What changed in this filing

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Item 1. Financial Statements

2023-08-04 compared with 2023-05-04 · 233 added, 106 removed, 726 unchanged (32% of the section changed)

51 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2023 2022 2023 2022

Revenues $ 857,632 $ 1,012,394 $ 1,690,581 $ 1,793,829

5 unchanged sentences

Total costs and expenses 900,112 978,553 1,789,601 1,807,890

Operating loss ( 56,540 ) ( 47,902 )

Operating income (loss) ( 42,480 ) 33,841 ( 99,020 ) ( 14,061 )

Other income (expense)

2 unchanged sentences

Other, net ( 161 ) 28,165 28 28,576

Total other expense ( 6,384 ) ( 8,324 )

Loss before income taxes and income (loss) from equity method investees ( 62,924 ) ( 56,226 )

Total other income (expense) ( 7,131 ) 21,171 ( 13,515 ) 12,847

Income (loss) before income taxes and income (loss) from equity method investees ( 49,611 ) 55,012 ( 112,535 ) ( 1,214 )

Income tax benefit (expense) 1,019 ( 2,895 ) ( 2,410 ) ( 1,742 )

Income (loss) from equity method investees 272 603 376 ( 196 )

Net loss ( 66,249 ) ( 55,872 )

Net income (loss) ( 48,320 ) 52,720 ( 114,569 ) ( 3,152 )

Net income attributable to noncontrolling interests 4,284 6,322 8,359 11,924

Net loss attributable to Green Plains $ ( 70,324 ) $ ( 61,474 )

Net income (loss) attributable to Green Plains $ ( 52,604 ) $ 46,398 $ ( 122,928 ) $ ( 15,076 )

Earnings per share

Net loss attributable to Green Plains - basic and diluted $ ( 1.20 ) $ ( 1.16 )

Net income (loss) attributable to Green Plains - basic $ ( 0.89 ) $ 0.87 $ ( 2.09 ) $ ( 0.28 )

Net income (loss) attributable to Green Plains - diluted $ ( 0.89 ) $ 0.73 $ ( 2.09 ) $ ( 0.28 )

Weighted average shares outstanding

Basic and diluted 58,549 52,887

Basic 58,874 53,033 58,714 52,960

Diluted 58,874 66,895 58,714 52,960

See accompanying notes to the consolidated financial statements.

3 unchanged sentences

Three Months Ended

Net loss $ ( 66,249 ) $ ( 55,872 )

June 30, Six Months Ended

2023 2022 2023 2022

Net income (loss) $ ( 48,320 ) $ 52,720 $ ( 114,569 ) $ ( 3,152 )

Other comprehensive income, net of tax

4 unchanged sentences

Total other comprehensive income (loss), net of tax 4,312 ( 8,020 ) ( 6,775 ) ( 4,599 )

Comprehensive loss ( 77,336 ) ( 52,451 )

Comprehensive income (loss) ( 44,008 ) 44,700 ( 121,344 ) ( 7,751 )

Comprehensive income attributable to noncontrolling interests 4,284 6,322 8,359 11,924

Comprehensive loss attributable to Green Plains $ ( 81,411 ) $ ( 58,053 )

Comprehensive income (loss) attributable to Green Plains $ ( 48,292 ) $ 38,378 $ ( 129,703 ) $ ( 19,675 )

See accompanying notes to the consolidated financial statements.

2 unchanged sentences

(unaudited and in thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities

3 unchanged sentences

Amortization of debt issuance costs and non-cash interest expense 1,525 2,450

Deferred income tax expense (benefit) 3,491 ( 1,219 )

Inventory lower of cost or net realizable value adjustment 9,545 —

Deferred income taxes 2,131 1,482

Stock-based compensation 6,677 4,257

7 unchanged sentences

Accounts payable and accrued liabilities ( 115,919 ) ( 25,463 )

Current income taxes 452 265

Current income tax expense (benefit) 1,299 ( 45 )

Other ( 698 ) ( 3,325 )

3 unchanged sentences

Proceeds from the sale of marketable securities — 99,917

Investment in equity method investees, net ( 2,829 ) —

Net cash provided by (used in) investing activities ( 35,420 ) 37,933

Investment in equity method investees ( 8,696 ) ( 6,976 )

Net cash used in investing activities ( 57,598 ) ( 35,342 )

Cash flows from financing activities

6 unchanged sentences

Payments related to tax withholdings for stock-based compensation ( 8,938 ) ( 3,790 )

Other financing activities — ( 1,424 )

Net cash provided by financing activities 85,539 160,303

7 unchanged sentences

Continued from the previous page

Three Months Ended

Six Months Ended

Reconciliation of total cash and cash equivalents, and restricted cash

3 unchanged sentences

Supplemental disclosures of cash flow

Cash refunded for income taxes, net $ ( 189 ) $ ( 198 )

Cash paid for income taxes, net $ 721 $ 305

Cash paid for interest $ 17,717 $ 14,803

9 unchanged sentences

Unconsolidated entities are included in the financial statements on an equity basis.

As of March 31, 2023, the company owns a 48.8 % limited partner interest and a 2.0 % general partner interest in Green Plains Partners LP.

As of June 30, 2023, the company owns a 48.8 % limited partner interest and a 2.0 % general partner interest in Green Plains Partners LP.

Public investors own the remaining 49.2 % limited partner interest in the partnership.

4 unchanged sentences

The assets of the partnership cannot be used by the company for general corporate purposes.

The partnership’s consolidated total assets as of March 31, 2023 and December 31, 2022, excluding intercompany balances, are $ 120.7 million and $ 108.7 million, respectively, and primarily consist of cash and cash equivalents, property and equipment, operating lease right-of-use assets and goodwill.

