UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~______________________~~

_______________________

FORM 10-Q

(Mark One)

☒

Quarterly Report Pursuant to Section 13 or 15(d) of the
‎Securities Exchange Act of 1934

For the Quarterly Period Ended March 31, ~~2022~~2023

☐

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ______ to ______

Commission File Number 001-32924

~~Green Plains Inc.~~

GREEN PLAINS 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.)

1811 Aksarben Drive, Omaha, NE 68106			(402) 884-8700
(Address of principal executive offices, including zip code)			(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.001 per share

GPRE

The Nasdaq Stock Market LLC

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 o☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

x☒ Yes o☐ No

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

Large accelerated filerx

☒

Accelerated filero

☐

Non-accelerated filero

☐

Smaller reporting companyo

☐

Emerging growth companyo

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o☐ Yes x☒ No

The registrant had ~~53,821,745~~59,512,800 common stock outstanding as of April 28, ~~2022.~~

2023.

Table of Contents

Commonly Used Defined Terms

Green Plains Inc. and Subsidiaries:


Green Plains Inc.; Green Plains; the company			Green Plains Inc. and its subsidiaries
FQT			Fluid Quip Technologies, LLC
Green Plains Commodity Management			Green Plains Commodity Management LLC
Green Plains Finance Company			Green Plains Finance Company LLC
Green Plains Grain			Green Plains Grain Company LLC
Green Plains Mount Vernon; Mount Vernon			Green Plains Mount Vernon LLC
Green Plains Obion; Obion			Green Plains Obion LLC
Green Plains Partners; the partnership			Green Plains Partners LP
Green Plains Shenandoah; Shenandoah			Green Plains Shenandoah LLC
Green Plains Trade			Green Plains Trade Group LLC
Green Plains Wood River; Wood River			Green Plains Wood River LLC

Accounting Defined Terms:


ASC			Accounting Standards Codification
EBITDA			Earnings before interest, income taxes, depreciation and amortization
EPS			Earnings per share
Exchange Act			Securities Exchange Act of 1934, as amended
GAAP			U.S. Generally Accepted Accounting Principles
LIBOR			London Interbank Offered Rate
SEC			Securities and Exchange Commission
SOFR			Secured Overnight Financing Rate

Industry and Other Defined Terms:


ATJ		Alcohol-to-Jet
BlackRock		Funds and accounts managed by BlackRock
the CARES Act		Coronavirus Aid, Relief, and Economic Security Act
~~COVID-19~~		~~Coronavirus Disease 2019~~
CST TM	Clean Sugar Technology^TM
DOE		Department of Energy
E10		Gasoline blended with up to 10% ethanol by volume
E15		Gasoline blended with up to 15% ethanol by volume
EIA		U.S. Energy Information Administration
EPA		U.S. Environmental Protection Agency
EV		Electric Vehicle
FFV		Flexible-fuel vehicle
GHG		Greenhouse gas
LCFS		Low Carbon Fuel Standard
MmBtu		Million British Thermal Units
Mmg		Million gallons
MSC^TM		Maximized Stillage Coproducts produced using process technology developed by Fluid Quip Technologies, LLC
MTBE		Methyl tertiary-butyl ether
RFS		Renewable Fuels Standard
RIN		Renewable identification number
RVO		Renewable volume obligation
SAF		Sustainable Aviation Fuel
SRE		Small refinery exemption
U.S.		United States
USDA		U.S. Department of Agriculture

‎

Table of Contents

PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements.

GREEN PLAINS INC. ~~AND SUBSIDIARIES~~

CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)


	March 31, ‎2022		December 31, ‎2021			March 31, 2023		December 31, 2022
	(unaudited)					(unaudited)
ASSETS	ASSETS				ASSETS
Current assets					Current assets
Cash and cash equivalents	$	509,195	$	426,220	Cash and cash equivalents	$	354,204	$	444,661
Restricted cash		95,070		134,739	Restricted cash	54,139		55,615
Marketable securities		24,942		124,859
Accounts receivable, net of allowances of $282 and $682, respectively		142,041		119,961
Accounts receivable, net of allowances of $336 and $429, respectively					Accounts receivable, net of allowances of $336 and $429, respectively	106,546		108,610
Income taxes receivable		646		911	Income taxes receivable	771		1,286
Inventories		313,950		267,838	Inventories	279,707		278,950
Prepaid expenses and other		20,675		16,483	Prepaid expenses and other	23,052		19,837
Derivative financial instruments		56,087		26,738	Derivative financial instruments	12,135		19,791
Total current assets		1,162,606		1,117,749	Total current assets	830,554		928,750
Property and equipment, net of accumulated depreciation ‎and amortization of $584,957 and $567,027, respectively		940,912		893,517
Property and equipment, net of accumulated depreciation and amortization of $652,143 and $632,298, respectively					Property and equipment, net of accumulated depreciation and amortization of $652,143 and $632,298, respectively	1,028,491		1,029,327
Operating lease right-of-use assets		64,376		64,042	Operating lease right-of-use assets	84,362		73,244
Other assets		84,607		84,447	Other assets	91,425		91,810
Total assets	$	2,252,501	$	2,159,755	Total assets	$	2,034,832	$	2,123,131

LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY				LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities					Current liabilities
Accounts payable	$	106,308	$	146,063	Accounts payable	$	128,557	$	234,301
Accrued and other liabilities		46,979		56,980	Accrued and other liabilities	47,258		44,443
Derivative financial instruments		64,620		43,244	Derivative financial instruments	65,149		47,941
Operating lease current liabilities		16,859		16,814	Operating lease current liabilities	23,373		20,721
Short-term notes payable and other borrowings		310,190		173,418	Short-term notes payable and other borrowings	212,670		137,678
Current maturities of long-term debt		35,701		35,285	Current maturities of long-term debt	1,832		1,838
Total current liabilities		580,657		471,804	Total current liabilities	478,839		486,922
Long-term debt		557,937		514,006	Long-term debt	495,114		495,243
Operating lease long-term liabilities		50,233		49,795	Operating lease long-term liabilities	64,406		55,515
Other liabilities		21,067		22,131	Other liabilities	23,436		24,385
Total liabilities		1,209,894		1,057,736	Total liabilities	1,061,795		1,062,065

Commitments and contingencies (Note 13)
Commitments and contingencies (Note 12)					Commitments and contingencies (Note 12)

Stockholders' equity					Stockholders' equity
Common stock, $0.001 par value; 75,000,000 shares authorized; ‎62,066,201 and 61,840,434 shares issued, and 53,821,745 ‎and 53,595,978 shares outstanding, respectively		62		62
Common stock, $0.001 par value; 150,000,000 shares authorized; 62,317,859 and 62,100,555 shares issued, and 59,512,800 and 59,295,496 shares outstanding, respectively					Common stock, $0.001 par value; 150,000,000 shares authorized; 62,317,859 and 62,100,555 shares issued, and 59,512,800 and 59,295,496 shares outstanding, respectively	62		62
Additional paid-in capital		1,067,651		1,069,573	Additional paid-in capital	1,104,519		1,110,151
Retained deficit		(76,673)		(15,199)	Retained deficit	(212,741)		(142,417)
Accumulated other comprehensive loss		(8,889)		(12,310)	Accumulated other comprehensive loss	(37,678)		(26,591)
Treasury stock, 8,244,456 shares		(91,626)		(91,626)
Treasury stock, 2,805,059 shares					Treasury stock, 2,805,059 shares	(31,174)		(31,174)
Total Green Plains stockholders' equity		890,525		950,500	Total Green Plains stockholders' equity	822,988		910,031
Noncontrolling interests		152,082		151,519	Noncontrolling interests	150,049		151,035
Total stockholders' equity		1,042,607		1,102,019	Total stockholders' equity	973,037		1,061,066
Total liabilities and stockholders' equity	$	2,252,501	$	2,159,755	Total liabilities and stockholders' equity	$	2,034,832	$	2,123,131

See accompanying notes to the consolidated financial statements.
‎

Table of Contents

GREEN PLAINS INC. ~~AND SUBSIDIARIES~~

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited and in thousands, except per share amounts)


						Three Months Ended March 31,
	Three Months Ended ‎March 31,					2023		2022
	2022		2021
Revenues					Revenues	$	832,949	$	781,435
Product revenues	$	776,690	$	551,980
Service revenues		4,745		1,660
Total revenues		781,435		553,640

Costs and expenses					Costs and expenses
Cost of goods sold (excluding depreciation and amortization expenses reflected below)		772,509		509,233	Cost of goods sold (excluding depreciation and amortization expenses reflected below)	825,005		772,509
Operations and maintenance expenses		5,566		5,754	Operations and maintenance expenses	7,253		5,566
Selling, general and administrative expenses		30,863		23,518	Selling, general and administrative expenses	31,845		30,863
Gain on sale of assets, net		-		(36,893)
Depreciation and amortization expenses		20,399		20,681	Depreciation and amortization expenses	25,386		20,399
Total costs and expenses		829,337		522,293	Total costs and expenses	889,489		829,337
Operating income (loss)		(47,902)		31,347
Operating loss					Operating loss	(56,540)		(47,902)

Other income (expense)					Other income (expense)
Interest income		71		30	Interest income	3,165		71
Interest expense		(8,806)		(31,679)	Interest expense	(9,738)		(8,806)
Other, net		411		10	Other, net	189		411
Total other expense		(8,324)		(31,639)	Total other expense	(6,384)		(8,324)
Loss before income taxes and income (loss) from equity method investees		(56,226)		(292)	Loss before income taxes and income (loss) from equity method investees	(62,924)		(56,226)
Income tax benefit (expense)		1,153		(1,862)	Income tax benefit (expense)	(3,429)		1,153
Income (loss) from equity method investees		(799)		175	Income (loss) from equity method investees	104		(799)
Net loss		(55,872)		(1,979)	Net loss	(66,249)		(55,872)
Net income attributable to noncontrolling interests		5,602		4,566	Net income attributable to noncontrolling interests	4,075		5,602
Net loss attributable to Green Plains	$	(61,474)	$	(6,545)	Net loss attributable to Green Plains	$	(70,324)	$	(61,474)

Earnings per share:
Earnings per share					Earnings per share
Net loss attributable to Green Plains - basic and diluted	$	(1.16)	$	(0.17)	Net loss attributable to Green Plains - basic and diluted	$	(1.20)	$	(1.16)

Weighted average shares outstanding:
Weighted average shares outstanding					Weighted average shares outstanding
Basic and diluted		52,887		37,695	Basic and diluted	58,549		52,887

See accompanying notes to the consolidated financial statements.

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Table of Contents

GREEN PLAINS INC. ~~AND SUBSIDIARIES~~

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited and in thousands)


	Three Months Ended ‎March 31,					Three Months Ended March 31,
	2022		2021			2023		2022
Net loss	$	(55,872)	$	(1,979)	Net loss	$	(66,249)	$	(55,872)
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on derivatives arising during the period, net of tax benefit (expense) of ($1,921) and $1,527, respectively		5,386		(4,849)
Reclassification of realized losses (gains) on derivatives, net of tax expense of $701 and $434, respectively		(1,965)		(1,377)
Other comprehensive income, net of tax					Other comprehensive income, net of tax
Unrealized gains (losses) on derivatives arising during the period, net of tax benefit (expense) of $4,023 and ($1,921), respectively					Unrealized gains (losses) on derivatives arising during the period, net of tax benefit (expense) of $4,023 and ($1,921), respectively	(12,788)		5,386
Reclassification of realized losses (gains) on derivatives, net of tax expense (benefit) of ($535) and $701, respectively					Reclassification of realized losses (gains) on derivatives, net of tax expense (benefit) of ($535) and $701, respectively	1,701		(1,965)
Total other comprehensive income (loss), net of tax		3,421		(6,226)	Total other comprehensive income (loss), net of tax	(11,087)		3,421
Comprehensive loss		(52,451)		(8,205)	Comprehensive loss	(77,336)		(52,451)
Comprehensive income attributable to noncontrolling interests		5,602		4,566	Comprehensive income attributable to noncontrolling interests	4,075		5,602
Comprehensive loss attributable to Green Plains	$	(58,053)	$	(12,771)	Comprehensive loss attributable to Green Plains	$	(81,411)	$	(58,053)

See accompanying notes to the consolidated financial statements.

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Table of Contents

GREEN PLAINS INC. ~~AND SUBSIDIARIES~~

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)


	Three Months Ended ‎March 31,					Three Months Ended March 31,
	2022		2021			2023		2022
Cash flows from operating activities:
Cash flows from operating activities					Cash flows from operating activities
Net loss	$	(55,872)	$	(1,979)	Net loss	$	(66,249)	$	(55,872)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net loss to net cash used in operating activities					Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		20,399		20,681	Depreciation and amortization	25,386		20,399
Amortization of debt issuance costs and debt discount		1,846		2,672
Gain on sale of assets, net		-		(36,303)
Loss on extinguishment of debt		-		22,100
Deferred income taxes		(1,219)		1,960
Amortization of debt issuance costs and non-cash interest expense					Amortization of debt issuance costs and non-cash interest expense	717		1,846
Deferred income tax expense (benefit)					Deferred income tax expense (benefit)	3,491		(1,219)
Stock-based compensation		1,875		882	Stock-based compensation	2,828		1,875
Loss (income) from equity method investees		799		(175)	Loss (income) from equity method investees	(104)		799
Other		(442)		(82)	Other	1,625		(442)
Changes in operating assets and liabilities before effects of business combinations and dispositions:
Changes in operating assets and liabilities					Changes in operating assets and liabilities
Accounts receivable		(22,783)		(6,874)	Accounts receivable	2,064		(22,783)
Inventories		(46,112)		332	Inventories	(757)		(46,112)
Derivative financial instruments		(3,788)		18,574	Derivative financial instruments	10,287		(3,788)
Prepaid expenses and other assets		(4,192)		917	Prepaid expenses and other assets	(3,215)		(4,192)
Accounts payable and accrued liabilities		(52,661)		(62,032)	Accounts payable and accrued liabilities	(94,131)		(52,661)
Current income taxes		265		177	Current income taxes	452		265
Other		(655)		2,169	Other	638		(655)
Net cash used in operating activities		(162,540)		(36,981)	Net cash used in operating activities	(116,968)		(162,540)

Cash flows from investing activities:
Cash flows from investing activities					Cash flows from investing activities
Purchases of property and equipment, net		(61,984)		(31,524)	Purchases of property and equipment, net	(32,591)		(61,984)
Proceeds from the sale of assets		-		73,846
Proceeds from the sale of marketable securities		99,917		-	Proceeds from the sale of marketable securities	—		99,917
Net cash provided by investing activities		37,933		42,322
Investment in equity method investees, net					Investment in equity method investees, net	(2,829)		—
Net cash provided by (used in) investing activities					Net cash provided by (used in) investing activities	(35,420)		37,933

Cash flows from financing activities:
Cash flows from financing activities					Cash flows from financing activities
Proceeds from the issuance of long-term debt		45,000		355,000	Proceeds from the issuance of long-term debt	—		45,000
Payments of principal on long-term debt		(1,177)		(135,835)	Payments of principal on long-term debt	(515)		(1,177)
Proceeds from short-term borrowings		1,075,119		686,486	Proceeds from short-term borrowings	359,908		1,075,119
Payments on short-term borrowings		(939,647)		(691,166)	Payments on short-term borrowings	(285,231)		(939,647)
Payments on extinguishment of convertible debt		-		(20,861)
Payments of cash distributions		(5,122)		(1,395)
Proceeds from issuance of common stock, net		-		191,134
Payments of dividends and distributions					Payments of dividends and distributions	(5,305)		(5,122)
Payments of loan fees		(2,522)		(8,614)	Payments of loan fees	—		(2,522)
Payments related to tax withholdings for stock-based compensation		(3,738)		(3,804)	Payments related to tax withholdings for stock-based compensation	(8,402)		(3,738)
Other financing activities		-		3,330
Net cash provided by financing activities		167,913		374,275	Net cash provided by financing activities	60,455		167,913

Net change in cash, cash equivalents and restricted cash		43,306		379,616
Cash, cash equivalents and restricted cash, beginning of period		560,959		274,810
Cash, cash equivalents and restricted cash, end of period	$	604,265	$	654,426

Continued on the following page
Net change in cash and cash equivalents, and restricted cash					Net change in cash and cash equivalents, and restricted cash	(91,933)		43,306
Cash and cash equivalents, and restricted cash, beginning of period					Cash and cash equivalents, and restricted cash, beginning of period	500,276		560,959
Cash and cash equivalents, and restricted cash, end of period					Cash and cash equivalents, and restricted cash, end of period	$	408,343	$	604,265

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Continued on the following page

Table of Contents

GREEN PLAINS INC. ~~AND SUBSIDIARIES~~

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

Continued from the previous page

Continued from the previous page
Three Months Ended
‎March 31,
2022
2021
Reconciliation of total cash, cash equivalents and restricted cash:
Cash and cash equivalents
$
509,195
$
446,833
Restricted cash
95,070
207,593
Total cash, cash equivalents and restricted cash
$
604,265
$
654,426
Supplemental investing activities:
Assets disposed of in sale
$
-
$
35,317
Less: liabilities relinquished
-
(415)
Net assets disposed
$
-
$
34,902
Supplemental disclosures of cash flow:
Cash refunded for income taxes, net
$
(198)
$
(106)
Cash paid for interest of continuing operations
$
10,212
$
8,688
Capital expenditures in accounts payable
$
14,620
$
15,569
Cash premium paid for extinguishment of convertible notes
$
-
$
20,861


	Three Months Ended March 31,
	2023		2022
Reconciliation of total cash and cash equivalents, and restricted cash
Cash and cash equivalents	$	354,204	$	509,195
Restricted cash	54,139		95,070
Total cash and cash equivalents, and restricted cash	$	408,343	$	604,265

Supplemental disclosures of cash flow
Cash refunded for income taxes, net	$	(189)	$	(198)
Cash paid for interest	$	10,093	$	10,212
Capital expenditures in accounts payable	$	5,481	$	14,620

See accompanying notes to the consolidated financial statements.

