General
The following discussion and analysis includes information management believes
is relevant to understand and assess our consolidated financial condition and
results of operations. This section should be read in conjunction with our
consolidated financial statements, accompanying notes and the risk factors
contained in this report.
Overview
Green Plains is an Iowa corporation, founded in June 2004 as a producer of low
carbon fuels. We have grown through acquisitions of ethanol production
facilities and adjacent commodity processing businesses to be one of the leading
corn processors in the world. We are in the process of transforming ourselves to
be focused on the production of high-protein feed
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ingredients and export growth opportunities. Additionally, we have taken
advantage of strategic opportunities to divest certain assets in recent years.
We are focused on generating stable operating margins through our business
segments and risk management strategy. We own and operate assets throughout the
ethanol value chain: upstream, with grain handling and storage; through our
ethanol production facilities; and downstream, with marketing and distribution
services to mitigate commodity price volatility, which differentiates us from
companies focused only on ethanol production. Our other businesses leverage our
supply chain, production platform and expertise.
Our profitability is highly dependent on commodity prices, particularly for
ethanol, distillers grains, corn oil, corn, and natural gas. Since market price
fluctuations of these commodities are not always correlated, our operations may
be unprofitable at times. We use a variety of risk management tools and hedging
strategies to monitor price risk exposure at our ethanol plants and lock in
favorable margins or reduce production when margins are compressed. Our adjacent
businesses integrate complementary but more predictable revenue streams that
diversify our operations and profitability.
More information about our business, properties and strategy can be found under
Item 1 - Business and a description of our risk factors can be found under Item
1A - Risk Factors.
Industry Factors Affecting our Results of Operations
U.S. Ethanol Supply and Demand
According to the EIA, domestic ethanol production averaged 1.03 million barrels
per day in 2019, which was 1.7% lower than the 1.05 million barrels per day in
2018. Refiner and blender input volume increased 1% to 921 thousand barrels per
day for 2019, compared with 914 thousand barrels per day in 2018. Gasoline
demand increased 27 thousand barrels per day, or 0.3% in 2019. U.S. domestic
ethanol ending stocks decreased by approximately 2.1 million barrels, or 9%,
year over year to 21.0 million barrels. At the end of May 2019, the EPA
finalized regulatory changes to apply the 1 pound per square inch Reid Vapor
Pressure (RVP) waiver that currently applies to E10 during the summer months so
that it applies to E15 as well. This removes a significant barrier to wider
sales of E15 in the summer months, thus expanding the market for ethanol in
transportation fuel. As of December 31, 2019, there were approximately 2,080
retail stations selling E15 in 30 states, up from 1,700 at the beginning of the
year, according to Growth Energy.
Global Ethanol Supply and Demand
According to the USDA Foreign Agriculture Service, domestic ethanol exports
through November 30, 2019 were approximately 1.32 bg, down 15% from 1.56 bg for
the same period of 2018. Brazil remained the largest export destination for U.S.
ethanol, which accounted for 23% of domestic ethanol export volume despite the
20% tariff on U.S. ethanol imports in excess of 150 million liters, or 39.6
million gallons per quarter, imposed in September 2017 by Brazil's Chamber of
Foreign Trade, or CAMEX. In a resolution published August 31, 2019, Brazil
raised the annual import quota to 750 million liters, or 198 million gallons per
year from the expiring 600 million-liter limit. The final resolution awaits
approval of the Brazilian government. In addition, Canada, India, South Korea,
and the Philippines accounted for 23%, 12%, 7%, and 5%, respectively, of U.S.
ethanol exports.
On April 1, 2018, China announced it would add an additional 15% tariff to the
existing 30% tariff it had earlier imposed on ethanol imports from the United
States and Brazil. China later raised the tariff further to 70% as the trade war
escalated. In January 2020, China and the United States agreed to certain trade
agreements, the impact of which on ethanol are yet to be determined.
The cost to produce the equivalent amount of starch found in sugar from
$3.50-per-bushel corn is 7 cents per pound. The average price of sugar was
approximately 12 cents per pound during 2019. We currently estimate that net
ethanol exports will reach approximately 1.5 billion gallons in 2020, excluding
any potential exports to China, based on historical demand from a variety of
countries and certain countries who seek to improve their air quality and
eliminate MTBE from their own fuel supplies.
Year-to-date U.S. distillers grains exports through November 30, 2019, were 10.0
million metric tons, or 9.7% lower than the same period last year, according to
the USDA Foreign Agriculture Service. Mexico, South Korea, Vietnam, Indonesia,
Canada, and Turkey, accounted for approximately 61% of total U.S. distillers
export volumes.
While African Swine Fever (ASF) may have a positive impact on animal protein
demand from the U.S., it may have a negative impact on distillers grains exports
and domestic usage. ASF may depress soybean meal demand in China which could
make the animal feed more price competitive to distillers grains and allow for
substitution of high-protein soybean meal worldwide.
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Legislation and Regulation
We are sensitive to government programs and policies that affect the supply and
demand for ethanol and other fuels, which in turn may impact the volume of
ethanol and other fuels we handle. Various bills have been discussed in the
House and Senate which would eliminate the RFS II entirely, eliminate the corn
based ethanol portion of the mandate, or make it more difficult to sell fuel
blends with higher levels of ethanol. We believe it is unlikely that any of
these bills will become law in the current Congress. In addition, the manner in
which the EPA administers the RFS II can have a significant impact on the actual
amount of ethanol blended into the domestic fuel supply.
Federal mandates supporting the use of renewable fuels are a significant driver
of ethanol demand in the U.S. Ethanol policies are influenced by concerns for
the environment, diversifying our fuel supply, and reducing the country's
dependence on foreign oil. Consumer acceptance of flex-fuel vehicles and higher
ethanol blends of ethanol in non-flex-fuel vehicles may be necessary before
ethanol can achieve further growth in U.S. market share. Congress first enacted
CAFE in 1975 to reduce energy consumption by increasing the fuel economy of cars
and light trucks.
Flexible-fuel vehicles (FFVs), which are designed to run on a mixture of fuels,
including higher blends of ethanol such as E85, receive preferential treatment
in the form of CAFE credits. There are approximately 21 million FFVs on the road
in the U.S. today, 16 million of which are light duty trucks. FFV credits have
been decreasing since 2014 and will be completely phased out in 2020. Absent
CAFE preferences, auto manufacturers may not be willing to build flexible-fuel
vehicles, which has the potential to slow the growth of E85 markets.
Another important factor is a waiver in the Clean Air Act, known as the
One-Pound Waiver, which allows E10 to be sold year-round, even though it exceeds
the Reid Vapor Pressure limitation of nine pounds per square inch. At the end of
May 2019, the EPA finalized a rule which extended the One-Pound Waiver to E15.
This allows E15 to be sold year round to all vehicles model year 2001 and newer.
This rule is being challenged in an action filed in Federal District Court for
the DC Circuit. However, the One-Pound Waiver is in effect, and for the first
time ever, E15 was legally sold to all vehicles model year 2001 and newer during
the summer driving season of June 1 to September 15, 2019.
The RFS II has been a driving factor in the growth of ethanol usage in the
United States. When the RFS II was established in 2010, the required volume of
"conventional" corn-based ethanol to be blended with gasoline was to increase
each year until it reached 15.0 billion gallons in 2015, which left the EPA to
address existing limitations in both supply (ethanol production) and demand
(usage of ethanol blends in older vehicles). On December 19, 2019, the EPA
announced the final 2020 RVO for conventional ethanol, which met the
15.0-billion-gallon congressional target.
The EPA has the authority to waive the mandates, in whole or in part, if there
is inadequate domestic renewable fuel supply or the requirement severely harms
the economy or environment. According to the RFS II, if mandatory renewable fuel
volumes are reduced by at least 20% for two consecutive years, the EPA is
required to modify, or reset, statutory volumes through 2022 - the year through
which the statutorily prescribed volumes run. While conventional ethanol
maintained 15 billion gallons, 2019 was the second consecutive year that the
total proposed RVO was more than 20% below statutory volumes levels. Thus, the
EPA was expected to initiate a reset rulemaking, and modify statutory volumes
through 2022, and do so based on the same factors they are to use in setting the
RVOs post-2022. These factors include environmental impact, domestic energy
security, expected production, infrastructure impact, consumer costs, job
creation, price of agricultural commodities, food prices, and rural economic
development. However, on December 19, 2019, the EPA announced it would not be
moving forward with a reset rulemaking in 2020.
The EPA assigns individual refiners, blenders, and importers the volume of
renewable fuels they are obligated to use based on their percentage of total
domestic transportation fuel sales. Obligated parties use RINs to show
compliance with the RFS II mandated volumes. Ethanol producers assign RINs to
renewable fuels and the RINs are detached when the renewable fuel is blended
with transportation fuel domestically. Market participants can trade the
detached RINs in the open market. The market price of detached RINs affects the
price of ethanol in certain markets and influences the purchasing decisions by
obligated parties.