The partnership’s consolidated total liabilities as of March 31, 2023 and December 31, 2022, excluding intercompany balances, are $ 137.2 million and $ 119.5 million, respectively, which primarily consist of long-term debt as discussed in Note 7 – Debt and operating lease liabilities.

The partnership’s consolidated total assets as of June 30, 2023 and December 31, 2022, excluding intercompany balances, are $ 113.4 million and $ 108.7 million, respectively, and primarily consist of cash and cash equivalents, property and equipment, operating lease right-of-use assets and goodwill.

The partnership’s consolidated total liabilities as of June 30, 2023 and December 31, 2022, excluding intercompany balances, are $ 128.5 million and $ 119.5 million, respectively, which primarily consist of long-term debt as discussed in Note 7 – Debt and operating lease liabilities.

The liabilities recognized as a result of consolidating the partnership do not represent additional claims on the company’s general assets.

On May 3, 2023, the company submitted a non-binding, preliminary proposal to the Board of Directors of Green Plains Holdings LLC, the general partner of Green Plains Partners LP, to acquire all of the publicly held common units of the partnership not already owned by the company.

The conflicts committee of the Board of Directors of the general partner (the "Conflicts Committee") has been delegated the authority to evaluate and negotiate, the possible terms of a proposed transaction.

Any transaction involving the company and the partnership is subject to the execution of a mutually satisfactory definitive agreement and approval of such definitive agreement and the transactions contemplated by the boards of directors of the company and the general partner, the Conflicts Committee, as well as the majority of the partnership's unitholders.

There can be no assurance that the parties will reach an agreement on the terms of a transaction, that a definitive agreement will be executed or that a transaction will be approved or consummated.

The company also owns a majority interest in FQT, with their results being consolidated in our consolidated financial statements.

10 unchanged sentences

Description of Business

Th e company operates within three operating segments:

The company operates within three operating segments:

(1) ethanol production, which includes the production of ethanol, distillers grains, Ultra-High Protein and renewable corn oil, (2) agribusiness and energy services, which includes grain handling and storage, commodity marketing and merchant trading for company-produced and third-party ethanol, distillers grains, renewable corn oil, natural gas and other commodities and (3) partnership, which includes fuel storage and transportation services.

70 unchanged sentences

The following tables disaggregate revenue by major source (in thousands):

Three Months Ended March 31, 2023

Three Months Ended June 30, 2023

Ethanol Production Agribusiness & Energy

17 unchanged sentences

Total Revenues $ 726,739 $ 135,823 $ 20,523 $ ( 25,453 ) $ 857,632

Three Months Ended March 31, 2022

Six Months Ended June 30, 2023

Ethanol Production Agribusiness & Energy

17 unchanged sentences

Total Revenues $ 1,422,233 $ 278,209 $ 41,298 $ ( 51,159 ) $ 1,690,581

Three Months Ended June 30, 2022

Ethanol Production Agribusiness & Energy

Services Partnership Eliminations Total

Revenues from contracts with customers under ASC 606

Ethanol $ — $ — $ — $ — $ —

Distillers grains 9,401 — — — 9,401

Renewable corn oil — — — — —

Other 7,276 1,661 912 — 9,849

Intersegment revenues — 234 2,053 ( 2,287 ) —

Total revenues from contracts with customers 16,677 1,895 2,965 ( 2,287 ) 19,250

Revenues from contracts accounted for as derivatives under ASC 815 (1)

Ethanol 644,641 138,032 — — 782,673

Distillers grains 143,435 8,173 — — 151,608

Renewable corn oil 51,956 1,551 — — 53,507

Other 4,457 899 — — 5,356

Intersegment revenues — 7,009 — ( 7,009 ) —

Total revenues from contracts accounted for as derivatives 844,489 155,664 — ( 7,009 ) 993,144

Leasing revenues under ASC 842 (2)

— — 16,689 ( 16,689 ) —

Total Revenues $ 861,166 $ 157,559 $ 19,654 $ ( 25,985 ) $ 1,012,394

Six Months Ended June 30, 2022

Ethanol Production Agribusiness & Energy

Services Partnership Eliminations Total

Revenues from contracts with customers under ASC 606

Ethanol $ — $ — $ — $ — $ —

Distillers grains 16,763 — — — 16,763

Renewable corn oil — — — — —

Other 20,637 2,949 1,917 — 25,503

Intersegment revenues — 234 3,938 ( 4,172 ) —

Total revenues from contracts with customers 37,400 3,183 5,855 ( 4,172 ) 42,266

Revenues from contracts accounted for as derivatives under ASC 815 (1)

Ethanol 1,116,563 233,692 — — 1,350,255

Distillers grains 241,947 23,299 — — 265,246

Renewable corn oil 92,845 3,957 — — 96,802

Other 9,964 29,296 — — 39,260

Intersegment revenues — 12,844 — ( 12,844 ) —

Total revenues from contracts accounted for as derivatives 1,461,319 303,088 — ( 12,844 ) 1,751,563

Leasing revenues under ASC 842 (2)

— — 32,899 ( 32,899 ) —

Total Revenues $ 1,498,719 $ 306,271 $ 38,754 $ ( 49,915 ) $ 1,793,829

(1) Revenues from contracts accounted for as derivatives represent physically settled derivative sales that are outside the scope of ASC 606.

(2) Leasing revenues do not represent revenues recognized from contracts with customers under ASC 606, and are accounted for under ASC 842, Leases .

Major Customer

Revenues from Customer A represented 14 % of total revenues for the three months ended March 31, 2023, recorded within the ethanol production segment.

No single customer’s revenue was over 10% of total revenues for the three months ended March 31, 2022.