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Table of Contents

GREEN PLAINS 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 “Green Plains” or the “company” in the consolidated financial statements and in these notes to the consolidated financial statements refer to Green Plains Inc., an Iowa corporation, and its subsidiaries.

Consolidated Financial Statements

The consolidated financial statements include the company’s accounts and all significant intercompany balances and transactions are eliminated. Unconsolidated entities are included in the financial statements on an equity basis. As of March 31, ~~2022,~~ 2023, the company owns a ~~48.9%~~48.8% limited partner interest and a 2.0% general partner interest in Green Plains Partners LP. Public investors own the remaining ~~49.1%~~49.2% limited partner interest in the partnership. The company determined that the limited partners in the partnership with equity at risk lack the power, through voting rights or similar rights, to direct the activities that most significantly impact the partnership’s economic performance; therefore, the partnership is considered a variable interest entity. The company, through its ownership of the general partner interest in the partnership, has the power to direct the activities that most significantly affect economic performance and is obligated to absorb losses and has the right to receive benefits that could be significant to the partnership. Therefore, the company is considered the primary beneficiary and consolidates the partnership in the company’s financial statements. The assets of the partnership cannot be used by the company for general corporate purposes. The partnership’s consolidated total assets as of March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, excluding intercompany balances, are ~~$98.7~~$120.7 million and ~~$100.3~~$108.7 million, respectively, and primarily consist of cash and cash equivalents, property and equipment, operating lease right-of-use assets and goodwill. The partnership’s consolidated total liabilities as of March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, excluding intercompany balances, are ~~$112.5~~$137.2 million and ~~$111.4~~$119.5 million, respectively, which primarily consist of long-term debt as discussed in Note 87 – Debt and operating lease liabilities. The liabilities recognized as a result of consolidating the partnership do not represent additional claims on the company’s general assets.

The company also owns a majority interest in FQT, with their results being consolidated in our consolidated financial statements.

The accompanying unaudited consolidated financial statements are prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Because they do not include all of the information and ~~notes~~footnotes required by GAAP for complete financial statements, the unaudited consolidated financial statements should be read in conjunction with the company’s annual report on Form 10-K for the year ended December 31, ~~2021,~~2022, filed with the SEC on February ~~18, 2022.~~

10, 2023.

The unaudited financial information reflects adjustments, which are, in the opinion of management, necessary for a fair presentation of results of operations, financial position and cash flows for the periods presented. The adjustments are normal and recurring in nature, unless otherwise noted. Interim period results are not necessarily indicative of the results to be expected for the entire year.

Use of Estimates in the Preparation of Consolidated Financial Statements

The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The company bases its estimates on historical experience and assumptions it believes are proper and reasonable under the circumstances and regularly evaluates the appropriateness of its estimates and assumptions. Actual results could differ from those estimates. ~~Key~~Certain accounting policies, including but not limited to those relating to ~~revenue recognition, carrying value of intangible assets, operating leases,~~ impairment of ~~long-lived assets and~~ goodwill, derivative financial instruments, and accounting for income taxes, ~~and assets acquired and liabilities assumed in acquisitions,~~ are impacted significantly by judgments, assumptions and estimates used in the preparation of the consolidated financial statements.

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Table of Contents

Description of Business

~~The~~e company operates within 3three operating segments: (1) ethanol production, which includes the production of ethanol, ~~including industrial-grade alcohol,~~ distillers grains, Ultra-High Protein, and renewable 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, renewable corn oil, natural gas and other commodities and (3) partnership, which includes fuel storage and transportation services.

Cash and Cash Equivalents

Cash and cash equivalents includes bank deposits as well as short-term, highly liquid investments with original maturities of three months or less.

Restricted Cash

The company has restricted cash, which can only be used for funding letters of credit and for payment towards a credit ~~agreement, or for capital expenditures as specified in certain credit facility agreements.~~agreement. Restricted cash also includes cash margins and securities pledged to commodity exchange clearinghouses and at times, funds in escrow related to acquisition and disposition activities. To the degree these segregated balances are cash and cash equivalents, they are considered restricted cash on the consolidated balance sheets.

Marketable Securities

Marketable securities include highly liquid, fixed maturity investments with original maturities ranging from three to twelve months and are carried at amortized cost, reflecting the ability and intent to hold the securities to maturity.

Revenue Recognition

The company recognizes revenue when obligations under the terms of a contract with a customer are satisfied. Generally this occurs with the transfer of control of products or services. Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing services. Sales, value add, and other taxes the company collects concurrent with revenue-producing activities are excluded from revenue.

Sales of ethanol, distillers grains, Ultra-High Protein, renewable corn oil, natural gas and other commodities by the company’s marketing business are recognized when obligations under the terms of a contract with a customer are satisfied. Generally, this occurs with the transfer of control of products or services. Revenues related to marketing for third parties are presented on a gross basis as the company controls the product prior to the sale to the end customer, takes title of the product and has inventory risk. Unearned revenue is recorded for goods in transit when the company has received payment but control has not yet been transferred to the customer. Revenues for receiving, storing, transferring and transporting ethanol and other fuels are recognized when the product is delivered to the customer.

The company routinely enters into physical-delivery energy commodity purchase and sale agreements. At times, the company settles these transactions by transferring its obligations to other counterparties rather than delivering the physical commodity. ~~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.

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Shipping and Handling Costs

The company accounts for shipping and handling activities related to contracts with customers as costs to fulfill its promise to transfer the associated products. Accordingly, the company records customer payments associated with shipping and handling costs as a component of revenue, and classifies such costs as a component of cost of goods sold.

Cost of Goods Sold

Cost of goods sold includes materials, direct labor, ~~materials,~~ shipping and plant overhead costs. Direct labor includes all compensation and related benefits of non-management personnel involved in ethanol production. Grain purchasing and receiving costs, excluding labor costs for grain buyers and scale operators, are also included in cost of goods sold. Materials include the cost of corn feedstock, denaturant, and process chemicals. Corn feedstock costs include gains and losses on related derivative financial instruments not designated as cash flow hedges, inbound freight charges, inspection costs and transfer costs, as well as reclassifications of gains and losses on cash flow hedges from accumulated other comprehensive income or loss. ~~Plant overhead consists primarily~~Direct labor includes all compensation and related benefits of ~~plant utilities, repairs and maintenance and outbound freight charges.~~non-management personnel involved in ethanol production. Shipping costs incurred by the company, including railcar costs, are also reflected in cost of goods sold.

Plant overhead consists primarily of plant utilities, repairs and maintenance and outbound freight charges.

The company uses exchange-traded futures and options contracts and forward purchase and sale contracts to attempt to minimize the effect of price changes on ethanol, renewable corn oil, grain and natural gas. Exchange-traded futures and options contracts are valued at quoted market prices and settled predominantly in cash. The company is exposed to loss when counterparties default on forward purchase and sale contracts. ~~Forward~~Grain inventories held for sale and forward purchase and sale contracts are valued at market prices when available or other market quotes adjusted for basis differences, primarily in transportation, between the exchange-traded market and local market where the terms of the contract is based. Changes in forward purchase contracts and exchange-traded futures and options contracts are recognized as a component of cost of goods sold.

Operations and Maintenance Expenses

In the partnership segment, transportation expenses represent the primary component of operations and maintenance expenses. Transportation expenses include railcar leases, freight and shipping of the company’s ethanol and co-products, as well as costs incurred storing ethanol at destination terminals.

Derivative Financial Instruments

The company uses various derivative financial instruments, including exchange-traded futures and exchange-traded and over-the-counter options contracts, to attempt to minimize risk and the effect of commodity price changes including but not limited to, corn, ethanol, natural gas and other agricultural and energy products. The company monitors and manages this exposure as part of its overall risk management policy to reduce the adverse effect market volatility may have on its operating results. The company may hedge these commodities as one way to mitigate risk; however, there may be situations when these hedging activities themselves result in losses.

By using derivatives to hedge exposures to changes in commodity prices, the company is exposed to credit and market risk. The company’s exposure to credit risk includes the counterparty’s failure to fulfill its performance obligations under the terms of the derivative contract. The company minimizes its credit risk by entering into transactions with high quality counterparties, limiting the amount of financial exposure it has with each counterparty and monitoring their financial condition. Market risk is the risk that the value of the financial instrument might be adversely affected by a change in commodity prices or interest rates. The company manages market risk by incorporating parameters to monitor exposure within its risk management strategy, which limits the types of derivative instruments and strategies the company can use and the degree of market risk it can take using derivative instruments.

~~The~~

Forward contracts are recorded at fair value unless the contracts qualify for, and the company ~~evaluates its physical delivery contracts to determine if they qualify for~~elects, 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.~~exceptions. Changes in fair value are recorded in operating income unless the contracts qualify for, and the company elects, cash flow hedge accounting treatment.

Certain qualifying derivatives related to ethanol production and agribusiness and energy services are designated as cash flow hedges. The company evaluates the derivative instrument to ascertain its effectiveness prior to entering into cash flow hedges. Unrealized gains and losses are reflected in accumulated other comprehensive income or loss until the gain or loss from the underlying hedged transaction is realized and the physical transaction is completed. When it becomes probable a forecasted transaction will not occur, the cash flow hedge treatment is discontinued, which affects earnings. These derivative

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financial instruments are recognized in current assets or current liabilities at fair value.

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At times, the company hedges its exposure to changes in inventory values and designates qualifying derivatives as fair value hedges. The carrying amount of the hedged inventory is adjusted in the current period for changes in fair value. Estimated fair values carried at market are based on exchange-quoted prices, adjusted as appropriate for regional location basis values which represent differences in local markets including transportation as well as quality or grade differences. Basis values are generally determined using inputs from broker quotations or other market transactions. However, a portion of the value may be derived using unobservable inputs. Ineffectiveness of the hedges is recognized in the current period to the extent the change in fair value of the inventory is not offset by the change in fair value of the derivative.

2. REVENUE

Revenue by Source

The following tables disaggregate revenue by major source (in thousands):


	Three Months Ended March 31, 2022											Three Months Ended March 31, 2023
	Ethanol Production		Agribusiness & Energy Services		Partnership		Eliminations		Total			Ethanol Production		Agribusiness & Energy Services		Partnership		Eliminations		Total
Revenues:
Revenues from contracts with customers under ASC 606:
Revenues											Revenues
Revenues from contracts with customers under ASC 606											Revenues from contracts with customers under ASC 606
Ethanol	$	-	$	-	$	-	$	-	$	-	Ethanol	$	—	$	—	$	—	$	—	$	—
Distillers grains		7,362		-		-		-		7,362	Distillers grains	25,010		52		—		—		25,062
Corn oil		-		-		-		-		-
Service revenues		3,740		-		1,005		-		4,745
Renewable corn oil											Renewable corn oil	—		—		—		—		—
Other		9,621		1,288		-		-		10,909	Other	8,467		8,450		1,119		—		18,036
Intersegment revenues		-		-		1,885		(1,885)		-	Intersegment revenues	—		—		1,783		(1,783)		—
Total revenues from contracts with customers		20,723		1,288		2,890		(1,885)		23,016	Total revenues from contracts with customers	33,477		8,502		2,902		(1,783)		43,098
Revenues from contracts accounted for as derivatives under ASC 815 ⁽¹⁾:
Revenues from contracts accounted for as derivatives under ASC 815 (1)											Revenues from contracts accounted for as derivatives under ASC 815 (1)
Ethanol		471,922		95,660		-		-		567,582	Ethanol	498,187		88,639		—		—		586,826
Distillers grains		98,512		15,126		-		-		113,638	Distillers grains	111,925		11,311		—		—		123,236
Corn oil		40,889		2,406		-		-		43,295
Grain		-		102		-		-		102
Renewable corn oil											Renewable corn oil	44,296		716		—		—		45,012
Other		5,507		28,295		-		-		33,802	Other	7,609		27,168		—		—		34,777
Intersegment revenues		-		5,835		-		(5,835)		-	Intersegment revenues	—		6,050		—		(6,050)		—
Total revenues from contracts accounted for as derivatives		616,830		147,424		-		(5,835)		758,419	Total revenues from contracts accounted for as derivatives	662,017		133,884		—		(6,050)		789,851
Leasing revenues under ASC 842 ⁽²⁾:		-		-		16,210		(16,210)		-
Leasing revenues under ASC 842 (2)											Leasing revenues under ASC 842 (2)	—		—		17,873		(17,873)		—
Total Revenues	$	637,553	$	148,712	$	19,100	$	(23,930)	$	781,435	Total Revenues	$	695,494	$	142,386	$	20,775	$	(25,706)	$	832,949

Three Months Ended March 31, 2021
Ethanol Production
Agribusiness & Energy Services
Partnership
Eliminations
Total
Revenues:
Revenues from contracts with customers under ASC 606:
Ethanol
$
-
$
-
$
-
$
-
$
-
Distillers grains
3,613
-
-
-
3,613
Corn oil
-
-
-
-
-
Service revenues
563
-
1,057
-
1,620
Other
4,062
826
-
-
4,888
Intersegment revenues
-
-
2,006
(2,006)
-
Total revenues from contracts with customers
8,238
826
3,063
(2,006)
10,121
Revenues from contracts accounted for as derivatives under ASC 815 ⁽¹⁾:
Ethanol
289,585
75,912
-
-
365,497
Distillers grains
95,694
9,239
-
-
104,933
Corn oil
14,540
4,811
-
-
19,351
Grain
-
12,170
-
-
12,170
Other
15,665
25,863
-
-
41,528
Intersegment revenues
-
5,123
-
(5,123)
-
Total revenues from contracts accounted for as derivatives
415,484
133,118
-
(5,123)
543,479
Leasing revenues under ASC 842 ⁽²⁾:
-
-
17,343
(17,303)
40
Total Revenues
$
423,722
$
133,944
$
20,406
$
(24,432)
$
553,640

‎

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Three Months Ended March 31, 2022
Ethanol Production Agribusiness & Energy
Services Partnership Eliminations Total
Revenues
Revenues from contracts with customers under ASC 606
Ethanol $ — $ — $ — $ — $ —
Distillers grains 7,362 — — — 7,362
Renewable corn oil — — — — —
Other 13,361 1,288 1,005 — 15,654
Intersegment revenues — — 1,885 (1,885) —
Total revenues from contracts with customers 20,723 1,288 2,890 (1,885) 23,016
Revenues from contracts accounted for as derivatives under ASC 815 (1)
Ethanol 471,922 95,660 — — 567,582
Distillers grains 98,512 15,126 — — 113,638
Renewable corn oil 40,889 2,406 — — 43,295
Other 5,507 28,397 — — 33,904
Intersegment revenues — 5,835 — (5,835) —
Total revenues from contracts accounted for as derivatives 616,830 147,424 — (5,835) 758,419
Leasing revenues under ASC 842 (2)
— — 16,210 (16,210) —
Total Revenues $ 637,553 $ 148,712 $ 19,100 $ (23,930) $ 781,435

(1)Revenues from contracts accounted for as derivatives represent physically settled derivative sales that are outside the scope of ASC ~~606, where the company recognizes revenue when control of the inventory is transferred within the meaning of ASC 606 as required by ASC 610-20,~~ 606.~~Gains and Losses from Derecognition of Nonfinancial Assets~~.

