Green Plains Inc.
Green Plains Renewable Energy, Inc. (Form: 10-Q, Received: 05/03/2010 17:27:15)
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

Quarterly Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

For the Quarterly Period Ended March 31, 2010

Commission File Number 001-32924

 

 

GREEN PLAINS RENEWABLE ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Iowa   84-1652107

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

9420 Underwood Avenue,

Suite 100 Omaha, NE 68114

  (402) 884-8700
(Address of principal executive offices, including zip code)   (Registrant’s telephone number, including area code)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     x   Yes     ¨   No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     ¨   Yes     ¨   No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ¨    Accelerated filer   x
Non-accelerated filer   ¨    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     ¨   Yes     x   No

The number of shares of common stock, par value $0.001 per share, outstanding as of April 30, 2010 was 31,352,935 shares.

 

 

 


Table of Contents

TABLE OF CONTENTS

 

          Page
PART I – FINANCIAL INFORMATION   
Item 1.    Financial Statements   
  

Consolidated Balance Sheets

   2
  

Consolidated Statements of Operations

   3
  

Consolidated Statements of Cash Flows

   4
  

Notes to Consolidated Financial Statements

   6
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations    24
Item 3.    Quantitative and Qualitative Disclosures About Market Risk    33
Item 4.    Controls and Procedures    35
PART II – OTHER INFORMATION   
Item 1.    Legal Proceedings    37
Item 1A.    Risk Factors    37
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds    37
Item 3.    Defaults Upon Senior Securities    37
Item 4.    (Removed and Reserved)    37
Item 5.    Other Information    37
Item 6.    Exhibits    37
Signatures       39

 

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GREEN PLAINS RENEWABLE ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

 

     March 31,
2010
    December 31,
2009
 
     (unaudited)        
ASSETS     

Current assets

    

Cash and cash equivalents

   $ 182,052      $ 89,779   

Restricted cash

     8,056        12,554   

Accounts receivable, net of allowances of $139 and $119, and including amounts from related parties of $3,428 and $2,311, respectively

     42,934        44,637   

Inventories

     87,055        81,558   

Prepaid expenses and other

     6,901        7,574   

Deferred income taxes

     13,087        —     

Deposits

     11,639        14,752   

Derivative financial instruments

     4,762        1,592   
                

Total current assets

     356,486        252,446   

Property and equipment, net of accumulated depreciation of $47,137 and $38,730, respectively

     590,151        596,235   

Investment in unconsolidated subsidiaries

     2,104        2,272   

Goodwill

     14,543        14,543   

Financing costs and other, net

     12,376        12,585   
                

Total assets

   $ 975,660      $ 878,081   
                
LIABILITIES AND STOCKHOLDERS’ EQUITY     

Current liabilities

    

Accounts payable, including amounts to related parties of $1,707 and $652, respectively

   $ 57,045      $ 70,246   

Accrued liabilities

     16,260        24,052   

Unearned revenue

     21,099        9,535   

Derivative financial instruments

     4,924        2,109   

Current maturities of long-term debt

     72,111        68,390   
                

Total current liabilities

     171,439        174,332   

Long-term debt

     375,391        388,573   

Deferred income taxes

     17,563        —     

Other liabilities

     4,332        4,468   
                

Total liabilities

     568,725        567,373   
                

Stockholders’ equity

    

Common stock, $0.001 par value; 50,000,000 shares authorized; 31,340,378 and 24,957,378 shares issued and outstanding, respectively

     31        25   

Additional paid-in capital

     373,089        292,231   

Retained earnings

     24,907        9,331   

Accumulated other comprehensive loss

     (246     (123
                

Total Green Plains stockholders’ equity

     397,781        301,464   

Noncontrolling interests

     9,154        9,244   
                

Total stockholders’ equity

     406,935        310,708   
                

Total liabilities and stockholders’ equity

   $ 975,660      $ 878,081   
                

See accompanying notes to the consolidated financial statements.

 

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GREEN PLAINS RENEWABLE ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited and in thousands, except per share amounts)

 

     Three Months Ended
March  31,
 
     2010     2009  

Revenues

   $ 426,474      $ 221,082   

Cost of goods sold

     389,000        219,203   
                

Gross profit

     37,474        1,879   

Selling, general and administrative expenses

     12,969        9,059   
                

Operating income (loss)

     24,505        (7,180
                

Other income (expense)

    

Interest income

     27        74   

Interest expense

     (4,656     (2,514

Other, net

     —          334   
                

Total other expense

     (4,629     (2,106
                

Income (loss) before income taxes

     19,876        (9,286

Income tax expense

     4,390        —     
                

Net income (loss)

     15,486        (9,286

Net (income) loss attributable to noncontrolling interests

     90        (55
                

Net income (loss) attributable to Green Plains

   $ 15,576      $ (9,341
                

Earnings (loss) per share:

    

Income (loss) attributable to Green Plains stockholders - basic

   $ 0.59      $ (0.38
                

Income (loss) attributable to Green Plains stockholders - diluted

   $ 0.58      $ (0.38
                

Weighted average shares outstanding:

    

Basic

     26,526        24,865   
                

Diluted

     27,026        24,865   
                

See accompanying notes to the consolidated financial statements.

 

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GREEN PLAINS RENEWABLE ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

 

     Three Months Ended
March  31,
 
     2010     2009  

Cash flows from operating activities:

    

Net income (loss)

   $ 15,486      $ (9,286

Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:

    

Depreciation and amortization

     8,651        6,169   

Deferred income taxes

     4,307        —     

Stock-based compensation expense

     1,323        153   

Undistributed equity in loss of affiliates

     168        100   

Allowance for doubtful accounts

     20        —     

Changes in operating assets and liabilities:

    

Accounts receivable

     1,683        18,166   

Inventories

     (5,497     (5,360

Deposits

     3,113        (1,565

Unrealized gains on derivative financial instruments

     (283     (1,629

Prepaid expenses and other assets

     673        7,016   

Accounts payable and accrued liabilities

     (20,993     (35,596

Unearned revenues

     11,564        11,881   

Other

     (612     (616
                

Net cash provided (used) by operating activities

     19,603        (10,567
                

Cash flows from investing activities:

    

Purchases of property and equipment

     (2,300     (1,304

Acquisition of businesses, net of cash acquired

     —          (3,220

Other

     —          (256
                

Net cash used by investing activities

     (2,300     (4,780
                

Cash flows from financing activities:

    

Proceeds from the issuance of long-term debt

     1,750        322   

Payments of principal on long-term debt

     (8,833     (2,932

Proceeds from revolving debt

     434,949        8,194   

Payments on revolving debt

     (437,312     —     

Proceeds from issuance of common stock

     79,844        —     

Change in restricted cash

     4,498        230   

Payments of loan fees

     (26     (1,191

Other

     100        40   
                

Net cash provided by financing activities

     74,970        4,663   
                

Net change in cash and equivalents

     92,273        (10,684

Cash and cash equivalents, beginning of period

     89,779        62,294   
                

Cash and cash equivalents, end of period

   $ 182,052      $ 51,610   
                

Continued on the following page

 

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GREEN PLAINS RENEWABLE ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

Continued from the previous page

 

     Three Months Ended  
     2010    2009  

Supplemental disclosures of cash flow:

     

Cash paid for income taxes

   $ 25    $ —     
               

Cash paid for interest

   $ 8,792    $ 2,064   
               

Noncash additions to property and equipment:

     

Property and equipment acquired in acquisitions

   $ —      $ 7,437   

Capital lease obligations incurred for equipment

     —        322   
               

Total noncash additions to property and equipment

   $ —      $ 7,759   
               

Supplemental noncash investing and financing activities:

     

Assets acquired in acquisitions and mergers

   $ —      $ 21,593   

Less: liabilities assumed

     —        (6,202
               

Net assets acquired

   $ —      $ 15,391   
               

See accompanying notes to the consolidated financial statements.

 

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GREEN PLAINS RENEWABLE ENERGY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

1. BASIS OF PRESENTATION, DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

References to the Company

References to “we,” “us,” “our,” “Green Plains” or the “Company” in the consolidated financial statements and in these notes to the consolidated financial statements refer to Green Plains Renewable Energy, Inc., an Iowa corporation, and its subsidiaries.

Consolidated Financial Statements

The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and entities which it controls. All significant intercompany balances and transactions have been eliminated. Unconsolidated entities are included in the financial statements on an equity basis. Results for the interim periods presented are not necessarily indicative of results to be expected for the entire year. Certain amounts previously reported within the consolidated balance sheets and consolidated statements of cash flows have been reclassified to conform to the current year presentation.

The accompanying unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles, or GAAP, for interim financial information and the instructions to Form 10-Q and Regulation S-X of the Securities Exchange Act of 1934, or Exchange Act. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The financial statements should be read in conjunction with our annual report filed on Form 10-K, as amended, for the year ended December 31, 2009.

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 and 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. Actual results could differ from those estimates.

Description of Business

We are a vertically-integrated producer, marketer and distributor of ethanol. We have operations throughout the ethanol value chain, beginning upstream with our agronomy and grain handling operations, continuing through our approximately 480 million gallons per year, or mmgy, of ethanol production capacity and ending downstream with our ethanol marketing, distribution and blending facilities.

Revenue Recognition

The Company recognizes revenue when all of the following criteria are satisfied: persuasive evidence of an arrangement exists; risk of loss and title transfer to the customer; the price is fixed and determinable; and collectability is reasonably assured.

For sales of ethanol and distillers grains by Green Plains Trade Group LLC, our in-house, fee-based marketing business, revenue is recognized when title to the product and risk of loss transfer to an external customer. Revenues related to our marketing operations for third parties are recorded on a gross basis in the consolidated financial statements, as Green Plains Trade takes title to the product and assumes risk of loss. Unearned revenue is reflected on our consolidated balance sheet for goods in transit for which we have received payment and title has not been transferred to the customer. Revenues from Blendstar LLC, a majority-owned biofuel terminal operator that offers ethanol transload and splash blending services, are recognized as these services are rendered.

The Company routinely enters into fixed-price, physical-delivery ethanol sales agreements. In certain instances, the Company intends to settle the transaction by open market purchases of ethanol rather than by delivery from its own production. These transactions are reported net as a component of revenues.

 

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Sales of agricultural commodities, fertilizers and other similar products are recognized when title to the product and risk of loss transfer to the customer, which is dependent on the agreed upon sales terms with the customer. These sales terms provide for passage of title either at the time shipment is made or at the time the commodity has been delivered to its destination and final weights, grades and settlement prices have been agreed upon with the customer. Shipping and handling costs are presented gross in the statements of operations with amounts billed included in revenues and also as a component of cost of goods sold. Revenues from grain storage are recognized as services are rendered. Revenues related to grain merchandising are presented gross.

Intercompany revenues are eliminated on a consolidated basis for reporting purposes.

Cost of Goods Sold

Cost of goods sold includes costs for direct labor, materials and certain plant overhead costs. Direct labor includes all compensation and related benefits of non-management personnel involved in the operation of our ethanol plants. Grain purchasing and receiving costs, other than labor costs for grain buyers and scale operators, are also included in cost of goods sold. Direct materials consist of the costs of corn feedstock, denaturant and process chemicals. Corn feedstock costs include realized and unrealized gains and losses on related derivative financial instruments, inbound freight charges, inspection costs and internal transfer costs. Plant overhead costs primarily consist of plant utilities, plant depreciation, sales commissions and outbound freight charges. Shipping costs incurred directly by us, including railcar lease costs, are also reflected in cost of goods sold.

The Company uses exchange-traded futures and options contracts to minimize the effects of changes in the prices of agricultural commodities on our agribusiness grain inventories and forward purchase and sales contracts. Exchange-traded futures and options contracts are valued at quoted market prices. Commodity inventories, forward purchase contracts and forward sale contracts are valued at market prices, where available, or other market quotes adjusted for differences, primarily transportation, between the exchange-traded market and the local markets on which the terms of the contracts are based. Changes in the market value of grain inventories, forward purchase and sale contracts, and exchange-traded futures and options contracts, are recognized in earnings as a component of cost of goods sold. These contracts are predominantly settled in cash. We are exposed to loss in the event of non-performance by the counter-party to forward purchase and forward sales contracts.

Unearned Revenue

The Company receives cash advances on sales from customers in the ordinary course of business. These advance payments are reflected in unearned revenue until the service is performed or product is delivered to the customer, based on terms of the sale arrangement, at which time revenue is recognized.

Recent Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2010-06, “Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements,” which amends Subtopic 820-10. ASU 2010-06 enhances disclosure requirements related to fair value measurements. Certain provisions of ASU 2010-06 are effective for annual and interim periods beginning after December 15, 2009 and others for fiscal years beginning after December 15, 2010. The Company has adopted certain provisions of ASU 2010-06 during the current quarter and has incorporated new disclosures regarding fair value measurements in Note 3 – Fair Value Disclosures . The adoption of this standard did not have a material impact on our consolidated financial statements.

In February 2010, the FASB issued ASU 2010-09, “Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements.” The amendments remove the requirement for filings with the Securities and Exchange Commission, or SEC, to disclose the date through which subsequent events have been evaluated. The adoption of this standard, which was effective upon its issuance, did not have a material impact on our consolidated financial statements.

 

2. PUBLIC OFFERING OF COMMON STOCK

In March 2010, the Company sold approximately 6.3 million newly-issued shares of its common stock at a price of $13.50 per share. The net proceeds of this equity offering totaled approximately $79.8 million. The Company intends to use the net proceeds of this offering for general corporate purposes and to acquire or invest in additional facilities, assets or technologies consistent with its growth strategy.

 

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3. FAIR VALUE DISCLOSURES

The following methods, assumptions and valuation techniques were used in estimating the fair value of the Company’s financial instruments:

Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 1 unrealized gains and losses on commodity derivatives relate to open trade equity and option values in the Company’s brokerage accounts.

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 by correlation or other means. Inventory amounts are valued at nearby futures values, plus or minus nearby basis levels.

Level 3 – unobservable inputs that are supported by little or no market activity and that are a significant component of the fair value of the assets or liabilities. The Company currently does not have any Level 3 financial instruments.

There have been no changes in valuation techniques and inputs used in measuring fair value and no transfers in and out of Level 1 or Level 2.