Major Customers

Revenues from Customer A represented 15 % and 14 % of total revenues for the three and six months ended June 30, 2023, respectively, and revenues from Customer B represented 11 % of total revenues for the three months ended June 30, 2023, recorded within the ethanol production segment.

For the three and six months ended June 30, 2022, Customer A represented 14 % and 12 % of total revenues, respectively, and Customer C represented 12 % and 10 % of total revenues, respectively, recorded within the ethanol production segment.

FAIR VALUE DISCLOSURES

10 unchanged sentences

The company’s assets and liabilities by level are as follows (in thousands):

Fair Value Measurements at March 31, 2023

Fair Value Measurements at June 30, 2023

Quoted Prices in

39 unchanged sentences

Total liabilities measured at fair value $ — $ 85,160 $ 85,160

(1) Accounts payable is generally stated at historical amounts with the exception of $ 18.9 million and $ 31.9 million at March 31, 2023 and December 31, 2022, respectively, related to certain delivered inventory for which the payable fluctuates based on changes in commodity prices.

(1) Accounts payable is generally stated at historical amounts with the exception of $ 8.8 million and $ 31.9 million at June 30, 2023 and December 31, 2022, respectively, related to certain delivered inventory for which the payable fluctuates based on changes in commodity prices.

These payables are hybrid financial instruments for which the company has elected the fair value option.

(2) As of March 31, 2023 and December 31, 2022, respectively, accrued and other liabilities includes $ 4.6 million and $ 1.9 million and other liabilities includes $ 4.6 million and $ 6.6 million of consideration related to potential earn-out payments recorded at fair value.

As of March 31, 2023, the fair value of the company’s debt was approximately $ 736.7 million compared with a book value of $ 709.6 million.

(2) As of June 30, 2023 and December 31, 2022, respectively, accrued and other liabilities includes $ 4.0 million and $ 1.9 million and other liabilities includes $ 5.2 million and $ 6.6 million of consideration related to potential earn-out payments recorded at fair value.

As of June 30, 2023, the fair value of the company’s debt was approximately $ 772.3 million compared with a book value of $ 742.5 million.

At December 31, 2022, the fair value of the company’s debt was approximately $ 654.5 million compared with a book value of $ 634.8 million.

The company estimated the fair value of its outstanding debt using Level 2 inputs.

The company believes the fair value of its accounts receivable approximated book value, which was $ 106.5 million and $ 108.6 million at March 31, 2023 and December 31, 2022, respectively.

The company believes the fair value of its accounts receivable approximated book value, which was $ 132.3 million and $ 108.6 million at June 30, 2023 and December 31, 2022, respectively.

Although the company currently does not have any recurring Level 3 financial measurements, the fair values of tangible assets and goodwill acquired represent Level 3 measurements which were derived using a combination of the income approach, market approach and cost approach for the specific assets or liabilities being valued.

11 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2023 2022 2023 2022

Ethanol production

14 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2023 2022 2023 2022

Cost of goods sold

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2023 2022 2023 2022

Ethanol production $ ( 4,207 ) $ 56,345 $ ( 25,660 ) $ 32,338

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2023 2022 2023 2022

Operating income (loss)

6 unchanged sentences

$ ( 42,480 ) $ 33,841 $ ( 99,020 ) $ ( 14,061 )

(1) Operating loss for ethanol production includes an inventory lower of cost or net realizable value adjustment of $ 13.2 million for the three months ended March 31, 2022.

(1) Operating loss for ethanol production includes an inventory lower of cost or net realizable value adjustment of $ 9.5 million for the three and six months ended June 30, 2023.

Three Months Ended

June 30, Six Months Ended

2023 2022 2023 2022

Depreciation and amortization

15 unchanged sentences

Inventories are carried at the lower of cost or net realizable value, except fair-value hedged inventories.

There was a $ 12.3 million lower of cost or net realizable value inventory adjustment associated with finished goods in cost of goods sold within the ethanol production segment as of December 31, 2022.

The company recorded a $ 9.5 million and $ 12.3 million lower of cost or net realizable value inventory adjustment associated with finished goods in cost of goods sold within the ethanol production segment as of June 30, 2023 and December 31, 2022, respectively.

The components of inventories are as follows (in thousands):

7 unchanged sentences

DERIVATIVE FINANCIAL INSTRUMENTS

At March 31, 2023, the company’s consolidated balance sheet reflected unrealized losses of $ 37.7 million, net of tax, in accumulated other comprehensive loss.

At June 30, 2023, the company’s consolidated balance sheet reflected unrealized losses of $ 33.4 million, net of tax, in accumulated other comprehensive loss.

The company expects these items will be reclassified as operating income (loss) over the next 12 months as a result of hedged transactions that are forecasted to occur.

5 unchanged sentences

2023 December 31,

2022 March 31,

2022 June 30,

2023 December 31,

3 unchanged sentences

Total $ 15,523 $ 16,421 $ 69,716 $ 44,686

(1) At December 31, 2022, derivative financial instruments, as reflected on the balance sheet, includes net unrealized gains on exchange-traded futures and options contracts of $ 3.4 million, which included $ 9.0 million of unrealized gains on derivative financial instruments designated as

fair value hedging instruments, offset by $ 2.0 million of net unrealized losses on derivative financial instruments designated as cash flow hedging instruments, and the balance representing economic hedges.

(2) At March 31, 2023, derivative financial instruments, as reflected on the balance sheet, includes net unrealized losses on exchange-traded futures and options contracts of $ 17.7 million, which included $ 10.0 million of net unrealized losses on derivative financial instruments designated as cash flow hedging instruments, $ 0.5 million of net unrealized gains on derivative financial instruments designated as fair value hedging instruments, and the balance representing economic hedges.