Under the RFS II, a small refinery is defined as one that processes fewer than
75,000 barrels of petroleum per day. Small refineries can petition the EPA for a
SRE which, if approved, waives their portion of the annual RVO requirements. The
EPA, through consultation with the Department of Energy and the Department of
Agriculture, can grant them a full or partial waiver, or deny it outright within
90 days of submittal. The EPA granted significantly more of these waivers for
2016, 2017 and 2018 than they had in the past, totaling 790 million gallons of
waived requirements for the 2016 compliance year, 1.82 billion gallons for 2017
and 1.43 billion gallons for 2018. In doing so, the EPA effectively reduced the
RFS II mandated volumes for those compliance years by those amounts
respectively, and as a result, RIN values have declined significantly.
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Biofuels groups have filed a lawsuit in the Court of Appeals for the D.C.
Circuit, challenging the 2019 RVO rule over the EPA's failure to address small
refinery exemptions in the rulemaking. This was the first RFS II rulemaking
since the expanded use of the exemptions came to light; however, the EPA had
declined to cap the number of waivers it grants, and until late 2019, had
declined to alter how it accounts for the retroactive waivers in its annual
volume calculations. The EPA has a statutory mandate to ensure the volume
requirements are met, which are achieved by setting the percentage standards for
obligated parties. The EPA's recent approach accomplished the opposite. Even if
all the obligated parties complied with their respective percentage obligations
for 2019, the nation's overall supply of renewable fuel would not meet the total
volume requirements set by the EPA. This undermines Congressional intent to
increase the consumption of renewable fuels in the domestic transportation fuel
supply. Biofuels groups have argued the EPA must therefore adjust its percentage
standard calculations to make up for past retroactive waivers and adjust the
standards to account for any waivers it reasonably expects to grant in the
future.
In a supplemental rulemaking to the 2020 RVO rule, the EPA changed their
approach, and for the first time are accounting for the gallons they anticipate
they will be waiving from the blending requirements due to small refinery
exemptions. To accomplish this, they are adding in the trailing three year
average of gallons the Department of Energy recommended be waived, in effect
raising the blending volumes across the board in anticipation of waiving the
obligations in whole or in part for certain refineries that qualify for the
exemptions. Though the EPA has often disregarded the recommendations of the
Department of Energy in years past, they stated in the rule their intent to
adhere to these recommendations going forward, including granting partial
waivers rather than an all or nothing approach. The EPA will be adjudicating the
2020 compliance year small refinery exemption applications in early 2021, but
have indicated they will adhere to Department of Energy recommendations for the
2019 compliance year applications as well, which should be adjudicated in early
2020. There were 21 applications pending as of this filing.
On January 24, 2020, the U.S. Court of Appeals for the 10th Circuit ruled on RFA
et. al. vs. EPA in favor of biofuels interests, overturning EPA's grant of
refinery exemptions to three refineries on two separate grounds. The Court
agreed that, under the Clean Air Act, refineries are eligible for SREs for a
given RVO year only if such exemptions are extensions of exemptions granted in
previous RVO years. In this case, the three refineries at issue did not qualify
for SREs in the year prior to the year that EPA granted them. They were thus
ineligible for additional SRE relief because there were no immediately prior
SREs to extend. In addition, the Court agreed that the disproportionate economic
hardship prong of SRE eligibility should be determined solely by reference to
whether compliance with the RFS II creates such hardship, not whether compliance
plus other issues create disproportionate economic hardship. The Court thus
vacated EPA's grant of SREs for certain years and remanded the grants back
to EPA. It is expected the decision will be appealed to the U.S. Supreme Court.
If the decision against the EPA is upheld by the Supreme Court, it is uncertain
how the EPA will propose to remedy the situation.
The White House directed the USDA and EPA to move forward with rulemaking to
expand access to higher blends of biofuels. This includes funding for
infrastructure, labeling changes and allowing E15 to be sold through E10
infrastructure.
In 2017, the D.C. Circuit ruled in favor of biofuel groups against the EPA
related to its decision to lower the 2016 volume requirements by 500 million
gallons. As a result, the Court remanded to the EPA to make up for the 500
million gallons. Despite this, in the proposed 2020 RVO rulemaking released in
July 2019, the EPA stated it does not intend to make up the 500 million gallons
as the court directed, citing potential burden on obligated parties. The EPA has
indicated that it plans to address this court ordered remand in early 2020.
Government actions abroad can significantly impact the demand for U.S. ethanol.
In September 2017, China's National Development and Reform Commission, the
National Energy Board and 15 other state departments issued a joint plan to
expand the use and production of biofuels containing up to 10% ethanol by 2020.
China, the number three importer of U.S. ethanol in 2016, imported negligible
volumes during 2018 and 2019 due to a 30% tariff on U.S. ethanol, which
increased to 70% in early 2018. There is no assurance that China's joint plan to
expand blending to 10% will be carried to fruition, nor that it will lead to
increased imports of U.S. ethanol in the near term. Ethanol is included as an
agricultural commodity under the "Phase I" agreement with China, wherein they
are to purchase upwards of $40 billion in agricultural commodities from the U.S.
in both 2020 and 2021.
In Brazil, the Secretary of Foreign Trade issued an official written resolution,
imposing a 20% tariff on U.S. ethanol imports in excess of 150 million liters,
or 39.6 million gallons per quarter in September 2017. The initial ruling was
valid for two years; however, it was extended at the end of August 2019 for an
additional year. On an annual basis, Brazil will now allow into the country 750
million duty free liters distributed on a quarterly basis as follows: September
to November 100 million liters, December to February 100 million liters, March
to May 275 million liters and June to August 275 million liters.
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Our exports also face tariffs, rate quotas, countervailing duties, and other
hurdles in the European Union, India, Peru, and elsewhere, which limits the
ability to compete in some markets.
In June 2017, the Energy Regulatory Commission of Mexico (CRE) approved the use
of 10% ethanol blends, which was challenged by multiple lawsuits, of which
several were dismissed. The remaining four cases follow one of two tracks: 1) to
determine the constitutionality of the CRE regulation, or 2) to determine the
benefits, or lack thereof, of introducing E10 to Mexico. An injunction was
granted in October 2017, preventing the blending and selling of E10, but was
overturned by a higher court in June 2018 making it legal to blend and sell E10
by PEMEX throughout Mexico except for its three largest metropolitan areas. On
January 15, 2020, the Mexican Supreme Court ruled that the expedited process for
the CRE regulation was unconstitutional, and that after a 180 day period the
maximum ethanol blend allowed in the country would revert to 5.8%. There is an
effort underway to go through the full regulatory process to allow for 10%
blends countrywide, including in the three major metropolitan areas. U.S.
ethanol exports to Mexico totaled 29.4 mmg in 2018 and 29.8 mmg in 2019.
On January 29, 2020, the President signed into law the updated North American
Free Trade Agreement, known as the United States Mexico Canada Agreement or
USMCA. The pact maintains the duty free access of U.S. agricultural commodities,
including ethanol, into Canada and Mexico. As of the date of this filing, Mexico
has ratified the pact and the Canadian Parliament is widely expected to do the
same.
The Tax Cuts and Jobs Act (the "Act") was signed into law on December 22, 2017,
effective on January 1, 2018. Among other provisions, the new law reduced the
federal statutory corporate income tax rate from 35% to 21%. The tax impacts of
the Act are included in our consolidated financial statements.
Environmental and Other Regulation
Our operations are subject to environmental regulations, including those that
govern the handling and release of ethanol, crude oil and other liquid
hydrocarbon materials. Compliance with existing and anticipated environmental
laws and regulations may increase our overall cost of doing business, including
capital costs to construct, maintain, operate, and upgrade equipment and
facilities. Our business may also be impacted by government policies, such as
tariffs, duties, subsidies, import and export restrictions and outright
embargos. We employ maintenance and operations personnel at each of its
facilities, which are regulated by the Occupational Safety and Health
Administration.
The U.S. ethanol industry relies heavily on tank cars to deliver its product to
market. On May 1, 2015, the DOT finalized the Enhanced Tank Car Standard and
Operational Controls for High-Hazard and Flammable Trains, or DOT specification
117, which established a schedule to retrofit or replace older tank cars that
carry crude oil and ethanol, braking standards intended to reduce the severity
of accidents and new operational protocols. The deadline for compliance with DOT
specification 117 is May 1, 2023. The rule may increase our lease costs for
railcars over the long term. Additionally, existing railcars may be out of
service for a period of time while upgrades are made, tightening supply in an
industry that is highly dependent on railcars to transport product. We intend to
strategically manage our leased railcar fleet to comply with the new regulations
and have commenced transition of our fleet to DOT 117 compliant railcars. As of
December 31, 2019, approximately 30% of our railcar fleet was DOT 117 compliant.