The following tables set forth the Company’s assets and liabilities by level that were accounted for the periods indicated (in thousands):

 

     Fair Value Measurements at
March 31, 2010
     Quoted Prices in
Active  Markets for
Identical Assets
(Level 1)
   Significant Other
Observable  Inputs
(Level 2)
   Total

Assets

        

Cash and cash equivalents

   $ 182,052    $ —      $ 182,052

Restricted cash

     8,056      —        8,056

Margin deposits

     5,161      —        5,161

Agricultural inventories carried at market

     —        14,283      14,283

Unrealized gains on commodity derivatives

     4,687      75      4,762
                    

Total assets measured at fair value

   $ 199,956    $ 14,358    $ 214,314
                    

Liabilities

        

Unrealized losses on commodity derivatives

   $ 2,497      2,427    $ 4,924
                    

Total liabilities measured at fair value

   $ 2,497    $ 2,427    $ 4,924
                    

 

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     Fair Value Measurements  at
December 31, 2009
     Quoted Prices in
Active  Markets for
Identical Assets
(Level 1)
   Significant Other
Observable  Inputs
(Level 2)
   Total

Assets

        

Cash and cash equivalents

   $ 89,779    $ —      $ 89,779

Restricted cash

     12,554      —        12,554

Margin deposits

     1,588      —        1,588

Agricultural inventories carried at market

     —        25,123      25,123

Unrealized gains on commodity derivatives

     1,012      778      1,790
                    

Total assets measured at fair value

   $ 104,933    $ 25,901    $ 130,834
                    

Liabilities

        

Unrealized losses on commodity derivatives

   $ 1,758    $ 370    $ 2,128
                    

Total liabilities measured at fair value

   $ 1,758    $ 370    $ 2,128
                    

The Company believes the fair value of its debt approximates book value, which is $447.5 million and $457.0 million at March 31, 2010 and December 31, 2009, respectively.

 

4. ACQUISITIONS

Acquisitions of Ord and Central City Ethanol Plants

On July 2, 2009, the Company acquired all of the membership interests in two limited liability companies that own ethanol plants in Ord, Nebraska and Central City, Nebraska. The two limited liability companies were renamed as Green Plains Ord LLC and Green Plains Central City LLC at closing. Pursuant to the terms of the respective purchase agreements, the Company acquired the membership interests of Green Plains Ord and Green Plains Central City for $36.7 million and $84.3 million, respectively. The sellers provided debt financing to fund the purchase and $16.0 million in seasonal revolving loans to provide working capital for the plants. The Ord and Central City plants have annual expected operating capacities of 50 million and 100 million gallons, respectively. These facilities, which are a part of our ethanol production segment, were acquired to add to the Company’s overall ethanol and distillers grain production. The results of Green Plains Ord and Green Plains Central City have been included in the consolidated financial statements since July 2, 2009.

 

Preliminary amounts of identifiable assets acquired and

liabilities assumed (in thousands)

 
     Green Plains
Ord
    Green Plains
Central City
 

Current assets

   $ 1,897      $ 2,583   

Property and equipment, net

     33,600        77,500   

Other noncurrent assets

     1,189        3,207   

Current liabilities

     (1,624     (1,292
                

Total identifiable net assets

     35,062        81,998   

Goodwill

     1,604        2,341   
                

Purchase price paid

   $ 36,666      $ 84,339   
                

The amounts above are preliminary purchase price allocations. The Company expects to finalize the purchase price allocations, specifically finalization of state tax incentives, during the second quarter of 2010 and it is not expected that any adjustments will materially impact the preliminary amounts shown above.

 

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It is impracticable for the Company to present supplemental pro forma information related to the acquisitions of Green Plains Ord and Green Plains Central City. These ethanol production facilities were part of a larger consolidated company before their acquisition by the Sellers in early 2009. From the date of the acquisition by the Sellers to the date of our acquisition in July 2009, the plants were not operating and generated no revenue or income. The predecessor owner did not maintain separate financial statements for these two facilities, and any attempt by us to present pro forma information (revenue and earnings on a pro forma combined basis for the three months ended March 31, 2009) would be based on estimated historical results for those facilities rather than actual operating results. We expect the goodwill to be deductible for tax purposes.

 

5. SEGMENT INFORMATION

Company management reviews financial and operating performance in three separate operating segments. These segments are: (1) production of ethanol and related co-products (which we collectively refer to as “ethanol production”), (2) grain warehousing and marketing, as well as sales and related services of agronomy and petroleum products (which we collectively refer to as “agribusiness”), and (3) marketing and distribution of Company-produced and third-party ethanol and distillers grains (which we refer to as “marketing and distribution”). Selling, general and administrative expenses, primarily consisting of compensation of corporate employees, professional fees and overhead costs not directly related to a specific operating segment, are reflected in the table below as “corporate activities.”

Ethanol Production Segment . Our ethanol production segment has the capacity to produce approximately 480 mmgy of ethanol. Our ethanol plants also produce co-products such as wet, modified wet or dried distillers grains. Processing at full capacity, our plants will consume approximately 175 million bushels of corn and produce approximately 1.5 million tons of distillers grains annually. Our plants use a dry mill process to produce ethanol and co-products. We operate each of our six ethanol plants through separate wholly-owned operating subsidiaries.

Marketing and Distribution Segment . We have an in-house, fee-based marketing business, Green Plains Trade, which is responsible for the sales, marketing and distribution of all ethanol and distillers grains produced at our six production facilities. We also market and distribute ethanol for four third-party ethanol producers. At capacity, we would market approximately 480 mmgy of ethanol from our six strategically-located plants along with approximately 360 mmgy from our four third-party producers.

Agribusiness Segment . We operate our agribusiness segment primarily through our wholly-owned subsidiary, Green Plains Grain Company LLC, which is a grain and farm supply business with three primary operating lines of business: bulk grain, agronomy and petroleum.

During the normal course of business, our segments enter into transactions with one another. Examples of these intersegment transactions include, but are not limited to, ethanol production segment selling ethanol to the marketing and distribution segment and the agribusiness segment selling grain to the ethanol production segment. These intersegment activities are recorded by each segment at prices approximating market and treated as if they are third-party transactions. Consequently, these transactions impact segment performance. However, revenues and corresponding costs are eliminated in consolidation, and do not impact consolidated results.

The following are certain financial data for our operating segments for the periods indicated (in thousands):

 

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     Three Monhs Ended
March  31,
 
     2010     2009  

Revenues:

    

Ethanol production

   $ 250,053      $ 137,503   

Agribusiness

     42,281        46,210   

Marketing and distribution

     388,095        178,353   

Intersegment eliminations

     (253,955     (140,984
                
   $ 426,474      $ 221,082   
                

Gross profit:

    

Ethanol production

   $ 31,759      $ (2,761

Agribusiness

     2,769        2,746   

Marketing and distribution

     4,180        1,843   

Intersegment eliminations

     (1,234     51   
                
   $ 37,474      $ 1,879   
                

Operating income (loss):

    

Ethanol production

   $ 29,187      $ (4,316

Agribusiness

     (530     (34

Marketing and distribution

     1,341        (519

Intersegment eliminations

     (1,234     51   

Corporate activities

     (4,259     (2,362
                
   $ 24,505      $ (7,180
                

The following table sets forth revenues by product line for the periods indicated (in thousands):

 

     Three Months Ended
March  31,
Revenues    2010    2009

Ethanol

   $ 364,502    $ 161,854

Distillers grains

     37,005      34,880

Grain

     17,851      17,318

Agronomy products

     4,874      4,462

Other

     2,242      2,568
             

Total revenues

   $ 426,474    $ 221,082
             

 

6. INVENTORIES

Inventories are carried at the lower of cost or market, except grain held for sale, which is valued at market value. The components of inventories are as follows (in thousands):

 

     March 31,
2010
   December  31,
2009

Finished goods

   $ 28,925    $ 23,574

Raw materials

     22,829      16,323

Grain held for sale

     14,283      25,123

Petroleum & agronomy items held for sale

     12,257      8,501

Work-in-process

     5,524      5,343

Supplies and parts

     3,237      2,694
             
   $ 87,055    $ 81,558
             

 

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7. DERIVATIVE FINANCIAL INSTRUMENTS

To minimize the risk and the effects of the volatility of commodity price changes primarily related to corn, natural gas and ethanol, the Company uses various derivative financial instruments, including exchange-traded futures, and exchange-traded and over-the-counter options contracts. We monitor and manage this exposure as part of our overall risk management policy. As such, we seek to reduce the potentially adverse effects that the volatility of these markets may have on our operating results. We may take hedging positions in these commodities as one way to mitigate risk. While the Company attempts to link its hedging activities to purchase and sales activities, there are situations where these hedging activities can themselves result in losses.

The financial statement locations of derivatives are as follows (in thousands):

 

     Asset Derivatives    Liability Derivatives

Derivative Instruments

   Fair Value at    Fair Value at
     March 31,    December 31,    March 31,    December 31,

Consolidated Balance Sheet

   2010    2009    2010    2009

Derivative financial instruments (current assets and liabilities)

   $ 4,762    $ 1,592    $ 4,924    $ 2,109

Financing costs and other, net

     —        198      —        —  

Other liabilities

     —        —        —        19
                           

Total

   $ 4,762    $ 1,790    $ 4,924    $ 2,128
                           

Gains (Losses) on Derivative

Instruments

   Three Months Ended
March 31,
 

Consolidated Statements of Operations

   2010    2009  

Revenue

   $ 680    $ (6,920

Cost of goods sold

     7,142      13,762   
               

Net gains recognized in earnings

   $ 7,822    $ 6,842   
               

The table below summarizes the volumes of open commodity derivative positions as of March 31, 2010 (in thousands):

 

     March 31, 2010
     Exchange Traded     Non-Exchange Traded           

Derivative Instruments

   Net Long &
(Short)  (1)
    Long (2)    (Short) (2)    

Unit of

Measure

  

Commodity

Futures

   (7,145        Bushels    Corn and Soybeans

Futures

   (12,982        Gallons    Ethanol

Options

   4,354           Bushels    Corn and Soybeans

Options

   (6,021        Gallons    Ethanol

Forwards

     5,114    (83   Bushels    Corn and Soybeans

Forwards

     4,044    (5,274   Gallons    Ethanol

Forwards

     22    (13   Tons    Distillers Grains

 

(1) Exchange traded futures and options are presented on a net long and (short) position basis.
(2) Non-exchange traded forwards are presented on a gross long and (short) position basis.

Energy trading contracts that do not involve physical delivery are presented net in revenues on the consolidated statements of operations. For the three months ended March 31, 2010, gross revenue and cost of goods sold under such contracts were $2.4 million and $2.7 million, respectively. For the three months ended March 31, 2009, gross revenue and cost of goods sold under such contracts were $60.1 million and $54.8 million, respectively.

 

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Table of Contents

Refer to Note 3 - Fair Value Disclosures , which also contains fair value information related to derivative financial instruments.

 

8. LONG-TERM DEBT

The principal balances of the components of long-term debt are as follows (in thousands):

 

     March 31,
2010
    December 31,
2009
 

Green Plains Bluffton:

    

Term loan

   $ 61,250      $ 63,000   

Revolving term loan

     20,000        20,000   

Revenue bond

     21,320        22,000   

Green Plains Central City:

    

Term loan

     55,000        55,000   

Revolving term loan

     30,500        30,500   

Revolver

     6,873        6,873   

Equipment financing loan

     274        288   

Green Plains Obion:

    

Term loan

     50,400        52,800   

Revolving term loan

     36,200        36,200   

Revolver

     2,600        2,600   

Note payable

     151        160   

Equipment financing loan

     695        729   

Economic development grant

     1,581        1,603   

Green Plains Ord:

    

Term loan

     25,000        25,000   

Revolving term loan

     13,000        13,000   

Revolver

     2,672        2,672   

Green Plains Shenandoah:

    

Term loan

     18,400        19,600   

Revolving term loan

     17,000        17,000   

Revolver

     3,780        1,581   

Economic development loan

     90        105   

Green Plains Superior:

    

Term loan

     30,375        31,750   

Revolving term loan

     10,000        10,000   

Equipment financing loan

     264        278   

Green Plains Grain:

    

Term loan

     7,200        7,425   

Revolving term loan

     14,727        17,931   

Equipment financing loans

     1,133        1,262   

Green Plains Trade:

    

Revolving term loan

     13,097        14,455   

Other

     3,920        3,151   
                

Total debt

     447,502        456,963   

Less: current portion

     (72,111     (68,390
                

Long-term debt

   $ 375,391      $ 388,573   
                

 

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Scheduled long-term debt repayments are as follows (in thousands):

 

Year Ending December 31,

   Amount

2010

   $ 63,546

2011

     47,090

2012

     40,751

2013

     97,847

2014

     27,225

Thereafter

     171,043
      

Total

   $ 447,502
      

Loan Terminology

Related to loan covenant discussions below, the following definitions generally apply to our loans (all calculated in accordance with GAAP consistently applied):

 

   

Working capital – current assets over current liabilities.

 

   

Net worth – total assets over total liabilities plus subordinated debt.

 

   

Tangible owner’s equity – net worth divided by total assets.

 

   

Debt service coverage ratio – (1) net income (after taxes), plus depreciation and amortization, divided by (2) all current portions of regularly scheduled long-term debt for the prior period (previous year end).

 

   

EBITDAR – net income plus interest expense, rent and lease expense, and noncash expenses (including depreciation and amortization expense, deferred income tax expense and unrealized gains and losses on futures contracts), less interest income and certain capital expenditures.

 

   

Fixed charge coverage ratio – adjusted EBITDAR divided by fixed charges, which are the sum of interest expense, current maturities under the term loan, rent expense and lease expenses.

 

   

Senior leverage ratio – debt, excluding amounts under the Green Plains Grain revolving credit line, divided by EBITDAR.

Ethanol Production Segment

Each of the Company’s ethanol production segment subsidiaries has credit facilities with lender groups that provided for term and revolving term loans to finance construction and operation of the production facilities. The Green Plains Bluffton loan is comprised of a $70.0 million amortizing term loan and a $20.0 million revolving term facility (individually and collectively, the “Green Plains Bluffton Loan Agreement”). The Green Plains Central City loan is comprised of a $55.0 million amortizing term loan and a $30.5 million revolving term facility as well as a statused revolving credit supplement (revolver) of up to $11.0 million (individually and collectively, the “Green Plains Central City Loan Agreement”). The Green Plains Obion loan is comprised of a $60.0 million amortizing term loan, a revolving term loan of $37.4 million and a statused revolving credit supplement (revolver) of up to $2.6 million (individually and collectively, the “Green Plains Obion Loan Agreement”). The Green Plains Ord loan is comprised of a $25.0 million amortizing term loan and a $13.0 million revolving term facility as well as a statused revolving credit supplement (revolver) of up to $5.0 million (individually and collectively, the “Green Plains Ord Loan Agreement”). The Green Plains Shenandoah loan is comprised of a $30.0 million amortizing term loan, a $17.0 million revolving term facility, and a statused revolving credit supplement (revolver) of up to $4.3 million (individually and collectively, the “Green Plains Shenandoah Loan Agreement”). The Green Plains Superior loan is comprised of a $40.0 million amortizing term loan and a $10.0 million revolving term facility (individually and collectively, the “Green Plains Superior Loan Agreement”).

