Item 1. Financial Statements
Item 1. Financial Statements.
GREEN PLAINS INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
March 31,
2025 December 31,
2024
(unaudited)
ASSETS
Current assets
Cash and cash equivalents $ 98,610 $ 173,041
Restricted cash 27,993 36,354
Accounts receivable, net of allowances of $ 90 and $ 80 , respectively
97,093 94,901
Inventories 187,071 227,444
Prepaid expenses and other 21,752 27,138
Derivative financial instruments 17,791 10,154
Total current assets 450,310 569,032
Property and equipment, net of accumulated depreciation and amortization of $ 771,690 and $ 749,593 , respectively
1,051,005 1,042,460
Operating lease right-of-use assets 65,879 72,161
Other assets 99,378 98,521
Total assets $ 1,666,572 $ 1,782,174
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 102,305 $ 154,817
Accrued and other liabilities 48,548 53,712
Derivative financial instruments 12,038 9,500
Operating lease current liabilities 23,302 24,711
Short-term notes payable and other borrowings 137,424 140,829
Current maturities of long-term debt 2,118 2,118
Total current liabilities 325,735 385,687
Long-term debt 432,236 432,460
Operating lease long-term liabilities 44,426 49,190
Other liabilities 56,987 40,300
Total liabilities 859,384 907,637
Commitments and contingencies (Note 13)
Stockholders' equity
Common stock, $ 0.001 par value; 150,000,000 shares authorized; 68,200,032 and 67,512,282 shares issued, and 65,394,973 and 64,707,223 shares outstanding, respectively
68 68
Additional paid-in capital 1,221,114 1,213,646
Retained deficit ( 391,204 ) ( 318,298 )
Accumulated other comprehensive income (loss) ( 1,297 ) 973
Treasury stock, 2,805,059 shares
( 31,174 ) ( 31,174 )
Total Green Plains stockholders' equity 797,507 865,215
Noncontrolling interests 9,681 9,322
Total stockholders' equity 807,188 874,537
Total liabilities and stockholders' equity $ 1,666,572 $ 1,782,174
See accompanying notes to the consolidated financial statements.
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GREEN PLAINS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited and in thousands, except per share amounts)
Three Months Ended
March 31,
2025 2024
Revenues $ 601,515 $ 597,214
Costs and expenses
Cost of goods sold (excluding depreciation and amortization expenses reflected below) 598,476 588,847
Selling, general and administrative expenses 42,912 31,769
Depreciation and amortization expenses 22,387 21,487
Total costs and expenses 663,775 642,103
Operating loss ( 62,260 ) ( 44,889 )
Other income (expense)
Interest income 1,003 2,510
Interest expense ( 8,913 ) ( 7,786 )
Other, net ( 1,515 ) 449
Total other expense ( 9,425 ) ( 4,827 )
Loss before income taxes and loss from equity method investees ( 71,685 ) ( 49,716 )
Income tax expense ( 106 ) ( 329 )
Loss from equity method investees, net of income taxes ( 850 ) ( 1,077 )
Net loss ( 72,641 ) ( 51,122 )
Net income attributable to noncontrolling interests 265 290
Net loss attributable to Green Plains $ ( 72,906 ) $ ( 51,412 )
Earnings per share
Net loss attributable to Green Plains - basic and diluted $ ( 1.14 ) $ ( 0.81 )
Weighted average shares outstanding
Basic and diluted 64,069 63,341
See accompanying notes to the consolidated financial statements.
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GREEN PLAINS INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(unaudited and in thousands)
Three Months Ended
March 31,
2025 2024
Net loss $ ( 72,641 ) $ ( 51,122 )
Other comprehensive loss, net of tax
Unrealized losses on derivatives arising during the period, net of tax benefit of $ 725 and $ 1,916 , respectively
( 2,307 ) ( 6,043 )
Reclassification of realized losses on derivatives, net of tax benefit of ($ 12 ) and ($ 1,682 ), respectively
37 5,305
Total other comprehensive loss, net of tax ( 2,270 ) ( 738 )
Comprehensive loss ( 74,911 ) ( 51,860 )
Comprehensive income attributable to noncontrolling interests 265 290
Comprehensive loss attributable to Green Plains $ ( 75,176 ) $ ( 52,150 )
See accompanying notes to the consolidated financial statements.
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GREEN PLAINS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in thousands)
Three Months Ended
March 31,
2025 2024
Cash flows from operating activities
Net loss $ ( 72,641 ) $ ( 51,122 )
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization 22,387 21,487
Amortization of debt issuance costs and non-cash interest expense 486 609
Inventory lower of cost or net realizable value adjustment 2,519 4,202
Deferred income tax expense 713 233
Stock-based compensation 8,840 3,053
Loss from equity method investees, net of income taxes 850 1,077
Other 1,073 858
Changes in operating assets and liabilities
Accounts receivable ( 2,202 ) 6,890
Inventories 38,360 20,459
Derivative financial instruments ( 8,082 ) 7,010
Prepaid expenses and other assets 5,419 ( 627 )
Accounts payable and accrued liabilities ( 55,815 ) ( 65,787 )
Current income taxes 140 446
Other 2,912 613
Net cash used in operating activities ( 55,041 ) ( 50,599 )
Cash flows from investing activities
Purchases of property and equipment, net ( 16,710 ) ( 21,795 )
Investment in equity method investees, net ( 4,000 ) ( 8,408 )
Net cash used in investing activities ( 20,710 ) ( 30,203 )
Cash flows from financing activities
Payments of principal on long-term debt ( 480 ) ( 2,009 )
Proceeds from short-term borrowings 182,319 181,430
Payments on short-term borrowings ( 185,755 ) ( 157,570 )
Payments on extinguishment of non-controlling interest — ( 29,196 )
Payments of transaction costs — ( 5,951 )
Payments related to tax withholdings for stock-based compensation ( 1,372 ) ( 4,222 )
Other financing activities ( 1,753 ) ( 3,060 )
Net cash used in financing activities ( 7,041 ) ( 20,578 )
Net change in cash and cash equivalents, and restricted cash ( 82,792 ) ( 101,380 )
Cash and cash equivalents, and restricted cash, beginning of period 209,395 378,762
Cash and cash equivalents, and restricted cash, end of period $ 126,603 $ 277,382
Continued on the following page
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GREEN PLAINS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in thousands)
Continued from the previous page
Three Months Ended
March 31,
2025 2024
Reconciliation of total cash and cash equivalents, and restricted cash
Cash and cash equivalents $ 98,610 $ 237,302
Restricted cash 27,993 40,080
Total cash and cash equivalents, and restricted cash $ 126,603 $ 277,382
Supplemental disclosures of cash flow
Cash paid (refunded) for income taxes, net $ 29 $ ( 9 )
Cash paid for interest $ 9,689 $ 8,888
Capital expenditures in accounts payable $ 5,662 $ 5,413
Capital expenditures in other liabilities $ 28,509 $ —
Issuance of common stock as a result of the Merger $ — $ 5
Non-cash extinguishment of non-controlling interest within additional paid-in capital $ — $ 133,765
Non-cash asset retirement obligation additions $ 4,691 $ 568
See accompanying notes to the consolidated financial statements.
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GREEN PLAINS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. BASIS OF PRESENTATION, DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
References to the Company
References to “Green Plains” or the “company” in the consolidated financial statements and in these notes to the consolidated financial statements refer to Green Plains Inc., an Iowa corporation, and its subsidiaries.
Consolidated Financial Statements
The consolidated financial statements include the company’s accounts and all significant intercompany balances and transactions are eliminated. Unconsolidated entities are included in the financial statements on an equity method basis.
On January 9, 2024, the transactions contemplated by the Merger Agreement were completed and the company acquired all of the publicly held common units of the partnership not already owned by the company and its affiliates. Refer to Note 3 - Acquisition included herein for more information.
The company also owns a majority interest in FQT, with their results being consolidated in our consolidated financial statements.
The accompanying consolidated financial statements are prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Because they do not include all of the information and footnotes required by GAAP for complete financial statements, the consolidated financial statements should be read in conjunction with the company’s annual report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 7, 2025.
The unaudited financial information reflects adjustments, which are, in the opinion of management, necessary for a fair presentation of results of operations, financial position and cash flows for the periods presented. The adjustments are normal and recurring in nature, unless otherwise noted. Interim period results are not necessarily indicative of the results to be expected for the entire year.
Use of Estimates in the Preparation of Consolidated Fina ncial Statements
The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The company bases its estimates on historical experience and assumptions it believes are proper and reasonable under the circumstances and regularly evaluates the appropriateness of its estimates and assumptions. Actual results could differ from those estimates. Certain accounting policies, including but not limited to those relating to derivative financial instruments and accounting for income taxes, are impacted significantly by judgments, assumptions and estimates used in the preparation of the consolidated financial statements.
Description of Business
Th e company operates within two operating segments: (1) ethanol production, which includes the production, storage and transportation of ethanol, distillers grains, Ultra-High Protein and renewable corn oil and (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.
Cash and Cash Equivalents
Cash and cash equivalents includes bank deposits as well as short-term, highly liquid investments with original maturities of three months or less.
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Restricted Cash
The company has restricted cash, which can only be used for funding letters of credit and for payment towards a credit agreement. Restricted cash also includes cash margins and securities pledged to commodity exchange clearinghouses. To the degree these segregated balances are cash and cash equivalents, they are considered restricted cash on the consolidated balance sheets.
Revenue Recognition
The company recognizes revenue when obligations under the terms of a contract with a customer are satisfied. Generally this occurs with the transfer of control of products or services. Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing services. Sales, value add, and other taxes the company collects concurrent with revenue-producing activities are excluded from revenue.
Sales of ethanol, distillers grains, Ultra-High Protein, renewable corn oil, natural gas and other commodities by the company’s marketing business are recognized when obligations under the terms of a contract with a customer are satisfied. Generally, this occurs with the transfer of control of products or services. Revenues related to marketing for third parties are presented on a gross basis as the company controls the product prior to the sale to the end customer, takes title of the product and has inventory risk. Unearned revenue is recorded for goods in transit when the company has received payment but control has not yet been transferred to the customer. Revenues for receiving, storing, transferring and transporting ethanol and other fuels are recognized when the product is delivered to the customer.
The company routinely enters into physical-delivery energy commodity purchase and sale agreements. At times, the company settles these transactions by transferring its obligations to other counterparties rather than delivering the physical commodity. Revenues include net gains or losses from derivatives related to products sold while cost of goods sold includes net gains or losses from derivatives related to commodities purchased. Revenues also include realized gains and losses on related derivative financial instruments and reclassifications of realized gains and losses on cash flow hedges from accumulated other comprehensive income or loss.
Sales of products are recognized when control of the product is transferred to the customer, which depends on the agreed upon shipment or delivery terms.
Shipping and Handling Costs
The company accounts for shipping and handling activities related to contracts with customers as costs to fulfill its promise to transfer the associated products. Accordingly, the company records customer payments associated with shipping and handling costs as a component of revenue, and classifies such costs as a component of cost of goods sold.
Cost of Goods Sold
Cost of goods sold includes materials, direct labor, shipping, plant overhead and transportation costs. Materials include the cost of corn feedstock, denaturant, and process chemicals. Corn feedstock costs include gains and losses on related derivative financial instruments not designated as cash flow hedges, inbound freight charges, inspection costs and transfer costs, as well as reclassifications of gains and losses on cash flow hedges from accumulated other comprehensive income or loss. Direct labor includes all compensation and related benefits of non-management personnel involved in production. Shipping costs incurred by the company, including railcar costs, are also reflected in cost of goods sold. Plant overhead consists primarily of plant utilities, and repairs and maintenance. Transportation costs include railcar leases, freight and shipping of the company's products, as well as storage costs incurred at destination terminals.
The company uses exchange-traded futures and options contracts and forward purchase and sale contracts to attempt to minimize the effect of price changes on ethanol, renewable corn oil, grain and natural gas. Exchange-traded futures and options contracts are valued at quoted market prices and settled predominantly in cash. The company is exposed to loss when counterparties default on forward purchase and sale contracts. Grain inventories held for sale and forward purchase and sale contracts are valued at market prices when available or other market quotes adjusted for basis differences, primarily in transportation, between the exchange-traded market and local market where the terms of the contract is based. Changes in forward purchase contracts and exchange-traded futures and options contracts are recognized as a component of cost of goods sold.
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Derivative Financial Instruments
The company uses various derivative financial instruments, including exchange-traded futures and exchange-traded and over-the-counter options contracts, to attempt to minimize risk and the effect of commodity price changes including but not limited to, corn, ethanol, natural gas and other agricultural and energy products. The company monitors and manages this exposure as part of its overall risk management policy to reduce the adverse effect market volatility may have on its operating results. The company may hedge these commodities as one way to mitigate risk; however, there may be situations when these hedging activities themselves result in losses.
By using derivatives to hedge exposures to changes in commodity prices, the company is exposed to credit and market risk. The company’s exposure to credit risk includes the counterparty’s failure to fulfill its performance obligations under the terms of the derivative contract. The company minimizes its credit risk by entering into transactions with high quality counterparties, limiting the amount of financial exposure it has with each counterparty and monitoring their financial condition. Market risk is the risk that the value of the financial instrument might be adversely affected by a change in commodity prices or interest rates. The company manages market risk by incorporating parameters to monitor exposure within its risk management strategy, which limits the types of derivative instruments and strategies the company can use and the degree of market risk it can take using derivative instruments.
Forward contracts are recorded at fair value unless the contracts qualify for, and the company elects, normal purchase or sale exceptions. Changes in fair value are recorded in operating income unless the contracts qualify for, and the company elects, cash flow hedge accounting treatment.
Certain qualifying derivatives related to ethanol production and agribusiness and energy services are designated as cash flow hedges. The company evaluates the derivative instrument to ascertain its effectiveness prior to entering into cash flow hedges. Unrealized gains and losses are reflected in accumulated other comprehensive income or loss until the gain or loss from the underlying hedged transaction is realized and the physical transaction is completed. When it becomes probable a forecasted transaction will not occur, the cash flow hedge treatment is discontinued, which affects earnings. These derivative financial instruments are recognized in current assets or current liabilities at fair value.
At times, the company hedges its exposure to changes in inventory values and designates qualifying derivatives as fair value hedges. The carrying amount of the hedged inventory is adjusted in the current period for changes in fair value. Estimated fair values carried at market are based on exchange-quoted prices, adjusted as appropriate for regional location basis values which represent differences in local markets including transportation as well as quality or grade differences. Basis values are generally determined using inputs from broker quotations or other market transactions. However, a portion of the value may be derived using unobservable inputs. Ineffectiveness of the hedges is recognized in the current period to the extent the change in fair value of the inventory is not offset by the change in fair value of the derivative.
Investments in Equity Method Investees
The company's equity method investments, which consist primarily of the company's 50 % investment in GP Turnkey Tharaldson, totaled $ 54.6 million and $ 51.6 million as of March 31, 2025 and December 31, 2024, respectively, and are reflected in other assets on the consolidated balance sheet. The company did not capitalize any interest related to our equity method investments during the three months ended March 31, 2025. Interest capitalized during the three months ended March 31, 2024 totaled $ 0.5 million.
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2. REVENUE
Revenue by Source
The following tables disaggregate revenue by major source (in thousands):
Three Months Ended March 31, 2025
Ethanol Production Agribusiness & Energy
Services Eliminations Total
Revenues
Revenues from contracts with customers under ASC 606
Ethanol $ — $ — $ — $ —
Distillers grains 19,389 3,560 — 22,949
Other 11,244 1,653 — 12,897
Intersegment revenues 314 68 ( 382 ) —
Total revenues from contracts with customers 30,947 5,281 ( 382 ) 35,846
Revenues from contracts accounted for as derivatives under ASC 815 (1)
Ethanol 378,221 70,102 — 448,323
Distillers grains 57,534 6,081 — 63,615
Renewable corn oil 31,070 — — 31,070
Other — 22,661 — 22,661
Intersegment revenues — 5,704 ( 5,704 ) —
Total revenues from contracts accounted for as derivatives 466,825 104,548 ( 5,704 ) 565,669
Total Revenues $ 497,772 $ 109,829 $ ( 6,086 ) $ 601,515
Three Months Ended March 31, 2024
Ethanol Production Agribusiness & Energy
Services Eliminations Total
Revenues
Revenues from contracts with customers under ASC 606
Ethanol $ — $ — $ — $ —
Distillers grains 24,800 — — 24,800
Other 14,347 2,412 — 16,759
Intersegment revenues 1,213 89 ( 1,302 ) —
Total revenues from contracts with customers 40,360 2,501 ( 1,302 ) 41,559
Revenues from contracts accounted for as derivatives under ASC 815 (1)
Ethanol 350,112 73,375 — 423,487
Distillers grains 77,923 9,690 — 87,613
Renewable corn oil 34,160 — — 34,160
Other 3,104 7,291 — 10,395
Intersegment revenues — 6,139 ( 6,139 ) —
Total revenues from contracts accounted for as derivatives 465,299 96,495 ( 6,139 ) 555,655
Total Revenues $ 505,659 $ 98,996 $ ( 7,441 ) $ 597,214
(1) Revenues from contracts accounted for as derivatives represent physically settled derivative sales that are outside the scope of ASC 606.
Major Customer
Revenues from Customer A represented approximately 13 % and 15 % of total revenues for the three months ended March 31, 2025 and 2024, respectively, recorded within the ethanol production segment. Revenues from Customer B and Customer C represented approximately 12 % and 10 %, respectively, of total revenues for the three months ended March 31, 2025, recorded within the ethanol production segment.
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3. ACQUISITION
Green Plains Partners Merger
On January 9, 2024, the transactions contemplated by the Merger Agreement were completed and the company issued approximately 4.7 million shares of common stock to acquire all of the publicly held common units of the partnership not already owned by the company prior to the Merger at a fixed exchange ratio of 0.405 shares of the company's common stock, par value $ 0.001 per share, along with $ 2.50 of cash consideration for each partnership common unit. The total consideration as a result of the Merger was $ 143.1 million, which was comprised of $ 29.2 million in cash and $ 113.9 million of common stock exchanged. As a result of the Merger, the partnership's common units are no longer publicly traded.
The interests in the partnership owned by the company and its subsidiaries remain outstanding as limited partner interests in the surviving entity. The General Partner of the partnership will continue to own the non-economic general partner interest in the surviving entity.
Since the company controlled the partnership prior to the Merger and continues to control the partnership after the Merger, the company accounted for the change in its ownership interest in the partnership as an equity transaction during the three months ended March 31, 2024, which is reflected as a reduction of non-controlling interest with a corresponding increase to common stock and additional paid-in capital. No gain or loss was recognized in the consolidated statements of operations as a result of the Merger.
Prior to the effective time of the Merger on January 9, 2024, public unitholders owned a 49.2 % limited partner interest, the company owned a 48.8 % limited partner interest and a 2.0 % general partner interest in the partnership. For the three months ended March 31, 2024, the non-controlling interest attributed to the partnership common units held by the public of $ 133.8 million were recorded as a reduction of non-controlling interest with a corresponding increase to additional paid-in capital.
The company incurred transaction costs of $ 5.5 million related to the Merger during the three months ended March 31, 2024. These costs were directly related to the Merger consisting primarily of financial advisory services, legal services and other professional fees, and were recorded as an offset to the issuance of common stock within additional paid-in capital.
4. FAIR VALUE DISCLOSURES
The following methods, assumptions and valuation techniques were used in estimating the fair value of the company’s financial instruments:
Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities the company can access at the measurement date.
Level 2 – directly or indirectly observable inputs such as quoted prices for similar assets or liabilities in active markets other than quoted prices included within Level 1, quoted prices for identical or similar assets in markets that are not active, and other inputs that are observable or can be substantially corroborated by observable market data through correlation or other means. Fair value hedged inventories in the agribusiness and energy services segment as well as forward commodity purchase and sale contracts are valued at nearby futures values, plus or minus nearby basis values, which represent differences in local markets, including transportation or commodity quality or grade differences.
Level 3 – unobservable inputs that are supported by little or no market activity and comprise a significant component of the fair value of the assets or liabilities. The company currently does not have any recurring Level 3 financial instruments.
Derivative contracts include exchange-traded commodity futures and options contracts and forward commodity purchase and sale contracts. Exchange-traded futures and options contracts are valued based on unadjusted quoted prices in active markets and are classified in Level 1. The majority of the company’s exchange-traded futures and options contracts are cash-settled on a daily basis.
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There have been no changes in valuation techniques and inputs used in measuring fair value. The company’s assets and liabilities by level are as follows (in thousands):
Fair Value Measurements at March 31, 2025
Quoted Prices in
Active Markets for
Identical Assets
(Level 1) Significant Other
Observable Inputs
(Level 2) Total
Assets
Cash and cash equivalents $ 98,610 $ — $ 98,610
Restricted cash 27,993 — 27,993
Inventories carried at market — 21,930 21,930
Derivative financial instruments - assets — 9,765 9,765
Total assets measured at fair value $ 126,603 $ 31,695 $ 158,298
Liabilities
Accounts payable (1)
$ — $ 15,110 $ 15,110
Derivative financial instruments - liabilities — 12,038 12,038
Other liabilities (2)
— 1,062 1,062
Total liabilities measured at fair value $ — $ 28,210 $ 28,210
Fair Value Measurements at December 31, 2024
Quoted Prices in
Active Markets for
Identical Assets
(Level 1) Significant Other
Observable Inputs
(Level 2) Total
Assets
Cash and cash equivalents $ 173,041 $ — $ 173,041
Restricted cash 36,354 — 36,354
Inventories carried at market — 48,500 48,500
Derivative financial instruments - assets — 10,154 10,154
Total assets measured at fair value $ 209,395 $ 58,654 $ 268,049
Liabilities
Accounts payable (1)
$ — $ 23,208 $ 23,208
Accrued and other liabilities (2)
— 2,094 2,094
Derivative financial instruments - liabilities — 4,791 4,791
Other liabilities (2)
— 979 979
Total liabilities measured at fair value $ — $ 31,072 $ 31,072
(1) Accounts payable is generally stated at historical amounts with the exception of $ 15.1 million and $ 23.2 million at March 31, 2025 and December 31, 2024, 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) Accrued and other liabilities includes $ 2.1 million at December 31, 2024, while other liabilities includes $ 1.1 million and $ 1.0 million of consideration related to potential earn-out payments recorded at fair value at March 31, 2025 and December 31, 2024, respectively.
As of March 31, 2025, the fair value of the company’s debt was approximately $ 517.8 million compared with a book value of $ 571.8 million. At December 31, 2024, the fair value of the company’s debt was approximately $ 518.6 million compared with a book value of $ 575.4 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 $ 97.1 million and $ 94.9 million at March 31, 2025 and December 31, 2024, respectively.
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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.
5. SEGMENT INFORMATION
The company reports the financial and operating performance for the following two operating segments: (1) ethanol production, which includes the production, storage and transportation of ethanol, distillers grains, Ultra-High Protein and renewable corn oil and (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, Ultra-High Protein, renewable corn oil, natural gas and other commodities.
Corporate activities include selling, general and administrative expenses, consisting primarily of compensation, professional fees, overhead costs, gain on sale of assets, and restructuring costs not directly related to a specific operating segment.
During the normal course of business, the operating segments conduct business with each other. For example, the agribusiness and energy services segment procures grain and natural gas and sells products, including ethanol, distillers grains, Ultra-High Protein and renewable corn oil for the ethanol production segment. These intersegment activities are treated like third-party transactions with origination, marketing and storage fees charged at estimated market values. Consequently, these transactions affect segment performance; however, they do not impact the company’s consolidated results since the revenues and corresponding costs are eliminated.
The Chief Operating Decision Maker ("CODM") for the company is the Interim Principal Executive Officer. The CODM utilizes EBITDA to assess segment performance, which is derived from revenue less cost of goods sold and selling, general and administrative expenses. The CODM manages and allocates resources to the operations of the Company's two segments. This enables the Interim Principal Executive Officer to assess the Company’s overall level of available resources and determine how best to deploy these resources for capital expenditure, research and development projects, and other strategic opportunities that are in line with our long-term strategic goals. The CODM is regularly provided with consolidated expense information or forecasted expense information for the applicable reportable segment.
The following tables set forth certain financial data for the company’s operating segments (in thousands):
Three Months Ended
March 31,
2025 2024
Revenues
Ethanol production
Revenues from external customers $ 497,458 $ 504,446
Intersegment revenues 314 1,213
Total segment revenues 497,772 505,659
Agribusiness and energy services
Revenues from external customers 104,057 92,768
Intersegment revenues 5,772 6,228
Total segment revenues 109,829 98,996
Revenues including intersegment activity 607,601 604,655
Intersegment eliminations ( 6,086 ) ( 7,441 )
$ 601,515 $ 597,214
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Refer to Note 2 - Revenue , for further disaggregation of revenue by operating segment.
Three Months Ended
March 31,
2025 2024
Cost of goods sold
Ethanol production (1)
$ 503,464 $ 508,302
Agribusiness and energy services 101,098 87,986
Intersegment eliminations ( 6,086 ) ( 7,441 )
$ 598,476 $ 588,847
Three Months Ended
March 31,
2025 2024
Gross margin
Ethanol production (1)
$ ( 5,692 ) $ ( 2,643 )
Agribusiness and energy services 8,731 11,010
$ 3,039 $ 8,367
Three Months Ended
March 31,
2025 2024
Depreciation and amortization
Ethanol production $ 21,035 $ 20,534
Agribusiness and energy services 598 505
Corporate activities 754 448
$ 22,387 $ 21,487
Three Months Ended
March 31,
2025 2024
Operating income (loss)
Ethanol production (1)
$ ( 39,550 ) $ ( 33,653 )
Agribusiness and energy services 1,533 6,004
Corporate activities (2)
( 24,243 ) ( 17,240 )
$ ( 62,260 ) $ ( 44,889 )
(1) Ethanol production includes an inventory lower of cost or net realizable value adjustment of $ 2.5 million and $ 4.2 million for the three months ended March 31, 2025 and 2024, respectively.
(2) Corporate activities includes $ 10.3 million of restructuring costs for the three months ended March 31, 2025 as a result of the company's cost reduction initiative, including severance related to the departure of its CEO.
During the three months ended March 31, 2025, the company incurred restructuring costs related to severance, stock based compensation and other charges as a result of cost reduction initiatives that were recorded within the following line items in the consolidated statements of operations (in thousands):
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Three Months Ended
March 31, 2025
Ethanol production Agribusiness and energy services Corporate activities Subtotal
Cost of goods sold $ 2,260 459 — $ 2,719
Selling, general and administrative expenses 210 1,658 10,341 12,209
Other, net — 154 1,505 1,659
Total restructuring costs $ 2,470 2,271 11,846 $ 16,587
The following tables reconcile EBITDA, our segment measure of profit or loss, to net loss (in thousands). EBITDA is defined as earnings before interest expense, income taxes, depreciation and amortization excluding the amortization of right-of-use assets and debt issuance costs.
Three Months Ended March 31, 2025
Ethanol production Agribusiness and energy services Subtotal
EBITDA $ ( 19,416 ) $ 3,156 $ ( 16,260 )
Depreciation and amortization ( 21,035 ) ( 598 ) ( 21,633 )
Interest expense ( 4,820 ) ( 2,427 ) ( 7,247 )
Subtotal $ ( 45,271 ) $ 131 $ ( 45,140 )
Unallocated corporate expenses (1)
( 27,666 )
Income tax expense, net of equity method income tax benefit 165
Net loss $ ( 72,641 )
Three Months Ended March 31, 2024
Ethanol production Agribusiness and energy services Subtotal
EBITDA $ ( 13,621 ) $ 7,056 $ ( 6,565 )
Depreciation and amortization ( 20,534 ) ( 505 ) ( 21,039 )
Interest expense ( 5,061 ) ( 1,141 ) ( 6,202 )
Subtotal $ ( 39,216 ) $ 5,410 $ ( 33,806 )
Unallocated corporate expenses (1)
( 16,987 )
Income tax expense, net of equity method income tax benefit ( 329 )
Net loss $ ( 51,122 )
(1) Corporate expenses include selling, general administrative expenses, depreciation and amortization, interest expense, and during 2025 includes restructuring costs related to cost savings initiatives and the departure of our CEO.
The following table sets forth total assets by operating segment (in thousands):
March 31,
2025 December 31,
2024
Total assets (1)
Ethanol production $ 1,244,617 $ 1,234,635
Agribusiness and energy services 351,655 412,006
Corporate assets 77,219 143,716
Intersegment eliminations ( 6,919 ) ( 8,183 )
$ 1,666,572 $ 1,782,174
(1) Asset balances by segment exclude intercompany balances.
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6. INVENTORIES
Inventories are carried at the lower of cost or net realizable value, except fair-value hedged inventories. There was a $ 2.5 million and $ 2.1 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 March 31, 2025 and December 31, 2024, respectively.
The components of inventories are as follows (in thousands):
March 31,
2025 December 31,
2024
Finished goods $ 60,166 $ 72,863
Commodities held for sale 21,930 48,500
Raw materials 33,479 37,334
Work-in-process 13,516 13,569
Supplies and parts 57,980 55,178
$ 187,071 $ 227,444
7. DERIVATIVE FINANCIAL INSTRUMENTS
At March 31, 2025, the company’s consolidated balance sheet reflected unrealized losses of $ 1.3 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. The amount realized in operating income (loss) will differ as commodity prices change.
Fair Values of Derivative Instruments
The fair values of the company’s derivative financial instruments and the line items on the consolidated balance sheets where they are reported are as follows (in thousands):
Asset Derivatives'
Fair Value Liability Derivatives'
Fair Value
March 31,
2025 December 31,
2024 March 31,
2025 December 31,
2024
Derivative financial instruments - forwards $ 9,765 (1)
$ 10,154 $ 12,038
$ 4,791 (2)
Other liabilities — — 9 15
Total $ 9,765 $ 10,154 $ 12,047 $ 4,806
(1) At March 31, 2025, derivative financial instruments, as reflected on the balance sheet, includes net unrealized gains on exchange-traded futures and options contracts of $ 8.0 million, which include $ 0.7 million of net unrealized losses on derivative financial instruments designated as cash flow hedging instruments, and $ 1.4 million of net unrealized gains on derivative financial instruments designated as fair value hedging instruments, and the balance representing economic hedges,
(2) At December 31, 2024, derivative financial instruments, as reflected on the balance sheet, includes net unrealized losses on exchange-traded futures and options contracts of $ 4.7 million, which include $ 0.5 million of net unrealized gains on derivative financial instruments designated as cash flow hedging instruments, $ 3.0 million of unrealized losses on derivative financial instruments designated as fair value hedging instruments, and the balance representing economic hedges.
Refer to Note 4 - Fair Value Disclosures , which contains fair value information related to derivative financial instruments.
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Effect of Derivative Instruments on Consolidated Balance Sheets, Consolidated Statements of Operations and Consolidated Statements of Comprehensive Loss
The gains or losses recognized in income and other comprehensive income related to the company’s derivative financial instruments and the line items on the consolidated financial statements where they are reported are as follows (in thousands):
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
Location of Gain (Loss) Reclassified from Accumulated Other
Comprehensive Income into Income Three Months Ended
March 31,
2025 2024
Revenues $ ( 25 ) $ 3,736
Cost of goods sold ( 24 ) ( 10,723 )
Net loss recognized in loss before income taxes $ ( 49 ) $ ( 6,987 )
Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives
Gain (Loss) Recognized in Other Comprehensive Income on
Derivatives Three Months Ended
March 31,
2025 2024
Commodity contracts $ ( 3,032 ) $ ( 7,959 )
A portion of the company’s derivative instruments are considered economic hedges and as such are not designated as hedging instruments. The company uses exchange-traded futures and options contracts to manage its net position of product inventories and forward cash purchase and sales contracts to reduce price risk caused by market fluctuations. Derivatives, including exchange-traded contracts and forward commodity purchase or sale contracts, and inventories of certain agricultural products, which include amounts acquired under deferred pricing contracts, are stated at fair value. Fair value estimates are based on exchange-quoted prices, adjusted as appropriate for regional location basis value, which represent differences in local markets including transportation as well as quality or grade differences.
Amount of Gain (Loss)
Recognized in Income on Derivatives
Derivatives Not Designated as
Hedging Instruments Location of Gain (Loss) Recognized in Income
on Derivatives Three Months Ended
March 31,
2025 2024
Exchange-traded futures and options Revenues $ 2,892 $ ( 1,073 )
Forwards Revenues 2,332 ( 2,729 )
Exchange-traded futures and options Cost of goods sold ( 1,373 ) 3,037
Forwards Cost of goods sold ( 6,982 ) 2,868
Net gain (loss) recognized in loss before income taxes $ ( 3,131 ) $ 2,103
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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, 2025 December 31, 2024
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 Liabilities Carrying Amount of the Hedged Assets Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Liabilities
Inventories $ 21,930 $ 2,655 $ 48,500 $ 8,166
Effect of Cash Flow and Fair Value Hedge Accounting on the Statements of Operations (in thousands):
Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships for the Three Months Ended March 31,
2025 2024
Revenue Cost of
Goods Sold Revenue Cost of
Goods Sold
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 $ ( 25 ) $ ( 24 ) $ 3,736 $ ( 10,723 )
Gain (loss) on fair value hedging relationships
Commodity contracts
Fair-value hedged inventories — 1,138 — ( 4,361 )
Exchange-traded futures designated as hedging instruments — 231 — 5,262
Total amounts of income and expense line items presented in the consolidated statement of operations in which the effects of cash flow or fair value hedges are recorded $ ( 25 ) $ 1,345 $ 3,736 $ ( 9,822 )
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The notional volume of open commodity derivative positions as of March 31, 2025 are as follows (in thousands):
Exchange-Traded (1)
Non-Exchange-Traded (2)
Derivative
Instruments Net Long &
(Short) Long (Short) Unit of
Measure Commodity
Futures 4,120 Bushels Corn
Futures ( 4,295 ) (4)
Bushels Corn
Futures ( 106,218 ) Gallons Ethanol
Futures ( 7,688 ) MmBTU Natural Gas
Futures 6,590 (3)
MmBTU Natural Gas
Futures ( 165 ) (4)
MmBTU Natural Gas
Options 2 Tons Soybean Meal
Options 310 Pounds Soybean Oil
Forwards 36,821 — Bushels Corn
Forwards 5,974 ( 197,075 ) Gallons Ethanol
Forwards 94 ( 219 ) Tons Distillers Grains
Forwards — ( 55,505 ) Pounds Renewable Corn Oil
Forwards 16,212 ( 292 ) MmBTU Natural Gas
(1) Notional volume of exchange-traded futures and options are presented on a net long and (short) position basis. Options are presented on a delta-adjusted basis.
(2) Notional volume of non-exchange-traded forward physical contracts are presented on a gross long and (short) position basis, including both fixed-price and basis contracts, for which only the basis portion of the contract price is fixed.
(3) Notional volume of exchange-traded futures used for cash flow hedges.
(4) Notional volume of exchange-traded futures used for fair value hedges.
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 $ 2.6 million and $ 1.8 million for the three months ended March 31, 2025 and 2024, respectively, on energy trading contracts.
8. DEBT
The components of long-term debt are as follows (in thousands):
March 31,
2025 December 31,
2024
Corporate
2.25 % convertible notes due 2027 (1)
$ 230,000 $ 230,000
Green Plains SPE LLC
$ 125.0 million junior secured mezzanine notes due 2026 (2)
125,000 125,000
Green Plains Shenandoah
$ 75.0 million loan agreement due 2035 (3)
71,250 71,625
Other 10,940 11,163
Total book value of long-term debt 437,190 437,788
Unamortized debt issuance costs ( 2,836 ) ( 3,210 )
Less: current maturities of long-term debt ( 2,118 ) ( 2,118 )
Total long-term debt $ 432,236 $ 432,460
(1) The 2.25 % notes had $ 2.4 million and $ 2.7 million of unamortized debt issuance costs as of March 31, 2025 and December 31, 2024, respectively.
(2) The junior notes had $ 0.2 million of unamortized debt issuance costs as of both March 31, 2025 and December 31, 2024.
(3) The loan had $ 0.2 million and $ 0.3 million of unamortized debt issuance costs as of both March 31, 2025 and December 31, 2024, respectively.
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The components of short-term notes payable and other borrowings are as follows (in thousands):
March 31,
2025 December 31,
2024
Green Plains Finance Company, Green Plains Grain and Green Plains Trade
$ 350.0 million revolver
$ 129,000 $ 133,500
Green Plains Commodity Management
$ 40.0 million hedge line
8,424 7,329
$ 137,424 $ 140,829
Corporate Activities
In March 2021, the company issued an aggregate $ 230.0 million of 2.25 % convertible senior notes due on March 15, 2027. The 2.25 % notes bear interest at a rate of 2.25 % per year, payable on March 15 and September 15 of each year. The 2.25 % notes are senior, unsecured obligations of the company. The 2.25 % notes are convertible, at the option of the holders, into consideration consisting of, at the company’s election, cash, shares of the company’s common stock, or a combination of cash and stock (and cash in lieu of fractional shares). However, before September 15, 2026, the 2.25 % notes will not be convertible unless certain conditions are satisfied. The initial conversion rate is 31.6206 shares of the company’s common stock per $1,000 principal amount of 2.25 % notes (equivalent to an initial conversion price of approximately $ 31.62 per share of the company’s common stock), representing an approximately 37.5 % premium over the offering price of the company’s common stock. The conversion rate is subject to adjustment upon the occurrence of certain events, including but not limited to; the event of a stock dividend or stock split; the issuance of additional rights, options and warrants; spinoffs; or a tender or exchange offering. In addition, the company may be obligated to increase the conversion rate for any conversion that occurs in connection with certain corporate events, including the company’s calling the 2.25 % notes for redemption.
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. 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. In addition, upon the occurrence of a “fundamental change” (as defined in the indenture for the 2.25 % notes), holders of the 2.25 % notes will have the right, at their option, to require the company to repurchase their 2.25 % notes for cash at a price equal to 100 % of the principal amount of the 2.25 % notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
Ethanol Production Segment
On February 9, 2021, Green Plains SPE LLC, a wholly-owned special purpose subsidiary and parent of Green Plains Obion and Green Plains Mount Vernon, issued $ 125.0 million of junior secured mezzanine notes due 2026 (the “Junior Notes”) with BlackRock, a holder of a portion of the company’s common stock.
The Junior Notes were amended on May 7, 2025, which extended the maturity date from February 9, 2026 to May 15, 2026. The Junior Notes are secured by a pledge of the membership interests in and the real property owned by Green Plains Obion and Green Plains Mount Vernon. The proceeds of the Junior Notes were used to construct high protein processing systems at the Green Plains Obion and Green Plains Mount Vernon facilities. The Junior Notes accrue interest at an annual rate of 11.75 %. However, subject to the satisfaction of certain conditions, 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. Green Plains SPE LLC is required to comply with certain financial covenants regarding minimum liquidity at Green Plains and a maximum aggregate loan to value. 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.
On September 3, 2020, Green Plains Wood River and Green Plains Shenandoah, wholly-owned subsidiaries of the company, entered into a $ 75.0 million loan agreement with MetLife Real Estate Lending LLC. The loan matures on September 1, 2035 and is secured by substantially all of the assets of the Shenandoah facility. During the second quarter of
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2024, the agreement was modified to remove the Wood River facility from the assets considered to be secured under the loan agreement and Green Plains Wood River was removed as a counterparty to the loan agreement. The proceeds from the loan were used to add MSC™ technology at the Wood River and Shenandoah facilities as well as other capital expenditures.
The loan bears interest at a fixed rate of 5.02 %, plus an interest rate premium subject to quarterly adjustments from 0.00 % to 1.50 % based on the leverage ratio of total funded debt to EBITDA of Shenandoah. Principal payments of $ 1.5 million per year began in October 2022. Prepayments were prohibited until September 2024. Financial covenants of the loan agreement include a minimum loan to value ratio of 50 %, a minimum fixed charge coverage ratio of 1.25 x, a total debt service reserve of six months of future principal and interest payments and a minimum working capital requirement at Green Plains of not less than $ 0.10 per gallon of nameplate capacity or $ 90.3 million. The loan is guaranteed by the company and has certain limitations on distributions, dividends or loans to Green Plains by Shenandoah unless immediately after giving effect to such action, there will not exist any event of default. At March 31, 2025, 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.
Agribusiness and Energy Services Segment
On March 25, 2022, Green Plains Finance Company, Green Plains Grain and Green Plains Trade (collectively, the “Borrowers”), all wholly owned subsidiaries of the company, together with the company, as guarantor, entered into a five-year , $ 350.0 million senior secured sustainability-linked revolving Loan and Security Agreement (the “Facility”) with a group of financial institutions. This transaction refinanced the separate credit facilities previously held by Green Plains Grain and Green Plains Trade. The Facility matures on March 25, 2027.
The Facility includes revolving commitments totaling $ 350.0 million and an accordion feature whereby amounts available under the Facility may be increased by up to $ 100.0 million of new lender commitments subject to certain conditions. Each SOFR rate loan shall bear interest for each day at a rate per annum equal to the Term SOFR rate for the outstanding period plus a Term SOFR adjustment and an applicable margin of 2.25 % to 2.50 %, which is dependent on undrawn availability under the Facility. Each base rate loan shall bear interest at a rate per annum equal to the base rate plus the applicable margin of 1.25 % to 1.50 %, which is dependent on undrawn availability under the Facility. The unused portion of the Facility is also subject to a commitment fee of 0.275 % to 0.375 %, dependent on undrawn availability. Additionally, the applicable margin and commitment fee are subject to certain increases or decreases of up to 0.10 % and 0.025 %, respectively, tied to the company’s achievement of certain sustainability criteria, including the reduction of GHG emissions, recordable incident rate reduction, increased renewable corn oil production and the implementation of technology to produce sustainable ingredients.
The Facility contains customary affirmative and negative covenants, as well as the following financial covenants to be calculated as of the last day of any month: the current ratio of the Borrowers shall not be less than 1.00 to 1.00; the collateral coverage ratio of the Borrowers shall not be less than 1.20 to 1.00; and the debt to capitalization ratio of the company shall not be greater than 0.60 to 1.00.
The Facility also includes customary events of default, including without limitation, failure to make required payments of principal or interest, material incorrect representations and warranties, breach of covenants, events of bankruptcy and other certain matters. The Facility is secured by the working capital assets of the Borrowers and is guaranteed by the company. At March 31, 2025, the interest rate on the Facility was 7.50 %.
Green Plains Commodity Management has an uncommitted $ 40.0 million revolving credit facility to finance margins related to its hedging programs, which is secured by cash and securities held in its brokerage accounts. 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, 2025, the interest rate on the facility was 6.09 %.
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. 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, 2025.
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Covenant Compliance
The company was in compliance with its debt covenants as of March 31, 2025.
Restricted Net Assets
At March 31, 2025, there were approximately $ 22.3 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.
9. STOCK-BASED COMPENSATION
The company has an equity incentive plan which reserved a total of 6.9 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 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, 2025 is as follows:
Non-Vested
Shares and
Deferred Stock
Units Weighted-
Average Grant-
Date Fair Value Weighted-Average
Remaining
Vesting Term
(in years)
Non-Vested at December 31, 2024 735,513 $ 23.45
Granted 768,264 5.75
Forfeited ( 81,589 ) 21.68
Vested ( 342,774 ) 26.08
Non-Vested at March 31, 2025 1,079,414 $ 10.15 2.5
Performance Share Awards
On March 10, 2025, March 13, 2024, and March 9, 2023, the Compensation Committee of the Board granted performance shares to be awarded in the form of common stock to certain participants of the plan. These performance shares vest based on the level of achievement of certain performance goals, including the incremental value achieved from the company’s high-protein and clean sugar initiatives, annual production levels and return on investment (ROI). Performance shares granted in 2025 and 2024 include certain market-based factors requiring a Monte Carlo valuation model to estimate the fair value of the performance shares on the date of the grant. The weighted average assumptions used by the company in applying the Monte Carlo valuation model for performance share grants and related valuation include a risk-free interest rate of 3.87 % and 4.44 %, dividend yields of 0 %, expected volatility of 55.4 % and 54.6 %, closing stock price on the date of grant of $ 5.48 and $ 20.21 , resulting in an estimated fair value of $ 7.08 and $ 25.23 per share. Performance shares granted in 2023 do not contain market-based factors requiring a Monte Carlo valuation model. The performance shares were granted at a target of 100 %, but each performance share can be reduced or increased depending on results for the performance period. If the company achieves the maximum performance goals, the maximum amount of shares available to be issued pursuant to the 2025, 2024 and 2023 awards are 950,870 performance shares which represents 200 % of the 475,435 performance shares that remain outstanding, excluding forfeited shares. The actual number of performance shares that will ultimately vest is based on the actual performance targets achieved at the end of the performance period. This excludes an additional 69,959 performance shares granted to the Interim Principal Executive Officer in 2023, 2024 and 2025, which will vest at 100 % of target on December 31, 2025.
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On March 14, 2022, the Compensation Committee of the Board granted performance shares to be awarded in the form of common stock to certain participants of the plan. The performance shares were granted at a target of 100 %, but each performance share was reduced or increased depending on results for the performance period. On March 14, 2025, based on the criteria discussed above, the 2022 performance shares vested at 30 %, which resulted in the issuance of 14,259 shares of common stock.
On February 28, 2025, the company announced the departure of Todd Becker as President and Chief Executive Officer, effective March 1, 2025. In accordance with his separation agreement, 221,895 of remaining outstanding performance shares that were granted during 2022, 2023, and 2024 vested immediately at target.
The non-vested performance share award activity for the three months ended March 31, 2025 is as follows:
Performance
Shares Weighted-
Average Grant-
Date Fair Value Weighted-Average
Remaining
Vesting Term
(in years)
Non-Vested at December 31, 2024 538,572 $ 27.82
Granted 360,895 5.48
Forfeited ( 117,919 ) 28.10
Vested ( 236,154 ) 28.18
Non-Vested at March 31, 2025 545,394 $ 12.83 2.5
Stock-Based Compensation Expense
Compensation costs for the stock-based payment plan were $ 8.8 million and $ 3.1 million for the three months ended March 31, 2025 and 2024, respectively, with the increase primarily driven by accelerated vesting for the company's CEO. At March 31, 2025, there was $ 13.0 million of unrecognized compensation costs from stock-based compensation related to non-vested awards. This compensation is expected to be recognized over a weighted-average period of approximately 2.6 years. The potential tax benefit related to stock-based payment is approximately 24.0 % of these expenses.
10. EARNINGS PER SHARE
Basic earnings per share, or EPS, is calculated by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period.
The company computes diluted EPS by dividing net income on an if-converted basis, adjusted to add back net interest expense related to the convertible debt instruments, by the weighted average number of common shares outstanding during the period, adjusted to include the shares that would be issued if the convertible debt instruments were converted to common shares and the effect of any outstanding dilutive securities.
The basic and diluted EPS are calculated as follows (in thousands):
Three Months Ended
March 31,
2025 2024
Net loss attributable to Green Plains $ ( 72,906 ) $ ( 51,412 )
Weighted average shares outstanding - basic and diluted 64,069 63,341
EPS - basic and diluted $ ( 1.14 ) $ ( 0.81 )
Anti-dilutive weighted-average convertible debt, warrants and stock-based compensation (1)
7,775 7,634
(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.
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11. STOCKHOLDERS’ EQUITY
Green Plains Partners Merger
As a result of the Merger, for the three months ended March 31, 2024, the company issued approximately 4.7 million shares of common stock and recorded par value $ 0.001 per share, paid cash consideration of $ 29.2 million, extinguished the non-controlling interest attributed to the partnership common units held by the public of $ 133.8 million, and capitalized transaction costs of $ 7.5 million, within additional paid-in capital. Refer to Note 3 - Acquisition included herein for more information.
Components of stockholders’ equity for the three months ended March 31, 2025 and 2024 are as follows (in thousands):
Common Stock Additional
Paid-in
Capital Retained Deficit Accumulated Other
Comprehensive Income (Loss) Treasury Stock Total
Green Plains
Stockholders'
Equity Non-
Controlling
Interests Total
Stockholders'
Equity
Shares Amount Shares Amount
Balance, December 31, 2024 67,512 $ 68 $ 1,213,646 $ ( 318,298 ) $ 973 2,805 $ ( 31,174 ) $ 865,215 $ 9,322 $ 874,537
Net loss — — — ( 72,906 ) — — — ( 72,906 ) 265 ( 72,641 )
Other comprehensive loss before reclassification — — — — ( 2,307 ) — — ( 2,307 ) — ( 2,307 )
Amounts reclassified from accumulated other comprehensive loss — — — — 37 — — 37 — 37
Other comprehensive loss, net of tax — — — — ( 2,270 ) — — ( 2,270 ) — ( 2,270 )
Investment in subsidiaries — — — — — — — — 94 94
Stock-based compensation 688 — 7,468 — — — — 7,468 — 7,468
Balance, March 31, 2025 68,200 $ 68 $ 1,221,114 $ ( 391,204 ) $ ( 1,297 ) 2,805 $ ( 31,174 ) $ 797,507 $ 9,681 $ 807,188
Common Stock Additional
Paid-in
Capital Retained Deficit Accumulated Other
Comprehensive Loss Treasury Stock Total
Green Plains
Stockholders'
Equity Non-
Controlling
Interests Total
Stockholders'
Equity
Shares Amount Shares Amount
Balance, December 31, 2023 62,327 $ 62 $ 1,113,806 $ ( 235,801 ) $ ( 3,160 ) 2,805 $ ( 31,174 ) $ 843,733 $ 146,323 $ 990,056
Net loss — — — ( 51,412 ) — — — ( 51,412 ) 290 ( 51,122 )
Cash dividends and distributions declared — — — — — — — — — —
Other comprehensive loss before reclassification — — — — ( 6,043 ) — — ( 6,043 ) — ( 6,043 )
Amounts reclassified from accumulated other comprehensive loss — — — — 5,305 — — 5,305 — 5,305
Other comprehensive loss, net of tax — — — — ( 738 ) — — ( 738 ) — ( 738 )
Investment in subsidiaries — — — — — — — — 166 166
Partnership Merger 4,746 5 97,035 — — — — 97,040 ( 133,765 ) ( 36,725 )
Stock-based compensation 349 — ( 1,169 ) — — — — ( 1,169 ) — ( 1,169 )
Balance, March 31, 2024 67,422 $ 67 $ 1,209,672 $ ( 287,213 ) $ ( 3,898 ) 2,805 $ ( 31,174 ) $ 887,454 $ 13,014 $ 900,468
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Amounts reclassified from accumulated other comprehensive loss are as follows (in thousands):
Three Months Ended
March 31, Statements of
Operations
Classification
2025 2024
Gains (losses) on cash flow hedges
Commodity derivatives $ ( 25 ) $ 3,736 (1)
Commodity derivatives ( 24 ) ( 10,723 ) (2)
Total losses on cash flow hedges ( 49 ) ( 6,987 ) (3)
Income tax benefit 12 1,682 (4)
Amounts reclassified from accumulated other comprehensive loss $ ( 37 ) $ ( 5,305 )
(1) Revenues
(2) Costs of goods sold
(3) Loss before income taxes and loss from equity method investees
(4) Income tax benefit
12. INCOME TAXES
The company records actual income tax expense or benefit during interim periods rather than on an annual effective tax rate method. Certain items are given discrete period treatment and the tax effect of those items are reported in full in the relevant interim period.
The IRA was signed into law on August 16, 2022. 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. It also permits more flexibility for taxpayers to use the credits with direct-pay and transferable credit options. In addition, the IRA includes key revenue-raising provisions which include a 15% book-income alternative minimum tax on corporations with adjusted financial statement income over $ 1 billion, a 1% excise tax on the value of certain net stock repurchases by publicly traded companies, and the reinstatement of Superfund excise taxes. The company expects it will benefit from certain energy related tax credits in future years and not be negatively impacted by the revenue raising provisions; however, the company does not have enough information to provide a reasonable estimate of future tax benefits at this time.
On January 9, 2024, the transactions contemplated by the Merger Agreement were completed as described in more detail in Note 3 - Acquisition included herein. For income tax purposes, the total consideration given by the company in exchange for the remaining interest in the partnership, creates a tax basis in the acquired interest. Because the GAAP basis in the acquired interest is less than the total consideration, a new deferred tax asset was created. The company's valuation allowance on deferred tax assets increased by a corresponding amount, which did not have a material impact on the company's consolidated financial statements.
The company recorded income tax expense of $ 0.1 million for the three months ended March 31, 2025, compared with income tax expense of $ 0.3 million for the same period in 2024.
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 .
13. COMMITMENTS AND CONTINGENCIES
Lease Expense
The company leases certain facilities, parcels of land, and equipment, with remaining terms ranging from less than one year to approximately 12.6 years. The land and facility leases include renewal options. The renewal options are included in the lease term only for those sites or locations in which they are reasonably certain to be renewed. Equipment renewals are not considered reasonably certain to be exercised as they typically renew with significantly different underlying terms.
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The components of lease expense are as follows (in thousands):
Three Months Ended
March 31,
2025 2024
Lease expense
Operating lease expense $ 7,328 $ 7,136
Variable lease expense (1)
222 186
Total lease expense $ 7,550 $ 7,322
(1) Represents amounts incurred in excess of the minimum payments required for a certain building lease and for the handling and unloading of railcars for a certain land lease, offset by railcar lease abatements provided by the lessor when railcars are out of service during periods of maintenance or upgrade.
Supplemental cash flow information related to operating leases is as follows (in thousands):
Three Months Ended
March 31,
2025 2024
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases $ 7,372 $ 6,988
Right-of-use assets obtained in exchange for lease obligations
Operating leases 282 7,163
Supplemental balance sheet information related to operating leases is as follows:
March 31,
2025 December 31,
2024
Weighted average remaining lease term 3.8 years 4.0 years
Weighted average discount rate 5.41 % 5.36 %
Aggregate minimum lease payments under the operating lease agreements for the remainder of 2025 and in future years are as follows (in thousands):
Year Ending December 31, Amount
2025 $ 20,515
2026 20,673
2027 16,303
2028 7,763
2029 4,357
Thereafter 5,655
Total 75,266
Less: Present value discount ( 7,538 )
Lease liabilities $ 67,728
Other Commitments
As of March 31, 2025, the company had contracted future purchases of grain, distillers grains and natural gas, valued at approximately $ 257.0 million and future commitments for storage and transportation, valued at approximately $ 37.7 million.
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The company has entered into contracts with Tallgrass High Plains Carbon Storage, LLC and its affiliates, related to the construction, development and operation of carbon capture and sequestration projects at our three Nebraska plants, which are expected to be completed in 2025. Payments associated with these contracts are due monthly over a period of twelve years , commencing after the capture facilities are considered in-service. Amounts due under the contracts are based on the achievement of certain project milestones and are subject to termination of all or portions of the contracts. Certain of the future obligations to Tallgrass High Plains Carbon Storage LLC are secured by a leasehold deed of trust, security agreement and assignment of rents and leases. As of March 31, 2025, the company had incurred $ 28.5 million of accumulated construction costs in relation to the projects, presented as property, plant and equipment on the consolidated balance sheet, with an equal and offsetting liability presented as other liabilities.
Legal
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.
14. SUBSEQUENT EVENT
On May 7, 2025, the company entered into an amendment to its $ 125 million junior secured mezzanine notes (the “Junior Notes”) with BlackRock to extend the maturity date to May 15, 2026, with an amendment fee of 2.0 % to be added to the principal balance of the Junior Notes, payable at the maturity date. The amendment includes a trigger date of July 31, 2025, at which date if the Junior Notes are not repaid additional collateral will be required, fees will be assessed, and BlackRock's warrants will be repriced from a $ 22.00 to a $ 7.00 exercise price with the expiration date extended from April 28, 2026 to December 31, 2029. As a result, the outstanding balance is classified within long-term debt in the consolidated balance sheets.
On May 7, 2025, the company entered into a secured $ 30 million revolving credit facility with Ancora Alternatives LLC that matures on July 30, 2025. The facility bears interest at 10 % on borrowings and has a 0.5 % fee on the unused balance. Interest and fees are due on the 5th of each month. Also executed as part of the credit facility, the company has issued 1,504,140 stock warrants at a strike price of $ 0.01 per share. The warrants have a ten year exercise period.
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