We anticipate that an additional 20% of our railcar fleet will be DOT 117
compliant by the end of 2020, and that our entire fleet will be fully compliant
by 2023.
In September 2015, the FDA issued rules for Current Good Manufacturing Practice,
Hazard Analysis and Risk-Based Preventative Controls for food for animals in
response to FSMA. The rules require FDA-registered food facilities to address
safety concerns for sourcing, manufacturing and shipping food products and food
for animals through food safety programs that include conducting hazard
analyses, developing risk-based preventative controls and monitoring, and
addressing intentional adulteration, recalls, sanitary transportation and
supplier verification. We believe we have taken sufficient measures to comply
with these regulations.
On January 1, 2017, all medically important antimicrobials intended for use in
animal feed that were once available over-the-counter became veterinary feed
directive drugs, requiring written orders from a licensed veterinarian to
purchase and use in livestock feed under the October 2015 revised Veterinary
Feed Directive rule. Our cattle feeding joint venture obtained all necessary
prescriptions from a licensed veterinarian to use certain veterinary feed
directive drugs, as appropriate.
Variability of Commodity Prices
Our business is highly sensitive to commodity price fluctuations, particularly
for corn, ethanol, corn oil, distillers grains and natural gas, which are
impacted by factors that are outside of our control, including weather
conditions, corn yield, changes in domestic and global ethanol supply and
demand, government programs and policies and the price of crude oil,
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gasoline and substitute fuels. We use various financial instruments to manage
and reduce our exposure to price variability. For more information about our
commodity price risk, refer to Item 7A. - Qualitative and Quantitative
Disclosures About Market Risk, Commodity Price Risk in this report.
During 2019, we continued to experience a weak ethanol margin environment. Our
operating strategy, including the operating cost savings initiative, is to
increase utilization rates and efficiency while reducing operating expenses to
achieve improved margins. In 2019, our ethanol facilities ran at approximately
76% of our daily average capacity, largely due to the low margin environment
during the year driven by higher domestic ethanol supplies resulting from weak
refiner and blender input volume. We expect to run at higher average utilization
rates to achieve the cost savings anticipated. Additionally, overall performance
at our ethanol plants was negatively impacted by severe weather and associated
flooding in areas where we transport products during the first half of 2019. The
weather also drove corn prices up, negatively impacting margins.
Critical Accounting Policies and Estimates
The preparation of our consolidated financial statements requires that we use
estimates that affect the reported assets, liabilities, revenue and expense and
related disclosures for contingent assets and liabilities. We base our estimates
on experience and assumptions we believe are proper and reasonable. While we
regularly evaluate the appropriateness of these estimates, actual results could
differ materially from our estimates. The following accounting policies, in
particular, may be impacted by judgments, assumptions and estimates used in the
preparation of our consolidated financial statements.
Revenue Recognition
We recognize revenue when obligations under the terms of a contract with a
customer are satisfied. Generally this occurs with the transfer of control of
products or services. Revenue is measured as the amount of consideration
expected to be received in exchange for transferring goods or providing
services. Sales, value add, and other taxes we collect concurrent with
revenue-producing activities are excluded from revenue.
Sales of ethanol, distillers grains, corn oil, natural gas and other commodities
by the company's marketing business are recognized when obligations under the
terms of a contract with a customer are satisfied. Generally, this occurs with
the transfer of control of products or services. Revenues related to marketing
for third parties are presented on a gross basis as we control the product prior
to the sale to the end customer, take title of the product and have inventory
risk. Unearned revenue is recorded for goods in transit when we have received
payment but control has not yet been transferred to the customer. Revenues for
receiving, storing, transferring and transporting ethanol and other fuels are
recognized when the product is delivered to the customer.
We routinely enter into physical-delivery energy commodity purchase and sale
agreements. At times, we settle these transactions by transferring obligations
to other counterparties rather than delivering the physical commodity. Energy
trading transactions are reported net as a component of revenue. Revenues
include net gains or losses from derivatives related to products sold while cost
of goods sold includes net gains or losses from derivatives related to
commodities purchased. Revenues also include realized gains and losses on
related derivative financial instruments and reclassifications of realized gains
and losses on cash flow hedges from accumulated other comprehensive income or
loss.
Sales of products, including agricultural commodities are recognized when
control of the product is transferred to the customer, which depends on the
agreed upon shipment or delivery terms. Revenues related to grain merchandising
are presented gross and include shipping and handling, which is also a component
of cost of goods sold. Revenues from grain storage are recognized over time as
the services are rendered.
A substantial portion of the partnership revenues are derived from fixed-fee
commercial agreements for storage, terminal or transportation services. The
partnership recognizes revenue upon transfer of control of product from its
storage tanks and fuel terminals, when railcar volumetric capacity is provided,
and as truck transportation services are performed. To the extent shortfalls
associated with minimum volume commitments in the previous four quarters
continue to exist, volumes in excess of the minimum volume commitment are
applied to those shortfalls. Remaining excess volumes generating operating lease
revenue are recognized as incurred.
Intercompany revenues are eliminated on a consolidated basis for reporting
purposes.
Impairment of Long-Lived Assets and Goodwill
Our long-lived assets consist of property and equipment, operating lease
right-of-use assets, intangible assets and equity method investments. We review
long-lived assets for impairment whenever events or changes in circumstances
indicate the
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carrying amount of the asset may not be recoverable. We measure recoverability
by comparing the carrying amount of the asset with the estimated undiscounted
future cash flows the asset is expected to generate. If the carrying amount of
the asset exceeds its estimated future cash flows, we record an impairment
charge for the amount in excess of the fair value. There were no material
impairment charges recorded for the periods reported.
Our goodwill is related to certain acquisitions within our ethanol production
and partnership segments. We review goodwill for impairment at least annually,
as of October 1, or more frequently whenever events or changes in circumstances
indicate that an impairment may have occurred.
Near term industry outlook and the decline in our stock price caused a decline
in our market capitalization during the three months ended September 30, 2019.
As such, we determined a triggering event had occurred that required an interim
impairment assessment for our ethanol production reporting unit. Due to the
impairment indicators noted as a result of these triggering events, we evaluated
our goodwill as of September 30, 2019. Significant assumptions inherent in the
valuation methodologies for goodwill are employed and include, but are not
limited to, market capitalization, prospective financial information, growth
rates, discount rates, inflationary factors, and cost of capital. Based on our
quantitative evaluation, we determined that the fair value of the ethanol
production reporting unit exceeded its carrying value. As a result, we concluded
that the goodwill assigned to the ethanol production reporting unit was not
impaired, but could be at risk of future impairment. We continue to believe that
our long-term financial goals will be achieved.
We performed our annual goodwill assessment as of October 1, 2019, using a
qualitative assessment, which resulted in no goodwill impairment.
We estimate the amount and timing of projected cash flows that will be generated
by an asset over an extended period of time when we review our long-lived assets
and goodwill. Circumstances that may indicate impairment include: a decline in
future projected cash flows, a decision to suspend plant operations for an
extended period of time, a sustained decline in our market capitalization, a
sustained decline in market prices for similar assets or businesses or a
significant adverse change in legal or regulatory matters, or business climate.
Significant management judgment is required to determine the fair value of our
long-lived assets and goodwill and measure impairment, including projected cash
flows. Fair value is determined through various valuation techniques, including
discounted cash flow models utilizing assumed margins, cost of capital,
inflation and other inputs, sales of comparable properties and third-party
independent appraisals. Changes in estimated fair value as a result of declining
ethanol margins, loss of significant customers or other factors could result in
a write-down of the asset.
Leases
On January 1, 2019, we adopted the amended guidance in ASC 842, Leases, and all
related amendments and applied it to all leases using the optional transition
method which requires the amended guidance to be applied at the date of
adoption. The standard does not require the guidance to be applied to the
earliest comparative period presented in the financial statements. As such,
comparative information has not been restated and continues to be reported under
the accounting standards in effect for those periods.
We lease certain facilities, parcels of land, and equipment. Our leases are
accounted for as operating leases, with lease expense recognized on a
straight-line basis over the lease term. The term of the lease may include
options to extend or terminate the lease when it is reasonably certain that we
will exercise one of those options. For leases with initial terms greater than
12 months, we record operating lease right-of-use assets and corresponding
operating lease liabilities. Leases with an initial term of 12 months or less
are not recorded on our consolidated balance sheet. Operating lease right-of-use
assets represent our right to control an underlying asset for the lease term and
operating lease liabilities represent our obligation to make lease payments
arising from the lease. These assets and liabilities are recognized at the
commencement date based on the present value of lease payments over the lease
term. As our leases do not provide an implicit rate, we use our incremental
borrowing rate based on information available at commencement date to determine
the present value of future payments.
