Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 02, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-32924 | |
Entity Registrant Name | GREEN PLAINS INC. | |
Entity Incorporation, State or Country Code | IA | |
Entity Tax Identification Number | 84-1652107 | |
Entity Address, Address Line One | 1811 Aksarben Drive | |
Entity Address, City or Town | Omaha | |
Entity Address, State or Province | NE | |
Entity Address, Postal Zip Code | 68106 | |
City Area Code | 402 | |
Local Phone Number | 884-8700 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | GPRE | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 64,655,091 | |
Entity Central Index Key | 0001309402 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 195,554 | $ 349,574 |
Restricted cash | 29,540 | 29,188 |
Accounts receivable, net of allowances of $293 and $85, respectively | 99,067 | 94,446 |
Income taxes receivable | 1,072 | 822 |
Inventories | 187,983 | 215,810 |
Prepaid expenses and other | 20,957 | 23,118 |
Derivative financial instruments | 17,647 | 19,772 |
Total current assets | 551,820 | 732,730 |
Property and equipment, net of accumulated depreciation and amortization of $721,119 and $686,077, respectively | 1,019,359 | 1,021,928 |
Operating lease right-of-use assets | 73,077 | 73,993 |
Other assets | 119,344 | 110,671 |
Total assets | 1,763,600 | 1,939,322 |
Current liabilities | ||
Accounts payable | 109,329 | 186,643 |
Accrued and other liabilities | 52,080 | 57,029 |
Derivative financial instruments | 16,783 | 10,577 |
Operating lease current liabilities | 23,863 | 22,908 |
Short-term notes payable and other borrowings | 124,579 | 105,973 |
Current maturities of long-term debt | 1,830 | 1,832 |
Total current liabilities | 328,464 | 384,962 |
Long-term debt | 483,773 | 491,918 |
Operating lease long-term liabilities | 52,071 | 53,879 |
Other liabilities | 18,431 | 18,507 |
Total liabilities | 882,739 | 949,266 |
Commitments and contingencies (Note 13) | ||
Stockholders' equity | ||
Common stock, $0.001 par value; 150,000,000 shares authorized; 67,460,745 and 62,326,622 shares issued, and 64,655,686 and 59,521,563 shares outstanding, respectively | 67 | 62 |
Additional paid-in capital | 1,212,845 | 1,113,806 |
Retained deficit | (311,563) | (235,801) |
Accumulated other comprehensive loss | (2,807) | (3,160) |
Treasury stock, 2,805,059 shares | (31,174) | (31,174) |
Total Green Plains stockholders' equity | 867,368 | 843,733 |
Noncontrolling interests | 13,493 | 146,323 |
Total stockholders' equity | 880,861 | 990,056 |
Total liabilities and stockholders' equity | $ 1,763,600 | $ 1,939,322 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 293 | $ 85 |
Property and equipment, accumulated depreciation and amortization | $ 721,119 | $ 686,077 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, issued (in shares) | 67,460,745 | 62,326,622 |
Common stock, outstanding (in shares) | 64,655,686 | 59,521,563 |
Treasury stock (in shares) | 2,805,059 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Revenues | $ 618,825 | $ 857,632 | $ 1,216,039 | $ 1,690,581 |
Costs and expenses | ||||
Cost of goods sold (excluding depreciation and amortization expenses reflected below) | 581,002 | 842,161 | 1,169,849 | 1,674,419 |
Selling, general and administrative expenses | 33,950 | 33,325 | 65,719 | 65,170 |
Depreciation and amortization expenses | 21,584 | 24,626 | 43,071 | 50,012 |
Total costs and expenses | 636,536 | 900,112 | 1,278,639 | 1,789,601 |
Operating loss | (17,711) | (42,480) | (62,600) | (99,020) |
Other income (expense) | ||||
Interest income | 1,490 | 2,771 | 4,000 | 5,936 |
Interest expense | (7,494) | (9,741) | (15,280) | (19,479) |
Other, net | 345 | (161) | 794 | 28 |
Total other income (expense) | (5,659) | (7,131) | (10,486) | (13,515) |
Loss before income taxes and (loss) income from equity method investees | (23,370) | (49,611) | (73,086) | (112,535) |
Income tax benefit (expense) | 273 | 1,019 | (56) | (2,410) |
(Loss) income from equity method investees | (941) | 272 | (2,018) | 376 |
Net loss | (24,038) | (48,320) | (75,160) | (114,569) |
Net income attributable to noncontrolling interests | 312 | 4,284 | 602 | 8,359 |
Net loss attributable to Green Plains | $ (24,350) | $ (52,604) | $ (75,762) | $ (122,928) |
Earnings per share | ||||
Net income (loss) attributable to Green Plains - basic (in dollars per share) | $ (0.38) | $ (0.89) | $ (1.19) | $ (2.09) |
EPS - diluted (in dollars per share) | $ (0.38) | $ (0.89) | $ (1.19) | $ (2.09) |
Weighted average shares outstanding | ||||
Basic (in shares) | 63,933 | 58,874 | 63,637 | 58,714 |
Diluted (in shares) | 63,933 | 58,874 | 63,637 | 58,714 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (24,038) | $ (48,320) | $ (75,160) | $ (114,569) |
Other comprehensive income (loss), net of tax: | ||||
Unrealized (losses) gains on derivatives arising during the period, net of tax benefit (expense) of $206, ($222), $2,122 and $3,801, respectively | (657) | 710 | (6,700) | (12,078) |
Reclassification of realized losses on derivatives, net of tax benefit of ($550), ($1,134), ($2,232) and ($1,669), respectively | 1,748 | 3,602 | 7,053 | 5,303 |
Other comprehensive loss, net of tax | 1,091 | 4,312 | 353 | (6,775) |
Comprehensive income (loss) | (22,947) | (44,008) | (74,807) | (121,344) |
Comprehensive income attributable to noncontrolling interests | 312 | 4,284 | 602 | 8,359 |
Comprehensive loss attributable to Green Plains | $ (23,259) | $ (48,292) | $ (75,409) | $ (129,703) |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Tax (expense) benefit on unrealized gains (losses) on derivatives arising during the period | $ 206 | $ (222) | $ 2,122 | $ 3,801 |
Tax (expense) benefit on reclassification of realized losses (gains) on derivatives | $ (550) | $ (1,134) | $ (2,232) | $ (1,669) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities | ||
Net loss | $ (75,160) | $ (114,569) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 43,071 | 50,012 |
Amortization of debt issuance costs and non-cash interest expense | 1,113 | 1,525 |
Inventory lower of cost or net realizable value adjustment | 0 | 9,545 |
Deferred income taxes | (111) | 2,131 |
Stock-based compensation | 6,591 | 6,677 |
Loss (income) from equity method investees | 2,018 | (376) |
Other | 1,625 | 1,472 |
Changes in operating assets and liabilities | ||
Accounts receivable | (4,829) | (23,850) |
Inventories | 27,827 | 9,947 |
Derivative financial instruments | 8,795 | 5,121 |
Prepaid expenses and other assets | 2,161 | (750) |
Accounts payable and accrued liabilities | (80,001) | (115,919) |
Current income taxes | 837 | 1,299 |
Other | 346 | (698) |
Net cash used in operating activities | (65,717) | (168,433) |
Cash flows from investing activities: | ||
Purchases of property and equipment, net | (39,484) | (48,902) |
Investment in equity method investees | (16,023) | (8,696) |
Net cash used in investing activities | (55,507) | (57,598) |
Cash flows from financing activities | ||
Payments of principal on long-term debt | (7,849) | (2,420) |
Proceeds from short-term borrowings | 338,384 | 761,455 |
Payments on short-term borrowings | (320,185) | (652,740) |
Debt prepayment cost | (29,196) | 0 |
Payments of transaction costs | (5,951) | 0 |
Payments of dividends and distributions | 0 | (11,802) |
Payments of loan fees | 0 | (16) |
Payments related to tax withholdings for stock-based compensation | (4,587) | (8,938) |
Other financing activities | (3,060) | 0 |
Net cash provided by (used in) financing activities | (32,444) | 85,539 |
Net change in cash and cash equivalents, and restricted cash | (153,668) | (140,492) |
Cash, cash equivalents and restricted cash, beginning of period | 378,762 | 500,276 |
Cash, cash equivalents and restricted cash, end of period | 225,094 | 359,784 |
Reconciliation of total cash and cash equivalents, and restricted cash | ||
Cash and cash equivalents | 195,554 | 312,858 |
Restricted cash | 29,540 | 46,926 |
Total cash and cash equivalents, and restricted cash | 225,094 | 359,784 |
Supplemental disclosures of cash flow | ||
Cash paid for income taxes, net | 533 | 721 |
Cash paid for interest | 14,452 | 17,717 |
Capital expenditures in accounts payable | 6,292 | 5,979 |
Issuance of common stock as a result of the Merger | 5 | 0 |
Non-cash extinguishment of non-controlling interest within additional paid-in capital | 133,765 | 0 |
Non-cash ARO additions | $ 1,037 | $ 2,930 |
Basis of Presentation, Descript
Basis of Presentation, Description of Business and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation, Description of Business and Summary of Significant Accounting Policies | 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. On January 9, 2024, the transactions contemplated by the Merger Agreement were completed and the company acquired all of the publicly held common units of the partnership not already owned by the company and its affiliates. Refer to Note 3 - Acquisition included herein for more information. The company also owns a majority interest in FQT, with their results being consolidated in our consolidated financial statements. The accompanying 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, 2023, filed with the SEC on February 9, 2024. 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. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications did not affect total revenues, costs and expenses or net income, but increased cost of goods sold and decreased gross margin, within the ethanol production segment. Costs historically reported as operations and maintenance expenses in the consolidated statements of operations are now being reported within cost of goods sold. 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 derivative financial instruments and accounting for income taxes, are impacted significantly by judgments, assumptions and estimates used in the preparation of the consolidated financial statements. Description of Business The company operates within two operating segments: (1) ethanol production, which includes the production, storage and transportation of ethanol, distillers grains, Ultra-High Protein and renewable corn oil and (2) agribusiness and energy services, which includes grain handling and storage, commodity marketing and merchant trading for company-produced and third-party ethanol, distillers grains, renewable corn oil, natural gas and other commodities. As a result of the Merger, the partnership's operations are included in the ethanol production operating segment. 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. To the degree these segregated balances are cash and cash equivalents, they are considered restricted cash on the consolidated balance sheets. Revenue Recognition The company recognizes revenue when obligations under the terms of a contract with a customer are satisfied. Generally this occurs with the transfer of control of products or services. Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing services. Sales, value add, and other taxes the company collects concurrent with revenue-producing activities are excluded from revenue. Sales of ethanol, distillers grains, Ultra-High Protein, renewable corn oil, natural gas and other commodities by the company’s marketing business are recognized when obligations under the terms of a contract with a customer are satisfied. Generally, this occurs with the transfer of control of products or services. Revenues related to marketing for third parties are presented on a gross basis as the company controls the product prior to the sale to the end customer, takes title of the product and has inventory risk. Unearned revenue is recorded for goods in transit when the company has received payment but control has not yet been transferred to the customer. Revenues for receiving, storing, transferring and transporting ethanol and other fuels are recognized when the product is delivered to the customer. The company routinely enters into physical-delivery energy commodity purchase and sale agreements. At times, the company settles these transactions by transferring its obligations to other counterparties rather than delivering the physical commodity. Revenues include net gains or losses from derivatives related to products sold while cost of goods sold includes net gains or losses from derivatives related to commodities purchased. Revenues also include realized gains and losses on related derivative financial instruments and reclassifications of realized gains and losses on cash flow hedges from accumulated other comprehensive income or loss. Sales of products are recognized when control of the product is transferred to the customer, which depends on the agreed upon shipment or delivery terms. Shipping and Handling Costs The company accounts for shipping and handling activities related to contracts with customers as costs to fulfill its promise to transfer the associated products. Accordingly, the company records customer payments associated with shipping and handling costs as a component of revenue, and classifies such costs as a component of cost of goods sold. Cost of Goods Sold Cost of goods sold includes materials, direct labor, shipping, plant overhead and transportation costs. Materials include the cost of corn feedstock, denaturant, and process chemicals. Corn feedstock costs include gains and losses on related derivative financial instruments not designated as cash flow hedges, inbound freight charges, inspection costs and transfer costs, as well as reclassifications of gains and losses on cash flow hedges from accumulated other comprehensive income or loss. Direct labor includes all compensation and related benefits of non-management personnel involved in production. Shipping costs incurred by the company, including railcar costs, are also reflected in cost of goods sold. Plant overhead consists primarily of plant utilities, repairs and maintenance and outbound freight charges. Transportation costs include railcar leases, freight and shipping of the company's products, as well as storage costs incurred at destination terminals. The company uses exchange-traded futures and options contracts and forward purchase and sale contracts to attempt to minimize the effect of price changes on ethanol, renewable corn oil, grain and natural gas. Exchange-traded futures and options contracts are valued at quoted market prices and settled predominantly in cash. The company is exposed to loss when counterparties default on forward purchase and sale contracts. Grain inventories held for sale and forward purchase and sale contracts are valued at market prices when available or other market quotes adjusted for basis differences, primarily in transportation, between the exchange-traded market and local market where the terms of the contract is based. Changes in forward purchase contracts and exchange-traded futures and options contracts are recognized as a component of cost of goods sold. Derivative Financial Instruments The company uses various derivative financial instruments, including exchange-traded futures and exchange-traded and over-the-counter options contracts, to attempt to minimize risk and the effect of commodity price changes including but not limited to, corn, ethanol, natural gas and other agricultural and energy products. The company monitors and manages this exposure as part of its overall risk management policy to reduce the adverse effect market volatility may have on its operating results. The company may hedge these commodities as one way to mitigate risk; however, there may be situations when these hedging activities themselves result in losses. By using derivatives to hedge exposures to changes in commodity prices, the company is exposed to credit and market risk. The company’s exposure to credit risk includes the counterparty’s failure to fulfill its performance obligations under the terms of the derivative contract. The company minimizes its credit risk by entering into transactions with high quality counterparties, limiting the amount of financial exposure it has with each counterparty and monitoring their financial condition. Market risk is the risk that the value of the financial instrument might be adversely affected by a change in commodity prices or interest rates. The company manages market risk by incorporating parameters to monitor exposure within its risk management strategy, which limits the types of derivative instruments and strategies the company can use and the degree of market risk it can take using derivative instruments. Forward contracts are recorded at fair value unless the contracts qualify for, and the company elects, normal purchase or sale exceptions. Changes in fair value are recorded in operating income unless the contracts qualify for, and the company elects, cash flow hedge accounting treatment. Certain qualifying derivatives related to ethanol production and agribusiness and energy services are designated as cash flow hedges. The company evaluates the derivative instrument to ascertain its effectiveness prior to entering into cash flow hedges. Unrealized gains and losses are reflected in accumulated other comprehensive income or loss until the gain or loss from the underlying hedged transaction is realized and the physical transaction is completed. When it becomes probable a forecasted transaction will not occur, the cash flow hedge treatment is discontinued, which affects earnings. These derivative financial instruments are recognized in current assets or current liabilities at fair value. At times, the company hedges its exposure to changes in inventory values and designates qualifying derivatives as fair value hedges. The carrying amount of the hedged inventory is adjusted in the current period for changes in fair value. Estimated fair values carried at market are based on exchange-quoted prices, adjusted as appropriate for regional location basis values which represent differences in local markets including transportation as well as quality or grade differences. Basis values are generally determined using inputs from broker quotations or other market transactions. However, a portion of the value may be derived using unobservable inputs. Ineffectiveness of the hedges is recognized in the current period to the extent the change in fair value of the inventory is not offset by the change in fair value of the derivative. Investments in Equity Method Investees The company's equity method investments, which consist primarily of the company's 50% investment in GP Turnkey Tharaldson, including additional contributions during 2024, totaled $55.1 million and $41.7 million as of June 30, 2024 and December 31, 2023, respectively, and are reflected in other assets on the consolidated balance sheet. Interest capitalized related to our equity method investments for the six months ended June 30, 2024 totaled $0.8 million. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | REVENUE Revenue by Source The following tables disaggregate revenue by major source (in thousands): Three Months Ended June 30, 2024 Ethanol Production Agribusiness & Energy Eliminations Total Revenues Revenues from contracts with customers under ASC 606 Ethanol $ — $ — $ — $ — Distillers grains 23,279 518 — 23,797 Renewable corn oil — — — — Other 15,270 2,056 — 17,326 Intersegment revenues 1,179 75 (1,254) — Total revenues from contracts with customers 39,728 2,649 (1,254) 41,123 Revenues from contracts accounted for as derivatives under ASC 815 (1) Ethanol 387,096 86,123 — 473,219 Distillers grains 63,845 5,563 — 69,408 Renewable corn oil 33,405 — — 33,405 Other 1,369 301 — 1,670 Intersegment revenues — 6,313 (6,313) — Total revenues from contracts accounted for as derivatives 485,715 98,300 (6,313) 577,702 Total Revenues $ 525,443 $ 100,949 $ (7,567) $ 618,825 Six Months Ended June 30, 2024 Ethanol Production Agribusiness & Energy Eliminations Total Revenues Revenues from contracts with customers under ASC 606 Ethanol $ — $ — $ — $ — Distillers grains 48,079 518 — 48,597 Renewable corn oil — — — — Other 29,617 4,468 — 34,085 Intersegment revenues 2,392 164 (2,556) — Total revenues from contracts with customers 80,088 5,150 (2,556) 82,682 Revenues from contracts accounted for as derivatives under ASC 815 (1) Ethanol 737,208 159,498 — 896,706 Distillers grains 141,768 15,253 — 157,021 Renewable corn oil 67,565 — — 67,565 Other 4,473 7,592 — 12,065 Intersegment revenues — 12,452 (12,452) — Total revenues from contracts accounted for as derivatives 951,014 194,795 (12,452) 1,133,357 Total Revenues $ 1,031,102 $ 199,945 $ (15,008) $ 1,216,039 Three Months Ended June 30, 2023 Ethanol Production Agribusiness & Energy Eliminations Total Revenues Revenues from contracts with customers under ASC 606 Ethanol $ — $ — $ — $ — Distillers grains 20,027 — — 20,027 Renewable corn oil — — — — Other 9,473 1,822 — 11,295 Intersegment revenues 1,133 42 (1,175) — Total revenues from contracts with customers 30,633 1,864 (1,175) 31,322 Revenues from contracts accounted for as derivatives under ASC 815 (1) Ethanol 551,388 118,487 — 669,875 Distillers grains 101,533 11,452 — 112,985 Renewable corn oil 37,725 5 — 37,730 Other 7,656 (1,936) — 5,720 Intersegment revenues — 5,951 (5,951) — Total revenues from contracts accounted for as derivatives 698,302 133,959 (5,951) 826,310 Total Revenues $ 728,935 $ 135,823 $ (7,126) $ 857,632 Six Months Ended June 30, 2023 Ethanol Production Agribusiness & Energy Eliminations Total Revenues Revenues from contracts with customers under ASC 606 Ethanol $ — $ — $ — $ — Distillers grains 42,594 — — 42,594 Renewable corn oil — — — — Other 19,059 10,272 — 29,331 Intersegment revenues 2,238 94 (2,332) — Total revenues from contracts with customers 63,891 10,366 (2,332) 71,925 Revenues from contracts accounted for as derivatives under ASC 815 (1) Ethanol 1,049,575 207,126 — 1,256,701 Distillers grains 215,901 22,815 — 238,716 Renewable corn oil 82,021 721 — 82,742 Other 15,265 25,232 — 40,497 Intersegment revenues — 11,949 (11,949) — Total revenues from contracts accounted for as derivatives 1,362,762 267,843 (11,949) 1,618,656 Total Revenues $ 1,426,653 $ 278,209 $ (14,281) $ 1,690,581 (1) Revenues from contracts accounted for as derivatives represent physically settled derivative sales that are outside the scope of ASC 606. Major Customers Revenues from Customer A represented 13% and 14% of total revenues for the three and six months ended June 30, 2024, respectively, and revenues from Customer B represented 10% of total revenues for the three months ended June 30, 2024, recorded within the ethanol production segment. For the three and six months ended June 30, 2023, Customer A represented 15% and 14% of total revenues, respectively, and revenues from Customer B represented 11% of total revenues for the three months ended June 30, 2023, recorded within the ethanol production segment. |
ACQUISITION
ACQUISITION | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
ACQUISITION | ACQUISITION Green Plains Partners Merger On January 9, 2024, the transactions contemplated by the Merger Agreement were completed and the company issued approximately 4.7 million shares of common stock to acquire all of the publicly held common units of the partnership not already owned by the company prior to the Merger at a fixed exchange ratio of 0.405 shares of the company's common stock, par value $0.001 per share, along with $2.50 of cash consideration for each partnership common unit. The total consideration as a result of the Merger was $143.1 million, which was comprised of $29.2 million in cash and $113.9 million of common stock exchanged. As a result of the Merger, the partnership's common units are no longer publicly traded. The interests in the partnership owned by the company and its subsidiaries remain outstanding as limited partner interests in the surviving entity. The General Partner of the partnership will continue to own the non-economic general partner interest in the surviving entity. Since the company controlled the partnership prior to the Merger and continues to control the partnership after the Merger, the company accounted for the change in its ownership interest in the partnership as an equity transaction during the six months ended June 30, 2024, which is reflected as a reduction of non-controlling interest with a corresponding increase to common stock and additional paid-in capital. No gain or loss was recognized in the consolidated statements of operations as a result of the Merger. Prior to the effective time of the Merger on January 9, 2024, public unitholders owned a 49.2% limited partner interest, the company owned a 48.8% limited partner interest and a 2.0% general partner interest in the partnership. The earnings of the partnership that were attributed to its common units held by the public for the year ended December 31, 2023 are reflected in net income attributable to non-controlling interest in the consolidated statements of operations. For the six months ended June 30, 2024, the non-controlling interest attributed to the partnership common units held by the public of $133.8 million were recorded as a reduction of non-controlling interest with a corresponding increase to additional paid-in capital. The company incurred transaction costs of $5.5 million related to the Merger during the six months ended June 30, 2024 and $2.0 million during the year ended December 31, 2023. These costs were directly related to the Merger consisting primarily of financial advisory services, legal services and other professional fees, and were recorded as an offset to the issuance of common stock within additional paid-in capital. |
Fair Value Disclosures
Fair Value Disclosures | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | FAIR VALUE DISCLOSURES The following methods, assumptions and valuation techniques were used in estimating the fair value of the company’s financial instruments: Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities the company can access at the measurement date. Level 2 – directly or indirectly observable inputs such as quoted prices for similar assets or liabilities in active markets other than quoted prices included within Level 1, quoted prices for identical or similar assets in markets that are not active, and other inputs that are observable or can be substantially corroborated by observable market data through correlation or other means. Grain inventories held for sale in the agribusiness and energy services segment as well as forward commodity purchase and sale contracts are valued at nearby futures values, plus or minus nearby basis values, which represent differences in local markets, including transportation or commodity quality or grade differences. Level 3 – unobservable inputs that are supported by little or no market activity and comprise a significant component of the fair value of the assets or liabilities. The company currently does not have any recurring Level 3 financial instruments. Derivative contracts include exchange-traded commodity futures and options contracts and forward commodity purchase and sale contracts. Exchange-traded futures and options contracts are valued based on unadjusted quoted prices in active markets and are classified in Level 1. The majority of the company’s exchange-traded futures and options contracts are cash-settled on a daily basis. There have been no changes in valuation techniques and inputs used in measuring fair value. The company’s assets and liabilities by level are as follows (in thousands): Fair Value Measurements at June 30, 2024 Quoted Prices in Significant Other Total Assets Cash and cash equivalents $ 195,554 $ — $ 195,554 Restricted cash 29,540 — 29,540 Inventories carried at market — 17,083 17,083 Derivative financial instruments - assets — 4,614 4,614 Total assets measured at fair value $ 225,094 $ 21,697 $ 246,791 Liabilities Accounts payable (1) $ — $ 30,144 $ 30,144 Accrued and other liabilities (2) — 3,337 3,337 Derivative financial instruments - liabilities — 16,783 16,783 Other liabilities (2) — 1,612 1,612 Total liabilities measured at fair value $ — $ 51,876 $ 51,876 Fair Value Measurements at December 31, 2023 Quoted Prices in Significant Other Total Assets Cash and cash equivalents $ 349,574 $ — $ 349,574 Restricted cash 29,188 — 29,188 Inventories carried at market — 45,898 45,898 Derivative financial instruments - assets — 13,311 13,311 Total assets measured at fair value $ 378,762 $ 59,209 $ 437,971 Liabilities Accounts payable (1) $ — $ 54,716 $ 54,716 Accrued and other liabilities (2) — 9,917 9,917 Derivative financial instruments - liabilities — 10,577 10,577 Other liabilities (2) — 659 659 Total liabilities measured at fair value $ — $ 75,869 $ 75,869 (1) Accounts payable is generally stated at historical amounts with the exception of $30.1 million and $54.7 million at June 30, 2024 and December 31, 2023, respectively, related to certain delivered inventory for which the payable fluctuates based on changes in commodity prices. These payables are hybrid financial instruments for which the company has elected the fair value option. (2) As of June 30, 2024 and December 31, 2023, respectively, accrued and other liabilities includes $3.3 million and $9.9 million and other liabilities includes $1.4 million and $0.7 million of consideration related to potential earn-out payments recorded at fair value. As of June 30, 2024, the fair value of the company’s debt was approximately $561.8 million compared with a book value of $610.2 million. At December 31, 2023, the fair value of the company’s debt was approximately $585.0 million compared with a book value of $599.7 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 $99.1 million and $94.4 million at June 30, 2024 and December 31, 2023, 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. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION The company reports the financial and operating performance for the following two operating segments: (1) ethanol production, which includes the production, storage and transportation of ethanol, distillers grains, Ultra-High Protein and renewable corn oil and (2) agribusiness and energy services, which includes grain handling and storage, commodity marketing and merchant trading for company-produced and third-party ethanol, distillers grains, Ultra-High Protein, renewable corn oil, natural gas and other commodities. As a result of the Merger, the partnership's operations are included in the ethanol production operating segment. The following changes were made to the company's operating segments: • The revenue and operating results from fuel storage and transportation services previously disclosed within the partnership segment are now included within the ethanol production segment. • Intersegment activities between the partnership and Green Plains Trade associated with ethanol storage and transportation services previously treated like third-party transactions and eliminated on a consolidated level are now eliminated within the ethanol production segment. Intersegment activities between the partnership and Green Plains Trade associated with terminal services transacted with the agribusiness and energy services segment will continue to be eliminated on a consolidated level. 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. 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 Six Months Ended 2024 2023 2024 2023 Revenues Ethanol production Revenues from external customers $ 524,264 $ 727,802 $ 1,028,710 $ 1,424,415 Intersegment revenues 1,179 1,133 2,392 2,238 Total segment revenues 525,443 728,935 1,031,102 1,426,653 Agribusiness and energy services Revenues from external customers 94,561 129,830 187,329 266,166 Intersegment revenues 6,388 5,993 12,616 12,043 Total segment revenues 100,949 135,823 199,945 278,209 Revenues including intersegment activity 626,392 864,758 1,231,047 1,704,862 Intersegment eliminations (7,567) (7,126) (15,008) (14,281) $ 618,825 $ 857,632 $ 1,216,039 $ 1,690,581 Refer to Note 2 - Revenue , for further disaggregation of revenue by operating segment. Three Months Ended Six Months Ended 2024 2023 2024 2023 Cost of goods sold Ethanol production (1) $ 495,053 $ 719,878 $ 1,003,355 $ 1,426,011 Agribusiness and energy services 93,516 129,409 181,502 262,689 Intersegment eliminations (7,567) (7,126) (15,008) (14,281) $ 581,002 $ 842,161 $ 1,169,849 $ 1,674,419 Three Months Ended Six Months Ended 2024 2023 2024 2023 Gross margin Ethanol production (1) $ 30,390 $ 9,057 $ 27,747 $ 642 Agribusiness and energy services 7,433 6,414 18,443 15,520 $ 37,823 $ 15,471 $ 46,190 $ 16,162 Three Months Ended Six Months Ended 2024 2023 2024 2023 Depreciation and amortization Ethanol production $ 20,544 $ 23,253 $ 41,078 $ 47,007 Agribusiness and energy services 497 536 1,002 1,349 Corporate activities 543 837 991 1,656 $ 21,584 $ 24,626 $ 43,071 $ 50,012 Three Months Ended Six Months Ended 2024 2023 2024 2023 Operating income (loss) Ethanol production (2) $ (2,213) $ (25,139) $ (35,866) $ (67,089) Agribusiness and energy services 2,166 2,173 8,170 6,299 Corporate activities (17,664) (19,514) (34,904) (38,230) $ (17,711) $ (42,480) $ (62,600) $ (99,020) (1) Costs historically reported as operations and maintenance expenses in the consolidated statements of operations are now being reported within cost of goods sold, resulting in increased cost of goods sold and decreased gross margin within the ethanol production segment. (2) Operating loss for ethanol production includes an inventory lower of average cost or net realizable value adjustment of $9.5 million for the three and six months ended June 30, 2023. The following table sets forth total assets by operating segment (in thousands): June 30, December 31, Total assets (1) Ethanol production $ 1,295,412 $ 1,275,562 Agribusiness and energy services 362,445 413,937 Corporate assets 109,982 254,300 Intersegment eliminations (4,239) (4,477) $ 1,763,600 $ 1,939,322 (1) |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Inventories are carried at the lower of cost or net realizable value, except fair-value hedged inventories. Raw materials and finished goods inventories are valued under the first in, first out (FIFO) or weighted average cost method at the lower of average cost or net realizable value. The company recorded a $2.6 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, 2023. The components of inventories are as follows (in thousands): June 30, December 31, Finished goods $ 70,922 $ 73,975 Commodities held for sale 17,083 45,898 Raw materials 32,751 32,820 Work-in-process 14,255 14,454 Supplies and parts 52,972 48,663 $ 187,983 $ 215,810 |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | DERIVATIVE FINANCIAL INSTRUMENTS At June 30, 2024, the company’s consolidated balance sheet reflected unrealized losses of $2.8 million, net of tax, in accumulated other comprehensive loss. The company expects these items will be reclassified as operating loss over the next 12 months as a result of hedged transactions that are forecasted to occur. The amount realized in operating 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' Liability Derivatives' June 30, December 31, June 30, December 31, Derivative financial instruments - forwards $ 4,614 (1) $ 13,311 (2) $ 16,783 $ 10,577 Other liabilities — — 209 2 Total $ 4,614 $ 13,311 $ 16,992 $ 10,579 (1) At June 30, 2024, derivative financial instruments, as reflected on the balance sheet, includes net unrealized gains on exchange-traded futures and options contracts of $13.0 million, which included $0.2 million of net unrealized losses on derivative financial instruments designated as cash flow hedging instruments, $0.8 million of unrealized gains on derivative financial instruments designated as fair value hedging instruments, and the balance representing economic hedges. (2) At December 31, 2023, derivative financial instruments, as reflected on the balance sheet, includes net unrealized gains on exchange-traded futures and options contracts of $6.5 million, which include $0.7 million of net unrealized gains on derivative financial instruments designated as cash flow hedging instruments, $0.7 million of unrealized gains on derivative financial instruments designated as fair value hedging instruments, and the balance representing economic hedges. Refer to Note 4 - Fair Value Disclosures , which contains fair value information related to derivative financial instruments. 