(1) At June 30, 2023, derivative financial instruments, as reflected on the balance sheet, includes net unrealized gains on exchange-traded futures and options contracts of $ 29.1 million, which included $ 1.3 million of unrealized gains on derivative financial instruments designated as fair value hedging instruments, and the balance representing economic hedges.

(2) At December 31, 2022, derivative financial instruments, as reflected on the balance sheet, includes net unrealized gains on exchange-traded futures and options contracts of $ 3.4 million, which included $ 9.0 million of unrealized gains on derivative financial instruments designated as fair value hedging instruments, partially offset by $ 2.0 million of net unrealized losses on derivative financial instruments designated as cash flow hedging instruments, and the balance representing economic hedges.

(3) At June 30, 2023, derivative financial instruments, as reflected on the balance sheet, includes net unrealized losses on exchange-traded futures and options contracts of $ 15.5 million, which included $ 12.8 million of net unrealized losses on derivative financial instruments designated as cash flow hedging instruments, $ 0.9 million of unrealized losses on derivative financial instruments designated as fair value hedging instruments, and the balance representing economic hedges.

(4) At December 31, 2022, derivative financial instruments, as reflected on the balance sheet, includes net unrealized losses on exchange-traded futures and options contracts of $ 3.3 million, which included $ 0.6 million of net unrealized losses on derivative financial instruments designated as fair value hedging instruments and the balance representing economic hedges.

5 unchanged sentences

Comprehensive Income into Income Three Months Ended

June 30, Six Months Ended

2023 2022 2023 2022

Revenues $ ( 1,518 ) $ ( 1,111 ) $ ( 1,518 ) $ ( 1,739 )

Cost of goods sold ( 3,218 ) ( 2,282 ) ( 5,454 ) 1,012

Net gain (loss) recognized in loss before income taxes $ ( 2,236 ) $ 2,666

Net loss recognized in loss before income taxes $ ( 4,736 ) $ ( 3,393 ) $ ( 6,972 ) $ ( 727 )

Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives

1 unchanged sentence

Derivatives Three Months Ended

June 30, Six Months Ended

2023 2022 2023 2022

Commodity contracts $ 932 $ ( 14,114 ) $ ( 15,879 ) $ ( 6,807 )

8 unchanged sentences

on Derivatives Three Months Ended

June 30, Six Months Ended

2023 2022 2023 2022

Exchange-traded futures and options Revenues $ ( 3,269 ) $ 2,714 $ ( 11,145 ) $ ( 31 )

2 unchanged sentences

Forwards Cost of goods sold ( 32,713 ) ( 37,458 ) ( 32,287 ) ( 18,297 )

Net gain (loss) recognized in loss before income taxes $ 1,575 $ ( 53,760 )

Net loss recognized in loss before income taxes $ ( 6,648 ) $ ( 509 ) $ ( 5,073 ) $ ( 54,269 )

The following amounts were recorded on the consolidated balance sheets related to cumulative basis adjustments for the fair value hedged items (in thousands):

March 31, 2023 December 31, 2022

June 30, 2023 December 31, 2022

Line Item in the Consolidated Balance Sheet in Which the Hedged Item is Included Carrying Amount of the Hedged Assets Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets Carrying Amount of the Hedged Assets Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets

1 unchanged sentence

Effect of Cash Flow and Fair Value Hedge Accounting on the Statements of Operations

Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships for the Three Months Ended March 31,

Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships for the Three Months Ended June 30,

Revenue Cost of

8 unchanged sentences

Total amounts of income and expense line items presented in the statement of operations in which the effects of cash flow or fair value hedges are recorded $ ( 1,518 ) $ ( 3,034 ) $ ( 1,111 ) $ 1,701

The notional volume of open commodity derivative positions as of March 31, 2023 are as follows (in thousands):

Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships for the Six Months Ended June 30,

Revenue Cost of

Goods Sold Revenue Cost of

Gain (loss) on cash flow hedging relationships

Commodity contracts

Amount of gain (loss) on exchange traded futures reclassified from accumulated other comprehensive income into income $ ( 1,518 ) $ ( 5,454 ) $ ( 1,739 ) $ 1,012

Gain (loss) on fair value hedging relationships

Commodity contracts

Fair-value hedged inventories — ( 10,420 ) — 9,836

Exchange-traded futures designated as hedging instruments — 11,925 — ( 4,711 )

Total amounts of income and expense line items presented in the statement of operations in which the effects of cash flow or fair value hedges are recorded $ ( 1,518 ) $ ( 3,949 ) $ ( 1,739 ) $ 6,137

The notional volume of open commodity derivative positions as of June 30, 2023, are as follows (in thousands):

Exchange-Traded (1)

5 unchanged sentences

Futures 21,375 (3)

Futures ( 1,115 ) (4)

Futures ( 37,296 ) Gallons Ethanol

Futures ( 16,720 ) MmBTU Natural Gas

Futures ( 60,900 ) (3)

MmBTU Natural Gas

Gallons Ethanol

Futures 235 MmBTU Natural Gas

Futures ( 4,590 ) (4)

MmBTU Natural Gas

Futures 1,680 (3)

Gallons Natural Gasoline

Options 9 Tons Soybean Meal

Options 934 Pounds Soybean Oil

Options ( 1,407 ) MmBTU Natural Gas

Options 751 Bushels Corn

Options ( 821 ) MmBTU Natural Gas

Forwards 36,026 40 Bushels Corn

9 unchanged sentences

Energy trading contracts that do not involve physical delivery are presented net in revenues on the consolidated statements of operations.

Included in revenues are net gains of $ 3.8 million and $ 0.8 million for the three months ended March 31, 2023 and 2022, respectively, on energy trading contracts.

