Green Plains Inc. - Quarter Report: 2023 March (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 10-Q
(Mark One)
☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 2023
OR
☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ______ to ______
Commission File Number 001-32924
GREEN PLAINS INC.
(Exact name of registrant as specified in its charter)
| Iowa | 84-1652107 | ||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
1811 Aksarben Drive, Omaha, NE 68106 | (402) 884-8700 | ||||
| (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 | ||||||||||||
| Common Stock, par value $0.001 per share | GPRE | The Nasdaq Stock Market LLC | ||||||||||||
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.
| Large accelerated filer | ☒ | 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 59,512,800 common stock outstanding as of April 28, 2023.
TABLE OF CONTENTS
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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, 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 | ||||
CSTTM | Clean Sugar TechnologyTM | ||||
| 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 | ||||
MSCTM | 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)
| March 31, 2023 | December 31, 2022 | ||||||||||
| (unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 354,204 | $ | 444,661 | |||||||
| Restricted cash | 54,139 | 55,615 | |||||||||
Accounts receivable, net of allowances of $336 and $429, respectively | 106,546 | 108,610 | |||||||||
| Income taxes receivable | 771 | 1,286 | |||||||||
| Inventories | 279,707 | 278,950 | |||||||||
| Prepaid expenses and other | 23,052 | 19,837 | |||||||||
| Derivative financial instruments | 12,135 | 19,791 | |||||||||
| Total current assets | 830,554 | 928,750 | |||||||||
Property and equipment, net of accumulated depreciation and amortization of $652,143 and $632,298, respectively | 1,028,491 | 1,029,327 | |||||||||
| Operating lease right-of-use assets | 84,362 | 73,244 | |||||||||
| Other assets | 91,425 | 91,810 | |||||||||
| Total assets | $ | 2,034,832 | $ | 2,123,131 | |||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | 128,557 | $ | 234,301 | |||||||
| Accrued and other liabilities | 47,258 | 44,443 | |||||||||
| Derivative financial instruments | 65,149 | 47,941 | |||||||||
| Operating lease current liabilities | 23,373 | 20,721 | |||||||||
| Short-term notes payable and other borrowings | 212,670 | 137,678 | |||||||||
| Current maturities of long-term debt | 1,832 | 1,838 | |||||||||
| Total current liabilities | 478,839 | 486,922 | |||||||||
| Long-term debt | 495,114 | 495,243 | |||||||||
| Operating lease long-term liabilities | 64,406 | 55,515 | |||||||||
| Other liabilities | 23,436 | 24,385 | |||||||||
| Total liabilities | 1,061,795 | 1,062,065 | |||||||||
| Commitments and contingencies (Note 12) | |||||||||||
| Stockholders' equity | |||||||||||
Common stock, $0.001 par value; 150,000,000 shares authorized; 62,317,859 and 62,100,555 shares issued, and 59,512,800 and 59,295,496 shares outstanding, respectively | 62 | 62 | |||||||||
| Additional paid-in capital | 1,104,519 | 1,110,151 | |||||||||
| Retained deficit | (212,741) | (142,417) | |||||||||
| Accumulated other comprehensive loss | (37,678) | (26,591) | |||||||||
Treasury stock, 2,805,059 shares | (31,174) | (31,174) | |||||||||
| Total Green Plains stockholders' equity | 822,988 | 910,031 | |||||||||
| Noncontrolling interests | 150,049 | 151,035 | |||||||||
| Total stockholders' equity | 973,037 | 1,061,066 | |||||||||
| Total liabilities and stockholders' equity | $ | 2,034,832 | $ | 2,123,131 | |||||||
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 March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Revenues | $ | 832,949 | $ | 781,435 | |||||||
| Costs and expenses | |||||||||||
| Cost of goods sold (excluding depreciation and amortization expenses reflected below) | 825,005 | 772,509 | |||||||||
| Operations and maintenance expenses | 7,253 | 5,566 | |||||||||
| Selling, general and administrative expenses | 31,845 | 30,863 | |||||||||
| Depreciation and amortization expenses | 25,386 | 20,399 | |||||||||
| Total costs and expenses | 889,489 | 829,337 | |||||||||
| Operating loss | (56,540) | (47,902) | |||||||||
| Other income (expense) | |||||||||||
| Interest income | 3,165 | 71 | |||||||||
| Interest expense | (9,738) | (8,806) | |||||||||
| Other, net | 189 | 411 | |||||||||
| Total other expense | (6,384) | (8,324) | |||||||||
| Loss before income taxes and income (loss) from equity method investees | (62,924) | (56,226) | |||||||||
| Income tax benefit (expense) | (3,429) | 1,153 | |||||||||
| Income (loss) from equity method investees | 104 | (799) | |||||||||
| Net loss | (66,249) | (55,872) | |||||||||
| Net income attributable to noncontrolling interests | 4,075 | 5,602 | |||||||||
| Net loss attributable to Green Plains | $ | (70,324) | $ | (61,474) | |||||||
| Earnings per share | |||||||||||
| Net loss attributable to Green Plains - basic and diluted | $ | (1.20) | $ | (1.16) | |||||||
| Weighted average shares outstanding | |||||||||||
| Basic and diluted | 58,549 | 52,887 | |||||||||
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 March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Net loss | $ | (66,249) | $ | (55,872) | |||||||
| Other comprehensive income, net of tax | |||||||||||
Unrealized gains (losses) on derivatives arising during the period, net of tax benefit (expense) of $4,023 and ($1,921), respectively | (12,788) | 5,386 | |||||||||
Reclassification of realized losses (gains) on derivatives, net of tax expense (benefit) of ($535) and $701, respectively | 1,701 | (1,965) | |||||||||
| Total other comprehensive income (loss), net of tax | (11,087) | 3,421 | |||||||||
| Comprehensive loss | (77,336) | (52,451) | |||||||||
| Comprehensive income attributable to noncontrolling interests | 4,075 | 5,602 | |||||||||
| Comprehensive loss attributable to Green Plains | $ | (81,411) | $ | (58,053) | |||||||
See accompanying notes to the consolidated financial statements.
6
GREEN PLAINS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in thousands)
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net loss | $ | (66,249) | $ | (55,872) | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities | |||||||||||
| Depreciation and amortization | 25,386 | 20,399 | |||||||||
| Amortization of debt issuance costs and non-cash interest expense | 717 | 1,846 | |||||||||
| Deferred income tax expense (benefit) | 3,491 | (1,219) | |||||||||
| Stock-based compensation | 2,828 | 1,875 | |||||||||
| Loss (income) from equity method investees | (104) | 799 | |||||||||
| Other | 1,625 | (442) | |||||||||
| Changes in operating assets and liabilities | |||||||||||
| Accounts receivable | 2,064 | (22,783) | |||||||||
| Inventories | (757) | (46,112) | |||||||||
| Derivative financial instruments | 10,287 | (3,788) | |||||||||
| Prepaid expenses and other assets | (3,215) | (4,192) | |||||||||
| Accounts payable and accrued liabilities | (94,131) | (52,661) | |||||||||
| Current income taxes | 452 | 265 | |||||||||
| Other | 638 | (655) | |||||||||
| Net cash used in operating activities | (116,968) | (162,540) | |||||||||
| Cash flows from investing activities | |||||||||||
| Purchases of property and equipment, net | (32,591) | (61,984) | |||||||||
| Proceeds from the sale of marketable securities | — | 99,917 | |||||||||
| Investment in equity method investees, net | (2,829) | — | |||||||||
| Net cash provided by (used in) investing activities | (35,420) | 37,933 | |||||||||
| Cash flows from financing activities | |||||||||||
| Proceeds from the issuance of long-term debt | — | 45,000 | |||||||||
| Payments of principal on long-term debt | (515) | (1,177) | |||||||||
| Proceeds from short-term borrowings | 359,908 | 1,075,119 | |||||||||
| Payments on short-term borrowings | (285,231) | (939,647) | |||||||||
| Payments of dividends and distributions | (5,305) | (5,122) | |||||||||
| Payments of loan fees | — | (2,522) | |||||||||
| Payments related to tax withholdings for stock-based compensation | (8,402) | (3,738) | |||||||||
| Net cash provided by financing activities | 60,455 | 167,913 | |||||||||
| Net change in cash and cash equivalents, and restricted cash | (91,933) | 43,306 | |||||||||
| Cash and cash equivalents, and restricted cash, beginning of period | 500,276 | 560,959 | |||||||||
| Cash and cash equivalents, and restricted cash, end of period | $ | 408,343 | $ | 604,265 | |||||||
Continued on the following page
7
GREEN PLAINS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in thousands)
Continued from the previous page
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Reconciliation of total cash and cash equivalents, and restricted cash | |||||||||||
| Cash and cash equivalents | $ | 354,204 | $ | 509,195 | |||||||
| Restricted cash | 54,139 | 95,070 | |||||||||
| Total cash and cash equivalents, and restricted cash | $ | 408,343 | $ | 604,265 | |||||||
| Supplemental disclosures of cash flow | |||||||||||
| Cash refunded for income taxes, net | $ | (189) | $ | (198) | |||||||
| Cash paid for interest | $ | 10,093 | $ | 10,212 | |||||||
| Capital expenditures in accounts payable | $ | 5,481 | $ | 14,620 | |||||||
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 March 31, 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 March 31, 2023 and December 31, 2022, excluding intercompany balances, are $120.7 million and $108.7 million, respectively, and primarily consist of cash and cash equivalents, property and equipment, operating lease right-of-use assets and goodwill. The partnership’s consolidated total liabilities as of March 31, 2023 and December 31, 2022, excluding intercompany balances, are $137.2 million and $119.5 million, respectively, which primarily consist of long-term debt as discussed in Note 7 – Debt and operating lease liabilities. The liabilities recognized as a result of consolidating the partnership do not represent additional claims on the company’s general assets.
