UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-K/A
(Amendment No. 1)
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended
November 30, 2005
Commission file number
333-121321
GREEN PLAINS RENEWABLE ENERGY, INC.
(Exact name of registrant as specified in its charter)
Iowa 84-1652107
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)
7945 W. Sahara Ave., #107, Las Vegas, Nevada 89117 (702) 363.9307
(Address of principal executive offices) (Registrant's telephone
number, including area code)
Securities registered pursuant to Section 12(n) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
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 [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer.
Large accelerated filer[ ] Accelerated filer[ ] Non-accelerated filer[X]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]
The aggregate market value of the voting and non-voting common equity
held by non-affiliates (i.e., does not include directors, executive officers or
ten percent stockholders identified in Item 12 hereof) of the issuer as of May
23, 2006 was: $111,947,555.
As of May 23, 2006, the registrant had 4,382,167 shares of common stock
outstanding.
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) The following exhibits and financial statements are filed as part
of, or are incorporated by reference into, this report:
(1) Financial Statements - Reference is made to the "Index to
Financial Statements" located at page F-1 of our annual report on Form
10-K, filed on February 27, 2006, for a list of the financial
statements and schedules for the year ended November 30, 2005.
(2) Financial Statement Schedules - All supplemental schedules
are omitted because of the absence of conditions under which they are
required or because the information is shown in the Consolidated
Financial Statements or notes thereto.
(3) Exhibits - The exhibits we have filed herewith or
incorporated by reference herein are set forth on the attached Exhibit
Index.
(b) See Item 15(a)(3) above.
(c) See Item 15(a)(2) above.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
GREEN PLAINS RENEWABLE ENERGY, INC.
(Registrant)
Date: June 6, 2006 By /s/ Barry Ellsworth
Barry Ellsworth
President, Chief Executive Officer and Chairman
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Barry A. Ellsworth President and Chairman (acts as June 6, 2006
Barry A. Ellsworth Principal Executive Officer)
/s/ Dan Christensen Secretary, Treasurer and June 6, 2006
Dan Christensen Director (acts as Principal
Financial Officer, Principal
Accounting Officer and
Controller)
/s/ Wayne Hoovestol Director June 6, 2006
Wayne Hoovestol
/s/ David A. Hart Director June 6, 2006
David A. Hart
/s/ Steve Nicholson Director June 6, 2006
Steve Nicholson
/s/ Hersch Patton Director June 6, 2006
Hersch Patton
/s/ Brian Peterson Director June 6, 2006
Brian Peterson
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
3(i).1 Amended and Restated Articles of Incorporation of the
Company (Incorporated by reference to Exhibit 3(i).1 of the
Company's Registration Statement on Form S-1 filed December
16, 2004, File No. 333-121321)
3(ii).1 Bylaws of the Company (Incorporated by reference to Exhibit
3(ii).1 of the Company's Registration Statement on Form S-1
filed December 16, 2004, File No. 333-121321)
10.1 Option Agreement on Hilger West Property, by and between the
Company and Alberta A. Bryon, dated November 12, 2004
(Incorporated by reference to Exhibit 10.1 of the Company's
Registration Statement on Form S-1 filed December 16, 2004,
File No. 333-121321)
10.2 Option Agreement on Hilger East Property, by and between the
Company and Alberta A. Bryon, dated October 20, 2004
(Incorporated by reference to Exhibit 10.2 of the Company's
Registration Statement on Form S-1 filed December 16, 2004,
File No. 333-121321)
10.3 Letter of Intent relating to the purchase of real property
from Shenandoah Chamber & Industry Association, dated
November 12, 2004 (Incorporated by reference to Exhibit 10.3
of the Company's Registration Statement on Form S-1 filed
December 16, 2004, File No. 333-121321)
10.4 Letter Agreement by and between the Company and U.S. Energy,
Inc. dated October 5, 2004 (Incorporated by reference to
Exhibit 10.5 of the Company's Registration Statement on Form
S-1 filed December 16, 2004, File No. 333-121321)
10.5 Agreement by and between the Company and Alberta A. Bryon,
dated October 5, 2004 (Incorporated by reference to Exhibit
10.6 of the Company's Registration Statement on Form S-1
filed February 4, 2005, File No. 333-121321)
10.6 Letter of Intent by and between the Company and Alberta A.
Bryon, dated October 20, 2005 (Incorporated by reference to
Exhibit 10.7 of the Company's Registration Statement on Form
S-1/A filed February 4, 2005, File No. 333-121321)
10.7 Martin D. Ruikka, dba PRX Geographic(TM) Quotation, dated
May 3, 2004 (Incorporated by reference to Exhibit 10.8 of
the Company's Registration Statement on Form S-1/A filed
February 4, 2005, File No. 333-121321)
10.8 Martin D. Ruikka, dba PRX Geographic(TM) Invoice, dated May
3, 2004 (Incorporated by reference to Exhibit 10.9 of the
Company's Registration Statement on Form S-1/A filed
February 4, 2005, File No. 333-121321)
10.9 Master Loan Agreement, dated January 30, 2006, by and
between the Company and Farm Credit Services of America,
FLCA (Incorporated by reference to Exhibit 10.1 of the
Company's Current Report on Form 8-K, dated February 6,
2006)
10.10 Construction and Term Loan Supplement, dated January 30,
2006, by and between the Company and Farm Credit Services of
America, FLCA (Incorporated by reference to Exhibit 10.2 of
the Company's Current Report on Form 8-K, dated February 6,
2006)
10.11 Construction and Revolving Term Loan Supplement, dated
January 30, 2006, by and between the Company and Farm Credit
Services of America, FLCA (Incorporated by reference to
Exhibit 10.3 of the Company's Current Report on Form 8-K,
dated February 6, 2006)
10.12 Security Agreement, dated January 30, 2006, by and between
the Company and Farm Credit Services of America, FLCA
(Incorporated by reference to Exhibit 10.4 of the Company's
Current Report on Form 8-K, dated February 6, 2006)
10.13 Administrative Agency Agreement, dated January 30, 2006, by
and between the Company, Farm Credit Services of America,
FLCA and CoBank, ACB (Incorporated by reference to Exhibit
10.5 of the Company's Current Report on Form 8-K, dated
February 6, 2006)
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
10.14 Real Estate Mortgage and Financing Statement, dated January
30, by and between the Company and Farm Credit Services of
America, FLCA (Incorporated by reference to Exhibit 10.14 of
the Company's Annual Report on Form 10-K, dated November 30,
2005)
10.15 Lump Sum Design Build Agreement, dated January 13, 2006, by
and between the Company and Fagen, Inc. (certain portions of
the exhibit were omitted pursuant to a confidential
treatment request)
10.16 Allowance Contract, by and between the Company and BNSF
Railway Company, dated January 26, 2006 (Incorporated by
reference to Exhibit 10.16 of the Company's Annual Report on
Form 10-K, dated November 30, 2005)
10.17 Share Exchange Agreement, dated February 22, 2006, by and
between the Company and the parties identified therein
(Incorporated by reference to Exhibit 10.17 of the Company's
Annual Report on Form 10-K, dated November 30, 2005)
21.1 Schedule of Subsidiaries (Incorporated by reference to
Exhibit 21.1 of the Company's Annual Report on Form 10-K,
dated November 30, 2005)
31.1 Certification by Barry A. Ellsworth under Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification by Dan Christensen under Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 Certification of Barry A. Ellsworth pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of Dan Christensen pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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Green Plains (GPRE)
Filed: 9 Jun 06, 12:00am