Debt | 7. DEBT The principal balances of the components of long-term debt are as follows (in thousands): June 30, December 31, 2015 2014 Green Plains Fairmont and Green Plains Wood River: $62.5 million term loan $ - $ Green Plains Holdings II: $46.8 million term loans - $20.0 million revolving term loan - Green Plains Obion: $37.4 million revolving term loan - Green Plains Processing: $345.0 million term loan Green Plains Superior: $15.6 million revolving term loan - Corporate: $120.0 million convertible notes Other Total long-term debt Less: current portion of long-term debt Long-term debt $ $ Short-term notes payable and other borrowings at June 30, 2015 included working capital revolvers at Green Plains Cattle, Green Plains Grain and Green Plains Trade with outstanding b alanc es of $81.4 million, $ 47.0 million and $ 71.2 million, respectively. Short-term notes payable and other borrowings at Decem ber 31, 2014 included working capital revolvers at Green Plains Cattle, Green Plains Grain and Green Plains Trade with outstanding balances of $77.0 million, $ 37.0 million and $ 95.9 million, respectively. Ethanol Production Segment During the second quarter of 2015, Green Plains Processing LLC (“Green Plains Processing”), a wholly-owned subsidiary of the Company, amended its senior secured credit facility to increase the outstanding borrowings by $120.0 million. The proceeds were primarily used to refinance debt outstanding, with maturity dates ranging from November 2015 to May 2020, at certain of the Company’s subsidiaries (that are now subsidiaries of the Green Plains Processing), which include Green Plains Holdings II LLC, Green Plains Obion LLC, Green Plains Superior LLC, Green Plains Fairmont LLC and G reen Plains Wood River LLC, to pay fees and expenses in connection therewith and for general corporate purposes. The $345.0 million senior secured credit facility is guaranteed by the Company and each of the subsidiaries of Green Plains Processing , and secured by the stock and substan tially all of the assets of Green Plains Processing and its subsidiaries. The credit facility bears interest at a rate equal to 5.5% plus LIBOR, subject to a 1.0% floor . At June 30, 2015, the interest rate on this term debt was 6.5% . Commencing in the third quarter of 2015, scheduled principal payments are $0.9 million each quarter. The terms of the credit facility require the Borrower to maintain a maximum total leverage ratio at the end of each fiscal quarter of not more than 4.00 to 1.00, initially, decreasing to 3.25 to 1.00 over t he life of the credit facility. The terms of the credit f acility also require a minimum fixed charge coverage r atio of 1.25 to 1.00. The credit facility has a provision that requires the Company to make quarterly special payments of 50% to 75% of the available free cash flow from the entity’s operations subject to certain limitations. Agribusiness Segment Green Plains Grain has a $ 125.0 million senior secured asset-based revolving credit facility with various lenders to provide for working capital financing. The lenders will make loans up to the maximum commitment based on eligible collateral. The amount of eligible collateral is determined by a calculated borrowing base value equal to the sum of percentages of eligible cash, eligible receivables and eligible inventories, less certain miscellaneous adjustments. Advances are subject to interest charges at a rate per annum e qual to the LIBOR rate plus 2.25% or the base rate plus 3.25% . The revolving cre dit facility matures on August 26, 2016 . The revolvi ng credit facility includes total revolving credit c ommitments of $ 125.0 million and an accordion feature whereby amounts available under the facility may be increased by up to $ 75.0 million of new lender commitments upon agent approval. The facility also allows for additional seasonal borrowings up to $50.0 million. The total commitments outstanding under the facility cannot exceed $250.0 million. As security for the Green Plains Grain revolving credit facility, the lender s received a first priority lien on certain cash, inventory, accounts receivable a nd other assets owned by subsidiaries within the agribusiness segme nt. The terms of the credit facility include various affirmative covenants and negative covenants , including maintenance of working capital of $19.4 million for 2015 and maintenance of tangible net worth of $26.3 million for 2015. The credit facility also includes a capital expenditure limitation of $8.0 million annually, plus any equity contributions from the Company and any unused amount from the previous year . In addition, the credit facility requires maintenance of a fixed charge coverage r atio at the end of each fiscal quarter of 1.25 to 1.00 and an annual leverage r atio at the end of each fiscal quarter of 6.00 to 1.00. T his revolving credit facility also contains restrictions on distributions with respect to capital stock, with exceptions for distributions of up to 40% of net profit bef ore tax, subject to certain conditions. Green Plains Cattle has a $100.0 million senior secured asset-based revolving credit facility with various lenders to provide for working capital financing for the cattle feedlot operations. The lenders will make loans up to the maximum commitment based on eligible collateral. The amount of eligible collateral is determined by a calculated borrowing base value equal to the sum of percentages of eligible receivables, eligible inventories and eligible other current assets, less certain miscellaneous adjustments. Advances are subject to interest charges at a variable rate per annum equal to the LIBOR rate for the outstanding period plus 3.00% , 2.50% , or 2.00% , depending up on availability . The revolving credit facility matures on October 31, 2017. The revolving credit facility includes total revolving credit commitments of $100.0 million and an accordion feature whereby amounts available under the facility may be increased by up to $50.0 million of new lender commitments upon agent approval. As security for the Green Plains Cattle revolving credit facility, the lender s received a first priority lien on certain cash, inventory, accounts receivable, property and equipment and other assets owned by Green Plains Cattle. The terms of the credit facility include affirmative covenants and negative covenants , including maintenance of working capital of $15.0 million for 2015, maintenance of net worth of $20. 