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.
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.
9
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.
Marketable Securities
Marketable securities include highly liquid, fixed maturity investments with original maturities ranging from three to twelve months and are carried at amortized cost, reflecting the ability and intent to hold the securities to maturity.
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.
A substantial portion of the partnership revenues are derived from fixed-fee commercial agreements for storage, terminal or transportation services. The partnership recognizes revenue upon transfer of control of product from its storage tanks and fuel terminals, when railcar volumetric capacity is provided, and as truck transportation services are performed. To the extent shortfalls associated with minimum volume commitments in the previous four quarters continue to exist, volumes in excess of the minimum volume commitment are applied to those shortfalls. Remaining excess volumes generating operating lease revenue are recognized as incurred.
10
Shipping and Handling Costs
The company accounts for shipping and handling activities related to contracts with customers as costs to fulfill its promise to transfer the associated products. Accordingly, the company records customer payments associated with shipping and handling costs as a component of revenue, and classifies such costs as a component of cost of goods sold.
Cost of Goods Sold
Cost of goods sold includes materials, direct labor, shipping 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.
Certain qualifying derivatives related to ethanol production and agribusiness and energy services are designated as cash flow hedges. The company evaluates the derivative instrument to ascertain its effectiveness prior to entering into cash flow hedges. Unrealized gains and losses are reflected in accumulated other comprehensive income or loss until the gain or loss from the underlying hedged transaction is realized and the physical transaction is completed. When it becomes probable a forecasted transaction will not occur, the cash flow hedge treatment is discontinued, which affects earnings. These derivative financial instruments are recognized in current assets or current liabilities at fair value.
11
At times, the company hedges its exposure to changes in inventory values and designates qualifying derivatives as fair value hedges. The carrying amount of the hedged inventory is adjusted in the current period for changes in fair value. Estimated fair values carried at market are based on exchange-quoted prices, adjusted as appropriate for regional location basis values which represent differences in local markets including transportation as well as quality or grade differences. Basis values are generally determined using inputs from broker quotations or other market transactions. However, a portion of the value may be derived using unobservable inputs. Ineffectiveness of the hedges is recognized in the current period to the extent the change in fair value of the inventory is not offset by the change in fair value of the derivative.
2. REVENUE
Revenue by Source
The following tables disaggregate revenue by major source (in thousands):
| Three Months Ended March 31, 2023 | |||||||||||||||||||||||||||||
| Ethanol Production | Agribusiness & Energy Services | Partnership | Eliminations | Total | |||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||
| Revenues from contracts with customers under ASC 606 | |||||||||||||||||||||||||||||
| Ethanol | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||
| Distillers grains | 25,010 | 52 | — | — | 25,062 | ||||||||||||||||||||||||
| Renewable corn oil | — | — | — | — | — | ||||||||||||||||||||||||
| Other | 8,467 | 8,450 | 1,119 | — | 18,036 | ||||||||||||||||||||||||
| Intersegment revenues | — | — | 1,783 | (1,783) | — | ||||||||||||||||||||||||
| Total revenues from contracts with customers | 33,477 | 8,502 | 2,902 | (1,783) | 43,098 | ||||||||||||||||||||||||
Revenues from contracts accounted for as derivatives under ASC 815 (1) | |||||||||||||||||||||||||||||
| Ethanol | 498,187 | 88,639 | — | — | 586,826 | ||||||||||||||||||||||||
| Distillers grains | 111,925 | 11,311 | — | — | 123,236 | ||||||||||||||||||||||||
| Renewable corn oil | 44,296 | 716 | — | — | 45,012 | ||||||||||||||||||||||||
| Other | 7,609 | 27,168 | — | — | 34,777 | ||||||||||||||||||||||||
| Intersegment revenues | — | 6,050 | — | (6,050) | — | ||||||||||||||||||||||||
| Total revenues from contracts accounted for as derivatives | 662,017 | 133,884 | — | (6,050) | 789,851 | ||||||||||||||||||||||||
Leasing revenues under ASC 842 (2) | — | — | 17,873 | (17,873) | — | ||||||||||||||||||||||||
| Total Revenues | $ | 695,494 | $ | 142,386 | $ | 20,775 | $ | (25,706) | $ | 832,949 | |||||||||||||||||||
12
| Three Months Ended March 31, 2022 | |||||||||||||||||||||||||||||
| Ethanol Production | Agribusiness & Energy Services | Partnership | Eliminations | Total | |||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||
| Revenues from contracts with customers under ASC 606 | |||||||||||||||||||||||||||||
| Ethanol | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||
| Distillers grains | 7,362 | — | — | — | 7,362 | ||||||||||||||||||||||||
| Renewable corn oil | — | — | — | — | — | ||||||||||||||||||||||||
| Other | 13,361 | 1,288 | 1,005 | — | 15,654 | ||||||||||||||||||||||||
| Intersegment revenues | — | — | 1,885 | (1,885) | — | ||||||||||||||||||||||||
| Total revenues from contracts with customers | 20,723 | 1,288 | 2,890 | (1,885) | 23,016 | ||||||||||||||||||||||||
Revenues from contracts accounted for as derivatives under ASC 815 (1) | |||||||||||||||||||||||||||||
| Ethanol | 471,922 | 95,660 | — | — | 567,582 | ||||||||||||||||||||||||
| Distillers grains | 98,512 | 15,126 | — | — | 113,638 | ||||||||||||||||||||||||
| Renewable corn oil | 40,889 | 2,406 | — | — | 43,295 | ||||||||||||||||||||||||
| Other | 5,507 | 28,397 | — | — | 33,904 | ||||||||||||||||||||||||
| Intersegment revenues | — | 5,835 | — | (5,835) | — | ||||||||||||||||||||||||
| Total revenues from contracts accounted for as derivatives | 616,830 | 147,424 | — | (5,835) | 758,419 | ||||||||||||||||||||||||
Leasing revenues under ASC 842 (2) | — | — | 16,210 | (16,210) | — | ||||||||||||||||||||||||
| Total Revenues | $ | 637,553 | $ | 148,712 | $ | 19,100 | $ | (23,930) | $ | 781,435 | |||||||||||||||||||
(1)Revenues from contracts accounted for as derivatives represent physically settled derivative sales that are outside the scope of ASC 606.
(2)Leasing revenues do not represent revenues recognized from contracts with customers under ASC 606, and are accounted for under ASC 842, Leases.
Major Customer
Revenues from Customer A represented 14% of total revenues for the three months ended March 31, 2023, recorded within the ethanol production segment. No single customer’s revenue was over 10% of total revenues for the three months ended March 31, 2022.
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.