Included in revenues are net gains of $ 0.4 million and $ 4.2 million for the three and six months ended June 30, 2023, respectively, and net gains of $ 0.4 million and $ 1.2 million for the three and six months ended June 30, 2022, respectively, on energy trading contracts.

The components of long-term debt are as follows (in thousands):

16 unchanged sentences

Total long-term debt $ 493,571 $ 495,243

(1) Includes $ 4.9 million and $ 5.2 million of unamortized debt issuance costs as of March 31, 2023 and December 31, 2022, respectively.

(2) Includes $ 0.6 million and $ 0.7 million of unamortized debt issuance costs as of March 31, 2023 and December 31, 2022, respectively.

(3) Includes $ 0.3 million of unamortized debt issuance costs as of both March 31, 2023 and December 31, 2022.

(4) Includes $ 0.4 million of unamortized debt issuance costs as of both March 31, 2023 and December 31, 2022.

(1) Includes $ 4.6 million and $ 5.2 million of unamortized debt issuance costs as of June 30, 2023 and December 31, 2022, respectively.

(2) Includes $ 0.6 million and $ 0.7 million of unamortized debt issuance costs as of June 30, 2023 and December 31, 2022, respectively.

(3) Includes $ 0.3 million of unamortized debt issuance costs as of both June 30, 2023 and December 31, 2022.

(4) Includes $ 0.4 million of unamortized debt issuance costs as of both June 30, 2023 and December 31, 2022.

The components of short-term notes payable and other borrowings are as follows (in thousands):

20 unchanged sentences

On and after March 15, 2024, and prior to the maturity date, the company may redeem, for cash, all, but not less than all, of the 2.25 % notes if the last reported sale price of the company’s common stock equals or exceeds 140 % of the applicable conversion price on (i) at least 20 trading days during a 30 consecutive trading day period ending on the trading day immediately prior to the date the company delivers notice of the redemption;

and (ii) the trading day immediately

before the date of the redemption notice.

and (ii) the trading day immediately before the date of the redemption notice.

The redemption price will equal 100 % of the principal amount of the 2.25 % notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date.

27 unchanged sentences

The Junior Notes accrue interest at an annual rate of 11.75 %.

However, subject to the satisfaction of certain conditions, the Green Plains SPE LLC may elect to pay an amount in cash equal to interest accruing at a rate of 6.00 % per annum plus an amount equal to interest accruing at a rate of 6.75 % per annum to be paid in kind.

However, subject to the satisfaction of certain conditions, the Green Plains SPE LLC may elect to pay an amount in cash equal to interest accruing at a rate of 6.00 % per annum plus an

amount equal to interest accruing at a rate of 6.75 % per annum to be paid in kind.

The entire outstanding principal balance, plus any accrued and unpaid interest is due upon maturity.

1 unchanged sentence

The Junior Notes can be retired or refinanced after 42 months with no prepayment premium.

The Junior Notes have an unsecured

parent guarantee from the company and have certain limitations on distributions, dividends or loans to the company unless there will not exist any event of default.

At March 31, 2023, the interest rate on the Junior Notes was 11.75 %.

The Junior Notes have an unsecured parent guarantee from the company and have certain limitations on distributions, dividends or loans to the company unless there will not exist any event of default.

At June 30, 2023, the interest rate on the Junior Notes was 11.75 %.

On September 3, 2020, Green Plains Wood River and Green Plains Shenandoah, wholly-owned subsidiaries of the company, entered into a loan agreement with MetLife Real Estate Lending LLC.

8 unchanged sentences

The loan is guaranteed by the company and has certain limitations on distributions, dividends or loans to Green Plains by Wood River and Shenandoah unless immediately after giving effect to such action, there will not exist any event of default.

At March 31, 2023, the interest rate on the loan was 6.52 %.

At June 30, 2023, the interest rate on the loan was 6.52 %.

The company also has small equipment financing loans, finance leases on equipment or facilities, and other forms of debt financing.

14 unchanged sentences

The Facility is secured by the working capital assets of the Borrowers and is guaranteed by the company.

At March 31, 2023, the interest rate on the Facility was 7.64 %.

At June 30, 2023, the interest rate on the Facility was 8.48 %.

Green Plains Commodity Management has an uncommitted $ 40.0 million revolving credit facility to finance margins related to its hedging programs.

During the three months ended March 31, 2023, this revolving credit facility was extended five years to mature on April 30, 2028.

During the first quarter of 2023, this revolving credit facility was extended five years to

mature on April 30, 2028.

Advances are subject to variable interest rates equal to SOFR plus 1.75 %.

At March 31, 2023, the interest rate on the facility was 6.57 %.

At June 30, 2023, the interest rate on the facility was 6.81 %.

Green Plains Grain has a short-term inventory financing agreement with a financial institution.

The company has accounted for the agreement as short-term notes, rather than revenues, and has elected the fair value option to offset

fluctuations in market prices of the inventory.

The company has accounted for the agreement as short-term notes, rather than revenues, and has elected the fair value option to offset fluctuations in market prices of the inventory.

This agreement is subject to negotiated variable interest rates.

The company had no outstanding short-term notes payable related to the inventory financing agreement as of March 31, 2023.

The company had no outstanding short-term notes payable related to the inventory financing agreement as of June 30, 2023.

Partnership Segment

1 unchanged sentence

The term loan has a maturity date of July 20, 2026.

Interest on the term loan is based on 3-month LIBOR plus 8.00 %, with a 0 % LIBOR floor and is payable on the 15th day of each March, June, September and December during the term.

Interest on the term loan is based on 3-month SOFR plus 8.26 %, and is payable on the 15th day of each March, June, September and December.