Loan Repayment Terms

 

   

Term Loans – The term loans were available for advances until construction for each of the plants was completed.

 

 

¡

   Scheduled principal payments (plus interest) are as follows:

 

¡      

   Green Plains Bluffton    $0.583 million per month

¡      

   Green Plains Obion    $2.4 million per quarter

¡      

   Green Plains Shenandoah    $1.2 million per quarter

¡      

   Green Plains Superior    $1.375 million per quarter

 

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Table of Contents

 

¡

   Scheduled monthly principal payments (plus interest) for Green Plains Central City of $0.6 million and Green Plains Ord of $0.3 do not begin until June 2011.

 

¡

   Final maturity dates (at the latest) are as follows:

 

¡      

   Green Plains Bluffton    December 31, 2013

¡      

   Green Plains Central City    July 1, 2016

¡      

   Green Plains Obion    May 20, 2015

¡      

   Green Plains Ord    July 1, 2016

¡      

   Green Plains Shenandoah    May 20, 2014

¡      

   Green Plains Superior    July 20, 2015

 

 

¡

   Each term loan has a provision that requires the respective subsidiary to make annual special payments equal to a percentage ranging from 50% to 75% of the available free cash flow from the related entity’s operations (as defined in the respective loan agreements), subject to certain limitations, generally provided, however, that if such payment would result in a covenant default under the respective loan agreements, the amount of the payment shall be reduced to an amount which would not result in a covenant default.

 

¡

   As of March 31, 2010, free cash flow payments are discontinued when the aggregate of such future payments meets the following amounts:

 

¡      

   Green Plains Bluffton    $16.0 million

¡      

   Green Plains Obion    $18.0 million

¡      

   Green Plains Shenandoah    $6.0 million

¡      

   Green Plains Superior    $10.0 million

 

 

¡

   As of March 31, 2010, free cash flow payments are not to exceed the following amounts in any given year:

 

¡      

   Green Plains Central City    $2.8 million

¡      

   Green Plains Ord    $1.2 million

 

   

Revolving Term Loans – The revolving term loans are generally available for advances throughout the life of the commitment. Allowable advances under the Green Plains Shenandoah Loan Agreement are reduced by $2.4 million each six-month period commencing on the first day of the month beginning approximately six months after repayment of the term loan, but in no event later than November 1, 2014. Allowable advances under the Green Plains Superior Loan Agreement are reduced by $2.5 million each six-month period commencing on the first day of the month beginning approximately six months after repayment of the term loan, but in no event later than January 1, 2016. Interest-only payments are due each month on all revolving term loans until the final maturity date for the Green Plains Bluffton, Green Plains Shenandoah, and Green Plains Superior Loan Agreements. The Green Plains Obion Loan Agreement requires additional semi-annual payments of $4.675 million beginning November 1, 2015. Beginning January 1, 2010, the Green Plains Central City and Green Plains Ord Loan Agreements require interest-only payments due each month on the revolving term loans until the final maturity date.

 

 

¡

   Final maturity dates (at the latest) are as follows:

 

¡      

   Green Plains Bluffton    December 31, 2013

¡      

   Green Plains Central City    July 1, 2016

¡      

   Green Plains Obion    May 1, 2019

¡      

   Green Plains Ord    July 1, 2016

¡      

   Green Plains Shenandoah    November 1, 2017

¡      

   Green Plains Superior    July 1, 2017

 

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Revolvers – The revolvers at Green Plains Central City, Green Plains Obion, Green Plains Ord and Green Plains Shenandoah support the working capital needs of the respective facilities. The revolvers are subject to borrowing base requirements ranging from 60% to 85% of eligible inventory and receivables.

 

 

¡

   Maturity dates are as follows:

 

¡      

   Green Plains Central City    July 1, 2011

¡      

   Green Plains Obion    June 1, 2010

¡      

   Green Plains Ord    July 1, 2011

¡      

   Green Plains Shenandoah    June 1, 2010

The Company intends to seek renewal of the revolvers maturing during 2010.

Pricing and Fees

 

   

The loans bear interest at LIBOR plus 1.5% to 4.35% or lender-established prime rates. Some have established a floor on the underlying LIBOR index. In some cases, the lender may allow us to elect to pay interest at a fixed interest rate to be determined.

   

Certain loans were charged an application fee and have an annual recurring administrative fee.

   

Unused commitment fees, when charged, range from 0.25% to 0.75%.

   

Origination and other fees have been recorded in financing costs in the consolidated balance sheets.

Security

As security for the loans, the lenders received a first-position lien on all personal property and real estate owned by the respective entity borrowing the funds, including an assignment of all contracts and rights pertinent to construction and on-going operations of the plant. These borrowing entities are also required to maintain certain financial and non-financial covenants during the terms of the loans. In addition, the debt facilities within Green Plains Central City and Green Plains Ord loans are cross-collateralized.

Representations, Warranties and Covenants

The loan agreements contain representations, warranties, conditions precedent, affirmative covenants (including financial covenants) and negative covenants including:

 

   

Maintenance of working capital, including unused portion of revolver, as follows:

 

 

¡       

   Green Plains Bluffton    $9.0 million (increasing monthly to $12.0 million by November 30, 2010).

 

¡       

   Green Plains Central City and Green Plains Ord    $10.0 million, combined, excluding current maturities of long-term debt.

 

¡       

   Green Plains Obion    $5.4 million (increasing to $9.0 million on April 30, 2010).

 

¡       

   Green Plains Shenandoah    $6.0 million

 

¡       

   Green Plains Superior    $(5.0) million (increasing periodically until reaching $3.0 million by December 1, 2012).

 

   

Maintenance of net worth as follows:

 

 

¡       

   Green Plains Bluffton    $82.1 million (increasing monthly to $82.5 million by April 30, 2010)

 

¡       

   Green Plains Obion    $77.0 million

 

¡       

   Green Plains Shenandoah    $51.0 million

 

¡       

   Green Plains Superior    $18.5 million (increasing periodically until reaching $23.0 million by December 1, 2011)

 

   

Maintenance of tangible owner’s equity as follows:

 

 

¡       

   Green Plains Bluffton    at least 40% (increasing to 50% by December 31, 2010)

 

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Table of Contents
   

Maintenance of certain coverage ratios as follows:

Fixed charge coverage ratios:

 

¡       

   Green Plains Bluffton    1.25 to 1.0

 

¡       

   Green Plains Central City    1.0 to 1.0 at December 31, 2010 (increasing to 1.15 to 1.0 on December 31, 2011)

 

¡       

   Green Plains Obion    1.25 to 1.0 at December 31, 2010

 

¡       

   Green Plains Ord    1.0 to 1.0 at December 31, 2010 (increasing to 1.15 to 1.0 on December 31, 2011)

Debt service coverage ratios:

 

 

¡       

   Green Plains Shenandoah    1.50 to 1.0

 

¡       

   Green Plains Superior    1.25 to 1.0

 

   

Annual capital expenditures will be limited as follows:

 

 

¡       

   Green Plains Bluffton    $1.0 million

 

¡       

   Green Plains Central City    $1.0 million

 

¡       

   Green Plains Obion    $1.0 million

 

¡       

   Green Plains Ord    $1.0 million

 

¡       

   Green Plains Shenandoah    $0.5 million

 

¡       

   Green Plains Superior    $0.6 million

 

   

Allowable dividends or other annual distributions from each respective subsidiary, subject to certain additional restrictions including compliance with all loan covenants, terms and conditions, are as follows:

 

 

¡       

   Green Plains Bluffton    Up to 35% of net profit before tax, and up to an additional 15% of net profit before tax, after free cash flow payment is made

 

¡       

   Green Plains Central City and Green Plains Ord    Beginning with fiscal year ending December 31, 2010, up to 35% of net and income before tax may be distributed for payment of the subsidiary’s allocated share of income taxes, and after December 31, 2010, unlimited after free cash flow payment is made, provided maintenance of 60% tangible owner equity

 

¡       

   Green Plains Obion    After December 31, 2010, up to 40% of net profit before tax, and unlimited after free cash flow payment is made

 

¡       

   Green Plains Shenandoah    Up to 40% of net profit before tax, and unlimited after free cash flow payment is made

 

¡       

   Green Plains Superior    Up to 40% of net profit before tax and unlimited after free cash flow payment is made

As of March 31, 2010, all of our ethanol production subsidiaries are in compliance with their debt covenants.

Bluffton Revenue Bond

 

   

Bluffton Revenue Bond – Green Plains Bluffton also received $22.0 million in Subordinate Solid Waste Disposal Facility Revenue Bond funds from the City of Bluffton, Indiana. The revenue bond requires: (1) semi-annual principal and interest payments of approximately $1.5 million during the period commencing on March 1, 2010 through March 1, 2019, and (2) a final principal and interest payment of $3.745 million on September 1, 2019.

 

   

The revenue bond bears interest at 7.50% per annum.

 

   

At March 31, 2010 Green Plains Bluffton had $2.5 million cash that was restricted as to use for payment towards the current maturity and interest of the revenue bond.

 

   

Revenue bond issuance costs have been recorded in financing costs in the consolidated balance sheets.

Agribusiness Segment

The Green Plains Grain loan is comprised of a $9.0 million amortizing term loan and a $35.0 million revolving term facility (individually and collectively, the “Green Plains Grain Loan Agreement”). Loan proceeds are used primarily for working capital purposes.

 

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Table of Contents

Key Loan Information

 

   

The term loan expires on April 3, 2013 and the revolving loan expires on September 30, 2010.

 

   

Payments of $225,000 under the term loan are due on the last business day of each calendar quarter, with any remaining amount payable at the expiration of the loan term.

 

   

The loans bear interest at LIBOR plus 3.0%, subject to an interest rate “floor” of 4.5%.

 

   

As security for the loans, the lender received a first-position lien on real estate, equipment, inventory and accounts receivable owned by Green Plains Grain.

 

   

Unused commitment fees are 0.375% on the unused portion.

The loan agreements contain certain financial covenants and restrictions, including the following:

 

   

Maintenance of working capital of at least $9.0 million.

 

   

Maintenance of tangible net worth of at least $15.0 million.

 

   

Maintenance of a fixed charge ratio of 1.10x or more and a senior leverage ratio that does not exceed 2.25x.

 

   

Capital expenditures for Green Plains Grain are restricted to $2.0 million per year. However, any unused portion from any fiscal year may be added to the limit for the next succeeding year.

As of March 31, 2010, Green Plains Grain was in compliance with all debt covenants in the loan agreement.

Equipment Financing Loans

Green Plains Grain has two separate equipment financing agreements with AXIS Capital Inc. totaling $1.75 million (individually and collectively, the “Equipment Financing Loans”). The Equipment Financing Loans provide financing for designated vehicles, implements and machinery. The Company agreed to guaranty the Equipment Financing Loans. Pursuant to the terms of the agreements, Green Plains Grain is required to make 48 monthly principal and interest payments of $43,341, which commenced in April 2008.

Marketing and Distribution Segment

The Green Plains Trade loan is comprised of a senior secured revolving credit facility. Under the credit agreement, the lender will loan up to $30.0 million, subject to a borrowing base up to 85% of eligible receivables and a current availability block of $5.0 million. At March 31, 2010 Green Plains Trade had $7.7 million cash that was restricted as to use for payment towards the credit agreement. Such cash is presented in restricted cash on the consolidated balance sheet.

Key Loan Information

 

   

The revolving credit facility expires on July 30, 2012.

 

   

Interest is either: (1) Base Rate (lender’s commercial floating rate plus 2.5%); or, (2) LIBOR plus 3.5%.

 

   

Origination and other fees have been recorded in financing costs in the consolidated balance sheets.

The loan agreement contains certain financial covenants and restrictions, including the following:

 

   

Maintenance of a fixed charge ratio not less than 1.15 to 1.0.

   

Capital expenditures for Green Plains Trade are restricted to $0.5 million per year.

As of March 31, 2010, Green Plains Trade was in compliance with all debt covenants in the loan agreements.

Capitalized Interest

The Company had no capitalized interest for the three-month periods ended March 31, 2010 and 2009.

 

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Table of Contents

Restricted Net Assets

At March 31, 2020, there were approximately $310.9 million of net assets at the Company’s subsidiaries that were not available to be transferred to the parent company in the form of dividends, loans, or advances due to restrictions contained in the credit facilities of these subsidiaries.

 

9. STOCK-BASED COMPENSATION

The Company records noncash compensation expense related to payment for employee services by an equity award in the financial statements over the requisite service period. The Company measures share-based compensation grants at fair value on the grant date, adjusted for estimated forfeitures.

The Company has 2007 and 2009 Equity Incentive Plans which reserve a combined total of 2.0 million shares of common stock for issuance pursuant to the plans. The plans provide for the granting of shares of stock, including options to purchase shares of common stock, stock appreciation rights tied to the value of common stock, non-vested stock and non-vested stock unit awards to eligible employees, non-employee directors and consultants. Additionally, outstanding stock options were assumed as part of the merger.

Grants under the 2007 and 2009 Equity Incentive Plans may include stock options, stock awards and deferred stock units.

For stock options granted during the first three months of 2010, the fair value of options granted was estimated on the date of grant using the Black-Scholes option-pricing model, a pricing model acceptable under GAAP, with the following weighted-average assumptions:

 

Expected life

   6.0   

Interest rate

   2.52

Volatility

   63.20

Dividend yield

   —     

The expected life of options granted represents the period of time in years that options granted are expected to be outstanding. The Company uses a simplified method to estimate the expected life of options due to lack of historical experience. The interest rate represents the annual interest rate a risk-free investment could potentially earn during the expected life of the option grant. Expected volatility is based on weighted-average historical volatility of our common stock and a peer group.

All of the Company’s existing share-based compensation awards have been determined to be equity awards. The Company recognizes compensation costs for stock option awards which vest with the passage of time with only service conditions on a straight-line basis over the requisite service period.

A summary of stock option activity for the three months ended March 31, 2010 is as follows:

 

     Shares     Weighted-
Average
Exercise
Price
   Weighted-
Average
Remaining
Contractual
Term (in years)
   Aggregate
Intrinsic  Value
(in thousands)

Outstanding at December 31, 2009

   1,162,934      $ 15.27      

Granted

   41,000        16.70      

Exercised

   (8,667     9.37      

Forfeited

   (7,334     9.34      
              

Outstanding at March 31, 2010

   1,187,933      $ 15.39    5.7    $ —  
 

Exercisable at March 31, 2010

   820,183      $ 18.17    4.8    $ —  
 

 

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All fully-vested stock options as of March 31, 2010 are exercisable and are included in the above table. Since weighted-average option prices exceeded the closing stock price at March 31, 2010, the aggregate intrinsic value was zero. The total intrinsic value of share options exercised were $0.1 million for the three months ended March 31, 2010. The Company’s option awards allow employees to exercise options through cash payment to us for the shares of common stock or through a simultaneous broker-assisted cashless exercise of a share option, through which the employee authorizes the exercise of an option and the immediate sale of the option shares in the open market. The Company uses newly-issued shares of common stock to satisfy our share-based payment obligations.