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 Three Months Ended Six Months Ended 2024 2023 2024 2023 Revenues $ — $ (1,518) $ 3,736 $ (1,518) Cost of goods sold (2,298) (3,218) (13,021) (5,454) Net loss recognized in loss before income taxes $ (2,298) $ (4,736) $ (9,285) $ (6,972) Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives Gain (Loss) Recognized in Other Comprehensive Income on Three Months Ended Six Months Ended 2024 2023 2024 2023 Commodity contracts $ (863) $ 932 $ (8,822) $ (15,879) A portion of the company’s derivative instruments are considered economic hedges and as such are not designated as hedging instruments. The company uses exchange-traded futures and options contracts to manage its net position of product inventories and forward cash purchase and sales contracts to reduce price risk caused by market fluctuations. Derivatives, including exchange traded contracts and forward commodity purchase or sale contracts, and inventories of certain agricultural products, which include amounts acquired under deferred pricing contracts, are stated at fair value. Fair value estimates are based on exchange-quoted prices, adjusted as appropriate for regional location basis value, which represent differences in local markets including transportation as well as quality or grade differences. Amount of Gain (Loss) Derivatives Not Designated as Location of Gain (Loss) Recognized in Income Three Months Ended Six Months Ended 2024 2023 2024 2023 Exchange-traded futures and options Revenues $ (146) $ (3,269) $ (1,219) $ (11,145) Forwards Revenues (1,715) 3,967 (4,444) 4,626 Exchange-traded futures and options Cost of goods sold 8,617 25,367 11,654 33,733 Forwards Cost of goods sold (9,559) (32,713) (6,691) (32,287) Net gain (loss) recognized in income (loss) before income taxes $ (2,803) $ (6,648) $ (700) $ (5,073) The following amounts were recorded on the consolidated balance sheets related to cumulative basis adjustments for the fair value hedged items (in thousands): June 30, 2024 December 31, 2023 Line Item in the Consolidated Balance Sheet in Which the Hedged Item is Included Carrying Amount of the Hedged Assets Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Liabilities Carrying Amount of the Hedged Assets Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Liabilities Inventories $ 17,083 $ (1,373) $ 45,898 $ (1,104) Effect of Cash Flow and Fair Value Hedge Accounting on the Statements of Operations Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships for the Three Months Ended June 30, 2024 2023 Revenue Cost of Revenue Cost of Loss on cash flow hedging relationships Commodity contracts Amount of loss on exchange-traded futures reclassified from accumulated other comprehensive income into income $ — $ (2,298) $ (1,518) $ (3,218) Gain (loss) on fair value hedging relationships Commodity contracts Fair-value hedged inventories — 1,014 — (1,063) Exchange-traded futures designated as hedging instruments — (2,858) — 1,247 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 $ — $ (4,142) $ (1,518) $ (3,034) Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships for the Six Months Ended June 30, 2024 2023 Revenue Cost of Revenue Cost of 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 $ 3,736 $ (13,021) $ (1,518) $ (5,454) Gain (loss) on fair value hedging relationships Commodity contracts Fair-value hedged inventories — (3,347) — (10,420) Exchange-traded futures designated as hedging instruments — 2,404 — 11,925 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 $ 3,736 $ (13,964) $ (1,518) $ (3,949) The notional volume of open commodity derivative positions as of June 30, 2024, are as follows (in thousands): Exchange-Traded (1) Non-Exchange-Traded (2) Derivative Net Long & Long (Short) Unit of Commodity Futures (18,380) Bushels Corn Futures 12,300 (3) Bushels Corn Futures (660) (4) Bushels Corn Futures (3,864) Gallons Ethanol Futures (34,230) (3) Gallons Ethanol Futures (1,958) MmBTU Natural Gas Futures 9,513 (3) MmBTU Natural Gas Futures (5,760) (4) MmBTU Natural Gas Futures 13 Tons Soybean Meal Options 961 Bushels Soybeans Forwards 25,289 — Bushels Corn Forwards — (226,298) Gallons Ethanol Forwards 124 (231) Tons Distillers Grains Forwards — (58,803) Pounds Renewable Corn Oil Forwards 8,788 (12) 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 $0.5 million and net gains of $2.3 million for the three and six months ended June 30, 2024, respectively, and net gains of $0.4 million and $4.2 million for the three and six months ended June 30, 2023, respectively, on energy trading contracts. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt | DEBT The components of long-term debt are as follows (in thousands): June 30, December 31, Corporate 2.25% convertible notes due 2027 (1) $ 230,000 $ 230,000 Green Plains SPE LLC $125.0 million junior secured mezzanine notes due 2026 (2) 125,000 125,000 Green Plains Shenandoah $75.0 million loan agreement (3) 72,375 73,125 Green Plains Partners $60.0 million term loan (4) 52,969 55,969 Other 9,465 14,669 Total book value of long-term debt 489,809 498,763 Unamortized debt issuance costs (4,206) (5,013) Less: current maturities of long-term debt (1,830) (1,832) Total long-term debt $ 483,773 $ 491,918 (1) The 2.25% notes had $3.4 million and $4.0 million of unamortized debt issuance costs as of June 30, 2024 and December 31, 2023, respectively. (2) The junior notes had $0.3 million and $0.4 million of unamortized debt issuance costs as of June 30, 2024 and December 31, 2023, respectively. (3) The loan had $0.3 million of unamortized debt issuance costs as of both June 30, 2024 and December 31, 2023. (4) The term loan had $0.2 million and $0.3 million of unamortized debt issuance costs as of June 30, 2024 and December 31, 2023, respectively. The components of short-term notes payable and other borrowings are as follows (in thousands): June 30, December 31, Green Plains Finance Company, Green Plains Grain and Green Plains Trade $350.0 million revolver $ 120,000 $ 99,000 Green Plains Commodity Management $40.0 million hedge line 4,579 6,973 $ 124,579 $ 105,973 Corporate Activities In March 2021, the company issued an aggregate $230.0 million of 2.25% convertible senior notes due on March 15, 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 2.25% notes are senior, unsecured obligations of the company. The 2.25% notes are convertible, at the option of the holders, into consideration consisting of, at the company’s election, cash, shares of the company’s common stock, or a combination of cash and stock (and cash in lieu of fractional shares). However, before September 15, 2026, the 2.25% notes will not be convertible unless certain conditions are satisfied. The initial conversion rate is 31.6206 shares of the company’s common stock per $1,000 principal amount of 2.25% notes (equivalent to an initial conversion price of approximately $31.62 per share of the company’s common stock), representing an approximately 37.5% premium over the offering price of the company’s common stock. The conversion rate is subject to adjustment upon the occurrence of certain events, including but not limited to; the event of a stock dividend or stock split; the issuance of additional rights, options and warrants; spinoffs; or a tender or exchange offering. In addition, the company may be obligated to increase the conversion rate for any conversion that occurs in connection with certain corporate events, including the company’s calling the 2.25% notes for redemption. On and after March 15, 2024, and prior to the maturity date, the company may redeem, for cash, all, but not less than all, of the 2.25% notes if the last reported sale price of the company’s common stock equals or exceeds 140% of the applicable conversion price on (i) at least 20 trading days during a 30 consecutive trading day period ending on the trading day immediately prior to the date the company delivers notice of the redemption; and (ii) the trading day immediately before the date of the redemption notice. The redemption price will equal 100% of the principal amount of the 2.25% notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. In addition, upon the occurrence of a “fundamental change” (as defined in the indenture for the 2.25% notes), holders of the 2.25% notes will have the right, at their option, to require the company to repurchase their 2.25% notes for cash at a price equal to 100% of the principal amount of the 2.25% notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. Ethanol Production Segment On February 9, 2021, Green Plains SPE LLC, a wholly-owned special purpose subsidiary and parent of Green Plains Obion and Green Plains Mount Vernon, issued $125.0 million of junior secured mezzanine notes due 2026 (the “Junior Notes”) with BlackRock, a holder of a portion of the company’s common stock. The Junior Notes 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, Green Plains SPE LLC may elect to pay an amount in cash equal to interest accruing at a rate of 6.00% per annum plus an amount equal to interest accruing at a rate of 6.75% per annum to be paid in kind. The entire outstanding principal balance, plus any accrued and unpaid interest is due upon maturity. Green Plains SPE LLC is required to comply with certain financial covenants regarding minimum liquidity at Green Plains and a maximum aggregate loan to value. The Junior Notes can be retired or refinanced after 42 months with no prepayment premium. The Junior Notes have an unsecured parent guarantee from the company and have certain limitations on distributions, dividends or loans to the company unless there will not exist any event of default. On September 3, 2020, Green Plains Wood River and Green Plains Shenandoah, wholly-owned subsidiaries of the company, entered into a $75.0 million loan agreement with MetLife Real Estate Lending LLC. The loan matures on September 1, 2035 and is secured by substantially all of the assets of the Shenandoah facility. During the second quarter of 2024, the agreement was modified to remove the Wood River facility from the assets considered to be secured under the loan agreement and Green Plains Wood River was removed as a counterparty to the loan agreement. The proceeds from the loan were used to add MSC™ technology at the Wood River and Shenandoah facilities as well as other capital expenditures. The loan bears interest at a fixed rate of 5.02%, plus an interest rate premium 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 Shenandoah. Principal payments of $1.5 million per year began in October 2022. 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 $90.3 million. The loan is guaranteed by the company and has certain limitations on distributions, dividends or loans to Green Plains by Shenandoah unless immediately after giving effect to such action, there will not exist any event of default. At June 30, 2024, the interest rate on the loan was 5.02%. Green Plains Partners has a term loan to fund working capital, capital expenditures and other general partnership purposes. The term loan has a maturity date of July 20, 2026. Interest on the term loan is based on 3-month SOFR plus 8.26%, and is payable on the 15th day of each March, June, September and December. The term loan does not require any principal payments; however, the partnership has the option to prepay $1.5 million per quarter beginning twelve months after the closing date. The partnership repurchased $1.0 million of the outstanding notes during the six months ended June 30, 2023. Prepayments totaling $1.5 million and $3.0 million were made during the three and six months ended June 30, 2024, respectively. 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 June 30, 2024, the interest rate on the term loan was 13.60%. The company also has small equipment financing loans, finance leases on equipment or facilities, and other forms of debt financing. Agribusiness and Energy Services Segment On March 25, 2022, Green Plains Finance Company, Green Plains Grain and Green Plains Trade (collectively, the “Borrowers”), all wholly owned subsidiaries of the company, together with the company, as guarantor, entered into a five-year, $350.0 million senior secured sustainability-linked revolving Loan and Security Agreement (the “Facility”) with a group of financial institutions. This transaction refinanced the separate credit facilities previously held by Green Plains Grain and Green Plains Trade. The Facility matures on March 25, 2027. The Facility includes revolving commitments totaling $350.0 million and an accordion feature whereby amounts available under the Facility may be increased by up to $100.0 million of new lender commitments subject to certain conditions. Each SOFR rate loan shall bear interest for each day at a rate per annum equal to the Term SOFR rate for the outstanding period plus a Term SOFR adjustment and an applicable margin of 2.25% to 2.50%, which is dependent on undrawn availability under the Facility. Each base rate loan shall bear interest at a rate per annum equal to the base rate plus the applicable margin of 1.25% to 1.50%, which is dependent on undrawn availability under the Facility. The unused portion of the Facility is also subject to a commitment fee of 0.275% to 0.375%, dependent on undrawn availability. Additionally, the applicable margin and commitment fee are subject to certain increases or decreases of up to 0.10% and 0.025%, respectively, tied to the company’s achievement of certain sustainability criteria, including the reduction of GHG emissions, recordable incident rate reduction, increased renewable corn oil production and the implementation of technology to produce sustainable ingredients. The Facility contains customary affirmative and negative covenants, as well as the following financial covenants to be calculated as of the last day of any month: the current ratio of the Borrowers shall not be less than 1.00 to 1.00; the collateral coverage ratio of the Borrowers shall not be less than 1.20 to 1.00; and the debt to capitalization ratio of the company shall not be greater than 0.60 to 1.00. The Facility also includes customary events of default, including without limitation, failure to make required payments of principal or interest, material incorrect representations and warranties, breach of covenants, events of bankruptcy and other certain matters. The Facility is secured by the working capital assets of the Borrowers and is guaranteed by the company. At June 30, 2024, the interest rate on the Facility was 8.74%. Green Plains Commodity Management has an uncommitted $40.0 million revolving credit facility to finance margins related to its hedging programs, which is secured by cash and securities held in its brokerage accounts. During the first quarter of 2023, this revolving credit facility was extended five years to mature on April 30, 2028. Advances are subject to variable interest rates equal to SOFR plus 1.75%. At June 30, 2024, the interest rate on the facility was 7.09%. Green Plains Grain has a short-term inventory financing agreement with a financial institution. The company has accounted for the agreement as short-term notes, rather than revenues, and has elected the fair value option to offset fluctuations in market prices of the inventory. This agreement is subject to negotiated variable interest rates. The company had no outstanding short-term notes payable related to the inventory financing agreement as of June 30, 2024. Covenant Compliance The company was in compliance with its debt covenants as of June 30, 2024. Restricted Net Assets At June 30, 2024, there were approximately $112.8 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. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 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 2.2 million shares remain available for issuance. The plan provides for shares, including options to purchase shares of common stock, stock appreciation rights tied to the value of common stock, restricted stock, performance share awards, and restricted and deferred stock unit awards, to be granted to eligible employees, non-employee directors and consultants. The company measures stock-based compensation at fair value on the grant date, with no adjustments for estimated forfeitures. The company records noncash compensation expense related to equity awards in its consolidated financial statements over the requisite period on a straight-line basis. Restricted Stock Awards and Deferred Stock Units The restricted non-vested stock awards and deferred stock units activity for the six months ended June 30, 2024 is as follows: Non-Vested Weighted- Weighted-Average Non-Vested at December 31, 2023 607,894 $ 30.79 Granted 454,875 20.32 Forfeited (5,162) 24.27 Vested (346,839) 29.38 Non-Vested at June 30, 2024 710,768 $ 24.82 2.1 Performance Share Awards On March 13, 2024, March 9, 2023, and March 14, 2022, 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 2024 include certain market-based factors requiring a Monte Carlo valuation model to estimate the fair value of the performance shares on the date of the grant. The weighted average assumptions used by the company in applying the Monte Carlo valuation model for performance share grants and related valuation include a risk-free interest rate of 4.44%, dividend yields of 0%, expected volatility of 54.6% and a closing stock price on the date of grant of $20.21, resulting in an estimated fair value of $25.23 per share. Performance shares granted in 2023 and 2022 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 2024, 2023 and 2022 awards are 1,077,144 performance shares which represents 200% of the 538,572 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 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. The performance shares were granted at a target of 100%, but each performance share was reduced or increased depending on results for the performance period. On February 16, 2024, based on the criteria discussed above, the 118,673 2021 performance shares vested at 115%, which resulted in the issuance of 136,475 shares of common stock. The non-vested performance share award activity for the six months ended June 30, 2024, is as follows: Performance Weighted- Weighted-Average Non-Vested at December 31, 2023 404,740 $ 30.51 Granted 270,307 23.00 Vested (136,475) 26.22 Non-Vested at June 30, 2024 538,572 $ 27.82 1.9 Green Plains Partners Green Plains Partners had 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 reserved 2.5 million common limited partner units for issuance in the form of options, restricted units, phantom units, distribution equivalent rights, substitute awards, unit appreciation rights, unit awards, profit interest units or other unit-based awards. The partnership measured unit-based compensation related to equity awards in its consolidated financial statements over the requisite service period on a straight-line basis. As a result of the Merger, the LTIP units available for issuance were converted to 1.2 million shares available for issuance under the company's equity incentive plan. The non-vested unit-based awards activity for the six months ended June 30, 2024, is as follows: Non-Vested Units Weighted- Weighted-Average Non-Vested at December 31, 2023 18,549 $ 12.94 Vested (1) (18,549) 12.94 Non-Vested at June 30, 2024 (1) — $ — 0.0 (1) Pursuant to the Merger Agreement, each of these awards became fully vested at the effective time of the Merger on January 9, 2024. Stock-Based Compensation Expense Compensation costs for the stock-based payment plan were $3.5 million and $6.6 million for the three and six months ended June 30, 2024, respectively, and $3.8 million and $6.7 million for the three and six months ended June 30, 2023, respectively. At June 30, 2024, there was $24.0 million of unrecognized compensation costs from stock-based compensation related to non-vested awards. This compensation is expected to be recognized over a weighted-average period of approximately 2.0 years. The potential tax benefit related to stock-based payment is approximately 23.6% of these expenses. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 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 Six Months Ended 2024 2023 2024 2023 EPS - basic and diluted Net loss attributable to Green Plains $ (24,350) $ (52,604) $ (75,762) $ (122,928) Weighted average shares outstanding - basic and diluted 63,933 58,874 63,637 58,714 EPS - basic and diluted $ (0.38) $ (0.89) $ (1.19) $ (2.09) Anti-dilutive weighted-average convertible debt, warrants and stock-based compensation (1) 7,713 8,459 7,674 8,528 (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. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | STOCKHOLDERS’ EQUITY As a result of the Merger, for the six months ended June 30, 2024, the company issued approximately 4.7 million shares of common stock and recorded par value $0.001 per share, paid cash consideration of $29.2 million, extinguished the non-controlling interest attributed to the partnership common units held by the public of $133.8 million, and capitalized transaction costs of $7.5 million, within additional paid-in capital. Refer to Note 3 - Acquisition included herein for more information. Components of stockholders’ equity for the three and six months ended June 30, 2024 and 2023 are as follows (in thousands): Common Stock Additional Retained Deficit Accumulated Other Treasury Stock Total Non- Total Shares Amount Shares Amount Balance, December 31, 2023 62,327 $ 62 $ 1,113,806 $ (235,801) $ (3,160) 2,805 $ (31,174) $ 843,733 $ 146,323 $ 990,056 Net loss — — — (51,412) — — — (51,412) 290 (51,122) Other comprehensive loss before reclassification — — — — (6,043) — — (6,043) — (6,043) Amounts reclassified from accumulated other comprehensive loss — — — — 5,305 — — 5,305 — 5,305 Other comprehensive loss, net of tax — — — — (738) — — (738) — (738) Investment in subsidiaries — — — — — — — — 166 166 Partnership Merger 4,746 5 97,035 — — — — 97,040 (133,765) (36,725) Stock-based compensation 349 — (1,169) — — — — (1,169) — (1,169) Balance, March 31, 2024 67,422 67 1,209,672 (287,213) (3,898) 2,805 (31,174) 887,454 13,014 900,468 Net loss — — — (24,350) — — — (24,350) 312 (24,038) Other comprehensive loss before reclassification — — — — (657) — — (657) — (657) Amounts reclassified from accumulated other comprehensive loss — — — — 1,748 — — 1,748 — 1,748 Other comprehensive income, net of tax — — — — 1,091 — — 1,091 — 1,091 Investment in subsidiaries — — — — — — — — 167 167 Stock-based compensation 39 — 3,173 — — — — 3,173 — 3,173 Balance, June 30, 2024 67,461 $ 67 $ 1,212,845 $ (311,563) $ (2,807) 2,805 $ (31,174) $ 867,368 $ 13,493 $ 880,861 Common Stock Additional Retained Deficit Accumulated Other Treasury Stock Total Non- Total 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, 2023 62,318 62 1,104,519 (212,741) (37,678) 2,805 (31,174) 822,988 150,049 973,037 Net loss — — — (52,604) — — — (52,604) 4,284 (48,320) Cash dividends and distributions declared — — — — — — — — (6,497) (6,497) Other comprehensive income before reclassification — — — — 710 — — 710 — 710 Amounts reclassified from accumulated other comprehensive loss — — — — 3,602 — — 3,602 — 3,602 Other comprehensive income, net of tax — — — — 4,312 — — 4,312 — 4,312 Investment in subsidiaries — — — — — — — — 8 8 Stock-based compensation 15 — 3,252 — — — — 3,252 60 3,312 Balance, June 30, 2023 62,333 $ 62 $ 1,107,771 $ (265,345) $ (33,366) 2,805 $ (31,174) $ 777,948 $ 147,904 $ 925,852 Amounts reclassified from accumulated other comprehensive loss are as follows (in thousands): Three Months Ended Six Months Ended Statements of 2024 2023 2024 2023 Gains (losses) on cash flow hedges Commodity derivatives $ — $ (1,518) $ 3,736 $ (1,518) (1) Commodity derivatives (2,298) (3,218) (13,021) (5,454) (2) Total gains (losses) on cash flow hedges (2,298) (4,736) (9,285) (6,972) (3) Income tax benefit 550 1,134 2,232 1,669 (4) Amounts reclassified from accumulated other comprehensive loss $ (1,748) $ (3,602) $ (7,053) $ (5,303) (1) Revenues (2) Costs of goods sold (3) Loss before income taxes and (loss) income from equity method investees (4) Income tax benefit (expense) |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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. The IRA was signed into law on August 16, 2022. The IRA includes significant law changes relating to tax, climate change, energy and health care. The IRA significantly expands clean energy incentives by providing an estimated $370 billion of new energy related tax credits over the next ten years. It also permits more flexibility for taxpayers to use the credits with direct-pay and transferable credit options. In addition, the IRA includes key revenue-raising provisions which include a 15% book-income alternative minimum tax on corporations with adjusted financial statement income over $1 billion, a 1% excise tax on the value of certain net stock repurchases by publicly traded companies, and the reinstatement of Superfund excise taxes. The company expects it will benefit from certain energy related tax credits in future years and not be negatively impacted by the revenue raising provisions; however, the company does not have enough information to provide a reasonable estimate of future tax benefits at this time. On January 9, 2024, the transactions contemplated by the Merger Agreement were completed as described in more detail in Note 3 - Acquisition included herein. For income tax purposes, the total consideration given by the company in exchange for the remaining interest in the partnership, creates a tax basis in the acquired interest. Because the GAAP basis in the acquired interest is less than the total consideration, a new deferred tax asset was created. The company's valuation allowance on deferred tax assets increased by a corresponding amount, which did not have a material impact on the company's consolidated financial statements. The company recorded income tax benefit of $0.3 million for the three months ended June 30, 2024, compared with income tax benefit of $1.0 million for the same period in 2023. The decrease in the amount of tax benefit recorded for the three months ended June 30, 2024 was 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. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Leases The company leases certain facilities, parcels of land, and equipment, with remaining terms ranging from less than one year to approximately 13.4 years. The land and facility leases include renewal options. The renewal options are included in the lease term only for those sites or locations in which they are reasonably certain to be renewed. Equipment renewals are not considered reasonably certain to be exercised as they typically renew with significantly different underlying terms. The components of lease expense are as follows (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Lease expense Operating lease expense $ 7,110 $ 6,843 $ 14,118 $ 13,589 Variable lease expense (benefit) (1) 350 (176) 664 (307) Total lease expense $ 7,460 $ 6,667 $ 14,782 $ 13,282 (1) Represents amounts incurred in excess of the minimum payments required for a certain building lease and for the handling and unloading of railcars for a certain land lease, offset by railcar lease abatements provided by the lessor when railcars are out of service during periods of maintenance or upgrade. Supplemental cash flow information related to operating leases is as follows (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 7,051 $ 6,642 $ 14,039 $ 12,839 Right-of-use assets obtained in exchange for lease obligations Operating leases 3,955 6,798 11,118 23,456 Supplemental balance sheet information related to operating leases is as follows: June 30, December 31, Weighted average remaining lease term 4.2 years 4.5 years Weighted average discount rate 5.33 % 5.16 % Aggregate minimum lease payments under the operating lease agreements for the remainder of 2024 and in future years are as follows (in thousands): Year Ending December 31, Amount 2024 $ 14,404 2025 24,520 2026 17,750 2027 13,590 2028 5,957 Thereafter 9,055 Total 85,276 Less: Present value discount (9,342) Lease liabilities $ 75,934 The company has two additional railcar operating leases anticipated to commence during the third quarter of 2024, with undiscounted future lease payments of approximately $5.9 million and lease terms of five years. These amounts are not included in the tables above. Other Commitments As of June 30, 2024, the company had contracted future purchases of grain, distillers grains and natural gas valued at approximately $163.3 million and future commitments for storage and transportation, valued at approximately $19.8 million. The company has entered into contracts with Tallgrass High Plains Carbon Storage, LLC and its affiliates, related to the construction, development and operation of carbon capture and sequestration projects at our three Nebraska plants, which are expected to be completed in 2025. Payments associated with these contracts are due monthly over a period of twelve years, commencing after the capture facilities are considered in-service. Amounts due under the contracts are based on the achievement of certain project milestones and are subject to termination of all or portions of the contracts. Certain of the future obligations to Tallgrass High Plains Carbon Storage LLC are secured by a leasehold deed of trust, security agreement and assignment of rents and leases. Legal The company is currently involved in litigation that has arisen in the ordinary course of business, but does not believe any pending litigation will have a material adverse effect on its financial position, results of operations or cash flows. |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Event | SUBSEQUENT EVENTOn August 2, 2024, the company entered into a definitive agreement to sell the unit train terminal in Birmingham, which assets are reported in the ethanol production segment. The company expects the transaction to close in the third quarter and the proceeds |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net loss attributable to Green Plains | $ (24,350) | $ (52,604) | $ (75,762) | $ (122,928) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Presentation, Descri_2
Basis of Presentation, Description of Business and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidated Financial Statements | 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. On January 9, 2024, the transactions contemplated by the Merger Agreement were completed and the company acquired all of the publicly held common units of the partnership not already owned by the company and its affiliates. Refer to Note 3 - Acquisition included herein for more information. The company also owns a majority interest in FQT, with their results being consolidated in our consolidated financial statements. The accompanying 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, 2023, filed with the SEC on February 9, 2024. 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. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications did not affect total revenues, costs and expenses or net income, but increased cost of goods sold and decreased gross margin, within the ethanol production segment. Costs historically reported as operations and maintenance expenses in the consolidated statements of operations are now being reported within cost of goods sold. |
Use of Estimates in the Preparation of Consolidated Financial Statements | 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 derivative financial instruments and accounting for income taxes, are impacted significantly by judgments, assumptions and estimates used in the preparation of the consolidated financial statements. |
Description of Business | Description of Business The company operates within two operating segments: (1) ethanol production, which includes the production, storage and transportation of ethanol, distillers grains, Ultra-High Protein and renewable corn oil and (2) agribusiness and energy services, which includes grain handling and storage, commodity marketing and merchant trading for company-produced and third-party ethanol, distillers grains, renewable corn oil, natural gas and other commodities. As a result of the Merger, the partnership's operations are included in the ethanol production operating segment. |
Cash and Cash Equivalents | 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 | Restricted Cash |
Revenue Recognition | Revenue Recognition The company recognizes revenue when obligations under the terms of a contract with a customer are satisfied. Generally this occurs with the transfer of control of products or services. Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing services. Sales, value add, and other taxes the company collects concurrent with revenue-producing activities are excluded from revenue. Sales of ethanol, distillers grains, Ultra-High Protein, renewable corn oil, natural gas and other commodities by the company’s marketing business are recognized when obligations under the terms of a contract with a customer are satisfied. Generally, this occurs with the transfer of control of products or services. Revenues related to marketing for third parties are presented on a gross basis as the company controls the product prior to the sale to the end customer, takes title of the product and has inventory risk. Unearned revenue is recorded for goods in transit when the company has received payment but control has not yet been transferred to the customer. Revenues for receiving, storing, transferring and transporting ethanol and other fuels are recognized when the product is delivered to the customer. The company routinely enters into physical-delivery energy commodity purchase and sale agreements. At times, the company settles these transactions by transferring its obligations to other counterparties rather than delivering the physical commodity. Revenues include net gains or losses from derivatives related to products sold while cost of goods sold includes net gains or losses from derivatives related to commodities purchased. Revenues also include realized gains and losses on related derivative financial instruments and reclassifications of realized gains and losses on cash flow hedges from accumulated other comprehensive income or loss. Sales of products are recognized when control of the product is transferred to the customer, which depends on the agreed upon shipment or delivery terms. |