(2)Leasing revenues do not represent revenues recognized from contracts with customers under ASC 606, and are accounted for under ASC 842, Leases.

Major ~~Customers~~

~~For the three months ended March 31, 2022, 0 single customer’s revenue was over 10% of total revenues.~~ Customer

Revenues from Customer A represented ~~approximately 13%~~14% of total revenues for the three months ended March 31, ~~2021.~~

~~3. DISPOSITIONS~~

~~Disposition of Ord Ethanol Plant~~

On March 22, 2021, the company completed the sale of the plant located in Ord, Nebraska and certain related assets, to GreenAmerica Biofuels Ord LLC (the “Ord Transaction”) for a sale price of $64.0 million, plus working capital of $9.8 million. Correspondingly, the company entered into a separate asset purchase agreement with the Partnership to acquire the storage assets and assign the rail transportation assets to be disposed of in the Ord Transaction for $27.5 million, which was used to pay down a portion of ~~the partnership’s credit facility.~~ ~~The divested assets were reported~~2023, recorded within the ~~company’s~~ ethanol production ~~agribusiness and energy services and partnership segments. The company recorded a pretax gain on the sale~~segment. No single customer’s revenue was over 10% of ~~the Ord plant of $36.9 million within corporate activities during~~total revenues for the three months ended March 31, ~~2021.~~

4.2022.

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 the company can access at the measurement date.

Level 2 – directly or indirectly observable inputs such as quoted prices for similar assets or liabilities in active markets other than quoted prices included within Level 1, quoted prices for identical or similar assets in markets that are not active, and other inputs that are observable or can be substantially corroborated by observable market data through correlation or other means. Grain ~~purchase and~~inventories held for sale ~~contracts~~ in the agribusiness and energy services segment as well as forward commodity purchase and sale contracts are valued at nearby futures values, plus or minus nearby basis values, which represent differences in local markets, including transportation or commodity quality or grade differences.

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

Derivative contracts include exchange-traded commodity futures and options contracts and forward commodity purchase and sale contracts. Exchange-traded futures and options contracts are valued based on unadjusted quoted prices in active markets and are classified in Level 1. The majority of the company’s exchange-traded futures and options contracts are cash-settled on a daily basis.

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There have been no changes in valuation techniques and inputs used in measuring fair value. The company’s assets and liabilities by level are as follows (in thousands):


	Fair Value Measurements at March 31, 2022							Fair Value Measurements at March 31, 2023
	Quoted Prices in ‎ Active Markets for ‎Identical Assets		Significant Other ‎Observable Inputs					Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Total
	(Level 1)		(Level 2)		Total
Assets:
Assets							Assets
Cash and cash equivalents	$	509,195	$	-	$	509,195	Cash and cash equivalents	$	354,204	$	—	$	354,204
Restricted cash		95,070		-		95,070	Restricted cash	54,139		—		54,139
Inventories carried at market		-		70,460		70,460	Inventories carried at market	—		26,094		26,094
Unrealized gains on derivatives		-		54,149		54,149
Derivative financial instruments - assets							Derivative financial instruments - assets	—		12,135		12,135
Other assets		110		464		574	Other assets	110		—		110
Total assets measured at fair value	$	604,375	$	125,073	$	729,448	Total assets measured at fair value	$	408,453	$	38,229	$	446,682

Liabilities:
Liabilities							Liabilities
Accounts payable ⁽¹⁾	$	-	$	5,488	$	5,488	Accounts payable (1)	$	—	$	18,936	$	18,936
Accrued and other liabilities ⁽²⁾		-		3,339		3,339	Accrued and other liabilities (2)	—		4,639		4,639
Unrealized losses on derivatives		-		34,206		34,206
Derivative financial instruments - liabilities							Derivative financial instruments - liabilities	—		47,445		47,445
Other liabilities ⁽²⁾		-		7,776		7,776	Other liabilities (2)	—		4,570		4,570
Total liabilities measured at fair value	$	-	$	50,809	$	50,809	Total liabilities measured at fair value	$	—	$	75,590	$	75,590


	Fair Value Measurements at December 31, 2021							Fair Value Measurements at December 31, 2022
	Quoted Prices in ‎ Active Markets for ‎Identical Assets		Significant Other ‎Observable Inputs					Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Total
	(Level 1)		(Level 2)		Total
Assets:
Assets							Assets
Cash and cash equivalents	$	426,220	$	-	$	426,220	Cash and cash equivalents	$	444,661	$	—	$	444,661
Restricted cash		134,739		-		134,739	Restricted cash	55,615		—		55,615
Inventories carried at market		-		72,320		72,320	Inventories carried at market	—		61,885		61,885
Unrealized gains on derivatives		-		26,738		26,738
Derivative financial instruments - assets							Derivative financial instruments - assets	—		16,420		16,420
Other assets		111		8		119	Other assets	110		1		111
Total assets measured at fair value	$	561,070	$	99,066	$	660,136	Total assets measured at fair value	$	500,386	$	78,306	$	578,692

Liabilities:
Liabilities							Liabilities
Accounts payable ⁽¹⁾	$	-	$	12,617	$	12,617	Accounts payable (1)	$	—	$	31,925	$	31,925
Accrued and other liabilities ⁽²⁾		-		3,260		3,260	Accrued and other liabilities (2)	—		1,909		1,909
Unrealized losses on derivatives		-		26,117		26,117
Derivative financial instruments - liabilities							Derivative financial instruments - liabilities	—		44,686		44,686
Other liabilities ⁽²⁾		-		7,788		7,788	Other liabilities (2)	—		6,640		6,640
Total liabilities measured at fair value	$	-	$	49,782	$	49,782	Total liabilities measured at fair value	$	—	$	85,160	$	85,160

(1)Accounts payable is generally stated at historical amounts with the exception of ~~$5.5~~$18.9 million and ~~$12.6~~$31.9 million at March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively, related to certain delivered inventory for which the payable fluctuates based on changes in commodity prices. These payables are hybrid financial instruments for which the company has elected the fair value option.

(2)As of ~~both~~ March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively, accrued and other liabilities includes ~~$3.3~~$4.6 million and ~~$3.3~~$1.9 million and other liabilities includes ~~$7.8~~$4.6 million and ~~$7.6~~$6.6 million of consideration related to potential earn-out payments recorded at fair value.

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As of March 31, 2023, the fair value of the company’s debt was approximately $736.7 million compared with a book value of $709.6 million. At December 31, 2022, the fair value of the company’s debt was approximately ~~$1,023.5~~$654.5 million compared with a book value of ~~$903.8 million. At December 31, 2021, the fair value of the company’s debt was approximately $891.1 million compared with a book value of $722.7~~$634.8 million. The company estimated the fair value of its outstanding debt using Level 2 inputs. The company believes the fair ~~values of its marketable securities approximated book~~ value~~which was $24.9 million and~~ $~~124.9~~ ~~million at March 31, 2022 and December 31, 2021, respectively. The company believes the fair values~~ of its accounts receivable approximated book value, which was ~~$142.0~~$106.5 million and $~~120.0~~$108.6 million at March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

‎

~~Table of Contents~~

Although the company currently does not have any recurring Level 3 financial measurements, the fair values of tangible ~~and intangible~~ assets and goodwill acquired represent Level 3 measurements which were derived using a combination of the income approach, market approach and cost approach for the specific assets or liabilities being valued.

4. SEGMENT INFORMATION

The company reports the financial and operating performance for the following three operating segments: (1) ethanol production, which includes the production of ethanol, ~~including industrial-grade alcohol,~~ distillers grains, Ultra-High Protein and renewable 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, Ultra-High Protein, renewable corn oil, natural gas and other commodities, and (3) partnership, which includes fuel storage and transportation services.

Corporate activities include selling,, general and administrative expenses, consisting primarily of compensation, professional fees and overhead costs not directly related to a specific operating segment.

During the normal course of business, the operating segments conduct business with each other. For example, the agribusiness and energy services segment procures grain and natural gas and sells products, including ethanol, distillers grains, Ultra-High Protein and renewable corn oil for the ethanol production segment. The partnership segment provides fuel storage and transportation services for the ethanol production segment. These intersegment activities are treated like third-party transactions with origination, marketing and storage fees charged at estimated market values. Consequently, these transactions affect segment performance; however, they do not impact the company’s consolidated results since the revenues and corresponding costs are eliminated.

The following tables set forth certain financial data for the company’s operating segments (in thousands):


	Three Months Ended March 31,
	2023		2022
Revenues
Ethanol production
Revenues from external customers	$	695,494	$	637,553
Intersegment revenues	—		—
Total segment revenues	695,494		637,553
Agribusiness and energy services
Revenues from external customers	136,336		142,877
Intersegment revenues	6,050		5,835
Total segment revenues	142,386		148,712
Partnership
Revenues from external customers	1,119		1,005
Intersegment revenues	19,656		18,095
Total segment revenues	20,775		19,100
Revenues including intersegment activity	858,655		805,365
Intersegment eliminations	(25,706)		(23,930)
	$	832,949	$	781,435

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Three Months Ended
‎March 31,
2022
2021
Revenues:
Ethanol production:
Revenues from external customers
$
637,553
$
423,722
Intersegment revenues
-
-
Total segment revenues
637,553
423,722
Agribusiness and energy services:
Revenues from external customers
142,877
128,821
Intersegment revenues
5,835
5,123
Total segment revenues
148,712
133,944
Partnership:
Revenues from external customers
1,005
1,097
Intersegment revenues
18,095
19,309
Total segment revenues
19,100
20,406
Revenues including intersegment activity
805,365
578,072
Intersegment eliminations
(23,930)
(24,432)
Total Revenues
$
781,435
$
553,640

Refer to Note 2 - Revenue, for further disaggregation of revenue by operating segment.

Three Months Ended
‎March 31,
2022
2021
Cost of goods sold:
Ethanol production
$
661,560
$
415,525
Agribusiness and energy services
134,439
116,074
Intersegment eliminations
(23,490)
(22,366)
$
772,509
$
509,233

~~Table of Contents~~


	Three Months Ended March 31,
	2023		2022
Cost of goods sold
Ethanol production	$	716,947	$	661,560
Agribusiness and energy services	133,280		134,439
Intersegment eliminations	(25,222)		(23,490)
	$	825,005	$	772,509


	Three Months Ended March 31,
	2023		2022
Gross margin
Ethanol production	$	(21,453)	$	(24,007)
Agribusiness and energy services	9,106		14,273
Partnership	20,775		19,100
Intersegment eliminations	(484)		(440)
	$	7,944	$	8,926

	Three Months Ended ‎March 31,
	2022		2021			Three Months Ended March 31,
Operating income (loss):
						2023		2022
Operating income (loss)					Operating income (loss)
Ethanol production ⁽¹⁾	$	(51,158)	$	(20,320)	Ethanol production (1)	$	(53,362)	$	(51,158)
Agribusiness and energy services		10,408		13,346	Agribusiness and energy services	4,126		10,408
Partnership		11,809		12,871	Partnership	11,896		11,809
Intersegment eliminations		(440)		(2,066)	Intersegment eliminations	(484)		(440)
Corporate activities ⁽²⁾		(18,521)		27,516
Corporate activities					Corporate activities	(18,716)		(18,521)
	$	(47,902)	$	31,347		$	(56,540)	$	(47,902)

(1)Operating loss for ethanol production includes an inventory lower of cost or net realizable value adjustment ~~charge~~ of $13.2 million for the three months ended March 31, 2022.


	Three Months Ended March 31,
	2023		2022
Depreciation and amortization
Ethanol production	$	22,938	$	18,432
Agribusiness and energy services	813		464
Partnership	816		898
Corporate activities	819		605
	$	25,386	$	20,399

~~(2)Corporate activities for the three months ended March 31, 2021 include a $36.9 million gain on sale~~Table of ~~assets.~~Contents

Three Months Ended
‎March 31,
2022
2021
Depreciation and amortization:
Ethanol production
$
18,432
$
18,528
Agribusiness and energy services
464
607
Partnership
898
887
Corporate activities
605
659
$
20,399
$
20,681

The following table sets forth total assets by operating segment (in thousands):


	March 31, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Total assets ⁽¹⁾:
Total assets (1)					Total assets (1)
Ethanol production	$	1,093,026	$	1,101,151	Ethanol production	$	1,166,742	$	1,157,791
Agribusiness and energy services		608,136		487,164	Agribusiness and energy services	496,661		489,083
Partnership		98,692		100,349	Partnership	120,741		108,680
Corporate assets		479,185		524,206	Corporate assets	269,011		386,437
Intersegment eliminations		(26,538)		(53,115)	Intersegment eliminations	(18,323)		(18,860)
	$	2,252,501	$	2,159,755		$	2,034,832	$	2,123,131

(1)Asset balances by segment exclude intercompany ~~balances~~balances..

5. INVENTORIES

Inventories are carried at the lower of cost or net realizable value, except fair-value hedged inventories. ~~As of March 31, 2022, the company recorded~~There was a ~~$13.2~~$12.3 million lower of cost or net ~~realized~~realizable value inventory adjustment ~~reflected~~associated with finished goods in cost of goods sold within the ethanol production ~~segment. There was 0 lower of cost or market inventory adjustment~~segment as of December 31, ~~2021.~~

2022.

The components of inventories are as follows (in thousands):

March 31, 2022
December 31, 2021
Finished goods
$
132,198
$
91,448
Commodities held for sale
5,141
72,320
Raw materials
119,122
50,604
Work-in-process
22,255
19,783
Supplies and parts
35,234
33,683
$
313,950
$
267,838

‎

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	March 31, 2023		December 31, 2022
Finished goods	$	118,099	$	97,719
Commodities held for sale	26,094		61,885
Raw materials	66,814		55,983
Work-in-process	21,593		18,499
Supplies and parts	47,107		44,864
	$	279,707	$	278,950

6. DERIVATIVE FINANCIAL INSTRUMENTS

At March 31, ~~2022,~~2023, the company’s consolidated balance sheet reflected unrealized losses of ~~$8.9~~$37.7 million, net of tax, in accumulated other comprehensive loss. The company expects these items will be reclassified as operating income (loss) over the next 12 months as a result of hedged transactions that are forecasted to occur. The amount realized in operating income (loss) will differ as commodity prices change.

Fair Values of Derivative Instruments

The fair values of the company’s derivative financial instruments and the line items on the consolidated balance sheets where they are reported are as follows (in thousands):


	Asset Derivatives'					Liability Derivatives'							Asset Derivatives' Fair Value					Liability Derivatives' Fair Value
	Fair Value					Fair Value							March 31, 2023		December 31, 2022			March 31, 2023			December 31, 2022
	March 31, ‎2022			December 31, ‎2021		March 31, ‎2022			December 31, ‎2021
Derivative financial instruments	$	54,149	⁽¹⁾	$	26,738	$	34,206	⁽²⁾	$	26,117	⁽³⁾
Derivative financial instruments - forwards												Derivative financial instruments - forwards	$	12,135	$	16,420	(1)	$	47,445	(2)	$	44,686	(3)
Other assets		464			8		-			-		Other assets	—		1			—			—
Other liabilities		-			-		1			196		Other liabilities	—		—			8			—
Total	$	54,613		$	26,746	$	34,207		$	26,313		Total	$	12,135	$	16,421		$	47,453		$	44,686

(1)At ~~March~~December 31, 2022, derivative financial instruments, as reflected on the balance sheet, includes net unrealized gains on ~~exchange traded~~exchange-traded futures and options contracts of ~~$1.9~~$3.4 million, which included ~~$0.9~~$9.0 million of unrealized gains on derivative financial instruments designated as

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fair value hedging instruments, offset by $2.0 million of net unrealized losses on derivative financial instruments designated as cash flow hedging ~~instruments.~~

instruments, and the balance representing economic hedges.