The following table summarizes non-vested stock award activity for the three months ended March 31, 2010:

 

     Weighted-
Average
Number of
Non-vested
Shares
    Weighted-
Average
Grant-
Date Fair
Value
   Weighted-
Average
Remaining
Vesting Term
(in years)

Nonvested at December 31, 2009

   267,256      $ 3.33   

Granted

   217,500        16.95   

Forfeited

   —          —     

Vested

   (73,125     12.83   
           

Nonvested at March 31, 2010

   411,631      $ 8.13    2.2
 

The following table summarizes DSU activity for the three months ended March 31, 2010:

 

     Weighted-
Average
Number of
DSUs
   Weighted-
Average
Grant-
Date Fair
Value
   Weighted-
Average
Remaining
Vesting Term
(in years)

Nonvested at December 31, 2009

   60,000    $ 2.82   

Granted

   —        —     

Forfeited

   —        —     

Vested

   —        —     
          

Nonvested at March 31, 2010

   60,000    $ 2.82    0.2
 

Compensation costs expensed for share-based payment plans described above were approximately $1.3 million and $0.2 million during the three-month periods ended March 31, 2010 and 2009, respectively. At March 31, 2010, there was $4.8 million of unrecognized compensation costs from share-based compensation arrangements, which is related to non-vested shares. This compensation is expected to be recognized over a weighted-average period of approximately 2 years. The potential tax benefit realizable for the anticipated tax deductions of the exercise of share-based payment arrangements generally would approximate 40% of these expense amounts.

 

10. EARNINGS PER SHARE

Basic earnings per common 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. Diluted EPS is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period, adjusted for the dilutive effect of any outstanding dilutive securities. The calculation of diluted earnings per share gives effect to common stock equivalents. A reconciliation of basic and diluted EPS is as follows (in thousands):

 

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Table of Contents
     Three Months Ended
March 31,
 
     2010    2009  

Net income (loss) attributable to Green Plains

   $ 15,576    $ (9,341
               

Weighted average shares outstanding - basic

     26,526      24,865   
               

Earnings (loss) per share attributable to Green Plains stockholders - basic

   $ 0.59    $ (0.38
               

Weighted average shares outstanding - basic

     26,526      24,865   

Effect of dilutive stock options - as converted method

     500      —     
               

Total potential shares outstanding

     27,026      24,865   
               

Earnings (loss) per share attributable to Green Plains stockholders - diluted

   $ 0.58    $ (0.38
               

The number of shares not included in the computation of diluted earnings (loss) per share above, as they would be anti-dilutive, was 18,463 at March 31, 2009.

 

11. COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) is as follows (in thousands):

 

     Three Months Ended
March 31,
 
     2010     2009  

Net income (loss) attributable to Green Plains

   $ 15,576      $ (9,341

Unrealized loss on derivatives

     (123     (9
                

Comprehensive income (loss)

     15,453        (9,350

Comprehensive income attributable to noncontrolling interest

     —          —     
                

Comprehensive income (loss) attributable to Green Plains

   $ 15,453      $ (9,350
                

 

12. STOCKHOLDERS’ EQUITY

Components of stockholders’ equity are as follows (in thousands):

 

     Common Stock   

Additional

Paid-in

  

Retained

Earnings

(Accum.

  

Accum.

Other

Comp.

   

Total

Green Plains

Stockholders’

   

Non-

controlling

    Total
Stockholders’
 
   Shares    Amount    Capital    Deficit)    Loss     Equity     Interest     Equity  

Balance, December 31, 2009

   24,957    $ 25    $ 292,231    $ 9,331    $ (123   $ 301,464      $ 9,244      $ 310,708   

Net income

   —        —        —        15,576      —          15,576        (90     15,486   

Unrealized loss on derivatives

   —        —        —        —        (123     (123     —          (123
                                      

Total comprehensive income

   —        —        —        —        —          15,453        (90     15,363   

Stock-based compensation

   58      —        1,020      —        —          1,020        —          1,020   

Share issuance

   6,325      6      79,838      —        —          79,844        —          79,844   
                                                          

Balance, March 31, 2010

   31,340      31    $ 373,089    $ 24,907    $ (246   $ 397,781      $ 9,154      $ 406,935   
                                                          

 

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13. INCOME TAXES

The Company records income tax expense during interim periods based on its best estimate of the full year’s effective tax rate. Certain items are given discrete period treatment and, as a result, the tax effects of such items are reported in full in the relevant interim period.

Income tax expense for the first quarter of 2010 and 2009 was $4.4 million and $0, respectively. The effective tax rate (calculated as the ratio of income tax expense to income before income taxes) was approximately 22% and 0% for the first quarter of 2010 and 2009, respectively. The effective tax rate for the first quarter of 2010 reflects the release of a portion of valuation allowances provided against certain of the Company’s deferred tax assets, primarily federal and state net operating losses and tax credits due to anticipated income in fiscal year 2010. The effective tax rate for the three months ended March 31, 2009 was 0% due to losses for both book and tax purposes, and because the Company had determined it was more likely than not that any benefit from such losses would not be realized prior to their expiration. There was no change in the Company’s liabilities related to accounting for uncertainty in income taxes for the three months ended March 31, 2010 and March 31, 2009.

The full year 2010 effective tax rate can be affected as a result of variances among the estimates and amounts of full year sources of taxable income (among the various states), the realization of tax credits, adjustments that may arise from the resolution of tax matters under review and the Company’s assessment of its liability for uncertain tax positions.

 

14. COMMITMENTS AND CONTINGENCIES

Operating Leases

We lease certain facilities and parcels of land under agreements that expire at various dates. For accounting purposes, rent expense is based on a straight-line amortization of the total payments required over the lease term. The Company incurred lease expenses of $2.6 million and $1.3 million during the three-month periods ended March 31, 2010 and 2009, respectively. Aggregate minimum lease payments under these agreements for the remainder of 2010 and in future fiscal years are as follows (in thousands):

 

Year Ending December 31,

   Amount

2010

   $ 7,175

2011

     6,827

2012

     5,382

2013

     4,391

2014

     2,607

Thereafter

     5,667
      

Total

   $ 32,049
      

Commodities

As of March 31, 2010, we had contracted for future corn deliveries valued at $144.1 million, natural gas deliveries valued at approximately $16.1 million, ethanol product deliveries valued at approximately $4.3 million and distillers grains product deliveries valued at approximately $2.5 million.

 

15. RELATED PARTY TRANSACTIONS

Sales and Financing Contracts

Three subsidiaries have executed separate financing agreements for equipment with AXIS Capital Inc. Gordon F. Glade, President and Chief Executive Officer of AXIS Capital is a member of our Board of Directors. A total of $1.5 million and $1.6 million is included in debt at March 31, 2010 and December 31, 2009, respectively, under these financing arrangements. Principal and interest payments totaled $0.1 million and less than $0.1 million respectively, during the three months ended March 31, 2010. Principal and interest payments totaled $0.1 million and less than $0.1 million respectively, during the three months ended March 31, 2009. The highest amount outstanding during the three-month period ended March 31, 2010 was $1.6 million and the weighted average interest rate for all financing agreements is 8.3%.

 

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The Company has entered into fixed-price ethanol purchase and sale agreements with Center Oil Company. Gary R. Parker, President and Chief Executive Officer of Center Oil, is a member of our Board of Directors. The purchases and sales agreements are executed to hedge prices on a portion of our expected ethanol production. During the three months ended March 31, 2010, cash receipts from Center Oil totaled $21.1 million and payments to Center Oil totaled $1.1 million on these contracts. During the three months ended March 31, 2009, cash receipts and payments totaled $27.1 million and $0.2 million, respectively, on these contracts. The Company had $3.4 million included in accounts receivable and $1.7 million in accounts payable at March 31, 2010 under these purchase and sale agreements. At December 31, 2009, the Company had $2.3 million included in accounts receivable and no outstanding payables in current liabilities under these purchase and sale agreements.

Aircraft Lease

The Company entered into an agreement on November 10, 2009 with Hoovestol, Inc. for the lease of an aircraft. Wayne B. Hoovestol, President of Hoovestol Inc., is Chairman of our Board of Directors. The Company has agreed to pay $3,333 a month for two years for use of an aircraft. Any flight time hours in excess of 50 hours per year will incur additional hourly-based charges. For the three months ended March 31, 2010, payments related to this agreement totaled $10,000. At March 31, 2010 the Company had $4,567 included in accounts payable and at December 31, 2009 the Company did not have any outstanding payables related to this lease. Effective April 1, 2010, the agreement was amended to increase the Company’s monthly payment for use of the aircraft to $6,667. In addition, any flight time hours in excess of 100 per year will incur additional hourly-based charges.

 

16. SUBSEQUENT EVENTS

On April 21, 2010, the Company acquired agribusiness operations in western Tennessee which includes five grain elevators with federally licensed grain storage capacity of 11.7 million bushels. All of the grain elevators acquired are located within 50 miles of the Company’s Obion, Tennessee ethanol plant. With the addition of these agribusiness assets, the Company operates 13 grain elevators with 30.3 million bushels of grain storage capacity. Also acquired were grain and fertilizer inventories and other agribusiness assets. The agribusiness assets were acquired from companies owned by the Thomas W. Wade, Jr. family and from Farmers Grain of Trenton LLC for consideration of cash and notes to the sellers totaling approximately $25.7 million. The five grain elevators and other assets acquired will be owned by Green Plains Grain Company TN LLC, a wholly-owned subsidiary of the Company, and included in the Company’s agribusiness segment.

Upon closing the acquisitions, Green Plains Grain Company and Green Plains Grain Company TN (collectively, “Green Plains Grain”) simultaneously entered into a second amended and restated secured credit facility, amending the existing Green Plains Grain Company LLC credit agreement. The security for the credit facility includes a first lien on all real estate and working capital of Green Plains Grain. The second amended and restated credit agreement and related documents entered into by and between Green Plains Grain and First National Bank of Omaha include base revolving, seasonal and term credit commitments totaling $85.0 million.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

General

The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our consolidated financial condition and results of operations. This discussion should be read in conjunction with the consolidated financial statements included herewith and notes to the consolidated financial statements thereto and our annual report filed on Form 10-K, as amended, for the year ended December 31, 2009, including the consolidated financial statements, accompanying notes and the risk factors contained therein.

Cautionary Information Regarding Forward-Looking Statements

This report contains forward-looking statements based on current expectations that involve a number of risks and uncertainties. Forward-looking statements generally do not relate strictly to historical or current facts, but rather to plans and objectives for future operations based upon management’s reasonable estimates of future results or trends, and include statements preceded by, followed by, or that include words such as “anticipates,” “believes,” “continue,” “estimates,” “expects,” “intends,” “outlook,” “plans,” “predicts,” “may,” “could,” “should,” “will,” and words and phrases of similar impact, and include, but are not limited to, statements regarding future operating or financial performance, business strategy, business environment, key trends, and benefits of actual or planned acquisitions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The forward-looking statements are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Although we believe that our expectations regarding future events are based on reasonable assumptions, any or all forward-looking statements in this report may turn out to be incorrect. They may be based on inaccurate assumptions or may not account for known or unknown risks and uncertainties. Consequently, no forward-looking statement is guaranteed, and actual future results may vary materially from the results expressed or implied in our forward-looking statements. The cautionary statements in this report expressly qualify all of our forward-looking statements. In addition, we are not obligated, and do not intend, to update any of our forward-looking statements at any time unless an update is required by applicable securities laws. Factors that could cause actual results to differ from those expressed or implied in the forward-looking statements include, but are not limited to, those discussed in Part I, Item 1A – Risk Factors of our annual report on Form 10-K, as amended, for the year ended December 31, 2009. Specifically, we may experience significant fluctuations in future operating results due to a number of economic conditions, including, but not limited to, competition in the ethanol and other industries in which we compete, commodity market risks, financial market risks, counter-party risks, risks associated with changes to federal policy or regulation, and other risk factors detailed in our reports filed with the SEC. Actual results may differ from projected results due, but not limited, to unforeseen developments.

In light of these assumptions, risks and uncertainties, the results and events discussed in the forward-looking statements contained in this report or in any document incorporated by reference might not occur. Investors are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report or the date of the document incorporated by reference in this report. We are not under any obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

We are a leading, vertically-integrated producer of ethanol. We focus on generating stable operating margins through our diversified business segments and our risk management strategy. We believe that owning and operating assets throughout the ethanol value chain enables us to mitigate the effects of changes in commodity prices and differentiates us from companies focused only on ethanol production. Today, we have operations throughout the ethanol value chain, beginning upstream with our agronomy and grain handling operations, continuing through our approximately 480 million gallons per year, or mmgy, of ethanol production capacity and ending downstream with our ethanol marketing, distribution and blending facilities.

Our management reviews our operations in three separate operating segments:

 

   

Ethanol Production. We operate a total of six ethanol plants in Indiana, Iowa, Nebraska and Tennessee, with approximately 480 mmgy of total ethanol production capacity. At capacity, our plants collectively will consume approximately 175 million bushels of corn and produce approximately 1.5 million tons of distillers grains annually.

 

   

Agribusiness. We operate three lines of business within our agribusiness segment: bulk grain, agronomy and petroleum. In our bulk grain business, with the April 2010 addition of agribusiness assets in western Tennessee, we have 13 grain elevators with approximately 30.3 million bushels of total grain storage capacity. We sell fertilizer and

 

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other agricultural inputs and provide application services to area producers, through our agronomy business. Additionally, we sell petroleum products including diesel, soydiesel, blended gasoline and propane, primarily to agricultural producers and consumers. We believe our bulk grain business provides synergies with our ethanol production segment as it supplies a portion of the feedstock for our ethanol plants.

 

   

Marketing and Distribution. Our in-house, fee-based marketing business is responsible for the sales, marketing and distribution of all ethanol and distillers grains produced at our six plants. We also market and distribute ethanol for four third-party ethanol producers with expected production totaling approximately 360 mmgy. Additionally, we hold a majority interest in Blendstar LLC, which operates nine blending or terminaling facilities with approximately 495 mmgy of total throughput capacity in seven states in the south central United States.