Shipping and Handling Costs | Shipping and Handling Costs |
Cost of Goods Sold | Cost of Goods Sold Cost of goods sold includes materials, direct labor, shipping, plant overhead and transportation costs. Materials include the cost of corn feedstock, denaturant, and process chemicals. Corn feedstock costs include gains and losses on related derivative financial instruments not designated as cash flow hedges, inbound freight charges, inspection costs and transfer costs, as well as reclassifications of gains and losses on cash flow hedges from accumulated other comprehensive income or loss. Direct labor includes all compensation and related benefits of non-management personnel involved in production. Shipping costs incurred by the company, including railcar costs, are also reflected in cost of goods sold. Plant overhead consists primarily of plant utilities, repairs and maintenance and outbound freight charges. Transportation costs include railcar leases, freight and shipping of the company's products, as well as storage costs incurred at destination terminals. The company uses exchange-traded futures and options contracts and forward purchase and sale contracts to attempt to minimize the effect of price changes on ethanol, renewable corn oil, grain and natural gas. Exchange-traded futures and options contracts are valued at quoted market prices and settled predominantly in cash. The company is exposed to loss when counterparties default on forward purchase and sale contracts. Grain inventories held for sale and forward purchase and sale contracts are valued at market prices when available or other market quotes adjusted for basis differences, primarily in transportation, between the exchange-traded market and local market where the terms of the contract is based. Changes in forward purchase contracts and exchange-traded futures and options contracts are recognized as a component of cost of goods sold. |
Derivative Financial Instruments | Derivative Financial Instruments The company uses various derivative financial instruments, including exchange-traded futures and exchange-traded and over-the-counter options contracts, to attempt to minimize risk and the effect of commodity price changes including but not limited to, corn, ethanol, natural gas and other agricultural and energy products. The company monitors and manages this exposure as part of its overall risk management policy to reduce the adverse effect market volatility may have on its operating results. The company may hedge these commodities as one way to mitigate risk; however, there may be situations when these hedging activities themselves result in losses. By using derivatives to hedge exposures to changes in commodity prices, the company is exposed to credit and market risk. The company’s exposure to credit risk includes the counterparty’s failure to fulfill its performance obligations under the terms of the derivative contract. The company minimizes its credit risk by entering into transactions with high quality counterparties, limiting the amount of financial exposure it has with each counterparty and monitoring their financial condition. Market risk is the risk that the value of the financial instrument might be adversely affected by a change in commodity prices or interest rates. The company manages market risk by incorporating parameters to monitor exposure within its risk management strategy, which limits the types of derivative instruments and strategies the company can use and the degree of market risk it can take using derivative instruments. Forward contracts are recorded at fair value unless the contracts qualify for, and the company elects, normal purchase or sale exceptions. Changes in fair value are recorded in operating income unless the contracts qualify for, and the company elects, cash flow hedge accounting treatment. Certain qualifying derivatives related to ethanol production and agribusiness and energy services are designated as cash flow hedges. The company evaluates the derivative instrument to ascertain its effectiveness prior to entering into cash flow hedges. Unrealized gains and losses are reflected in accumulated other comprehensive income or loss until the gain or loss from the underlying hedged transaction is realized and the physical transaction is completed. When it becomes probable a forecasted transaction will not occur, the cash flow hedge treatment is discontinued, which affects earnings. These derivative financial instruments are recognized in current assets or current liabilities at fair value. At times, the company hedges its exposure to changes in inventory values and designates qualifying derivatives as fair value hedges. The carrying amount of the hedged inventory is adjusted in the current period for changes in fair value. Estimated fair values carried at market are based on exchange-quoted prices, adjusted as appropriate for regional location basis values which represent differences in local markets including transportation as well as quality or grade differences. Basis values are generally determined using inputs from broker quotations or other market transactions. However, a portion of the value may be derived using unobservable inputs. Ineffectiveness of the hedges is recognized in the current period to the extent the change in fair value of the inventory is not offset by the change in fair value of the derivative. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue by Major Source | The following tables disaggregate revenue by major source (in thousands): Three Months Ended June 30, 2024 Ethanol Production Agribusiness & Energy Eliminations Total Revenues Revenues from contracts with customers under ASC 606 Ethanol $ — $ — $ — $ — Distillers grains 23,279 518 — 23,797 Renewable corn oil — — — — Other 15,270 2,056 — 17,326 Intersegment revenues 1,179 75 (1,254) — Total revenues from contracts with customers 39,728 2,649 (1,254) 41,123 Revenues from contracts accounted for as derivatives under ASC 815 (1) Ethanol 387,096 86,123 — 473,219 Distillers grains 63,845 5,563 — 69,408 Renewable corn oil 33,405 — — 33,405 Other 1,369 301 — 1,670 Intersegment revenues — 6,313 (6,313) — Total revenues from contracts accounted for as derivatives 485,715 98,300 (6,313) 577,702 Total Revenues $ 525,443 $ 100,949 $ (7,567) $ 618,825 Six Months Ended June 30, 2024 Ethanol Production Agribusiness & Energy Eliminations Total Revenues Revenues from contracts with customers under ASC 606 Ethanol $ — $ — $ — $ — Distillers grains 48,079 518 — 48,597 Renewable corn oil — — — — Other 29,617 4,468 — 34,085 Intersegment revenues 2,392 164 (2,556) — Total revenues from contracts with customers 80,088 5,150 (2,556) 82,682 Revenues from contracts accounted for as derivatives under ASC 815 (1) Ethanol 737,208 159,498 — 896,706 Distillers grains 141,768 15,253 — 157,021 Renewable corn oil 67,565 — — 67,565 Other 4,473 7,592 — 12,065 Intersegment revenues — 12,452 (12,452) — Total revenues from contracts accounted for as derivatives 951,014 194,795 (12,452) 1,133,357 Total Revenues $ 1,031,102 $ 199,945 $ (15,008) $ 1,216,039 Three Months Ended June 30, 2023 Ethanol Production Agribusiness & Energy Eliminations Total Revenues Revenues from contracts with customers under ASC 606 Ethanol $ — $ — $ — $ — Distillers grains 20,027 — — 20,027 Renewable corn oil — — — — Other 9,473 1,822 — 11,295 Intersegment revenues 1,133 42 (1,175) — Total revenues from contracts with customers 30,633 1,864 (1,175) 31,322 Revenues from contracts accounted for as derivatives under ASC 815 (1) Ethanol 551,388 118,487 — 669,875 Distillers grains 101,533 11,452 — 112,985 Renewable corn oil 37,725 5 — 37,730 Other 7,656 (1,936) — 5,720 Intersegment revenues — 5,951 (5,951) — Total revenues from contracts accounted for as derivatives 698,302 133,959 (5,951) 826,310 Total Revenues $ 728,935 $ 135,823 $ (7,126) $ 857,632 Six Months Ended June 30, 2023 Ethanol Production Agribusiness & Energy Eliminations Total Revenues Revenues from contracts with customers under ASC 606 Ethanol $ — $ — $ — $ — Distillers grains 42,594 — — 42,594 Renewable corn oil — — — — Other 19,059 10,272 — 29,331 Intersegment revenues 2,238 94 (2,332) — Total revenues from contracts with customers 63,891 10,366 (2,332) 71,925 Revenues from contracts accounted for as derivatives under ASC 815 (1) Ethanol 1,049,575 207,126 — 1,256,701 Distillers grains 215,901 22,815 — 238,716 Renewable corn oil 82,021 721 — 82,742 Other 15,265 25,232 — 40,497 Intersegment revenues — 11,949 (11,949) — Total revenues from contracts accounted for as derivatives 1,362,762 267,843 (11,949) 1,618,656 Total Revenues $ 1,426,653 $ 278,209 $ (14,281) $ 1,690,581 (1) Revenues from contracts accounted for as derivatives represent physically settled derivative sales that are outside the scope of ASC 606. |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities at Fair Value | The company’s assets and liabilities by level are as follows (in thousands): Fair Value Measurements at June 30, 2024 Quoted Prices in Significant Other Total Assets Cash and cash equivalents $ 195,554 $ — $ 195,554 Restricted cash 29,540 — 29,540 Inventories carried at market — 17,083 17,083 Derivative financial instruments - assets — 4,614 4,614 Total assets measured at fair value $ 225,094 $ 21,697 $ 246,791 Liabilities Accounts payable (1) $ — $ 30,144 $ 30,144 Accrued and other liabilities (2) — 3,337 3,337 Derivative financial instruments - liabilities — 16,783 16,783 Other liabilities (2) — 1,612 1,612 Total liabilities measured at fair value $ — $ 51,876 $ 51,876 Fair Value Measurements at December 31, 2023 Quoted Prices in Significant Other Total Assets Cash and cash equivalents $ 349,574 $ — $ 349,574 Restricted cash 29,188 — 29,188 Inventories carried at market — 45,898 45,898 Derivative financial instruments - assets — 13,311 13,311 Total assets measured at fair value $ 378,762 $ 59,209 $ 437,971 Liabilities Accounts payable (1) $ — $ 54,716 $ 54,716 Accrued and other liabilities (2) — 9,917 9,917 Derivative financial instruments - liabilities — 10,577 10,577 Other liabilities (2) — 659 659 Total liabilities measured at fair value $ — $ 75,869 $ 75,869 (1) Accounts payable is generally stated at historical amounts with the exception of $30.1 million and $54.7 million at June 30, 2024 and December 31, 2023, respectively, related to certain delivered inventory for which the payable fluctuates based on changes in commodity prices. These payables are hybrid financial instruments for which the company has elected the fair value option. (2) As of June 30, 2024 and December 31, 2023, respectively, accrued and other liabilities includes $3.3 million and $9.9 million and other liabilities includes $1.4 million and $0.7 million of consideration related to potential earn-out payments recorded at fair value. |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Financial Data of Operating Segments | The following tables set forth certain financial data for the company’s operating segments (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Revenues Ethanol production Revenues from external customers $ 524,264 $ 727,802 $ 1,028,710 $ 1,424,415 Intersegment revenues 1,179 1,133 2,392 2,238 Total segment revenues 525,443 728,935 1,031,102 1,426,653 Agribusiness and energy services Revenues from external customers 94,561 129,830 187,329 266,166 Intersegment revenues 6,388 5,993 12,616 12,043 Total segment revenues 100,949 135,823 199,945 278,209 Revenues including intersegment activity 626,392 864,758 1,231,047 1,704,862 Intersegment eliminations (7,567) (7,126) (15,008) (14,281) $ 618,825 $ 857,632 $ 1,216,039 $ 1,690,581 Refer to Note 2 - Revenue , for further disaggregation of revenue by operating segment. Three Months Ended Six Months Ended 2024 2023 2024 2023 Cost of goods sold Ethanol production (1) $ 495,053 $ 719,878 $ 1,003,355 $ 1,426,011 Agribusiness and energy services 93,516 129,409 181,502 262,689 Intersegment eliminations (7,567) (7,126) (15,008) (14,281) $ 581,002 $ 842,161 $ 1,169,849 $ 1,674,419 Three Months Ended Six Months Ended 2024 2023 2024 2023 Gross margin Ethanol production (1) $ 30,390 $ 9,057 $ 27,747 $ 642 Agribusiness and energy services 7,433 6,414 18,443 15,520 $ 37,823 $ 15,471 $ 46,190 $ 16,162 Three Months Ended Six Months Ended 2024 2023 2024 2023 Depreciation and amortization Ethanol production $ 20,544 $ 23,253 $ 41,078 $ 47,007 Agribusiness and energy services 497 536 1,002 1,349 Corporate activities 543 837 991 1,656 $ 21,584 $ 24,626 $ 43,071 $ 50,012 Three Months Ended Six Months Ended 2024 2023 2024 2023 Operating income (loss) Ethanol production (2) $ (2,213) $ (25,139) $ (35,866) $ (67,089) Agribusiness and energy services 2,166 2,173 8,170 6,299 Corporate activities (17,664) (19,514) (34,904) (38,230) $ (17,711) $ (42,480) $ (62,600) $ (99,020) (1) Costs historically reported as operations and maintenance expenses in the consolidated statements of operations are now being reported within cost of goods sold, resulting in increased cost of goods sold and decreased gross margin within the ethanol production segment. (2) Operating loss for ethanol production includes an inventory lower of average cost or net realizable value adjustment of $9.5 million for the three and six months ended June 30, 2023. |
Total Assets for Operating Segments | The following table sets forth total assets by operating segment (in thousands): June 30, December 31, Total assets (1) Ethanol production $ 1,295,412 $ 1,275,562 Agribusiness and energy services 362,445 413,937 Corporate assets 109,982 254,300 Intersegment eliminations (4,239) (4,477) $ 1,763,600 $ 1,939,322 (1) |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | The components of inventories are as follows (in thousands): June 30, December 31, Finished goods $ 70,922 $ 73,975 Commodities held for sale 17,083 45,898 Raw materials 32,751 32,820 Work-in-process 14,255 14,454 Supplies and parts 52,972 48,663 $ 187,983 $ 215,810 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair Value of Derivative Financial 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' Liability Derivatives' June 30, December 31, June 30, December 31, Derivative financial instruments - forwards $ 4,614 (1) $ 13,311 (2) $ 16,783 $ 10,577 Other liabilities — — 209 2 Total $ 4,614 $ 13,311 $ 16,992 $ 10,579 (1) At June 30, 2024, derivative financial instruments, as reflected on the balance sheet, includes net unrealized gains on exchange-traded futures and options contracts of $13.0 million, which included $0.2 million of net unrealized losses on derivative financial instruments designated as cash flow hedging instruments, $0.8 million of unrealized gains on derivative financial instruments designated as fair value hedging instruments, and the balance representing economic hedges. (2) At December 31, 2023, derivative financial instruments, as reflected on the balance sheet, includes net unrealized gains on exchange-traded futures and options contracts of $6.5 million, which include $0.7 million of net unrealized gains on derivative financial instruments designated as cash flow hedging instruments, $0.7 million of unrealized gains on derivative financial instruments designated as fair value hedging instruments, and the balance representing economic hedges. |
Derivative Instruments, Gain (Loss) in Statement of Financial Performance | 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 Three Months Ended Six Months Ended 2024 2023 2024 2023 Revenues $ — $ (1,518) $ 3,736 $ (1,518) Cost of goods sold (2,298) (3,218) (13,021) (5,454) Net loss recognized in loss before income taxes $ (2,298) $ (4,736) $ (9,285) $ (6,972) Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives Gain (Loss) Recognized in Other Comprehensive Income on Three Months Ended Six Months Ended 2024 2023 2024 2023 Commodity contracts $ (863) $ 932 $ (8,822) $ (15,879) Amount of Gain (Loss) Derivatives Not Designated as Location of Gain (Loss) Recognized in Income Three Months Ended Six Months Ended 2024 2023 2024 2023 Exchange-traded futures and options Revenues $ (146) $ (3,269) $ (1,219) $ (11,145) Forwards Revenues (1,715) 3,967 (4,444) 4,626 Exchange-traded futures and options Cost of goods sold 8,617 25,367 11,654 33,733 Forwards Cost of goods sold (9,559) (32,713) (6,691) (32,287) Net gain (loss) recognized in income (loss) before income taxes $ (2,803) $ (6,648) $ (700) $ (5,073) The following amounts were recorded on the consolidated balance sheets related to cumulative basis adjustments for the fair value hedged items (in thousands): June 30, 2024 December 31, 2023 Line Item in the Consolidated Balance Sheet in Which the Hedged Item is Included Carrying Amount of the Hedged Assets Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Liabilities Carrying Amount of the Hedged Assets Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Liabilities Inventories $ 17,083 $ (1,373) $ 45,898 $ (1,104) Effect of Cash Flow and Fair Value Hedge Accounting on the Statements of Operations Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships for the Three Months Ended June 30, 2024 2023 Revenue Cost of Revenue Cost of Loss on cash flow hedging relationships Commodity contracts Amount of loss on exchange-traded futures reclassified from accumulated other comprehensive income into income $ — $ (2,298) $ (1,518) $ (3,218) Gain (loss) on fair value hedging relationships Commodity contracts Fair-value hedged inventories — 1,014 — (1,063) Exchange-traded futures designated as hedging instruments — (2,858) — 1,247 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 $ — $ (4,142) $ (1,518) $ (3,034) Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships for the Six Months Ended June 30, 2024 2023 Revenue Cost of Revenue Cost of 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 $ 3,736 $ (13,021) $ (1,518) $ (5,454) Gain (loss) on fair value hedging relationships Commodity contracts Fair-value hedged inventories — (3,347) — (10,420) Exchange-traded futures designated as hedging instruments — 2,404 — 11,925 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 $ 3,736 $ (13,964) $ (1,518) $ (3,949) |