(2)At March 31, ~~2022,~~ 2023, derivative financial instruments, as reflected on the balance sheet, includes net unrealized losses on ~~exchange traded~~exchange-traded futures and options contracts of ~~$30.4 million.~~$17.7 million, which included $10.0 million of net unrealized losses on derivative financial instruments designated as cash flow hedging instruments, $0.5 million of net unrealized gains on derivative financial instruments designated as fair value hedging instruments, and the balance representing economic hedges.

(3)At December 31, ~~2021,~~2022, derivative financial instruments, as reflected on the balance sheet, includes net unrealized losses on ~~exchange traded~~exchange-traded futures and options contracts of ~~$17.1~~$3.3 million, which ~~include $1.3~~included $0.6 million of net unrealized losses on derivative financial instruments designated as ~~cash flow~~fair value hedging ~~instruments.~~instruments and the balance representing economic hedges.

Refer to Note 43 - Fair Value Disclosures, which contains fair value information related to derivative financial instruments.

Effect of Derivative Instruments on Consolidated Balance Sheets, Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income

The gains or losses recognized in income and other comprehensive income related to the company’s derivative financial instruments and the line items on the consolidated financial statements where they are reported are as follows (in thousands):

Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
Location of Gain (Loss) Reclassified from Accumulated Other
Three Months Ended
‎March 31,
Comprehensive Income into Income
2022
2021
Revenues
$
(628)
$
(15,188)
Cost of goods sold
3,294
16,999
Net gain (loss) recognized in income (loss) before income taxes
$
2,666
$
1,811


	Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	Three Months Ended March 31,
	2023		2022
Revenues	$	—	$	(628)
Cost of goods sold	(2,236)		3,294
Net gain (loss) recognized in loss before income taxes	$	(2,236)	$	2,666

Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives
Gain (Loss) Recognized in Other Comprehensive Income on
Three Months Ended
‎March 31,
Derivatives
2022
2021
Commodity contracts
$
7,307
$
(6,376)


	Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives
Gain (Loss) Recognized in Other Comprehensive Income on Derivatives	Three Months Ended March 31,
	2023		2022
Commodity contracts	$	(16,811)	$	7,307

A portion ofthe company’sderivativeinstrumentsare considered economic hedges and as such are notdesignatedashedging instruments. The companyuses exchange-traded futures and options ~~con~~t~~racts~~contracts to manage its net position of product inventoriesand forward cash purchase and ~~sal~~essales contractsto reduce price risk caused bymarket fluctuations. Derivatives,

~~Table~~ including exchange-traded contracts and forward commodity purchase or sale contracts, and inventories of ~~Contents~~

~~includingexchangetraded~~c~~ontractsandforwardcommoditypurchase~~or~~salecontracts,and inventories~~ofcertainagriculturalproducts, whichincludeamountsacquiredunderdeferredpricingcontracts, are statedat fair value. ~~Inventories~~Fair value estimates are ~~not considered a derivative, rather they are carried at the lower~~based on exchange-quoted prices, adjusted as appropriate for regional location basis value, which represent differences in local markets including transportation as well as quality or grade differences.

Table of ~~cost or market. As such, changes in the fair value of inventories are not included in the table below.~~Contents

Amount of Gain (Loss)
Recognized in Income on Derivatives
Derivatives Not Designated as
Location of Gain (Loss) Recognized in Income
Three Months Ended
‎March 31,
Hedging Instruments
on Derivatives
2022
2021
Commodity contracts
Revenues
$
(5,358)
$
(40,794)
Commodity contracts
Costs of goods sold
(48,402)
8,563
Net gain (loss) recognized in income (loss) before income taxes
$
(53,760)
$
(32,231)


		Amount of Gain (Loss) Recognized in Income on Derivatives
Derivatives Not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in Income on Derivatives	Three Months Ended March 31,
		2023		2022
Exchange-traded futures and options	Revenues	$	(7,876)	$	(2,745)
Forwards	Revenues	659		(2,613)
Exchange-traded futures and options	Cost of goods sold	8,366		(67,563)
Forwards	Cost of goods sold	426		19,161
Net gain (loss) recognized in loss before income taxes		$	1,575	$	(53,760)

The following amounts were recorded on the consolidated balance sheets related to cumulative basis adjustments for the fair value hedged items (in thousands):


	March 31, 2022				December 31, 2021					March 31, 2023				December 31, 2022
Line Item in the Consolidated Balance Sheet in Which the Hedged Item is Included	Carrying Amount of the Hedged Assets		Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets		Carrying Amount of the Hedged Assets		Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets		Line Item in the Consolidated Balance Sheet in Which the Hedged Item is Included	Carrying Amount of the Hedged Assets		Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets		Carrying Amount of the Hedged Assets		Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets
Inventories	$	70,460	$	21,326	$	72,320	$	6,291	Inventories	$	26,094	$	(586)	$	61,885	$	(13,776)

Effect of Cash Flow and Fair Value Hedge Accounting on the Statements of ~~Operations~~

Operations:

Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships for the Three Months Ended March 31,
2022
2021
Revenue
Cost of
‎Goods Sold
Revenue
Cost of
‎Goods Sold
Gain (loss) on cash flow hedging relationships:
Commodity contracts:
Amount of gain (loss) reclassified from accumulated other comprehensive income into income
$
(628)
$
3,294
$
(15,188)
$
16,999
Gain (loss) on fair value hedging relationships:
Commodity contracts:
Hedged item
-
18,386
-
7,967
Derivatives designated as hedging instruments
-
(17,244)
-
(7,108)
Total amounts of income and expense line items presented in the statement of operations in which the effects of cash flow or fair value hedges are recorded
$
(628)
$
4,436
$
(15,188)
$
17,858

~~There were 0 gains or losses from discontinuing cash flow or fair value hedge treatment during the three months ended March 31, 2022 and 2021.~~

‎


	Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships for the Three Months Ended March 31,
	2023				2022
	Revenue		Cost of Goods Sold		Revenue		Cost of Goods Sold
Gain (loss) on cash flow hedging relationships

Commodity contracts
Amount of gain (loss) on exchange-traded futures reclassified from accumulated other comprehensive income into income	$	—	$	(2,236)	$	(628)	$	3,294

Gain (loss) on fair value hedging relationships

Commodity contracts
Fair-value hedged inventories	—		(9,357)		—		18,386
Exchange-traded futures designated as hedging instruments	—		10,678		—		(17,244)
Total amounts of income and expense line items presented in the statement of operations in which the effects of cash flow or fair value hedges are recorded	$	—	$	(915)	$	(628)	$	4,436

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The notional volume of open commodity derivative positions as of March 31, ~~2022,~~2023 are as follows (in thousands):

Exchange-Traded (1)

Non-Exchange-Traded (2)

Exchange Traded ⁽¹⁾

Non-Exchange Traded ⁽²⁾

Derivative
‎Instruments

Net Long &
‎(Short)

Long

(Short)

Unit of
‎Measure

Commodity

Derivative
Instruments

Net Long &
(Short)

Long

(Short)

Unit of
Measure

Commodity

Futures

(12,490)

Bushels

Corn

Futures

(3,545)

(4)

Bushels

Corn

Futures

(19,985)

Bushels

Corn

Futures

(43,428)

Gallons

Ethanol

Futures

(8,205)

⁽³⁾

Bushels

Corn

Futures

(16,720)

MmBTU

Natural Gas

Futures

(2,142)

Gallons

Ethanol

Futures

920

(3)

MmBTU

Natural Gas

Futures

5,398

MmBTU

Natural Gas

Futures

(163)

(4)

MmBTU

Natural Gas

Futures

(960)

⁽³⁾

MmBTU

Natural Gas

Futures

1,680

(3)

Gallons

Natural Gasoline

Options

32,007

Pounds

Soybean Oil

Options

Tons

Soybean Meal

Options

5,102

Bushels

Corn

Options

934

Pounds

Soybean Oil

Options

487

MmBTU

Natural Gas

Options

(1,407)

MmBTU

Natural Gas

Options

(6,107)

Bushels

Corn

Forwards

55,634

(123)

Bushels

Corn

Forwards

35,135

(98)

Bushels

Corn

Forwards

(274,797)

Gallons

Ethanol

Forwards

145

(248,612)

Gallons

Ethanol

Forwards

173

(381)

Tons

Distillers Grains

Forwards

(313)

Tons

Distillers Grains

Forwards

(110,529)

Pounds

Corn Oil

Forwards

1,152

(40,466)

Pounds

Renewable Corn Oil

Forwards

18,501

(482)

MmBTU

Natural Gas

Forwards

16,800

(2,968)

MmBTU

Natural Gas

(1)~~Exchange traded~~Notional volume of exchange-traded futures and options are presented on a net long and (short) position basis. Options are presented on a delta-adjusted basis.

(2)~~Non-exchange traded forwards~~Notional volume of non-exchange-traded forward physical contracts are presented on a gross long and (short) position basis, including both fixed-price and basis ~~contracts.~~contracts, for which only the basis portion of the contract price is fixed.

(3)~~Futures~~Notional volume of exchange-traded futures used for cash flow hedges.

(4)Notional volume of exchange-traded futures used for fair value hedges.

Energy trading contracts that do not involve physical delivery are presented net in revenues on the consolidated statements of operations. Included in revenues are net gains of ~~$0.8~~$3.8 million and ~~$0.4~~$0.8 million for the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, respectively, on energy trading contracts.

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7. DEBT

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

March 31, 2022
December 31, 2021
Corporate:
2.25% convertible notes due 2027 ⁽¹⁾
$
230,000
$
230,000
4.00% convertible notes due 2024 ⁽²⁾
64,000
64,000
4.125% convertible notes due 2022 ⁽³⁾
34,316
34,316
Green Plains SPE LLC:
$125.0 million junior secured mezzanine notes due 2026 ⁽⁴⁾
125,000
125,000
Green Plains Wood River and Green Plains Shenandoah:
$75.0 million delayed draw loan agreement ⁽⁵⁾
75,000
30,000
Green Plains Partners:
$60.0 million term loan ^{(6) (7)}
58,969
60,000
Other
15,363
15,531
Total book value of long-term debt
602,648
558,847
Unamortized debt issuance costs
(9,010)
(9,556)
Less: current maturities of long-term debt
(35,701)
(35,285)
Total long-term debt
$
557,937
$
514,006


	March 31, 2023		December 31, 2022
Corporate
2.25% convertible notes due 2027 (1)	$	230,000	$	230,000
Green Plains SPE LLC
$125.0 million junior secured mezzanine notes due 2026 (2)	125,000		125,000
Green Plains Wood River and Green Plains Shenandoah
$75.0 million loan agreement (3)	74,250		74,625
Green Plains Partners
$60.0 million term loan (4)	58,969		58,969
Other	14,934		15,097
Total book value of long-term debt	503,153		503,691
Unamortized debt issuance costs	(6,207)		(6,610)
Less: current maturities of long-term debt	(1,832)		(1,838)
Total long-term debt	$	495,114	$	495,243

(1)Includes ~~$6.2~~$4.9 million and ~~$6.5~~$5.2 million of unamortized debt issuance costs as of March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

(2)Includes ~~$1.1~~$0.6 million and ~~$1.2~~$0.7 million of unamortized debt issuance costs as of March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

(3)Includes ~~$0.1~~$0.3 million of unamortized debt issuance costs as of both March 31, ~~2022~~2023 and December 31, ~~2021, respectively.~~2022.

(4)Includes ~~$0.8 million and $0.9 million of unamortized debt issuance costs as of March 31, 2022 and December 31, 2021, respectively.~~

~~(5)~~On September 3, 2020, Green Plains Wood River and Green Plains Shenandoah, wholly-owned subsidiaries of the company, entered into a $75.0 million delayed draw loan agreement. Includes $0.3 million of unamortized ~~debt issuance costs as of both March 31, 2022 and~~ ~~December 31, 2021, respectively~~.

~~(6)The Green Plains Partners credit facility was amended on July 20, 2021, to $60.0 million and includes $0.5~~$0.4 million of unamortized debt issuance costs as of both March 31, ~~2022~~2023 and December 31, ~~2021, respectively.~~2022.

~~(7)~~On February 11, 2022, the term loan was modified to allow Green Plains Partners and its affiliates to repurchase outstanding notes. On the same day, the partnership purchased $1.0 million of the outstanding notes from accounts and funds managed by BlackRock and subsequently retired the notes.

‎

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The components of short-term notes payable and other borrowings are as follows (in thousands):

March 31, 2022
December 31, 2021
Green Plains Finance Company, Green Plains Grain and Green Plains Trade:
$350.0 million revolver
$
305,000
$
-
Green Plains Commodity Management:
$40.0 million hedge line
5,190
16,210
Green Plains Trade:
$300.0 million revolver
-
137,208
Green Plains Grain:
$100.0 million revolver
-
20,000
$
310,190
$
173,418


	March 31, 2023		December 31, 2022
Green Plains Finance Company, Green Plains Grain and Green Plains Trade
$350.0 million revolver	$	191,000	$	115,000
Green Plains Commodity Management
$40.0 million hedge line	21,670		22,678
	$	212,670	$	137,678

Corporate Activities

In March 2021, the company issued an aggregate $230.0 million of 2.25% convertible senior notes due in 2027, or the 2.25% notes. The 2.25% notes bear interest at a rate of 2.25% per year, payable on March 15 and September 15 of each year, beginning September 15, 2021, and mature on March 15, 2027. The 2.25% notes are senior, unsecured obligations of the company. The 2.25% notes are convertible, at the option of the holders, into consideration consisting of, at the company’s election, cash, shares of the company’s common stock, or a combination of cash and stock (and cash in lieu of fractional shares). However, before September 15, 2026, the 2.25% notes will not be convertible unless certain conditions are satisfied. The initial conversion rate is 31.6206 shares of the company’s common stock per $1,000 principal amount of 2.25% notes (equivalent to an initial conversion price of approximately $31.62 per share of the company’s common stock), representing an approximately 37.5% premium over the offering price of the company’s common stock. The conversion rate is subject to adjustment upon the occurrence of certain events, including but not limited to; the event of a stock dividend or stock split; the issuance of additional rights, options and warrants; spinoffs; ~~the event of a cash dividend or distribution;~~ or a tender or exchange offering. In addition, the company may be obligated to increase the conversion rate for any conversion that occurs in connection with certain corporate events, including the company’s calling the 2.25% notes for redemption.

On and after March 15, 2024, and prior to the maturity date, the company may redeem, for cash, all, but not less than all, of the 2.25% notes if the last reported sale price of the company’s common stock equals or exceeds 140% of the applicable conversion price on (i) at least 20 trading days during a 30 consecutive trading day period ending on the trading day immediately prior to the date the company delivers notice of the redemption; and (ii) the trading day immediately

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before the date of the redemption notice. The redemption price will equal 100% of the principal amount of the 2.25% notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. In addition, upon the occurrence of a “fundamental change” (as defined in the indenture for the 2.25% notes), holders of the 2.25% notes will have the right, at their option, to require the company to repurchase their 2.25% notes for cash at a price equal to 100% of the principal amount of the 2.25% notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

During June 2019, the company issued an aggregate $115.0 million of 4.00% convertible senior notes due in 2024, or the 4.00% notes. The 4.00% notes ~~are~~were senior, unsecured obligations of the company, 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 4.00% notes ~~will mature on July 1, 2024, unless earlier converted, redeemed or repurchased. The 4.00% notes will be~~were convertible, at the option of the holders, into consideration consisting of, at the company’s election, cash, shares of the company’s common stock, or a combination of cash and shares of the company’s common stock until the close of business on the scheduled trading day immediately preceding the maturity date. ~~However, before January 1, 2024, the 4.00% notes will not be convertible unless certain conditions are satisfied.~~ The initial conversion rate iswas 64.1540 shares of common stock per $1,000 of principal, which is was equal to a conversion price of approximately $15.59 per share.The conversion rate will be subject to adjustment upon the occurrence of certain events, including but not limited to; the event of a stock dividend or stock split; the issuance of additional rights, options and warrants; spinoffs; the event of a cash dividend or distribution; or a tender or exchange offering. In addition, the company may be obligated to increase the conversion rate for any conversion that occurs in connection with certain corporate events, including the company’s calling the 4.00% notes for redemption.