We were formed in June 2004, incurring development costs until our first two plants were completed. Our plant in Shenandoah, Iowa commenced operations in August 2007 and our plant in Superior, Iowa commenced operations in July 2008. To complement and enhance our ethanol production facilities, in April 2008, we acquired Great Lakes Cooperative, a full-service farm cooperative in northwestern Iowa and southwestern Minnesota. As a result of our October 2008 merger with VBV LLC, we acquired two additional ethanol plants, located in Bluffton, Indiana and Obion, Tennessee. Operations commenced at the Bluffton and Obion plants in September 2008 and November 2008, respectively. In January 2009, we acquired a majority interest in Blendstar. In July 2009, we acquired the membership interests in two limited liability companies that owned ethanol plants in Central City and Ord, Nebraska that added expected operating capacity totaling 150 mmgy. In April 2010, we acquired five grain elevators with federally licensed grain storage capacity of 11.7 million bushels, all located within 50 miles of our Obion ethanol plant.

We intend to continue to take a disciplined approach in evaluating new opportunities related to potential acquisition of additional ethanol plants by considering whether the plants fit within the design, engineering and geographic criteria we have developed. We also intend to pursue opportunities to develop or acquire additional grain elevators and agronomy businesses, specifically those located near our ethanol plants. We believe that owning additional agribusiness operations in close proximity to our ethanol plants enables us to strengthen relationships with local corn producers, allowing us to source corn more effectively and at a lower average cost. We also plan to continue to grow our downstream access to customers and are actively looking at new marketing opportunities with other ethanol producers.

Industry Factors Affecting our Results of Operations

Variability of Commodity Prices. Our operations and our industry are highly dependent on commodity prices, especially prices for corn, ethanol, distillers grains and natural gas. Because the market prices of these commodities are not always correlated, at times ethanol production may be unprofitable. As commodity price volatility poses a significant threat to our margin structure, we have developed a risk management strategy focused on locking in favorable operating margins. We continually monitor market prices of corn, natural gas and other input costs relative to the prices for ethanol and distillers grains at each of our production facilities. We create offsetting positions by using a combination of derivative instruments, fixed-price purchases and sales contracts, or a combination of strategies within strict limits. Our primary focus is not to manage general price movements of individual commodities, for example to minimize the cost of corn consumed, but rather to lock in favorable profit margins whenever possible. By using a variety of risk management tools and hedging strategies, including our internally-developed real-time margin management system, we believe we are able to maintain a disciplined approach to risk.

Reduced Availability of Capital. Some ethanol producers have faced financial distress recently, culminating with bankruptcy filings by several companies. This, in combination with continued volatility in the capital markets has resulted in reduced availability of capital for the ethanol industry generally. In this market environment, we may experience limited access to incremental financing.

Legislation. Federal and state governments have enacted numerous policies, incentives and subsidies to encourage the usage of domestically-produced alternative fuel solutions. Passed in 2007 as part of the Energy Independence and Security Act, a federal Renewable Fuels Standard, or RFS, has been and we expect will continue to be a driving factor in the growth of ethanol usage. To further drive growth in the increased adoption of ethanol, Growth Energy, an ethanol industry trade association, and a number of ethanol producers have requested a waiver from the EPA to increase the allowable amount of ethanol blended into gasoline from the current 10% level, or E10, to a 15% level, or E15. A final decision may not be publicly announced until the latter half of 2010. Another major benefit to the industry is the blender’s credit, which allows gasoline distributors who blend ethanol with gasoline to receive a federal excise tax credit of $0.45 per gallon of pure ethanol used, or $0.045 per gallon for E10 and $0.3825 per gallon for E85. Currently, the blender’s credit is set to expire in

 

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December 31, 2010. However, as has been done historically, we believe the credit will be extended in some form prior to expiration.

Critical Accounting Policies and Estimates

This disclosure is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires that we make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and other assumptions that we believe are proper and reasonable under the circumstances. We continually evaluate the appropriateness of estimates and assumptions used in the preparation of our consolidated financial statements. Actual results could differ materially from those estimates. Key accounting policies, including but not limited to those relating to revenue recognition, property and equipment, impairment of long-lived assets and goodwill, derivative financial instruments, and accounting for income taxes, are impacted significantly by judgments, assumptions and estimates used in the preparation of the consolidated financial statements. See further discussion of our critical accounting policies and estimates, as well as significant accounting policies, in our Form 10-K, as amended, for the year ended December 31, 2009.

Recent Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2010-06, “Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements,” which amends Subtopic 820-10. ASU 2010-06 enhances disclosure requirements related to fair value measurements. Certain provisions of ASU 2010-06 are effective for annual and interim periods beginning after December 15, 2009 and others for fiscal years beginning after December 15, 2010. The Company has adopted certain provisions of ASU 2010-06 during the current quarter and has incorporated new disclosures regarding fair value measurements in Note 3 – Fair Value Disclosures . The adoption of this standard did not have a material impact on our consolidated financial statements.

In February 2010, the FASB issued ASU 2010-09, “Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements.” The amendments remove the requirement for filings with the Securities and Exchange Commission, or SEC, to disclose the date through which subsequent events have been evaluated. The adoption of this standard, which was effective upon its issuance, did not have a material impact on our consolidated financial statements.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our consolidated financial condition, results of operations or liquidity.

Components of Revenues and Expenses

Revenues . Our revenues are derived primarily from the sale of ethanol and the sale of distillers grains, which are co-products of the ethanol production process, and the sale of grain, fertilizer and petroleum products through our agribusiness segment. In our marketing and distribution segment, the sale of ethanol and distillers grains that we market for our six ethanol plants, and the sale of ethanol we market for four ethanol plants owned by third-parties represent our primary sources of revenue. Revenues also include net gains or losses from derivatives relating to ethanol and distillers grains.

Cost of Goods Sold. Cost of goods sold includes costs for direct labor, materials and certain plant overhead costs. Direct labor includes all compensation and related benefits of non-management personnel involved in the operation of our ethanol plants. Our cost of goods sold is mainly affected by the cost of ethanol, corn, natural gas and transportation. In our ethanol production segment, corn is our most significant raw material cost. We purchase natural gas to power steam generation in our ethanol production process and to dry our distillers grains. Within our ethanol production segment, natural gas represents our second largest cost. Plant overhead costs primarily consist of plant utilities, plant depreciation, sales commissions and outbound freight charges. Cost of goods sold also includes net gains or losses from derivatives relating to corn and natural gas.

In our agribusiness segment, grain, fertilizer and petroleum acquisition costs represent our primary cost of goods sold. Grain inventories, forward purchase contracts and forward sale contracts are valued at market prices, where available, or other market quotes adjusted for differences, primarily transportation, between the exchange-traded market and the local markets on which the terms of the contracts are based. Changes in the market value of grain inventories, forward purchase

 

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and sale contracts, and exchange-traded futures and options contracts, are recognized in earnings as a component of cost of goods sold.

In our marketing and distribution segment, purchases of ethanol and distillers grains represent the largest components of cost of goods sold. Transportation expense represents an additional major component of our cost of goods sold in our marketing and distribution segment. Transportation expense includes rail car leases, freight and shipping of our ethanol and co-products, as well as costs incurred in storing ethanol at destination terminals.

Selling, General and Administrative Expenses. Selling, general and administrative expenses are recognized at the segment level, as well as at the corporate level. These expenses consist of employee salaries, incentives and benefits; office expenses; board fees; and professional fees for accounting, legal, consulting, investor relations activities; as well as non-plant depreciation and amortization costs. Personnel costs, which include employee salaries, incentives and benefits, are the largest single category of expenditures in selling, general and administrative expenses. We refer to selling, general and administrative expenses that are not allocable to a specific operating segment as corporate activities.

Other Income (Expense). Other income (expense) includes the interest on our debt and the amortization of the related fees to obtain debt financing.

Results of Operations

Segment Results

During the normal course of business, our segments enter into transactions with one another. For example, our ethanol production segment sells ethanol to our marketing and distribution segment and our agribusiness segment sells grain to our ethanol production segment. These intersegment activities are recorded by each segment at market prices and treated as if they are third-party transactions. Consequently, these transactions impact segment performance. However, revenues and corresponding costs are eliminated in consolidation, and do not impact consolidated results.

The table below reflects selected operating segment financial information (in thousands):

 

     Three Months Ended
March 31,
 
     2010     2009  

Revenues:

    

Ethanol production

   $ 250,053      $ 137,503   

Agribusiness

     42,281        46,210   

Marketing and distribution

     388,095        178,353   

Intersegment eliminations

     (253,955     (140,984
                
   $ 426,474      $ 221,082   
                

Gross profit:

    

Ethanol production

   $ 31,759      $ (2,761

Agribusiness

     2,769        2,746   

Marketing and distribution

     4,180        1,843   

Intersegment eliminations

     (1,234     51   
                
   $ 37,474      $ 1,879   
                

Operating income (loss):

    

Ethanol production

   $ 29,187      $ (4,316

Agribusiness

     (530     (34

Marketing and distribution

     1,341        (519

Intersegment eliminations

     (1,234     51   

Corporate activities

     (4,259     (2,362
                
   $ 24,505      $ (7,180
                

 

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Three Months Ended March 31, 2010 Compared to the Three Months Ended March 31, 2009

Consolidated Results

Revenues and income increased in the first quarter of 2010 compared to the same quarter in 2009 as a result of the acquisitions of our Central City and Ord ethanol plants and providing third-party marketing and distribution services for additional ethanol plants. Operating margins were improved in the first quarter of 2010 compared to the same period in the prior year. The first quarter of 2009 had been negatively impacted by a one-time charge of approximately $4.6 million related to the termination of certain legacy agreements with outside marketers previously engaged to sell the Company’s ethanol production and operational issues at two of the Company’s ethanol plants affecting operating income by approximately $4.0 million.

These factors contributed to the overall increase in our revenues of $205.4 million, an increase in our gross profit of $35.6 million and an increase in operating income of $31.7 million. As a result of the expanded production related to our Central City and Ord ethanol plants, selling, general and administrative expenses increased $3.9 million and interest expense increased $2.1 million due to interest relating to debt incurred for the acquisitions. Income tax expense of $4.4 million for the quarter ended March 31, 2010 was impacted by a benefit for a reduction of a valuation allowance for deferred income tax assets established in prior years due to the uncertainty of realization. For the quarter ended March 31, 2009, we had losses before income taxes and the resulting potential tax benefits were fully reserved with a valuation allowance, resulting in no income tax provision.

Management views our results on a segment level. See segment discussions below for more detail on period to period increases in revenues, gross profit and operating income.

Ethanol Production Segment

The chart below presents key operating data within our ethanol production segment for the periods indicated:

 

     Three Months Ended
March 31,
     2010    2009

Ethanol sold

     

(thousands of gallons)

   123,755    73,171

Distillers grains sold

     

(thousands of equivalent dried tons)

   355    211

Corn consumed

     

(thousands of bushels)

   44,635    26,247

Revenues for the ethanol production segment increased $112.6 million for the three months ended March 31, 2010, compared to the three-month period ended March 31, 2009. We sold 123.8 million gallons of ethanol within the ethanol production segment during the first quarter of 2010, an increase of 50.6 million gallons over the same period of 2009. Revenues for the three months ended March 31, 2010, included production from our Bluffton, Obion, Shenandoah, and Superior ethanol plants plus revenues from our Central City and Ord plants, which were acquired in July 2009.

Cost of goods sold in the ethanol production segment increased $78.0 million for the quarter ended March 31, 2010 as compared to the quarter ended March 31, 2009. The increase was primarily due to the consumption of 18.4 million more bushels of corn during the first quarter of 2010 when compared to the same period in 2009, partially due to increased sales volumes resulting from additional production at our Central City and Ord plants which were acquired in July 2009. Our largest component of cost of goods sold is corn, which benefitted from a 4% decrease in our average corn costs compared with the first quarter of 2009. Included in the ethanol production segment’s cost of goods sold during the three months ended March 31, 2009 is a one-time charge of $4.6 million related to the cancellation of third-party ethanol marketing arrangements, as detailed further below in the marketing and distribution segment discussion. As a result, gross profit for the ethanol production segment increased $34.5 million for the three months ended March 31, 2010 as compared to the three months ended March 31, 2009.

 

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Operating income increased $33.5 million for the quarter-ended March 31, 2010, compared to the quarter ended March 31, 2009 due to the factors discussed above. During the first quarter of 2009, our Bluffton ethanol plant experienced an accelerated and extended plant shutdown and our Superior ethanol plant faced operational issues. These two operational issues reduced net income by $4.0 million in the first quarter of 2009.

Margins in the ethanol industry began to compress towards the end of the first quarter ended March 31, 2010 as compared to those seen in late 2009. Recently, margins have expanded from the lows experienced late in the first quarter and we believe they should continue to improve as the summer driving season begins.

Agribusiness Segment

Our agribusiness segment had a decrease of $3.9 million in revenues, an increase of $23,000 in gross profit, and an increased operating loss of $0.5 million for the three months ended March 31, 2010 compared to the three months ended March 31, 2009. Revenues were down due to lower grain prices and fertilizer sales but margins remained steady. The Company sold 7.8 million bushels of grain and 126 tons of fertilizer during the first quarter of 2010. This compares to 6.2 million bushels of grain and 656 tons of fertilizer during the first quarter of 2009. The overall increase in operating loss in the agribusiness segment is mainly due to added expenses related to utility costs and dryer fuel costs caused by a wet crop requiring additional drying.

Marketing and Distribution Segment

Marketing and distribution revenues increased $209.7 million for the three month period ended March 31, 2010, as compared to the three month period ended March 31, 2009. The increase in revenues was primarily due to an increase in ethanol-related marketing and distribution of $211.9 million offset by a decrease in marketing and distribution for distillers grains of $2.2 million. The Company sold 201 million gallons of ethanol within the marketing and distribution segment during the quarter ended March 31, 2010, compared to 135.9 million gallons sold during the same period of 2009. The increase in ethanol-related revenue is due to the expanded production of our own plants, including that at our Central City and Ord plants, as well as the expanded third-party marketing. During the first quarter of 2009, we began providing marketing services for three third-party ethanol plants. The first quarter of 2010 includes revenues for marketing services for those three third-party ethanol plants plus a fourth third-party ethanol plant we began marketing for in the fourth quarter of 2009.

Gross profit for the marketing and distribution segment increased $2.3 million for the three months ended March 31, 2010 as compared to the three months ended March 31, 2009. The increase in gross profit was due to increased production at our ethanol plants and increased third party marketing.

Initially, our Superior, Bluffton and Obion ethanol plants sold our ethanol production exclusively to outside marketers at a price per gallon based on a market price at the time of sale, less certain marketing, storage, and transportation costs, as well as a profit margin for each gallon sold. We stopped selling our ethanol production to outside marketers during the first quarter of 2009. Prior to the termination of the agreements, nearly all of our ethanol that was sold to one of the outside marketers was repurchased by Green Plains Trade, reflected in the marketing and distribution segment, and resold to other customers. Corresponding revenues and related costs of goods sold related to this marketer were eliminated in consolidation.