Open Position Derivative Financial Instruments | The notional volume of open commodity derivative positions as of June 30, 2024, are as follows (in thousands): Exchange-Traded (1) Non-Exchange-Traded (2) Derivative Net Long & Long (Short) Unit of Commodity Futures (18,380) Bushels Corn Futures 12,300 (3) Bushels Corn Futures (660) (4) Bushels Corn Futures (3,864) Gallons Ethanol Futures (34,230) (3) Gallons Ethanol Futures (1,958) MmBTU Natural Gas Futures 9,513 (3) MmBTU Natural Gas Futures (5,760) (4) MmBTU Natural Gas Futures 13 Tons Soybean Meal Options 961 Bushels Soybeans Forwards 25,289 — Bushels Corn Forwards — (226,298) Gallons Ethanol Forwards 124 (231) Tons Distillers Grains Forwards — (58,803) Pounds Renewable Corn Oil Forwards 8,788 (12) 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. |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Components of Long-Term Debt | The components of long-term debt are as follows (in thousands): June 30, December 31, Corporate 2.25% convertible notes due 2027 (1) $ 230,000 $ 230,000 Green Plains SPE LLC $125.0 million junior secured mezzanine notes due 2026 (2) 125,000 125,000 Green Plains Shenandoah $75.0 million loan agreement (3) 72,375 73,125 Green Plains Partners $60.0 million term loan (4) 52,969 55,969 Other 9,465 14,669 Total book value of long-term debt 489,809 498,763 Unamortized debt issuance costs (4,206) (5,013) Less: current maturities of long-term debt (1,830) (1,832) Total long-term debt $ 483,773 $ 491,918 (1) The 2.25% notes had $3.4 million and $4.0 million of unamortized debt issuance costs as of June 30, 2024 and December 31, 2023, respectively. (2) The junior notes had $0.3 million and $0.4 million of unamortized debt issuance costs as of June 30, 2024 and December 31, 2023, respectively. (3) The loan had $0.3 million of unamortized debt issuance costs as of both June 30, 2024 and December 31, 2023. (4) The term loan had $0.2 million and $0.3 million of unamortized debt issuance costs as of June 30, 2024 and December 31, 2023, respectively. |
Components of Short-term Notes Payable and Other Borrowings | The components of short-term notes payable and other borrowings are as follows (in thousands): June 30, December 31, Green Plains Finance Company, Green Plains Grain and Green Plains Trade $350.0 million revolver $ 120,000 $ 99,000 Green Plains Commodity Management $40.0 million hedge line 4,579 6,973 $ 124,579 $ 105,973 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Non-Vested Stock Award and Deferred Stock Unit Activity | The restricted non-vested stock awards and deferred stock units activity for the six months ended June 30, 2024 is as follows: Non-Vested Weighted- Weighted-Average Non-Vested at December 31, 2023 607,894 $ 30.79 Granted 454,875 20.32 Forfeited (5,162) 24.27 Vested (346,839) 29.38 Non-Vested at June 30, 2024 710,768 $ 24.82 2.1 |
Non-Vested Performance Share Award Activity | The non-vested performance share award activity for the six months ended June 30, 2024, is as follows: Performance Weighted- Weighted-Average Non-Vested at December 31, 2023 404,740 $ 30.51 Granted 270,307 23.00 Vested (136,475) 26.22 Non-Vested at June 30, 2024 538,572 $ 27.82 1.9 The non-vested unit-based awards activity for the six months ended June 30, 2024, is as follows: Non-Vested Units Weighted- Weighted-Average Non-Vested at December 31, 2023 18,549 $ 12.94 Vested (1) (18,549) 12.94 Non-Vested at June 30, 2024 (1) — $ — 0.0 (1) Pursuant to the Merger Agreement, each of these awards became fully vested at the effective time of the Merger on January 9, 2024. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Earnings Per Share | The basic and diluted EPS are calculated as follows (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 EPS - basic and diluted Net loss attributable to Green Plains $ (24,350) $ (52,604) $ (75,762) $ (122,928) Weighted average shares outstanding - basic and diluted 63,933 58,874 63,637 58,714 EPS - basic and diluted $ (0.38) $ (0.89) $ (1.19) $ (2.09) Anti-dilutive weighted-average convertible debt, warrants and stock-based compensation (1) 7,713 8,459 7,674 8,528 (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. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stockholders' Equity | Components of stockholders’ equity for the three and six months ended June 30, 2024 and 2023 are as follows (in thousands): Common Stock Additional Retained Deficit Accumulated Other Treasury Stock Total Non- Total Shares Amount Shares Amount Balance, December 31, 2023 62,327 $ 62 $ 1,113,806 $ (235,801) $ (3,160) 2,805 $ (31,174) $ 843,733 $ 146,323 $ 990,056 Net loss — — — (51,412) — — — (51,412) 290 (51,122) Other comprehensive loss before reclassification — — — — (6,043) — — (6,043) — (6,043) Amounts reclassified from accumulated other comprehensive loss — — — — 5,305 — — 5,305 — 5,305 Other comprehensive loss, net of tax — — — — (738) — — (738) — (738) Investment in subsidiaries — — — — — — — — 166 166 Partnership Merger 4,746 5 97,035 — — — — 97,040 (133,765) (36,725) Stock-based compensation 349 — (1,169) — — — — (1,169) — (1,169) Balance, March 31, 2024 67,422 67 1,209,672 (287,213) (3,898) 2,805 (31,174) 887,454 13,014 900,468 Net loss — — — (24,350) — — — (24,350) 312 (24,038) Other comprehensive loss before reclassification — — — — (657) — — (657) — (657) Amounts reclassified from accumulated other comprehensive loss — — — — 1,748 — — 1,748 — 1,748 Other comprehensive income, net of tax — — — — 1,091 — — 1,091 — 1,091 Investment in subsidiaries — — — — — — — — 167 167 Stock-based compensation 39 — 3,173 — — — — 3,173 — 3,173 Balance, June 30, 2024 67,461 $ 67 $ 1,212,845 $ (311,563) $ (2,807) 2,805 $ (31,174) $ 867,368 $ 13,493 $ 880,861 Common Stock Additional Retained Deficit Accumulated Other Treasury Stock Total Non- Total 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, 2023 62,318 62 1,104,519 (212,741) (37,678) 2,805 (31,174) 822,988 150,049 973,037 Net loss — — — (52,604) — — — (52,604) 4,284 (48,320) Cash dividends and distributions declared — — — — — — — — (6,497) (6,497) Other comprehensive income before reclassification — — — — 710 — — 710 — 710 Amounts reclassified from accumulated other comprehensive loss — — — — 3,602 — — 3,602 — 3,602 Other comprehensive income, net of tax — — — — 4,312 — — 4,312 — 4,312 Investment in subsidiaries — — — — — — — — 8 8 Stock-based compensation 15 — 3,252 — — — — 3,252 60 3,312 Balance, June 30, 2023 62,333 $ 62 $ 1,107,771 $ (265,345) $ (33,366) 2,805 $ (31,174) $ 777,948 $ 147,904 $ 925,852 |
Reclassification From Accumulated Other Comprehensive Income (Loss) | Amounts reclassified from accumulated other comprehensive loss are as follows (in thousands): Three Months Ended Six Months Ended Statements of 2024 2023 2024 2023 Gains (losses) on cash flow hedges Commodity derivatives $ — $ (1,518) $ 3,736 $ (1,518) (1) Commodity derivatives (2,298) (3,218) (13,021) (5,454) (2) Total gains (losses) on cash flow hedges (2,298) (4,736) (9,285) (6,972) (3) Income tax benefit 550 1,134 2,232 1,669 (4) Amounts reclassified from accumulated other comprehensive loss $ (1,748) $ (3,602) $ (7,053) $ (5,303) (1) Revenues (2) Costs of goods sold (3) Loss before income taxes and (loss) income from equity method investees (4) Income tax benefit (expense) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Components of Lease Expense | The components of lease expense are as follows (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Lease expense Operating lease expense $ 7,110 $ 6,843 $ 14,118 $ 13,589 Variable lease expense (benefit) (1) 350 (176) 664 (307) Total lease expense $ 7,460 $ 6,667 $ 14,782 $ 13,282 (1) Represents amounts incurred in excess of the minimum payments required for a certain building lease and for the handling and unloading of railcars for a certain land lease, offset by railcar lease abatements provided by the lessor when railcars are out of service during periods of maintenance or upgrade. |
Supplemental Cash Flow Information Related to Operating Leases | Supplemental cash flow information related to operating leases is as follows (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 7,051 $ 6,642 $ 14,039 $ 12,839 Right-of-use assets obtained in exchange for lease obligations Operating leases 3,955 6,798 11,118 23,456 |
Supplemental Balance Sheet Information Related to Operating Leases | Supplemental balance sheet information related to operating leases is as follows: June 30, December 31, Weighted average remaining lease term 4.2 years 4.5 years Weighted average discount rate 5.33 % 5.16 % |
Aggregate Minimum Lease Payments | Aggregate minimum lease payments under the operating lease agreements for the remainder of 2024 and in future years are as follows (in thousands): Year Ending December 31, Amount 2024 $ 14,404 2025 24,520 2026 17,750 2027 13,590 2028 5,957 Thereafter 9,055 Total 85,276 Less: Present value discount (9,342) Lease liabilities $ 75,934 |
Basis of Presentation, Descri_3
Basis of Presentation, Description of Business and Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 USD ($) segment | Dec. 31, 2023 USD ($) | |
Variable Interest Entity [Line Items] | ||
Total assets | $ 1,763,600 | $ 1,939,322 |
Total liabilities | $ 882,739 | 949,266 |
Number of operating segments | segment | 2 | |
GP Turnkey Tharaldson LLC | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage | 50% | |
Equity method investments | $ 55,100 | $ 41,700 |
Interest capitalized | $ 800 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue by Major Source (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | $ 41,123 | $ 31,322 | $ 82,682 | $ 71,925 |
Total revenues from contracts accounted for as derivatives | 577,702 | 826,310 | 1,133,357 | 1,618,656 |
Total Revenues | 618,825 | 857,632 | 1,216,039 | 1,690,581 |
Ethanol | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | 0 |
Total revenues from contracts accounted for as derivatives | 473,219 | 669,875 | 896,706 | 1,256,701 |
Distillers grains | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 23,797 | 20,027 | 48,597 | 42,594 |
Total revenues from contracts accounted for as derivatives | 69,408 | 112,985 | 157,021 | 238,716 |
Renewable corn oil | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | 0 |
Total revenues from contracts accounted for as derivatives | 33,405 | 37,730 | 67,565 | 82,742 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 17,326 | 11,295 | 34,085 | 29,331 |
Total revenues from contracts accounted for as derivatives | 1,670 | 5,720 | 12,065 | 40,497 |
Ethanol Production | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts accounted for as derivatives | 0 | 0 | 0 | 0 |
Total Revenues | 524,264 | 727,802 | 1,028,710 | 1,424,415 |
Ethanol Production | Ethanol | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | 0 |
Total revenues from contracts accounted for as derivatives | 387,096 | 551,388 | 737,208 | 1,049,575 |
Ethanol Production | Distillers grains | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 23,279 | 20,027 | 48,079 | 42,594 |
Total revenues from contracts accounted for as derivatives | 63,845 | 101,533 | 141,768 | 215,901 |
Ethanol Production | Renewable corn oil | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | 0 |
Total revenues from contracts accounted for as derivatives | 33,405 | 37,725 | 67,565 | 82,021 |
Ethanol Production | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 15,270 | 9,473 | 29,617 | 19,059 |
Total revenues from contracts accounted for as derivatives | 1,369 | 7,656 | 4,473 | 15,265 |
Agribusiness & Energy Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts accounted for as derivatives | (6,313) | (5,951) | (12,452) | (11,949) |
Total Revenues | 94,561 | 129,830 | 187,329 | 266,166 |
Agribusiness & Energy Services | Ethanol | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | 0 |
Total revenues from contracts accounted for as derivatives | 86,123 | 118,487 | 159,498 | 207,126 |
Agribusiness & Energy Services | Distillers grains | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 518 | 0 | 518 | 0 |
Total revenues from contracts accounted for as derivatives | 5,563 | 11,452 | 15,253 | 22,815 |
Agribusiness & Energy Services | Renewable corn oil | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | 0 |
Total revenues from contracts accounted for as derivatives | 0 | 5 | 0 | 721 |
Agribusiness & Energy Services | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 2,056 | 1,822 | 4,468 | 10,272 |
Total revenues from contracts accounted for as derivatives | 301 | (1,936) | 7,592 | 25,232 |
Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 626,392 | 864,758 | 1,231,047 | 1,704,862 |
Operating Segments | Ethanol Production | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 39,728 | 30,633 | 80,088 | 63,891 |
Total revenues from contracts accounted for as derivatives | 485,715 | 698,302 | 951,014 | 1,362,762 |
Total Revenues | 525,443 | 728,935 | 1,031,102 | 1,426,653 |
Operating Segments | Agribusiness & Energy Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 2,649 | 1,864 | 5,150 | 10,366 |
Total revenues from contracts accounted for as derivatives | 98,300 | 133,959 | 194,795 | 267,843 |
Total Revenues | 100,949 | 135,823 | 199,945 | 278,209 |
Intersegment Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | (1,254) | (1,175) | (2,556) | (2,332) |
Total revenues from contracts accounted for as derivatives | (6,313) | (5,951) | (12,452) | (11,949) |
Total Revenues | (7,567) | (7,126) | (15,008) | (14,281) |
Intersegment Eliminations | Ethanol | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | 0 |
Total revenues from contracts accounted for as derivatives | 0 | 0 | 0 | 0 |
Intersegment Eliminations | Distillers grains | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | 0 |
Total revenues from contracts accounted for as derivatives | 0 | 0 | 0 | 0 |
Intersegment Eliminations | Renewable corn oil | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | 0 |
Total revenues from contracts accounted for as derivatives | 0 | 0 | 0 | 0 |
Intersegment Eliminations | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | 0 |
Total revenues from contracts accounted for as derivatives | 0 | 0 | 0 | 0 |
Intersegment Eliminations | Ethanol Production | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | (1,179) | (1,133) | (2,392) | (2,238) |
Total Revenues | (1,179) | (1,133) | (2,392) | (2,238) |
Intersegment Eliminations | Agribusiness & Energy Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | (75) | (42) | (164) | (94) |
Total Revenues | $ (6,388) | $ (5,993) | $ (12,616) | $ (12,043) |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - Revenue Benchmark - Customer Concentration Risk | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Customer A | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk | 13% | 15% | 14% | 14% |
Customer B | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk | 10% | 11% |
ACQUISITION - Narrative (Detail
ACQUISITION - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 3 Months Ended | 6 Months Ended | |||
Jan. 09, 2024 | Jan. 08, 2024 | Mar. 31, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Business Acquisition [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Partnership Merger | $ (36,725) | ||||
Common Stock | |||||
Business Acquisition [Line Items] | |||||
Partnership Merger | $ 5 | ||||
Green Plains Partners Merger | |||||
Business Acquisition [Line Items] | |||||
Shares issued | 4.7 | 4.7 | |||
Cash consideration per partnership common unit (in dollars per share) | $ 2.50 | ||||
Consideration transferred | $ 143,100 | ||||
Consideration paid for business acquisition | 29,200 | $ 29,200 | |||
Common stock exchanged | $ 113,900 | ||||
Partnership Merger | 133,800 | ||||
Estimated fees | $ 5,500 | $ 2,000 | |||
Green Plains Partners Merger | Green Plains Partners LP | |||||
Business Acquisition [Line Items] | |||||
Limited partner interest | 48.80% | ||||
General partnership interest | 2% | ||||
Green Plains Partners Merger | Common Stock | |||||
Business Acquisition [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Entity shares issued per acquire share (in shares) | $ 0.405 | ||||
Green Plains Partners Merger | Public Unitholders | Green Plains Partners LP | |||||
Business Acquisition [Line Items] | |||||
Limited partner interest | 49.20% |
Fair Value Disclosures - Assets
Fair Value Disclosures - Assets and Liabilities at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Assets | ||
Cash and cash equivalents | $ 195,554 | $ 349,574 |
Restricted cash | 29,540 | 29,188 |
Inventories carried at market | 17,083 | 45,898 |
Derivative financial instruments - assets | 4,614 | 13,311 |
Total assets measured at fair value | 246,791 | 437,971 |
Liabilities | ||
Accounts payable | 30,144 | 54,716 |
Accrued and other liabilities | 3,337 | 9,917 |
Derivative financial instruments - liabilities | 16,783 | 10,577 |
Other liabilities | 1,612 | 659 |
Total liabilities measured at fair value | 51,876 | 75,869 |
Potential Earn-Out Payments | ||
Liabilities | ||
Accrued and other liabilities | 3,300 | 9,900 |
Other liabilities | 1,400 | 700 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Cash and cash equivalents | 195,554 | 349,574 |
Restricted cash | 29,540 | 29,188 |