The term loan does not require any principal payments;

however, the partnership has the option to prepay $ 1.5 million per quarter beginning twelve months after the closing date.

On February 11, 2022, the term loan was modified to allow Green Plains Partners and its affiliates to repurchase outstanding notes.

On the same day, the partnership purchased $ 1.0 million of the outstanding notes from the lenders and subsequently retired the notes.

The partnership repurchased $ 1.0 million of the outstanding notes during the six months ended June 30, 2022.

Prepayments totaling $ 1.5 million were made during the three and six months ended June 30, 2023.

The partnership’s obligations under the term loan are secured by a first priority lien on (i) the equity interests of the partnership’s present and future subsidiaries, (ii) all of the partnership’s present and future personal property, such as investment property, general intangibles and contract rights, including rights under any agreements with Green Plains Trade, (iii) all proceeds and products of the equity interests of the partnership’s present and future subsidiaries and its personal property and (iv) substantially all of the partnership’s real property and material leases of real property.

7 unchanged sentences

The term loan is not guaranteed by the company.

At March 31, 2023, the interest rate on the term loan was 13.14 %.

At June 30, 2023, the interest rate on the term loan was 13.52 %.

On April 19, 2023, the term loan was amended to change the underlying floating interest rate to a SOFR-based rate from a LIBOR-based rate.

The impact of the amendment was not material to interest expense.

Covenant Compliance

The company was in compliance with its debt covenants as of March 31, 2023.

The company was in compliance with its debt covenants as of June 30, 2023.

Restricted Net Assets

At March 31, 2023, there were approximately $ 118.7 million of net assets at the company’s subsidiaries that could not be transferred to the parent company in the form of dividends, loans or advances due to restrictions contained in the credit facilities of these subsidiaries.

At June 30, 2023, there were approximately $ 119.4 million of net assets at the company’s subsidiaries that could not be transferred to the parent company in the form of dividends, loans or advances due to restrictions contained in the credit facilities of these subsidiaries.

STOCK-BASED COMPENSATION

The company has an equity incentive plan which reserved a total of 5.7 million shares of common stock for issuance pursuant to the plan, of which 1.4 million shares remain outstanding and available.

The company has an equity incentive plan which reserved a total of 5.7 million shares of common stock for issuance pursuant to the plan, of which 1.4 million shares remain available for issuance.

The plan provides for shares, including options to purchase shares of common stock, stock appreciation rights tied to the value of common stock, restricted stock, performance share awards, and restricted and deferred stock unit awards, to be granted to eligible employees, non-employee directors and consultants.

The company measures stock-based compensation at fair value on the grant date, with no adjustments for estimated forfeitures.

The company measures stock-based compensation at fair value on the grant date, with

no adjustments for estimated forfeitures.

The company records noncash compensation expense related to equity awards in its consolidated financial statements over the requisite period on a straight-line basis.

Restricted Stock Awards and Deferred Stock Units

The restricted non-vested stock awards and deferred stock units activity for the three months ended March 31, 2023 is as follows:

The restricted non-vested stock awards and deferred stock units activity for the six months ended June 30, 2023, is as follows:

Deferred Stock

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Vested ( 455,305 ) 13.53

Non-Vested at March 31, 2023 661,384 $ 30.50 2.4

Non-Vested at June 30, 2023 618,811 $ 30.84 1.8

Performance Share Awards

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On March 17, 2023, based on the criteria discussed above, the 196,382 2020 performance shares vested at approximately 123 %, which resulted in the issuance of 241,589 shares of common stock.

The non-vested performance share award activity for the three months ended March 31, 2023 is as follows:

The non-vested performance share award activity for the six months ended June 30, 2023, is as follows:

Shares Weighted-

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Vested ( 265,296 ) 6.21

Non-Vested at March 31, 2023 437,390 $ 30.33 2.4

Non-Vested at June 30, 2023 415,059 $ 30.42 1.8

Green Plains Partners

Green Plains Partners has a long-term incentive plan (LTIP) intended to promote the interests of the partnership, its general partner and affiliates by providing unit-based incentive compensation awards to employees, consultants and directors to encourage superior performance.

The LTIP reserves 2,500,000 common limited partner units for issuance in the form of options, restricted units, phantom units, distribution equivalent rights, substitute awards, unit appreciation

rights, unit awards, profit interest units or other unit-based awards.

The LTIP reserves 2,500,000 common limited partner units for issuance in the form of options, restricted units, phantom units, distribution equivalent rights, substitute awards, unit appreciation rights, unit awards, profit interest units or other unit-based awards.

The partnership measures unit-based compensation related to equity awards in its consolidated financial statements over the requisite service period on a straight-line basis.

There was no change in the number of non-vested unit-based awards for the three months ended March 31, 2023.

The non-vested unit-based awards activity for the six months ended June 30, 2023, is as follows:

Non-Vested Units Weighted-

Average Grant-

Date Fair Value Weighted-Average

Non-Vested at December 31, 2022 19,707 $ 12.18

Vested ( 19,707 ) 12.18

Non-Vested at June 30, 2023 — $ — 0.0

Stock-Based and Unit Based Compensation Expense

Compensation costs for stock-based and unit-based payment plans were $ 2.8 million and $ 1.9 million for the three months ended March 31, 2023 and 2022, respectively.

At March 31, 2023, there was $ 24.8 million of unrecognized compensation costs from stock-based and unit-based compensation related to non-vested awards.

Compensation costs for stock-based and unit-based payment plans were $ 3.8 million and $ 6.7 million for the three and six months ended June 30, 2023, respectively, and $ 2.4 million and $ 4.3 million for the three and six months ended June 30, 2022, respectively.