Our partnership segment records the majority of its operating lease revenue from
its storage and throughput services and rail transportation services agreements
with Green Plains Trade. The lease revenue from Green Plains Trade is eliminated
upon consolidation. In addition, the partnership may sublease certain of its
railcars to third parties on a short-term basis. These subleases are classified
as operating leases, with the associated sublease revenue recognized on a
straight-line basis over the lease term.
Please refer to Note 18 - Commitments and Contingencies to the consolidated
financial statements for further details on operating lease expense.
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Derivative Financial Instruments
We use various derivative financial instruments, including exchange-traded
futures and exchange-traded and over-the-counter options contracts, to attempt
to minimize risk and the effect of commodity price changes including but not
limited to, corn, ethanol, natural gas and crude oil. We monitor and manage this
exposure as part of our overall risk management policy to reduce the adverse
effect market volatility may have on our operating results. We may hedge these
commodities as one way to mitigate risk; however, there may be situations when
these hedging activities themselves result in losses.
By using derivatives to hedge exposures to changes in commodity prices, we are
exposed to credit and market risk. Our exposure to credit risk includes the
counterparty's failure to fulfill its performance obligations under the terms of
the derivative contract. We minimize our credit risk by entering into
transactions with high quality counterparties, limiting the amount of financial
exposure it has with each counterparty and monitoring their financial condition.
Market risk is the risk that the value of the financial instrument might be
adversely affected by a change in commodity prices or interest rates. We manage
market risk by incorporating parameters to monitor exposure within our risk
management strategy, which limits the types of derivative instruments and
strategies we can use and the degree of market risk we can take using derivative
instruments.
We evaluate our physical delivery contracts to determine if they qualify for
normal purchase or sale exemptions which are expected to be used or sold over a
reasonable period in the normal course of business. Contracts that do not meet
the normal purchase or sale criteria are recorded at fair value. Changes in fair
value are recorded in operating income unless the contracts qualify for, and we
elect, cash flow hedge accounting treatment.
Certain qualifying derivatives related to ethanol production and agribusiness
and energy services segments are designated as cash flow hedges. We evaluate the
derivative instrument to ascertain its effectiveness prior to entering into cash
flow hedges. Unrealized gains and losses are reflected in accumulated other
comprehensive income or loss until the gain or loss from the underlying hedged
transaction is realized. When it becomes probable a forecasted transaction will
not occur, the cash flow hedge treatment is discontinued, which affects
earnings. These derivative financial instruments are recognized in current
assets or current liabilities at fair value.
At times, we hedge our exposure to changes in inventory values and designate
qualifying derivatives as fair value hedges. The carrying amount of the hedged
inventory is adjusted in the current period for changes in fair value.
Ineffectiveness of the hedges is recognized in the current period to the extent
the change in fair value of the inventory is not offset by the change in fair
value of the derivative.
Accounting for Income Taxes
Income taxes are accounted for under the asset and liability method in
accordance with GAAP. Deferred tax assets and liabilities are recognized for
future tax consequences between existing assets and liabilities and their
respective tax basis, and for net operating loss and tax credit carry-forwards.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to be applied to taxable income in years temporary differences are
expected to be recovered or settled. The effect of a tax rate change is
recognized in the period that includes the enactment date. The realization of
deferred tax assets depends on the generation of future taxable income during
the periods in which temporary differences become deductible. Management
considers scheduled reversal of deferred tax liabilities, projected future
taxable income and tax planning strategies to make this assessment. A valuation
allowance is recorded by the company when it is more likely than not that some
portion or all of a deferred tax asset will not be realized. In making such a
determination, management considers the positive and negative evidence to
support the need for, or reversal of, a valuation allowance. The weight given to
the potential effects of positive and negative evidence is based on the extent
it can be objectively verified.
To account for uncertainty in income taxes, we gauge the likelihood of a tax
position based on the technical merits of the position, perform a subsequent
measurement related to the maximum benefit and degree of likelihood, and
determine the benefit to be recognized in the financial statements, if any.
Recently Issued Accounting Pronouncements
For information related to recent accounting pronouncements, see Note 2 -
Summary of Significant Accounting Policies included as part of the notes to
consolidated financial statements in this report.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
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Components of Revenues and Expenses
Revenues. For our ethanol production segment, our revenues are derived primarily
from the sale of ethanol, distillers grains and corn oil. For our agribusiness
and energy services segment, sales of ethanol, distillers grains and corn oil
that we market for our ethanol plants, in which we earn a marketing fee, sales
of ethanol we market for a third-party and sales of grain and other commodities
purchased in the open market represent our primary sources of revenue. For our
food and ingredients segment, the sale of corn oil, and vinegar prior to the
sale of Fleischmann's Vinegar during the fourth quarter of 2018, are our primary
sources of revenue. For our partnership segment, our revenues consist primarily
of fees for receiving, storing, transferring and transporting ethanol and other
fuels. Revenues include net gains or losses from derivatives related to products
sold.
Cost of Goods Sold. For our ethanol production segment, cost of goods sold
includes direct labor, materials and plant overhead costs. Direct labor includes
compensation and related benefits of non-management personnel involved in
ethanol plant operations. Plant overhead consists primarily of plant utilities
and outbound freight charges. Corn is the most significant raw material cost
followed by natural gas, which is used to power steam generation in the ethanol
production process and dry distillers grains. Cost of goods sold also includes
net gains or losses from derivatives related to commodities purchased.
For our agribusiness and energy services segment, purchases of ethanol,
distillers grains, corn oil and grain are the primary component of cost of goods
sold. Grain inventories held for sale and forward purchase and sale contracts
are valued at market prices when available or other market quotes adjusted for
differences, such as transportation, between the exchange-traded market and
local markets where 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 as a component of
cost of goods sold.
For our food and ingredients segment, food-grade ethanol was the most
significant raw material cost. For our vinegar operation, which was sold during
the fourth quarter of 2018, cost of goods sold included direct labor, materials
and plant overhead costs. Direct labor included compensation and related
benefits of non-management personnel involved in vinegar operations.
Operations and Maintenance Expense. For our partnership segment, transportation
expense is the primary component of operations and maintenance expense.
Transportation expense includes rail car leases, shipping and freight and costs
incurred for storing ethanol at destination terminals.
Selling, General and Administrative Expense. Selling, general and administrative
expenses are recognized at the operating segment and corporate level. These
expenses consist of employee salaries, incentives and benefits; office expenses;
director fees; and professional fees for accounting, legal, consulting and
investor relations services. Personnel costs, which include employee salaries,
incentives, and benefits, as well as severance and separation costs, are the
largest expenditure. Selling, general and administrative expenses that cannot be
allocated to an operating segment are referred to as corporate activities.
Gain on Sale of Assets, Net. We completed the sale of the three ethanol plants
located in Bluffton, Indiana, Lakota, Iowa and Riga, Michigan, as well as
Fleischmann's Vinegar during the fourth quarter of 2018. Proceeds from these
sales, offset by related expenses, were recorded primarily at the corporate
level, with only the gain on the assignment of operating leases of $2.7 million
being recorded at the partnership level.
Other Income (Expense). Other income (expense) includes interest earned,
interest expense and other non-operating items, including a gain of $4.8 million
related to the sale of our 50% interest in JGP Energy Partners LLC.
Income (loss) from Equity Method Investees, Net of Income Taxes. Income (loss)
from equity method investees, net of income taxes, represents our proportional
share of earnings from our equity method investees.
Net Income from Discontinued Operations, Net of Income Taxes. Net income from
discontinued operations, net of income taxes represents the operations of GPCC
prior to its disposition during the third quarter of 2019. GPCC was previously a
wholly owned subsidiary of Green Plains until the formation of the GPCC joint
venture and disposition September 1, 2019.
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Results of Operations
Comparability
The following summarizes various events that affect the comparability of our
operating results for the past three years:
? March 2017 Hereford, Texas cattle feeding operation was acquired.
? May 2017 Leoti, Kansas and Eckley, Colorado cattle feeding operations
were acquired.
? August 2018 Sublette, Kansas and Tulia, Texas cattle feeding operations
were acquired.
? November 2018 Bluffton, Indiana, Lakota, Iowa and Riga, Michigan ethanol
plants were sold and certain storage assets of these plants
were acquired from the partnership prior to being sold.
? November 2018 Hopewell, Virginia ethanol plant was permanently closed.
? November 2018 Fleischmann's Vinegar was sold.
? September 2019 An aggregate 50% membership interest of GPCC was sold,
resulting in the deconsolidation of GPCC and the equity method
of accounting treatment of our continued investment.