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There have been no changes in valuation techniques and inputs used in measuring fair value. The company’s assets and liabilities by level are as follows (in thousands):
| Fair Value Measurements at March 31, 2023 | |||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Total | |||||||||||||||
| Assets | |||||||||||||||||
| Cash and cash equivalents | $ | 354,204 | $ | — | $ | 354,204 | |||||||||||
| Restricted cash | 54,139 | — | 54,139 | ||||||||||||||
| Inventories carried at market | — | 26,094 | 26,094 | ||||||||||||||
| Derivative financial instruments - assets | — | 12,135 | 12,135 | ||||||||||||||
| Other assets | 110 | — | 110 | ||||||||||||||
| Total assets measured at fair value | $ | 408,453 | $ | 38,229 | $ | 446,682 | |||||||||||
| Liabilities | |||||||||||||||||
Accounts payable (1) | $ | — | $ | 18,936 | $ | 18,936 | |||||||||||
Accrued and other liabilities (2) | — | 4,639 | 4,639 | ||||||||||||||
| Derivative financial instruments - liabilities | — | 47,445 | 47,445 | ||||||||||||||
Other liabilities (2) | — | 4,570 | 4,570 | ||||||||||||||
| Total liabilities measured at fair value | $ | — | $ | 75,590 | $ | 75,590 | |||||||||||
| 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 | $ | 444,661 | $ | — | $ | 444,661 | |||||||||||
| Restricted cash | 55,615 | — | 55,615 | ||||||||||||||
| Inventories carried at market | — | 61,885 | 61,885 | ||||||||||||||
| Derivative financial instruments - assets | — | 16,420 | 16,420 | ||||||||||||||
| Other assets | 110 | 1 | 111 | ||||||||||||||
| Total assets measured at fair value | $ | 500,386 | $ | 78,306 | $ | 578,692 | |||||||||||
| Liabilities | |||||||||||||||||
Accounts payable (1) | $ | — | $ | 31,925 | $ | 31,925 | |||||||||||
Accrued and other liabilities (2) | — | 1,909 | 1,909 | ||||||||||||||
| Derivative financial instruments - liabilities | — | 44,686 | 44,686 | ||||||||||||||
Other liabilities (2) | — | 6,640 | 6,640 | ||||||||||||||
| Total liabilities measured at fair value | $ | — | $ | 85,160 | $ | 85,160 | |||||||||||
(1)Accounts payable is generally stated at historical amounts with the exception of $18.9 million and $31.9 million at March 31, 2023 and December 31, 2022, respectively, related to certain delivered inventory for which the payable fluctuates based on changes in commodity prices. These payables are hybrid financial instruments for which the company has elected the fair value option.
(2)As of March 31, 2023 and December 31, 2022, respectively, accrued and other liabilities includes $4.6 million and $1.9 million and other liabilities includes $4.6 million and $6.6 million of consideration related to potential earn-out payments recorded at fair value.
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As of March 31, 2023, the fair value of the company’s debt was approximately $736.7 million compared with a book value of $709.6 million. At December 31, 2022, the fair value of the company’s debt was approximately $654.5 million compared with a book value of $634.8 million. The company estimated the fair value of its outstanding debt using Level 2 inputs. The company believes the fair value of its accounts receivable approximated book value, which was $106.5 million and $108.6 million at March 31, 2023 and December 31, 2022, respectively.
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.
The following tables set forth certain financial data for the company’s operating segments (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Revenues | |||||||||||
| Ethanol production | |||||||||||
| Revenues from external customers | $ | 695,494 | $ | 637,553 | |||||||
| Intersegment revenues | — | — | |||||||||
| Total segment revenues | 695,494 | 637,553 | |||||||||
| Agribusiness and energy services | |||||||||||
| Revenues from external customers | 136,336 | 142,877 | |||||||||
| Intersegment revenues | 6,050 | 5,835 | |||||||||
| Total segment revenues | 142,386 | 148,712 | |||||||||
| Partnership | |||||||||||
| Revenues from external customers | 1,119 | 1,005 | |||||||||
| Intersegment revenues | 19,656 | 18,095 | |||||||||
| Total segment revenues | 20,775 | 19,100 | |||||||||
| Revenues including intersegment activity | 858,655 | 805,365 | |||||||||
| Intersegment eliminations | (25,706) | (23,930) | |||||||||
| $ | 832,949 | $ | 781,435 | ||||||||
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Refer to Note 2 - Revenue, for further disaggregation of revenue by operating segment.
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Cost of goods sold | |||||||||||
| Ethanol production | $ | 716,947 | $ | 661,560 | |||||||
| Agribusiness and energy services | 133,280 | 134,439 | |||||||||
| Intersegment eliminations | (25,222) | (23,490) | |||||||||
| $ | 825,005 | $ | 772,509 | ||||||||
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Gross margin | |||||||||||
| Ethanol production | $ | (21,453) | $ | (24,007) | |||||||
| Agribusiness and energy services | 9,106 | 14,273 | |||||||||
| Partnership | 20,775 | 19,100 | |||||||||
| Intersegment eliminations | (484) | (440) | |||||||||
| $ | 7,944 | $ | 8,926 | ||||||||
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Operating income (loss) | |||||||||||
Ethanol production (1) | $ | (53,362) | $ | (51,158) | |||||||
| Agribusiness and energy services | 4,126 | 10,408 | |||||||||
| Partnership | 11,896 | 11,809 | |||||||||
| Intersegment eliminations | (484) | (440) | |||||||||
| Corporate activities | (18,716) | (18,521) | |||||||||
| $ | (56,540) | $ | (47,902) | ||||||||
(1)Operating loss for ethanol production includes an inventory lower of cost or net realizable value adjustment of $13.2 million for the three months ended March 31, 2022.
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Depreciation and amortization | |||||||||||
| Ethanol production | $ | 22,938 | $ | 18,432 | |||||||
| Agribusiness and energy services | 813 | 464 | |||||||||
| Partnership | 816 | 898 | |||||||||
| Corporate activities | 819 | 605 | |||||||||
| $ | 25,386 | $ | 20,399 | ||||||||
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The following table sets forth total assets by operating segment (in thousands):
| March 31, 2023 | December 31, 2022 | ||||||||||
Total assets (1) | |||||||||||
| Ethanol production | $ | 1,166,742 | $ | 1,157,791 | |||||||
| Agribusiness and energy services | 496,661 | 489,083 | |||||||||
| Partnership | 120,741 | 108,680 | |||||||||
| Corporate assets | 269,011 | 386,437 | |||||||||
| Intersegment eliminations | (18,323) | (18,860) | |||||||||
| $ | 2,034,832 | $ | 2,123,131 | ||||||||
(1)Asset balances by segment exclude intercompany balances.
5. INVENTORIES
Inventories are carried at the lower of cost or net realizable value, except fair-value hedged inventories. There was a $12.3 million lower of cost or net realizable value inventory adjustment associated with finished goods in cost of goods sold within the ethanol production segment as of December 31, 2022.
The components of inventories are as follows (in thousands):
| March 31, 2023 | December 31, 2022 | ||||||||||
| Finished goods | $ | 118,099 | $ | 97,719 | |||||||
| Commodities held for sale | 26,094 | 61,885 | |||||||||
| Raw materials | 66,814 | 55,983 | |||||||||
| Work-in-process | 21,593 | 18,499 | |||||||||
| Supplies and parts | 47,107 | 44,864 | |||||||||
| $ | 279,707 | $ | 278,950 | ||||||||
6. DERIVATIVE FINANCIAL INSTRUMENTS
At March 31, 2023, the company’s consolidated balance sheet reflected unrealized losses of $37.7 million, net of tax, in accumulated other comprehensive loss. The company expects these items will be reclassified as operating income (loss) over the next 12 months as a result of hedged transactions that are forecasted to occur. The amount realized in operating income (loss) will differ as commodity prices change.