Inventories carried at market | 0 | 0 |
Derivative financial instruments - assets | 0 | 0 |
Total assets measured at fair value | 225,094 | 378,762 |
Liabilities | ||
Accounts payable | 0 | 0 |
Accrued and other liabilities | 0 | 0 |
Derivative financial instruments - liabilities | 0 | 0 |
Other liabilities | 0 | 0 |
Total liabilities measured at fair value | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Inventories carried at market | 17,083 | 45,898 |
Derivative financial instruments - assets | 4,614 | 13,311 |
Total assets measured at fair value | 21,697 | 59,209 |
Liabilities | ||
Accounts payable | 30,144 | 54,716 |
Accrued and other liabilities | 3,337 | 9,917 |
Derivative financial instruments - liabilities | 16,783 | 10,577 |
Other liabilities | 1,612 | 659 |
Total liabilities measured at fair value | $ 51,876 | $ 75,869 |
Fair Value Disclosures - Narrat
Fair Value Disclosures - Narrative (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value Disclosures [Abstract] | ||
Fair value of debt | $ 561.8 | $ 585 |
Book value of debt | 610.2 | 599.7 |
Fair value of accounts receivable | $ 99.1 | $ 94.4 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 6 Months Ended |
Jun. 30, 2024 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Segment Information - Financial
Segment Information - Financial Data of Operating Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 618,825 | $ 857,632 | $ 1,216,039 | $ 1,690,581 | |
Cost of goods sold | 581,002 | 842,161 | 1,169,849 | 1,674,419 | |
Gross margin | 37,823 | 15,471 | 46,190 | 16,162 | |
Operating income (loss) | (17,711) | (42,480) | (62,600) | (99,020) | |
Depreciation and amortization | 21,584 | 24,626 | 43,071 | 50,012 | |
Lower of cost or market adjustment | 9,500 | 9,500 | $ 2,600 | ||
Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 626,392 | 864,758 | 1,231,047 | 1,704,862 | |
Intersegment Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | (7,567) | (7,126) | (15,008) | (14,281) | |
Cost of goods sold | (7,567) | (7,126) | (15,008) | (14,281) | |
Corporate Activities | |||||
Segment Reporting Information [Line Items] | |||||
Operating income (loss) | (17,664) | (19,514) | (34,904) | (38,230) | |
Depreciation and amortization | 543 | 837 | 991 | 1,656 | |
Ethanol Production | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 524,264 | 727,802 | 1,028,710 | 1,424,415 | |
Ethanol Production | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 525,443 | 728,935 | 1,031,102 | 1,426,653 | |
Cost of goods sold | 495,053 | 719,878 | 1,003,355 | 1,426,011 | |
Gross margin | 30,390 | 9,057 | 27,747 | 642 | |
Operating income (loss) | (2,213) | (25,139) | (35,866) | (67,089) | |
Depreciation and amortization | 20,544 | 23,253 | 41,078 | 47,007 | |
Ethanol Production | Intersegment Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | (1,179) | (1,133) | (2,392) | (2,238) | |
Agribusiness & Energy Services | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 94,561 | 129,830 | 187,329 | 266,166 | |
Agribusiness & Energy Services | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 100,949 | 135,823 | 199,945 | 278,209 | |
Cost of goods sold | 93,516 | 129,409 | 181,502 | 262,689 | |
Gross margin | 7,433 | 6,414 | 18,443 | 15,520 | |
Operating income (loss) | 2,166 | 2,173 | 8,170 | 6,299 | |
Depreciation and amortization | 497 | 536 | 1,002 | 1,349 | |
Agribusiness & Energy Services | Intersegment Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | $ (6,388) | $ (5,993) | $ (12,616) | $ (12,043) |
Segment Information - Total Ass
Segment Information - Total Assets for Operating Segments (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 1,763,600 | $ 1,939,322 |
Operating Segments | Ethanol Production | ||
Segment Reporting Information [Line Items] | ||
Total assets | 1,295,412 | 1,275,562 |
Operating Segments | Agribusiness & Energy Services | ||
Segment Reporting Information [Line Items] | ||
Total assets | 362,445 | 413,937 |
Corporate assets | ||
Segment Reporting Information [Line Items] | ||
Total assets | 109,982 | 254,300 |
Intersegment Eliminations | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ (4,239) | $ (4,477) |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |||
Lower of cost or market adjustment | $ 9.5 | $ 9.5 | $ 2.6 |
Inventories - Components of Inv
Inventories - Components of Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 70,922 | $ 73,975 |
Commodities held for sale | 17,083 | 45,898 |
Raw materials | 32,751 | 32,820 |
Work-in-process | 14,255 | 14,454 |
Supplies and parts | 52,972 | 48,663 |
Inventories | $ 187,983 | $ 215,810 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||
Accumulated other comprehensive loss | $ 2,807 | $ 2,807 | $ 3,160 | ||
Energy trading contracts gain | $ 500 | $ 400 | $ 2,300 | $ 4,200 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Fair Value of Derivative Financial Instruments (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | $ 4,614 | $ 13,311 |
Liability Derivatives, Fair Value | 16,992 | 10,579 |
Derivative Financial Instruments, Assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | 4,614 | 13,311 |
Net unrealized gains on exchange traded futures and options contracts included in balance sheet | 13,000 | 6,500 |
Net unrealized gains (losses) on derivative financial instruments | 800 | 700 |
Derivative Financial Instruments, Assets | Fair Value Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Unrealized gains (loss) on derivative financial instruments designated as fair value instruments | 700 | |
Derivative Financial Instruments, Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives, Fair Value | 16,783 | 10,577 |
Net unrealized gains (losses) on derivative financial instruments | (200) | |
Other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives, Fair Value | $ 209 | $ 2 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Gain (Loss) in Statement of Financial Performance (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | $ (2,298) | $ (4,736) | $ (9,285) | $ (6,972) | |
Carrying Amount of the Hedged Assets | 17,083 | 17,083 | $ 45,898 | ||
Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Liabilities | (1,373) | (1,373) | $ (1,104) | ||
Not Designated as Hedging Instrument | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Location of Gain (Loss) Recognized in Income on Derivatives | (2,803) | (6,648) | (700) | (5,073) | |
Revenues | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | 0 | (1,518) | 3,736 | (1,518) | |
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 | 0 | (1,518) | 3,736 | (1,518) | |
Cost of goods sold | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | (2,298) | (3,218) | (13,021) | (5,454) | |
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 | (4,142) | (3,034) | (13,964) | (3,949) | |
Commodity contracts | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Gain (Loss) Recognized in Other Comprehensive Income on Derivatives | (863) | 932 | (8,822) | (15,879) | |
Commodity contracts | Revenues | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Gain (Loss) on Fair Value Hedges Recognized in Earnings | 0 | 0 | 0 | 0 | |
Commodity contracts | Cost of goods sold | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Gain (Loss) on Fair Value Hedges Recognized in Earnings | 1,014 | (1,063) | (3,347) | (10,420) | |
Exchange-traded futures and options | Revenues | Not Designated as Hedging Instrument | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Location of Gain (Loss) Recognized in Income on Derivatives | (146) | (3,269) | (1,219) | (11,145) | |
Exchange-traded futures and options | Cost of goods sold | Not Designated as Hedging Instrument | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Location of Gain (Loss) Recognized in Income on Derivatives | 8,617 | 25,367 | 11,654 | 33,733 | |
Forwards | Revenues | Not Designated as Hedging Instrument | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Location of Gain (Loss) Recognized in Income on Derivatives | (1,715) | 3,967 | (4,444) | 4,626 | |
Forwards | Cost of goods sold | Not Designated as Hedging Instrument | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Location of Gain (Loss) Recognized in Income on Derivatives | (9,559) | (32,713) | (6,691) | (32,287) | |
Exchange Future | Revenues | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | 0 | (1,518) | 3,736 | (1,518) | |
Gain (Loss) on Fair Value Hedges Recognized in Earnings | 0 | 0 | 0 | 0 | |
Exchange Future | Cost of goods sold | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | (2,298) | (3,218) | (13,021) | (5,454) | |
Gain (Loss) on Fair Value Hedges Recognized in Earnings | $ (2,858) | $ 1,247 | $ 2,404 | $ 11,925 |
Derivative Financial Instrume_6
Derivative Financial Instruments - Open Position Derivative Financial Instruments (Details) contract in Thousands | Jun. 30, 2024 contract |
Corn | Exchange Traded | Long | Cash Flow Hedging | Futures | |
Derivative [Line Items] | |
Open commodity derivative positions, long (short) (in contracts) | 12,300 |
Corn | Exchange Traded | Short | Futures | |
Derivative [Line Items] | |
Open commodity derivative positions, long (short) (in contracts) | 18,380 |
Corn | Exchange Traded | Short | Fair Value Hedging | Futures | |
Derivative [Line Items] | |
Open commodity derivative positions, long (short) (in contracts) | 660 |
Corn | Non-Exchange Traded | Long | Forwards | |
Derivative [Line Items] | |
Open commodity derivative positions, long (short) (in contracts) | 25,289 |
Corn | Non-Exchange Traded | Short | Forwards | |
Derivative [Line Items] | |
Open commodity derivative positions, long (short) (in contracts) | 0 |
Ethanol | Exchange Traded | Short | Futures | |
Derivative [Line Items] | |
Open commodity derivative positions, long (short) (in contracts) | 3,864 |
Ethanol | Exchange Traded | Short | Cash Flow Hedging | Futures | |
Derivative [Line Items] | |
Open commodity derivative positions, long (short) (in contracts) | 34,230 |
Ethanol | Non-Exchange Traded | Long | Forwards | |
Derivative [Line Items] | |
Open commodity derivative positions, long (short) (in contracts) | 0 |
Ethanol | Non-Exchange Traded | Short | Forwards | |
Derivative [Line Items] | |
Open commodity derivative positions, long (short) (in contracts) | 226,298 |
Natural Gas | Exchange Traded | Long | Cash Flow Hedging | Futures | |
Derivative [Line Items] | |
Open commodity derivative positions, long (short) (in contracts) | 9,513 |
Natural Gas | Exchange Traded | Short | Futures | |
Derivative [Line Items] | |
Open commodity derivative positions, long (short) (in contracts) | 1,958 |
Natural Gas | Exchange Traded | Short | Fair Value Hedging | Futures | |
Derivative [Line Items] | |
Open commodity derivative positions, long (short) (in contracts) | 5,760 |
Natural Gas | Non-Exchange Traded | Long | Forwards | |
Derivative [Line Items] | |
Open commodity derivative positions, long (short) (in contracts) | 8,788 |
Natural Gas | Non-Exchange Traded | Short | Forwards | |
Derivative [Line Items] | |
Open commodity derivative positions, long (short) (in contracts) | 12 |
Soybeans In Bushels | Exchange Traded | Long | Equity Option | |
Derivative [Line Items] | |
Open commodity derivative positions, long (short) (in contracts) | 961 |
Soybean Meal in Tons | Exchange Traded | Long | Futures | |
Derivative [Line Items] | |
Open commodity derivative positions, long (short) (in contracts) | 13 |
Distillers Grains in Tons | Non-Exchange Traded | Long | Forwards | |
Derivative [Line Items] | |
Open commodity derivative positions, long (short) (in contracts) | 124 |
Distillers Grains in Tons | Non-Exchange Traded | Short | Forwards | |
Derivative [Line Items] | |
Open commodity derivative positions, long (short) (in contracts) | 231 |
Corn Oil | Non-Exchange Traded | Long | Forwards | |
Derivative [Line Items] | |
Open commodity derivative positions, long (short) (in contracts) | 0 |
Corn Oil | Non-Exchange Traded | Short | Forwards | |
Derivative [Line Items] | |
Open commodity derivative positions, long (short) (in contracts) | 58,803 |
Debt - Components of Long-Term
Debt - Components of Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Mar. 31, 2021 | Feb. 09, 2021 |
Debt Instrument [Line Items] | ||||
Total book value of long-term debt | $ 489,809 | $ 498,763 | ||
Unamortized debt issuance costs | (4,206) | (5,013) | ||
Less: current maturities of long-term debt | (1,830) | (1,832) | ||
Total long-term debt | $ 483,773 | 491,918 | ||
Convertible Notes | 2.25% Convertible Notes Due 2027 | Corporate Activities | ||||
Debt Instrument [Line Items] | ||||
Interest rate, stated percentage | 2.25% | 2.25% | ||
Face amount | $ 230,000 | |||
Total book value of long-term debt | $ 230,000 | 230,000 | ||
Unamortized debt issuance costs | $ (3,400) | (4,000) | ||
$75.0 Million Delayed Draw Loan Agreement | ||||
Debt Instrument [Line Items] | ||||
Interest rate, stated percentage | 5.02% | |||
Other Debt Obligations | ||||
Debt Instrument [Line Items] | ||||
Total book value of long-term debt | $ 9,465 | 14,669 | ||
Green Plains SPE LLC | $125.0 Million Junior Secured Mezzanine Notes Due 2026 | ||||
Debt Instrument [Line Items] | ||||
Interest rate, stated percentage | 11.75% | |||
Face amount | $ 125,000 | $ 125,000 | ||
Total book value of long-term debt | 125,000 | 125,000 | ||
Unamortized debt issuance costs | $ (300) | (400) | ||
Green Plains Shenandoah | $75.0 Million Delayed Draw Loan Agreement | ||||
Debt Instrument [Line Items] | ||||
Interest rate, stated percentage | 5.02% | |||
Face amount | $ 75,000 | |||
Total book value of long-term debt | 72,375 | 73,125 | ||
Unamortized debt issuance costs | (300) | (300) | ||
Partnership Segment [Member] | $60.0 Million Term Loan | ||||
Debt Instrument [Line Items] | ||||
Total book value of long-term debt | 52,969 | 55,969 | ||
Credit Facility | Partnership Segment [Member] | ||||
Debt Instrument [Line Items] | ||||
Face amount | 60,000 | |||
Unamortized debt issuance costs | $ (200) | $ (300) |
Debt - Components of Short-term
Debt - Components of Short-term Notes Payable and Other Borrowings (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Short-term notes payable and other borrowings | $ 124,579 | $ 105,973 |
$350.0 million revolver | ||
Debt Instrument [Line Items] | ||
Face amount | 350,000 | |
Short-term notes payable and other borrowings | 120,000 | 99,000 |
Green Plains Commodity Management | $40.0 million hedge line | ||
Debt Instrument [Line Items] | ||
Face amount | 40,000 | |
Short-term notes payable and other borrowings | $ 4,579 | $ 6,973 |
Debt - Corporate Activities Nar
Debt - Corporate Activities Narrative (Details) - 2.25% Convertible Notes Due 2027 - Convertible Notes - Corporate Activities $ / shares in Units, $ in Millions | 1 Months Ended | |
Mar. 31, 2021 USD ($) day $ / shares | Jun. 30, 2024 | |
Debt Instrument [Line Items] | ||
Face amount | $ | $ 230 | |
Interest rate, stated percentage | 2.25% | 2.25% |
Debt conversion price (in dollars per share) | $ / shares | $ 31.62 | |
Debt conversion price percentage | 37.50% | |
Percent of excess of applicable conversion price | 140% | |
Convertible threshold trading days (in days) | 20 | |
Consecutive convertible threshold trading days (in days) | 30 | |
Redemption price, percentage | 100% | |
Percent of principal amount, cash price for repurchase | 100% | |
Convertible rate | 3.16206% |
Debt - Ethanol Production Segme
Debt - Ethanol Production Segment, Partnership Segment, Covenant Compliance, and Restricted Net Assets Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jul. 20, 2021 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2024 USD ($) $ / gal | Jun. 30, 2023 USD ($) | Feb. 11, 2022 USD ($) | Feb. 09, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||
Amount of restricted net assets | $ 112,800 | $ 112,800 | ||||
Debt prepayment cost | 29,196 | $ 0 | ||||
BlackRock | Partnership Segment [Member] | Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, debt purchased | $ 1,000 | |||||
$125.0 Million Junior Secured Mezzanine Notes Due 2026 | Green Plains SPE LLC | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 125,000 | $ 125,000 | $ 125,000 | |||
Interest rate, stated percentage | 11.75% | 11.75% | ||||
Debt instrument, retired or refinanced term with no prepayment premium | 42 months | |||||
$125.0 Million Junior Secured Mezzanine Notes Due 2026 | Green Plains SPE LLC | Elect To Pay In Cash | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, basis spread on variable rate, percentage | 6% | |||||
$125.0 Million Junior Secured Mezzanine Notes Due 2026 | Green Plains SPE LLC | Paid In Kind | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, basis spread on variable rate, percentage | 6.75% | |||||
$75.0 Million Delayed Draw Loan Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, stated percentage | 5.02% | 5.02% | ||||
$75.0 Million Delayed Draw Loan Agreement | Green Plains Shenandoah | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 75,000 | $ 75,000 | ||||
Interest rate, stated percentage | 5.02% | 5.02% | ||||
Interest rate premium | 1.50% | 1.50% | ||||
Annual principal payments | $ 1,500 | $ 1,500 | ||||
Minimum loan to value ratio, percent | 50% | |||||
Fixed charge coverage ratio | 1.25 | 1.25 | ||||
Debt service reserve term of future payments | 6 months | |||||
Minimum working capital required for compliance, per gallon (in dollars per gallon) | $ / gal | 0.10 | |||||
Minimum working capital required for compliance | $ 90,300 | |||||
$75.0 Million Delayed Draw Loan Agreement | Green Plains Shenandoah | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Unused capacity fee, percentage | 0% | |||||