Operating income for the marketing and distribution segment increased $1.9 million for the three months ended March 31, 2010 as compared to the three months ended March 31, 2009. The increase in operating income was due to greater volume of marketing and distribution as compared to the prior year.

Intersegment Eliminations

Intersegment eliminations of revenues increased $113.0 million during the first quarter of 2010 compared to the first quarter of 2009 due to a $113.3 million increase in ethanol sold from our ethanol production segment to our marketing and distribution segment, a $4.2 million increase in distillers grains sold from our ethanol production segment to our marketing and distribution segment, and a $4.5 million decrease in corn sold from our agribusiness segment to our ethanol production segment. These increases are a result of the expanded scope of our operations. The decrease in corn sold from the agribusiness segment to the ethanol production segment primarily relates to lower corn prices as compared to the same period in the prior year.

 

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Corporate Activities

Operating income was impacted by an increase in corporate activities of $1.9 million for the three months ended March 31, 2010 as compared to the same period in the previous year, primarily due to an increase of $1.6 million in compensation, which was largely attributable to stock-based compensation.

Income Taxes

The Company records income tax expense during interim periods based on its best estimate of the full year’s effective tax rate. Income tax expense for the first quarter of 2010 and 2009 was $4.4 million and $0, respectively. The effective tax rate (calculated as the ratio of income tax expense to income before income taxes) was approximately 22% and 0% for the first quarter of 2010 and 2009, respectively. The effective tax rate for the first quarter of 2010 reflects the release of a portion of valuation allowances provided against certain of the Company’s deferred tax assets, primarily federal and state net operating losses and tax credits due to anticipated income in fiscal year 2010. The effective tax rate for the three months ended March 31, 2009 was 0% due to losses for both book and tax purposes, and because the Company had determined it was more likely than not that any benefit from such losses would not be realized prior to their expiration. There was no change in the Company’s liabilities related to accounting for uncertainty in income taxes for the three months ended March 31, 2010 and March 31, 2009.

The full year 2010 effective tax rate can be affected as a result of variances among the estimates and amounts of full year sources of taxable income (among the various states), the realization of tax credits, adjustments that may arise from the resolution of tax matters under review and the Company’s assessment of its liability for uncertain tax positions.

Liquidity and Capital Resources

On March 31, 2010, we had $182.1 million in cash and equivalents, comprised of $87.6 million held at our corporate entity and the remainder at our subsidiaries, and an additional $38.7 million available under our loan agreements, subject to borrowing base restrictions and other specified lending conditions. Funds available under our loan agreements are restricted for working capital needs at the respective subsidiaries. Additionally, at March 31, 2010, there were approximately $310.9 million of net assets at our subsidiaries that were not available to be transferred to the parent company in the form of dividends, loans or advances due to restrictions contained in the credit facilities of these subsidiaries.

In March 2010, the Company sold approximately 6.3 million newly-issued shares of its common stock at a price of $13.50 per share. The net proceeds of this equity offering totaled approximately $79.8 million. The Company intends to use the net proceeds of this offering for general corporate purposes and to acquire or invest in additional facilities, assets or technologies consistent with our growth strategy.

Net cash provided by operating activities was $19.6 million for the three months ended March 31, 2010. This was primarily a result of positive operating margins excluding depreciation during the quarter. Net cash used by investing activities was $2.3 million for the three months ended March 31, 2010, mainly due to purchases of property and equipment. Net cash provided by financing activities was $75.0 million for the three months ended March 31, 2010. Included in cash provided by financing activities is $79.8 million from a public offering of our common stock. Green Plains Trade and Green Plains Grain utilize revolving credit facilities to finance working capital requirements. These facilities are frequently drawn upon and repaid resulting in significant cash movements that are reflected on a gross basis within financing activities. In addition we made scheduled principal payments totaling $8.8 million on our term debt facilities.

Our business is highly impacted by commodity prices, including prices for corn, ethanol, distillers grains and natural gas. We attempt to reduce the market risk associated with fluctuations in commodity prices through the use of derivative financial instruments. Sudden changes in commodity prices may require cash deposits with brokers, or margin calls. Depending on our open derivative positions we may require significant liquidity with little advance notice to meet margin calls. As part of our risk management strategy, we have routinely had to, and in the future will likely be required to, cover margin calls. We continuously monitor our exposure to margin calls and believe that we will continue to maintain adequate liquidity to cover such margin calls from operating results and borrowings. We also believe that margin calls will continue to be immaterial to our overall liquidity position. We believe we have sufficient cash on hand or available under committed loan agreements to support our current risk management activities.

 

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At March 31, 2010, we are in compliance with our debt covenants. Based upon our current forecasts, we believe we will maintain compliance at each of our subsidiaries for the upcoming twelve months, or if necessary, have sufficient liquidity available on a consolidated basis to resolve a subsidiary’s noncompliance; however, no obligation exists to provide such liquidity for a subsidiary’s compliance. If we determine that we will be unable to resolve a subsidiary’s noncompliance, we will present such debt as current in our consolidated balance sheet. No assurance can be provided that actual operating results will approximate our forecasts or that we will inject the necessary capital into a subsidiary to maintain compliance with its respective covenants. In the event actual results significantly differ from our forecasts and a subsidiary is unable to comply with its respective debt covenants, the subsidiary’s lenders may determine that an event of default has occurred. Upon the occurrence of an event of default and following notice, the lenders may terminate any commitment and declare the entire unpaid balance due and payable.

We believe that we have sufficient working capital for our existing operations. However, we can provide no assurance that we will be able to secure additional funding for any of our operations. A sustained period of unprofitable operations may strain our liquidity and make it difficult to maintain compliance with our financing arrangements. While we may seek additional sources of working capital in response, we can provide no assurance that we will be able to secure this funding, if necessary. We may sell additional equity or borrow additional amounts to improve or preserve our liquidity; expand our ethanol plants; build additional or acquire existing ethanol plants; or build additional or acquire existing agribusiness and ethanol distribution facilities. We can provide no assurance that we will be able to secure the funding necessary for these additional projects or for additional working capital needs at reasonable terms, if at all.

Long-Term Debt

For additional information related to our long-term debt, see Note 8 – Long-Term Debt included herein as part of the Notes to Consolidated Financial Statements.

Ethanol Production Segment

Each of our ethanol production segment subsidiaries have credit facilities with lender groups that provided for term and revolving term loans to finance construction and operation of the production facilities.

The Green Plains Bluffton loan is comprised of a $70.0 million amortizing term loan and a $20.0 million revolving term loan. At March 31, 2010, $61.3 million related to the term loan was outstanding, along with the entire revolving term loan. The term loan requires monthly principal payments of approximately $0.6 million. The loans mature on December 31, 2013.

The Green Plains Central City loan is comprised of a $55.0 million amortizing term loan and a $30.5 million revolving term loan as well as a statused revolving credit supplement (revolver) of up to $11.0 million. At March 31, 2010, $55.0 million related to the term loan was outstanding, $30.5 million on the revolving term loan, along with $6.9 million on the revolver. The term loan requires monthly principal payments of $0.6 million beginning in June 2011. The term loan and term revolver mature on July 1, 2016 and the revolver matures on July 1, 2011 with an option to renew.

The Green Plains Obion loan is comprised of a $60.0 million amortizing term loan, a revolving term loan of $37.4 million and a $2.6 million statused revolving credit supplement (revolver). At March 31, 2010, $50.4 million related to the term loan was outstanding, $36.2 million on the revolving term loan along with the entire revolver. The term loan requires quarterly principal payments of $2.4 million. The term loan matures on May 20, 2015, the revolving term loan matures on May 1, 2019 and the revolver matures on June 1, 2010.

The Green Plains Ord loan is comprised of a $25.0 million amortizing term loan and a $13.0 million revolving term loan as well as a statused revolving credit supplement (revolver) of up to $5.0 million. At March 31, 2010, $25.0 million related to the term loan was outstanding, $13.0 million on the revolving term loan, along with $2.7 million on the revolver. The term loan requires monthly principal payments of $0.3 million beginning in June 2011. The term loan and term revolver mature on July 1, 2016 and the revolver matures on July 1, 2011 with an option to renew.

The Green Plains Shenandoah loan is comprised of a $30.0 million amortizing term loan, a $17.0 million revolving term loan, and a statused revolving credit supplement (revolver) of up to $4.3 million. At March 31, 2010, $18.4 million related to the term loan was outstanding, along with the entire $17.0 million on the revolving term loan, and $3.8 million on the revolver. The term loan requires quarterly principal payments of $1.2 million. The term loan matures on May 20, 2014, the revolving term loan matures on November 1, 2017 and the revolver matures on June 1, 2010.

 

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The Green Plains Superior loan is comprised of a $40.0 million amortizing term loan and a $10.0 million revolving term facility. At March 31, 2010, $30.4 million related to the term loan was outstanding, along with the entire $10.0 million on the revolving term loan. The term loan requires quarterly principal payments of $1.375 million. The term loan matures on July 20, 2015 and the revolving loan matures on July 1, 2017.

Each term loan has a provision that requires the Company to make annual special payments equal to a percentage ranging from 50% to 75% of the available free cash flow from the related entity’s operations (as defined in the respective loan agreements), subject to certain limitations.

With certain exceptions, the revolving term facilities are generally available for advances throughout the life of the commitment. Interest-only payments are due each month on all revolving term facilities until the final maturity date, with the exception of Green Plains Obion’s agreement, which requires additional semi-annual payments of $4.675 million beginning November 1, 2015.

The term loans and revolving credit facilities bear interest at LIBOR plus 1.5% to 4.35% or lender-established prime rates. Some have established a floor on the underlying LIBOR index. In some cases, the lender may allow us to elect to pay interest at a fixed interest rate to be determined. As security for the loans, the lenders received a first-position lien on all personal property and real estate owned by the respective entity borrowing the funds, including an assignment of all contracts and rights pertinent to construction and on-going operations of the plant. Additionally, debt facilities within Green Plains Central City and Green Plains Ord are cross-collateralized. These borrowing entities are also required to maintain certain financial and non-financial covenants during the terms of the loans.

Green Plains Bluffton also received $22.0 million in Subordinate Solid Waste Disposal Facility Revenue Bond funds from the City of Bluffton, Indiana. The revenue bond requires: semi-annual principal and interest payments of approximately $1.5 million during the period commencing on March 1, 2010 through March 1, 2019; and a final principal and interest payment of $3.745 million on September 1, 2019. The revenue bond bears interest at 7.50% per annum.

Agribusiness Segment

The Green Plains Grain loan was modified in April 2010 to be comprised of a $20.0 million amortizing term loan, a $45.0 million revolving term loan and a $20.0 million seasonal revolver. The term loan expires on May 1, 2015, the revolving term loan expires on August 1, 2011 and the seasonal revolver expires on August 1, 2011. Payments of $500,000 under the term loan are due on the first business day of each calendar quarter, with any remaining amount payable at the expiration of the loan term. The loans bear interest at three-month LIBOR plus 4.25% on the term loan, LIBOR plus 3.5% on the revolving term loan, and one-month LIBOR plus 3.75% on the seasonal revolver, all subject to an interest rate floor of 4.5%. Prior to April 2010, the Green Plains Grain loan was comprised of a $9.0 million amortizing term loan and a $35.0 million revolving term loan. Loan proceeds were used primarily for working capital purposes. At March 31, 2010, $7.2 million on the term loan and $14.7 million on the revolving term loan was outstanding. The term loan was to expire on April 3, 2013 and the revolving loan was to expire on September 30, 2010. Payments of $225,000 under the term loan were due on the last business day of each calendar quarter, with any remaining amount payable at the expiration of the loan term. The interest rates on the loans were at LIBOR plus 3.0%, subject to an interest rate floor of 4.5%. As security for the loans, the lender received a first-position lien on real estate, equipment, inventory and accounts receivable owned by Green Plains Grain. In addition, Green Plain Grain had outstanding equipment financing term loans totaling $1.1 million at March 31, 2010.

Marketing and Distribution Segment

The Green Plains Trade loan is comprised of a senior secured revolving credit facility of up to $30.0 million, subject to a borrowing base of 85% of eligible receivables and a current availability block of $5.0 million. At March 31, 2010, $13.1 million on the revolving credit facility was outstanding. The revolving credit facility expires on July 30, 2012 and bears interest at either the lender’s commercial floating rate plus 2.5% or LIBOR plus 3.5%.

 

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Contractual Obligations

Our contractual obligations as of March 31, 2010 were as follows (in thousands):

 

     Payments Due By Period

Contractual Obligations

   Total    Less than
1 year
   1-3 years    3-5 years    More than
5 years

Long-term debt obligations (1)

   $ 447,502    $ 72,111      90,115      121,790      163,486

Interest and fees on debt obligations (2)

     87,604      21,388      33,183      21,973      11,060

Operating lease obligations (3)

     32,049      8,895      11,653      6,355      5,146

Purchase obligations

              

Forward corn and bean purchase contracts (4)

     144,055      138,028      5,027      1,000      —  

Other commodity purchase contracts (5)

     22,858      22,858      —        —        —  

Other

     2,107      2,091      11      5      —  
                                  

Total contractual obligations

   $ 736,175    $ 265,371    $ 139,989    $ 151,123    $ 179,692
                                  

 

  (1) Includes current portion of long-term debt.
  (2) Interest amounts are calculated over the terms of the loans using current interest rates, assuming scheduled principle and interest amounts are paid pursuant to the debt agreements. Includes administrative and/or commitment fees on debt obligations.
  (3) Operating lease costs are primarily for railcars and office space.
  (4) Purchase contracts represent index-priced and fixed-price contracts. Index purchase contracts are valued at current quarter- end prices.
  (5) Includes fixed-price ethanol, dried distillers grains and natural gas purchase contracts.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to various market risks, including changes in commodity prices and interest rates. Market risk is the potential loss arising from adverse changes in market rates and prices. In the ordinary course of business, we enter into various types of transactions involving financial instruments to manage and reduce the impact of changes in commodity prices and interest rates. At this time, we do not expect to have exposure to foreign currency risk as we expect to conduct all of our business in U.S. dollars.

Interest Rate Risk

We are exposed to market risk from changes in interest rates. Exposure to interest rate risk results primarily from holding term and revolving loans that bear variable interest rates. Specifically, we have $447.5 million outstanding in debt as of March 31, 2010, $338.1 million of which is variable-rate in nature. Interest rates on our variable-rate debt are determined based upon the market interest rate of either the lender’s prime rate or LIBOR, as applicable. A 10% change in interest rates would affect our interest cost on such debt by approximately $1.5 million per year in the aggregate. Other details of our outstanding debt are discussed in the notes to the consolidated financial statements included as a part of this report.