On and after July 1, 2022, and prior to the maturity date, the company may redeem all, but not less than all, of the 4.00% notes for cash if the sale price of the company’s common stock equals or exceeds 140% of the applicable conversion price for a specified time period ending on the trading day immediately prior to the date the company delivers notice of the redemption. The redemption price will equal 100% of the principal amount of the 4.00% notes to be redeemed, plus any

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accrued and unpaid interest to, but excluding, the redemption date. In addition, upon the occurrence of a fundamental change, holders of the 4.00% notes will have the right, at their option, to require the company to repurchase the 4.00% notes in cash at a price equal to 100% of the principal amount of the 4.00% notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

During May 2021, the company entered into a privately negotiated agreement with certain noteholders of the ~~company’s~~company's 4.00% notes. Under this agreement, ~~3,568,705~~ 3.6 million shares of the ~~company’s~~company's common stock were exchanged for $51.0 million in aggregate principal amount of the 4.00% notes.

On May 25, 2022, the company gave notice calling for the redemption of its outstanding 4.00% notes, totaling an aggregate principal amount of $64.0 million. The final conversion rate was 66.4178 shares of common stock per $1,000 of principal. From July 1, 2022 through July 8, 2022, the remaining $64.0 million of the 4.00% notes were converted into approximately 4.3 million shares of common stock. Common stock held as treasury shares were exchanged for the 4.00% notes. Pursuant to the guidance within ASC 470,Debt, the company recorded ~~a loss of $9.5 million which was recorded~~the exchanges as a ~~charge to interest expense in the consolidated financial statements during the three months ended June 30, 2021, of which $1.2 million related to unamortized debt issuance costs.~~conversion. The 4.00% notes were retired effective July 8, 2022.

In August 2016, the company issued $170.0 million of 4.125% convertible senior notes due in 2022, or the 4.125% notes. The 4.125% notes ~~are~~were senior, unsecured obligations of the company, with interest payable on March 1 and September 1 of each year. The ~~company anticipates it will settle the 4.125%~~ notes ~~in a combination of cash and common stock. The notes are~~were convertible at the Holder’s option. The initial conversion rate iswas 35.7143 shares of common stock per $1,000 of principal, which iswas equal to a conversion price of approximately $28.00 per share. The conversion rate will be subject to adjustment upon the occurrence of certain events, including but not limited to; the event of a stock dividend or stock split; the issuance of additional rights, options and warrants; spinoffs; the event of a cash dividend or distribution; or a tender or exchange offering.

The company may redeem all, but not less than all, of the 4.125% notes at any time on or after September 1, 2020, if the company’s common stock equals or exceeds 140% of the applicable conversion price for a specified time period ending on the trading day immediately prior to the date the company delivers notice of the redemption. The redemption price will equal 100% of the principal plus any accrued and unpaid interest. Holders of the 4.125% notes have the option to require the company to repurchase the 4.125% notes in cash at a price equal to 100% of the principal plus accrued and unpaid interest when there is a fundamental change, such as change in control. If an event of default occurs, it could result in the 4.125% notes being declared due and payable.

In March 2021, concurrent with the issuance of the 2.25% notes, the company used approximately $156.5 million of the net proceeds of the 2.25% notes to repurchase approximately $~~135.7~~$135.7 million aggregate principal amount of the 4.125% notes, in privately negotiated transactions.

During August 2022, the company entered into four privately negotiated exchange agreements with certain noteholders of the 4.125% notes to exchange approximately $32.6 million aggregate principal amount for approximately 1.2 million shares of the company's common stock. Pursuant to the guidance within ASC 470,Debt, the company recorded the exchanges as a conversion and recorded a loss ~~upon extinguishment~~ of ~~$22.1 million. This~~$419 thousand, which was recorded as a charge ~~included $1.2~~to interest expense in the consolidated financial statements during the year ended December 31, 2022. Additionally, on September 1, 2022, approximately $1.7 million aggregate principal amount of the 4.125% notes were settled through a combination of $1.7 million in cash and approximately 15 thousand shares of the company's common stock. The remaining $23 thousand aggregate principal amount and accrued interest were settled in cash. The 4.125% notes were fully retired effective September 1, 2022.

Ethanol Production Segment

On February 9, 2021, Green Plains SPE LLC, a wholly-owned special purpose subsidiary and parent of Green Plains Obion and Green Plains Mount Vernon, issued $125.0 million of ~~unamortized debt issuance costs related~~junior secured mezzanine notes due 2026 (the “Junior Notes”) with BlackRock, a holder of a portion of the company’s common stock.

The Junior Notes will mature on February 9, 2026 and are secured by a pledge of the membership interests in and the real property owned by Green Plains Obion and Green Plains Mount Vernon. The proceeds of the Junior Notes were used to construct high protein processing systems at the Green Plains Obion and Green Plains Mount Vernon facilities. The Junior Notes accrue interest at an annual rate of 11.75%. However, subject to the satisfaction of certain conditions, the Green Plains SPE LLC may elect to pay an amount in cash equal to interest accruing at a rate of 6.00% per annum plus an amount equal to interest accruing at a rate of 6.75% per annum to be paid in kind. The entire outstanding principal balance, ~~extinguished.~~plus any accrued and unpaid interest is due upon maturity. Green Plains SPE LLC is required to comply with certain financial covenants regarding minimum liquidity at Green Plains and a maximum aggregate loan to value. The Junior Notes can be retired or refinanced after 42 months with no prepayment premium. The Junior Notes have an unsecured

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parent guarantee from the company and have certain limitations on distributions, dividends or loans to the company unless there will not exist any event of default. At March 31, 2023, the interest rate on the Junior Notes was 11.75%.

On September 3, 2020, Green Plains Wood River and Green Plains Shenandoah, wholly-owned subsidiaries of the company, entered into a loan agreement with MetLife Real Estate Lending LLC. The $75.0 million loan matures on September 1, 2035 and is secured by substantially all of the assets of the Wood River and Shenandoah facilities. The proceeds from the loan were used to add MSC

TM technology at the Wood River and Shenandoah facilities as well as other capital expenditures.

The loan bears interest at a fixed rate of 5.02%, plus an interest rate premium of 1.5% until the loan is fully drawn. The remaining availability was drawn in the first quarter of 2022. Beginning in the second quarter of 2022, the interest rate premium may be adjusted quarterly from 0.00% to 1.50% based on the leverage ratio of total funded debt to EBITDA of Wood River and Shenandoah. Principal payments of $1.5 million per year began 24 months from the closing date. Prepayments are prohibited until September 2024. Financial covenants of the loan agreement include a minimum loan to value ratio of 50%, a minimum fixed charge coverage ratio of 1.25x, a total debt service reserve of six months of future principal and interest payments and a minimum working capital requirement at Green Plains of not less than $0.10 per gallon of nameplate capacity or $95.8 million. The loan is guaranteed by the company and has certain limitations on distributions, dividends or loans to Green Plains by Wood River and Shenandoah unless immediately after giving effect to such action, there will not exist any event of default. At March 31, 2023, the interest rate on the loan was 6.52%.

The company also has small equipment financing loans, finance leases on equipment or facilities, and other forms of debt financing.

Agribusiness and Energy Services Segment

On March 25, 2022, Green Plains Finance Company, Green Plains Grain and Green Plains Trade (collectively, the “Borrowers”), all wholly owned subsidiaries of the company, together with the company, as guarantor, entered into a five-year, $350.0 million senior secured sustainability-linked revolving Loan and Security Agreement (the “Facility”) with a group of financial institutions. This transaction refinanced the separate credit facilities previously held by Green Plains Grain and Green Plains Trade. The Facility matures on March 25, 2027.

The Facility includes revolving commitments totaling $350.0 million and an accordion feature whereby amounts available under the Facility may be increased by up to $100.0 million of new lender commitments subject to certain conditions. Each SOFR rate loan shall bear interest for each day at a rate per annum equal to the Term SOFR rate for the outstanding period plus a Term SOFR adjustment and an applicable margin of 2.25% to 2.50%, which is dependent on undrawn availability under the Facility. Each base rate loan shall bear interest at a rate per annum equal to the base rate plus the applicable margin of 1.25% to 1.50%, which is dependent on undrawn availability under the Facility. The unused portion of the Facility is also subject to a commitment fee of 0.275% to 0.375%, dependent on undrawn availability. Additionally, the applicable margin and commitment fee are subject to certain increases or decreases of up to 0.10% and 0.025%, respectively, tied to the company’s achievement of certain sustainability criteria, including the reduction of ~~greenhouse gas~~GHG emissions, recordable incident rate reduction, increased renewable corn oil production and the implementation of technology to produce sustainable ingredients.

The Facility contains customary affirmative and negative covenants, as well as the following financial covenants to be calculated as of the last day of any month: the current ratio of the Borrowers shall not be less than 1.00 to 1.00; the collateral coverage ratio of the Borrowers shall not be less than 1.20 to 1.00; and the debt to capitalization ratio of the company shall

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not be greater than 0.60 to 1.00.

The Facility also includes customary events of default, including without limitation, failure to make required payments of principal or interest, material incorrect representations and warranties, breach of covenants, events of bankruptcy and other certain matters. The Facility is secured by the working capital assets of the Borrowers and is guaranteed by the company.

At March 31, 2023, the interest rate on the Facility was 7.64%.

Green Plains Commodity Management has an uncommitted $40.0 million revolving credit facility ~~which matures April 30, 2023,~~ to finance margins related to its hedging programs. During the three months ended March 31, 2023, this revolving credit facility was extended five years to mature on April 30, 2028. Advances are subject to variable interest rates equal to SOFR plus 1.75%. At March 31, 2023, the interest rate on the facility was 6.57%.

Green Plains Grain has a short-term inventory financing agreement with a financial institution. The company has accounted for the agreement as short-term notes, rather than revenues, and has elected the fair value option to offset

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fluctuations in market prices of the inventory. This agreement is subject to negotiated variable interest rates. The company had ~~$5.2 million~~no outstanding short-term notes payable related to ~~this credit facility~~the inventory financing agreement as of March 31, ~~2022.~~

~~Ethanol Production Segment~~

On February 9, 2021, Green Plains SPE LLC, a wholly-owned special purpose subsidiary and parent of Green Plains Obion and Green Plains Mount Vernon, issued $125.0 million of junior secured mezzanine notes due 2026 (the “Junior Notes”) with BlackRock, a holder of a portion of the company’s common stock, for the purchase of all notes issued.

The Junior Notes will mature on February 9, 2026 and are secured by a pledge of the membership interests in and the real property owned by Green Plains Obion and Green Plains Mount Vernon. The proceeds of the Junior Notes are being used to construct MSC^TM protein technology at the Green Plains Obion and Green Plains Mount Vernon facilities. The Junior Notes accrue interest at an annual rate of 11.75%. However, subject to the satisfaction of certain conditions, the Green Plains SPE LLC may elect to pay an amount in cash equal to interest accruing at a rate of 6.00% per annum plus an amount equal to interest accruing at a rate of 6.75% per annum to be paid in kind. The entire outstanding principal balance, plus any accrued and unpaid interest is due upon maturity. Green Plains SPE LLC is required to comply with certain financial covenants regarding minimum liquidity at Green Plains and a maximum aggregate loan to value. The Junior Notes can be retired or refinanced after 42 months with no prepayment premium. The Junior Notes have an unsecured parent guarantee from the company and have certain limitations on distributions, dividends or loans to the company unless there will not exist any event of default. Funds associated with the Junior Notes are ~~administered by a trustee and are included in the balance of restricted cash as of March 31, 2022.~~

On September 3, 2020, Green Plains Wood River and Green Plains Shenandoah, wholly-owned subsidiaries of the company, entered into a delayed draw loan agreement with MetLife Real Estate Lending LLC. The $75.0 million delayed draw loan matures on September 1, 2035 and is secured by substantially all of the assets of the Wood River and Shenandoah facilities. The proceeds from the loan were used to add MSC^TM ~~protein technology at the Wood River and Shenandoah facilities as well as other capital expenditures.~~

The delayed draw loan bears interest at a fixed rate of 5.02%, plus an interest rate premium of 1.5% until the loan is fully drawn. The remaining availability was drawn in the first quarter of 2022. Beginning in the second quarter of 2022, the interest rate premium may be adjusted quarterly from 0.00% to 1.50% based on the leverage ratio of total funded debt to EBITDA of Wood River and Shenandoah. Principal payments of $1.5 million per year begin 24 months from the closing date. Prepayments are prohibited until September 2024. Financial covenants of the delayed draw loan agreement include a minimum loan to value ratio of 50%, a minimum fixed charge coverage ratio of 1.25x commencing on June 30, 2021, a total debt service reserve of six months of future principal and interest payments and a minimum working capital requirement at Green Plains of not less than $0.10 per gallon of nameplate capacity or $95.8 million. The loan is guaranteed by the company and has certain limitations on distributions, dividends or loans to Green Plains by Wood River and Shenandoah unless immediately after giving effect to such action, there will not exist any event of default.

~~The company also has small equipment financing loans, finance leases on equipment or facilities, and other forms of debt financing.~~

2023.

Partnership Segment

Green Plains Partners has a term loan to fund working capital, capital expenditures and other general partnership purposes. OnThe term loan has a maturity date of July 20, 2021, the prior credit facility was amended to $60.0 million, extending the maturity to July 20, 2026, and converting the credit facility to a term loan. Under the terms of the amended agreement, BlackRock purchased the outstanding balance of the prior credit facility from the previous lenders.2026. Interest on the ~~amended~~ term loan is based on 3-month LIBOR plus 8.00%, with a 0% LIBOR ~~floor. Interest~~floor and is payable on the 15th day of each March, June, September and December during the ~~term with the first interest payment being September 15, 2021.~~term. The ~~amended~~ term loan does not require any principal payments; however, the partnership has the option to prepay $1.5 million per quarter beginning twelve months after the closing date. On February 11, 2022, the ~~amended~~ term loan was modified to allow Green Plains Partners and its

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affiliates to repurchase outstanding notes. On the same day, the partnership purchased $1.0 million of the outstanding notes from ~~accounts and funds managed by BlackRock~~the lenders and subsequently retired the notes.

The partnership’s obligations under the term loan are secured by a first priority lien on (i) the equity interests of the partnership’s present and future subsidiaries, (ii) all of the partnership’s present and future personal property, such as investment property, general intangibles and contract rights, including rights under any agreements with Green Plains Trade, (iii) all proceeds and products of the equity interests of the partnership’s present and future subsidiaries and its personal property and (iv) substantially all of the partnership’s real property and material leases of real property. The terms impose affirmative and negative covenants, including restrictions on the partnership’s ability to incur additional debt, acquire and sell assets, create liens, invest capital, pay distributions and materially amend the partnership’s commercial agreements with Green Plains Trade. The term loan also requires the partnership to maintain a maximum consolidated leverage ratio and a minimum consolidated debt service coverage ratio as of the end of any fiscal quarter, each of which is calculated on a pro forma basis with respect to acquisitions and divestitures occurring during the applicable period. The maximum consolidated leverage ratio is required ~~as of the end of any fiscal quarter, is~~to be no more than 2.50x. The minimum debt service coverage ratio is required ~~as of the end of any fiscal quarter, is~~to be no less than 1.10x. The consolidated leverage ratio is calculated by dividing total funded indebtedness by the sum of the four preceding fiscal quarters’ consolidated EBITDA. The consolidated debt service coverage ratio is calculated by taking the sum of the four preceding fiscal quarters’ consolidated EBITDA minus income taxes and consolidated capital expenditures for such period divided by the sum of the four preceding fiscal quarters’ consolidated interest charges plus consolidated scheduled funded debt payments for such period.

Under the ~~amended~~ terms of the loan, the partnership has no restrictions on the amount of quarterly distribution payments, so long as (i) no default has occurred and is continuing, or would result from payment of the distribution, and (ii) the partnership and its subsidiaries are in compliance with its financial covenants and remain in compliance after payment of the distribution. The term loan is not guaranteed by the company.

At March 31, 2023, the interest rate on the term loan was 13.14%.

Covenant Compliance

The company was in compliance with its debt covenants as of March 31, ~~2022.~~

2023.

Restricted Net Assets

At March 31, ~~2022,~~2023, there were approximately ~~$108.8~~$118.7 million of net assets at the company’s subsidiaries that could not be transferred to the parent company in the form of dividends, loans or advances due to restrictions contained in the credit facilities of these subsidiaries.