Operational results of GPCC prior to its disposition, for all
periods presented have been reclassified as discontinued
operations in our consolidated financial statements. The
assets and liabilities of GPCC have been reclassified as
assets and liabilities of discontinued operations in all prior
periods.
? December 2019 Our 50% membership interest in JGP Energy Partners was sold.
The year ended December 31, 2017, includes approximately nine months of
operations at our Hereford cattle feeding business and approximately six months
of operations at our Leoti and Eckley cattle feeding operations. The year ended
December 31, 2018, includes approximately five months of operations at our
Sublette and Tulia cattle feeding businesses, eleven months of operations at our
Bluffton, Lakota, Hopewell and Riga ethanol plants and eleven months of our
Fleischmann's Vinegar operations. The year ended December 31, 2019, includes
eight months of operations of GPCC which are included in discontinued operations
with the remaining four months of the GPCC joint venture being accounted for
using the equity method of accounting. Additionally, operations of GPCC have
been reclassified as discontinued operations and assets and liabilities of GPCC
have been reclassified as assets and liabilities of discontinued operations in
all prior periods presented.
Segment Results
We report the financial and operating performance for the following four
operating segments: (1) ethanol production, which includes the production of
ethanol, distillers grains and corn oil, (2) agribusiness and energy services,
which includes grain handling and storage, commodity marketing and merchant
trading for company-produced and third-party ethanol, distillers grains, corn
oil, natural gas and other commodities, (3) food and ingredients, which includes
food-grade corn oil operations and included vinegar production until the sale of
Fleischmann's Vinegar during the fourth quarter of 2018 and (4) partnership,
which includes fuel storage and transportation services.
During the normal course of business, our operating segments do business with
each other. For example, our agribusiness and energy services segment procures
grain and natural gas and sells products, including ethanol, distillers grains
and corn oil of our ethanol production segment. Our partnership segment provides
fuel storage and transportation services for our agribusiness and energy
services segment. These intersegment activities are treated like third-party
transactions with origination, marketing and storage fees charged at estimated
market values. Consequently, these transactions affect segment performance;
however, they do not impact our consolidated results since the revenues and
corresponding costs are eliminated.
Corporate activities include selling, general and administrative expenses,
consisting primarily of compensation, professional fees and overhead costs not
directly related to a specific operating segment and the gain on sale of assets,
net recorded during the fourth quarter of 2018. When we evaluate segment
performance, we review the following segment information as well as earnings
before interest, income taxes, depreciation and amortization, or EBITDA, and
adjusted EBITDA.
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The selected operating segment financial information are as follows (in
thousands):
Year Ended December 31,
2019 (1) 2018 (1) 2017 (1)
Revenues:
Ethanol production:
Revenues from external customers $ 1,700,615 $ 2,120,475 $ 2,507,589
Intersegment revenues
100 186 84
Total segment revenues 1,700,715 2,120,661 2,507,673
Agribusiness and energy services:
Revenues from external customers 708,316 735,855 632,702
Intersegment revenues 27,184 33,101 36,059
Total segment revenues 735,500 768,956 668,761
Food and ingredients:
Revenues from external customers 1,451 121,121 142,907
Intersegment revenues - - -
Total segment revenues 1,451 121,121 142,907
Partnership:
Revenues from external customers 6,856 6,481 6,277
Intersegment revenues 75,531 94,267 100,716
Total segment revenues 82,387 100,748 106,993
Revenues including intersegment activity 2,520,053 3,111,486 3,426,334
Intersegment eliminations
(102,815) (127,554) (136,859)
Revenues as reported $ 2,417,238 $ 2,983,932 $ 3,289,475
(1)Revenues include certain items which were previously considered intercompany
transactions prior to the disposition of GPCC and therefore eliminated upon
consolidation. These revenue transactions are now presented on a gross basis in
product revenues. These revenue transactions total $14.5 million, $24.6 million
and $22.2 million for years ended December 31, 2019, 2018 and 2017,
respectively.
Year Ended December 31,
2019 (1) 2018 (1) 2017 (1)
Cost of goods sold:
Ethanol production $ 1,791,099 $ 2,118,787 $ 2,434,001
Agribusiness and energy services 696,226 717,772 614,582
Food and ingredients 1,526 94,679 109,343
Partnership - - -
Intersegment eliminations (103,904) (124,270) (136,744)
$ 2,384,947 $ 2,806,968 $ 3,021,182
(1)Cost of goods sold include certain items which were previously considered
intercompany transactions prior to the disposition of GPCC and therefore
eliminated upon consolidation. These cost of goods sold transactions are now
presented on a gross basis in cost of goods sold. These cost of goods sold
transactions total $14.4 million, $24.5 million and $22.0 million for the years
ended December 31, 2019, 2018 and 2017, respectively.
Year Ended December 31,
2019 2018 2017
Operating income (loss):
Ethanol production $ (178,575) $ (111,823) $ (45,074)
Agribusiness and energy services 22,777 29,076 30,443
Food and ingredients (76) 14,354 17,963
Partnership 50,635 64,770 65,709
Intersegment eliminations 1,188 (3,110) (61)
Corporate activities (1) (38,519) 96,687 (45,232)
$ (142,570) $ 89,954 $ 23,748
(1)Corporate activates for fiscal year 2018 include a gain on the sale of assets
related to the sale of three ethanol plants and Fleischmann's Vinegar during the
fourth quarter of 2018, which resulted in a net gain of $150.4 million.
We use EBITDA and adjusted EBITDA as segment measures of profitability to
compare the financial performance of our reportable segments and manage those
segments. EBITDA is defined as earnings before interest expense, income tax
expense, depreciation and amortization excluding the amortization of
right-of-use assets. Adjusted EBITDA includes
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adjustments related to operational results of Green Plains Cattle prior to its
disposition which are recorded as discontinued operations and our proportional
share of EBITDA adjustments of our equity method investees. We believe EBITDA
and adjusted EBITDA are useful measures to compare our performance against other
companies. EBITDA and adjusted EBITDA should not be considered an alternative
to, or more meaningful than, net income, which is prepared in accordance with
GAAP. EBITDA and adjusted EBITDA calculations may vary from company to company.
Accordingly, our computation of EBITDA and adjusted EBITDA may not be comparable
with a similarly titled measure of other companies.
The following table reconciles net income (loss) from continuing operations
including noncontrolling interest to adjusted EBITDA (in thousands):
Year Ended December 31,
2019 2018 2017
Net income (loss) from continuing
operations including noncontrolling $ $ $
interest (148,829) 25,195 76,633
Interest expense 40,200 87,449 83,700
Income tax benefit (21,316) (20,147) (132,061)
Depreciation and amortization (1) 72,127 98,258 103,582
EBITDA (57,818) 190,755 131,854
EBITDA adjustments related to
discontinued operations 17,703 33,897 22,516
Proportional share of EBITDA
adjustments to equity method
investees 4,974 1,128 81
Adjusted EBITDA $ (35,141) $ 225,780 $ 154,451
(1)Excludes the amortization of operating lease right-of-use assets and
amortization of debt issuance costs.
The following table reconciles net income (loss) from continuing operations
including noncontrolling interest to adjusted EBITDA by segment (in thousands):
Year Ended December 31,
2019 2018 2017
Adjusted EBITDA:
Ethanol production $ (114,494) $ (31,623) $ 40,069
Agribusiness and energy services 25,050 31,583 33,906
Food and ingredients (76) 21,908 27,287
Partnership 54,853 69,399 71,041
Intersegment eliminations 1,188 (3,110) (61)
Corporate activities (24,339) 102,598 (40,388)
EBITDA (57,818) 190,755 131,854
EBITDA adjustments related to
discontinued operations 17,703 33,897 22,516
Proportional share of EBITDA
adjustments to equity method
investees 4,974 1,128 81
Adjusted EBITDA $ (35,141) $ 225,780 $ 154,451
Total assets by segment are as follows (in thousands):
Year Ended December 31,
2019 2018
Total assets (1):
Ethanol production $ 884,293 $ 872,845
Agribusiness and energy services 410,400 399,633
Partnership
90,011 67,297
Corporate assets 324,280 334,236
Assets of discontinued operations - 552,459
Intersegment eliminations (10,766) (10,038)
$ 1,698,218 $ 2,216,432
(1)Asset balances by segment exclude intercompany payable and receivable
balances.
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Year Ended December 31, 2019 Compared with the Year Ended December 31, 2018
Consolidated Results
Consolidated revenues decreased $566.7 million in 2019, compared with 2018
primarily due to the disposition of three ethanol plants and the sale of
Fleischmann's Vinegar during the fourth quarter of 2018.