Commodity Price Risk

We produce ethanol and distillers grains from corn and our business is sensitive to changes in the prices of each of these commodities. The price of corn is subject to fluctuations due to unpredictable factors such as weather; corn planted and harvested acreage; changes in national and global supply and demand; and government programs and policies. We use natural gas in the ethanol production process and, as a result, our business is also sensitive to changes in the price of natural gas. The price of natural gas is influenced by such weather factors as extreme heat or cold in the summer and winter, or other natural events like hurricanes in the spring, summer and fall. Other natural gas price factors include North American exploration and production, and the amount of natural gas in underground storage during both the injection and withdrawal seasons. Ethanol prices are sensitive to world crude-oil supply and demand; crude-oil refining capacity and utilization; government regulation; and consumer demand for alternative fuels. Distillers grains prices are sensitive to various demand factors such as numbers of livestock on feed, prices for feed alternatives, and supply factors, primarily production by ethanol plants and other sources.

 

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We attempt to reduce the market risk associated with fluctuations in the price of corn, natural gas, distillers grains and ethanol by employing a variety of risk management and economic hedging strategies. Strategies include the use of forward fixed-price physical contracts and derivative financial instruments, such as futures and options executed on the Chicago Board of Trade and/or the New York Mercantile Exchange.

We focus on locking in operating margins based on a model that continually monitors market prices of corn, natural gas and other input costs against prices for ethanol and distillers grains at each of our production facilities. We create offsetting positions by using a combination of forward fixed-price physical purchases and sales contracts and derivative financial instruments. As a result of this approach, we frequently have gains on derivative financial instruments that are conversely offset by losses on forward fixed-price physical contracts or inventories and vice versa. In our ethanol production segment, gains and losses on derivative financial instruments are recognized each period in operating results while corresponding gains and losses on physical contracts are generally designated as normal purchases or normal sales contracts and are not recognized until quantities are delivered or utilized in production. Revenues during the three months ended March 31, 2010 include net gains from derivative financial instruments that are hedging our physical ethanol and distillers grain contracts of $0.7 million. Cost of goods sold during the three months ended March 31, 2010 included net gains from derivative financial instruments for corn and natural gas of $7.1 million. To the extent the net gains or losses from settled derivative instruments are related to hedging current period production, they are generally offset by physical commodity purchases or sales resulting in the realization of the intended operating margins. However, our results of operations are impacted when there is a mismatch of gains or losses associated with the change in fair value of derivative instruments at the reporting period when the physical commodity purchase or sales has not yet occurred since they are designated as a normal purchase or normal sale.

In our agribusiness segment, inventory positions, physical purchase and sale contracts, and financial derivatives are marked to market with gains and losses included in results of operations. The market value of derivative financial instruments such as exchange-traded futures and options has a high, but not perfect, correlation to the underlying market value of grain inventories and related purchase and sale contracts.

Ethanol Production Segment

A sensitivity analysis has been prepared to estimate our ethanol production segment exposure to ethanol, corn, distillers grains and natural gas price risk. Market risk related to these factors is estimated as the potential change in pre-tax income resulting from hypothetical 10% changes in prices of our expected corn and natural gas requirements, and ethanol and distillers grains output for a one-year period from March 31, 2010. This analysis excludes the impact of risk management activities that result from our use of fixed-price purchase and sale contracts and derivatives. The results of this analysis, which may differ from actual results, are as follows (in thousands):

 

Commodity

   Estimated Total
Volume
Requirements for
the Next 12 Months
   Unit of
Measure
  Income Effect
of Approximate
10% Change
in Price

Ethanol

   480,000    Gallons   $ 76,856

Corn

   174,545    Bushels   $ 64,385

Distillers grains

   1,396    Tons (1)   $ 13,211

Natural gas

   13,083    MMBTU (2)   $ 5,937

 

  (1) Distillers grains quantities are stated on an equivalent dried ton basis.
  (2) Millions of British Thermal Units

At March 31, 2010, approximately 14% of our forecasted ethanol production during the next 12 months has been sold under fixed-price contracts. As a result of these positions, the effect of a 10% change in the price of ethanol shown above would be reduced by approximately $10.5 million.

At March 31, 2010, approximately 15% of our estimated corn usage for the next 12 months was subject to fixed-price contracts. As a result of these positions, the effect of a 10% change in the price of corn shown above would be reduced by approximately $9.7 million.

 

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At March 31, 2010, approximately 20% of our forecasted distillers grain production for the next 12 months was subject to fixed-price contracts. As a result of these positions, the effect of a 10% change in the price of distillers grains shown above would be reduced by approximately $2.7 million.

At March 31, 2010, approximately 22% of our forecasted natural gas requirements for the next 12 months have been purchased under fixed-price contracts. As a result of these positions, the effect of a 10% change in the price of natural gas shown above would be reduced by approximately $1.3 million

Agribusiness Segment

The availability and price of agricultural commodities are subject to wide fluctuations due to unpredictable factors such as weather, plantings, foreign and domestic government farm programs and policies, changes in global demand created by population changes and changes in standards of living, and global production of similar and competitive crops. To reduce price risk caused by market fluctuations in purchase and sale commitments for grain and grain held in inventory, we enter into exchange-traded futures and options contracts that function as economic hedges. The market value of exchange-traded futures and options used for economic hedging has a high, but not perfect correlation, to the underlying market value of grain inventories and related purchase and sale contracts. The less correlated portion of inventory and purchase and sale contract market value, known as basis, is much less volatile than the overall market value of exchange-traded futures and tends to follow historical patterns. We manage this less volatile risk by constantly monitoring our position relative to the price changes in the market. In addition, inventory values are affected by the month-to-month spread relationships in the regulated futures markets, as we carry inventories over time. These spread relationships are also less volatile than the overall market value and tend to follow historical patterns, but also represent a risk that cannot be directly offset. Our accounting policy for our futures and options, as well as the underlying inventory positions and purchase and sale contracts, is to mark them to the market and include gains and losses in the consolidated statement of operations in sales and merchandising revenues.

A sensitivity analysis has been prepared to estimate agribusiness segment exposure to market risk of our commodity position (exclusive of basis risk). Our daily net commodity position consists of inventories related to purchase and sale contracts and exchange-traded contracts. The fair value of our position is a summation of the fair values calculated for each commodity by valuing each net position at quoted futures market prices. Market risk is estimated as the potential loss in fair value resulting from a hypothetical 10% change in such prices. The result of this analysis, as of March 31, 2010, which may differ from actual results, is as follows (in thousands):

 

Fair Value

   $ 61

Market Risk

   $ 6

 

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, or Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial disclosure.

As of the end of the period covered by this report, our management carried out an evaluation, under the supervision of and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. These disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial disclosure. Based upon that evaluation, our management, including the Chief Executive Officer and the Chief Financial Officer, concluded that our disclosure controls and procedures were effective.

 

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Changes in Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our consolidated financial statements for external purposes in accordance with generally accepted accounting principles. There were no material changes in our internal control over financial reporting that occurred during the period covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings.

None.

 

Item 1A. Risk Factors.

Our investors should consider the risks that could affect us and our business as set forth in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K, as amended, for the year ended December 31, 2009. Although we have attempted to discuss key factors, our investors need to be aware that other risks may prove to be important in the future. New risks may emerge at any time and we cannot predict such risks or estimate the extent to which they may affect our financial performance. Investors should carefully consider the discussion of risks and the other information included or incorporated by reference in this Quarterly Report on Form 10-Q, including Cautionary Information Regarding Forward-Looking Information, which is included in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

 

Item 3. Defaults Upon Senior Securities.

None.

 

Item 4. (Removed and Reserved).

 

Item 5. Other Information.

None.

 

Item 6. Exhibits.

EXHIBIT INDEX

 

Exhibit
No.

 

Description

10.1

  Second Amendment to Revolving Credit and Security Agreement dated as of April 19, 2010 by and among Green Plains Trade Group LLC and PNC Bank, National Association

10.2

  Employment Offer Letter to Ron Gillis, dated October 15, 2008

10.3

  Asset Purchase Agreement dated as of April 19, 2010 by and among Green Plains Grain Company TN LLC, as the Buyer, and Union City Grain Company LLC, Dyer Gin Company, Inc. and Thomas W. Wade, Jr. Living Trust dated July 25, 2002, collectively as the Seller, and Wade Gin Company, LLC (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed April 22, 2010)

10.4

  Asset Purchase Agreement dated as of April 19, 2010 by and among Green Plains Grain Company TN LLC, as the Buyer, and Farmers Grain of Trenton LLC, Farmers Grain Crop Insurance, LLC and Wilson Street Properties L.L.C., collectively as the Seller (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed April 22, 2010)

10.5

  Second Amended and Restated Credit Agreement dated as of April 19, 2010 by and among Green Plains Grain Company LLC, Green Plains Grain Company TN LLC and First National Bank of Omaha (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed April 22, 2010)

10.6

  Second Amended and Restated Revolving Credit Note dated as of April 19, 2010 by and among Green Plains Grain Company LLC, Green Plains Grain Company TN LLC and First National Bank of Omaha (Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed April 22, 2010)

10.7

  Second Amended and Restated Term Loan Note dated as of April 19, 2010 by and among Green Plains Grain

 

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   Company LLC, Green Plains Grain Company TN LLC and First National Bank of Omaha (Incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed April 22, 2010)

10.8

   Security Agreement dated as of April 19, 2010 between Green Plains Grain Company TN LLC and First National Bank of Omaha (Incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed April 22, 2010)

10.9

   Post-Closing Agreement dated as of April 19, 2010 between Green Plains Renewable Energy, Inc., Green Plains Grain Company LLC, Green Plains Grain Company TN LLC and First National Bank of Omaha (Incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed April 22, 2010)

31.1

   Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002

31.2

   Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002

32.1

   Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

   Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    GREEN PLAINS RENEWABLE ENERGY, INC.
    (Registrant)
Date: May 3, 2010     By:  

/s/ Todd A. Becker

      Todd A. Becker
      President and Chief Executive Officer
      (Principal Executive Officer)
Date: May 3, 2010     By:  

/s/ Jerry L. Peters

      Jerry L. Peters
      Chief Financial Officer
      (Principal Financial Officer)

 

39

Exhibit 10.1

SECOND AMENDMENT TO REVOLVING CREDIT

AND SECURITY AGREEMENT

This Second Amendment to Revolving Credit and Security Agreement (the “ Amendment ”) is made this 19th day of April, 2010 by and among Green Plains Trade Group LLC, a limited liability company formed under the laws of the State of Delaware (“GTRADE”), and each Person joined as a Borrower from time to time (each a “Borrower”, and collectively “Borrowers”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).

BACKGROUND

A. On July 30, 2009, Borrower, Lenders and Agent entered into that certain Revolving Credit and Security Agreement (as same has been or may be amended, modified, renewed, extended, replaced or substituted from time to time, the “Loan Agreement”) to reflect certain financing arrangements between the parties thereto. The Loan Agreement and all other documents executed in connection therewith to the date hereof are collectively referred to as the “Existing Financing Agreements.” All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Loan Agreement.

B. Borrower has requested that Agent and Lenders amend certain terms and provisions contained in the Loan Agreement, and Agent and Lenders are willing to do so on the terms and conditions hereafter set forth.

NOW, THEREFORE, with the foregoing background hereinafter deemed incorporated by reference herein and made part hereof, the parties hereto, intending to be legally bound, promise and agree as follows:

1. Amendments to Loan Agreement .

(a) On the Effective Date, the following definition in Section 1.2 of the Loan Agreement shall be deleted in its entirety and replaced as follows:

Undrawn Availability ” at a particular date shall mean an amount equal to (a) the lesser of (i) the Formula Amount or (ii) the Maximum Loan Amount less the Maximum Undrawn Amount minus (b) the sum of (i) the outstanding amount of Advances, plus (ii) all amounts due and owing to any Borrower’s trade creditors which are outstanding beyond normal trade terms, plus (iii) fees and expenses for which Borrowers are liable but which have not been paid or charged to Borrowers’ Account.

(b) On the Effective Date, Section 2.1(a) of the Loan Agreement is hereby amended and restated in its entirety as follows:

(a) Amount of Revolving Advances . Subject to the terms and conditions set forth in this Agreement including Sections 2.1(c), each Lender, severally and not jointly, will make Revolving Advances to Borrowers in aggregate amounts outstanding at any time equal to such Lender’s Commitment Percentage of the lesser of (x) the Maximum Loan Amount less the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit or (y) an amount equal to the sum of:

(i) up to 85%, subject to the provisions of Section 2.1(c) hereof (“Receivables Advance Rate”), of Eligible Receivables, minus

(ii) the Minimum Availability Reserve, minus

(iii) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, minus


(iv) such reserves as Agent may reasonably deem proper and necessary from time to time in its Permitted Discretion.

The amount derived from the sum of (x) Section 2.1(a)(y)(i) minus (y) Section 2.1 (a)(y)(ii), (iii) and (iv) at any time and from time to time shall be referred to as the “Formula Amount”. The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1(a).

(c) On the Effective Date, Section 2.5 of the Loan Agreement is hereby amended and restated in its entirety as follows:

2.5 Maximum Advances . The aggregate balance of Advances outstanding at any time shall not exceed the lesser of (a) the Maximum Loan Amount less the Maximum Undrawn Amount of all issued and outstanding Letters of Credit or (b) the Formula Amount.

(d) On the Effective Date, Section 2.9 of the Loan Agreement is hereby amended and restated in its entirety as follows:

2.9 Letters of Credit . Subject to the terms and conditions hereof, Agent shall issue or cause the issuance of standby and/or trade Letters of Credit (“Letters of Credit”) for the account of any Borrower; provided, however, that Agent will not be required to issue or cause to be issued any Letters of Credit to the extent that the issuance thereof would then cause the sum of (i) the outstanding Revolving Advances plus (ii) the Maximum Undrawn Amount of all outstanding Letters of Credit to exceed the lesser of (x) the Maximum Loan Amount minus the Maximum Undrawn Amount of all outstanding Letters of Credit or (y) the Formula Amount. The Maximum Undrawn Amount of outstanding Letters of Credit shall not exceed in the aggregate at any time the Letter of Credit Sublimit. All disbursements or payments related to Letters of Credit shall be deemed to be Domestic Rate Loans consisting of Revolving Advances and shall bear interest at the Revolving Interest Rate for Domestic Rate Loans; Letters of Credit that have not been drawn upon shall not bear interest.