$75.0 Million Delayed Draw Loan Agreement | Green Plains Shenandoah | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Unused capacity fee, percentage | 1.50% | |||||
$60.0 Million Term Loan | Partnership Segment [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Option to prepay per quarter, amount | $ 1,500 | |||||
Debt prepayment cost | $ 1,500 | $ 3,000 | ||||
$60.0 Million Term Loan | Minimum | Partnership Segment [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Minimum debt service coverage ratio | 1.10 | 1.10 | ||||
$60.0 Million Term Loan | Maximum | Partnership Segment [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum consolidated leverage ratio | 2.50 | 2.50 | ||||
$60.0 Million Term Loan | Secured Overnight Financing Rate (SOFR) | Partnership Segment [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, stated percentage | 13.60% | 13.60% | ||||
Interest rate, basis spread on variable rate, percentage | 8.26% |
Debt - Agribusiness And Energy
Debt - Agribusiness And Energy Services Segment Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Mar. 25, 2022 | Jun. 30, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | |||
Short-term note payable | $ 124,579 | $ 105,973 | |
Agribusiness & Energy Services | Green Plains Commodity Management | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Line of credit, maximum borrowing capacity | $ 40,000 | ||
Interest rate, stated percentage | 7.09% | ||
Agribusiness & Energy Services | Green Plains Commodity Management | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | |||
Debt Instrument [Line Items] | |||
Interest rate, basis spread on variable rate, percentage | 1.75% | ||
$350.0 million revolver | |||
Debt Instrument [Line Items] | |||
Short-term note payable | $ 120,000 | $ 99,000 | |
$350.0 million revolver | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Interest rate, stated percentage | 8.74% | ||
$350.0 million revolver | Agribusiness & Energy Services | |||
Debt Instrument [Line Items] | |||
Minimum current ratio required | 1 | ||
Minimum collateral coverage ratio required | 1.20 | ||
Maximum debt to capitalization ratio required | 0.60 | ||
$350.0 million revolver | Agribusiness & Energy Services | Credit Facility | |||
Debt Instrument [Line Items] | |||
Debt instrument, term | 5 years | ||
Line of credit, maximum borrowing capacity | $ 350,000 | ||
$350.0 million revolver | Agribusiness & Energy Services | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Line of credit, maximum borrowing capacity | $ 350,000 | ||
Additional amounts available under facility, accordion feature | $ 100,000 | ||
$350.0 million revolver | Agribusiness & Energy Services | Revolving Credit Facility | Minimum | |||
Debt Instrument [Line Items] | |||
Unused capacity fee, percentage | 0.275% | ||
Change in control percentage benchmark | (0.025%) | ||
$350.0 million revolver | Agribusiness & Energy Services | Revolving Credit Facility | Minimum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||
Debt Instrument [Line Items] | |||
Interest rate, basis spread on variable rate, percentage | 2.25% | ||
$350.0 million revolver | Agribusiness & Energy Services | Revolving Credit Facility | Minimum | Base Rate | |||
Debt Instrument [Line Items] | |||
Interest rate, basis spread on variable rate, percentage | 1.25% | ||
$350.0 million revolver | Agribusiness & Energy Services | Revolving Credit Facility | Maximum | |||
Debt Instrument [Line Items] | |||
Unused capacity fee, percentage | 0.375% | ||
Change in control percentage benchmark | 0.10% | ||
$350.0 million revolver | Agribusiness & Energy Services | Revolving Credit Facility | Maximum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||
Debt Instrument [Line Items] | |||
Interest rate, basis spread on variable rate, percentage | 2.50% | ||
$350.0 million revolver | Agribusiness & Energy Services | Revolving Credit Facility | Maximum | Base Rate | |||
Debt Instrument [Line Items] | |||
Interest rate, basis spread on variable rate, percentage | 1.50% | ||
Inventory Financing, $50.0 Million | Green Plains Grain | |||
Debt Instrument [Line Items] | |||
Short-term note payable | $ 0 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Feb. 16, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized | 5,700,000 | 5,700,000 | ||||
Number of shares remaining available | 2,200,000 | 2,200,000 | ||||
Compensation costs expensed | $ 3.5 | $ 3.8 | $ 6.6 | $ 6.7 | ||
Unrecognized compensation costs | $ 24 | $ 24 | ||||
Compensation expected to be recognized, weighted-average period in years | 2 years | |||||
Potential tax benefit, percentage | 23.60% | |||||
Green Plains Partners Long-Term Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized | 2,500,000 | 2,500,000 | ||||
Green Plains Partners Long-Term Incentive Plan | Green Plains Partners Merger | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,200,000 | 1,200,000 | ||||
Performance Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Risk free interest rate | 4.44% | |||||
Dividend yield | 0% | |||||
Expected volatility | 54.60% | |||||
Closing stock price (in dollars per share) | $ 20.21 | $ 20.21 | ||||
Fair value (in dollars per share) | $ 25.23 | $ 25.23 | ||||
Non-vested, shares outstanding (in shares) | 538,572 | 538,572 | 404,740 | |||
Vested (in shares) | 136,475 | |||||
Performance Shares | Share-based Compensation Award, Tranche One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Target percentage | 100% | |||||
Number of Shares authorized, achievement of maximum goals | 1,077,144 | |||||
Achievement of maximum goals percentage | 200% | |||||
Non-vested, shares outstanding (in shares) | 538,572 | 538,572 | ||||
Performance Shares | Share-based Compensation Award, Tranche Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Target percentage | 100% | |||||
Vested (in shares) | 118,673 | |||||
Vested target percentage | 115% | |||||
Issuance of common stock (in shares) | 136,475 |
Stock-Based Compensation - Non-
Stock-Based Compensation - Non-Vested Stock Award and Deferred Stock Unit Activity (Details) - Restricted Stock Awards And Deferred Stock Units | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Non-Vested Shares and Deferred Stock Units | |
Non-vested, beginning balance (in shares) | shares | 607,894 |
Granted (in shares) | shares | 454,875 |
Forfeited (in shares) | shares | (5,162) |
Vested (in shares) | shares | (346,839) |
Non-vested, ending balance (in shares) | shares | 710,768 |
Weighted- Average Grant- Date Fair Value | |
Non-vested, beginning balance (in dollars per share) | $ / shares | $ 30.79 |
Granted (in dollars per share) | $ / shares | 20.32 |
Forfeited (in dollars per share) | $ / shares | 24.27 |
Vested (in dollars per share) | $ / shares | 29.38 |
Non-vested, ending balance (in dollars per share) | $ / shares | $ 24.82 |
Non-vested, weighted-average remaining vesting term (in years) | 2 years 1 month 6 days |
Stock-Based Compensation - No_2
Stock-Based Compensation - Non-Vested Performance Share Award Activity (Details) - Performance Shares | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Performance Shares | |
Non-vested, beginning balance (in shares) | shares | 404,740 |
Granted (in shares) | shares | 270,307 |
Vested (in shares) | shares | (136,475) |
Non-vested, ending balance (in shares) | shares | 538,572 |
Weighted- Average Grant- Date Fair Value | |
Non-vested, beginning balance (in dollars per share) | $ / shares | $ 30.51 |
Granted (in dollars per share) | $ / shares | 23 |
Vested (in dollars per share) | $ / shares | 26.22 |
Non-vested, ending balance (in dollars per share) | $ / shares | $ 27.82 |
Non-vested, weighted-average remaining vesting term (in years) | 1 year 10 months 24 days |
Stock-Based Compensation - No_3
Stock-Based Compensation - Non-Vested Unit-based Awards Activity (Details) - Non-vested Unit Based Awards Activity | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Performance Shares | |
Non-vested, beginning balance (in shares) | shares | 18,549 |
Vested (in shares) | shares | (18,549) |
Non-vested, ending balance (in shares) | shares | 0 |
Weighted- Average Grant- Date Fair Value | |
Non-vested, beginning balance (in dollars per share) | $ / shares | $ 12.94 |
Vested (in dollars per share) | $ / shares | 12.94 |
Non-vested, ending balance (in dollars per share) | $ / shares | $ 0 |
Non-vested, weighted-average remaining vesting term (in years) | 0 years |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
EPS - basic and diluted | ||||
Net loss attributable to Green Plains | $ (24,350) | $ (52,604) | $ (75,762) | $ (122,928) |
Weighted average shares outstanding - basic (in shares) | 63,933 | 58,874 | 63,637 | 58,714 |
EPS - basic (in dollars per share) | $ (0.38) | $ (0.89) | $ (1.19) | $ (2.09) |
EPS - diluted: | ||||
Net income (loss) attributable to Green Plains | $ (24,350) | $ (52,604) | $ (75,762) | $ (122,928) |
Net income (loss) attributable to Green Plains - diluted | $ (24,350) | $ (52,604) | $ (75,762) | $ (122,928) |
Effect of dilutive convertible debt: | ||||
Weighted average shares outstanding - diluted (in shares) | 63,933 | 58,874 | 63,637 | 58,714 |
EPS - diluted (in dollars per share) | $ (0.38) | $ (0.89) | $ (1.19) | $ (2.09) |
Anti-dilutive weighted-average convertible debt, warrants and stock-based compensation (in shares) | 7,713 | 8,459 | 7,674 | 8,528 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jan. 09, 2024 | Mar. 31, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Partnership Merger | $ (36,725) | |||
Green Plains Partners Merger | ||||
Class of Stock [Line Items] | ||||
Shares issued | 4.7 | 4.7 | ||
Consideration paid for business acquisition | $ 29,200 | $ 29,200 | ||
Partnership Merger | 133,800 | |||
Accumulated estimated fees | $ 7,500 | |||
Common Stock | ||||
Class of Stock [Line Items] | ||||
Partnership Merger | $ 5 | |||
Common Stock | Green Plains Partners Merger | ||||
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stockholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning balance | $ 900,468 | $ 990,056 | $ 973,037 | $ 1,061,066 | $ 990,056 | $ 1,061,066 |
Treasury stock, beginning balance (in shares) | 2,805,059 | 2,805,059 | ||||
Net loss | (24,038) | $ (51,122) | (48,320) | (66,249) | $ (75,160) | (114,569) |
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | (6,497) | (5,305) | ||||
Other comprehensive loss before reclassification | (657) | (6,043) | 710 | (12,788) | ||
Amounts reclassified from accumulated other comprehensive loss | 1,748 | 5,305 | 3,602 | 1,701 | 7,053 | 5,303 |
Other comprehensive loss, net of tax | 1,091 | (738) | 4,312 | (11,087) | 353 | (6,775) |
Investment in subsidiaries | 167 | 166 | 8 | 185 | ||
Partnership Merger | (36,725) | |||||
Stock-based compensation | 3,173 | (1,169) | 3,312 | (5,573) | ||
Ending balance | 880,861 | 900,468 | 925,852 | 973,037 | 880,861 | 925,852 |
Total Green Plains Stockholders' Equity | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning balance | 887,454 | 843,733 | 822,988 | 910,031 | 843,733 | 910,031 |
Net loss | (24,350) | (51,412) | (52,604) | (70,324) | ||
Other comprehensive loss before reclassification | (657) | (6,043) | 710 | (12,788) | ||
Amounts reclassified from accumulated other comprehensive loss | 1,748 | 5,305 | 3,602 | 1,701 | ||
Other comprehensive loss, net of tax | 1,091 | (738) | 4,312 | (11,087) | ||
Partnership Merger | 97,040 | |||||
Stock-based compensation | 3,173 | (1,169) | 3,252 | (5,632) | ||
Ending balance | $ 867,368 | $ 887,454 | $ 777,948 | $ 822,988 | $ 867,368 | $ 777,948 |
Common Stock | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock, beginning balance (shares) | 67,422,000 | 62,327,000 | 62,318,000 | 62,101,000 | 62,327,000 | 62,101,000 |
Beginning balance | $ 67 | $ 62 | $ 62 | $ 62 | $ 62 | $ 62 |
Partnership Merger (in shares) | 4,746,000 | |||||
Partnership Merger | $ 5 | |||||
Stock-based compensation (in shares) | 39,000 | 349,000 | 15,000 | 217,000 | ||
Common stock, ending balance (shares) | 67,461,000 | 67,422,000 | 62,333,000 | 62,318,000 | 67,461,000 | 62,333,000 |
Ending balance | $ 67 | $ 67 | $ 62 | $ 62 | $ 67 | $ 62 |
Additional Paid-in Capital | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning balance | 1,209,672 | 1,113,806 | 1,104,519 | 1,110,151 | 1,113,806 | 1,110,151 |
Partnership Merger | 97,035 | |||||
Stock-based compensation | 3,173 | (1,169) | 3,252 | (5,632) | ||
Ending balance | 1,212,845 | 1,209,672 | 1,107,771 | 1,104,519 | 1,212,845 | 1,107,771 |
Retained Deficit | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning balance | (287,213) | (235,801) | (212,741) | (142,417) | (235,801) | (142,417) |
Net loss | (24,350) | (51,412) | (52,604) | (70,324) | ||
Ending balance | (311,563) | (287,213) | (265,345) | (212,741) | (311,563) | (265,345) |
Accumulated Other Comprehensive Loss | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning balance | (3,898) | (3,160) | (37,678) | (26,591) | (3,160) | (26,591) |
Other comprehensive loss before reclassification | (657) | (6,043) | 710 | (12,788) | ||
Amounts reclassified from accumulated other comprehensive loss | 1,748 | 5,305 | 3,602 | 1,701 | ||
Other comprehensive loss, net of tax | 1,091 | (738) | 4,312 | (11,087) | ||
Ending balance | (2,807) | (3,898) | (33,366) | (37,678) | (2,807) | (33,366) |
Treasury Stock | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning balance | $ (31,174) | $ (31,174) | $ (31,174) | $ (31,174) | $ (31,174) | $ (31,174) |
Treasury stock, beginning balance (in shares) | 2,805,000 | 2,805,000 | 2,805,000 | 2,805,000 | 2,805,000 | 2,805,000 |
Treasury stock, ending balance (in shares) | 2,805,000 | 2,805,000 | 2,805,000 | 2,805,000 | 2,805,000 | 2,805,000 |
Ending balance | $ (31,174) | $ (31,174) | $ (31,174) | $ (31,174) | $ (31,174) | $ (31,174) |
Non- Controlling Interests | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning balance | 13,014 | 146,323 | 150,049 | 151,035 | 146,323 | 151,035 |
Net loss | 312 | 290 | 4,284 | 4,075 | ||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | (6,497) | (5,305) | ||||
Investment in subsidiaries | 167 | 166 | 8 | 185 | ||
Partnership Merger | (133,765) | |||||
Stock-based compensation | 0 | 0 | 60 | 59 | ||
Ending balance | $ 13,493 | $ 13,014 | $ 147,904 | $ 150,049 | $ 13,493 | $ 147,904 |
Stockholders' Equity - Reclassi
Stockholders' Equity - Reclassification From Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Revenues | $ 618,825 | $ 857,632 | $ 1,216,039 | $ 1,690,581 | ||
Income tax expense (benefit) | (273) | (1,019) | 56 | 2,410 | ||
Net loss | (24,038) | $ (51,122) | (48,320) | $ (66,249) | (75,160) | (114,569) |
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Income tax expense (benefit) | 550 | 1,134 | 2,232 | 1,669 | ||
Net loss | (1,748) | (3,602) | (7,053) | (5,303) | ||
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) | Accumulated Gain (Loss), Cash Flow Hedge, Including Noncontrolling Interest | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Income (loss) before income taxes and income from equity method investees | (2,298) | (4,736) | (9,285) | (6,972) | ||
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) | Commodity contracts | Accumulated Gain (Loss), Cash Flow Hedge, Including Noncontrolling Interest | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Revenues | 0 | (1,518) | 3,736 | (1,518) | ||
Cost of goods sold | $ (2,298) | $ (3,218) | $ (13,021) | $ (5,454) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Aug. 16, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |||||
Incentives related tax credits | $ 370,000,000 | ||||
Income tax benefit (expense) | $ 273 | $ 1,019 | $ (56) | $ (2,410) | |
Prior period reclassification adjustment | $ 1,000,000 | ||||
Unrecognized tax benefits | $ 51,400 | $ 51,400 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2024 USD ($) lease | |
Trading Activity, Gains and Losses, Net [Line Items] | |
Number of leases not yet commenced | lease | 2 |
Undiscounted future lease payments | $ 5.9 |
Term of lease that has not yet commenced | 5 years |
Contracted future purchases | $ 163.3 |
Future commitments for storage and transportation value | $ 19.8 |
Minimum | |
Trading Activity, Gains and Losses, Net [Line Items] | |
Operating lease remaining lease term | 1 year |
Maximum | |
Trading Activity, Gains and Losses, Net [Line Items] | |
Operating lease remaining lease term | 13 years 4 months 24 days |
Commitments and Contingencies_2
Commitments and Contingencies - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating lease expense | $ 7,110 | $ 6,843 | $ 14,118 | $ 13,589 |
Variable lease expense (benefit) | 350 | (176) | 664 | (307) |
Total lease expense | $ 7,460 | $ 6,667 | $ 14,782 | $ 13,282 |
Commitments and Contingencies_3
Commitments and Contingencies - Supplemental Cash Flow Information Related To Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flow from operating leases | $ 7,051 | $ 6,642 | $ 14,039 | $ 12,839 |
Right-of-use assets obtained in exchange for lease obligations: Operating leases | $ 3,955 | $ 6,798 | $ 11,118 | $ 23,456 |
Commitments and Contingencies_4
Commitments and Contingencies - Supplemental Balance Sheet Information Related to Operating Leases (Details) | Jun. 30, 2024 | Dec. 31, 2023 |
Commitments and Contingencies Disclosure [Abstract] | ||
Weighted average remaining lease term | 4 years 2 months 12 days | 4 years 6 months |
Weighted average discount rate | 5.33% | 5.16% |
Commitments and Contingencies_5
Commitments and Contingencies - Aggregate Minimum Lease Payments (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2024 | $ 14,404 |
2025 | 24,520 |
2026 | 17,750 |
2027 | 13,590 |
2028 | 5,957 |
Thereafter | 9,055 |
Total | 85,276 |
Less: Present value discount | (9,342) |
Lease liabilities | $ 75,934 |