3 million for 2015 and maintenance of a total debt to tangible net worth ratio of 3.50 to 1.00 . The credit facility also includes an annual capital expenditure limitation of $3.0 million , plus any unused amount from the previous year. Marketing and Distribution Segment Green Plains Trade has a $ 150.0 million senior secured asset-based revolving credit facility with various lenders to provide for working capital financing. The lenders will make loans up to $150.0 million based on eligible collateral. The amount of eligible collateral is determined by a calculated borro wing base value equal to the sum of percentages of eligible receivables and eligible inventories, less certain miscellaneous adjustments. The outstanding balance, if any, is subject to interest charges at the lender’s floating base rate plus the applicable margin or LIBOR plus the applicable margin. The revolving credit facility matures on November 26, 2019 . In addition to other customary covenants, this revolving credit facility contains restrictions on distributions with respect to capital stock, with exceptions for distributions with respect to tax obligations, subject to certain conditions, whereby distributions may be made in an amount up to 50% of net income if (a) undrawn availability under this facility, on a pro forma basis, is greater than $10.0 million for the preceding 30 days and (b) as of the date of the distribution, the borrower would be in compliance with the fixed charge coverage ratio on a pro forma basis. The loan agreement includes affirmative covenants and negative covenants including maintenance of a fixed charge coverage ratio of 1.15 to 1.00 and capital expenditure limitation of $1.0 million annually. At June 30, 2015 , Green Plains Trade had $11.1 million pr esented as restricted cash on the consolidated balance sheet , the use of which was restricted for repayment towards the outstanding loan balance. Corporate Activities In September 2013, the Company issued $120.0 million of 3.25% Convertible Senior Notes due 2018, or the 3.25% Notes. The 3.25% Notes represent senior, unsecured obligations of the Company, with interest payable on April 1 and October 1 of each year. At the time the Company issued the 3.25% Notes, it was only permitted to settle conversions with shares of its common stock. The Company received shareholder approval at its 2014 annual meeting, held in the second quarter, to allow for flexible settlement which gives it the option to settle conversions in cash, shares of common stock, or any combination thereof. The Company intends to satisfy conversion of the 3.25% Notes with cash for the principal amount of the debt and cash or shares of common stock for any related conversion premium. The 3.25% Notes contain liability and equity components which were bifurcated and accounted for separately. The liability component of the 3.25% Notes, as of the issuance date, was calculated by estimating the fair value of a similar liability issued at an 8.21% effective interest rate, which was determined by considering the rate of return investors would require for comparable debt of the Company without conversion rights. The amount of the equity component was calculated by deducting the fair value of the liability component from the principal amount of the 3.25% Notes, resulting in the initial recognition of $24.5 million as debt discount costs recorded in additional paid-in capital. The carrying amount of the 3.25% Notes will be accreted to the principal amount over the remaining term to maturity, and the Company will record a corresponding amount of noncash interest expense. Additionally, the Company incurred debt issuance costs of $5.1 million related to the 3.25% Notes and allocated $4.0 million of debt issuance costs to the liability component of the 3.25% Notes. These costs will be amortized to noncash interest expense over the five -year term of the 3.25% Notes. Prior to April 1, 2018, the 3.25% Notes will not be convertible unless certain cond itions are satisfied. The conversion rate is subject to adjustment upon the occurrence of certain events, including the payment of a quarterly cash dividend that exceeds $0.04 per share. As a result, the conversion rate was recently adjusted t o 48.1992 s hares of common stock per $1,000 principal amount of 3.25% Notes, which is equal to a current conversion price of approxim ately $20.75 per shar e. 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 calling the 3.25% Notes for redemption. The Company may redeem for cash all, but not less than all, of the 3.25% Notes at any time on or after October 1, 2016 if the sale price of the Company's common stock equals or exceeds 140% of the applicable conversion price for a specified time period ending on the trading day immediately prior to the date the Company delivers notice of the redemption. The redemption price will equal 100% of the principal amount of the 3.25% Notes, plus any accrued and unpaid interest. In addition, upon the occurrence of a fundamental change, such as a change in control, holders of the 3.25% Notes will have the right, at their option, to require the Company to repurchase their 3.25% Notes in cash at a price equal to 100% of the principal amount of the 3.25% Notes to be repurchased, plus accrued and unpaid interest. Default with respect to any loan in excess of $10.0 million constitutes an event of default under the 3.25% Notes, which could result in the 3.25% Notes being declared due and payable. Covenant Compliance The Company, including all of its subsidiaries, was in compliance with its debt covenants as of June 30, 2015 . Capitalized Interest The Compan y had $ 218 thousand and $393 thousand in capitalize d interest during the three and six months ended June 30, 2015 . Restricted Net Assets At June 30, 2015 , there were approxim ately $ 701.5 million o f net assets at the Company’s subsidiaries that were not available to 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. |