8. STOCK-BASED COMPENSATION

The company has an equity incentive plan which reserved a total of 5.7 million shares of common stock for issuance pursuant to the plan, of which ~~1.7~~1.4 million shares remain outstanding and available. The plan provides for shares, including options to purchase shares of common stock, stock appreciation rights tied to the value of common stock, restricted stock, performance share awards, and restricted and deferred stock unit awards, ~~and performance share awards~~to be granted to eligible employees, non-employee directors and consultants. The company measures stock-based compensation at fair value on the grant date, with no adjustments for estimated forfeitures. The company records noncash compensation expense related to equity awards in its consolidated financial statements over the requisite period on a straight-line basis.

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Restricted Stock Awards and Deferred Stock Units

The restricted non-vested stock ~~award~~awards and deferred stock ~~unit~~units activity for the three months ended March 31, ~~2022,~~2023 is as follows:

Non-Vested
‎ Shares and
‎ Deferred Stock
‎Units
Weighted-
‎Average Grant-
‎Date Fair Value
Weighted-Average
‎ Remaining
‎ Vesting Term
‎(in years)
Non-Vested at December 31, 2021
793,337
$
14.64
Granted
257,002
29.91
Forfeited
(5,954)
20.12
Vested
(240,223)
13.65
Non-Vested at March 31, 2022
804,162
$
19.77
2.5

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	Non-Vested Shares and Deferred Stock Units	Weighted- Average Grant- Date Fair Value		Weighted-Average Remaining Vesting Term (in years)
Non-Vested at December 31, 2022	813,033	$	19.98
Granted	251,674	34.66
Forfeited	(10,047)	29.24
Vested	(393,276)	11.45
Non-Vested at March 31, 2023	661,384	$	30.50	2.4

Performance ~~Shares~~

Share Awards

On March 9, 2023, March 14, 2022 and February 18, 2021, ~~and March 18, 2020,~~ the board of directors granted performance shares to be awarded in the form of common stock to certain participants of the plan. These performance shares vest based on the level of achievement of certain performance goals, including the incremental value achieved from ~~various metrics including but not limited to~~ the company’s high-protein initiatives, annual production levels and return on investment (ROI). Performance shares granted in 2023, 2022 and 2021 do not contain market based factors requiring a Monte Carlo valuation model. The performance shares were granted at a target of 100%, but each performance share can be reduced or increased depending on results for the performance period. If the company achieves the maximum performance goals, the maximum amount of shares available to be issued pursuant to the 2023, 2022, ~~2021~~ and ~~2020~~2021 awards are ~~1,210,935~~969,718 performance shares which represents approximately ~~251%~~222% of the ~~482,811~~437,390 performance shares which remain outstanding. The actual number of performance shares that will ultimately vest is based on the actual performance targets achieved at the end of ~~each~~the performance period.

On ~~February 19, 2019,~~March 18, 2020, the board of directors granted performance shares to be awarded in the form of common stock to certain participants of the plan. The performance shares were granted at a target of 100%, but each performance share was reduced or increased depending on results for the performance period for the company’s ~~average return on net assets, and the company’s~~ total shareholder return relative to that of the company’s performance peer group. On ~~February 19, 2022,~~March 17, 2023, based on the criteria discussed above, the ~~149,933 2019~~196,382 2020 performance shares vested at ~~75%~~approximately 123%, which resulted in the issuance of ~~112,450~~241,589 shares of common stock.

The non-vested performance share award activity for the three months ended March 31, ~~2022,~~2023 is as follows:


	Performance ‎Shares	Weighted- ‎Average Grant- ‎Date Fair Value		Weighted-Average ‎Remaining ‎Vesting Term ‎(in years)		Performance Shares	Weighted- Average Grant- Date Fair Value		Weighted-Average Remaining Vesting Term (in years)
Non-Vested at December 31, 2021	486,155	$	13.93
Non-Vested at December 31, 2022					Non-Vested at December 31, 2022	482,811	$	18.22
Granted	146,589		29.47		Granted	155,087	34.66
Forfeited					Forfeited	(2,750)	29.47
Vested	(149,933)		15.31		Vested	(197,758)	4.14
Non-Vested at March 31, 2022	482,811	$	18.22	2.5
Non-Vested at March 31, 2023					Non-Vested at March 31, 2023	437,390	$	30.33	2.4

Green Plains Partners

Green Plains Partners has a long-term incentive plan (LTIP) intended to promote the interests of the partnership, its general partner and affiliates by providing unit-based incentive compensation awards to employees, consultants and directors to encourage superior performance. The LTIP reserves 2,500,000 common limited partner units for issuance in the form of options, restricted units, phantom units, distribution equivalent rights, substitute awards, unit appreciation

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rights, unit awards, profit interest units or other unit-based awards. The partnership measures unit-based compensation related to equity awards in its consolidated financial statements over the requisite service period on a straight-line basis.

There was no change in the number of non-vested unit-based awards for the three months ended March 31, ~~2022.~~

2023.

Stock-Based and Unit Based Compensation Expense

Compensation costs for ~~stock-based~~stock-based and unit-based payment plans were ~~$1.9~~$2.8 million and ~~$0.9~~$1.9 million for the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, respectively. At March 31, ~~2022,~~2023, there was ~~$19.2~~$24.8 million of unrecognized compensation costs from stock-based and unit-based compensation related to non-vested awards. This compensation is expected to be recognized over a weighted-average period of approximately ~~2.5~~2.4 years. The potential tax benefit related to stock-based payment is approximately ~~21.4%~~24.0% of these ~~expenses~~.

~~10.~~expenses.

9. EARNINGS PER SHARE

Basic earnings per share, or EPS, is calculated by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period.

The company ~~computed~~computes diluted EPS by dividing net income on an if-converted basis, adjusted to add back net interest expense related to the convertible debt instruments, by the weighted average number of common shares outstanding during the period, adjusted to include the shares that would be issued if the convertible debt instruments were converted to common shares and the effect of any outstanding dilutive securities.

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The basic and diluted EPS are calculated as follows (in thousands):


	Three Months Ended ‎March 31,					Three Months Ended March 31,
	2022		2021			2023		2022
EPS - basic and diluted:
EPS - basic and diluted					EPS - basic and diluted
Net loss attributable to Green Plains	$	(61,474)	$	(6,545)	Net loss attributable to Green Plains	$	(70,324)	$	(61,474)
Weighted average shares outstanding - basic and diluted		52,887		37,695	Weighted average shares outstanding - basic and diluted	58,549		52,887
EPS - basic and diluted:	$	(1.16)	$	(0.17)
EPS - basic and diluted					EPS - basic and diluted	$	(1.20)	$	(1.16)

Anti-dilutive weighted-average convertible debt, warrants and stock-based compensation ⁽¹⁾		13,823		13,714	Anti-dilutive weighted-average convertible debt, warrants and stock-based compensation (1)	8,598		13,823

(1)The effect related to the company’s convertible debt, warrants and certain stock-based compensation awards has been excluded from diluted EPS for the periods presented as the inclusion of these shares would have been antidilutive.

~~11.~~

10. STOCKHOLDERS’ EQUITY

~~Public Offerings of Common Stock~~

Convertible Note Exchange

On ~~March 1, 2021,~~May 25, 2022, the company ~~completed~~gave notice calling for the redemption of all its outstanding 4.00% Convertible Senior Notes due 2024, totaling an ~~offering~~aggregate principal amount of ~~8,751,500 shares of our common stock, par value $0.001 per share, in a public offering at a price of $23.00 per share (the “March Common Stock Offering”).~~$64.0 million. The ~~March Common Stock Offering resulted in net proceeds of $191.1 million, after deducting underwriting discounts and commissions and the company’s offering expenses.~~

On August 9, 2021, the company completed an offering of 5,462,500 shares of our common stock, par value $0.001 per share, in a public offering at a price of $32.00 per share (the “August Common Stock Offering”). The August Common Stock Offering resulted in net proceeds of $164.9 million, after deducting underwriting discounts and commissions and the company’s offering expenses.

~~Warrants~~

During the three months ended March 31, 2021, in connection with certain agreements, the company issued warrants to purchase shares of its common stock. The company measures the fair value of the warrants using the Black-Scholes option pricing model as of the issuance date. Exercisable warrants are equity based and recorded as a reduction in additional paid-in capital.

~~The company has reserved 2,550,000~~conversion rate was 66.4178 shares of common stock ~~for the exercise~~per $1,000 of ~~warrants to non-employees, of which 2,275,000 are exercisable, and are treated as equity based awards~~and recorded as a reduction in additional paid-in capital. The remaining 275,000 warrants, of which 55,555 are exercisable as a result of achieving certain earn-out provisions and 219,445 are contingent upon certain earn-out provisions, are treated as liability based awards, and valued quarterly using the company’s stock price. These warrants could potentially dilute basic earnings per share in future periods. The exercise priceprincipal. From July 1, 2022 through July 8, 2022, all $64.0 million of the ~~warrants is $22.00 and expiration dates are December 8, 2025 for 275,000 warrants, February 9, 2026 for 275,000 warrants and April 28, 2026 for 2,000,000 warrants.~~

~~Convertible Note Exchange~~

~~On May 18, 2021,~~4.00% convertible notes were converted into approximately 4.3 million shares of common stock.

During August 2022, the company ~~completed a~~entered into four privately negotiated exchange ~~agreement~~ agreements with certain noteholders of the ~~company’s 4.00% notes, pursuant to which the noteholders agreed~~4.125% Convertible Senior Notes due 2022 to exchange ~~$51.0~~approximately $32.6 million in aggregate principal amount for ~~3,568,705~~approximately 1.2 million shares of the ~~company’s~~company's common ~~stock at an implied price~~stock. Additionally, on September 1, 2022, approximately $1.7 million aggregate principal amount was settled through a combination of ~~$26.80.~~

‎

$1.7 million in cash and approximately 15 thousand shares of the company's common stock.

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Components of stockholders’ equity for the three months ended March 31, 2023 and 2022 ~~and 2021~~ are as follows (in thousands):

Total
Additional
Retained
Accum. Other
Green Plains
Non-
Total
Common Stock
Paid-in
Earnings
Comp. Income
Treasury Stock
Stockholders'
Controlling
Stockholders'
Shares
Amount
Capital
(Deficit)
(Loss)
Shares
Amount
Equity
Interests
Equity
Balance, December 31, 2021
61,840
$
62
$
1,069,573
$
(15,199)
$
(12,310)
8,244
$
(91,626)
$
950,500
$
151,519
$
1,102,019
Net income (loss)
-
-
-
(61,474)
-
-
-
(61,474)
5,602
(55,872)
Distributions declared
-
-
-
-
-
-
-
-
(5,122)
(5,122)
Other comprehensive income (loss) before reclassification
-
-
-
-
5,386
-
-
5,386
-
5,386
Amounts reclassified from accumulated other comprehensive income (loss)
-
-
-
-
(1,965)
-
-
(1,965)
-
(1,965)
Other comprehensive income (loss), net of tax
-
-
-
-
3,421
-
-
3,421
-
3,421
Investment in subsidiary
-
-
-
-
-
-
-
-
24
24
Stock-based compensation
226
-
(1,922)
-
-
-
-
(1,922)
59
(1,863)
Balance, March 31, 2022
62,066
$
62
$
1,067,651
$
(76,673)
$
(8,889)
8,244
$
(91,626)
$
890,525
$
152,082
$
1,042,607


	Common Stock			Additional Paid-in Capital		Retained Deficit		Accumulated Other Comprehensive Loss		Treasury Stock			Total Green Plains Stockholders' Equity		Non- Controlling Interests		Total Stockholders' Equity
	Shares	Amount								Shares	Amount

Balance, December 31, 2022	62,101	$	62	$	1,110,151	$	(142,417)	$	(26,591)	2,805	$	(31,174)	$	910,031	$	151,035	$	1,061,066
Net loss	—	—		—		(70,324)		—		—	—		(70,324)		4,075		(66,249)
Cash dividends and distributions declared	—	—		—		—		—		—	—		—		(5,305)		(5,305)
Other comprehensive loss before reclassification	—	—		—		—		(12,788)		—	—		(12,788)		—		(12,788)
Amounts reclassified from accumulated other comprehensive loss	—	—		—		—		1,701		—	—		1,701		—		1,701
Other comprehensive loss, net of tax	—	—		—		—		(11,087)		—	—		(11,087)		—		(11,087)
Investment in subsidiaries	—	—		—		—		—		—	—		—		185		185
Stock-based compensation	217	—		(5,632)		—		—		—	—		(5,632)		59		(5,573)
Balance, March 31, 2022	62,318	$	62	$	1,104,519	$	(212,741)	$	(37,678)	2,805	$	(31,174)	$	822,988	$	150,049	$	973,037

Total
Additional
Retained
Accum. Other
Green Plains
Non-
Total
Common Stock
Paid-in
Earnings
Comp. Income
Treasury Stock
Stockholders'
Controlling
Stockholders'
Shares
Amount
Capital
(Deficit)
(Loss)
Shares
Amount
Equity
Interests
Equity
Balance, December 31, 2020
47,471
$
47
$
691,393
$
50,793
$
(2,172)
11,813
$
(131,287)
$
608,774
$
129,812
$
738,586
Net income (loss)
-
-
-
(6,545)
-
-
-
(6,545)
4,566
(1,979)
Distributions declared
-
-
-
-
-
-
-
-
(1,395)
(1,395)
Other comprehensive income (loss) before reclassification
-
-
-
-
(4,849)
-
-
(4,849)
-
(4,849)
Amounts reclassified from accumulated other comprehensive income (loss)
-
-
-
-
(1,377)
-
-
(1,377)
-
(1,377)
Other comprehensive income (loss), net of tax
-
-
-
-
(6,226)
-
-
(6,226)
-
(6,226)
Investment in subsidiaries
-
-
-
-
-
-
-
-
3,330
3,330
Issuance of warrants
-
-
3,431
-
-
-
-
3,431
(3,431)
-
Issuance of common stock for cash at $23.00 per share, net of fees
8,752
9
191,125
-
-
-
-
191,134
-
191,134
Stock-based compensation
230
-
(3,000)
-
-
-
-
(3,000)
79
(2,921)
Balance, March 31, 2021
56,453
$
56
$
882,949
$
44,248
$
(8,398)
11,813
$
(131,287)
$
787,568
$
132,961
$
920,529


	Common Stock			Additional Paid-in Capital		Retained Deficit		Accumulated Other Comprehensive Loss		Treasury Stock			Total Green Plains Stockholders' Equity		Non- Controlling Interests		Total Stockholders' Equity
	Shares	Amount								Shares	Amount

Balance, December 31, 2021	61,840	$	62	$	1,069,573	$	(15,199)	$	(12,310)	8,244	$	(91,626)	$	950,500	$	151,519	$	1,102,019
Net loss	—	—		—		(61,474)		—		—	—		(61,474)		5,602		(55,872)
Cash dividends and distributions declared	—	—		—		—		—		—	—		—		(5,122)		(5,122)
Other comprehensive income before reclassification	—	—		—		—		5,386		—	—		5,386		—		5,386
Amounts reclassified from accumulated other comprehensive loss	—	—		—		—		(1,965)		—	—		(1,965)		—		(1,965)
Other comprehensive income, net of tax	—	—		—		—		3,421		—	—		3,421		—		3,421
Investment in subsidiaries	—	—		—		—		—		—	—		—		24		24
Stock-based compensation	226	—		(1,922)		—		—		—	—		(1,922)		59		(1,863)
Balance, March 31, 2022	62,066	$	62	$	1,067,651	$	(76,673)	$	(8,889)	8,244	$	(91,626)	$	890,525	$	152,082	$	1,042,607

Amounts reclassified from accumulated other comprehensive ~~income~~loss are as follows (in thousands):

Three Months Ended
‎March 31,
Statements of
‎Operations
2022
2021
Classification
Gains (losses) on cash flow hedges:
Commodity derivatives
$
(628)
$
(15,188)
⁽¹⁾
Commodity derivatives
3,294
16,999
⁽²⁾
Total gains on cash flow hedges
2,666
1,811
⁽³⁾
Income tax expense
(701)
(434)
⁽⁴⁾
Amounts reclassified from accumulated other comprehensive income (loss)
$
1,965
$
1,377


	Three Months Ended March 31,				Statements of Operations Classification
	2023		2022
Gains (losses) on cash flow hedges
Commodity derivatives	$	—	$	(628)	(1)
Commodity derivatives	(2,236)		3,294		(2)
Total gains (losses) on cash flow hedges	(2,236)		2,666		(3)
Income tax benefit (expense)	535		(701)		(4)
Amounts reclassified from accumulated other comprehensive loss	$	(1,701)	$	1,965

(1)Revenues

(2)Costs of goods sold

(3)Loss before income taxes and income (loss) from equity method investees

(4)Income tax benefit (expense)

‎

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~~12.~~11. INCOME TAXES

The company records actual income tax expense or benefit during interim periods rather than on an annual effective tax rate method. Certain items are given discrete period treatment and the tax effect of those items are reported in full in the relevant interim period. Green Plains Partners is a limited partnership, which is treated as a flow-through entity for federal income tax purposes and is not subject to federal income taxes. As a result, the consolidated financial statements do not reflect such income taxes on pre-tax income or loss attributable to the noncontrolling interest in the partnership.