Operating income decreased $232.5 million and adjusted EBITDA decreased $260.9
million in 2019, compared with 2018 primarily due to gain on the sale of assets
related to the sale of three ethanol plants and Fleischmann's Vinegar during the
fourth quarter of 2018, which resulted in a net gain of $150.4 million as well
as lower volumes and decreased margins on ethanol production in 2019. Interest
expense decreased $47.2 million in 2019, compared with 2018 primarily due to the
repayment of the $500 million senior secured term loan during the fourth quarter
of 2018 and the deconsolidation of GPCC and elimination of the related revolver
in the third quarter of 2019. Income tax benefit was $21.3 million in 2019,
compared to $20.1 million in 2018. The change in income tax benefit is primarily
due to a loss before income taxes in 2019, partially offset by the recognition
of a valuation allowance of $25.3 million against the company's net deferred tax
assets, while in 2018 we recorded the impact of R&D credits, net of FIN 48
reserves, of $19.8 million.
The following discussion provides greater detail about our segment performance.
Ethanol Production Segment
Key operating data for our ethanol production segment is as follows:
Year Ended December 31,
2019 2018
Ethanol sold
(thousands of gallons) 856,623 1,086,633
Distillers grains sold
(thousands of equivalent dried tons) 2,234 2,815
Corn oil sold
(thousands of pounds) 212,071 276,299
Corn consumed
(thousands of bushels) 298,178 377,084
Revenues in the ethanol production segment decreased $419.9 million in 2019
compared with 2018 primarily due to the disposition of three ethanol plants
during the fourth quarter of 2018 as well as lower production volumes of
ethanol, distillers grains and corn oil due to the depressed margin environment
and lower average realized prices for ethanol and distillers grains in 2019.
Cost of goods sold in the ethanol production segment decreased $327.7 million
for 2019 compared with 2018 due to the disposition of three ethanol plants
during the fourth quarter of 2018 as well as lower production volumes. As a
result of the factors identified above, operating income decreased $66.8 million
and EBITDA decreased $82.9 million during 2019. Depreciation and amortization
expense for the ethanol production segment was $63.1 million for 2019, compared
with $80.2 million during 2018 due to the sale of three ethanol plants during
the fourth quarter of 2018.
Agribusiness and Energy Services Segment
Revenues in the agribusiness and energy services segment decreased $33.5 million
while operating income decreased $6.3 million and EBITDA decreased $6.5 million
in 2019 compared with 2018. The decrease in revenues was primarily due to a
decrease in ethanol, distillers grain and corn oil production and trading
activity, as well as lower average realized prices for ethanol. Operating income
and EBITDA decreased primarily as a result of decreased margins.
Food and Ingredients Segment
Revenues in our food and ingredients segment decreased $119.7 million while
operating income decreased by $14.4 million and EBITDA decreased $22.0 million
during 2019, compared with 2018. The decrease in revenues, operating income and
EBITDA was primarily due to the sale of Fleischmann's Vinegar outlined above.
?
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Partnership Segment
Revenues generated from the partnership segment decreased $18.4 million in 2019
compared with 2018. Storage and throughput revenues decreased $12.1 million
primarily due to a decrease in throughput volumes as a result the disposition of
three ethanol plants in the fourth quarter of 2018. Revenues generated from rail
transportation services decreased $4.8 million primarily due to the reduction in
volumetric capacity provided as a result of the assignment of railcar operating
leases as part of the disposition discussed above. Terminal services revenue
decreased $0.8 million as a result of reduced throughput volume at our
terminals. Trucking and other revenues decreased $0.6 million primarily due to a
reduction in volumes transported for Green Plains Trade, partially offset by an
increase in volumes transported for third party customers.
Operating income for the partnership segment decreased $14.1 million while
EBITDA decreased $14.5 million in 2019 compared to 2018 due to the changes in
revenues discussed above, partially offset by a decrease in operations and
maintenance expenses of $5.2 million as a result of the factors identified
above.
Intersegment Eliminations
Intersegment eliminations of revenues decreased by $24.7 million for 2019
compared with 2018 due to a decrease in storage and throughput fees paid to the
partnership segment as well as decreased intersegment marketing fees within the
agribusiness and energy services segment as a result of lower production
volumes.
Corporate Activities
Operating income decreased by $135.2 million for 2019 compared with 2018,
primarily due to the gain on sale of assets recorded during the fourth quarter
of 2018.
Income Taxes
We recorded income tax benefit of $21.3 million for 2019 compared to $20.1
million in 2018. The change in income tax benefit is primarily due to a loss
before income taxes in 2019, partially offset by the recognition of a $25.3
million valuation allowance against the company's net deferred tax assets, while
in 2018 we recorded the impact of R&D credits, net of FIN 48 reserves, of $19.8
million. We increased the valuation allowance for our net deferred tax assets
due to uncertainty that we will realize these assets in the future. The
valuation allowance on deferred tax assets was recognized as a result of
negative evidence, including cumulative losses in recent years, outweighing the
more subjective positive evidence.
Net Income from Discontinued Operations
As previously discussed, we sold an aggregate 50% membership interest in GPCC to
TGAM and StepStone during the third quarter of 2019. After closing, GPCC is no
longer consolidated in our consolidated financial statements and the GPCC
investment is accounted for using the equity method of accounting. GPCC results
for all reported periods prior to its disposition are classified as discontinued
operations. Net income from discontinued operations decreased by $10.7 million
in 2019 primarily due to severe winter weather and abnormally negative basis
during the first quarter of 2019.
Year Ended December 31, 2018 Compared with the Year Ended December 31, 2017
Consolidated Results
Consolidated revenues decreased $305.5 million in 2018, compared with 2017,
primarily as a result of decrease in volumes for ethanol and distillers grains,
lower average realized prices for ethanol and corn oil and lower revenues as a
result of the disposition of three ethanol plants and Fleischmann's Vinegar in
November of 2018, partially offset by higher average realized prices for
distillers grains and additional natural gas volumes sold.
Operating income increased $66.2 million and adjusted EBITDA increased $71.3
million in 2018, compared with 2017 primarily due to gain on the sale of assets
related to the sale of three ethanol plants and Fleischmann's Vinegar during the
fourth quarter, which resulted in a net gain of $150.4 million. This increase
was partially offset by decreased margins in our ethanol production segment.
Interest expense increased $3.7 million in 2018, compared with 2017 primarily
due to the $13.2 million write-off of deferred debt issuance costs related to
repayment of the $500 million senior secured term loan due 2023, as well as
higher average debt borrowings and higher borrowing costs during the year,
partially offset by lower expense associated with termination of previous credit
facilities during the fourth quarter of 2018. Income tax benefit was
$20.1 million in 2018, compared to $132.1 million in 2017. The benefit reflected
in 2018 is primarily due to the company's recognition of tax benefits related to
the completion of the 2017 study for R&D credits and an estimate for 2018, as
well as
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the effect of a lower tax rate on pre-tax income. The benefit reflected in 2017
is due to the company's recognition of tax benefits related to enactment of the
Tax Cuts and Jobs Act and for the completion of a multi-year study for R&D
Credits in 2017, as well as pre-tax losses at a higher tax rate.
The following discussion provides greater detail about our segment performance.
Ethanol Production Segment
Key operating data for our ethanol production segment is as follows:
Year Ended December 31,
2018 2017
Ethanol sold
(thousands of gallons) 1,086,633 1,256,361
Distillers grains sold
(thousands of equivalent dried tons) 2,815 3,314
Corn oil sold
(thousands of pounds) 276,299 301,920
Corn consumed
(thousands of bushels) 377,084 437,373
Revenues in the ethanol production segment decreased $387.0 million in 2018
compared with 2017 primarily due to lower volumes of ethanol and distillers
grains sold in addition to lower average ethanol and corn oil prices realized,
partially offset by higher average distillers grains prices realized.
Cost of goods sold in the ethanol production segment decreased $315.2 million
for 2018 compared with 2017 due to lower production volumes. As a result of the
factors identified above, operating income decreased $66.7 million and EBITDA
decreased $71.7 million during 2018. Depreciation and amortization expense for
the ethanol production segment was $80.2 million for 2018, compared with $82.0
million during 2017 due to the sale of the three ethanol plants.
Agribusiness and Energy Services Segment
Revenues in the agribusiness and energy services segment increased $100.2
million while operating income decreased $1.4 million and EBITDA decreased $2.3
million in 2018 compared with 2017. The increase in revenues was primarily due
to an increase in natural gas and ethanol trading activity, partially offset by
lower average realized prices for corn oil. Operating income and EBITDA
decreased primarily as a result of decreased margins.
Food and Ingredients Segment
Revenues in our food and ingredients segment decreased $21.8 million in 2018
compared with 2017. The decrease in revenues was primarily due to lower vinegar
revenue due to the sale of Fleischmann's Vinegar during the fourth quarter of
2018.