Fair Values of Derivative Instruments
The fair values of the company’s derivative financial instruments and the line items on the consolidated balance sheets where they are reported are as follows (in thousands):
| Asset Derivatives' Fair Value | Liability Derivatives' Fair Value | |||||||||||||||||||||||||
| March 31, 2023 | December 31, 2022 | March 31, 2023 | December 31, 2022 | |||||||||||||||||||||||
| Derivative financial instruments - forwards | $ | 12,135 | $ | 16,420 | (1) | $ | 47,445 | (2) | $ | 44,686 | (3) | |||||||||||||||
| Other assets | — | 1 | — | — | ||||||||||||||||||||||
| Other liabilities | — | — | 8 | — | ||||||||||||||||||||||
| Total | $ | 12,135 | $ | 16,421 | $ | 47,453 | $ | 44,686 | ||||||||||||||||||
(1)At December 31, 2022, derivative financial instruments, as reflected on the balance sheet, includes net unrealized gains on exchange-traded futures and options contracts of $3.4 million, which included $9.0 million of unrealized gains on derivative financial instruments designated as
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fair value hedging instruments, offset by $2.0 million of net unrealized losses on derivative financial instruments designated as cash flow hedging instruments, and the balance representing economic hedges.
(2)At March 31, 2023, derivative financial instruments, as reflected on the balance sheet, includes net unrealized losses on exchange-traded futures and options contracts of $17.7 million, which included $10.0 million of net unrealized losses on derivative financial instruments designated as cash flow hedging instruments, $0.5 million of net unrealized gains on derivative financial instruments designated as fair value hedging instruments, and the balance representing economic hedges.
(3)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.
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 March 31, | |||||||||||||
| 2023 | 2022 | |||||||||||||
| Revenues | $ | — | $ | (628) | ||||||||||
| Cost of goods sold | (2,236) | 3,294 | ||||||||||||
| Net gain (loss) recognized in loss before income taxes | $ | (2,236) | $ | 2,666 | ||||||||||
| Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives | ||||||||||||||
| Gain (Loss) Recognized in Other Comprehensive Income on Derivatives | Three Months Ended March 31, | |||||||||||||
| 2023 | 2022 | |||||||||||||
| Commodity contracts | $ | (16,811) | $ | 7,307 | ||||||||||
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.
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| Amount of Gain (Loss) Recognized in Income on Derivatives | ||||||||||||||||||||
| Derivatives Not Designated as Hedging Instruments | Location of Gain (Loss) Recognized in Income on Derivatives | Three Months Ended March 31, | ||||||||||||||||||
| 2023 | 2022 | |||||||||||||||||||
| Exchange-traded futures and options | Revenues | $ | (7,876) | $ | (2,745) | |||||||||||||||
| Forwards | Revenues | 659 | (2,613) | |||||||||||||||||
| Exchange-traded futures and options | Cost of goods sold | 8,366 | (67,563) | |||||||||||||||||
| Forwards | Cost of goods sold | 426 | 19,161 | |||||||||||||||||
| Net gain (loss) recognized in loss before income taxes | $ | 1,575 | $ | (53,760) | ||||||||||||||||
The following amounts were recorded on the consolidated balance sheets related to cumulative basis adjustments for the fair value hedged items (in thousands):
| March 31, 2023 | December 31, 2022 | |||||||||||||||||||||||||
| 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 | $ | 26,094 | $ | (586) | $ | 61,885 | $ | (13,776) | ||||||||||||||||||
Effect of Cash Flow and Fair Value Hedge Accounting on the Statements of Operations:
| Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships for the Three Months Ended March 31, | |||||||||||||||||||||||
| 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 | $ | — | $ | (2,236) | $ | (628) | $ | 3,294 | |||||||||||||||
| Gain (loss) on fair value hedging relationships | |||||||||||||||||||||||
| Commodity contracts | |||||||||||||||||||||||
| Fair-value hedged inventories | — | (9,357) | — | 18,386 | |||||||||||||||||||
| Exchange-traded futures designated as hedging instruments | — | 10,678 | — | (17,244) | |||||||||||||||||||
| 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 | $ | — | $ | (915) | $ | (628) | $ | 4,436 | |||||||||||||||
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The notional volume of open commodity derivative positions as of March 31, 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 | (12,490) | Bushels | Corn | |||||||||||||||||||||||||||||
| Futures | (3,545) | (4) | Bushels | Corn | ||||||||||||||||||||||||||||
| Futures | (43,428) | Gallons | Ethanol | |||||||||||||||||||||||||||||
| Futures | (16,720) | MmBTU | Natural Gas | |||||||||||||||||||||||||||||
| Futures | 920 | (3) | MmBTU | Natural Gas | ||||||||||||||||||||||||||||
| Futures | (163) | (4) | MmBTU | Natural Gas | ||||||||||||||||||||||||||||
| Futures | 1,680 | (3) | Gallons | Natural Gasoline | ||||||||||||||||||||||||||||
| Options | 9 | Tons | Soybean Meal | |||||||||||||||||||||||||||||
| Options | 934 | Pounds | Soybean Oil | |||||||||||||||||||||||||||||
| Options | (1,407) | MmBTU | Natural Gas | |||||||||||||||||||||||||||||
| Options | (6,107) | Bushels | Corn | |||||||||||||||||||||||||||||
| Forwards | 35,135 | (98) | Bushels | Corn | ||||||||||||||||||||||||||||
| Forwards | 145 | (248,612) | Gallons | Ethanol | ||||||||||||||||||||||||||||
| Forwards | 91 | (313) | Tons | Distillers Grains | ||||||||||||||||||||||||||||
| Forwards | 1,152 | (40,466) | Pounds | Renewable Corn Oil | ||||||||||||||||||||||||||||
| Forwards | 16,800 | (2,968) | MmBTU | Natural Gas | ||||||||||||||||||||||||||||
(1)Notional volume of exchange-traded futures and options are presented on a net long and (short) position basis. Options are presented on a delta-adjusted basis.
(2)Notional volume of non-exchange-traded forward physical contracts are presented on a gross long and (short) position basis, including both fixed-price and basis contracts, for which only the basis portion of the contract price is fixed.
(3)Notional volume of exchange-traded futures used for cash flow hedges.
(4)Notional volume of exchange-traded futures used for fair value hedges.
Energy trading contracts that do not involve physical delivery are presented net in revenues on the consolidated statements of operations. Included in revenues are net gains of $3.8 million and $0.8 million for the three months ended March 31, 2023 and 2022, respectively, on energy trading contracts.
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7. DEBT
The components of long-term debt are as follows (in thousands):
| March 31, 2023 | December 31, 2022 | ||||||||||
| Corporate | |||||||||||
2.25% convertible notes due 2027 (1) | $ | 230,000 | $ | 230,000 | |||||||
| Green Plains SPE LLC | |||||||||||
$125.0 million junior secured mezzanine notes due 2026 (2) | 125,000 | 125,000 | |||||||||
| Green Plains Wood River and Green Plains Shenandoah | |||||||||||
$75.0 million loan agreement (3) | 74,250 | 74,625 | |||||||||
| Green Plains Partners | |||||||||||
$60.0 million term loan (4) | 58,969 | 58,969 | |||||||||
| Other | 14,934 | 15,097 | |||||||||
| Total book value of long-term debt | 503,153 | 503,691 | |||||||||
| Unamortized debt issuance costs | (6,207) | (6,610) | |||||||||
| Less: current maturities of long-term debt | (1,832) | (1,838) | |||||||||
| Total long-term debt | $ | 495,114 | $ | 495,243 | |||||||
(1)Includes $4.9 million and $5.2 million of unamortized debt issuance costs as of March 31, 2023 and December 31, 2022, respectively.
(2)Includes $0.6 million and $0.7 million of unamortized debt issuance costs as of March 31, 2023 and December 31, 2022, respectively.
(3)Includes $0.3 million of unamortized debt issuance costs as of both March 31, 2023 and December 31, 2022.
(4)Includes $0.4 million of unamortized debt issuance costs as of both March 31, 2023 and December 31, 2022.
The components of short-term notes payable and other borrowings are as follows (in thousands):
| March 31, 2023 | December 31, 2022 | ||||||||||
| Green Plains Finance Company, Green Plains Grain and Green Plains Trade | |||||||||||
$350.0 million revolver | $ | 191,000 | $ | 115,000 | |||||||
| Green Plains Commodity Management | |||||||||||
$40.0 million hedge line | 21,670 | 22,678 | |||||||||
| $ | 212,670 | $ | 137,678 | ||||||||
Corporate Activities
In March 2021, the company issued an aggregate $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, beginning September 15, 2021, and mature on March 15, 2027. The 2.25% notes are senior, unsecured obligations of the company. The 2.25% notes are convertible, at the option of the holders, into consideration consisting of, at the company’s election, cash, shares of the company’s common stock, or a combination of cash and stock (and cash in lieu of fractional shares). However, before September 15, 2026, the 2.25% notes will not be convertible unless certain conditions are satisfied. The initial conversion rate is 31.6206 shares of the company’s common stock per $1,000 principal amount of 2.25% notes (equivalent to an initial conversion price of approximately $31.62 per share of the company’s common stock), representing an approximately 37.5% premium over the offering price of the company’s common stock. The conversion rate is subject to adjustment upon the occurrence of certain events, including but not limited to; the event of a stock dividend or stock split; the issuance of additional rights, options and warrants; spinoffs; or a tender or exchange offering. In addition, the company may be obligated to increase the conversion rate for any conversion that occurs in connection with certain corporate events, including the company’s calling the 2.25% notes for redemption.