The Inflation Reduction Act (IRA), was signed into law on August 16, 2022. The IRA includes significant law changes relating to tax, climate change, energy and health care. The IRA significantly expands clean energy incentives by providing an estimated $370 billion of new energy related tax credits over the next ten years. It also permits more flexibility for taxpayers to use the credits with direct-pay and transferable credit options. In addition, the IRA includes key revenue-raising provisions which include a 15% book-income alternative minimum tax on corporations with adjusted financial statement income over $1 billion, a 1% excise tax on the value of certain net stock repurchases by publicly traded companies, and the reinstatement of Superfund excise taxes. The company expects it will benefit from certain energy related tax credits in future years and not be negatively impacted by the revenue raising provisions; however, the company does not have enough information to provide a reasonable estimate of future tax benefits at this time.

The company recorded income tax expense of $3.4 million for the three months ended March 31, 2023, compared with income tax benefit of $1.2 million for the ~~three~~ ~~months ended March 31, 2022, compared with income tax expense of $1.9 million for the~~ same period in ~~2021.~~2022. The increase in ~~income tax benefit was primarily due to~~ the ~~release~~amount of ~~a valuation allowance against decreases in certain deferred tax assets for the three months ended March 31, 2022 compared to income~~ tax expense recorded for the three months ended March 31, ~~2021,~~2023 is primarily due to ~~reflect~~an increase in the ~~recording of a~~ valuation allowance recorded against ~~increases in certain~~ deferred tax ~~assets.The amount of unrecognized tax benefits for uncertain tax positions was $51.4 million as of March 31, 2022 and December 31, 2021.~~

assets related to gains (losses) on derivatives.

The effective tax rate can be affected by variances in the estimates and amounts of taxable income among the various states, entities and activity types, realization of tax credits, adjustments from resolution of tax matters under review, valuation allowances and the company’s assessment of its liability for uncertain tax positions.

~~13.~~

12. COMMITMENTS AND CONTINGENCIES

Lease Expense

The company leases certain facilities, parcels of land, and equipment, with remaining terms ranging from less than one year to approximately ~~15.6~~14.6 years. The land and facility leases include renewal options. The renewal options are included in the lease term only for those sites or locations ~~that~~in which they are reasonably certain to be renewed. Equipment renewals are not considered reasonably certain to be exercised as they typically renew with significantly different underlying terms.

The company may sublease certain of its railcars to third parties on a short-term basis. The subleases are classified as operating leases, with the associated sublease income being recognized on a straight-line basis over the lease term.

The components of lease expense are as follows (in thousands):


	Three Months Ended March 31,
	2023		2022
Lease expense
Operating lease expense	$	6,746	$	4,998
Variable lease expense (benefit) (1)	(131)		179
Total lease expense	$	6,615	$	5,177

Three Months Ended
‎March 31,
2022
2021
Lease expense
Operating lease expense
$
4,998
$
4,934
Variable lease expense ⁽¹⁾
179
69
Total lease expense
$
5,177
$
5,003

(1)Represents amounts incurred in excess of the minimum payments required for a certain building lease and for the handling and unloading of railcars for a certain land lease, offset by railcar lease abatements provided by the lessor when railcars are out of service during periods of maintenance or upgrade.

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Supplemental cash flow information related to operating leases is as follows (in thousands):

Three Months Ended
‎March 31,
2022
2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
4,845
$
4,832
Right-of-use assets obtained in exchange for lease obligations:
Operating leases
4,709
6,464
Right-of-use assets and lease obligations derecognized due to lease modifications:
Operating leases
-
51

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	Three Months Ended March 31,
	2023		2022
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	6,197	$	4,845

Right-of-use assets obtained in exchange for lease obligations
Operating leases	16,658		4,709

Supplemental balance sheet information related to operating leases is as follows:

March 31, 2022

December 31, 2021

March 31,
2023

December 31,
2022

Weighted average remaining lease term

5.5 years

Weighted average remaining lease term

4.8 years

4.9 years

Weighted average discount rate

4.11%

4.16%

Weighted average discount rate

4.73

4.32

Aggregate minimum lease payments under the operating lease agreements for the remainder of ~~2022~~2023 and in future years are as follows (in thousands):


Year Ending December 31,	Amount		Year Ending December 31,	Amount
2022	$	14,455
2023		17,315	2023	$	20,195
2024		14,774	2024	24,777
2025		10,405	2025	20,201
2026		4,844	2026	12,743
2027			2027	9,149
Thereafter		14,353	Thereafter	11,980
Total		76,146	Total	99,045
Less: Present value discount		(9,054)	Less: Present value discount	(11,266)
Lease liabilities	$	67,092	Lease liabilities	$	87,779

Lease Revenue

As described in Note 2 – Revenue, the majority of the partnership’s segment revenue is generated through their storage and throughput services and rail transportation services agreements with Green Plains Trade and are accounted for as lease revenue. Leasing revenues do not represent revenues recognized from contracts with customers under ASC 606, and are accounted for under ASC 842, Leases. Lease revenue associated with agreements with Green Plains Trade isare eliminated upon consolidation. The remaining lease revenue is not material to the company.

Commodities, Storage and Transportation

As of March 31, ~~2022,~~2023, the company had contracted future purchases of grain, ethanol, distillers grains, natural gas, and ~~distillers grains,~~renewable corn oil, valued at approximately ~~$532.4~~$364.2 million and future commitments for storage and transportation, valued at approximately ~~$31.4~~$24.8 million.

Legal

The company is currently involved in litigation that has arisen ~~during~~in the ordinary course of business, but does not believe any pending litigation will have a material adverse effect on its financial position, results of operations or cash flows.

‎

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13. SUBSEQUENT EVENTS

On May 3, 2023, the company submitted a proposal to the Board of Directors of Green Plains Holdings LLC, the general partner of Green Plains Partners LP, to acquire all of the publicly held common units of the partnership not already owned by the company in a stock-for-unit exchange. The company expects the proposed transaction to simplify its corporate structure and governance, generate near-term earnings and cash flow accretion, reduce selling and general administrative expenses related to the partnership, improve the credit quality of the combined enterprise, and align strategic interests between the company's shareholders and the partnership's unitholders by regaining full ownership and control of the company's total platform, including terminal operations.

The proposed transaction is subject to the negotiation and execution of a definitive agreement and approval of such definitive agreement and transactions contemplated thereunder by the board of directors of the company, the board of directors of Green Plains Holdings LLC, and its conflicts committee. There can be no assurance that any such approvals will be forthcoming, that a definitive agreement will be executed, that any conditions to the consummation of the proposed transaction will be satisfied, or that any transaction will be consummated.

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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 we believe is relevant to understand our consolidated financial condition and results of operations. This discussion should be read in conjunction with the consolidated financial statements and notes to the consolidated financial statements contained in this report together with our annual report on Form 10-K for the year ended December 31, ~~2021.~~

2022.

Cautionary Information Regarding Forward-Looking Statements

Forward-looking statements are made in accordance with safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations that involve a number of risks and uncertainties and do not relate strictly to historical or current facts, but rather to plans and objectives for future operations. These statements may be identified by words such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “outlook,” “plan,” “predict,” “may,” “could,” “should,” “will” and similar expressions, as well as statements regarding future operating or financial performance or guidance, business strategy, environment, key trends and benefits of actual or planned acquisitions.

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 for the year ended December 31, ~~2021, Part II, Item 1A – Risk Factors in this report,~~2022, or incorporated by reference. Specifically, we may experience fluctuations in future operating results due to a number of economic conditions, including: ~~disruption caused by health epidemics, such as the COVID-19 outbreak;~~ competition in the ethanol industry and other industries in which we operate; commodity market risks, including those that may result from weather conditions; financial market risks; counterparty risks; risks associated with changes to government policy or regulation, including changes to tax laws; risks related to acquisition and disposition activities and achieving anticipated results; risks associated with merchant trading; risks related to our equity method ~~investees~~investees; disruption caused by health epidemics, such as the COVID-19 outbreak; and other factors detailed in reports filed with the SEC. Additional risks related to Green Plains Partners LP include compliance with commercial contractual obligations, potential tax consequences related to our investment in the partnership and risks disclosed in the partnership’s SEC filings associated with the operation of the partnership as a separate, publicly traded entity.

We believe our expectations regarding future events are based on reasonable assumptions; however, these assumptions may not be accurate or account for all risks and uncertainties. Consequently, forward-looking statements are not guaranteed. Actual results may vary materially from those expressed or implied in our forward-looking statements. In addition, we are not obligated and do not intend to update our forward-looking statements as a result of new information unless it is required by applicable securities laws. We caution investors not to place undue reliance on forward-looking statements, which represent management’s views as of the date of this report or documents incorporated by reference.

Overview

Green Plains is an Iowa corporation, founded in June 2004 as a producer of low carbon fuels and has grown to be ~~one~~a leading biorefining company maximizing the potential of ~~the leading corn processors in the world.~~ existing resources through fermentation and patented agribusiness technologies. We continue the transition from a commodity-processing business to a ~~value-add~~value-added agricultural technology company ~~focusing on~~ creating ~~diverse, non-cyclical, higher margin products. In addition,~~sustainable, high-value ingredients from existing resources. To that end, we are currently ~~undergoing~~executing on a number of ~~project~~ initiatives to ~~improve margins. Through our Total Transformation Plan to a value-add agricultural technology company discussed below, we believe we can further increase margin per gallon by producing~~allow for product diversification, new market opportunities and production of additional value-added low-carbon ingredients, such as Ultra-High Protein, ~~while expanding~~dextrose, renewable corn oil ~~yields.~~

~~In December 2020, we completed the purchase of a majority interest in FQT. The acquisition capitalizes on the core strengths of each company to develop~~ and ~~implement~~more.

We are developing and implementing proven ~~value-added agriculture,~~agricultural, food and industrial biotechnology systems that allow for product diversification and new market opportunities, rapidly ~~expand~~expanding installation and production across ~~Green Plains~~our facilities, ~~as well as offer~~and offering these technologies to the broader biofuels industry.

Additionally, we have taken advantage of opportunities to divest certain assets in recent years to reallocate capital toward our current growth initiatives. 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. Our other businesses leverage our supply chain, production platform and expertise.

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~~We formed~~ Green Plains Partners LP, a master limited partnership, ~~to be~~is our primary downstream storage and logistics provider since its assets are the principal method of storing and delivering the ethanol we produce. ~~The partnership completed its initial public offering on July 1, 2015.~~ As of March 31, ~~2022,~~2023, we own a ~~48.9%~~48.8% limited partner interest, a 2.0% general partner interest and all of the partnership’s incentive distribution rights. The public owns the remaining ~~49.1%~~49.2% limited partner interest. The partnership is consolidated in our financial ~~statements.~~statements, and record a noncontrolling interest for the economic interest in the partnership held by the public common unitholders.

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We group our business activities into the following three operating segments to manage performance:

•Ethanol Production. Our ethanol production segment includes the production of ethanol, ~~including industrial-grade alcohol,~~ distillers grains, Ultra-High Protein and renewable corn oil at 11eleven ethanol plants in Illinois, Indiana, Iowa, Minnesota, Nebraska and Tennessee. At capacity, our facilities are capable of processing approximately 330 million bushels of corn per year and producing approximately ~~1.0 billion~~958 million gallons of ethanol, ~~2.5~~2.4 million tons of distillers grains and Ultra-High Protein and ~~290~~310 million pounds of ~~industrial grade~~renewable corn oil, ~~making us~~a low-carbon feedstock for biodiesel and renewable diesel. We are one of the largest ethanol producers in North America.

•Agribusiness and Energy Services. Our agribusiness and energy services segment includes grain procurement, with approximately ~~27.0~~26.5 million bushels of grain storage capacity, and our commodity marketing business, which markets, sells and distributes the ethanol, distillers grains, Ultra-High Protein and renewable corn oil produced at our ethanol plants. We also market ethanol for a third-party producer as well as buy and sell ethanol, ~~including industrial-grade alcohol,~~ distillers grains, Ultra-High Protein, renewable corn oil, grain, natural gas and other commodities in various markets.

•Partnership. Our master limited partnership provides fuel storage and transportation services bythrough owning, operating, developing and acquiring ethanol and fuel storage tanks, terminals, transportation assets and other related assets and businesses. The partnership’s assets include 2927 ethanol storage facilities, ~~four~~two fuel terminal facilities and approximately 2,300 leased railcars.

~~As part~~We have installed and are operating FQT MSC™ technology at five of our transformation to a value-add agricultural technology company, we completed our first MSC™ Ultra-High Protein installation our Shenandoah biorefinery during the first quarter of 2020. Our Wood River plant began operations in October 2021. Three additional locations are slated to begin operating by mid-2022, and installation at our remaining biorefineries is expected over the course of the next several years.biorefineries. Through our value-added ingredients initiative, we ~~expect to~~ produce Ultra-High Protein, a feed ingredient with protein concentrations of 50% or greater and yeast concentrations of 25%, increase production of renewable corn oil ~~as well~~and produce other higher value products, such as post-MSCTM distillers grains.

~~We have also upgraded our York facility to include USP grade alcohol capabilities.~~ We began pilot scale batch operations at the FQT CSTTM production facility at our ~~York~~ Innovation Center at York in the second quarter of 2021, which ~~may allow~~allows for the production of both food and industrial grade low-carbon glucose and dextrose to target applications in food production, renewable chemicals and synthetic biology. ~~We announced the~~In September 2022, we broke ground at our biorefinery in Shenandoah, ~~biorefinery~~Iowa, as the first location to deploy FQT CST^TM at commercial scale. We also anticipate modifying additional biorefineries to include FQT CST^TM production capabilities to meet anticipated future customer demands.

~~In February and April 2021, as part of our carbon reduction strategy,~~

Additionally, we have ~~committed~~taken advantage of opportunities to divest certain assets to reallocate capital toward our ~~Nebraska, Iowa~~current growth initiatives. We are focused on generating stable and ~~Minnesota plants to the Summit Carbon Solutions Midwest Carbon Express project to capture~~growing operating margins through our business segments and store carbon dioxide produced through the fermentation process. In total, eight of our biorefineries have entered into long-term carbon offtake agreements, which will lower greenhouse gas emissions through the capturing and storing of carbon dioxide at each of the biorefineries, significantly lowering their carbon intensity. This project is expected to be completed in 2024.

risk management strategy.

Our profitability is highly dependent on commodity prices, particularly for ethanol, ~~industrial alcohol,~~ distillers grains, renewable corn oil, soybean meal, 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 profitability could be significantly impacted by price movements of the aforementioned ~~commodities, specifically including market volatility related~~commodities.

Recent Developments

On April 17, 2023, during routine maintenance on a whole stillage tank, we experienced an explosion at our Wood River, Nebraska facility, which resulted in the fatality of one employee as well as another employee being critically injured. The plant was not operating at the time of the explosion. We continue to ~~corn as~~work with various regulatory agencies, state and local authorities and our insurance providers in investigating the cause and impact of the incident. We do not currently believe the incident will have a ~~result of current geopolitical events, including the war in Ukraine.~~

~~Recent Developments~~

~~New Financing to Replace Existing Working Capital Facilities~~

~~On March 25, 2022, Green Plains Finance Company, Green Plains Grain and Green Plains Trade, all of which are~~

material impact on our consolidated financial statements.

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~~wholly owned subsidiaries, together with the company, as guarantor,~~ entered into a five-year, $350.0 million senior secured sustainability-linked revolving Loan and Security Agreement (the “Facility”) with a group of financial institutions led by ING Capital LLC (“ING”) as Agent and ING, PNC Capital Markets LLC, Fifth Third Bank, National Association, Bank of America, N.A. and BMO Harris Bank, N.A., as Joint Lead Arrangers. This transaction refinanced the separate credit facilities previously held by Green Plains Grain and Green Plains Trade. The Facility matures on March 25, 2027.