Operating income decreased by $3.6 million and EBITDA decreased $5.4 million
during 2018, compared with 2017 primarily due to a decrease in margins on corn
oil and the sale of Fleischmann's Vinegar during the fourth quarter of 2018.
Partnership Segment
Revenues generated from the partnership segment decreased $6.2 million in 2018
compared with 2017. Revenues generated from rail transportation services
decreased $3.9 million due to lower average rates charged for the railcar
volumetric capacity provided, as well as the reduction in volumetric capacity
associated with the assignment of railcar operating leases to Valero in the
fourth quarter of 2018. Storage and throughput revenue decreased $3.2 million
primarily due to a decrease in throughput volumes which was driven by lower
capacity utilization, as well as the sale of the Bluffton, Indiana, Lakota,
Iowa, and Riga Michigan ethanol plants. Revenues generated from terminal
services decreased $0.8 million due to reduced throughput at our fuel terminals.
These decreases were partially offset by an increase in trucking and other
revenue of $1.6 million due to expansion of our truck fleet.
General and administrative expenses increased $1.0 million in 2018 compared with
2017 primarily due to higher transaction costs and professional fees, as well as
an increase in expenses allocated to the partnership under the secondment
agreement.
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Operating income for the partnership segment decreased $0.9 million while EBITDA
decreased $1.6 million in 2018 compared to 2017 due to the changes in revenues
discussed above, partially offset by a decrease in operations and maintenance
expenses of $2.6 million as a result of the factors identified above.
Intersegment Eliminations
Intersegment eliminations of revenues decreased by $9.3 million for 2018
compared with 2017, primarily due a decrease in storage and throughput fees paid
to the partnership as a result of the sale of three ethanol plants in November
2018.
Corporate Activities
Operating income was impacted by a decrease in operating expenses for corporate
activities of $141.9 million for 2018 compared with 2017, primarily due to the
gain on sale of assets recorded during the fourth quarter of 2018.
Income Taxes
We recorded income tax benefit of $20.1 million for 2018 compared to $132.1
million in 2017. The benefit reflected in 2018 is primarily due to the company's
recognition of tax benefits related to the completion of the 2017 study for R&D
credits and an estimate for 2018, as well as the effect of a lower tax rate on
pre-tax income. The benefit reflected in 2017 is primarily due to the company's
recognition of tax benefits related to enactment of the Tax Cuts and Jobs Act
and for the completion of a multi-year study for R&D Credits in 2017, as well as
pre-tax losses at a higher tax rate.
Net Income from Discontinued Operations
As previously discussed, we sold an aggregate 50% membership interest in GPCC to
TGAM and StepStone during the third quarter of 2019. After closing, GPCC is no
longer consolidated in the company's consolidated financial statements and the
GPCC investment is accounted for using the equity method of accounting. GPCC
results for all prior periods are classified as discontinued operations. Net
income from discontinued operations increased by $6.5 million in 2018 primarily
due to an increase in volumes sold as a result of the acquisitions of cattle
feeding operations during the first and second quarters of 2017 and in the third
quarter of 2018. In addition, during 2018, the company recognized a gain within
other income of $4.5 million related to business interruption and property
insurance proceeds received in excess of the book value of certain fixed assets
that were damaged at the Hereford cattle feed yard.
Liquidity and Capital Resources
Our principal sources of liquidity include cash generated from operating
activities and bank credit facilities. We fund our operating expenses and
service debt primarily with operating cash flows. Capital resources for
maintenance and growth expenditures are funded by a variety of sources,
including cash generated from operating activities, borrowings under bank credit
facilities, or issuance of senior notes or equity. Our ability to access capital
markets for debt under reasonable terms depends on our financial condition,
credit ratings and market conditions. We believe that our ability to obtain
financing at reasonable rates and history of consistent cash flow from operating
activities provide a solid foundation to meet our future liquidity and capital
resource requirements.
On December 31, 2019, we had $246.0 million in cash and equivalents, excluding
restricted cash, consisting of $177.1 million available to our parent company
and the remainder at our subsidiaries. Additionally, we had $23.9 million in
restricted cash at December 31, 2019. We also had $289.7 million available under
our committed revolving credit agreements, some of which were subject to
restrictions or other lending conditions. Funds held by our subsidiaries are
generally required for their ongoing operational needs and restricted from
distribution. At December 31, 2019, our subsidiaries had approximately $67.4
million of net assets that were not available to use in the form of dividends,
loans or advances due to restrictions contained in their credit facilities.
Net cash used in operating activities of continuing operations was $27.0 million
in 2019 compared with net cash provided by operating activities of continuing
operations of $29.5 million in 2018. Operating activities compared to the prior
year were primarily affected by the decrease in operating income as well as
changes to working capital. Net cash provided by investing activities of
continuing operations was $34.8 million in 2019, compared to net cash provided
by investing activities of continuing operations of $635.5 million in 2018 due
primarily to the proceeds from the sale of the three ethanol plants and
Fleischmann's Vinegar during 2018. Net cash used in financing activities of
continued operations was $18.9 million in 2019, compared to $643.6 million in
2018 primarily due to the repayment of the term loan during 2018.
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Additionally, Green Plains Trade and Green Plains Grain use revolving credit
facilities to finance working capital requirements. We frequently draw from and
repay these facilities which results in significant cash movements reflected on
a gross basis within financing activities as proceeds from and payments on
short-term borrowings.
We incurred capital expenditures of $76.5 million in 2019 primarily related to
our high-protein and Project 24 initiatives. The current projected estimate for
capital spending for 2020 is approximately $80 million to $120 million, which is
subject to review prior to the initiation of any project. The budget includes
additional expenditures for our high-protein and Project 24 initiatives, as well
as expenditures for various other maintenance projects, and is expected to be
financed with available borrowings under our credit facilities and cash provided
by operating activities, as well as additional borrowings as needed.
Our business is highly sensitive to the price of commodities, particularly for
corn, ethanol, distillers grains, corn oil and natural gas. We use derivative
financial instruments to reduce the market risk associated with fluctuations in
commodity prices. Sudden changes in commodity prices may require cash deposits
with brokers for margin calls or significant liquidity with little advanced
notice to meet margin calls, depending on our open derivative positions. On
December 31, 2019, we had $12.2 million in margin deposits for broker margin
requirements included in the balance of restricted cash. We continuously monitor
our exposure to margin calls and believe we will continue to maintain adequate
liquidity to cover margin calls from our operating results and borrowings.
On June 18, 2019, we announced that our board of directors decided to suspend
future quarterly cash dividends following the June 14, 2019 dividend payment, in
order to retain and redirect cash flow to the our Project 24 operating expense
equalization plan, the deployment of high-protein technology and our stock
repurchase program.
On October 30, 2019, our board of directors authorized an additional $100.0
million share repurchase taking the previously authorized amount from $100.0
million to $200.0 million. Under the program, we may repurchase shares in open
market transactions, privately negotiated transactions, accelerated share
buyback programs, tender offers or by other means. The timing and amount of
repurchase transactions are determined by our management based on market
conditions, share price, legal requirements and other factors. The program may
be suspended, modified or discontinued at any time without prior notice. During
2019, we purchased a total of 5,396,608 shares of common stock for approximately
$61.6 million. As of December 31, 2019, we have repurchased 6,515,957 of common
stock for approximately $81.4 million under the program.
The requirements under the partnership agreement for the conversion of all of
the outstanding subordinated units into common units were satisfied upon the
payment of the distribution with respect to the quarter ended June 30, 2018.
Accordingly, the subordination period ended on August 13, 2018, the first
business day after the date of the distribution payment, and all of the
15,889,642 outstanding subordinated units were converted into common units on a
one-for-one basis. The conversion of the subordinated units does not impact the
amount of cash distributions paid or the total number of outstanding units.
On December 27, 2019, we filed a shelf registration statement on Form S-3 with
the SEC, declared effective January 7, 2020, registering an indeterminate number
of shares of common stock, warrants and debt securities up to $250,000,000.
We believe we have sufficient working capital for our existing operations.
Furthermore, our liquidity position has improved as a result of the partial sale
of GPCC during the third quarter of 2019 and the sale of our 50% joint venture
interest in JGP Energy Partners LLC during the fourth quarter of 2019, in
addition to the sale of three of our ethanol plants and Fleischmann's Vinegar
during the fourth quarter of 2018. The majority of net cash proceeds from the
sales of three of our ethanol plants and Fleischmann's Vinegar, net of fees and
taxes, were used to pay off the outstanding term loan balance. Net cash proceeds
from the partial sale of GPCC and the sale of our interest in JGP Energy
Partners LLC were used towards our continued investment into our high-protein
initiative, to repurchase the company's common stock as part of our share
repurchase program and general corporate purposes. A continued sustained period
of unprofitable operations, however, may strain our liquidity. We may sell
additional assets or equity or borrow capital to improve or preserve our
liquidity, expand our business or acquire businesses. We cannot provide
assurance that we will be able to secure funding necessary for additional
working capital or these projects at reasonable terms, if at all.