At June 30, 2023, there was $ 21.8 million of unrecognized compensation costs from stock-based and unit-based compensation related to non-vested awards.

This compensation is expected to be recognized over a weighted-average period of approximately 1.8 years.

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Three Months Ended

EPS - basic and diluted

Net loss attributable to Green Plains $ ( 70,324 ) $ ( 61,474 )

Weighted average shares outstanding - basic and diluted 58,549 52,887

EPS - basic and diluted $ ( 1.20 ) $ ( 1.16 )

June 30, Six Months Ended

2023 2022 2023 2022

Net income (loss) attributable to Green Plains $ ( 52,604 ) $ 46,398 $ ( 122,928 ) $ ( 15,076 )

Weighted average shares outstanding - basic 58,874 53,033 58,714 52,960

EPS - basic $ ( 0.89 ) $ 0.87 $ ( 2.09 ) $ ( 0.28 )

EPS - diluted

Net income (loss) attributable to Green Plains $ ( 52,604 ) $ 46,398 $ ( 122,928 ) $ ( 15,076 )

Interest and amortization on convertible debt, net of tax effect

4.125 % convertible notes due 2022

4.00 % convertible notes due 2024

2.25 % convertible notes due 2027

Net income (loss) attributable to Green Plains - diluted $ ( 52,604 ) $ 48,569 $ ( 122,928 ) $ ( 15,076 )

Weighted average shares outstanding - basic 58,874 53,033 58,714 52,960

Effect of dilutive convertible debt

4.125 % convertible notes due 2022

4.00 % convertible notes due 2024

2.25 % convertible notes due 2027

Effect of dilutive warrants — 757 — —

Effect of dilutive stock-based compensation awards — 500 — —

Weighted average shares outstanding - diluted $ 58,874 $ 66,895 $ 58,714 $ 52,960

EPS - diluted $ ( 0.89 ) $ 0.73 $ ( 2.09 ) $ ( 0.28 )

Anti-dilutive weighted-average convertible debt, warrants and stock-based compensation (1)

(1) The effect related to the company’s convertible debt, warrants and certain stock-based compensation awards has been excluded from diluted EPS for the periods presented as the inclusion of these shares would have been antidilutive.

8,459 — 8,528 13,853

(1) For the three and six months ended June 30, 2023, the effects related to the company’s 2.25 % convertible notes due in 2027, warrants and certain stock-based compensation awards have been excluded from diluted EPS as the inclusion of these shares would have been anti-dilutive.

For the six months ended June 30, 2022, the effects related to the company's 4.125 % convertible notes due in 2022, 4.00 % convertible notes due in 2024, 2.25 % convertible notes due in 2027, warrants and certain stock-based compensation awards were excluded from diluted EPS as the inclusion of these shares would have been anti-dilutive.

STOCKHOLDERS’ EQUITY

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Additionally, on September 1, 2022, approximately $ 1.7 million aggregate principal amount was settled through a combination of $ 1.7 million in cash and approximately 15 thousand shares of the company's common stock.

Components of stockholders’ equity for the three months ended March 31, 2023 and 2022 are as follows (in thousands):

Components of stockholders’ equity for the three and six months ended June 30, 2023 and 2022 are as follows (in thousands):

Common Stock Additional

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Balance, March 31, 2023 62,318 62 1,104,519 ( 212,741 ) ( 37,678 ) 2,805 ( 31,174 ) 822,988 150,049 973,037

Net loss — — — ( 52,604 ) — — — ( 52,604 ) 4,284 ( 48,320 )

Cash dividends and distributions declared — — — — — — — — ( 6,497 ) ( 6,497 )

Other comprehensive loss before reclassification — — — — 710 — — 710 — 710

Amounts reclassified from accumulated other comprehensive loss — — — — 3,602 — — 3,602 — 3,602

Other comprehensive income, net of tax — — — — 4,312 — — 4,312 — 4,312

Investment in subsidiaries — — — — — — — — 8 8

Stock-based compensation 15 — 3,252 — — — — 3,252 60 3,312

Balance, June 30, 2023 62,333 $ 62 $ 1,107,771 $ ( 265,345 ) $ ( 33,366 ) 2,805 $ ( 31,174 ) $ 777,948 $ 147,904 $ 925,852

Common Stock Additional

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Balance, December 31, 2021 61,840 $ 62 $ 1,069,573 $ ( 15,199 ) $ ( 12,310 ) 8,244 $ ( 91,626 ) $ 950,500 $ 151,519 $ 1,102,019

Net loss — — — ( 61,474 ) — — — ( 61,474 ) 5,602 ( 55,872 )

Net income (loss) — — — ( 61,474 ) — — — ( 61,474 ) 5,602 ( 55,872 )

Cash dividends and distributions declared — — — — — — — — ( 5,122 ) ( 5,122 )

Other comprehensive income before reclassification — — — — 5,386 — — 5,386 — 5,386

Amounts reclassified from accumulated other comprehensive loss — — — — ( 1,965 ) — — ( 1,965 ) — ( 1,965 )

Other comprehensive income (loss) before reclassification — — — — 5,386 — — 5,386 — 5,386

Amounts reclassified from accumulated other comprehensive income (loss) — — — — ( 1,965 ) — — ( 1,965 ) — ( 1,965 )

Other comprehensive income, net of tax — — — — 3,421 — — 3,421 — 3,421

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Balance, March 31, 2022 62,066 62 1,067,651 ( 76,673 ) ( 8,889 ) 8,244 ( 91,626 ) 890,525 152,082 1,042,607

Net income — — — 46,398 — — — 46,398 6,322 52,720

Cash dividends and distributions declared — — — — — — — — ( 8,098 ) ( 8,098 )