On and after March 15, 2024, and prior to the maturity date, the company may redeem, for cash, all, but not less than all, of the 2.25% notes if the last reported sale price of the company’s common stock equals or exceeds 140% of the applicable conversion price on (i) at least 20 trading days during a 30 consecutive trading day period ending on the trading day immediately prior to the date the company delivers notice of the redemption; and (ii) the trading day immediately
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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 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
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parent guarantee from the company and have certain limitations on distributions, dividends or loans to the company unless there will not exist any event of default. At March 31, 2023, the interest rate on the Junior Notes was 11.75%.
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 1.25x, 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 March 31, 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 March 31, 2023, the interest rate on the Facility was 7.64%.
Green Plains Commodity Management has an uncommitted $40.0 million revolving credit facility to finance margins related to its hedging programs. During the three months ended March 31, 2023, this revolving credit facility was extended five years to mature on April 30, 2028. Advances are subject to variable interest rates equal to SOFR plus 1.75%. At March 31, 2023, the interest rate on the facility was 6.57%.
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
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fluctuations in market prices of the inventory. This agreement is subject to negotiated variable interest rates. The company had no outstanding short-term notes payable related to the inventory financing agreement as of March 31, 2023.
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 LIBOR plus 8.00%, with a 0% LIBOR floor and is payable on the 15th day of each March, June, September and December during the term. The term loan does not require any principal payments; however, the partnership has the option to prepay $1.5 million per quarter beginning twelve months after the closing date. On February 11, 2022, the term loan was modified to allow Green Plains Partners and its affiliates to repurchase outstanding notes. On the same day, the partnership purchased $1.0 million of the outstanding notes from the lenders and subsequently retired the notes.
The partnership’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 2.50x. The minimum debt service coverage ratio is required to be no less than 1.10x. 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 March 31, 2023, the interest rate on the term loan was 13.14%.
Covenant Compliance
The company was in compliance with its debt covenants as of March 31, 2023.
Restricted Net Assets
At March 31, 2023, there were approximately $118.7 million of net assets at the company’s subsidiaries that could not be transferred to the parent company in the form of dividends, loans or advances due to restrictions contained in the credit facilities of these subsidiaries.
8. STOCK-BASED COMPENSATION
The company has an equity incentive plan which reserved a total of 5.7 million shares of common stock for issuance pursuant to the plan, of which 1.4 million shares remain outstanding and available. The plan provides for shares, including options to purchase shares of common stock, stock appreciation rights tied to the value of common stock, restricted stock, performance share awards, and restricted and deferred stock unit awards, to be granted to eligible employees, non-employee directors and consultants. The company measures stock-based compensation at fair value on the grant date, with no adjustments for estimated forfeitures. The company records noncash compensation expense related to equity awards in its consolidated financial statements over the requisite period on a straight-line basis.
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Restricted Stock Awards and Deferred Stock Units
The restricted non-vested stock awards and deferred stock units activity for the three months ended March 31, 2023 is as follows:
| 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 | 813,033 | $ | 19.98 | ||||||||||||||
| Granted | 251,674 | 34.66 | |||||||||||||||
| Forfeited | (10,047) | 29.24 | |||||||||||||||
| Vested | (393,276) | 11.45 | |||||||||||||||
| Non-Vested at March 31, 2023 | 661,384 | $ | 30.50 | 2.4 | |||||||||||||
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 969,718 performance shares which represents approximately 222% of the 437,390 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 three months ended March 31, 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 | 482,811 | $ | 18.22 | ||||||||||||||
| Granted | 155,087 | 34.66 | |||||||||||||||
| Forfeited | (2,750) | 29.47 | |||||||||||||||
| Vested | (197,758) | 4.14 | |||||||||||||||
| Non-Vested at March 31, 2023 | 437,390 | $ | 30.33 | 2.4 | |||||||||||||
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
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rights, unit awards, profit interest units or other unit-based awards. The partnership measures unit-based compensation related to equity awards in its consolidated financial statements over the requisite service period on a straight-line basis.
There was no change in the number of non-vested unit-based awards for the three months ended March 31, 2023.
Stock-Based and Unit Based Compensation Expense
Compensation costs for stock-based and unit-based payment plans were $2.8 million and $1.9 million for the three months ended March 31, 2023 and 2022, respectively. At March 31, 2023, there was $24.8 million of unrecognized compensation costs from stock-based and unit-based compensation related to non-vested awards. This compensation is expected to be recognized over a weighted-average period of approximately 2.4 years. The potential tax benefit related to stock-based payment is approximately 24.0% 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.
The basic and diluted EPS are calculated as follows (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| EPS - basic and diluted | |||||||||||
| Net loss attributable to Green Plains | $ | (70,324) | $ | (61,474) | |||||||
| Weighted average shares outstanding - basic and diluted | 58,549 | 52,887 | |||||||||
| EPS - basic and diluted | $ | (1.20) | $ | (1.16) | |||||||
Anti-dilutive weighted-average convertible debt, warrants and stock-based compensation (1) | 8,598 | 13,823 | |||||||||
(1)The effect related to the company’s convertible debt, warrants and certain stock-based compensation awards has been excluded from diluted EPS for the periods presented as the inclusion of these shares would have been antidilutive.
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 months ended March 31, 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 | 62,101 | $ | 62 | $ | 1,110,151 | $ | (142,417) | $ | (26,591) | 2,805 | $ | (31,174) | $ | 910,031 | $ | 151,035 | $ | 1,061,066 | ||||||||||||||
| Net loss | — | — | — | (70,324) | — | — | — | (70,324) | 4,075 | (66,249) | ||||||||||||||||||||||
| Cash dividends and distributions declared | — | — | — | — | — | — | — | — | (5,305) | (5,305) | ||||||||||||||||||||||
| Other comprehensive loss before reclassification | — | — | — | — | (12,788) | — | — | (12,788) | — | (12,788) | ||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | — | — | — | — | 1,701 | — | — | 1,701 | — | 1,701 | ||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | (11,087) | — | — | (11,087) | — | (11,087) | ||||||||||||||||||||||
| Investment in subsidiaries | — | — | — | — | — | — | — | — | 185 | 185 | ||||||||||||||||||||||
| Stock-based compensation | 217 | — | (5,632) | — | — | — | — | (5,632) | 59 | (5,573) | ||||||||||||||||||||||
| Balance, March 31, 2022 | 62,318 | $ | 62 | $ | 1,104,519 | $ | (212,741) | $ | (37,678) | 2,805 | $ | (31,174) | $ | 822,988 | $ | 150,049 | $ | 973,037 | ||||||||||||||
| 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 | 61,840 | $ | 62 | $ | 1,069,573 | $ | (15,199) | $ | (12,310) | 8,244 | $ | (91,626) | $ | 950,500 | $ | 151,519 | $ | 1,102,019 | ||||||||||||||
| Net loss | — | — | — | (61,474) | — | — | — | (61,474) | 5,602 | (55,872) | ||||||||||||||||||||||
| Cash dividends and distributions declared | — | — | — | — | — | — | — | — | (5,122) | (5,122) | ||||||||||||||||||||||
| Other comprehensive income before reclassification | — | — | — | — | 5,386 | — | — | 5,386 | — | 5,386 | ||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | — | — | — | — | (1,965) | — | — | (1,965) | — | (1,965) | ||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | 3,421 | — | — | 3,421 | — | 3,421 | ||||||||||||||||||||||
| Investment in subsidiaries | — | — | — | — | — | — | — | — | 24 | 24 | ||||||||||||||||||||||
| Stock-based compensation | 226 | — | (1,922) | — | — | — | — | (1,922) | 59 | (1,863) | ||||||||||||||||||||||
| Balance, March 31, 2022 | 62,066 | $ | 62 | $ | 1,067,651 | $ | (76,673) | $ | (8,889) | 8,244 | $ | (91,626) | $ | 890,525 | $ | 152,082 | $ | 1,042,607 | ||||||||||||||
Amounts reclassified from accumulated other comprehensive loss are as follows (in thousands):
| Three Months Ended March 31, | Statements of Operations Classification | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| Gains (losses) on cash flow hedges | |||||||||||||||||
| Commodity derivatives | $ | — | $ | (628) | (1) | ||||||||||||
| Commodity derivatives | (2,236) | 3,294 | (2) | ||||||||||||||
| Total gains (losses) on cash flow hedges | (2,236) | 2,666 | (3) | ||||||||||||||
| Income tax benefit (expense) | 535 | (701) | (4) | ||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | $ | (1,701) | $ | 1,965 | |||||||||||||
(1)Revenues
(2)Costs of goods sold
(3)Loss before income taxes and income (loss) from equity method investees
(4)Income tax benefit (expense)
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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 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 expense of $3.4 million for the three months ended March 31, 2023, compared with income tax benefit of $1.2 million for the same period in 2022. The increase in the amount of tax expense recorded for the three months ended March 31, 2023 is primarily due to an increase in the valuation allowance recorded against deferred tax assets related to gains (losses) on derivatives.