Debt
We were in compliance with our debt covenants at December 31, 2019. Based on our
forecasts, we believe we will maintain compliance at each of our subsidiaries
for the next twelve months or have sufficient liquidity available on a
consolidated basis to resolve noncompliance. We cannot provide assurance that
actual results will approximate our forecasts or that we will inject the
necessary capital into a subsidiary to maintain compliance with its respective
covenants. In the event a subsidiary is unable to comply with its debt
covenants, the subsidiary's lenders may determine that an event of default has
occurred, and following notice, the lenders may terminate the commitment and
declare the unpaid balance due and payable.
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As outlined in Note 12 - Debt, we use LIBOR as a reference rate for certain
revolving credit facilities. LIBOR is currently set to be phased out at the end
of 2021. At this time, it is not possible to predict the effect of this change
or the alternative reference rate to be used. We will need to renegotiate
certain credit facilities to determine the interest rate to replace LIBOR with
the new standard that is established. As such, the potential effect of any such
event on interest expense cannot yet be determined.
Corporate Activities
On June 21, 2019, we issued $105.0 million of 4.00% convertible senior notes due
in 2024, or the 4.00% notes. We used approximately $57.8 million of the net
proceeds to repurchase the $56.8 million outstanding principal amount of its
3.25% convertible senior notes due October 1, 2019 in cash, including accrued
and unpaid interest, in privately negotiated transactions concurrently with the
offering of 4.00% notes. On July 19, 2019, we closed on the issuance of an
additional $10.0 million aggregate principal amount of the 4.00% notes (the
"Option Notes") to the initial purchasers. The Option Notes provided us with net
proceeds, after deducting commissions and our offering expenses, of
approximately $9.5 million. The Option Notes have the same terms as the 4.00%
notes issued on June 21, 2019, and were issued under the same Indenture dated as
of June 21, 2019. After the issuance of the Option Notes, total aggregate
principal of the 4.00% notes outstanding is $115.0 million.
The 4.00% notes are senior, unsecured obligations, with interest payable on
January 1 and July 1 of each year, beginning January 1, 2020, at a rate of 4.00%
per annum. The initial conversion rate will be 64.1540 shares of our common
stock per $1,000 principal amount of the 4.00% notes, which is equivalent to an
initial conversion price of approximately $15.59 per share of our common stock.
The conversion rate will be subject to adjustment upon the occurrence of certain
events. In addition, we may be obligated to increase the conversion rate for any
conversion that occurs in connection with certain corporate events, including
our calling the 4.00% notes for redemption. We may settle the 4.00% notes in
cash, common stock or a combination of cash and common stock. At December 31,
2019, the outstanding principal balance was $83.5 million on the 4.00% notes.
In August 2016, we issued $170.0 million of 4.125% convertible senior notes due
in 2022, or 4.125% notes, which are senior, unsecured obligations with interest
payable on March 1 and September 1 of each year. Prior to March 1, 2022, the
4.125% notes are not convertible unless certain conditions are satisfied. The
initial conversion rate is 35.7143 shares of common stock per $1,000 of
principal which is equal to a conversion price of approximately $28.00 per
share. The conversion rate is subject to adjustment upon the occurrence of
certain events, including when the quarterly cash dividend exceeds $0.12 per
share. We may settle the 4.125% notes in cash, common stock or a combination of
cash and common stock. At December 31, 2019, the outstanding principal balance
was $149.3 million on the 4.125% notes.
Ethanol Production Segment
We have small equipment financing loans, capital leases on equipment or
facilities, and other forms of debt financing.
Agribusiness and Energy Services Segment
Green Plains Trade has a $300.0 million senior secured asset-based revolving
credit facility to finance working capital up to the maximum commitment based on
eligible collateral, which matures in July of 2022. This facility can be
increased by up to $70.0 million with agent approval. Advances are subject to
variable interest rates equal to a daily LIBOR rate plus 2.25% or the base rate
plus 1.25%. The unused portion of the credit facility is also subject to a
commitment fee of 0.375% per annum. At December 31, 2019, the outstanding
principal balance was $138.2 million on the facility and the interest rate was
3.86%.
Green Plains Grain has a $100.0 million senior secured asset-based revolving
credit facility to finance working capital up to the maximum commitment based on
eligible collateral, which matures in June of 2022. This facility can be
increased by an additional $75.0 million with agent approval and up to
$50.0 million for seasonal borrowings. Total commitments outstanding under the
facility cannot exceed $225.0 million. On June 28, 2019, the company amended the
credit facility to extend the existing maturity date from July 26, 2019 to June
28, 2022 and lower the maximum commitment from $125.0 million to $100.0 million.
Depending on utilization, the total unused portion of the $100.0 million
revolving credit facility is also subject to a commitment fee ranging from
0.375% to 0.50% per annum. At December 31, 2019, the outstanding principal
balance was $40.0 million and the interest rate was 6.75%. The average interest
rate for fiscal 2019 was 5.62%.
Green Plains Grain has short-term inventory financing agreements with a
financial institution with a maximum commitment of up to $50.0 million, which
matures June 2022. Green Plains Grain has accounted for the agreements as short-
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term notes, rather than sales, and has elected the fair value option to offset
fluctuations in market prices of the inventory. Green Plains Grain had no
short-term notes payable related to these inventory financing agreements as of
December 31, 2019.
Green Plains Commodity Management has an uncommitted revolving credit facility,
which was amended in October 2019, to increase the maximum commitment from $20.0
million to $30.0 million. The revolving credit facility, which matures April 30,
2023, is used to finance margins related to its hedging programs. Advances are
subject to variable interest rates equal to LIBOR plus 1.75%. At December 31,
2019, the outstanding principal balance was $9.6 million and the interest rate
was 3.38%.
Food and Ingredients Segment
Upon the disposition of Green Plains Cattle, the food and ingredient segment no
longer has any forms of debt financing. Refer to Note 5 - Acquisitions,
Dispositions and Discontinued Operations for further discussion on the
disposition and discontinued operations classification.
Partnership Segment
Green Plains Partners, through a wholly owned subsidiary, has a $200.0 million
revolving credit facility to fund working capital, acquisitions, distributions,
capital expenditures and other general partnership purposes. The credit facility
matures on July 1, 2020, and as a result, was reclassified to current maturities
of long-term debt. We intend to renew and extend the revolving credit facility
with similar terms prior to its maturity. The credit facility can be increased
by an additional $20.0 million without the consent of the lenders. At December
2019, the outstanding principal balance of the facility was $132.1 million and
the interest rate was 4.79%.
While the partnership has not yet renegotiated the credit facility or secured
additional funding necessary to repay the loan, the partnership believes it is
probable that it will source appropriate funding given the partnership's
consistent and stable fee-based cash flows, ongoing profitability, low debt
leverage and history of obtaining financing on reasonable commercial terms. In
the unlikely scenario that the partnership is unable to refinance its debt with
the lenders prior to its maturity, the partnership will consider other financing
sources, including but not limited to, the restructuring or issuance of new debt
with a different lending group, the issuance of additional partnership units or
support from Green Plains Inc.
Refer to Note 12 - Debt included as part of the notes to consolidated financial
statements for more information about our debt.
Contractual Obligations
Contractual obligations as of December 31, 2019 were as follows (in thousands):
Payments Due By Period
Less More
than 1 than 5
Contractual Obligations Total year 1-3 years 3-5 years years
Long-term and short-term
debt obligations (1) $ 621,424 $ 320,367 $ 170,699 $ 115,668 $ 14,690
Interest and fees on debt
obligations (2) 62,646 23,933 23,044 8,987 6,682
Operating lease obligations
(3) 66,627 18,867 20,001 9,787 17,972
Other 20,683 4,154 6,231 2,431 7,867
Purchase obligations
Forward grain purchase
contracts (4) 126,950 123,994 2,039 917 -
Other commodity purchase
contracts (5) 138,989 113,854 24,591 544 -
Other 41 41 - - -
Total contractual
obligations $ 1,037,360 $ 605,210 $ 246,605 $ 138,334 $ 47,211
(1)Includes the current portion of long-term debt and future finance lease
obligations and excludes the effect of any debt discounts and issuance costs.
(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, land and office space.
(4)Purchase contracts represent index-priced and fixed-price contracts. Index
purchase contracts are valued at current year-end prices.
(5)Includes fixed-price ethanol, dried distillers grains and natural gas
purchase contracts.
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