(e) On the Effective Date, Section 2.12(b) of the Loan Agreement is hereby amended and restated in its entirety as follows:

2.12. Disbursements, Reimbursement .

(b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, Agent will promptly notify Borrowing Agent. Provided that Borrowing Agent shall have received such notice, the Borrowers shall reimburse (such obligation to reimburse Agent shall sometimes be referred to as a “Reimbursement Obligation”) Agent prior to 12:00 Noon, New York time on each date that an amount is paid by Agent under any Letter of Credit (each such date, a “Drawing Date”) in an amount equal to the amount so paid by Agent. In the event Borrowers fail to reimburse Agent for the full amount of any drawing under any Letter of Credit by 12:00 Noon, New York time, on the Drawing Date, Agent will promptly notify each Lender thereof, and Borrowers shall be deemed to have requested that a Domestic Rate Loan be made by the Lenders to be disbursed on the Drawing Date under such Letter of Credit, subject to the amount of the unutilized portion of the lesser of the Maximum Loan Amount, less the Maximum Undrawn Amount or the Formula Amount and subject to Section 8.2 hereof. Any notice given by Agent pursuant to this Section 2.12(b) may be oral if immediately confirmed in writing; provided that the lack of such

 

2


an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(f) On the Effective Date, Section 3.3(b) of the Loan Agreement is hereby amended and restated in its entirety as follows:

3.3 Closing Fee and Facility Fee .

(b) If, for any calendar quarter during the Term, the average daily unpaid balance of the Revolving Advances and undrawn amount of any outstanding Letters of Credit for each day of such calendar quarter does not equal the Maximum Loan Amount, then Borrowers shall pay to Agent for the ratable benefit of Lenders a fee at a rate equal to one percent (1.00%) per annum on the amount by which the Maximum Loan Amount exceeds such average daily unpaid balance; provided, however, such fee shall be reduced to one half of one percent (0.50%) for any three month period commencing with the three month period ending October 31, 2009 if the average daily unpaid balance of the Revolving Advances and undrawn amount of any outstanding Letters of Credit for each day of such three month period exceeds fifty percent (50%) of the Maximum Loan Amount. Such fee shall be payable to Agent in arrears on the first day of each November, February, May and August with respect to the previous three month period.

(g) On the Effective Date, Section 3.3(c) of the Loan Agreement is hereby deleted in its entirety.

2. Representations and Warranties of Borrowers . Each Borrower hereby:

(a) reaffirms all representations and warranties made to Agent and Lenders under the Loan Agreement and all of the other Existing Financing Agreements and confirms that all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date);

(b) reaffirms all of the covenants contained in the Loan Agreement (as amended hereby), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders;

(c) represents and warrants that no Default or Event of Default has occurred and is continuing under any of the Existing Financing Agreements;

(d) represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any contract or agreement to which it is a party or by which any of its properties are bound; and

(e) represents and warrants that this Amendment and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally.

3. Conditions Precedent/Effectiveness Conditions . This Amendment shall be effective upon the date of satisfaction of the following conditions precedent (“Effective Date”) (all documents to be in form and substance reasonably satisfactory to Agent and Agent’s counsel):

 

3


(a) Agent shall have received this Amendment fully executed by the Borrowers and Guarantor;

(b) Receipt by Agent of a an amendment fee in the amount of $50,000, which represents the balance of the original closing fee; and

(c) Agent shall have received such other agreements, documents or information as requested by Agent in its reasonable discretion.

4. Further Assurances . Each Borrower hereby agrees to take all such actions and to execute and/or deliver to Agent and Lenders all such documents, assignments, financing statements and other documents, as Agent and Lenders may reasonably require from time to time, to effectuate and implement the purposes of this Amendment.

5. Payment of Expenses . Borrowers shall pay or reimburse Agent and Lenders for its reasonable attorneys’ fees and expenses in connection with the preparation, negotiation and execution of this Amendment and the documents provided for herein or related hereto.

6. Reaffirmation of Loan Agreement . Except as modified by the terms hereof, all of the terms and conditions of the Loan Agreement, as amended, and all other of the Existing Financing Agreements are hereby reaffirmed and shall continue in full force and effect as therein written.

7. Confirmation of Indebtedness . Borrowers confirm and acknowledge that as of the close of business on April 19, 2010, Borrowers were indebted to Agent and Lenders for the Advances under the Loan Agreement without any deduction, defense, setoff, claim or counterclaim, of any nature, in the aggregate principal amount of $8,003,909.92, due on account of Revolving Advances and $0 on account of undrawn Letters of Credit, plus all fees, costs and expenses incurred to date in connection with the Loan Agreement and the Other Documents.

8. Acknowledgment of Guarantors . By execution of this Amendment, Green Plains Renewable Energy, Inc. hereby covenants and agrees that its Limited Guaranty and Suretyship Agreement dated July 30, 2009 shall remain in full force and effect and shall continue to cover the existing and future Obligations of Borrowers to Agent and Lenders.

9. Miscellaneous .

(a) Third Party Rights . No rights are intended to be created hereunder for the benefit of any third party donee, creditor, or incidental beneficiary.

(b) Headings . The headings of any paragraph of this Amendment are for convenience only and shall not be used to interpret any provision hereof.

(c) Modifications . No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed on behalf of the party against whom enforcement is sought.

(d) Governing Law . The terms and conditions of this Amendment shall be governed by the laws of the State of Illinois.

(e) Counterparts . This Amendment may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile or pdf transmission shall be deemed to be an original signature hereto.

[SIGNATURES TO APPEAR ON FOLLOWING PAGE]

 

4


IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written.

 

GREEN PLAINS TRADE GROUP LLC, as

Borrower

By:  

/s/ Ron B. Gillis

Name:  

Ron B. Gillis

Title:  

EVP – Finance & Treasurer

GREEN PLAINS RENEWABLE ENERGY, INC., as

Guarantor

By:  

/s/ Ron B. Gillis

Name:  

Ron B. Gillis

Title:  

EVP – Finance & Treasurer

PNC BANK, NATIONAL ASSOCIATION,

as Lender and as Agent

By:  

/s/ John Cunningham

Name:  

John Cunningham

Title:  

VP

 

5

Exhibit 10.2

LOGO

October 15, 2008

Mr. Ron Gillis

17474 Archer Circle

Omaha, NE 68135

Dear Ron,

On behalf of Green Plains Renewable Energy, Inc. (GPRE), I am pleased to confirm our offer to you for the position of Executive Vice President Finance and Treasurer.

The terms of your new position with the Company are as set forth below:

 

1. Position: Executive Vice President Finance and Treasurer As such, you will report to the CFO of the company, Jerry Peters. While employed by the Company, except with the written approval, you will not actively engage in any other employment, occupation or consulting activity.

 

2. Start Date. You will commence this new position with the Company upon the successful completion of the merger between GPRE and VBV, LLC (“VBV”).

 

3. Compensation.

 

  i) Base Salary. You will be paid $200,000 annually. Your salary will be payable pursuant to the Company’s regular payroll policy (or in the same manner as other officers of the Company). The Company shall annually review Executive’s Base Salary.

 

  ii) Short Term Incentive Program. Your targeted annual bonus will be up to 35% of your base salary, based on milestones set forth by the CEO and President/COO of the company. The bonus will be paid on an annual basis based on the company’s performance, on your performance, and your ability to achieve the milestones that have been put in place.

 

  iii) Long Term Incentive Program. The Board and the CEO are working to create a stock option program (or similar program) for yourself and other members of the management team of the Company that will allow you and the team to participate in upside success of the Company’s performance. Upon the creation of this program, you will be eligible to participate at the sole discretion of the company’s board of directors and CEO.

 

  iv) Stock Grant. The Company shall grant you 16,250 restricted shares of the Company’s common stock (16,250 = 25,000 x 65%), in satisfaction of VBV’s grant of restricted limited liability company interests, which will incrementally vest over a period of three (3) years with 25% vesting immediately, and 25% vesting each year after the Effective Date. The Company shall pay withholding taxes in accordance with a Restricted Stock Assumption Agreement to issued to you effective with the merger between GPRE and VBV.

 

  v) Stock Options. The Company shall grant you an option to purchase 50,000 shares of the Company’s common stock at a price equal to the closing price of the Company’s stock on the date of grant, which will incrementally vest over a period of three (3) years with 25% vesting immediately, and 25% vesting each year after the Effective Date.

 

4. Benefits.

 

  i) Insurance Benefits. The Company will provide you with the standard medical and dental insurance benefits available to other employees of the Company.


  ii) Vacation. You will earn vacation consistent with the Company’s vacation policy offered to other employees of the Company.

 

5. Location. This position is based in Omaha, NE and it is expected that you will maintain an office in our Omaha, NE headquarters.

 

6. At-Will Employment. Your employment with the Company shall be for no specified period or term and may be terminated by you or by the Company at any time for any or no reason, with or without Cause, as long as written notice is provided the Company that you provide thirty (30) days written notice to the company of your intention to resign. The “at-will” nature of your employment shall remain unchanged during your tenure as an employee of the Company, and may only be changed by an express written agreement that is signed by you and by the Chairman of the Board.

 

7. Termination of Employment. If you resign your employment with the Company or if the Company terminates your employment for Cause, at any time, you will receive your base salary, as well as any accrued but unused vacation (if applicable), earned through the effective resignation or termination date, and no additional compensation. If the Company terminates your employment for any reason other than Cause, it will give you written notice of termination, any base salary and accrued but unused vacation that is earned through the effective termination date, and, conditioned on your (a) signing and not revoking a release of any and all claims, in a form prescribed by the Company, (b) returning to the Company all of its property and confidential information that is in your possession, you will receive the following: (i) continuation of your base salary for 6 months beyond the effective termination date, payable in accordance with the regular payroll practices of the Company, provided that these payments will be terminated the earlier of 6 months or as of the date you commence full time employment elsewhere; and (ii) if you elect to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) following the termination of your employment, then the Company shall pay your monthly premium under COBRA until the earlier of (x) 6 months following the effective termination date, or (y) the date upon which you commence employment with an entity other than the Company and (iii) if you are terminated within your first year of employment, your option granted under Paragraph 3 will vest on a monthly basis commensurate with the number of months that you were employed by the Company. You will notify the Company in writing within 5 days of your receipt of an offer of employment with any entity other than the Company, and will accordingly identify the date upon which you will commence employment in such writing. This salary continuance is meant to be provided to you as you actively seek future employment and as noted will cease once you have secured such employment.

For all purposes under this Agreement, a termination for “Cause” shall mean a determination by the company that your employment be terminated for any of the following reasons: (i) failure or refusal to comply in any material respect with lawful policies, standards or regulations of Company; (ii) a violation of a federal or state law or regulation applicable to the business of the Company; (iii) conviction or plea of no contest to a felony under the laws of the United States or any State; (iv) fraud or misappropriation of property belonging to the Company or its affiliates; (v) a breach in any material respect of the terms of any confidentiality, invention assignment or proprietary information agreement with the Company or with a former employer, (vi) your failure to satisfactorily perform your duties after having received written notice of such failure and at least thirty (30) days to cure such failure, or (vii) your misconduct or gross negligence in connection with the performance of your duties.

 

8. Change of Control. If, during your employment with the Company, there is a Change of Control event, and the Company terminates your employment without Cause within six (6) months after that event, you will be eligible to receive the benefits provided in Section 7.

 

  a. “Change of Control” shall be defined as (i) merger, reorganization, consolidation or other acquisition (or series of related transactions of such nature) pursuant to which more than fifty percent (50%) of the voting power of all equity of the Company would be transferred by the holders of the Company’s outstanding shares (excluding a reincorporation to effect a change in domicile); (ii) a sale of all or substantially all of the assets of the Company; or (iii) any other transaction or series of transactions, in which the Company’s stockholders immediately prior to such transaction or transactions own immediately after such transaction less than 50% of the voting equity securities of the surviving corporation or its parent.


  b. The term “Change of Control” does not include the pending merger between VBV and GPRE. Following the completion of the merger, the term “Company” in section a) above will apply solely to the remaining entity, GPRE.

 

9. Confidential Information and Invention Assignment Agreement. As an employee of the Company, you will have access to certain Company confidential information and you may during the course of your employment develop certain information or inventions, which will be the property of the Company. To protect the interest of the Company you will need to sign the Company’s standard “Employee Confidentiality Agreement” as a condition of your employment.

 

10. No Inconsistent Obligations. By accepting this offer of employment, you represent and warrant to the Company that you are under no obligations or commitments, whether contractual or otherwise, that are inconsistent with your obligations set forth in this letter. You also represent and warrant that you will not use or disclose, in connection with your employment by the Company, any trade secrets or other proprietary information or intellectual property in which you or any other person has any right, title or interest, and that your employment by the Company will not infringe upon or violate the rights of any other person or entity. You represent and warrant to the Company that you have returned all property and confidential information relating to any prior employers.

 

11. Arbitration . Any dispute or claim arising out of or in connection with this letter agreement will be finally settled by binding arbitration in the State of Nebraska in accordance with the rules of the American Arbitration Association by one arbitrator appointed in accordance with said rules. The arbitrator shall apply Nebraska law, without reference to rules of conflicts of law or rules of statutory arbitration, to the resolution of any dispute. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction for preliminary or interim equitable relief, or to compel arbitration in accordance with this paragraph, without breach of this arbitration provision.

We are all delighted to be able to extend this offer and look forward to working with you. To indicate your acceptance of the Company’s offer, please sign and date this letter in the space provided below, and return to the Company. A duplicate original is enclosed for your records. This letter agreement, together with the Employee Confidentiality Agreement, sets forth our entire agreement and understanding regarding the terms of your employment with Company and supersedes any prior representations or agreements, whether written or oral (including that certain offer letter also dated as of the date hereof). This letter agreement may not be modified or amended except by a written agreement, signed by the CEO of the Company and by you.

 

Sincerely,

/s/ Wayne Hoovestol

Wayne Hoovestol
Chief Executive Officer
Green Plains Renewable Energy, Inc.
Agreed and Accepted October 15, 2008

/s/ Ron B. Gillis

Ron Gillis

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a) AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Todd A. Becker, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Green Plains Renewable Energy, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 3, 2010    

/s/ Todd A. Becker

    Todd A. Becker
   

President and Chief Executive Officer

(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a) AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jerry L. Peters, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Green Plains Renewable Energy, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 3, 2010    

/s/ Jerry L. Peters

    Jerry L. Peters
   

Chief Financial Officer

(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Green Plains Renewable Energy, Inc. (the “Company”) on Form 10-Q for the fiscal quarter ended March 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Todd A. Becker, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

  1) The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: May 3, 2010    

/s/ Todd A. Becker

    Todd A. Becker
    President and Chief Executive Officer

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Green Plains Renewable Energy, Inc. (the “Company”) on Form 10-Q for the fiscal quarter ended March 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jerry L. Peters, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

  1) The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: May 3, 2010    

/s/ Jerry L. Peters

    Jerry L. Peters
    Chief Financial Officer