The 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 14.6 years. The land and facility leases include renewal options. The renewal options are included in the lease term only for those sites or locations in which they are reasonably certain to be renewed. Equipment renewals are not considered reasonably certain to be exercised as they typically renew with significantly different underlying terms.
The components of lease expense are as follows (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Lease expense | |||||||||||
| Operating lease expense | $ | 6,746 | $ | 4,998 | |||||||
Variable lease expense (benefit) (1) | (131) | 179 | |||||||||
| Total lease expense | $ | 6,615 | $ | 5,177 | |||||||
(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.
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Supplemental cash flow information related to operating leases is as follows (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | |||||||||||
| Operating cash flows from operating leases | $ | 6,197 | $ | 4,845 | |||||||
| Right-of-use assets obtained in exchange for lease obligations | |||||||||||
| Operating leases | 16,658 | 4,709 | |||||||||
Supplemental balance sheet information related to operating leases is as follows:
| March 31, 2023 | December 31, 2022 | ||||||||||
| Weighted average remaining lease term | 4.8 years | 4.9 years | |||||||||
| Weighted average discount rate | 4.73 | % | 4.32 | % | |||||||
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 | $ | 20,195 | |||
| 2024 | 24,777 | ||||
| 2025 | 20,201 | ||||
| 2026 | 12,743 | ||||
| 2027 | 9,149 | ||||
| Thereafter | 11,980 | ||||
| Total | 99,045 | ||||
| Less: Present value discount | (11,266) | ||||
| Lease liabilities | $ | 87,779 | |||
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 March 31, 2023, the company had contracted future purchases of grain, ethanol, distillers grains, natural gas, and renewable corn oil, valued at approximately $364.2 million and future commitments for storage and transportation, valued at approximately $24.8 million.
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.
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13. SUBSEQUENT EVENTS
On May 3, 2023, the company submitted a proposal to the Board of Directors of Green Plains Holdings LLC, the general partner of Green Plains Partners LP, to acquire all of the publicly held common units of the partnership not already owned by the company in a stock-for-unit exchange. The company expects the proposed transaction to simplify its corporate structure and governance, generate near-term earnings and cash flow accretion, reduce selling and general administrative expenses related to the partnership, improve the credit quality of the combined enterprise, and align strategic interests between the company's shareholders and the partnership's unitholders by regaining full ownership and control of the company's total platform, including terminal operations.
The proposed transaction is subject to the negotiation and execution of a definitive agreement and approval of such definitive agreement and transactions contemplated thereunder by the board of directors of the company, the board of directors of Green Plains Holdings LLC, and its conflicts committee. There can be no assurance that any such approvals will be forthcoming, that a definitive agreement will be executed, that any conditions to the consummation of the proposed transaction will be satisfied, or that any transaction will be consummated.
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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 consolidated financial statements and notes to the 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, 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 March 31, 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 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 2,300 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-MSCTM distillers grains.
We began pilot scale batch operations at the FQT CSTTM 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 CSTTM at commercial scale. We also anticipate modifying additional biorefineries to include FQT CSTTM 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.
Our profitability is highly dependent on commodity prices, particularly for ethanol, distillers grains, 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 April 17, 2023, during routine maintenance on a whole stillage tank, we experienced an explosion at our Wood River, Nebraska facility, which resulted in the fatality of one employee as well as another employee being critically injured. The plant was not operating at the time of the explosion. We continue to work with various regulatory agencies, state and local authorities and our insurance providers in investigating the cause and impact of the incident. We do not currently believe the incident will have a material impact on our consolidated financial statements.
Results of Operations
During the first quarter of 2023, we experienced a weak ethanol margin environment due in part to historically high physical corn basis levels across our entire platform. We maintained an average utilization rate of approximately 87.5% of capacity, resulting in ethanol production of 206.7 mmg for the first quarter of 2023, compared with 196.3 mmg, or 83.1% 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 biorefineries variable
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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 first quarter of 2023, which was 1.0% lower than the 1.02 million barrels per day for the same quarter last year. Refiner and blender input volume was 853 thousand barrels per day for the first quarter of 2023, compared with 840 thousand barrels per day for the same quarter last year. Gasoline demand for the first quarter of 2023 was in line with the prior year quarter at 8.6 million barrels per day. U.S. domestic ethanol ending stocks decreased by approximately 1.4 million barrels compared to the prior year, or 5.3%, to 25.1 million barrels as of March 31, 2023. As of this filing, according to Prime the Pump, there were approximately 386 suppliers at 113 pipeline terminal locations now offering E15 to wholesale customers.
Global Ethanol Supply and Demand
According to the USDA Foreign Agriculture Service, domestic ethanol exports through February 28, 2023, were approximately 222 mmg, down from the 267 mmg for the same period of 2022. Canada was the largest export destination for U.S. ethanol accounting for 40% of domestic ethanol export volume, driven in part by their national clean fuel standard. The United Kingdom, South Korea, the Netherlands, and Mexico accounted for 12%, 11%, 5% and 5%, 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 greenhouse gas emissions through low carbon fuel programs and eliminate MTBE from their own fuel supplies. The strength of the U.S. Dollar relative to other currencies has the potential to adversely 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 based ethanol portion of the mandate, 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, 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 programs 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 programs 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 in the first quarter of 2023, which represented approximately 8.4% 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, section 45Z of the Internal Revenue Code, which runs from 2025 to 2027 of $1.00 per gallon, 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, 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 between $0.00 and $1.75 per gallon); (3) expanded the carbon capture and sequestration credit, section 45Q of the Internal Revenue Code, to $85 for each ton of
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carbon sequestered, which could impact our carbon capture partnership and other potential carbon capture investments, though it cannot be claimed in conjunction with the 45Z Clean Fuel Production Credit, which could prove to be more valuable; (4) extended the biodiesel tax credit, which could impact our renewable corn oil values, as this co-product serves as a low-carbon feedstock for renewable diesel and biomass based diesel production (this credit expires after 2024 and shifts to the 45Z Clean Fuel Production credit, where all non-SAF fuels qualify for up to $1.00 per gallon); (5) funded biofuel blending infrastructure by $500 million, which could impact the availability of higher level ethanol blended fuel; (6) increased funding for 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. As of March 31, 2023, the EPA has proposed RVOs for 2023, 2024 and 2025, setting the implied conventional ethanol levels at 15.25 billion gallons for each year, 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, with a large increase in advanced biofuels for 2024 and 2025, which they expect to be fulfilled by e-RINs for electric vehicles. The EPA has agreed to a consent decree from the U.S. District Court for D.C. to finalize an RVO for 2023 (and possibly 2024 and 2025) by June 14, 2023.
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 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 they 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 potential blending demand. 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 waives their blending obligations for those years. The EPA has reiterated their stance on denying all SRE applications in the proposed 2023, 2024 and 2025 RVO rulemaking, and there are multiple on-going legal challenges to how they have 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. As of this filing, the administration has announced they will take the same approach with emergency waivers for the 2023 summer driving season. The EPA has also instigated regulatory 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.