Other comprehensive income (loss) before reclassification — — — — ( 10,535 ) — — ( 10,535 ) — ( 10,535 )

Amounts reclassified from accumulated other comprehensive income (loss) — — — — 2,515 — — 2,515 — 2,515

Other comprehensive loss, net of tax — — — — ( 8,020 ) — — ( 8,020 ) — ( 8,020 )

Investment in subsidiaries — — — — — — — — 190 190

Stock-based compensation 21 — 2,270 — — — — 2,270 60 2,330

Balance, June 30, 2022 62,087 $ 62 $ 1,069,921 $ ( 30,275 ) $ ( 16,909 ) 8,244 $ ( 91,626 ) $ 931,173 $ 150,556 $ 1,081,729

Amounts reclassified from accumulated other comprehensive loss are as follows (in thousands):

Three Months Ended

March 31, Statements of

June 30, Six Months Ended

June 30, Statements of

Classification

2023 2022 2023 2022

Gains (losses) on cash flow hedges

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Commodity derivatives ( 3,218 ) ( 2,282 ) ( 5,454 ) 1,012 (2)

Total gains (losses) on cash flow hedges ( 2,236 ) 2,666 (3)

Income tax benefit (expense) 535 ( 701 ) (4)

Total losses on cash flow hedges ( 4,736 ) ( 3,393 ) ( 6,972 ) ( 727 ) (3)

Income tax benefit 1,134 878 1,669 177 (4)

Amounts reclassified from accumulated other comprehensive loss $ ( 3,602 ) $ ( 2,515 ) $ ( 5,303 ) $ ( 550 )

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The IRA includes significant law changes relating to tax, climate change, energy and health care.

The IRA significantly expands clean energy incentives by providing an estimated $ 370 billion of new energy related tax credits over the next ten years.

The IRA significantly expands clean energy incentives by

providing an estimated $ 370 billion of new energy related tax credits over the next ten years.

It also permits more flexibility for taxpayers to use the credits with direct-pay and transferable credit options.

2 unchanged sentences

however, the company does not have enough information to provide a reasonable estimate of future tax benefits at this time.

The company recorded income tax expense of $ 3.4 million for the three months ended March 31, 2023, compared with income tax benefit of $ 1.2 million for the same period in 2022.

The increase in the amount of tax expense recorded for the three months ended March 31, 2023 is primarily due to an increase in the valuation allowance recorded against deferred tax assets related to gains (losses) on derivatives.

The company recorded income tax benefit of $ 1.0 million for the three months ended June 30, 2023, compared with income tax expense of $ 2.9 million for the same period in 2022.

The increase in the amount of tax benefit recorded for the three months ended June 30, 2023 was primarily due to a decrease in the valuation allowance recorded against deferred tax assets related to gains (losses) on derivatives.

The effective tax rate can be affected by variances in the estimates and amounts of taxable income among the various states, entities and activity types, realization of tax credits, adjustments from resolution of tax matters under review, valuation allowances and the company’s assessment of its liability for uncertain tax positions.

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Three Months Ended

June 30, Six Months Ended

2023 2022 2023 2022

Lease expense

1 unchanged sentence

Variable lease expense (benefit) (1)

( 176 ) 226 ( 307 ) 405

Total lease expense $ 6,667 $ 5,616 $ 13,282 $ 10,793

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2023 2022 2023 2022

Cash paid for amounts included in the measurement of lease liabilities

10 unchanged sentences

Thereafter 12,471

Total 100,294

Present value discount ( 11,691 )

6 unchanged sentences

Commodities, Storage and Transportation

As of March 31, 2023, the company had contracted future purchases of grain, ethanol, distillers grains, natural gas, and renewable corn oil, valued at approximately $ 364.2 million and future commitments for storage and transportation, valued at approximately $ 24.8 million.

As of June 30, 2023, the company had contracted future purchases of grain, ethanol, distillers grains, and natural gas valued at approximately $ 335.2 million and future commitments for storage and transportation valued at approximately $ 26.8 million.

The company is currently involved in litigation that has arisen in the ordinary course of business, but does not believe any pending litigation will have a material adverse effect on its financial position, results of operations or cash flows.

SUBSEQUENT EVENTS

On May 3, 2023, the company submitted a proposal to the Board of Directors of Green Plains Holdings LLC, the general partner of Green Plains Partners LP, to acquire all of the publicly held common units of the partnership not already owned by the company in a stock-for-unit exchange.

The company expects the proposed transaction to simplify its corporate structure and governance, generate near-term earnings and cash flow accretion, reduce selling and general administrative expenses related to the partnership, improve the credit quality of the combined enterprise, and align strategic interests between the company's shareholders and the partnership's unitholders by regaining full ownership and control of the company's total platform, including terminal operations.

The proposed transaction is subject to the negotiation and execution of a definitive agreement and approval of such definitive agreement and transactions contemplated thereunder by the board of directors of the company, the board of directors of Green Plains Holdings LLC, and its conflicts committee.

There can be no assurance that any such approvals will be forthcoming, that a definitive agreement will be executed, that any conditions to the consummation of the proposed transaction will be satisfied, or that any transaction will be consummated.

SUBSEQUENT EVENT

On July 25, 2023, Green Plains Atkinson LLC, a wholly owned subsidiary of the company, entered into an asset purchase agreement to sell the plant located in Atkinson, Nebraska (the “Atkinson Transaction”).

Correspondingly, we entered into a separate asset purchase agreement with the Partnership to acquire the storage assets and assign the rail transportation assets to be disposed of in the Atkinson Transaction.

The Atkinson Transaction is expected to close in the next 30 days.

The assets to be divested are currently reported within the company’s ethanol production, agribusiness and energy services and partnership segments.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements