Green Plains Inc 10-Q for FY2023 Q2
Green Plains Inc. (GPRE)
10-Q
2023-08-04
For: 2023-06-30
View Original
Added on
April 12, 2026
About this 10-Q
Green Plains Inc filed this 10-Q on August 4, 2023, covering the quarter ended June 30, 2023 (FY2023 Q2).
Headline figures
Quarter ended June 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $857.63M
- down 15.3% from $1.01B a year earlier
- Net loss
- $52.6M
- compared with net income of $46.4M a year earlier
- Diluted EPS
- -$0.89
- compared with $0.73 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 10-Q
(Mark One)
For the Quarterly Period Ended June 30, 2023
OR
For the transition period from ______ to ______
Commission File Number 001-32924
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
( | |||||
| (Address of principal executive offices, including zip code) | (Registrant’s telephone number, including area code) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||||||||
| Non-accelerated filer | ☐ | ||||||||||||||||
| Smaller reporting company | Emerging growth company | ||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes ☒ No
The registrant had 59,528,268 common stock outstanding as of July 28, 2023.
TABLE OF CONTENTS
| Page | ||||||||
2
Commonly Used Defined Terms
Green Plains Inc. and Subsidiaries:
| Green Plains Inc.; Green Plains; the company | Green Plains Inc. and its subsidiaries | ||||
| FQT | Fluid Quip Technologies, LLC | ||||
| Green Plains Commodity Management | Green Plains Commodity Management LLC | ||||
| Green Plains Finance Company | Green Plains Finance Company LLC | ||||
| Green Plains Grain | Green Plains Grain Company LLC | ||||
| Green Plains Mount Vernon; Mount Vernon | Green Plains Mount Vernon LLC | ||||
| Green Plains Obion; Obion | Green Plains Obion LLC | ||||
| Green Plains Partners; the partnership | Green Plains Partners LP | ||||
| Green Plains Shenandoah; Shenandoah | Green Plains Shenandoah LLC | ||||
| Green Plains Trade | Green Plains Trade Group LLC | ||||
| Green Plains Wood River; Wood River | Green Plains Wood River LLC | ||||
Accounting Defined Terms:
| ASC | Accounting Standards Codification | ||||
| EBITDA | Earnings before interest expense, income taxes, depreciation and amortization | ||||
| EPS | Earnings per share | ||||
| Exchange Act | Securities Exchange Act of 1934, as amended | ||||
| GAAP | U.S. Generally Accepted Accounting Principles | ||||
| LIBOR | London Interbank Offered Rate | ||||
| SEC | Securities and Exchange Commission | ||||
| SOFR | Secured Overnight Financing Rate | ||||
Industry and Other Defined Terms:
| ATJ | Alcohol-to-Jet | ||||
| BlackRock | Funds and accounts managed by BlackRock | ||||
| the CARES Act | Coronavirus Aid, Relief, and Economic Security Act | ||||
| CI | Carbon Intensity | ||||
| COVID-19 | Coronavirus Disease 2019 | ||||
CST™ | Clean Sugar Technology™ | ||||
| DOE | Department of Energy | ||||
| E10 | Gasoline blended with up to 10% ethanol by volume | ||||
| E15 | Gasoline blended with up to 15% ethanol by volume | ||||
| EIA | U.S. Energy Information Administration | ||||
| EPA | U.S. Environmental Protection Agency | ||||
| EV | Electric Vehicle | ||||
| FFV | Flexible-fuel vehicle | ||||
| GHG | Greenhouse gas | ||||
| LCFS | Low Carbon Fuel Standard | ||||
| MmBtu | Million British Thermal Units | ||||
| Mmg | Million gallons | ||||
MSC™ | Maximized Stillage Coproducts produced using process technology developed by Fluid Quip Technologies LLC | ||||
| MTBE | Methyl tertiary-butyl ether | ||||
| RFS | Renewable Fuels Standard | ||||
| RIN | Renewable identification number | ||||
| RVO | Renewable volume obligation | ||||
| SAF | Sustainable Aviation Fuel | ||||
| SRE | Small refinery exemption | ||||
| U.S. | United States | ||||
| USDA | U.S. Department of Agriculture | ||||
3
PART 1 – FINANCIAL INFORMATION
Item 1. Financial Statements.
GREEN PLAINS INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
| June 30, 2023 | December 31, 2022 | ||||||||||
| (unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
Accounts receivable, net of allowances of $ | |||||||||||
| Income taxes receivable | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other | |||||||||||
| Derivative financial instruments | |||||||||||
| Total current assets | |||||||||||
Property and equipment, net of accumulated depreciation and amortization of $ | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued and other liabilities | |||||||||||
| Derivative financial instruments | |||||||||||
| Operating lease current liabilities | |||||||||||
| Short-term notes payable and other borrowings | |||||||||||
| Current maturities of long-term debt | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Operating lease long-term liabilities | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 12) | |||||||||||
| Stockholders' equity | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Treasury stock, | ( | ( | |||||||||
| Total Green Plains stockholders' equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
See accompanying notes to the consolidated financial statements.
4
GREEN PLAINS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited and in thousands, except per share amounts)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Costs and expenses | |||||||||||||||||||||||
| Cost of goods sold (excluding depreciation and amortization expenses reflected below) | |||||||||||||||||||||||
| Operations and maintenance expenses | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Depreciation and amortization expenses | |||||||||||||||||||||||
| Total costs and expenses | |||||||||||||||||||||||
| Operating income (loss) | ( | ( | ( | ||||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Other, net | ( | ||||||||||||||||||||||
| Total other income (expense) | ( | ( | |||||||||||||||||||||
| Income (loss) before income taxes and income (loss) from equity method investees | ( | ( | ( | ||||||||||||||||||||
| Income tax benefit (expense) | ( | ( | ( | ||||||||||||||||||||
| Income (loss) from equity method investees | ( | ||||||||||||||||||||||
| Net income (loss) | ( | ( | ( | ||||||||||||||||||||
| Net income attributable to noncontrolling interests | |||||||||||||||||||||||
| Net income (loss) attributable to Green Plains | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Earnings per share | |||||||||||||||||||||||
| Net income (loss) attributable to Green Plains - basic | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Net income (loss) attributable to Green Plains - diluted | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Weighted average shares outstanding | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying notes to the consolidated financial statements.
5
GREEN PLAINS INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited and in thousands)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive income, net of tax | |||||||||||||||||||||||
Unrealized gains (losses) on derivatives arising during the period, net of tax benefit (expense) of ($ | ( | ( | ( | ||||||||||||||||||||
Reclassification of realized losses (gains) on derivatives, net of tax expense (benefit) of ($ | |||||||||||||||||||||||
| Total other comprehensive income (loss), net of tax | ( | ( | ( | ||||||||||||||||||||
| Comprehensive income (loss) | ( | ( | ( | ||||||||||||||||||||
| Comprehensive income attributable to noncontrolling interests | |||||||||||||||||||||||
| Comprehensive income (loss) attributable to Green Plains | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
See accompanying notes to the consolidated financial statements.
6
GREEN PLAINS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in thousands)
| Six Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of debt issuance costs and non-cash interest expense | |||||||||||
| Inventory lower of cost or net realizable value adjustment | |||||||||||
| Deferred income taxes | |||||||||||
| Stock-based compensation | |||||||||||
| Loss (income) from equity method investees | ( | ||||||||||
| Other | |||||||||||
| Changes in operating assets and liabilities | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Inventories | ( | ||||||||||
| Derivative financial instruments | ( | ||||||||||
| Prepaid expenses and other assets | ( | ( | |||||||||
| Accounts payable and accrued liabilities | ( | ( | |||||||||
| Current income tax expense (benefit) | ( | ||||||||||
| Other | ( | ( | |||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| Cash flows from investing activities | |||||||||||
| Purchases of property and equipment, net | ( | ( | |||||||||
| Proceeds from the sale of marketable securities | |||||||||||
| Investment in equity method investees | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities | |||||||||||
| Proceeds from the issuance of long-term debt | |||||||||||
| Payments of principal on long-term debt | ( | ( | |||||||||
| Proceeds from short-term borrowings | |||||||||||
| Payments on short-term borrowings | ( | ( | |||||||||
| Payments of dividends and distributions | ( | ( | |||||||||
| Payments of loan fees | ( | ( | |||||||||
| Payments related to tax withholdings for stock-based compensation | ( | ( | |||||||||
| Other financing activities | ( | ||||||||||
| Net cash provided by financing activities | |||||||||||
| Net change in cash and cash equivalents, and restricted cash | ( | ||||||||||
| Cash and cash equivalents, and restricted cash, beginning of period | |||||||||||
| Cash and cash equivalents, and restricted cash, end of period | $ | $ | |||||||||
Continued on the following page
7
GREEN PLAINS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in thousands)
Continued from the previous page
| Six Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Reconciliation of total cash and cash equivalents, and restricted cash | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Total cash and cash equivalents, and restricted cash | $ | $ | |||||||||
| Supplemental disclosures of cash flow | |||||||||||
| Cash paid for income taxes, net | $ | $ | |||||||||
| Cash paid for interest | $ | $ | |||||||||
| Capital expenditures in accounts payable | $ | $ | |||||||||
See accompanying notes to the consolidated financial statements.
8
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 basis. 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. The company determined that the limited partners in the partnership with equity at risk lack the power, through voting rights or similar rights, to direct the activities that most significantly impact the partnership’s economic performance; therefore, the partnership is considered a variable interest entity. The company, through its ownership of the general partner interest in the partnership, has the power to direct the activities that most significantly affect economic performance and is obligated to absorb losses and has the right to receive benefits that could be significant to the partnership. Therefore, the company is considered the primary beneficiary and consolidates the partnership in the company’s financial statements. The assets of the partnership cannot be used by the company for general corporate purposes. 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.
The accompanying unaudited 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 unaudited consolidated financial statements should be read in conjunction with the company’s annual report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 10, 2023.
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.
9
Use of Estimates in the Preparation of Consolidated Financial 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 impairment of goodwill, 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
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.
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.
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 and at times, funds in escrow related to acquisition and disposition activities. 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, including agricultural commodities, are recognized when control of the product is transferred to the customer, which depends on the agreed upon shipment or delivery terms. Revenues related to grain merchandising are presented gross and include shipping and handling, which is also a component of cost of goods sold.
10
Cost of Goods Sold
Cost of goods sold includes materials, direct labor, shipping and plant overhead 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 ethanol 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, repairs and maintenance and outbound freight charges.
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.
Operations and Maintenance Expenses
In the partnership segment, transportation expenses represent the primary component of operations and maintenance expenses. Transportation expenses include railcar leases, freight and shipping of the company’s ethanol and co-products, as well as costs incurred storing ethanol at destination terminals.
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.
11
2. REVENUE
Revenue by Source
The following tables disaggregate revenue by major source (in thousands):
| Three Months Ended June 30, 2023 | |||||||||||||||||||||||||||||
| Ethanol Production | Agribusiness & Energy Services | Partnership | Eliminations | Total | |||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||
| Revenues from contracts with customers under ASC 606 | |||||||||||||||||||||||||||||
| Ethanol | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Distillers grains | |||||||||||||||||||||||||||||
| Renewable corn oil | |||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||
| Intersegment revenues | ( | — | |||||||||||||||||||||||||||
| Total revenues from contracts with customers | ( | ||||||||||||||||||||||||||||
Revenues from contracts accounted for as derivatives under ASC 815 (1) | |||||||||||||||||||||||||||||
| Ethanol | |||||||||||||||||||||||||||||
| Distillers grains | |||||||||||||||||||||||||||||
| Renewable corn oil | |||||||||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||||||||
| Intersegment revenues | ( | — | |||||||||||||||||||||||||||
| Total revenues from contracts accounted for as derivatives | ( | ||||||||||||||||||||||||||||
Leasing revenues under ASC 842 (2) | ( | ||||||||||||||||||||||||||||
| Total Revenues | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
12
| Six Months Ended June 30, 2023 | |||||||||||||||||||||||||||||
| Ethanol Production | Agribusiness & Energy Services | Partnership | Eliminations | Total | |||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||
| Revenues from contracts with customers under ASC 606 | |||||||||||||||||||||||||||||
| Ethanol | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Distillers grains | |||||||||||||||||||||||||||||
| Renewable corn oil | |||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||
| Intersegment revenues | ( | — | |||||||||||||||||||||||||||
| Total revenues from contracts with customers | ( | ||||||||||||||||||||||||||||
Revenues from contracts accounted for as derivatives under ASC 815 (1) | |||||||||||||||||||||||||||||
| Ethanol | |||||||||||||||||||||||||||||
| Distillers grains | |||||||||||||||||||||||||||||
| Renewable corn oil | |||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||
| Intersegment revenues | ( | — | |||||||||||||||||||||||||||
| Total revenues from contracts accounted for as derivatives | ( | ||||||||||||||||||||||||||||
Leasing revenues under ASC 842 (2) | ( | ||||||||||||||||||||||||||||
| Total Revenues | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Three Months Ended June 30, 2022 | |||||||||||||||||||||||||||||
| Ethanol Production | Agribusiness & Energy Services | Partnership | Eliminations | Total | |||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||
| Revenues from contracts with customers under ASC 606 | |||||||||||||||||||||||||||||
| Ethanol | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Distillers grains | |||||||||||||||||||||||||||||
| Renewable corn oil | |||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||
| Intersegment revenues | ( | — | |||||||||||||||||||||||||||
| Total revenues from contracts with customers | ( | ||||||||||||||||||||||||||||
Revenues from contracts accounted for as derivatives under ASC 815 (1) | |||||||||||||||||||||||||||||
| Ethanol | |||||||||||||||||||||||||||||
| Distillers grains | |||||||||||||||||||||||||||||
| Renewable corn oil | |||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||
| Intersegment revenues | ( | — | |||||||||||||||||||||||||||
| Total revenues from contracts accounted for as derivatives | ( | ||||||||||||||||||||||||||||
Leasing revenues under ASC 842 (2) | ( | ||||||||||||||||||||||||||||
| Total Revenues | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
13
| Six Months Ended June 30, 2022 | |||||||||||||||||||||||||||||
| Ethanol Production | Agribusiness & Energy Services | Partnership | Eliminations | Total | |||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||
| Revenues from contracts with customers under ASC 606 | |||||||||||||||||||||||||||||
| Ethanol | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Distillers grains | |||||||||||||||||||||||||||||
| Renewable corn oil | |||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||
| Intersegment revenues | ( | — | |||||||||||||||||||||||||||
| Total revenues from contracts with customers | ( | ||||||||||||||||||||||||||||
Revenues from contracts accounted for as derivatives under ASC 815 (1) | |||||||||||||||||||||||||||||
| Ethanol | |||||||||||||||||||||||||||||
| Distillers grains | |||||||||||||||||||||||||||||
| Renewable corn oil | |||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||
| Intersegment revenues | ( | — | |||||||||||||||||||||||||||
| Total revenues from contracts accounted for as derivatives | ( | ||||||||||||||||||||||||||||
Leasing revenues under ASC 842 (2) | ( | ||||||||||||||||||||||||||||
| Total Revenues | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
(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 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.
14
3. 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. Grain inventories held for sale 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.
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 June 30, 2023 | |||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Total | |||||||||||||||
| Assets | |||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | ||||||||||||||
| Restricted cash | |||||||||||||||||
| Inventories carried at market | |||||||||||||||||
| Derivative financial instruments - assets | |||||||||||||||||
| Other assets | |||||||||||||||||
| Total assets measured at fair value | $ | $ | $ | ||||||||||||||
| Liabilities | |||||||||||||||||
Accounts payable (1) | $ | $ | $ | ||||||||||||||
Accrued and other liabilities (2) | |||||||||||||||||
| Derivative financial instruments - liabilities | |||||||||||||||||
Other liabilities (2) | |||||||||||||||||
| Total liabilities measured at fair value | $ | $ | $ | ||||||||||||||
15
| Fair Value Measurements at December 31, 2022 | |||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Total | |||||||||||||||
| Assets | |||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | ||||||||||||||
| Restricted cash | |||||||||||||||||
| Inventories carried at market | |||||||||||||||||
| Derivative financial instruments - assets | |||||||||||||||||
| Other assets | |||||||||||||||||
| Total assets measured at fair value | $ | $ | $ | ||||||||||||||
| Liabilities | |||||||||||||||||
Accounts payable (1) | $ | $ | $ | ||||||||||||||
Accrued and other liabilities (2) | |||||||||||||||||
| Derivative financial instruments - liabilities | |||||||||||||||||
Other liabilities (2) | |||||||||||||||||
| Total liabilities measured at fair value | $ | $ | $ | ||||||||||||||
(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 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 $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.
4. SEGMENT INFORMATION
The company reports the financial and operating performance for the following 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, Ultra-High Protein, renewable corn oil, natural gas and other commodities, and (3) partnership, which includes fuel storage and transportation services.
Corporate activities include selling, general and administrative expenses, consisting primarily of compensation, professional fees and overhead 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. The partnership segment provides fuel storage and transportation services 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.
16
The following tables set forth certain financial data for the company’s operating segments (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Ethanol production | |||||||||||||||||||||||
| Revenues from external customers | $ | $ | $ | $ | |||||||||||||||||||
| Intersegment revenues | |||||||||||||||||||||||
| Total segment revenues | |||||||||||||||||||||||
| Agribusiness and energy services | |||||||||||||||||||||||
| Revenues from external customers | |||||||||||||||||||||||
| Intersegment revenues | |||||||||||||||||||||||
| Total segment revenues | |||||||||||||||||||||||
| Partnership | |||||||||||||||||||||||
| Revenues from external customers | |||||||||||||||||||||||
| Intersegment revenues | |||||||||||||||||||||||
| Total segment revenues | |||||||||||||||||||||||
| Revenues including intersegment activity | |||||||||||||||||||||||
| Intersegment eliminations | ( | ( | ( | ( | |||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
Refer to Note 2 - Revenue, for further disaggregation of revenue by operating segment.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Cost of goods sold | |||||||||||||||||||||||
| Ethanol production | $ | $ | $ | $ | |||||||||||||||||||
| Agribusiness and energy services | |||||||||||||||||||||||
| Intersegment eliminations | ( | ( | ( | ( | |||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Gross margin | |||||||||||||||||||||||
| Ethanol production | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Agribusiness and energy services | |||||||||||||||||||||||
| Partnership | |||||||||||||||||||||||
| Intersegment eliminations | ( | ( | |||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
17
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Operating income (loss) | |||||||||||||||||||||||
Ethanol production (1) | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Agribusiness and energy services | |||||||||||||||||||||||
| Partnership | |||||||||||||||||||||||
| Intersegment eliminations | ( | ( | |||||||||||||||||||||
| Corporate activities | ( | ( | ( | ( | |||||||||||||||||||
| $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||
(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 June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Ethanol production | $ | $ | $ | $ | |||||||||||||||||||
| Agribusiness and energy services | |||||||||||||||||||||||
| Partnership | |||||||||||||||||||||||
| Corporate activities | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
The following table sets forth total assets by operating segment (in thousands):
| June 30, 2023 | December 31, 2022 | ||||||||||
Total assets (1) | |||||||||||
| Ethanol production | $ | $ | |||||||||
| Agribusiness and energy services | |||||||||||
| Partnership | |||||||||||
| Corporate assets | |||||||||||
| Intersegment eliminations | ( | ( | |||||||||
| $ | $ | ||||||||||
5. INVENTORIES
18
The components of inventories are as follows (in thousands):
| June 30, 2023 | December 31, 2022 | ||||||||||
| Finished goods | $ | $ | |||||||||
| Commodities held for sale | |||||||||||
| Raw materials | |||||||||||
| Work-in-process | |||||||||||
| Supplies and parts | |||||||||||
| $ | $ | ||||||||||
6. DERIVATIVE FINANCIAL INSTRUMENTS
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. 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 | |||||||||||||||||||||||||
| June 30, 2023 | December 31, 2022 | June 30, 2023 | December 31, 2022 | |||||||||||||||||||||||
| Derivative financial instruments - forwards | $ | (1) | $ | (2) | $ | (3) | $ | (4) | ||||||||||||||||||
| Other assets | — | — | ||||||||||||||||||||||||
| Other liabilities | — | — | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
(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.
Refer to Note 3 - Fair Value Disclosures, which contains fair value information related to derivative financial instruments.
19
Effect of Derivative Instruments on Consolidated Balance Sheets, Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income
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 June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| Revenues | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Cost of goods sold | ( | ( | ( | |||||||||||||||||||||||
| Net loss recognized in loss before income taxes | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives | ||||||||||||||||||||||||||
| Gain (Loss) Recognized in Other Comprehensive Income on Derivatives | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| Commodity contracts | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
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 June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||||||
| Exchange-traded futures and options | Revenues | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||||||
| Forwards | Revenues | |||||||||||||||||||||||||||||||
| Exchange-traded futures and options | Cost of goods sold | ( | ||||||||||||||||||||||||||||||
| Forwards | Cost of goods sold | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Net loss recognized in loss before income taxes | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||
20
The following amounts were recorded on the consolidated balance sheets related to cumulative basis adjustments for the fair value hedged items (in thousands):
| 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 | ||||||||||||||||||||||
| Inventories | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
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 June 30, | |||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||
| 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 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Gain (loss) on fair value hedging relationships | |||||||||||||||||||||||
| Commodity contracts | |||||||||||||||||||||||
| Fair-value hedged inventories | ( | ( | |||||||||||||||||||||
| Exchange-traded futures designated as hedging instruments | |||||||||||||||||||||||
| 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 | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
21
| Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships for the Six Months Ended June 30, | |||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||
| 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 | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
| Gain (loss) on fair value hedging relationships | |||||||||||||||||||||||
| Commodity contracts | |||||||||||||||||||||||
| Fair-value hedged inventories | ( | ||||||||||||||||||||||
| Exchange-traded futures designated as hedging instruments | ( | ||||||||||||||||||||||
| 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 | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
The notional volume of open commodity derivative positions as of June 30, 2023, are as follows (in thousands):
Exchange-Traded (1) | Non-Exchange-Traded (2) | |||||||||||||||||||||||||||||||
| Derivative Instruments | Net Long & (Short) | Long | (Short) | Unit of Measure | Commodity | |||||||||||||||||||||||||||
| Futures | ( | Bushels | Corn | |||||||||||||||||||||||||||||
| Futures | (3) | Bushels | Corn | |||||||||||||||||||||||||||||
| Futures | ( | (4) | Bushels | Corn | ||||||||||||||||||||||||||||
| Futures | ( | Gallons | Ethanol | |||||||||||||||||||||||||||||
| Futures | ( | (3) | Gallons | Ethanol | ||||||||||||||||||||||||||||
| Futures | MmBTU | Natural Gas | ||||||||||||||||||||||||||||||
| Futures | ( | (4) | MmBTU | Natural Gas | ||||||||||||||||||||||||||||
| Options | Bushels | Corn | ||||||||||||||||||||||||||||||
| Options | ( | MmBTU | Natural Gas | |||||||||||||||||||||||||||||
| Forwards | Bushels | Corn | ||||||||||||||||||||||||||||||
| Forwards | ( | Gallons | Ethanol | |||||||||||||||||||||||||||||
| Forwards | ( | Tons | Distillers Grains | |||||||||||||||||||||||||||||
| Forwards | ( | Pounds | Renewable Corn Oil | |||||||||||||||||||||||||||||
| Forwards | ( | 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.
22
7. DEBT
The components of long-term debt are as follows (in thousands):
| June 30, 2023 | December 31, 2022 | ||||||||||
| Corporate | |||||||||||
| $ | $ | ||||||||||
| Green Plains SPE LLC | |||||||||||
$ | |||||||||||
| Green Plains Wood River and Green Plains Shenandoah | |||||||||||
$ | |||||||||||
| Green Plains Partners | |||||||||||
$ | |||||||||||
| Other | |||||||||||
| Total book value of long-term debt | |||||||||||
| Unamortized debt issuance costs | ( | ( | |||||||||
| Less: current maturities of long-term debt | ( | ( | |||||||||
| Total long-term debt | $ | $ | |||||||||
(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
(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):
| June 30, 2023 | December 31, 2022 | ||||||||||
| Green Plains Finance Company, Green Plains Grain and Green Plains Trade | |||||||||||
$ | $ | $ | |||||||||
| Green Plains Commodity Management | |||||||||||
$ | |||||||||||
| $ | $ | ||||||||||
Corporate Activities
In March 2021, the company issued an aggregate $230.0 million of 2.25 2.25 % notes. The 2.25 % notes bear interest at a rate of 2.25 % per year, payable on March 15 and September 15 of each year, beginning September 15, 2021, and mature on March 15, 2027. The 2.25 2.25 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.
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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.
During June 2019, the company issued an aggregate $115.0 million of 4.00 % convertible senior notes due in 2024, or the 4.00 % notes. The 4.00 % notes were senior, unsecured obligations of the company, with interest payable on January 1 and July 1 of each year, beginning January 1, 2020, at a rate of 4.00 % per annum. The 4.00 % notes were 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 shares of the company’s common stock until the close of business on the scheduled trading day immediately preceding the maturity date. The initial conversion rate was 64.1540 shares of common stock per $1,000 of principal, which was equal to a conversion price of approximately $15.59 per share.
During May 2021, the company entered into a privately negotiated agreement with certain noteholders of the company’s 4.00 % notes. Under this agreement, 3.6 million shares of the company’s common stock were exchanged for $51.0 million in aggregate principal amount of the 4.00 % notes.
On May 25, 2022, the company gave notice calling for the redemption of its outstanding 4.00 % notes, totaling an aggregate principal amount of $64.0 million. The final conversion rate was 66.4178 shares of common stock per $1,000 of principal. From July 1, 2022 through July 8, 2022, the remaining $64.0 million of the 4.00 % notes were converted into approximately 4.3 million shares of common stock. Common stock held as treasury shares were exchanged for the 4.00 % notes. Pursuant to the guidance within ASC 470, Debt, the company recorded the exchanges as a conversion. The 4.00 % notes were retired effective July 8, 2022.
In August 2016, the company issued $170.0 million of 4.125 % convertible senior notes due in 2022, or the 4.125 % notes. The 4.125 % notes were senior, unsecured obligations of the company, with interest payable on March 1 and September 1 of each year. The notes were convertible at the Holder’s option. The initial conversion rate was 35.7143 shares of common stock per $1,000 of principal, which was equal to a conversion price of approximately $28.00 per share.
In March 2021, concurrent with the issuance of the 2.25 % notes, the company used approximately $156.5 million of the net proceeds of the 2.25 % notes to repurchase approximately $135.7 million aggregate principal amount of the 4.125 % notes, in privately negotiated transactions.
During August 2022, the company entered into four privately negotiated exchange agreements with certain noteholders of the 4.125 % notes to exchange approximately $32.6 million aggregate principal amount for approximately 1.2 million shares of the company's common stock. Pursuant to the guidance within ASC 470, Debt, the company recorded the exchanges as a conversion and recorded a loss of $419 thousand, which was recorded as a charge to interest expense in the consolidated financial statements during the year ended December 31, 2022. Additionally, on September 1, 2022, approximately $1.7 million aggregate principal amount of the 4.125 % notes were settled through a combination of $1.7 million in cash and approximately 15 thousand shares of the company's common stock. The remaining $23 thousand aggregate principal amount and accrued interest were settled in cash. The 4.125 % notes were fully retired effective September 1, 2022.
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 will mature on February 9, 2026 and 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, 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
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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. 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. The $75.0 million loan matures on September 1, 2035 and is secured by substantially all of the assets of the Wood River and Shenandoah facilities. The proceeds from the loan were used to add MSCTM 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 of 1.5 % until the loan is fully drawn. The remaining availability was drawn in the first quarter of 2022. Beginning in the second quarter of 2022, the interest rate premium may be adjusted quarterly from 0.00 % to 1.50 % based on the leverage ratio of total funded debt to EBITDA of Wood River and Shenandoah. Principal payments of $1.5 million per year began 24 months from the closing date. Prepayments are 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 $95.8 million. 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 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.
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 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 first quarter of 2023, this revolving credit facility was extended five years to
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mature on April 30, 2028. Advances are subject to variable interest rates equal to SOFR plus 1.75 %. 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. 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 June 30, 2023.
Partnership Segment
Green Plains Partners has a term loan to fund working capital, capital expenditures and other general partnership purposes. The term loan has a maturity date of July 20, 2026. 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. The partnership repurchased $1.0 million of the outstanding notes during the six months ended June 30, 2022. Prepayments totaling $1.5
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. The terms impose affirmative and negative covenants, including restrictions on the partnership’s ability to incur additional debt, acquire and sell assets, create liens, invest capital, pay distributions and materially amend the partnership’s commercial agreements with Green Plains Trade. The term loan also requires the partnership to maintain a maximum consolidated leverage ratio and a minimum consolidated debt service coverage ratio as of the end of any fiscal quarter, each of which is calculated on a pro forma basis with respect to acquisitions and divestitures occurring during the applicable period. The maximum consolidated leverage ratio is required to be no more than 2.50 x. The minimum debt service coverage ratio is required to be no less than 1.10 x. The consolidated leverage ratio is calculated by dividing total funded indebtedness by the sum of the four preceding fiscal quarters’ consolidated EBITDA. The consolidated debt service coverage ratio is calculated by taking the sum of the four preceding fiscal quarters’ consolidated EBITDA minus income taxes and consolidated capital expenditures for such period divided by the sum of the four preceding fiscal quarters’ consolidated interest charges plus consolidated scheduled funded debt payments for such period.
Under the terms of the loan, the partnership has no restrictions on the amount of quarterly distribution payments, so long as (i) no default has occurred and is continuing, or would result from payment of the distribution, and (ii) the partnership and its subsidiaries are in compliance with its financial covenants and remain in compliance after payment of the distribution. The term loan is not guaranteed by the company. 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 June 30, 2023.
Restricted Net Assets
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.
8. STOCK-BASED COMPENSATION
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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 six months ended June 30, 2023, 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, 2022 | $ | ||||||||||||||||
| Granted | |||||||||||||||||
| Forfeited | ( | ||||||||||||||||
| Vested | ( | ||||||||||||||||
| Non-Vested at June 30, 2023 | $ | ||||||||||||||||
Performance Share Awards
On March 9, 2023, March 14, 2022, and February 18, 2021, the board of directors 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 initiatives, annual production levels and return on investment (ROI). Performance shares granted in 2023, 2022 and 2021 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 2023, 2022 and 2021 awards are 925,056 performance shares which represents approximately 223 % of the 415,059 performance shares which remain outstanding. 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.
On March 18, 2020, the board of directors 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 for the company’s total shareholder return relative to that of the company’s performance peer group. 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 six months ended June 30, 2023, is as follows:
| Performance Shares | Weighted- Average Grant- Date Fair Value | Weighted-Average Remaining Vesting Term (in years) | |||||||||||||||
| Non-Vested at December 31, 2022 | $ | ||||||||||||||||
| Granted | |||||||||||||||||
| Forfeited | ( | ||||||||||||||||
| Vested | ( | ||||||||||||||||
| Non-Vested at June 30, 2023 | $ | ||||||||||||||||
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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 partnership measures unit-based compensation related to equity awards in its consolidated financial statements over the requisite service period on a straight-line basis.
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 Remaining Vesting Term (in years) | |||||||||||||||
| Non-Vested at December 31, 2022 | $ | ||||||||||||||||
| Vested | ( | ||||||||||||||||
| Non-Vested at June 30, 2023 | $ | ||||||||||||||||
Stock-Based and Unit Based Compensation Expense
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. The potential tax benefit related to stock-based payment is approximately 23.9 % of these expenses.
9. 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.
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The basic and diluted EPS are calculated as follows (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| EPS - basic | |||||||||||||||||||||||
| Net income (loss) attributable to Green Plains | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Weighted average shares outstanding - basic | |||||||||||||||||||||||
| EPS - basic | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| EPS - diluted | |||||||||||||||||||||||
| Net income (loss) attributable to Green Plains | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Interest and amortization on convertible debt, net of tax effect | |||||||||||||||||||||||
| Net income (loss) attributable to Green Plains - diluted | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Weighted average shares outstanding - basic | |||||||||||||||||||||||
| Effect of dilutive convertible debt | |||||||||||||||||||||||
| Effect of dilutive warrants | |||||||||||||||||||||||
| Effect of dilutive stock-based compensation awards | |||||||||||||||||||||||
| Weighted average shares outstanding - diluted | $ | $ | $ | $ | |||||||||||||||||||
| EPS - diluted | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
Anti-dilutive weighted-average convertible debt, warrants and stock-based compensation (1) | |||||||||||||||||||||||
(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.
10. STOCKHOLDERS’ EQUITY
Convertible Note Exchange
On May 25, 2022, the company gave notice calling for the redemption of all its outstanding 4.00 % Convertible Senior Notes due 2024, totaling an aggregate principal amount of $64.0 million. The conversion rate was 66.4178 shares of common stock per $1,000 of principal. From July 1, 2022 through July 8, 2022, all $64.0 million of the 4.00 % convertible notes were converted into approximately 4.3 million shares of common stock.
During August 2022, the company entered into four privately negotiated exchange agreements with certain noteholders of the 4.125 % Convertible Senior Notes due 2022 to exchange approximately $32.6 million aggregate principal amount for approximately 1.2 million shares of the company's common stock. 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.
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Components of stockholders’ equity for the three and six months ended June 30, 2023 and 2022 are as follows (in thousands):
| 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, 2022 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||
| Net loss | — | — | — | ( | — | — | — | ( | ( | |||||||||||||||||||||||
| Cash dividends and distributions declared | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||
| Other comprehensive loss before reclassification | — | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||
| Investment in subsidiaries | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Stock-based compensation | — | ( | — | — | — | — | ( | ( | ||||||||||||||||||||||||
| Balance, March 31, 2023 | ( | ( | ( | |||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | — | — | ( | ( | |||||||||||||||||||||||
| Cash dividends and distributions declared | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||
| Other comprehensive loss before reclassification | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Investment in subsidiaries | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||
| Balance, June 30, 2023 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||
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| 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, 2021 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||
| Net income (loss) | — | — | — | ( | — | — | — | ( | ( | |||||||||||||||||||||||
| Cash dividends and distributions declared | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||
| Other comprehensive income (loss) before reclassification | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss) | — | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Investment in subsidiaries | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Stock-based compensation | — | ( | — | — | — | — | ( | ( | ||||||||||||||||||||||||
| Balance, March 31, 2022 | ( | ( | ( | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Cash dividends and distributions declared | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||
| Other comprehensive income (loss) before reclassification | — | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss) | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||
| Investment in subsidiaries | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||
| Balance, June 30, 2022 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive loss are as follows (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | Statements of Operations Classification | |||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||
| Gains (losses) on cash flow hedges | |||||||||||||||||||||||||||||
| Commodity derivatives | $ | ( | $ | ( | $ | ( | $ | ( | (1) | ||||||||||||||||||||
| Commodity derivatives | ( | ( | ( | (2) | |||||||||||||||||||||||||
| Total losses on cash flow hedges | ( | ( | ( | ( | (3) | ||||||||||||||||||||||||
| Income tax benefit | (4) | ||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
(1)Revenues
(2)Costs of goods sold
(3)Loss before income taxes and income (loss) from equity method investees
(4)Income tax benefit (expense)
11. 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. Green Plains Partners is a limited partnership, which is treated as a flow-through entity for federal income tax purposes and is not subject to federal income taxes. As a result, the consolidated financial statements do not reflect such income taxes on pre-tax income or loss attributable to the noncontrolling interest in the partnership.
The Inflation Reduction Act (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
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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.
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.
12. 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 14.4 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.
The components of lease expense are as follows (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Lease expense | |||||||||||||||||||||||
| Operating lease expense | $ | $ | $ | $ | |||||||||||||||||||
Variable lease expense (benefit) (1) | ( | ( | |||||||||||||||||||||
| Total lease expense | $ | $ | $ | $ | |||||||||||||||||||
(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 June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | |||||||||||||||||||||||
| Operating cash flows from operating leases | $ | $ | $ | $ | |||||||||||||||||||
| Right-of-use assets obtained in exchange for lease obligations | |||||||||||||||||||||||
| Operating leases | |||||||||||||||||||||||
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Supplemental balance sheet information related to operating leases is as follows:
| June 30, 2023 | December 31, 2022 | ||||||||||
| Weighted average remaining lease term | |||||||||||
| Weighted average discount rate | % | % | |||||||||
Aggregate minimum lease payments under the operating lease agreements for the remainder of 2023 and in future years are as follows (in thousands):
| Year Ending December 31, | Amount | ||||
| 2023 | $ | ||||
| 2024 | |||||
| 2025 | |||||
| 2026 | |||||
| 2027 | |||||
| Thereafter | |||||
| Total | |||||
| Less: Present value discount | ( | ||||
| Lease liabilities | $ | ||||
Lease Revenue
As described in Note 2 – Revenue, the majority of the partnership’s segment revenue is generated through their storage and throughput services and rail transportation services agreements with Green Plains Trade and are accounted for as lease revenue. Leasing revenues do not represent revenues recognized from contracts with customers under ASC 606, and are accounted for under ASC 842, Leases. Lease revenue associated with agreements with Green Plains Trade are eliminated upon consolidation. The remaining lease revenue is not material to the company.
Commodities, Storage and Transportation
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.
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.
13. 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.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
General
The following discussion and analysis provides information we believe is relevant to understand our consolidated financial condition and results of operations. This discussion should be read in conjunction with the unaudited consolidated financial statements and notes to the unaudited consolidated financial statements contained in this report together with our annual report on Form 10-K for the year ended December 31, 2022.
Cautionary Information Regarding Forward-Looking Statements
Forward-looking statements are made in accordance with safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations that involve a number of risks and uncertainties and do not relate strictly to historical or current facts, but rather to plans and objectives for future operations. These statements may be identified by words such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “outlook,” “plan,” “predict,” “may,” “could,” “should,” “will” and similar expressions, as well as statements regarding future operating or financial performance or guidance, business strategy, environment, key trends and benefits of actual or planned acquisitions.
Factors that could cause actual results to differ from those expressed or implied in the forward-looking statements include, but are not limited to, those discussed in Part I, Item 1A – Risk Factors of our annual report on Form 10-K for the year ended December 31, 2022 and in Part II, Item 1A, “Risk Factors” in this report, or incorporated by reference. Specifically, we may experience fluctuations in future operating results due to a number of economic conditions, including: competition in the ethanol industry and other industries in which we operate; commodity market risks, including those that may result from weather conditions; financial market risks; counterparty risks; risks associated with changes to government policy or regulation, including changes to tax laws; risks related to acquisition and disposition activities and achieving anticipated results; risks associated with merchant trading; risks related to our equity method investees; disruption caused by health epidemics, such as the COVID-19 outbreak; and other factors detailed in reports filed with the SEC. Additional risks related to Green Plains Partners LP include compliance with commercial contractual obligations, potential tax consequences related to our investment in the partnership and risks disclosed in the partnership’s SEC filings associated with the operation of the partnership as a separate, publicly traded entity.
We believe our expectations regarding future events are based on reasonable assumptions; however, these assumptions may not be accurate or account for all risks and uncertainties. Consequently, forward-looking statements are not guaranteed. Actual results may vary materially from those expressed or implied in our forward-looking statements. In addition, we are not obligated and do not intend to update our forward-looking statements as a result of new information unless it is required by applicable securities laws. We caution investors not to place undue reliance on forward-looking statements, which represent management’s views as of the date of this report or documents incorporated by reference.
Overview
Green Plains is an Iowa corporation, founded in June 2004 as a producer of low-carbon fuels and has grown to be a leading biorefining company maximizing the potential of existing resources through fermentation and patented agribusiness technologies. We continue the transition from a commodity-processing business to a value-added agricultural technology company creating sustainable, high-value ingredients from existing resources. To that end, we are currently executing on a number of initiatives to allow for product diversification, new market opportunities and production of additional value-added low-carbon ingredients, such as Ultra-High Protein, dextrose, renewable corn oil and more.
We are developing and implementing proven agricultural, food and industrial biotechnology systems that allow for product diversification and new market opportunities, rapidly expanding installation and production across our facilities, and offering these technologies to the broader biofuels industry.
Green Plains Partners LP, a master limited partnership, is our primary downstream storage and logistics provider since its assets are the principal method of storing and delivering the ethanol we produce. As of June 30, 2023, we own a 48.8% limited partner interest, a 2.0% general partner interest and all of the partnership’s incentive distribution rights. The public owns the remaining 49.2% limited partner interest. The partnership is consolidated in our financial statements, and we record a noncontrolling interest for the economic interest in the partnership held by the public common unitholders.
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We group our business activities into the following three operating segments to manage performance:
•Ethanol Production. Our ethanol production segment includes the production of ethanol, distillers grains, Ultra-High Protein and renewable corn oil at eleven ethanol plants in Illinois, Indiana, Iowa, Minnesota, Nebraska and Tennessee. At capacity, our facilities are capable of processing approximately 330 million bushels of corn per year and producing approximately 958 million gallons of ethanol, 2.4 million tons of distillers grains and Ultra-High Protein, and 310 million pounds of renewable corn oil, a low-carbon feedstock for biodiesel and renewable diesel. We are one of the largest ethanol producers in North America.
•Agribusiness and Energy Services. Our agribusiness and energy services segment includes grain procurement, with approximately 26.5 million bushels of grain storage capacity, and our commodity marketing business, which markets, sells and distributes the ethanol, distillers grains, Ultra-High Protein and renewable corn oil produced at our ethanol plants. We also market ethanol for a third-party producer as well as buy and sell ethanol, distillers grains, Ultra-High Protein, renewable corn oil, grain, natural gas and other commodities in various markets.
•Partnership. Our master limited partnership provides fuel storage and transportation services through owning, operating, developing and acquiring ethanol and fuel storage tanks, terminals, transportation assets and other related assets and businesses. The partnership’s assets include 27 ethanol storage facilities, two fuel terminal facilities and approximately 2,360 leased railcars.
We have installed and are operating FQT MSC™ technology at five of our biorefineries. Through our value-added ingredients initiative, we produce Ultra-High Protein, a feed ingredient with protein concentrations of 50% or greater and yeast concentrations of 25%, increase production of renewable corn oil and produce other higher value products, such as post-MSC™ distillers grains.
We began pilot scale batch operations at the FQT CST™ production facility at our Innovation Center at York in the second quarter of 2021, which allows for the production of both food and industrial grade low-carbon glucose and dextrose to target applications in food production, renewable chemicals and synthetic biology. In September 2022, we broke ground at our biorefinery in Shenandoah, Iowa, as the first location to deploy FQT CST™ at commercial scale. We also anticipate modifying additional biorefineries to include FQT CST™ production capabilities to meet anticipated future customer demands.
Additionally, we have taken advantage of opportunities to divest certain assets to reallocate capital toward our current growth initiatives. We are focused on generating stable and growing operating margins through our business segments and risk management strategy.
Eight biorefineries have committed to carbon capture and sequestration through carbon pipeline transport, five with Summit Carbon Solutions and three with another provider, which will lower GHG emissions through the capture of carbon dioxide at each of these biorefineries, significantly lowering their CI. The anticipated completion for these projects is in 2025. In addition, we are exploring innovative options for carbon use at Madison and Obion, such as synthetic methane production, with global partners, and intend to sequester the carbon from fermentation at Mount Vernon as well. Reducing the CI of our fuel ethanol could allow us to benefit from state and federal clean fuel programs, including LCFS and federal tax credits under the Inflation Reduction Act, and could position our low-carbon ethanol as a potential feedstock for ATJ pathways to produce SAF.
Our profitability is highly dependent on commodity prices, particularly for ethanol, distillers grains, Ultra-High Protein, renewable corn oil, soybean meal, corn, and natural gas. Since market price fluctuations of these commodities are not always correlated, our operations may be unprofitable at times. We use a variety of risk management tools and hedging strategies to monitor price risk exposure at our ethanol plants and lock in favorable margins or reduce production when margins are compressed. Our profitability could be significantly impacted by price movements of the aforementioned commodities.
Recent Developments
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 is negotiate, the possible terms of a proposed transaction. Any transaction involving the company and the partnership is subject to the execution of a mutually
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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.
On April 17, 2023, during routine maintenance on a whole stillage tank, we experienced an explosion at our Wood River, Nebraska facility. We have been working with various regulatory agencies, state and local authorities, and our insurance providers to evaluate the financial impact of the incident. We estimate there was a loss during the second quarter of 2023 of $15 million to $20 million related to this incident, which we anticipate insurance proceeds will partially offset in future quarters.
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 our ethanol production, agribusiness and energy services and partnership segments.
Results of Operations
During the second quarter of 2023, we experienced plant down time as a result of planned and unplanned occurrences at multiple plants along with the explosion at our Wood River facility. We maintained an average utilization rate of approximately 81.5% of capacity, resulting in ethanol production of 194.7 mmg for the second quarter of 2023, compared with 231.4 mmg, or 96.9% of capacity, for the same quarter last year. Our operating strategy is to transform our company to a value-add agricultural technology company. Depending on the margin environment, we may exercise operational discretion that results in reductions in production volumes. It is possible that throughput volumes could be below our minimum volume commitments made to the partnership in the future, depending on various factors that drive each biorefinery's variable contribution margin, including future driving and gasoline demand for the industry, demand for valuable coproducts we produce, and the supply and pricing of renewable feedstocks needed to operate our biorefineries. We are currently producing Ultra-High Protein at five locations, and we are deploying the FQT MSC™ technology at select additional locations across our platform to help meet growing global demand for protein feed ingredients and low-carbon renewable corn oil.
U.S. Ethanol Supply and Demand
According to the EIA, domestic ethanol production averaged 1.01 million barrels per day during the second quarter of 2023, which was consistent with the same quarter last year. Refiner and blender input volume was 905 thousand barrels per day for the second quarter of 2023, compared with 898 thousand barrels per day for the same quarter last year. Gasoline demand increased 0.3 million barrels per day, or 3.5% during the second quarter of 2023 compared to the prior year. U.S. domestic ethanol ending stocks decreased by approximately 0.4 million barrels compared to the prior year, or 1.8%, to 22.3 million barrels as of June 30, 2023. As of this filing, according to Prime the Pump, there were approximately 3,159 retail stations selling E15 year-round in 31 states, and approximately 386 suppliers at 113 pipeline terminal locations now offer E15 to wholesale customers.
Global Ethanol Supply and Demand
According to the USDA Foreign Agriculture Service, domestic ethanol exports through May 31, 2023, were approximately 593 mmg, down from the 726 mmg for the same period of 2022. Canada was the largest export destination for U.S. ethanol accounting for 41% of domestic ethanol export volume, driven in part by their national clean fuel standard. The Netherlands, the United Kingdom, South Korea, and India accounted for 10%, 10%, 8% and 8%, respectively, of U.S. ethanol exports. We currently estimate that net ethanol exports will range from 1.3 to 1.5 billion gallons in 2023, based on historical demand from a variety of countries and certain countries that seek to improve their air quality, reduce GHG emissions through low-carbon fuel programs and eliminate MTBE from their own fuel supplies. Fluctuations in currencies relative to the U.S. dollar could impact the U.S. ethanol competitiveness in the global market.
Legislation and Regulation
We are sensitive to government programs and policies that affect the supply and demand for ethanol and other fuels, which in turn may impact the volume of ethanol and other products we handle. Over the years, various bills and amendments have been proposed in the House and Senate, which would eliminate the RFS entirely, eliminate the corn
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based ethanol portion of the mandate, lower the price of RINs and make it more difficult to sell fuel blends with higher levels of ethanol. Bills have also been introduced to require higher levels of octane blending, allow for year-round sales of higher blends of ethanol and require car manufacturers to produce vehicles that can operate on higher ethanol blends. We believe it is unlikely that any of these bills will become law in the current Congress. In addition, the manner in which the EPA administers the RFS and related regulations can have a significant impact on the actual amount of ethanol and other biofuels blended into the domestic fuel supply.
Federal mandates and state-level clean fuel standards supporting the use of renewable fuels are a significant driver of ethanol demand in the U.S. Ethanol policies are influenced by concerns for the environment, diversifying the fuel supply, supporting agricultural production and reducing the country’s dependence on foreign oil. Consumer acceptance of FFVs and higher ethanol blends in non-FFVs may be necessary before ethanol can achieve further growth in the U.S. light duty surface transportation fleet market share. In addition, expansion of clean fuel standards in other states and countries, or a national LCFS could increase the demand for ethanol, depending on how they are structured. Incentives for automakers to produce FFVs phased out in 2020, and the EPA's recently proposed Corporate Average Fuel Economy (CAFE) standards further incentivize EV production, with the administration's stated goal of having two-thirds of vehicles sold in 2032 be EVs. Sales of EVs in the U.S. were close to 300,000 vehicles during the second quarter of 2023, which represented approximately 7.2% of new vehicles sales. Transition of the light duty surface transportation fleet from internal combustion engines to EVs could decrease the demand for ethanol.
The Inflation Reduction Act of 2022, which was signed into law on August 16, 2022, is a sweeping policy that could have many potential impacts on our business which we are continuing to evaluate. The legislation (1) created a new Clean Fuel Production Credit of $0.02 per gallon per CI point reduction for any fuel below a 50 CI threshold from 2025 to 2027, section 45Z of the Internal Revenue Code, which could impact our fuel ethanol, depending on the level of GHG reduction for each gallon; (2) created a new tax credit for SAF of $1.25 to $1.75 per gallon for 2023 and 2024, depending on the GHG reduction for each gallon, that could possibly involve some of our low carbon ethanol through an ATJ pathway, depending on the life cycle analysis model being used (this credit expires after 2024 and shifts to the 45Z Clean Fuel Production Credit, where it qualifies for up to $0.035 per gallon per CI point reduction below a 50 CI threshold); (3) expanded the carbon capture and sequestration credit, section 45Q of the Internal Revenue Code, to $85 for each metric ton of carbon dioxide sequestered, which could impact our carbon capture strategies, though it cannot be claimed in conjunction with the 45Z Clean Fuel Production Credit, which could prove to be more valuable; (4) extended the $1.00 per gallon biomass-based diesel tax credit through 2024, which could impact our renewable corn oil values, as this co-product serves as a low-carbon feedstock for renewable diesel and bio diesel production (this credit expires after 2024 and shifts to the 45Z Clean Fuel Production credit, where all non-SAF fuels qualify for $0.02 per gallon for each point of CI reduction under the 50 CI threshold); (5) funded $500 million of biofuel blending infrastructure, which could impact the availability of higher level ethanol blended fuel; (6) increased funding for climate smart agriculture and working lands conservation programs for farmers by $20 billion; and (7) provided credits for the production and purchase of electric vehicles, which could impact the amount of internal combustion engines built and sold longer term, and by extension impact the demand for liquid fuels including ethanol. There are numerous additional clean energy credits included in this law, including investment tax credits for construction of clean energy infrastructure, that could impact us and our overall competitiveness. Regulatory rulemaking for the administration of these programs is underway, and the final regulations could impact many aspects of our business.
The RFS sets a floor for biofuels use in the United States. On June 21, 2023, the EPA finalized RVOs for 2023, 2024 and 2025, setting the implied conventional ethanol levels at 15.25 billion gallons for 2023, and 15 billion for 2024 and 2025, inclusive of 250 million gallons of supplemental volume in 2023 to reflect a court-ordered remand of a previously lowered RVO. The EPA also proposed a modest increase in biomass based diesel volumes over the three years, setting the volumes at 2.82 billion for 2023, 3.04 billion for 2024 and 3.35 billion for 2025. The EPA also indicated that corn kernel fiber would contribute to the cellulosic volumes finalized, and could move to approve registrations that have been languishing for years at the agency. The EPA also removed a proposed e-RIN program from the final rule, but indicated they may move forward with it in a separate rulemaking.
Under the RFS, RINs and SREs are important tools impacting supply and demand. The EPA assigns individual refiners, blenders, and importers the volume of renewable fuels they are obligated to use in each annual RVO based on their percentage of total production of domestic transportation fuel sales. Obligated parties use RINs to show compliance with the RFS mandated volumes. Ethanol producers assign RINs to each gallon of renewable fuel they produce and the RINs are detached when the renewable fuel is blended with transportation fuel domestically. Market participants can trade the detached RINs in the open market. The market price of detached RINs can affect the price of ethanol in certain markets
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and can influence purchasing decisions by obligated parties. Of note, the RIN mechanism for proposed e-RINs could vary from the traditional process.
As it relates to SREs, a small refinery is defined as one that processes fewer than 75,000 barrels of petroleum per day. Small refineries can petition the EPA for an SRE which, if approved, waives their portion of the annual RVO requirements. The EPA, through consultation with the DOE and the USDA can grant them a full or partial waiver, or deny it outright within 90 days of submittal. The EPA granted significantly more of these waivers for the 2016, 2017 and 2018 reporting years than it had in prior years, totaling 790 mmg of waived requirements for the 2016 compliance year, 1.82 billion gallons for 2017 and 1.43 billion gallons for 2018. In doing so, the EPA effectively reduced the RFS mandated volumes for those compliance years by those amounts respectively, and as a result, RIN values declined significantly. In the waning days of the previous administration, the EPA approved three additional SREs, reversing one denial from 2018 and granting two from 2019. A total of 88 SREs were granted under the previous administration, erasing a total 4.3 billion gallons of blending requirements. Under the current administration, the EPA reversed the three SREs issued in the final weeks of the previous administration, and in conjunction with the RVO rulemaking for 2020, 2021, and 2022, denied all pending SREs; however, the EPA allowed for so-called "alternative compliance" for these refineries, which in practice waived their blending obligations for those years. The EPA has reiterated its stance on denying all SRE applications in the final 2023, 2024 and 2025 RVO rulemaking, and there are multiple on-going legal challenges to how it has handled SREs and RFS rulemakings.
The One-Pound Waiver, which was extended in May 2019 to allow E15 to be sold year-round to all vehicles model year 2001 and newer, was challenged in an action filed in Federal District Court for the D.C. Circuit. On July 2, 2021, the Circuit Court vacated the EPA’s rule so the future of summertime, defined as June 1 to September 15, sales of E15 is uncertain. The Supreme Court declined to hear a challenge to this ruling. On April 12, 2022, the President announced that he had directed the EPA to issue an emergency waiver to allow for the continued sale of E15 during the summer months, and that the temporary waiver should be extended as long as the gasoline supply emergency lasts. On April 28, 2023, the administration announced emergency waivers for the 2023 summer driving season of June 1 to September 15. The EPA has also indicated it will undertake rulemaking to allow for the elimination of the One-Pound Waiver for E10 in several Midwestern states in time for the 2024 summer driving season, which would have the practical effect of allowing for E15 to be sold year round in the following states: Illinois, Iowa, Minnesota, Missouri, Nebraska, Ohio, South Dakota and Wisconsin.
In October 2019, the White House directed the USDA and EPA to move forward with rulemaking to expand access to higher blends of biofuels. This includes funding for infrastructure, labeling changes and allowing E15 to be sold through E10 infrastructure. The USDA rolled out the Higher Blend Infrastructure Incentive Program in the summer of 2020, providing competitive grants to fuel terminals and retailers for installing equipment for dispensing higher blends of ethanol and biodiesel. In December 2021, the USDA announced it would administer another infrastructure grant program. The Inflation Reduction Act, signed into law in 2022, provided for an additional $500 million in USDA grants for biofuel infrastructure. On June 26, 2023, the USDA announced the initial $50 million in awards, and laid out a process for distributing the remaining $450 million, with $90 million being made available each quarter.
To respond to COVID-19 health crisis and attempt to offset the subsequent economic damage, Congress passed multiple relief measures, most notably the CARES Act in March 2020, which created and funded multiple programs that have impacted our industry. The CARES Act also allowed for certain net operating loss carrybacks, which has allowed us to receive certain tax refunds. In December 2020, Congress passed and the then President signed into law an annual spending package coupled with another COVID relief bill which included additional funds for the Secretary of Agriculture to distribute to those impacted by the pandemic. The language of the bill specifically included biofuels producers as eligible for some of this aid, and in May 2022, the USDA distributed funds to us in the amount of $27.7 million pursuant to this bill.
Environmental and Other Regulation
Our operations are subject to environmental regulations, including those that govern the handling and release of ethanol, crude oil and other liquid hydrocarbon materials. Compliance with existing and anticipated environmental laws and regulations may increase our overall cost of doing business, including capital costs to construct, maintain, operate and upgrade equipment and facilities. Our business may also be impacted by government policies, such as tariffs, duties, subsidies, import and export restrictions and outright embargos. We employ maintenance and operations personnel at each of our facilities, which are regulated by the Occupational Safety and Health Administration.
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The U.S. ethanol industry relies heavily on tank cars to deliver its product to market. In 2015, the DOT finalized the Enhanced Tank Car Standard and Operational Controls for High-Hazard and Flammable Trains, or DOT specification 117, which established a schedule to retrofit or replace older tank cars that carry crude oil and ethanol, braking standards intended to reduce the severity of accidents and new operational protocols. The rule has increased the lease costs for railcars in the short term and may increase the lease costs long term, which will in turn result in an increase in the fees our partnership charges for railcar capacity. The deadline for compliance with DOT specification 117 was May 1, 2023. Our partnership's fleet was DOT 117 compliant by the deadline.
Comparability
There are various events that could affect comparability of our operating results, including decreased production rates in 2023 from 2022.
Segment Results
We report the financial and operating performance for the following 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, Ultra-High Protein, renewable corn oil, natural gas and other commodities, and (3) partnership, which includes fuel storage and transportation services.
During the normal course of business, our operating segments do business with each other. For example, our agribusiness and energy services segment procures grain and natural gas and sells products, including ethanol, distillers grains, Ultra-High Protein, and renewable corn oil of our ethanol production segment. Our partnership segment provides fuel storage and transportation services for our agribusiness and energy services 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 our consolidated results since the revenues and corresponding costs are eliminated.
Corporate activities include selling, general and administrative expenses, consisting primarily of compensation, professional fees and overhead costs not directly related to a specific operating segment.
When we evaluate segment performance, we review the following segment information as well as earnings before interest expense, income taxes, depreciation and amortization, or EBITDA, and adjusted EBITDA.
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The selected operating segment financial information is as follows (in thousands):
| Three Months Ended June 30, | % Variance | Six Months Ended June 30, | % Variance | ||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||||||||
| Ethanol production | |||||||||||||||||||||||||||||||||||
| Revenues from external customers | $ | 726,739 | $ | 861,166 | (15.6)% | $ | 1,422,233 | $ | 1,498,719 | (5.1)% | |||||||||||||||||||||||||
| Intersegment revenues | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Total segment revenues | 726,739 | 861,166 | (15.6) | 1,422,233 | 1,498,719 | (5.1) | |||||||||||||||||||||||||||||
| Agribusiness and energy services | |||||||||||||||||||||||||||||||||||
| Revenues from external customers | 129,830 | 150,316 | (13.6) | 266,166 | 293,193 | (9.2) | |||||||||||||||||||||||||||||
| Intersegment revenues | 5,993 | 7,243 | (17.3) | 12,043 | 13,078 | (7.9) | |||||||||||||||||||||||||||||
| Total segment revenues | 135,823 | 157,559 | (13.8) | 278,209 | 306,271 | (9.2) | |||||||||||||||||||||||||||||
| Partnership | |||||||||||||||||||||||||||||||||||
| Revenues from external customers | 1,063 | 912 | 16.6 | 2,182 | 1,917 | 13.8 | |||||||||||||||||||||||||||||
| Intersegment revenues | 19,460 | 18,742 | 3.8 | 39,116 | 36,837 | 6.2 | |||||||||||||||||||||||||||||
| Total segment revenues | 20,523 | 19,654 | 4.4 | 41,298 | 38,754 | 6.6 | |||||||||||||||||||||||||||||
| Revenues including intersegment activity | 883,085 | 1,038,379 | (15.0) | 1,741,740 | 1,843,744 | (5.5) | |||||||||||||||||||||||||||||
| Intersegment eliminations | (25,453) | (25,985) | (2.0) | (51,159) | (49,915) | 2.5 | |||||||||||||||||||||||||||||
| $ | 857,632 | $ | 1,012,394 | (15.3)% | $ | 1,690,581 | $ | 1,793,829 | (5.8)% | ||||||||||||||||||||||||||
| Three Months Ended June 30, | % Variance | Six Months Ended June 30, | % Variance | ||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||||||||
| Cost of goods sold | |||||||||||||||||||||||||||||||||||
| Ethanol production | $ | 730,946 | $ | 804,821 | (9.2)% | $ | 1,447,893 | $ | 1,466,381 | (1.3)% | |||||||||||||||||||||||||
| Agribusiness and energy services | 129,409 | 143,656 | (9.9) | 262,689 | 278,095 | (5.5) | |||||||||||||||||||||||||||||
| Intersegment eliminations | (25,264) | (27,163) | (7.0) | (50,486) | (50,653) | (0.3) | |||||||||||||||||||||||||||||
| $ | 835,091 | $ | 921,314 | (9.4)% | $ | 1,660,096 | $ | 1,693,823 | (2.0)% | ||||||||||||||||||||||||||
| Three Months Ended June 30, | % Variance | Six Months Ended June 30, | % Variance | ||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||||||||
| Gross margin | |||||||||||||||||||||||||||||||||||
| Ethanol production | $ | (4,207) | $ | 56,345 | (107.5)% | $ | (25,660) | $ | 32,338 | (179.3)% | |||||||||||||||||||||||||
| Agribusiness and energy services | 6,414 | 13,903 | (53.9) | 15,520 | 28,176 | (44.9) | |||||||||||||||||||||||||||||
| Partnership | 20,523 | 19,654 | 4.4 | 41,298 | 38,754 | 6.6 | |||||||||||||||||||||||||||||
| Intersegment eliminations | (189) | 1,178 | (116.0) | (673) | 738 | (191.2) | |||||||||||||||||||||||||||||
| $ | 22,541 | $ | 91,080 | (75.3)% | $ | 30,485 | $ | 100,006 | (69.5)% | ||||||||||||||||||||||||||
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| Three Months Ended June 30, | % Variance | Six Months Ended June 30, | % Variance | ||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||||||||
| Operating income (loss) | |||||||||||||||||||||||||||||||||||
Ethanol production (1) | $ | (36,370) | $ | 27,506 | (232.2)% | $ | (89,732) | $ | (23,652) | 279.4% | |||||||||||||||||||||||||
| Agribusiness and energy services | 2,173 | 10,281 | (78.9) | 6,299 | 20,689 | (69.6) | |||||||||||||||||||||||||||||
| Partnership | 11,420 | 12,104 | (5.7) | 23,316 | 23,913 | (2.5) | |||||||||||||||||||||||||||||
| Intersegment eliminations | (189) | 1,178 | (116.0) | (673) | 738 | (191.2) | |||||||||||||||||||||||||||||
| Corporate activities | (19,514) | (17,228) | 13.3 | (38,230) | (35,749) | 6.9 | |||||||||||||||||||||||||||||
| $ | (42,480) | $ | 33,841 | (225.5)% | $ | (99,020) | $ | (14,061) | * | ||||||||||||||||||||||||||
(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, | % Variance | Six Months Ended June 30, | % Variance | ||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||
| Ethanol production | $ | 22,425 | $ | 19,114 | 17.3 % | $ | 45,363 | $ | 37,546 | 20.8 % | |||||||||||||||||||||||||
| Agribusiness and energy services | 536 | 470 | 14.0 | 1,349 | 934 | 44.4 | |||||||||||||||||||||||||||||
| Partnership | 828 | 823 | 0.6 | 1,644 | 1,721 | (4.5) | |||||||||||||||||||||||||||||
| Corporate activities | 837 | 560 | 49.5 | 1,656 | 1,165 | 42.1 | |||||||||||||||||||||||||||||
| $ | 24,626 | $ | 20,967 | 17.5 % | $ | 50,012 | $ | 41,366 | 20.9 % | ||||||||||||||||||||||||||
* Percentage variance not considered meaningful.
We use EBITDA, adjusted EBITDA, and segment EBITDA as measures of profitability to compare the financial performance of our reportable segments and manage those segments. 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. Adjusted EBITDA includes adjustments related to other income associated with the USDA COVID-19 relief grant, and our proportional share of EBITDA adjustments of our equity method investees. We believe EBITDA, adjusted EBITDA and segment EBITDA are useful measures to compare our performance against other companies. These measures should not be considered an alternative to, or more meaningful than, net income, which is prepared in accordance with GAAP. EBITDA, adjusted EBITDA, and segment EBITDA calculations may vary from company to company. Accordingly, our computation of EBITDA, adjusted EBITDA, and segment EBITDA may not be comparable with a similarly titled measure of other companies.
The following table reconciles net loss including noncontrolling interest to adjusted EBITDA (in thousands):
| Three Months Ended June 30, | % Variance | Six Months Ended June 30, | % Variance | ||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||||||||
| Net loss | $ | (48,320) | $ | 52,720 | (191.7)% | $ | (114,569) | $ | (3,152) | * | |||||||||||||||||||||||||
| Interest expense | 9,741 | 7,800 | 24.9 | 19,479 | 16,606 | 17.3 | |||||||||||||||||||||||||||||
| Income tax expense (benefit) | (1,019) | 2,895 | (135.2) | 2,410 | 1,742 | 38.3 | |||||||||||||||||||||||||||||
Depreciation and amortization (1) | 24,626 | 20,967 | 17.5 | 50,012 | 41,366 | 20.9 | |||||||||||||||||||||||||||||
| EBITDA | (14,972) | 84,382 | (117.7) | (42,668) | 56,562 | (175.4) | |||||||||||||||||||||||||||||
Other income (2) | — | (27,712) | * | — | (27,712) | * | |||||||||||||||||||||||||||||
| Proportional share of EBITDA adjustments to equity method investees | 45 | 45 | — | 90 | 90 | — | |||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | (14,927) | $ | 56,715 | (126.3)% | $ | (42,578) | $ | 28,940 | (247.1)% | |||||||||||||||||||||||||
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(1)Excludes amortization of operating lease right-of-use assets and amortization of debt issuance costs.
(2)Other income for the three and six months ended June 30, 2022 includes a grant received from the USDA related to the Biofuel Producer Program of $27.7 million.
The following table reconciles segment EBITDA to consolidated adjusted EBITDA (in thousands):
| Three Months Ended June 30, | % Variance | Six Months Ended June 30, | % Variance | ||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||||||||
| Adjusted EBITDA | |||||||||||||||||||||||||||||||||||
Ethanol production (1) | $ | (13,749) | $ | 74,680 | (118.4)% | $ | (44,016) | $ | 41,954 | (204.9)% | |||||||||||||||||||||||||
| Agribusiness and energy services | 2,871 | 10,750 | (73.3) | 8,098 | 21,473 | (62.3) | |||||||||||||||||||||||||||||
| Partnership | 12,797 | 13,123 | (2.5) | 25,744 | 26,005 | (1.0) | |||||||||||||||||||||||||||||
| Intersegment eliminations | (189) | 1,657 | (111.4) | (673) | 738 | (191.2) | |||||||||||||||||||||||||||||
| Corporate activities | (16,702) | (15,828) | 5.5 | (31,821) | (33,608) | (5.3) | |||||||||||||||||||||||||||||
| EBITDA | (14,972) | 84,382 | (117.7) | (42,668) | 56,562 | (175.4) | |||||||||||||||||||||||||||||
Other income (2) | — | (27,712) | * | — | (27,712) | * | |||||||||||||||||||||||||||||
| Proportional share of EBITDA adjustments to equity method investees | 45 | 45 | — | 90 | 90 | — | |||||||||||||||||||||||||||||
| $ | (14,927) | $ | 56,715 | (126.3)% | $ | (42,578) | $ | 28,940 | (247.1)% | ||||||||||||||||||||||||||
(1)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.
(2)Other income for the three and six months ended June 30, 2022 includes a grant received from the USDA related to the Biofuel Producer Program of $27.7 million.
* Percentage variance not considered meaningful.
Three Months Ended June 30, 2023 Compared with the Three Months Ended June 30, 2022
Consolidated Results
Consolidated revenues decreased $154.8 million for the three months ended June 30, 2023 compared with the same period in 2022 primarily due to lower volumes sold on ethanol, distillers grains, and renewable corn oil, as well as lower weighted average selling prices on distillers grains and renewable corn oil, offset by higher weighted average selling prices on ethanol within our ethanol production segment as described below. Revenues were also lower within our agribusiness and energy services segment as a result of decreased trading volumes.
Net loss increased $101.0 million for the three months ended June 30, 2023 compared with the same period last year primarily due to decreased volumes and margins in our ethanol production segment, lower trading volumes and margins in our agribusiness and energy services segment, and the $27.7 million USDA COVID-19 relief grant received in the second quarter of 2022. Adjusted EBITDA decreased $71.6 million for the three months ended June 30, 2023 compared with the same period last year primarily due to decreased volumes and margins in our ethanol production segment and lower trading volumes and margins in our agribusiness and energy services segment. Interest expense increased $1.9 million for the three months ended June 30, 2023 compared with the same period in 2022 primarily due to reduced capitalized interest as certain projects have been completed. Income tax benefit was $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 primarily due to a decrease in the valuation allowance recorded against certain deferred tax assets for the three months ended June 30, 2023.
The following discussion provides greater detail about our second quarter segment performance.
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Ethanol Production Segment
Key operating data for our ethanol production segment is as follows:
| Three Months Ended June 30, | |||||||||||||||||
| 2023 | 2022 | % Variance | |||||||||||||||
| Ethanol sold | |||||||||||||||||
| (thousands of gallons) | 194,753 | 231,413 | (15.8)% | ||||||||||||||
| Distillers grains sold | |||||||||||||||||
| (thousands of equivalent dried tons) | 458 | 576 | (20.5) | ||||||||||||||
| Ultra-High Protein sold | |||||||||||||||||
| (thousands of tons) | 44 | 17 | 158.8 | ||||||||||||||
| Renewable corn oil sold | |||||||||||||||||
| (thousands of pounds) | 64,689 | 72,232 | (10.4) | ||||||||||||||
| Corn consumed | |||||||||||||||||
| (thousands of bushels) | 67,336 | 80,218 | (16.1)% | ||||||||||||||
Revenues in our ethanol production segment decreased $134.4 million for the three months ended June 30, 2023 compared with the same period in 2022, primarily due to lower ethanol, distillers grains and renewable corn oil volumes sold resulting in decreased revenues of $101.2 million, $22.7 million and $5.4 million, respectively, as well as lower weighted average selling prices on distillers grains and renewable corn oil resulting in decreased revenues of $5.4 million and $8.8 million, respectively, offset by higher weighted average selling prices on ethanol resulting in increased revenues of $14.2 million. Revenues also decreased as a result of hedging activities by $9.5 million.
Cost of goods sold in our ethanol production segment decreased $73.9 million for the three months ended June 30, 2023 compared with the same period last year primarily due to lower volumes processed and lower weighted average prices, resulting in decreased costs of $110.7 million and $4.7 million, respectively, partially offset by hedging activities of $5.0 million and higher chemical, utilities and other costs of $31.9 million.
Operating loss in our ethanol production segment increased $63.9 million for the three months ended June 30, 2023 compared with the same period in 2022 primarily due to decreased margins as outlined above. Depreciation and amortization expense for the ethanol production segment was $22.4 million for the three months ended June 30, 2023, compared with $19.1 million for the same period last year, with the increase primarily due to Ultra-High Protein assets placed in service.
Agribusiness and Energy Services Segment
Revenues in our agribusiness and energy services segment decreased $21.7 million while operating income also decreased $8.1 million for the three months ended June 30, 2023 compared with the same period in 2022. The decrease in revenues was primarily due to a decrease in ethanol and renewable corn oil trading volumes. Operating income decreased primarily as a result of lower trading volumes driven by market volatility in our natural gas storage.
Partnership Segment
Revenues generated by our partnership segment increased $0.9 million for the three months ended June 30, 2023 compared with the same period for 2022. Storage and throughput services revenue and terminal services revenue were consistent with the prior year. Railcar transportation services revenue increased $1.3 million primarily due to an increase in transportation services fees charged as a result of our partnership upgrading its leased railcar fleet to comply with DOT 117 regulations. Trucking and other revenue decreased $0.5 million compared to the prior year primarily due to the discontinuance of trucking operations that occurred during the period. Operating income decreased $0.7 million for the three months ended June 30, 2023 compared with the same period in 2022 primarily due to transaction costs related to our proposal to acquire all outstanding shares of the partnership.
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Intersegment Eliminations
Intersegment eliminations of revenues decreased by $0.5 million for the three months ended June 30, 2023 compared with the same period in 2022 primarily due to decreased intersegment marketing and services fees within the agribusiness and energy services segment as a result of lower production volumes, offset by increased railcar fees paid to the partnership segment.
Corporate Activities
Operating loss was impacted by an increase in corporate activities of $2.3 million for the three months ended June 30, 2023 compared to the same period in 2022, primarily due to increased personnel costs during the three months ended June 30, 2023.
Income Taxes
We 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 certain deferred tax assets.
Six Months Ended June 30, 2023 Compared with the Six Months Ended June 30, 2022
Consolidated Results
Consolidated revenues decreased $103.2 million for the six months ended June 30, 2023 compared with the same period in 2022 primarily due to lower volumes sold on ethanol and distiller grains, as well as lower weighted average selling prices on renewable corn oil, partially offset by higher volumes sold on renewable corn oil, as well as higher weighted average selling prices on ethanol and distillers grains within our ethanol production segment as described below. Revenues were also lower within our agribusiness and energy services segment as a result of decreased trading volumes and margins.
Net loss increased $111.4 million for the six months ended June 30, 2023 compared with the same period last year primarily due to decreased volumes and margins in our ethanol production segment, lower trading margins in our agribusiness and energy services segment, increased depreciation expense, and the $27.7 million USDA COVID-19 relief grant received in the second quarter of 2022. Adjusted EBITDA decreased $71.5 million for the six months ended June 30, 2023 compared with the same period last year primarily due to decreased volumes and margins in our ethanol production segment and lower margins in our agribusiness and energy services segment. Interest expense increased $2.9 million for the six months ended June 30, 2023 compared with the same period in 2022 primarily due to higher interest rates on floating rate debt and reduced capitalized interest as certain projects have been completed. Income tax expense was $2.4 million for the six months ended June 30, 2023, compared with income tax expense of $1.7 million for the same period in 2022 primarily due to an increase in the valuation allowance recorded against increases in certain deferred tax assets for both the six months ended June 30, 2023 and 2022.
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The following discussion provides greater detail about our year-to-date segment performance.
Ethanol Production Segment
Key operating data for our ethanol production segment is as follows:
| Six Months Ended June 30, | |||||||||||||||||
| 2023 | 2022 | % Variance | |||||||||||||||
| Ethanol sold | |||||||||||||||||
| (thousands of gallons) | 401,633 | 427,761 | (6.1)% | ||||||||||||||
| Distillers grains sold | |||||||||||||||||
| (thousands of equivalent dried tons) | 940 | 1,080 | (13.0) | ||||||||||||||
| Ultra-High Protein sold | |||||||||||||||||
| (thousands of tons) | 96 | 29 | 231.0 | ||||||||||||||
| Renewable corn oil sold | |||||||||||||||||
| (thousands of pounds) | 132,700 | 131,527 | 0.9 | ||||||||||||||
| Corn consumed | |||||||||||||||||
| (thousands of bushels) | 138,571 | 148,522 | (6.7)% | ||||||||||||||
Revenues in our ethanol production segment decreased $76.5 million for the six months ended June 30, 2023 compared with the same period in 2022, primarily due to lower ethanol and distillers grains volumes sold resulting in decreased revenues of $68.4 million and $16.6 million, respectively, as well as lower weighted average selling prices on renewable corn oil resulting in decreased revenues of $11.7 million, offset by higher renewable corn oil volumes sold resulting in increased revenues of $0.8 million, as well as higher weighted average selling prices on ethanol and distillers grains resulting in increased revenues of $4.3 million and $19.2 million, respectively. Revenues also decreased as a result of hedging activities by $5.7 million.
Cost of goods sold in our ethanol production segment decreased $18.5 million for the six months ended June 30, 2023 compared with the same period last year primarily due to lower volumes processed resulting in decreased costs of $76.8 million and hedging activities of $54.3 million, offset by higher weighted average prices of $98.0 million, as well as higher utilities and freight costs of $19.9 million.
Operating loss increased $66.1 million for the six months ended June 30, 2023 compared with the same period in 2022 primarily due to decreased margins on ethanol production as outlined above. Depreciation and amortization expense for the ethanol production segment was $45.4 million for the six months ended June 30, 2023, compared with $37.5 million for the same period last year, with the increase primarily due to Ultra-High Protein assets placed in service.
Agribusiness and Energy Services Segment
Revenues in our agribusiness and energy services segment decreased $28.1 million while operating income decreased $14.4 million for the six months ended June 30, 2023, compared with the same period in 2022. The decrease in revenues was primarily due to a decrease in ethanol, distillers grains, and renewable corn oil trading margins. Operating income decreased primarily as a result of lower trading margins driven by market volatility in our natural gas storage and distillers grains.
Partnership Segment
Revenues generated by our partnership segment increased $2.5 million for the six months ended June 30, 2023 compared with the same period for 2022. Storage and throughput services revenue and terminal services revenue were consistent with the prior year. Railcar transportation services revenue increased $2.9 million primarily due to an increase in transportation service fees charged as a result of our partnership upgrading its leased railcar fleet to comply with DOT 117 regulations. Trucking and other revenue decreased $0.5 million primarily due to the discontinuance of trucking operations that occurred during the period. Operating income decreased $0.6 million for the six months ended June 30, 2023 compared with the same period in 2022 primarily due to transaction costs related to our proposal to acquire all outstanding shares of the partnership.
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Intersegment Eliminations
Intersegment eliminations of revenues increased by $1.2 million for the six months ended June 30, 2023 compared with the same period in 2022 primarily due to increased railcar fees paid to the partnership segment, offset by decreased intersegment marketing and service fees within the agribusiness and energy services segment as a result of lower production volumes.
Corporate Activities
Operating loss was impacted by an increase in corporate activities of $2.5 million for the six months ended June 30, 2023 compared to the same period in 2022, primarily due to increased personnel and insurance costs during the six months ended June 30, 2023.
Income Taxes
We recorded income tax expense of $2.4 million for the six months ended June 30, 2023 compared with income tax expense of $1.7 million for the same period in 2022 primarily due to an increase in the valuation allowance recorded against certain deferred tax assets for both the six months ended June 30, 2023 and 2022.
Liquidity and Capital Resources
Our principal sources of liquidity include cash generated from operating activities and bank credit facilities. We fund our operating expenses and service debt primarily with operating cash flows. Capital resources for maintenance and growth expenditures are funded by a variety of sources, including cash generated from operating activities, borrowings under bank credit facilities, or issuance of senior notes or equity. Our ability to access capital markets for debt under reasonable terms depends on our financial condition, credit ratings and market conditions. We believe that our ability to obtain financing at reasonable rates based on these factors remains sufficient and provides a solid foundation to meet our future liquidity and capital resource requirements.
On June 30, 2023, we had $312.9 million in cash and cash equivalents and $46.9 million in restricted cash. We also had $128.0 million available under our committed revolving credit agreement, subject to restrictions or other lending conditions. Funds at certain subsidiaries are generally required for their ongoing operational needs and restricted from distribution. At June 30, 2023, our subsidiaries had approximately $119.4 million of net assets that were not available to use in the form of dividends, loans or advances due to restrictions contained in their credit facilities.
Net cash used in operating activities was $168.4 million for the six months ended June 30, 2023, compared with net cash used in operating activities of $106.6 million for the same period in 2022. Net cash used in operating activities compared to the prior year were primarily affected by a higher net loss as well as increases in cash used related to higher payments of accounts payables, partially offset by higher derivative financial instruments as well as decreases in cash used related to accounts receivable and inventory when compared to the same period of the prior year. Net cash used in investing activities was $57.6 million for the six months ended June 30, 2023 compared with net cash used in investing activities of $35.3 million for the same period in 2022. Investing activities compared to the prior year were primarily affected by the proceeds from the sale of marketable securities during the same period in 2022, offset by increased cash provided by lower purchases of fixed assets compared to the same period in the prior year. Net cash provided by financing activities was $85.5 million for the six months ended June 30, 2023 compared with net cash provided by financing activities of $160.3 million for the same period in 2022, primarily due to higher debt proceeds as a result of changes in our debt structure during the same period in 2022.
Additionally, Green Plains Finance Company, Green Plains Trade, Green Plains Grain and Green Plains Commodity Management use revolving credit facilities to finance working capital requirements. We frequently draw from and repay these facilities, which results in significant cash movements reflected on a gross basis within financing activities as proceeds from and payments on short-term borrowings.
We incurred capital expenditures of approximately $48.9 million during the six months ended June 30, 2023, primarily for Ultra-High Protein expansion projects at Mount Vernon and Obion, the clean sugar expansion project at Shenandoah and for various other capital projects. Capital spending for the remainder of 2023 is expected to be between $100.0 million and $150.0 million, which is subject to review prior to the initiation of any project. The estimate includes additional expenditures to deploy FQT's MSCTM and FQT's CSTTM technology, as well as expenditures for various other capital projects, which are expected to be financed with cash on hand and by cash provided by operating activities.
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Our business is highly sensitive to the price of commodities, particularly for corn, ethanol, distillers grains, Ultra-High Protein, renewable corn oil and natural gas. We use derivative financial instruments to reduce the market risk associated with fluctuations in commodity prices. Sudden changes in commodity prices may require cash deposits with brokers for margin calls or significant liquidity with little advanced notice to meet margin calls, depending on our open derivative positions. We continuously monitor our exposure to margin calls and believe we will continue to maintain adequate liquidity to cover margin calls from our operating results and borrowings.
The partnership agreement requires the partnership to distribute all available cash, as defined, to its partners, including us, within 45 days after the end of each calendar quarter. Available cash generally means all cash and cash equivalents on hand at the end of that quarter less cash reserves established by the general partner, including those for future capital expenditures, future acquisitions and anticipated future debt service requirements, plus all or any portion of the cash on hand resulting from working capital borrowings made subsequent to the end of that quarter.
Our board of directors authorized a share repurchase program of up to $200.0 million of our common stock. Under the program, we may repurchase shares in open market transactions, privately negotiated transactions, accelerated share buyback programs, tender offers or by other means. The timing and amount of repurchase transactions are determined by our management based on market conditions, share price, legal requirements and other factors. The program may be suspended, modified or discontinued at any time without prior notice. We did not repurchase any shares of common stock during the second quarter of 2023. To date, we have repurchased 7.4 million shares of common stock for approximately $92.8 million under the program.
We believe we have sufficient working capital for our existing operations. A continued sustained period of unprofitable operations, however, may strain our liquidity. We may sell additional assets or equity or borrow capital to improve or preserve our liquidity, expand our business or acquire businesses.
Debt
For additional information related to our debt, see Note 7 – Debt included as part of the notes to the unaudited consolidated financial statements included herein and Note 12 – Debt included as part of the notes to consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2022.
We were in compliance with our debt covenants at June 30, 2023. Based on our forecasts, we believe we will maintain compliance at each of our subsidiaries for the next twelve months or have sufficient liquidity available on a consolidated basis to resolve noncompliance. We cannot provide assurance that actual results will approximate our forecasts or that we will inject the necessary capital into a subsidiary to maintain compliance with its respective covenants. In the event a subsidiary is unable to comply with its debt covenants, the subsidiary’s lenders may determine that an event of default has occurred, and following notice, the lenders may terminate the commitment and declare the unpaid balance due and payable.
Corporate Activities
In March 2021, we issued $230.0 million of 2.25% convertible senior notes due in 2027, or the 2.25% notes. 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 initial conversion rate is 31.6206 shares of our common stock per $1,000 principal amount of 2.25% notes (equivalent to an initial conversion price of approximately $31.62 per share of our common stock), representing an approximately 37.5% premium over the offering price of our 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, we may be obligated to increase the conversion rate for any conversion that occurs in connection with certain corporate events, including our calling the 2.25% notes for redemption. We may settle the 2.25% notes in cash, common stock or a combination of cash and common stock. At June 30, 2023, the outstanding principal balance on the 2.25% notes was $230.0 million.
In June 2019, we issued $115.0 million of 4.00% convertible senior notes due in 2024, or the 4.00% notes. The 4.00% notes were senior, unsecured obligations, with interest payable on January 1 and July 1 of each year, beginning January 1, 2020, at a rate of 4.00% per annum. The initial conversion rate was 64.1540 shares of our common stock per $1,000 principal amount of the 4.00% notes, which is equivalent to an initial conversion price of approximately $15.59 per share of our common stock.
During May 2021, we entered into a privately negotiated agreement with certain noteholders of our 4.00% notes. Under this agreement, 3.6 million shares of our common stock were exchanged for $51.0 million in aggregate principal amount of the 4.00% notes.
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On May 25, 2022, we gave notice calling for the redemption of our outstanding 4.00% notes, totaling an aggregate principal amount of $64.0 million. The final conversion rate was increased to 66.4178 shares of common stock per $1,000 of principal. From July 1, 2022 through July 8, 2022, the remaining $64.0 million of the 4.00% notes were converted into approximately 4.3 million shares of common stock. Common stock held as treasury shares were exchanged for the 4.00% notes. Pursuant to the guidance within ASC 470, Debt, we recorded the exchanges as a conversion. The 4.00% notes were retired effective July 8, 2022.
In August 2016, we issued $170.0 million of 4.125% convertible senior notes due in 2022, or 4.125% notes, which were senior, unsecured obligations with interest payable on March 1 and September 1 of each year. The initial conversion rate was 35.7143 shares of common stock per $1,000 of principal, which was equal to a conversion price of approximately $28.00 per share.
In March 2021, concurrent with the issuance of the 2.25% notes, we used approximately $156.5 million of the net proceeds of the 2.25% notes to repurchase approximately $135.7 million aggregate principal amount of the 4.125% notes due 2022, in privately negotiated transactions.
During August 2022, we entered into four privately negotiated exchange agreements with certain noteholders of the 4.125% notes to exchange approximately $32.6 million aggregate principal amount for approximately 1.2 million shares of our common stock. Additionally, on September 1, 2022, approximately $1.7 million aggregate principal amount of the 4.125% notes were settled through a combination of $1.7 million in cash and approximately 15 thousand shares of our common stock, and the remaining $23 thousand aggregate principal amount and accrued interest were settled in cash. The 4.125% notes were fully retired effective September 1, 2022.
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 with BlackRock for the purchase of all notes issued. These notes will mature on February 9, 2026 and are secured by a pledge of the membership interests in, and the real property owned by, Green Plains Obion and Green Plains Mount Vernon. At June 30, 2023, the outstanding principal balance was $125.0 million on the loan and the interest rate was 11.75%.
Green Plains Wood River and Green Plains Shenandoah, wholly-owned subsidiaries of the company, have a $75.0 million delayed draw loan agreement, which matures on September 1, 2035. At June 30, 2023, the outstanding principal balance was $73.9 million on the loan and the interest rate was 6.52%.
We also have small equipment financing loans, finance leases on equipment or facilities, and other forms of debt financing.
Agribusiness and Energy Services Segment
Green Plains Finance Company, Green Plains Grain and Green Plains Trade have total revolving commitments of $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. The Facility matures in March 2027. 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. At June 30, 2023, the outstanding principal balance was $222.0 million on the facility and the interest rate 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 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 June 30, 2023, the outstanding principal balance was $25.1 million on the facility and the interest rate 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. 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 June 30, 2023.
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Partnership Segment
Green Plains Partners, through a wholly owned subsidiary, has a term loan to fund working capital, capital expenditures and other general partnership purposes. The term loan has a maturity date of July 20, 2026. The term loan does not require any principal payments; however, the partnership has the option to prepay $1.5 million per quarter. 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.
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.
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 is secured by substantially all of the assets of the partnership. As of June 30, 2023, the term loan had a balance of $57.5 million and an interest rate of 13.52%.
Effects of Inflation
We have experienced inflationary impacts on labor costs, wages, components, equipment, other inputs and services across our business and inflation and its impact could escalate in future quarters, much of which is beyond our control. Moreover, we have fixed price arrangements with some of our customers and are not able to pass those costs along in most instances. As such, inflationary pressures could have a material adverse effect on our performance and financial statements.
Contractual Obligations and Commitments
In addition to debt, our material future obligations include certain lease agreements and contractual and purchase commitments related to commodities, storage and transportation. Aggregate minimum lease payments under the operating lease agreements for future fiscal years as of June 30, 2023 totaled $100.3 million. As of June 30, 2023, we 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. Refer to Note 12 – Commitments and Contingencies included in the notes to the unaudited consolidated financial statements included herein for more information.
Critical Accounting Policies and Estimates
Critical accounting policies, including those relating to derivative financial instruments, accounting for income taxes, and impairment of goodwill, are impacted significantly by judgments, assumptions and estimates used in the preparation of the consolidated financial statements. Information about our critical accounting policies and estimates are included in our annual report on Form 10-K for the year ended December 31, 2022.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We use various financial instruments to manage and reduce our exposure to various market risks, including changes in commodity prices and interest rates. We conduct the majority of our business in U.S. dollars and are not currently exposed to material foreign currency risk.
Interest Rate Risk
We are exposed to interest rate risk through our loans which bear interest at variable rates. Interest rates on our variable-rate debt are based on the market rate for the lender’s prime rate, SOFR or LIBOR. At June 30, 2023, we had $742.5 million in debt, $304.6 million of which had variable interest rates. A 10% increase in interest rates would affect our interest cost by approximately $2.8 million per year.
For additional information related to our debt, see Note 7 – Debt included as part of the notes to the unaudited consolidated financial statements included herein and Note 12 – Debt included as part of the notes to consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2022.
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Commodity Price Risk
Our business is highly sensitive to commodity price risk, particularly for ethanol, corn, distillers grains, Ultra-High Protein, renewable corn oil and natural gas. Ethanol prices are sensitive to world crude oil supply and demand, the price of crude oil, gasoline, corn, the price of substitute fuels, refining capacity and utilization, government regulation and consumer demand for alternative fuels. Corn prices are affected by weather conditions, crop yields, changes in domestic and global supply and demand, and government programs and policies. Distillers grains prices are impacted by livestock numbers on feed, prices for feed alternatives and supply, which is associated with ethanol plant production. Natural gas prices are influenced by severe weather in the summer and winter and hurricanes in the spring, summer and fall. Other factors include North American energy exploration and production, and the amount of natural gas in underground storage during injection and withdrawal seasons.
To reduce the risk associated with fluctuations in the price of ethanol, corn, distillers grains, Ultra-High Protein, renewable corn oil and natural gas, at times we use forward fixed-price physical contracts and derivative financial instruments, such as futures and options executed on the Chicago Board of Trade, the New York Mercantile Exchange and the Chicago Mercantile Exchange. We focus on locking in favorable operating margins, when available, using a model that continually monitors market prices for corn, natural gas and other inputs relative to the price for ethanol and distillers grains at each of our production facilities. We create offsetting positions using a combination of forward fixed-price purchases, sales contracts and derivative financial instruments. As a result, we frequently have gains on derivative financial instruments that are offset by losses on forward fixed-price physical contracts or inventories and vice versa. Our results can be impacted if there is a mismatch of gains or losses associated with the derivative instrument during a reporting period when the physical commodity purchases or sale has not yet occurred. During the three and six months ended June 30, 2023, revenues included net losses of $0.8 million and $8.0 million, respectively, and cost of goods sold included net losses of $9.3 million and net gains of $7.9 million, associated with derivative financial instruments.
Ethanol Production Segment
In the ethanol production segment, net gains and losses from settled derivative instruments are offset by physical commodity purchases or sales to achieve the intended operating margins. To reduce commodity price risk caused by market fluctuations, we enter into exchange-traded futures and options contracts that serve as economic hedges.
Our exposure to market risk, which includes the impact of our risk management activities resulting from our fixed-price purchase and sale contracts and derivatives, is based on the estimated net income effect resulting from a hypothetical 10% change in price for the next 12 months starting on June 30, 2023, which is as follows (in thousands):
| Commodity | Estimated Total Volume Requirements for the Next 12 Months (1) | Unit of Measure | Net Income Effect of Approximate 10% Change in Price | |||||||||||||||||
| Ethanol | 958,000 | Gallons | $135,948 | |||||||||||||||||
| Corn | 330,000 | Bushels | $127,147 | |||||||||||||||||
| Distillers grains | 2,400 | Tons (2) | $32,190 | |||||||||||||||||
| Renewable corn oil | 310,000 | Pounds | $11,464 | |||||||||||||||||
| Natural gas | 27,700 | MmBTU | $4,511 | |||||||||||||||||
(1)Estimated volumes assume production at full capacity.
(2)Distillers grains quantities are stated on an equivalent dried ton basis.
Agribusiness and Energy Services Segment
In the agribusiness and energy services segment, our physical purchase and sale contracts, derivatives and some of our inventories are marked to market. Our inventories are carried at the lower of cost or net realizable value, except fair-value hedged inventories. To reduce commodity price risk caused by market fluctuations for purchase and sale commitments of grain and grain held in inventory, we enter into exchange-traded futures and options contracts that serve as economic hedges.
The market value of exchange-traded futures and options used for hedging are highly correlated with the underlying market value of grain inventories and related purchase and sale contracts for grain. The less correlated portion of inventory
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and purchase and sale contract market values, known as basis, is much less volatile than the overall market value of exchange-traded futures and tends to follow historical patterns. We manage this less volatile risk by constantly monitoring our position relative to the price changes in the market. Inventory values are affected by the month-to-month spread in the futures markets. These spreads are also less volatile than overall market value of our inventory and tend to follow historical patterns, but cannot be mitigated directly. Our accounting policy for futures and options, as well as the underlying inventory held for sale and purchase and sale contracts, is to reflect their current market values and include gains and losses in the consolidated statement of operations.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to ensure the information that must be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, as appropriate, to allow timely decisions regarding required financial disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Under the supervision and participation of our chief executive officer and chief financial officer, management carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2023 as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act and concluded that our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
Management is responsible for establishing and maintaining effective internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our consolidated financial statements for external purposes in accordance with U.S. generally accepted accounting principles. There were no material changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
We are currently involved in litigation that has arisen during the ordinary course of business. We do not believe this litigation will have a material adverse effect on our financial position, results of operations or cash flows.
Item 1A. Risk Factors.
Investors should carefully consider the discussion of risks and the other information in our annual report on Form 10-K for the year ended December 31, 2022, in Part I, Item 1A, “Risk Factors,” and the discussion of risks and other information in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under “Cautionary Information Regarding Forward-Looking Statements,” of this report. Investors should also carefully consider the discussion of risks with the partnership under the heading “Risk Factors” and other information in their annual report on Form 10-K for the year ended December 31, 2022. Although we have attempted to discuss key factors, our investors need to be aware that other risks may prove to be important in the future. New risks may emerge at any time and we cannot predict such risks or estimate the extent to which they may affect our financial performance. The following risk factors supplement and/or update risk factors previously disclosed and should be considered in conjunction with the other information included in, or incorporated by reference in, this quarterly report on Form 10-Q.
Our margins are dependent on managing the spread between the price of corn, natural gas, ethanol, distillers grains, Ultra-High Protein and renewable corn oil.
Our operating results are highly sensitive to the spread between the corn and natural gas we purchase, and the ethanol, distillers grains, Ultra-High Protein and renewable corn oil we sell. Price and supply are subject to various market forces, such as weather, domestic and global demand, global political or economic issues, including but not limited to the war in Ukraine including sanctions associated therewith, shortages, export prices, crude oil prices, currency valuations and government policies in the United States and around the world, over which we have no control. Price volatility of these commodities may cause our operating results to fluctuate substantially. Increases in corn or natural gas prices or decreases in ethanol, distillers grains, Ultra-High Protein and renewable corn oil prices may make it unprofitable to operate. No assurance can be given that we will purchase corn and natural gas or sell ethanol, distillers grains, Ultra-High Protein and renewable corn oil at or near prices which would provide us with positive margins. Consequently, our results of operations and financial position may be adversely affected by increases in corn or natural gas prices or decreases in ethanol, distillers grains, Ultra-High Protein and renewable corn oil prices. We have made significant investments in our biorefinery platform to produce Ultra-High Protein, and our financial results are increasingly dependent on our ability to operate these new systems consistently and to sell the products into new markets at a premium to distillers grains and soybean meal. Rapid expansion of soybean crushing capacity to meet the soybean oil demands of the growing biomass-based diesel industry could result in an oversupply of soybean meal, which could depress prices for all protein feed ingredients, and negatively impact our anticipated financial returns.
We continuously monitor the margins at our ethanol plants using a variety of risk management tools and hedging strategies when appropriate. Should our combined revenue from ethanol, distillers grains, Ultra-High Protein and renewable corn oil fall below our cost of production, we could decide to slow or suspend production at some or all of our ethanol plants, which could also adversely affect our results of operations and financial position.
The products we buy and sell are subject to price volatility and uncertainty.
Our operating results are highly sensitive to commodity prices.
Corn. We are generally unable to pass increased corn costs to our customers since ethanol competes with other fuels. We continue to see considerable volatility in corn prices. Ethanol plants, livestock industries and other corn-consuming enterprises put significant price pressure on local corn markets. In addition, local corn supplies and prices could be adversely affected by, but not limited to: prices for alternative crops, increasing pricing for seed corn, fertilizers, crop protection products and other input costs; changes in government policies including crop insurance, conservation programs, regulation of farmland, and other regulations; shifts in global supply and demand; global political or economic issues, including but not limited to the war in Ukraine including sanctions associated therewith; and global or regional growing conditions, such as plant disease, pests or adverse weather, including drought.
Ethanol. Our revenues are dependent on market prices for ethanol which can be volatile as a result of a number of factors, including but not limited to: the price and availability of competing fuels and oxygenates for fuels; the domestic
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and global supply and demand for ethanol, gasoline and corn; the price of gasoline, crude oil and corn; global political or economic issues, including but not limited to the war in Ukraine including sanctions associated therewith, and government policies that impact the supply, demand and pricing of corn, oil, gasoline, ethanol and other liquid fuels.
Ethanol is marketed as a fuel additive that reduces vehicle emissions, an economical source of octane and, to a lesser extent, as a gasoline substitute through higher blends such as E15 and E85. Consequently, gasoline supply and demand can affect the price of ethanol. Should gasoline prices or demand change significantly, our results of operations could be materially impacted.
Ethanol imports also affect domestic supply and demand. Imported ethanol is not subject to an import tariff and, under the RFS, sugarcane ethanol from Brazil can be used as a means for obligated parties to meet the advanced biofuel standard, in addition to state level low carbon fuel standards. Brazil is also rapidly expanding corn and corn ethanol production, which can have a lower carbon intensity score if it is produced from the second or “Safrinha” crop, which could be imported into the U.S. or displace our exports elsewhere globally.
Distillers Grains. Distillers grains compete with other protein-based animal feed products. Downward pressure on other commodity prices, such as corn, wheat, soybeans, soybean meal, and other feed ingredients, will generally cause the price of competing animal feed products to decline, resulting in downward pressure on the price of distillers grains. Occasionally, the price of distillers grains will lag behind fluctuations in corn or other feedstock prices, lowering our cost recovery percentage. Additionally, exports of distiller grains could be impacted by the enactment of foreign policy, or expanded production of soybean meal or distillers grains elsewhere.
Natural Gas. The price and availability of natural gas are subject to volatile market conditions. These market conditions are often affected by factors beyond our control, such as weather, drilling economics, overall economic conditions and government regulations. Significant disruptions in natural gas supply could impair our ability to produce ethanol. Furthermore, increases in natural gas prices or changes in our cost relative to our competitors cannot be passed on to our customers, which may adversely affect our results of operations and financial position.
Ultra High Protein. Our Ultra-High Protein has unique nutritional advantages and a higher protein concentration than soybean meal and can be included in a variety of feed rations in the pet, dairy, swine, poultry and aquaculture industries. As a value-added feed ingredient, quality control is imperative. Demand for feed products and pricing pressure from competing feed products may result in downward pressure on the price of Ultra-High Protein. Reliable production of Ultra-High Protein from both consistent operations of the biorefinery as well as the MSC™ technology is necessary to produce anticipated volumes. Changes in our customers willingness to accept these ingredients, inconsistency in production volumes, quality or downward pressure on prices could result in adverse impact on our business and profitability.
Renewable Corn Oil. Renewable corn oil is generally marketed as a low-carbon feedstock for biofuel production including renewable diesel, biodiesel and currently to a lesser extent, sustainable aviation fuel; therefore, the price of renewable corn oil is affected by demand for renewable diesel and biodiesel. Expanded demand from the renewable diesel and biodiesel industry due to the extended blending tax credit and growing LCFS markets in California, Oregon, Washington state, Canada and elsewhere as well as customer acceptance for such fuels could impact renewable corn oil demand. In general, renewable corn oil prices follow the prices of heating oil and soybean oil, though LCFS programs incentivize the lower carbon intensity of renewable corn oil as a feedstock relative to soybean oil. Federal incentives for sustainable aviation fuel also provide higher credit values for lower carbon intensity. Decreases in the price of or demand for renewable corn oil could have an adverse impact on our business and profitability.
We may be affected by or unable to fulfill our total transformation strategies.
In 2018, we announced that we were evaluating the performance of our entire portfolio of assets and businesses. As part of that process, we sold three ethanol plants, permanently closed one ethanol plant and sold Fleischmann’s Vinegar Company, Inc. Furthermore, we sold our 50% interest in JGP Energy Partners and Green Plains Cattle Company in 2019. We sold the remaining 50% interest in Green Plains Cattle Company and our Hereford, Texas ethanol plant in 2020, and we sold our Ord, Nebraska ethanol plant in March 2021.
As we continue to evaluate our portfolio, we may sell additional assets or businesses or exit particular markets that are no longer a strategic fit or no longer meet their growth or profitability targets. Depending on the nature of the assets sold, our profitability may be impacted by lost operating income or cash flows from such businesses. In addition, divestitures we complete may not yield the targeted improvements in our business and may divert management’s attention from our day-to-day operations. We also undertook a number of project initiatives to improve margins, including our Project 24 initiative and Total Transformation Plan focused on reducing operating costs and expanding the products and value we can extract
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from a kernel of corn. The Ultra-High Protein strategy includes substantial construction projects and significant capital expenditures to deploy FQT’s MSC™ technology, and FQT’s CST™ production capabilities to meet anticipated customers' demands.
We may not achieve our construction goals on time or within our budget. We may not achieve the operating yields we project or our technologies may not perform as expected. We may not achieve product market sales, margins or pricing we project, and our operating cost goals may not be achieved due to a variety of factors. Increasing costs for construction materials, supply chain issues limiting the availability of certain components, lack of available labor and delays in required permitting could all lead to projects being over budget and behind schedule. Our failure to achieve our production, sales and pricing targets, including, but not limited to, construction, yield, sales, margin, pricing, or financial results associated with our total transformation strategies could have an adverse effect on our business, financial condition or results of operations.
Government biofuels programs could change and impact the ethanol market.
The RFS mandates the minimum volume of renewable fuels that must be blended into the transportation fuel supply each year, which affects the domestic market for ethanol. Through 2022, the EPA undertook rulemaking to set the RVO for the following year, though at times months or years would pass without a finalized RVO. Further, the EPA has the authority to waive the requirements, in whole or in part, if there is inadequate domestic renewable fuel supply or the requirement severely harms the economy or the environment. After 2022, volumes shall be determined by the EPA in coordination with the Secretaries of Energy and Agriculture, taking into account such factors as impact on environment, energy security, future rates of production, cost to consumers, infrastructure and other factors, such as impact on commodity prices, job creation, rural economic development or food prices. The EPA also has the authority to set volumes for multiple years at a time, rather than annually as required prior to 2022. In December 2022, the EPA proposed a multi-year RVO for 2023, 2024 and 2025, and finalized the volumes on June 21, 2023.
Volumes can also be impacted as small refineries can petition the EPA for an SRE which, if approved, waives their portion of the annual RVO requirements. The EPA, through consultation with the DOE and the USDA, can grant them a full or partial waiver, or deny it outright within 90 days of submittal. Elimination of a refinery’s obligation effectively lowers the amount of renewable fuels required to be blended.
Our operations could be adversely impacted by legislation, administration actions, EPA actions, or lawsuits that may reduce the RFS mandated volumes of conventional ethanol and other biofuels through the RVO levels, a change in the RFS point of obligation from blenders and importers to retailers, or SREs. A recent Supreme Court ruling held that the small refineries can continue to apply for an extension of their waivers from the RFS, even if they have not been awarded a continuous string of exemptions, though the EPA under the current administration, in conjunction with the RVO rulemaking for 2020, 2021 and 2022, denied all pending SREs, a stance they reiterated in the finalized 2023, 2024 and 2025 RVO rule. There are multiple legal challenges to how the EPA has handled SREs and RFS rulemakings.
The D.C. Circuit Court of Appeals ruled that the EPA overstepped its authority in extending the one pound Reid Vapor Pressure waiver for 10% ethanol blends to 15% ethanol blends in the summer, effectively limiting summertime sales of ethanol blends above 10% to FFVs from June 1 to September 15 each year. Notwithstanding, on April 12, 2022, the President announced that he had directed the EPA to issue an emergency waiver to allow for the continued sale of E15 during the June 1 to September 15 period. On April 28, 2023, the EPA issued an emergency waiver to allow for continued sale of E15 during the 2023 summer driving season. As of this filing, according to Prime the Pump, E15 is sold year-round at approximately 3,159 stations in 31 states.
Similarly, should federal mandates regarding oxygenated gasoline be repealed, the market for domestic ethanol could be adversely impacted. Economic incentives to blend based on the relative value of gasoline versus ethanol, taking into consideration the octane value of ethanol, environmental requirements and the RFS mandate, may affect future demand. A significant increase in supply of biofuels beyond the RFS mandated volumes could have an adverse impact on ethanol prices. Moreover, changes to the RFS could negatively impact the price of ethanol or cause imported sugarcane or corn ethanol from Brazil to become more economical than domestic corn ethanol. Likewise, national, state and regional LCFS like that of California, Oregon, Washington state, Brazil or Canada could be favorable or harmful to U.S. corn ethanol, depending on how the regulations are crafted, enforced and modified.
Future demand may be influenced by economic incentives to blend based on the relative value of gasoline versus ethanol, taking into consideration the octane value of ethanol, environmental requirements and the value of RFS credits known as RINs. A significant increase in supply of biofuels beyond the RFS mandated levels could have an adverse impact on ethanol prices. Moreover, any changes to RFS, whether by legislation, EPA action or lawsuit, originating from issues
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associated with the market price of RINs could negatively impact the demand for ethanol, discretionary blending of ethanol and/or the price of ethanol. Prior actions by the EPA to grant SREs without accounting for the lost gallons, for example, resulted in lower RIN prices. Similarly, proposals to reduce annual RVO levels could also lead to lower RIN prices.
To the extent federal or state laws or regulations are modified and/or enacted, it may result in the demand for ethanol being reduced, which could negatively and materially affect our financial performance.
Future demand for ethanol is uncertain and changes in public perception, consumer acceptance and overall consumer demand for transportation fuel could affect demand.
While many trade groups, academics and government agencies support ethanol as a fuel additive that promotes cleaner air and reduces GHG emissions, others claim growing corn and producing ethanol consumes more energy, emits more GHG emissions than other fuels and depletes water resources. While we do not agree, some studies suggest ethanol produced from corn is less efficient than ethanol produced from switch grass or wheat grain. Others claim corn ethanol negatively impacts consumers by causing the prices of food made from corn and corn byproducts, as well as meat derived from corn-consuming livestock to increase. Ethanol critics also contend the industry redirects corn supplies from international food markets to domestic fuel markets, and contributes to land use change domestically and abroad.
Today there are limited markets for ethanol beyond its value as an oxygenate domestically and abroad. We believe further consumer acceptance of E15 and E85 fuels may be necessary before ethanol can achieve significant market share growth in the U.S. Discretionary and E85 blending are important secondary markets. Discretionary blending is often determined by the price of ethanol relative to gasoline, the value of RINs, and availability to consumers. When discretionary blending is financially unattractive, the demand for ethanol may be reduced. New incentives for SAF could open new markets for ethanol through alcohol to jet technologies, though commercial production is essentially nonexistent as of this filing.
Demand for ethanol is also affected by overall demand for surface transportation fuel, which is affected by cost, number of miles traveled and vehicle fuel economy. Miles traveled typically increases during the spring and summer months related to vacation travel, followed closely by the fall season due to holiday travel. Global events, such as COVID-19, greatly decreased miles traveled and in turn, the demand for ethanol. Consumer demand for gasoline may be impacted by various transportation trends, such as widespread adoption of electric vehicles. Numerous automakers have announced plans to phase out the production of gasoline and diesel powered vehicles by the mid-2030s. These announcements coincide with pledges to ban the sale of internal combustion engines in countries such as Japan and the United Kingdom by 2035, as well as a statewide ban in California, which several states are imitating. If realized, these bans would accelerate the decline of liquid fuel demand for surface transportation and by extension demand for ethanol, biodiesel and renewable diesel. The EPA has proposed CAFE standards which would require aggressive EV deployment by Original Equipment Manufacturers (OEMs). We are closely monitoring legislation and regulation that may impact the future sales of electric vehicles as well as vehicles with internal combustion engines in various states and around the world.
Additionally, factors such as over-supply of ethanol, which has been the case for some time, could continue to negatively impact our business. Reduced demand for ethanol may depress the value of our products, erode our margins, and reduce our ability to generate revenue or operate profitably.
Our business is directly affected by the supply and demand for ethanol and other fuels in the markets served by our assets. Reduced demand for ethanol, regardless of cause, may erode our margins and reduce our ability to generate revenue and operate profitably.
Our production levels may fluctuate due to planned and unplanned downtime at our assets, and we are required to continue to make minimum volume commitment payments to the partnership regardless of our production levels.
Unplanned downtime may occur from time to time at our facilities. Moreover, we are party to the storage and throughput agreement with our partnership, under which we are obligated to pay a minimum volume commitment regardless of whether or not we operate. Our plants may not produce at yields we expect or the required MVC volumes due to a variety of reasons, including, but not limited to, equipment failures and other breakdowns; labor shortages; lack of adequate raw materials, including corn supply; adverse pricing on raw materials and finished goods that becomes uneconomical; poor rail service; lack of adequate storage for distillers grains, Ultra-High Protein, renewable corn oil or ethanol; permitting or regulatory issues, adverse weather and other reasons. We may not run our plants at volumes sufficient enough to cover the MVC resulting in payments being made to the partnership. In times of sustained negative margins, our volumes may be insufficient to recover these MVC payments in the following four quarters as outlined in the partnership agreement. Any of these production events may adversely impact our profitability and financial position.
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Our success depends on our ability to manage our growing and changing operations.
Since our formation in 2004, our business has grown significantly in size, products and complexity. This growth places substantial demands on our management, systems, internal controls, and financial and physical resources. If we acquire or develop additional operations, implement new technologies, sell into new markets, track the carbon intensity of the feedstocks we purchase and finished products we sell, we may need to further develop our financial and managerial controls and reporting systems, and could incur expenses related to hiring additional qualified personnel and expanding our information technology infrastructure. Our ability to manage growth effectively could impact our results of operations, financial position and cash flows.
New ethanol process technologies could emerge that require less energy per gallon to produce or increase yields of various products and in some cases develop new coproducts and result in lower production costs or more favorable economics for a plant. Our process technologies could become less effective or competitive than competing technologies or become obsolete and place us at a competitive disadvantage, which could have a material adverse effect on our operations, cash flows and financial position. Newly constructed plants could operate more efficiently and reliably than older plants, putting us at a competitive disadvantage.
Business disruptions due to unforeseen operational failures or factors outside of our control could impact our ability to fulfill contractual obligations.
Natural disasters, pandemics, transportation issues, significant track damage resulting from a train derailment, aging equipment breakdowns, coupled with supply chain challenges impacting repairs or replacements, or labor strikes by our transportation providers could adversely impact operations and/or delay shipments of raw materials to our plants or deliveries of ethanol, distillers grains, Ultra-High Protein and renewable corn oil to our customers. If we are unable to meet customer demand or contract delivery requirements due to stalled operations caused by business disruptions, we could potentially lose customers or volume with such customers.
Shifts in global markets, supply or demand changes, as well as adverse weather conditions, such as inadequate or excessive amounts of rain during the growing season, overly wet conditions, hail, derecho wind events, an early freeze or snowy weather during harvest could impact the supply of corn that is needed to produce ethanol. Corn stored in a temporary open pile may be damaged by rain or warm weather before the corn is dried, shipped or moved into a permanent storage structure.
Compliance with and changes in tax laws could adversely affect our performance.
We are subject to extensive tax liabilities imposed by multiple jurisdictions, including income taxes, indirect taxes (excise/duty, sales/use, gross receipts, and value-added taxes), payroll taxes, franchise taxes, withholding taxes, and ad valorem taxes. New tax laws and regulations and changes in existing tax laws and regulations are continuously being enacted or proposed that could result in increased expenditures for tax liabilities in the future. Many of these liabilities are subject to periodic audits by the respective taxing authority. Subsequent changes to our tax liabilities as a result of these audits may subject us to interest and penalties. Tax incentives for producing low carbon fuels may add additional complexity to our business, and our ability to qualify for them relative to other producers may put us at a competitive disadvantage.
The ability of suppliers to deliver inputs, parts, components and equipment to our facilities, and our ability to construct our facilities without disruption, could affect our business performance.
We use a wide range of materials and components in the production of our products and our transformation construction, which come from numerous suppliers. Also, key parts may be available only from a single or a limited group of suppliers, and we are subject to supply and pricing risk. Our operations and those of our suppliers are subject to disruption for a variety of reasons, including supplier plant shutdowns or slowdowns, parts availability, transportation delays, work stoppages, labor relations, governmental regulatory and enforcement actions, disputes with suppliers, distributors or transportation providers, information technology failures, and natural hazards, including due to climate change. We may be impacted by supply chain issues, due to factors largely beyond our control, which could escalate in future quarters. Any of the foregoing factors may result in higher costs, operational disruptions or construction delays, which could have an adverse impact on our business and financial statements. Such disruption has in the past and could in the future interrupt our ability to manufacture certain products. Any significant disruption could have a material adverse impact on our financial statements.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Employees and directors may surrender shares when restricted stock grants are vested to satisfy statutory minimum required payroll tax withholding obligations.
The following table lists the shares that were surrendered during the second quarter of 2023:
| Period | Total Number of Shares Withheld | Average Price Paid per Share | ||||||||||||
| April 1 - April 30 | — | $ | — | |||||||||||
| May 1 - May 31 | 7,122 | 31.83 | ||||||||||||
| June 1 - June 30 | 20,803 | 31.94 | ||||||||||||
| Total | 27,925 | $ | 31.91 | |||||||||||
Our board of directors authorized a share repurchase program of up to $200 million of our common stock. Under this program, we may repurchase shares in open market transactions, privately negotiated transactions, accelerated buyback programs, tender offers or by other means. The timing and amount of the transactions are determined by management based on its evaluation of market conditions, share price, legal requirements and other factors. The program may be suspended, modified or discontinued at any time, without prior notice. We did not repurchase any shares during the second quarter of 2023. Since inception of the repurchase program, the company has repurchased 7.4 million shares of common stock for approximately $92.8 million under the program.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
During the three months ended June 30, 2023, no director or officer of the company adopted, modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
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Item 6. Exhibits.
Exhibit Index
| Exhibit No. | Description of Exhibit | ||||
| 10.1 | |||||
| *10.2 | |||||
| *10.3 | |||||
| *10.4 | |||||
| *10.5 | |||||
| *10.6 | |||||
| *10.7 | |||||
| *10.8 | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 32.2 | |||||
| 101 | The following information from Green Plains Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Financial Statements | ||||
| 104 | The cover page from Green Plains Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, formatted in iXBRL. | ||||
| *Represents management compensatory contract | |||||
58
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GREEN PLAINS INC. | |||||||||||
| (Registrant) | |||||||||||
Date: August 4, 2023 | By: | /s/ Todd A. Becker | |||||||||
| Todd A. Becker | |||||||||||
| President and Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
Date: August 4, 2023 | By: | /s/ James E. Stark | |||||||||
| James E. Stark | |||||||||||
| Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
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Exhibit 10.2
GREEN PLAINS INC.
EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN
1. Purpose and Effective Date. Green Plains Inc., an Iowa corporation, (the “Company”) has adopted this Green Plains Inc. Executive Change in Control Severance Plan (this “Plan”) to provide for the payment of severance or Change in Control benefits to Eligible Individuals. This Plan was approved by the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) to be effective as of August 2, 2023 (the “Effective Date”).
2. Definitions. For purposes of this Plan, the terms listed below will have the meanings specified herein:
(a) “Accrued Obligations” means, with respect to an Eligible Individual, (i) any accrued but unpaid Base Salary, which shall be paid, unless otherwise required by law, on the pay date immediately following the applicable Date of Termination in accordance with the Company’s or its Affiliate’s, as applicable, customary payroll procedures; (ii) reimbursement for unreimbursed business expenses properly incurred, which shall be subject to and paid in accordance with the Company’s or its Affiliate’s, as applicable, expense reimbursement policy in effect from time to time; and (iii) such employee benefits, if any, as to which such Eligible Individual may be entitled under the Company’s or its Affiliate’s, as applicable, employee benefit plans as of the Date of Termination.
(b) “Administrator” means the person(s) or entity designated by the Committee to administer this Plan. For the avoidance of doubt, the Committee may designate itself as the Administrator and shall be the Administrator in the absence of a designation otherwise.
(c) “Affiliate” means (i) with respect to the Company, any person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Company and any predecessor to any such entity; provided¸ however, that a natural person shall not be considered an Affiliate; and (ii) with respect to an Eligible Individual, any person that directly, or through one or more intermediaries, is controlled by such Eligible Individual or members of such Eligible Individual’s immediate family.
(d) “Base Salary” means an Eligible Individual’s annualized base salary as in effect on the Date of Termination (without regard to any reduction in such Base Salary which constitutes Good Reason).
(e) “Cause” means the definition of “Cause” (or term of similar import) used in the applicable Eligible Individual’s Employment Agreement, or, if such Eligible Individual does not have an Employment Agreement that defines “Cause” (or a similar term), then Cause means one or more of the following events: (i) an Eligible Individual’s material breach of the terms of the Eligible Individual’s Employment Agreement, not cured within thirty (30) days from receipt of notice from the Board or the officer of the Company to which the Eligible Individual directly reports of such breach; (ii) conviction of or plea of guilty or no contest to, a felony; (iii) willful misconduct or gross negligence in connection with the performance of the Eligible Individual’s duties; (iv) willfully conduct by an Eligible Individual that constitutes fraud, gross negligence or gross misconduct that results in material harm to the Company; or (v) willful disobedience by an Eligible Individual of lawful orders, policies, regulations, or directives issued to such Eligible Individual by any member of the Company Group, including policies related to sexual harassment, discrimination or the like.
(f) “Change in Control” shall be deemed to have occurred if, in a single transaction or series of related transactions:
(i) any person (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), or persons acting as a group, other than a trustee or fiduciary holding securities under an employment benefit program, is or becomes a “beneficial owner” (as defined in Rule 13-3 under the 1934 Act), directly or indirectly of securities of the Company representing more than 50% of the combined voting power of the Company;
(ii) there is a merger, consolidation, or other business combination transaction of the Company with or into another corporation, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or surviving entity) outstanding immediately after such transaction;
(iii) during any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with Company to effect a transaction described in (a) or (b) above) whose election by the Board or nomination for election by Company’s stockholders was approved by a vote of at least two thirds of the directors then still in office who either were directors at the beginning of the two year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or
(iv) all or substantially all of the Company’s assets are sold.
Provided however, that, to the extent necessary to comply with Section 409A with respect to any payments or benefits provided hereunder, no transaction or event shall constitute a “Change in Control” for purposes of this Plan unless such transaction or event also constitutes a “change in control event,” as defined in Treas. Reg. Section 1.409A-3(i)(5), and, with respect to an Eligible Individual, to the extent required to comply with Section 409A.
(g) “CIC Effective Date” means the date upon which a Change in Control occurs.
(h) “CIC Period” means the 24-month period immediately following the CIC Effective Date.
(i) “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985.
(j) “Code” means the Internal Revenue Code of 1986.
(k) “Company Group” means all and any of the Company and its subsidiaries.
(l) “Date of Termination” means (i) if the Eligible Individual’s employment with the Company and its Affiliates is terminated by death, the date of such Eligible Individual’s death; (ii) if the Eligible Individual’s employment is terminated because of the Eligible Individual becoming Disabled, then 30 days after the Notice of Termination is given; or (iii) if (A) the Eligible Individual’s employment is terminated by the Company or any of its Affiliates with or without Cause or (B) the Eligible Individual’s employment by the Eligible Individual with or without Good Reason, then, in each case, the date specified in the Notice of Termination, which shall comply with the applicable notice requirements set forth herein. Transfer of employment between and among the Company and its Affiliates, by itself, shall not constitute a termination of employment for purposes of this Plan.
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(m) “Disability” or “Disabled” means the definition of “Disability” or “Disabled” (or term of similar import) used in the applicable Eligible Individual’s Employment Agreement, or, if such Eligible Individual does not have an Employment Agreement that defines “Disability” or “Disabled” (or a similar term), then Disability or Disabled, as it relates to an Eligible Individual, means such Eligible Individual’s Separation from Service due to the Eligible Individual’s “disability” (or similar term) as defined in the Company’s long term disability plan in effect at the time of such Eligible Individual’s Separation from Service.
(n) “Employment Agreement” means, with respect to any Eligible Individual, at the time of determination, the then-effective employment agreement, if any, entered into between the Company or one of its Affiliates and such Eligible Individual.
(o) “Good Reason” means the definition of “Good Reason” (or term of similar import) used in the applicable Eligible Individual’s Employment Agreement, or, if such Eligible Individual does not have an Employment Agreement that defines “Good Reason” (or a similar term), then Good Reason means any of the following if the same occurs without the Eligible Individual’s express written consent: (i) a material diminution in the Eligible Individual’s base salary, which for such purposes shall be deemed to exist with a reduction of greater than fifteen percent (15%); (ii) a material diminution in the Eligible Individual’s authority, duties, or responsibilities; (iii) a material diminution in the authority, duties, or responsibilities of the person (or entity) to whom the Eligible Individual is required to report; (iv) a material change in the geographic location (defined as greater than fifty (50) miles from Omaha, NE) at which the Eligible Individual’s must perform his or her services to the Company; (v) any material reduction or other adverse change in Eligible Individual’s benefits under any applicable and properly approved compensation plan or arrangement without the substitution of comparable benefits; or (vi) any other action or inaction that constitutes a material breach by the Company under this Agreement. To terminate for Good Reason, an Eligible Individual must incur a Separation from Service on or before the second (2nd) anniversary of the initial existence of the condition. Executive shall be required to provide notice to the Company of the existence of any of the foregoing conditions within 60 days of the initial existence of the condition, upon the notice of which the Company shall have a period of 30 days during which it may remedy the condition.
(p) “Notice of Termination” means a notice that indicates the specific termination provision in this Plan relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated; provided, however, that any failure to provide such detail shall not delay the effectiveness of the termination.
(q) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
(r) “Participation Letter” means a written or electronic agreement or other instrument or document delivered to an Eligible Individual evidencing the Eligible Individual’s eligibility and agreement to participate in this Plan and specifying the terms and conditions with respect thereto, which agreement, instrument or document may, but need not be unless otherwise determined by the Administrator, executed or acknowledged by the Eligible Individual.
(s) “Post-Termination Restricted Period” means, with respect to an Eligible Individual, the period of time that any Post-Termination Obligations applicable to such Eligible Individual apply following such Eligible Individual’s Date of Termination as set forth in such Eligible Individual’s Employment Agreement, Participation Letter, or any other agreement or arrangement relating to Post-Termination Obligations, or, if such Eligible Individual does not have an agreement or arrangement that sets forth such a period, then Post-Termination Restricted Period means the one-year period commencing on the date such Eligible Individual’s Date of Termination (regardless of the reason
3
for such termination) and ending on the first anniversary thereof; provided, however, that if such Eligible Individual’s employment is terminated by such Eligible Individual for Good Reason or by the Company or its Affiliate other than for Cause, then the Post-Termination Restricted Period shall end six months after such Eligible Individual’s Date of Termination.
(t) “Post-Termination Obligations” means any obligations owed by an Eligible Individual to the Company or any of its Affiliates which survive such Eligible Individual’s employment with the Company or its Affiliates, including, without limitation, those obligations and restrictive covenants (including confidentiality, intellectual property, non-disparagement, non-competition or non-solicitation covenants) set forth in such Eligible Individual’s Employment Agreement, Participation Letter, or any other agreement or arrangement relating to such obligations or covenants by and between such Eligible Individual and any member of the Company Group.
(u) “Section 409A” means Section 409A of the Code and the regulations and administrative guidance issued thereunder.
(v) “Separation from Service” shall mean a “separation from service” as such term is defined for purposes of Section 409A.
(w) “Severance Multiple” has the meaning set forth in an Eligible Individual’s Participation Letter.
(x) “Severance Obligations” means the payments and benefits identified in Section 5(b).
(y) “STIP” means the Company’s short-term cash incentive program or other annual cash incentive program or plan.
3. Administration of this Plan.
(a) Authority of the Administrator. Except as otherwise provided herein, the Administrator shall administer this Plan except to the extent the Board elects to administer this Plan, in which case, references herein to the “Administrator” shall be deemed to include references to the “Board.” The Administrator shall administer this Plan according to the terms and provisions hereof and shall have full discretionary authority and all of the powers necessary to accomplish such administration, and the Administrator will be the sole and final judge of that necessity or desirability. Without limiting the generality of the foregoing, the Administrator shall have all of the powers and duties allocated to it under this Plan, including the power, right, and authority to: (i) select the Eligible Individuals under this Plan; (ii) delegate its duties under this Plan to such agents as it may appoint from time to time; (iii) from time to time, establish, adopt, amend, and rescind rules and procedures for the administration of this Plan that are not inconsistent with the provisions of this Plan; (iv) construe in its sole discretion all terms, provisions, conditions, and limitations of this Plan and any Participation Letter or Notice of Termination; (v) correct any defect or to supply any omission or to reconcile any inconsistency that may appear in this Plan, a Participation Letter, a Notice of Termination or any other instrument or agreement relating to this Plan in such manner and to such extent as the Administrator shall deem appropriate; and (vi) make all other determinations, perform all other acts and exercise all other powers and authority necessary or advisable for administering this Plan, including the delegation of those ministerial acts and responsibilities as the Administrator deems appropriate. All decisions, determinations and actions to be made or taken with respect to an Eligible Individual’s employment or other service relationship with the Company or any of its Affiliates or a termination of such employment or other service for purposes of this Plan shall be made by the Administrator. For the avoidance of doubt, the Board shall have full power, right and authority to administer or enforce this Plan, including the powers and authority set forth in this
4
Section 3(a). None of the Administrator, the Board, nor any members of the foregoing bodies shall be liable for any decision, determination or action taken or omitted to be taken in connection with the administration of this Plan.
(b) Manner of Exercise of Authority. Any action of, or decision or determination by, the Administrator will be final, conclusive and binding on all persons, including the Company, the Company’s Affiliates, the Board, the stockholders of the Company, each Eligible Individual and any other persons claiming rights from or through an Eligible Individual. The express grant of any specific power to the Administrator, and the taking of any action by the Administrator, will not be construed as limiting any power or authority of the Administrator. The Administrator may delegate to officers of the Company, or committees thereof, the authority, subject to such terms as the Administrator will determine, to perform such functions, including administrative functions, as the Administrator may determine. The Administrator may appoint agents to assist it in administering this Plan.
(c) Limitation of Liability. The Administrator will be entitled to, in good faith, rely or act upon any report or other information furnished to the Administrator by any officer or employee of the Company or any of its Affiliates, the Company’s legal counsel, independent auditors, consultants or any other agents assisting in the administration of this Plan. The Administrator and any officer or employee of the Company or any of its Affiliates acting at the direction or on behalf of the Administrator will not be personally liable for any action or determination taken or made in good faith with respect to this Plan and will, to the fullest extent permitted by law, be indemnified and held harmless by the Company with respect to any such action or determination.
4. Eligibility.
(a) General Eligibility. Only employees of the Company or any of its Affiliates that are designated by the Administrator as eligible to participate in this Plan shall be eligible to receive the benefits described in this Plan (collectively the “Eligible Individuals” and each an “Eligible Individual”). The Administrator shall have the authority to determine which employees of the Company or its Affiliates are Eligible Individuals under this Plan. Once an individual becomes or is designated as an Eligible Individual, he or she shall automatically continue to be an Eligible Individual until (i) he or she ceases to be an employee of the Company or any its Affiliates; (ii) is removed as an Eligible Individual by the Administrator; or (iii) until the termination of this Plan pursuant to Section 9(c); provided, however, that if an individual is an Eligible Individual as of the date of the CIC Effective Date, then he or she may not be removed as an Eligible Individual by the Administrator or any other person during the CIC Period. Notwithstanding anything in this Plan to the contrary, an Eligible Individual’s right to participate in this Plan shall be limited as provided in his or her Participation Letter, which shall control in the event of any conflict between the provisions of this Plan and the terms of the Participation Letter as applied to such Eligible Individual. Eligible Individuals shall be limited to a select group of management or highly compensated employees within the meaning of Sections 201, 301, and 404 of ERISA.
(b) Other Arrangements; No Duplication. Notwithstanding anything to the contrary herein, if any Eligible Individual is entitled to any Severance Obligations pursuant to a separate written agreement between any member of the Company Group and such Eligible Individual (including, for the avoidance of doubt, any Employment Agreement), then payments and benefits provided under Section 5(b) of this Plan shall not result in any duplication of benefits but shall be reduced by the payments or benefits provided under such separate written agreement; provided, however, that no such offset may be made with respect to amounts payable that are subject to the requirements of Section 409A unless the offset would not result in a violation of the requirements of Section 409A.
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5. Plan Benefits.
(a) Payment of Accrued Obligations. In the event an Eligible Individual’s Date of Termination occurs for any reason, such Eligible Individual shall be entitled to receive the Accrued Obligations. Participation in all benefit plans of the Company and its Affiliates will terminate upon an Eligible Individual’s Date of Termination except as otherwise specifically provided in the applicable plan.
(b) Severance Obligations. In the event an Eligible Individual’s employment with the Company and its Affiliates is terminated by the Company or one of its Affiliates without Cause (including a termination of the Eligible Individual due to death or Disability) or by such Eligible Individual resigning such Eligible Individual’s employment for Good Reason, in each case, such that a Separation from Service with respect to such Eligible Individual occurs during the CIC Period, the Company or its Affiliate, as applicable, shall provide the Severance Obligations set forth below, provided that the conditions of Sections 5(c) and 7 of this Plan have been fulfilled:
(i) a cash payment equal to the product of (A) the Eligible Individual’s Severance Multiple multiplied by (B) the sum of (i) such Eligible Individual’s Base Salary and (ii) such Eligible Individual’s target bonus in effect under the STIP on the Date of Termination. Such severance payment shall be payable in a lump sum following the date that the Release is returned to the Company and becomes irrevocable but in no event later than 65 days following such Eligible Individual’s Date of Termination;
(ii) during the portion, if any, of the 18-month period commencing on the Date of Termination that such Eligible Individual is eligible to elect and elects to continue coverage for such Eligible Individual and such Eligible Individual’s eligible dependents under the Company Group’s group health plan under COBRA, the Company or one of its Affiliates shall promptly reimburse such Eligible Individual on a monthly basis for the difference between the amount such Eligible Individual pays to effect and continue such coverage and the employee contribution amount that similarly situated employees of the Company Group pay for the same or similar coverage under such group health plan at that time; provided, however, that such reimbursement shall not be paid if it would subject any member of the Company Group to sanctions imposed pursuant to Section 2716 of the Public Health Service Act;
(iii) all restricted stock awards, performance share awards and other equity awards, shall become immediately fully vested and nonforfeitable and (as applicable) settled within 10 days following the Eligible Individual’s Separation from Service; provided, however, any performance share awards will become vested at settled at the greater of (A) target performance under each performance share award or (B) actual performance under each performance share award as of the date of such Eligible Individual’s Date of Termination.
(c) Conditions to Severance Obligations. Notwithstanding Section 5(b) of this Plan, in no event shall an Eligible Individual be entitled to the Severance Obligations unless such Eligible Individual (or, if applicable, his or her estate) executes a release agreement in a form and substance approved by the Administrator (the “Release”) in the time provided to do so and such Release is not revoked in any time provided to do so. The Eligible Individual (or, if applicable, his or her estate) shall be eligible for the Severance Obligations only if the executed Release is returned to the Company and becomes irrevocable within 60 days after the Separation from Service or the CIC Effective Date, as applicable. Until the Release has become irrevocable, any such Severance Obligations shall not be provided by the Company or any of its Affiliates. If applicable, as a condition to the receipt of the Severance Obligations, the Administrator may also require that an Eligible Individual tender his or her resignation as a member of the Board and of the board of directors of any member of the Company Group (in each case, to the extent applicable) effective as of the Date of Termination (the “Resignation”). If an Eligible Individual fails to return the Resignation so that it would, if accepted, be effective upon the Date
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of Termination, or fails to return the Release to the Company in sufficient time so that the Release becomes irrevocable within 60 days after the Separation from Service or the CIC Effective Date, as applicable, such Eligible Individual’s rights to Severance Obligations, as applicable, shall be forfeited.
6. Parachute Payment Limitations. Notwithstanding any contrary provision in this Plan, if an Eligible Individual is a “disqualified individual” (as defined in Section 280G of the Code), and the Severance Obligations that would otherwise be paid to such Eligible Individual under this Plan together with any other payments or benefits that such Eligible Individual has a right to receive from the Company (and affiliated entities required to be aggregated in accordance with Q/A-10 and Q/A-46 of Treas. Reg. § 1.280G-1) (collectively, the “Payments”) would constitute a “parachute payment” (as defined in Section 280G of the Code), the Payments shall be either (a) reduced (but not below zero) so that the aggregate present value of such Payments and benefits received by the Eligible Individual from the Company and its Affiliates shall be $1.00 less than three times such Eligible Individual’s “base amount” (as defined in Section 280G of the Code) (the “Safe Harbor Amount”) and so that no portion of such Payments received by such Eligible Individual shall be subject to the excise tax imposed by Section 4999 of the Code; or (b) paid in full, whichever produces the better net after-tax result for such Eligible Individual (taking into account any applicable excise tax under Section 4999 of the Code and any applicable federal, state and local income and employment taxes). The determination as to whether any such reduction in the amount of the Payments is necessary shall be made by the Company in good faith and such determination shall be conclusive and binding on such Eligible Individual. If reduced Payments are made to the Eligible Individual pursuant to this Section 7 and through error or otherwise those Payments exceed the Safe Harbor Amount, the Eligible Individual shall immediately repay such excess to the Company or its applicable Affiliate upon notification that an overpayment has been made.
The reduction of Payments, if applicable, shall be made by reducing, first, Severance Obligations to be paid in cash hereunder in the order in which such payments would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and second, by reducing any other cash payments that would be payable to the Eligible Individual outside of this Plan which are valued in full for purposes of Section 280G of the Code in a similar order (last to first), any third, by reducing any equity acceleration hereunder of awards which are valued in full for purposes of Section 280G of the Code in a similar order (last to first), and finally, by reducing any other payments or benefit provided hereunder in a similar order (last to first).
7. Conditions to Receipt of Severance Obligations.
(a) Compliance with Post-Termination Obligations. Notwithstanding anything contained in this Plan to the contrary, the Company and its Affiliates shall have the right to cease providing any part of the Severance Obligations, and the Eligible Individual shall be required to immediately repay the Company and its Affiliates for any Severance Obligations already provided, but all other provisions of this Plan shall remain in full force and effect, if such Eligible Individual has been determined, pursuant to the dispute resolution provisions hereof, not to have fully complied with such Eligible Individual’s Post-Termination Obligations during the applicable Post-Termination Restricted Period.
(b) Separation from Service Required. Notwithstanding anything contained in this Plan to the contrary, the Eligible Individual shall be entitled to Severance Obligations only if such Eligible Individual’s termination of employment constitutes a Separation from Service.
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8. Termination.
(a) Notice of Termination. Any termination of an Eligible Individual’s employment with the Company and its Affiliates (other than termination as a result of death) shall be communicated by written Notice of Termination to, (i) in the case of termination by an Eligible Individual, the Company or one of its Affiliates and (ii) in the case of termination by the Company and its Affiliates, the Eligible Individual.
(b) Death. An Eligible Individual’s employment with the Company and its Affiliates shall terminate immediately upon such Eligible Individual’s death.
(c) Disability. An Eligible Individual’s employment with the Company and its Affiliates shall terminate on the date specified in the Notice of Termination is given by the Company or its Affiliates.
(d) For Cause. The Company and its Affiliates shall be entitled to terminate an Eligible Individual’s employment with the Company and its Affiliates immediately for Cause, provided that any applicable notice, cure and/or other conditions are satisfied in accordance with the applicable definition of Cause.
(e) Without Cause. The Company and its Affiliates shall be entitled to terminate an Eligible Individual’s employment with the Company for any reason other than death, Disability or Cause, at any time by providing written notice to such Eligible Individual that the Company and its Affiliates is terminating such Eligible Individual’s employment with the Company and its Affiliates without Cause.
(f) With Good Reason. An Eligible Individual shall be permitted to terminate such Eligible Individual’s employment with the Company and its Affiliates for Good Reason, provided that any applicable notice, cure and/or other conditions are satisfied in accordance with the applicable definition of Good Reason.
(g) Without Good Reason. An Eligible Individual shall be entitled to terminate such Eligible Individual’s employment with the Company and its Affiliates at any time by providing 30 days written Notice of Termination to the Company or one of its Affiliates and stating that such termination is without Good Reason, provided, however, that notwithstanding anything to the contrary contained herein, the Company and its Affiliates shall be under no obligation to continue to employ such Eligible Individual for such 30-day period.
(h) Suspension of Duties. Notwithstanding the foregoing provisions of this Section 9, the Company and its Affiliates may, to the extent doing so would not result in the Eligible Individual’s Separation from Service, suspend an Eligible Individual from performing such Eligible Individual’s duties, responsibilities, and authorities (including, without limitation, such Eligible Individual’s duties, responsibilities and authorities as a member of the Board or the board of directors of any Affiliate) following the delivery by such Eligible Individual of a Notice of Termination providing for such Eligible Individual’s resignation, or following delivery by the Company or one of its Affiliates of a Notice of Termination providing for the termination of such Eligible Individual’s employment for any reason; provided, however, that during the period of suspension (which shall end on or before the Date of Termination), and subject to the legal rules applicable to any Company benefit plans under Section 401(a) of the Code and the rules applicable to nonqualified deferred compensation plans under Section 409A, such Eligible Individual shall continue to be treated as employed by the Company and its Affiliates for other purposes, and such Eligible Individual’s rights to compensation or benefits shall not be reduced by reason of the suspension; provided, further, however, that any such suspension shall not affect the determination of whether the resignation was for Good Reason or without Good Reason or whether the
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termination was for Cause or without Cause. The Company and its Affiliates may suspend an Eligible Individual with pay pending an investigation authorized by the Company or any of its Affiliates or a governmental authority in order to determine whether such Eligible Individual has engaged in acts or omissions constituting Cause, and in such case the paid suspension shall not constitute a termination of such Eligible Individual’s employment with the Company and its Affiliates; provided, however, that such suspension shall not continue past the time that the Eligible Individual would incur a Separation from Service (at such point, the Company shall either terminate the Eligible Individual in accordance with this Plan or have the Eligible Individual return to active employment).
9. General Provisions.
(a) Taxes; Withholdings. The Company and its Affiliates are authorized to withhold from any benefits and payments made or to be made hereunder amounts of withholding and other taxes due or potentially payable in connection therewith, and to take such other action as the Company and its Affiliates may deem advisable to enable the Company, its Affiliates and Eligible Individuals to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any payments made under this Plan.
(b) Offsets and Substitutions. Pursuant to Treas. Reg. § 1.409A-3(j)(4)(xiii), the Company and its Affiliates may set off against, and each Eligible Individual authorizes the Company and its Affiliates to deduct from, any payments due to such Eligible Individual, or to such Eligible Individual’s estate, heirs, legal representatives or successors, any amounts which may be due and owing to the Company or an Affiliate by such Eligible Individual, arising in the ordinary course of business whether under this Plan or otherwise; provided, however, that no such deduction may exceed $5,000 and the deduction is made at the same time and in the same amount as the amount otherwise would have been due and collected from such Eligible Individual. Such Eligible Individual shall pay to the Company and its Affiliates all other obligations to the Company and its Affiliates. To the extent that any amounts would otherwise be payable (or benefits would otherwise be provided) to an Eligible Individual under another plan of the Company or its Affiliates or an agreement with the Eligible Individual and the Company or its Affiliates, including any Employment Agreement, change in control plan or agreement, an offer letter or letter agreement and to the extent that such other payments or benefits or the Severance Obligations provided under this Plan are subject to Section 409A, this Plan shall be administered to ensure that no payment or benefit under this Plan will be (i) accelerated in violation of Section 409A or (ii) further deferred in violation of Section 409A.
(c) Term of this Plan; Amendment and Termination.
(i) Prior to a Change in Control, this Plan may be amended or modified in any respect, and may be terminated, in any such case, by resolution adopted by the Board or the Compensation Committee of the Board; provided, however, that no such amendment, modification or termination that is adopted within six months prior to a Change in Control that would adversely affect the benefits or protections hereunder of any Eligible Individual as of the date such amendment, modification or termination is adopted shall be effective as it relates to such Eligible Individual; provided, further, however, that this Plan may not be amended, modified or terminated, (A) at the request of a third party who has indicated an intention or taken steps to effect a Change in Control and who effectuates a Change in Control, or (B) otherwise in connection with, or in anticipation of, a Change in Control that actually occurs; any such attempted amendment, modification or termination being null and void ab initio. Any action taken to amend, modify or terminate this Plan which is taken subsequent to the execution of an agreement providing for a transaction or transactions which, if consummated, would constitute a Change in Control shall conclusively be presumed to have been taken in connection with a Change in Control. For a period of two years following the occurrence of a Change in Control, this Plan may not be amended or
9
modified in any manner that would in any way adversely affect the benefits or protections provided hereunder to any Eligible Individual under this Plan on the date the Change in Control occurs.
(ii) Notwithstanding the foregoing, no amendment, modification or termination of this Plan shall adversely affect any Eligible Individual’s entitlement to payments under this Plan prior to such amendment, modification or termination (other than as required to permit termination of this Plan in accordance with Section 409A), nor shall such amendment, modification or termination relieve the Company of its obligation to pay benefits to Eligible Individuals as otherwise set forth herein, except as otherwise consented to by such Eligible Individual.
(d) Successors. This Plan shall bind and inure to the benefit of and be enforceable by any Eligible Individual and the Company and their respective successors, permitted assigns, heirs and personal representatives and estates, as the case may be. Neither this Plan nor any right or obligation hereunder of the Company, any of its Affiliates or any Eligible Individual may be assigned or delegated without the prior written consent of the other party; provided, however, that the Company may assign this Plan to any of its Affiliates and an Eligible Individual may direct payment of any benefits that will accrue upon death. An Eligible Individual shall not have any right to pledge, hypothecate, anticipate or in any way create a lien upon any payments or other benefits provided under this Plan; and no benefits payable under this Plan shall be assignable in anticipation of payment either by voluntary or involuntary acts, or by operation of law, except by will or pursuant to the laws of descent and distribution. This Plan shall not confer any rights or remedies upon any person or legal entity other than the Company, its Affiliates and Eligible Individuals and their respective successors and permitted assigns.
(e) Unfunded Obligation. All benefits due to an Eligible Individual under this Plan are unfunded and unsecured and are payable out of the general funds of the Company and its Affiliates.
(f) Directed Payments. If any Eligible Individual is determined by the Administrator to be Disabled, the Administrator may cause the payment or payments becoming due to such Eligible Individual to be made to another person for such person’s benefit without responsibility on the part of the Administrator or the Company and its Affiliates to follow the application of such funds.
(g) Limitation on Rights Conferred Under Plan. Neither this Plan nor any action taken hereunder will be construed as (i) giving an Eligible Individual the right to continue in the employ or service of the Company or any Affiliate; (ii) interfering in any way with the right of the Company or any Affiliate to terminate an Eligible Individual’s employment or service at any time; or (iii) giving an Eligible Individual any claim to be treated uniformly with other employees of the Company or any of its Affiliates. The provisions of this document supersede any oral statements made by any employee, officer, or Board member of the Company or any of its Affiliates regarding eligibility, severance payments and benefits.
(h) Governing Law. All questions arising with respect to the provisions of this Plan and payments due hereunder will be determined by application of the laws of the State of Nebraska, without giving effect to any conflict of law provisions thereof, except to the extent Nebraska law is preempted by federal law.
(i) Severability. The invalidity or unenforceability of any provision of this Plan will not affect the validity or enforceability of any other provision of this Plan, which will remain in full force and effect, and any prohibition or unenforceability in any jurisdiction will not invalidate that provision, or render it unenforceable, in any other jurisdiction.
(j) Section 409A.
10
(i) This Plan is intended to comply with Section 409A and shall be construed and operated accordingly. The Company may amend this Plan at any time to the extent necessary to comply with Section 409A. Any Eligible Individual shall perform any act, or refrain from performing any act, as reasonably requested by the Company to comply with any correction procedure promulgated pursuant to Section 409A.
(ii) To the extent required to avoid the imposition of penalties or interest under Section 409A, any payment or benefit to be paid or provided on account of an Eligible Individual’s Separation from Service to an Eligible Individual who is a specified employee (within the meaning of Section 409A(a)(2)(B) of the Code) that would be paid or provided prior to the first day of the seventh month following the Eligible Individual’s Separation from Service shall be paid or provided on the first day of the seventh month following the Eligible Individual’s Separation from Service or, if earlier, the date of the Eligible Individual’s death.
(iii) Each payment to be made under this Plan is a separately identifiable or designated amount for purposes of Section 409A.
(k) PHSA § 2716. Notwithstanding anything to the contrary in this Plan, in the event that the Company or any of its Affiliates is subject to the sanctions imposed pursuant to § 2716 of the Public Health Service Act by reason of this Plan, the Company may amend this Plan at any time with the goal of giving the Eligible Individual the economic benefits described herein in a manner that does not result in such sanctions being imposed.
(l) Headings; Construction. The headings of Articles and Sections in this Plan are included solely for convenience, and shall in no way limit, define or otherwise affect the provisions hereof. If there is any conflict between such headings and the text of this Plan, the text shall control. All references to Articles and Sections are to Articles and Sections of this Plan unless otherwise indicated. All references to “including” shall be construed as meaning “including without limitation.” Wherever appropriate in this Plan, words used in the singular shall be considered to include the plural, and words used in the plural shall be considered to include the singular. The masculine gender, where appearing in this Plan, shall be deemed to include all genders. The words “herein”, “hereof”, “hereunder” and other compounds of the word “here” shall refer to the entire Plan, including all exhibits, annexes, appendices, addendums or other attachments, and not to any particular provision of this Plan. The word “or” is not exclusive. Unless the context requires otherwise, all references herein to a law, regulation or rule or an agreement, instrument or other document shall be deemed to refer to such law, regulation, rule, agreement, instrument or other document as amended, supplemented, modified and restated from time to time to the extent permitted by the provisions thereof. All references in this Plan to “dollars” or “$” refer to United States dollars. Except as expressly set forth herein, when any provision of this Agreement authorizes a person to make a determination (or to use its discretion), except as expressly set forth herein such authorization includes the authority of such person to make such determination (or exercise such discretion) in its respective sole and absolute judgment.
[Signature Page Follows]
11
EXECUTED this 2nd day of August, 2023.
| GREEN PLAINS, INC. | |||||||||||
| /s/ Brian Peterson | |||||||||||
| Name: Brian Peterson | |||||||||||
| Title: Compensation Committee Chair | |||||||||||
SIGNATURE PAGE TO
GREEN PLAINS, INC.
EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN
Exhibit 10.3
GREEN PLAINS, INC.
EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN PARTICIPATION LETTER
August 2, 2023
Executive: Todd Becker (“Executive”) (via email)
Re: Participation Letter – Green Plains, Inc. Executive Change in Control Severance Plan
Dear Executive:
We are pleased to inform you that you have been designated as eligible to participate in the Green Plains, Inc. Executive Change in Control Severance Plan (as it may be amended from time to time, the “Plan”). Your “Severance Multiple” for purposes of the Plan is 3 times.
Your participation in the Plan is subject to the terms and conditions of the Plan and your execution and delivery of this agreement, which constitutes a Participation Letter. A copy of the Plan is attached hereto as Annex A and is incorporated herein and deemed to be part of this Participation Letter for all purposes. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.
In signing below, you expressly agree to be bound by, and promise to abide by, the terms of the Plan. You agree that the terms of the Plan are reasonable in all respects. You further acknowledge that receipt of severance benefits pursuant to the Plan is contingent upon your execution of a general release of claims at the time of your Separation from Service and continued compliance with your Post-Termination Obligations.
You further acknowledge and agree that (i) you have fully read, understand and voluntarily enter into this Participation Letter and (ii) you have had a sufficient opportunity to consult with your personal tax, financial planning advisor and attorney about the tax, financial and legal consequences of your participation in the Plan before signing this Participation Letter. Unless otherwise defined herein, capitalized terms used in this Participation Letter shall have the meanings set forth in the Plan. This Participation Letter may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
Please execute this Participation Letter in the space provided below and send a fully executed copy to Jamie Herbert no later than August 7, 2023.
[Signature Page Follows]
IN WITNESS WHEREOF, Executive and the Company have executed this agreement effective as of the date set forth below.
| GREEN PLAINS, INC. | ||||||||||||||
| By: | /s/ Brian Peterson | |||||||||||||
| Name: | Brian Peterson | |||||||||||||
| Title | Chair, Compensation Committee | |||||||||||||
| AGREED AND ACCEPTED | ||||||||||||||
This 3rd day of August, 2023 by: | ||||||||||||||
| /s/ Todd Becker | ||||||||||||||
| Todd Becker | ||||||||||||||
SIGNATURE PAGE TO
PARTICIPATION LETTER
Exhibit 10.4
GREEN PLAINS, INC.
EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN PARTICIPATION LETTER
August 2, 2023
Executive: Jim Stark (“Executive”) (via email)
Re: Participation Letter – Green Plains, Inc. Executive Change in Control Severance Plan
Dear Executive:
We are pleased to inform you that you have been designated as eligible to participate in the Green Plains, Inc. Executive Change in Control Severance Plan (as it may be amended from time to time, the “Plan”). Your “Severance Multiple” for purposes of the Plan is 2.5 times.
Your participation in the Plan is subject to the terms and conditions of the Plan and your execution and delivery of this agreement, which constitutes a Participation Letter. A copy of the Plan is attached hereto as Annex A and is incorporated herein and deemed to be part of this Participation Letter for all purposes. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.
In signing below, you expressly agree to be bound by, and promise to abide by, the terms of the Plan. You agree that the terms of the Plan are reasonable in all respects. You further acknowledge that receipt of severance benefits pursuant to the Plan is contingent upon your execution of a general release of claims at the time of your Separation from Service and continued compliance with your Post-Termination Obligations.
You further acknowledge and agree that (i) you have fully read, understand and voluntarily enter into this Participation Letter and (ii) you have had a sufficient opportunity to consult with your personal tax, financial planning advisor and attorney about the tax, financial and legal consequences of your participation in the Plan before signing this Participation Letter. Unless otherwise defined herein, capitalized terms used in this Participation Letter shall have the meanings set forth in the Plan. This Participation Letter may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
Please execute this Participation Letter in the space provided below and send a fully executed copy to Jamie Herbert no later than August 7, 2023.
[Signature Page Follows]
IN WITNESS WHEREOF, Executive and the Company have executed this agreement effective as of the date set forth below.
| GREEN PLAINS, INC. | ||||||||||||||
| By: | /s/ Todd Becker | |||||||||||||
| Name: | Todd Becker | |||||||||||||
| Title | President & CEO | |||||||||||||
| AGREED AND ACCEPTED | ||||||||||||||
This 3rd day of August, 2023 by: | ||||||||||||||
| /s/ Jim Stark | ||||||||||||||
| Jim Stark | ||||||||||||||
SIGNATURE PAGE TO
PARTICIPATION LETTER
Exhibit 10.5
GREEN PLAINS, INC.
EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN PARTICIPATION LETTER
August 2, 2023
Executive: Michelle Mapes (“Executive”) (via email)
Re: Participation Letter – Green Plains, Inc. Executive Change in Control Severance Plan
Dear Executive:
We are pleased to inform you that you have been designated as eligible to participate in the Green Plains, Inc. Executive Change in Control Severance Plan (as it may be amended from time to time, the “Plan”). Your “Severance Multiple” for purposes of the Plan is 2.5 times.
Your participation in the Plan is subject to the terms and conditions of the Plan and your execution and delivery of this agreement, which constitutes a Participation Letter. A copy of the Plan is attached hereto as Annex A and is incorporated herein and deemed to be part of this Participation Letter for all purposes. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.
In signing below, you expressly agree to be bound by, and promise to abide by, the terms of the Plan. You agree that the terms of the Plan are reasonable in all respects. You further acknowledge that receipt of severance benefits pursuant to the Plan is contingent upon your execution of a general release of claims at the time of your Separation from Service and continued compliance with your Post-Termination Obligations.
You further acknowledge and agree that (i) you have fully read, understand and voluntarily enter into this Participation Letter and (ii) you have had a sufficient opportunity to consult with your personal tax, financial planning advisor and attorney about the tax, financial and legal consequences of your participation in the Plan before signing this Participation Letter. Unless otherwise defined herein, capitalized terms used in this Participation Letter shall have the meanings set forth in the Plan. This Participation Letter may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
Please execute this Participation Letter in the space provided below and send a fully executed copy to Jamie Herbert no later than August 7, 2023.
[Signature Page Follows]
IN WITNESS WHEREOF, Executive and the Company have executed this agreement effective as of the date set forth below.
| GREEN PLAINS, INC. | ||||||||||||||
| By: | /s/ Todd Becker | |||||||||||||
| Name: | Todd Becker | |||||||||||||
| Title | President & CEO | |||||||||||||
| AGREED AND ACCEPTED | ||||||||||||||
This 3rd day of August, 2023 by: | ||||||||||||||
| /s/ Michelle Mapes | ||||||||||||||
| Michelle Mapes | ||||||||||||||
SIGNATURE PAGE TO
PARTICIPATION LETTER
Exhibit 10.6
GREEN PLAINS, INC.
EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN PARTICIPATION LETTER
August 2, 2023
Executive: Chris Osowski (“Executive”) (via email)
Re: Participation Letter – Green Plains, Inc. Executive Change in Control Severance Plan
Dear Executive:
We are pleased to inform you that you have been designated as eligible to participate in the Green Plains, Inc. Executive Change in Control Severance Plan (as it may be amended from time to time, the “Plan”). Your “Severance Multiple” for purposes of the Plan is 2.5 times.
Your participation in the Plan is subject to the terms and conditions of the Plan and your execution and delivery of this agreement, which constitutes a Participation Letter. A copy of the Plan is attached hereto as Annex A and is incorporated herein and deemed to be part of this Participation Letter for all purposes. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.
In signing below, you expressly agree to be bound by, and promise to abide by, the terms of the Plan. You agree that the terms of the Plan are reasonable in all respects. You further acknowledge that receipt of severance benefits pursuant to the Plan is contingent upon your execution of a general release of claims at the time of your Separation from Service and continued compliance with your Post-Termination Obligations.
You further acknowledge and agree that (i) you have fully read, understand and voluntarily enter into this Participation Letter and (ii) you have had a sufficient opportunity to consult with your personal tax, financial planning advisor and attorney about the tax, financial and legal consequences of your participation in the Plan before signing this Participation Letter. Unless otherwise defined herein, capitalized terms used in this Participation Letter shall have the meanings set forth in the Plan. This Participation Letter may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
Please execute this Participation Letter in the space provided below and send a fully executed copy to Jamie Herbert no later than August 7, 2023.
[Signature Page Follows]
IN WITNESS WHEREOF, Executive and the Company have executed this agreement effective as of the date set forth below.
| GREEN PLAINS, INC. | ||||||||||||||
| By: | /s/ Todd Becker | |||||||||||||
| Name: | Todd Becker | |||||||||||||
| Title | President & CEO | |||||||||||||
| AGREED AND ACCEPTED | ||||||||||||||
This 3rd day of August, 2023 by: | ||||||||||||||
| /s/ Chris Osowski | ||||||||||||||
| Chris Osowski | ||||||||||||||
SIGNATURE PAGE TO
PARTICIPATION LETTER
Exhibit 10.7
GREEN PLAINS, INC.
EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN PARTICIPATION LETTER
August 2, 2023
Executive: Patrich Simpkins (“Executive”) (via email)
Re: Participation Letter – Green Plains, Inc. Executive Change in Control Severance Plan
Dear Executive:
We are pleased to inform you that you have been designated as eligible to participate in the Green Plains, Inc. Executive Change in Control Severance Plan (as it may be amended from time to time, the “Plan”). Your “Severance Multiple” for purposes of the Plan is 2.5 times.
Your participation in the Plan is subject to the terms and conditions of the Plan and your execution and delivery of this agreement, which constitutes a Participation Letter. A copy of the Plan is attached hereto as Annex A and is incorporated herein and deemed to be part of this Participation Letter for all purposes. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.
In signing below, you expressly agree to be bound by, and promise to abide by, the terms of the Plan. You agree that the terms of the Plan are reasonable in all respects. You further acknowledge that receipt of severance benefits pursuant to the Plan is contingent upon your execution of a general release of claims at the time of your Separation from Service and continued compliance with your Post-Termination Obligations.
You further acknowledge and agree that (i) you have fully read, understand and voluntarily enter into this Participation Letter and (ii) you have had a sufficient opportunity to consult with your personal tax, financial planning advisor and attorney about the tax, financial and legal consequences of your participation in the Plan before signing this Participation Letter. Unless otherwise defined herein, capitalized terms used in this Participation Letter shall have the meanings set forth in the Plan. This Participation Letter may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
Please execute this Participation Letter in the space provided below and send a fully executed copy to Jamie Herbert no later than August 7, 2023.
[Signature Page Follows]
IN WITNESS WHEREOF, Executive and the Company have executed this agreement effective as of the date set forth below.
| GREEN PLAINS, INC. | ||||||||||||||
| By: | /s/ Todd Becker | |||||||||||||
| Name: | Todd Becker | |||||||||||||
| Title | President & CEO | |||||||||||||
| AGREED AND ACCEPTED | ||||||||||||||
This 4th day of August, 2023 by: | ||||||||||||||
| /s/ Patrich Simpkins | ||||||||||||||
| Patrich Simpkins | ||||||||||||||
SIGNATURE PAGE TO
PARTICIPATION LETTER
Exhibit 10.8
GREEN PLAINS, INC.
EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN PARTICIPATION LETTER
August 2, 2023
Executive: Leslie van der Meulen (“Executive”) (via email)
Re: Participation Letter – Green Plains, Inc. Executive Change in Control Severance Plan
Dear Executive:
We are pleased to inform you that you have been designated as eligible to participate in the Green Plains, Inc. Executive Change in Control Severance Plan (as it may be amended from time to time, the “Plan”). Your “Severance Multiple” for purposes of the Plan is 2.5 times.
Your participation in the Plan is subject to the terms and conditions of the Plan and your execution and delivery of this agreement, which constitutes a Participation Letter. A copy of the Plan is attached hereto as Annex A and is incorporated herein and deemed to be part of this Participation Letter for all purposes. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.
In signing below, you expressly agree to be bound by, and promise to abide by, the terms of the Plan. You agree that the terms of the Plan are reasonable in all respects. You further acknowledge that receipt of severance benefits pursuant to the Plan is contingent upon your execution of a general release of claims at the time of your Separation from Service and continued compliance with your Post-Termination Obligations.
You further acknowledge and agree that (i) you have fully read, understand and voluntarily enter into this Participation Letter and (ii) you have had a sufficient opportunity to consult with your personal tax, financial planning advisor and attorney about the tax, financial and legal consequences of your participation in the Plan before signing this Participation Letter. Unless otherwise defined herein, capitalized terms used in this Participation Letter shall have the meanings set forth in the Plan. This Participation Letter may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
Please execute this Participation Letter in the space provided below and send a fully executed copy to Jamie Herbert no later than August 7, 2023.
[Signature Page Follows]
IN WITNESS WHEREOF, Executive and the Company have executed this agreement effective as of the date set forth below.
| GREEN PLAINS, INC. | ||||||||||||||
| By: | /s/ Todd Becker | |||||||||||||
| Name: | Todd Becker | |||||||||||||
| Title | President & CEO | |||||||||||||
| AGREED AND ACCEPTED | ||||||||||||||
This 3rd day of August, 2023 by: | ||||||||||||||
| /s/ Leslie van der Meulen | ||||||||||||||
| Leslie van der Meulen | ||||||||||||||
SIGNATURE PAGE TO
PARTICIPATION LETTER
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) AND SECTION 302 OF THE SARBANES OXLEY ACT OF 2002
I, Todd A. Becker, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Green Plains Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 4, 2023 | /s/ Todd A. Becker | ||||
| Todd A. Becker | |||||
| President and Chief Executive Officer (Principal Executive Officer) | |||||
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) AND SECTION 302 OF THE SARBANES OXLEY ACT OF 2002
I, James E. Stark, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Green Plains Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 4, 2023 | /s/ James E. Stark | ||||
| James E. Stark | |||||
| Chief Financial Officer (Principal Financial Officer) | |||||
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES‑OXLEY ACT OF 2002
In connection with the Quarterly Report of Green Plains Inc. (the “company”) on Form 10-Q for the fiscal quarter ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Todd A. Becker, President and Chief Executive Officer of the company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1)The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company.
Date: August 4, 2023 | /s/ Todd A. Becker | ||||
| Todd A. Becker | |||||
| President and Chief Executive Officer | |||||
Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES‑OXLEY ACT OF 2002
In connection with the Quarterly Report of Green Plains Inc. (the “company”) on Form 10-Q for the fiscal quarter ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James E. Stark, Chief Financial Officer of the company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1)The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company.
Date: August 4, 2023 | /s/ James E. Stark | ||||
| James E. Stark | |||||
| Chief Financial Officer | |||||