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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 from 2022 to 2031, though all the funds could be awarded in the first few years of the program.
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 then the 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.
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 is May 1, 2023. As of March 31, 2023, our partnership's fleet was DOT 117 compliant.
Comparability
There are various events that could affect comparability of our operating results, including increased production rates from 2023 to 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, 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.
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When we evaluate segment performance, we review the following segment information as well as earnings before interest, income taxes, depreciation and amortization, or EBITDA, and adjusted EBITDA.
The selected operating segment financial information is as follows (in thousands):
| Three Months Ended March 31, | % Variance | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| Revenues | |||||||||||||||||
| Ethanol production | |||||||||||||||||
| Revenues from external customers | $ | 695,494 | $ | 637,553 | 9.1% | ||||||||||||
| Intersegment revenues | — | — | — | ||||||||||||||
| Total segment revenues | 695,494 | 637,553 | 9.1 | ||||||||||||||
| Agribusiness and energy services | |||||||||||||||||
| Revenues from external customers | 136,336 | 142,877 | (4.6) | ||||||||||||||
| Intersegment revenues | 6,050 | 5,835 | 3.7 | ||||||||||||||
| Total segment revenues | 142,386 | 148,712 | (4.3) | ||||||||||||||
| Partnership | |||||||||||||||||
| Revenues from external customers | 1,119 | 1,005 | 11.3 | ||||||||||||||
| Intersegment revenues | 19,656 | 18,095 | 8.6 | ||||||||||||||
| Total segment revenues | 20,775 | 19,100 | 8.8 | ||||||||||||||
| Revenues including intersegment activity | 858,655 | 805,365 | 6.6 | ||||||||||||||
| Intersegment eliminations | (25,706) | (23,930) | 7.4 | ||||||||||||||
| $ | 832,949 | $ | 781,435 | 6.6% | |||||||||||||
| Three Months Ended March 31, | % Variance | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| Cost of goods sold | |||||||||||||||||
| Ethanol production | $ | 716,947 | $ | 661,560 | 8.4% | ||||||||||||
| Agribusiness and energy services | 133,280 | 134,439 | (0.9) | ||||||||||||||
| Intersegment eliminations | (25,222) | (23,490) | 7.4 | ||||||||||||||
| $ | 825,005 | $ | 772,509 | 6.8% | |||||||||||||
| Three Months Ended March 31, | % Variance | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| Gross margin | |||||||||||||||||
| Ethanol production | $ | (21,453) | $ | (24,007) | (10.6)% | ||||||||||||
| Agribusiness and energy services | 9,106 | 14,273 | (36.2) | ||||||||||||||
| Partnership | 20,775 | 19,100 | 8.8 | ||||||||||||||
| Intersegment eliminations | (484) | (440) | 10.0 | ||||||||||||||
| $ | 7,944 | $ | 8,926 | (11.0)% | |||||||||||||
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| Three Months Ended March 31, | % Variance | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| Operating income (loss) | |||||||||||||||||
Ethanol production (1) | $ | (53,362) | $ | (51,158) | 4.3% | ||||||||||||
| Agribusiness and energy services | 4,126 | 10,408 | (60.4) | ||||||||||||||
| Partnership | 11,896 | 11,809 | 0.7 | ||||||||||||||
| Intersegment eliminations | (484) | (440) | 10.0 | ||||||||||||||
| Corporate activities | (18,716) | (18,521) | 1.1 | ||||||||||||||
| $ | (56,540) | $ | (47,902) | 18.0% | |||||||||||||
(1)Operating loss for ethanol production includes an inventory lower of cost or net realizable value adjustment of $13.2 million for the three months ended March 31, 2022.
| Three Months Ended March 31, | % Variance | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Ethanol production | $ | 22,938 | $ | 18,432 | 24.4 % | ||||||||||||
| Agribusiness and energy services | 813 | 464 | 75.2 | ||||||||||||||
| Partnership | 816 | 898 | (9.1) | ||||||||||||||
| Corporate activities | 819 | 605 | 35.4 | ||||||||||||||
| $ | 25,386 | $ | 20,399 | 24.4 % | |||||||||||||
* 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 tax expense, depreciation and amortization excluding the amortization of right-of-use assets and debt issuance costs. Adjusted EBITDA includes adjustments related to 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 March 31, | % Variance | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| Net loss | $ | (66,249) | $ | (55,872) | 18.6% | ||||||||||||
| Interest expense | 9,738 | 8,806 | 10.6 | ||||||||||||||
| Income tax expense (benefit) | 3,429 | (1,153) | * | ||||||||||||||
Depreciation and amortization (1) | 25,386 | 20,399 | 24.4 | ||||||||||||||
| EBITDA | (27,696) | (27,820) | (0.4) | ||||||||||||||
| Proportional share of EBITDA adjustments to equity method investees | 45 | 45 | — | ||||||||||||||
| Adjusted EBITDA | $ | (27,651) | $ | (27,775) | (0.4)% | ||||||||||||
(1)Excludes amortization of operating lease right-of-use assets and amortization of debt issuance costs.
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The following table reconciles segment EBITDA to consolidated adjusted EBITDA (in thousands):
| Three Months Ended March 31, | % Variance | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| Adjusted EBITDA | |||||||||||||||||
Ethanol production (1) | $ | (30,267) | $ | (32,726) | (7.5)% | ||||||||||||
| Agribusiness and energy services | 5,227 | 10,723 | (51.3) | ||||||||||||||
| Partnership | 12,947 | 12,882 | 0.5 | ||||||||||||||
| Intersegment eliminations | (484) | (919) | (47.3) | ||||||||||||||
| Corporate activities | (15,119) | (17,780) | (15.0) | ||||||||||||||
| EBITDA | (27,696) | (27,820) | (0.4) | ||||||||||||||
| Proportional share of EBITDA adjustments to equity method investees | 45 | 45 | — | ||||||||||||||
| $ | (27,651) | $ | (27,775) | (0.4)% | |||||||||||||
(1)Ethanol production includes an inventory lower of cost or net realizable value adjustment of $13.2 million for the three months ended March 31, 2022.
* Percentage variance not considered meaningful.
Three Months Ended March 31, 2023 Compared with the Three Months Ended March 31, 2022
Consolidated Results
Consolidated revenues increased $51.5 million for the three months ended March 31, 2023 compared with the same period in 2022 primarily due to higher volumes sold on ethanol, distillers grains including Ultra-High Protein, and renewable corn oil, as well as higher average selling prices on distillers grains including Ultra-High Protein, offset by lower average selling prices on ethanol and renewable corn oil within our ethanol production segment as described below. Revenues were also slightly offset by lower revenues within our agribusiness and energy services segment as a result of decreased trading volumes and margins.
Net loss increased $10.4 million for the three months ended March 31, 2023 compared with the same period last year primarily due to lower agribusiness and energy services segment trading margins as well as higher depreciation expense. Adjusted EBITDA increased $0.1 million for the three months ended March 31, 2023. Interest expense increased $0.9 million for the three months ended March 31, 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 $3.4 million for the three months ended March 31, 2023, compared with income tax benefit of $1.2 million for the same period in 2022 primarily due to an increase in the valuation allowance recorded against certain deferred tax assets for the three months ended March 31, 2023.
The following discussion provides greater detail about our first quarter segment performance.
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Ethanol Production Segment
Key operating data for our ethanol production segment is as follows:
| Three Months Ended March 31, | |||||||||||||||||
| 2023 | 2022 | % Variance | |||||||||||||||
| Ethanol sold | |||||||||||||||||
| (thousands of gallons) | 206,880 | 196,348 | 5.4% | ||||||||||||||
| Distillers grains sold | |||||||||||||||||
| (thousands of equivalent dried tons) | 482 | 504 | (4.4) | ||||||||||||||
| Ultra-High Protein sold | |||||||||||||||||
| (thousands of tons) | 52 | 12 | 333.3 | ||||||||||||||
| Renewable corn oil sold | |||||||||||||||||
| (thousands of pounds) | 68,011 | 59,295 | 14.7 | ||||||||||||||
| Corn consumed | |||||||||||||||||
| (thousands of bushels) | 71,235 | 68,304 | 4.3% | ||||||||||||||
Revenues in our ethanol production segment increased $57.9 million for the three months ended March 31, 2023 compared with the same period in 2022, primarily due to higher ethanol, distillers grains including Ultra-High Protein, and renewable corn oil volumes sold, resulting in increased revenues of $25.9 million, $3.6 million and $6.0 million, respectively, as well as higher weighted average selling prices on distillers grains including Ultra-High Protein, resulting in increased revenues of $27.1 million, offset by lower weighted average selling prices on ethanol and renewable corn oil resulting in decreased revenues of $3.0 million and $2.6 million, respectively. Revenues also increased as a result of hedging activities by $3.8 million.
Cost of goods sold in our ethanol production segment increased $55.4 million for the three months ended March 31, 2023 compared with the same period last year primarily due to higher weighted average corn prices and higher corn volumes processed, resulting in increased costs of $63.5 million and $17.9 million, respectively, offset by lower hedging activities resulting in decreased cost of goods sold of $59.3 million. The remainder of the increase was primarily driven by higher utilities and freight of $21.1 million.
Operating loss in our ethanol production segment increased $2.2 million for the three months ended March 31, 2023 compared with the same period in 2022 primarily due to increased depreciation expense of $4.5 million as a result of completion of various projects, offset by increased margins as outlined above. Depreciation and amortization expense for the ethanol production segment was $22.9 million for the three months ended March 31, 2023, compared with $18.4 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 $6.3 million while operating income also decreased $6.3 million for the three months ended March 31, 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 as well as decreased trading margins for distillers grains. Operating income decreased primarily as a result of lower trading margins driven by market volatility in our distillers grains flows and natural gas storage.
Partnership Segment
Revenues generated by our partnership segment increased $1.7 million for the three months ended March 31, 2023 compared with the same period for 2022. Storage and throughput services revenue was consistent with the prior year. Railcar transportation services revenue increased $1.7 million primarily due to an increase in transportation service fees charged as a result of upgrading our leased railcar fleet to comply with government regulations and higher railcar volumetric capacity. Terminal services revenue as well as trucking and other revenue were consistent with the prior year. Operating income increased $0.1 million for the three months ended March 31, 2023 compared with the same period in 2022.
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Intersegment Eliminations
Intersegment eliminations of revenues increased by $1.8 million for the three months ended March 31, 2023, compared with the same period in 2022 primarily due to increased railcar fees paid to the partnership segment.
Corporate Activities
Corporate activities for the three months ended March 31, 2023 were consistent with the same period in 2022.
Income Taxes
We recorded income tax expense of $3.4 million for the three months ended March 31, 2023, compared with income tax benefit of $1.2 million for the same period in 2022. The increase in the amount of tax expense recorded for the three months ended March 31, 2023 was primarily due to an increase in the valuation allowance recorded against certain deferred tax assets.
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 March 31, 2023, we had $354.2 million in cash and cash equivalents and $54.1 million in restricted cash. We also had $159.0 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 March 31, 2023, our subsidiaries had approximately $118.7 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 $117.0 million for the three months ended March 31, 2023, compared with net cash used in operating activities of $162.5 million for the same period in 2022. Net cash used in operating activities compared to the prior year were primarily affected by increases in cash used related to accounts payables, offset by decreases in cash used related to accounts receivable and inventories. Net cash used in investing activities was $35.4 million for the three months ended March 31, 2023, compared with net cash provided by investing activities of $37.9 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 first quarter of 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 $60.5 million for the three months ended March 31, 2023, compared with net cash provided by financing activities of $167.9 million for the same period in 2022, primarily due to higher debt proceeds as a result of changes in our debt structure in the first quarter of 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 $32.6 million during the three months ended March 31, 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 $120.0 million and $160.0 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.
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
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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 first 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 consolidated financial statements 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 March 31, 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 March 31, 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, 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, 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
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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. Prior to March 1, 2022, the 4.125% notes were not convertible unless certain conditions were satisfied. 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 its 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 (the "Junior Notes") with BlackRock. 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. At March 31, 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 us, have a $75.0 million loan agreement, which matures on September 1, 2035. At March 31, 2023, the outstanding principal balance was $74.3 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, due 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 March 31, 2023, the outstanding principal balance was $191.0 million on the facility and the interest rate was 7.64%.
Green Plains Commodity Management has an uncommitted $40.0 million revolving credit facility to finance margins related to its hedging programs. During the three months ended March 31, 2023, this revolving credit facility was extended five years to mature on April 30, 2028. Advances are subject to variable interest rates equal to SOFR plus 1.75%. At March 31, 2023, the outstanding principal balance was $21.7 million on the facility and the interest rate was 6.57%.
Green Plains Grain has a short-term inventory financing agreement with a financial institution. The company has accounted for the agreement as short-term notes, rather than revenues, and has elected the fair value option to offset fluctuations in market prices of the inventory. This agreement is subject to negotiated variable interest rates. The company had no outstanding short-term notes payable related to the inventory financing agreement as of March 31, 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.
Interest on the term loan is based on 3-month LIBOR plus 8.00%, with a 0% LIBOR floor and is payable on the 15th day of each March, June, September and December, during the term. The term loan is secured by substantially all of the assets of the partnership.
On February 11, 2022, the term loan was modified to allow Green Plains Partners and its affiliates to repurchase outstanding notes. On the same day, the partnership purchased $1.0 million of the outstanding notes from the lenders and subsequently retired the notes. As of March 31, 2023, the term loan had a balance of $59.0 million and an interest rate of 13.14%.
On April 19, 2023, the term loan was amended to change the underlying floating interest rate to the three-month term SOFR rate plus a 0.26161% credit spread adjustment from three-month LIBOR, with a 0% floor. The impact of the amendment is not material to interest expense.
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, many of which are beyond our control. Moreover, we have fixed price arrangements with 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 March 31, 2023 totaled $99.0 million. As of March 31, 2023, we had contracted future purchases of grain, ethanol, distillers grains, natural gas, and renewable corn oil valued at approximately $364.2 million and future commitments for storage and transportation valued at approximately $24.8 million. Refer to Note 12 – Commitments and Contingencies included in the notes to consolidated financial statements 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 March 31, 2023, we had $709.6 million in debt, $271.6 million of which had variable interest rates. A 10% increase in interest rates would affect our interest cost by approximately $2.4 million per year.
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For additional information related to our debt, see Note 7 – Debt included as part of the notes to consolidated financial statements 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.
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 months ended March 31, 2023, revenues included net losses of $7.2 million, and cost of goods sold included net gains of $17.2 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 results are impacted when there is a mismatch of gains or losses associated with the derivative instrument during a reporting period when the physical commodity purchase or sale has not yet occurred.
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 March 31, 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 | $155,479 | |||||||||||||||||
| Corn | 330,000 | Bushels | $151,084 | |||||||||||||||||
| Distillers grains | 2,400 | Tons (2) | $36,586 | |||||||||||||||||
| Renewable corn oil | 310,000 | Pounds | $12,011 | |||||||||||||||||
| Natural gas | 27,700 | MmBTU | $3,506 | |||||||||||||||||
(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 inventories, physical purchase and sale contracts and derivatives 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
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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 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 March 31, 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.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Employees 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 first quarter of 2023:
| Period | Total Number of Shares Withheld for Employee Awards | Average Price Paid per Share | ||||||||||||
| January 1 - January 31 | 3,213 | $ | 31.89 | |||||||||||
| February 1 - February 28 | 10,851 | 34.64 | ||||||||||||
| March 1 - March 31 | 253,225 | 31.30 | ||||||||||||
| Total | 267,289 | $ | 31.45 | |||||||||||
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 first quarter of 2023. Since inception of the repurchase program, the company has repurchased 7,396,936 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.
None.
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Item 6. Exhibits.
Exhibit Index
| Exhibit No. | Description of Exhibit | ||||
| 10.1 | |||||
| 10.2 | |||||
| 10.3 | |||||
| *10.4 | |||||
| 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 March 31, 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 March 31, 2023, formatted in iXBRL. | ||||
| *Represents management compensatory contract | |||||
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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: May 4, 2023 | By: | /s/ Todd A. Becker | |||||||||
| Todd A. Becker | |||||||||||
| President and Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
Date: May 4, 2023 | By: | /s/ James E. Stark | |||||||||
| James E. Stark | |||||||||||
| Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
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