Results of Operations

During the first quarter of ~~2022,~~2023, we experienced a weak ethanol margin environment due in part to ~~industry overproduction, combined with larger ethanol stocks, and a surge in COVID variants that hindered driving demand.~~historically high physical corn basis levels across our entire platform. We maintained an average utilization rate of approximately ~~83.1%~~87.5% of capacity, resulting in ethanol production of ~~196.3~~206.7 mmg for the first quarter of ~~2022,~~2023, compared with ~~178.0~~196.3 mmg, or ~~71.1%~~83.1% of capacity, for the same quarter last year. ~~The increase in the average utilization rate was primarily due to nearing the completion of our plant modernization and upgrade program during the current quarter.~~ Our operating strategy is to transform our company to a value-add agricultural technology company. ~~However, in~~Depending on the ~~current~~margin environment, we may ~~continue to~~ exercise operational discretion that results in reductions in ~~production. Additionally, we may operate at less than our capacity resulting in lower~~ production ~~rates due to various construction projects.~~volumes. It is possible that ~~production~~throughput volumes could be below our minimum volume commitments made to the partnership in the future, depending on various factors that drive each biorefineries variable

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contribution margin, including future driving and gasoline demand for the ~~industry.~~industry, demand for valuable coproducts we produce, and the supply and pricing of renewable feedstocks needed to operate our biorefineries. We are currently producing Ultra-High Protein at ~~two~~five locations and ~~have also deployed~~we are deploying the FQT ~~MSC~~^TM ~~Ultra-High Protein process~~MSC™ technology at ~~three~~select additional locations ~~which we expect to be operational by the middle to last half of 2022. We are striving to deploy the MSC™ protein technology~~ across our platform to ~~take advantage of the world’s~~help meet growing global demand for protein feed ingredients and low-carbon renewable corn oil.

U.S. Ethanol Supply and Demand

According to the EIA, domestic ethanol production averaged ~~1.02~~1.01 million barrels per day during the first quarter of ~~2022,~~2023, which was ~~12.5% higher~~1.0% lower than the ~~0.91~~1.02 million barrels per day for the same quarter last year. Refiner and blender input volume ~~increased 6.1% to 840~~was 853 thousand barrels per day for the first quarter of ~~2022,~~2023, compared with ~~792~~840 thousand barrels per day for the same quarter last year. Gasoline demand ~~increased 0.5 million barrels per day, or 6.3% during~~for the first quarter of ~~2022 compared to~~2023 was in line with the prior ~~year.~~year quarter at 8.6 million barrels per day. U.S. domestic ethanol ending stocks ~~increased~~decreased by approximately ~~5.4~~1.4 million barrels compared to the prior year, or ~~25.6%~~5.3%, to ~~26.5~~25.1 million barrels as of March 31, ~~2022.~~2023. As of ~~March 31, 2022,~~this filing, according to Prime the Pump, there were approximately ~~2,630 retail stations selling E15 in 31 states, up from 2,555~~386 suppliers at ~~the beginning of the year, and 267~~113 pipeline terminal locations now offering E15 to wholesale customers.

Global Ethanol Supply and Demand

According to the USDA Foreign Agriculture Service, domestic ethanol exports through February 28, ~~2022,~~2023, were approximately ~~267~~222 mmg, ~~in line with~~down from the ~~266~~267 mmg for the same period of ~~2021.~~2022. Canada was the largest export destination for U.S. ethanol accounting for ~~25%~~40% of domestic ethanol export ~~volume. India,~~volume, driven in part by their national clean fuel standard. The United Kingdom, South Korea, ~~Brazil~~the Netherlands, and Mexico accounted for ~~17%~~12%, 11%, 8%5% and 7%5%, respectively, of U.S. ethanol exports. We currently estimate that net ethanol exports will range from 1.3 to 1.5 billion gallons in ~~2022,~~2023, based on historical demand from a variety of countries and certain countries that seek to improve their air quality, reduce greenhouse gas emissions through low carbon fuel programs and eliminate MTBE from their own fuel supplies.

The strength of the U.S. Dollar relative to other currencies has the potential to adversely impact the U.S. ethanol competitiveness in the global market.

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~~products we handle. Over the years, various bills and amendments have been proposed in the House and Senate, which would eliminate the RFS entirely, eliminate the corn based ethanol portion of the mandate, and make it more difficult to sell fuel blends with higher levels of ethanol. Bills have also been introduced to require higher levels of octane blending, and require car manufacturers to produce vehicles that can operate on higher ethanol blends. 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 and related regulations can have a significant impact on the actual amount of ethanol and other biofuels blended into the domestic fuel supply.

Federal mandates and state-level clean fuel programs 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 the fuel supply, supporting agricultural production and reducing the country’s dependence on foreign oil. Consumer acceptance of ~~FFV~~FFVs and higher ethanol blends in non-FFVs may be necessary before ethanol can achieve further growth in the U.S. light duty surface transportation fleet market share. In addition, expansion of clean fuel programs in other states and countries, or a national LCFS could increase the demand for ethanol, depending on how they are structured. Incentives for automakers to produce FFVs phased out in 2020, and the EPA's recently proposed Corporate Average Fuel Economy (CAFE) standards further incentivize EV production, with the administration's stated goal of having two-thirds of vehicles sold in 2032 be EVs. Sales of EVs in the U.S. were close to 300,000 vehicles in the first quarter of 2023, which represented approximately 8.4% of new vehicles sales. Transition of the light duty surface transportation fleet from internal combustion engines to EVs could decrease the demand for ethanol.

The Inflation Reduction Act of 2022, which was signed into law on August 16, 2022, is a sweeping policy that could have many potential impacts on our business which we are continuing to evaluate. The legislation (1) created a new Clean Fuel Production Credit, section 45Z of the Internal Revenue Code, which runs from 2025 to 2027 of $1.00 per gallon, which could impact our fuel ethanol, depending on the level of GHG reduction for each gallon; (2) created a new tax credit for SAF of $1.25 to $1.75 per gallon, depending on the GHG reduction for each gallon, that could possibly involve some of our low carbon ethanol through an ATJ pathway, depending on the life cycle analysis model being used (this credit expires after 2024 and shifts to the 45Z Clean Fuel Production Credit, where it ~~is structured.~~

qualifies for between $0.00 and $1.75 per gallon); (3) expanded the carbon capture and sequestration credit, section 45Q of the Internal Revenue Code, to $85 for each ton of

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carbon sequestered, which could impact our carbon capture partnership and other potential carbon capture investments, though it cannot be claimed in conjunction with the 45Z Clean Fuel Production Credit, which could prove to be more valuable; (4) extended the biodiesel tax credit, which could impact our renewable corn oil values, as this co-product serves as a low-carbon feedstock for renewable diesel and biomass based diesel production (this credit expires after 2024 and shifts to the 45Z Clean Fuel Production credit, where all non-SAF fuels qualify for up to $1.00 per gallon); (5) funded biofuel blending infrastructure by $500 million, which could impact the availability of higher level ethanol blended fuel; (6) increased funding for working lands conservation programs for farmers by $20 billion; and (7) provided credits for the production and purchase of electric vehicles, which could impact the amount of internal combustion engines built and sold longer term, and by extension impact the demand for liquid fuels including ethanol. There are numerous additional clean energy credits included in this law, including investment tax credits for construction of clean energy infrastructure, that could impact us and our overall competitiveness. Regulatory rulemaking for the administration of these programs is underway, and the final regulations could impact many aspects of our business.

The RFS sets a floor for biofuels use in the United States. When the RFS was established in 2010, the required volume of conventional, or corn-based, ethanol to be blended with gasoline was to increase each year until it reached 15 billion gallons in 2015, which left the EPA to address existing limitations in both supply and demand. As of ~~this filing,~~March 31, 2023, the EPA has proposed ~~reducing~~RVOs for 2023, 2024 and 2025, setting the implied conventional ethanol ~~RVOs for 2020 and 2021 to reflect lower fuel demand during the pandemic, and proposed the statutory 15~~levels at 15.25 billion gallons for ~~2022.~~

~~According~~each year, inclusive of 250 million gallons of supplemental volume in 2023 to reflect a court-ordered remand of a previously lowered RVO. The EPA also proposed a modest increase in biomass based diesel volumes over the ~~RFS, if mandatory renewable fuel volumes are reduced by at least 20% for two consecutive~~three 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 RVO was more than 20% below the statutory volume 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, in late 2019, the EPA announced it would not be moving forward with a ~~reset rulemaking~~large increase in ~~2020. It is unclear when or if~~advanced biofuels for 2024 and 2025, which they expect to be fulfilled by e-RINs for electric vehicles. The EPA has agreed to a consent decree from the ~~current EPA will propose a reset rulemaking, though they have stated~~U.S. District Court for D.C. to finalize an ~~intention to propose a post 2022 set rulemaking as required~~RVO for 2023 (and possibly 2024 and 2025) by ~~law.~~

June 14, 2023.

Under the RFS, RINs and SREs are important tools impacting supply and demand. The EPA assigns individual refiners, blenders, and importers the volume of renewable fuels they are obligated to use in each annual RVO based on their percentage of total production of domestic transportation fuel sales. Obligated parties use RINs to show compliance with the RFS mandated volumes. Ethanol producers assign RINs to each gallon of renewable ~~fuels~~fuel they produce 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~~can affect the price of ethanol in certain markets and can influence purchasing decisions by obligated parties. Of note, the RIN mechanism for proposed e-RINs could vary from the traditional process.

As it relates to SREs, 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 aan SRE which, if approved, waives their portion of the annual RVO requirements. The EPA, through consultation with the DOE and the USDA 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 the 2016, 2017 and 2018 reporting years than they had in prior years, totaling 790 mmg 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 mandated volumes for those compliance years by those amounts respectively, and as a result, RIN values declined significantly. In the waning days of the previous administration, the EPA approved three additional SREs, reversing one denial from 2018 and granting two from 2019. A total of 88 SREs were granted under the ~~Trump Administration, totaling~~previous administration, erasing a total 4.3 billion gallons of potential blending ~~demand erased. The EPA, under~~demand. Under the current administration, the EPA reversed the three SREs issued in the final weeks of the previous administration, and in conjunction with the RVO rulemaking ~~they proposed~~for 2020, 2021, and 2022, denied all pending SREs; however, the EPA allowed for so-called "alternative compliance" for these refineries, which in practice waives their blending obligations for those years. The EPA has reiterated their stance on denying all ~~pending SREs. There~~SRE applications in the proposed 2023, 2024 and 2025 RVO rulemaking, and there are multiple on-going legal challenges to how ~~the EPA has~~they have handled SREs and RFS rulemakings. On April 22, 2022, the U.S. District Court for D.C. approved a consent decree agreement between Growth Energy and EPA that requires the agency to finalize the RVO proposals by no later than June 3, 2022.

The One-Pound Waiver, which was extended in May 2019 to allow E15 to be sold year-round to all vehicles model year 2001 and newer, was challenged in an action filed in Federal District Court for the D.C. Circuit. On July 2, 2021, the Circuit Court vacated the EPA’s rule so the future of summertime, defined as June 1 to September 15, sales of E15 ~~to non-FFVs~~ is uncertain. The Supreme Court declined to hear a challenge to this ruling. On April 12, 2022, the President announced that he ~~has~~had directed the EPA to issue an emergency waiver to allow for the continued sale of E15 during the summer months, and that the temporary waiver should be extended as long as the gasoline supply emergency lasts. As of this filing, the administration has announced they will take the same approach with emergency waivers for the 2023 summer driving season. The EPA has also instigated regulatory rulemaking to allow for the elimination of the One-Pound Waiver for E10 in several Midwestern states in time for the 2024 summer driving season, which would have the practical effect of allowing for E15 isto be sold ~~year-round~~year round in ~~31 states.~~the following states: Illinois, Iowa, Minnesota, Missouri, Nebraska, Ohio, South Dakota and Wisconsin.

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In October 2019, 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. The USDA rolled out the Higher Blend Infrastructure Incentive Program in the summer of 2020, providing competitive grants to fuel terminals and retailers for installing equipment for dispensing higher blends of ethanol and biodiesel. In December 2021, the USDA announced ~~they~~it would administer another infrastructure grant program. ~~Congress is considering legislation that would provide~~The Inflation Reduction Act, signed into law in 2022, provided for an additional ~~$1 billion~~$500 million in USDA grants for biofuel infrastructure from 2022 to ~~2031.~~

2031, though all the funds could be awarded in the first few years of the program.

To respond to COVID-19 health crisis and attempt to offset the subsequent economic damage, Congress passed multiple relief measures, most notably the CARES Act in March 2020, which created and funded multiple programs that have impacted our industry. The CARES Act also allowed for certain net operating loss carrybacks, which has allowed us to receive certain tax refunds. In December 2020, Congress passed and then the President signed into law an annual spending package coupled with another COVID relief bill which included additional funds for the Secretary of Agriculture to distribute

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to those impacted by the pandemic. The language of the bill specifically ~~includes~~included biofuels producers as eligible for some of this aid, and in ~~June of 2021,~~May 2022, the USDA ~~announced a $700.0 million Biofuel Producer Program to distribute these~~distributed funds to ~~impacted producers~~us in the amount of $27.7 million pursuant to this bill.

Environmental and Other Regulation

Our operations are subject to environmental regulations, including those that govern the handling and release of ethanol, ~~biodiesel~~crude oil and other ~~renewable fuels,~~liquid hydrocarbon materials. Compliance with existing and ~~they provided~~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 our facilities, which are regulated by the ~~specifics~~Occupational Safety and Health Administration.

The U.S. ethanol industry relies heavily on tank cars to deliver its product to market. In 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 ~~application process in December~~severity of ~~2021. Applications were due in February 2022,~~accidents and new operational protocols. The rule has increased the ~~USDA has indicated they will calculate and distribute payments~~lease costs for railcars in the ~~first half~~short term and may increase the lease costs long term, which will in turn result in an increase in the fees our partnership charges for railcar capacity. The deadline for compliance with DOT specification 117 is May 1, 2023. As of ~~2022.~~

~~Comparability of~~March 31, 2023, our ~~Financial Results~~

partnership's fleet was DOT 117 compliant.

Comparability

There are various events that could affect comparability of our operating results, including increased production rates from ~~2022~~2023 to ~~2021, including~~2022.

Segment Results

We report the financial and operating performance for the following three operating segments: (1) ethanol production, ~~rates~~which includes the production of ethanol, distillers grains, Ultra-High Protein and ~~the disposition of our Ord, Nebraska plant in March 2021.~~

renewable 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, renewable corn oil, natural gas and other commodities, and (3) 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, Ultra-High Protein, and renewable 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.

Table of ~~assets.~~ Contents

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.

~~As of March 31, 2022, we, together with our subsidiaries,~~ ~~own a 48.9% limited partner interest and a 2.0% general partner interest in the partnership and own all of the partnership’s incentive distribution rights, with the remaining 49.1% limited~~ partner interest owned by public common unitholders. We consolidate the financial results of the partnership, and record a noncontrolling interest for the economic interest in the partnership held by the public common unitholders.

~~Segment Results~~

The selected operating segment financial information ~~are~~is as follows (in thousands):


	Three Months Ended ‎March 31,				%		Three Months Ended March 31,				% Variance
	2022		2021		Variance		2023		2022
Revenues:
Ethanol production:
Revenues						Revenues
Ethanol production						Ethanol production
Revenues from external customers	$	637,553	$	423,722	50.5%	Revenues from external customers	$	695,494	$	637,553	9.1%
Intersegment revenues		-		-	*	Intersegment revenues	—		—		—
Total segment revenues		637,553		423,722	50.5	Total segment revenues	695,494		637,553		9.1
Agribusiness and energy services:
Agribusiness and energy services						Agribusiness and energy services
Revenues from external customers		142,877		128,821	10.9	Revenues from external customers	136,336		142,877		(4.6)
Intersegment revenues		5,835		5,123	13.9	Intersegment revenues	6,050		5,835		3.7
Total segment revenues		148,712		133,944	11.0	Total segment revenues	142,386		148,712		(4.3)
Partnership:
Partnership						Partnership
Revenues from external customers		1,005		1,097	(8.4)	Revenues from external customers	1,119		1,005		11.3
Intersegment revenues		18,095		19,309	(6.3)	Intersegment revenues	19,656		18,095		8.6
Total segment revenues		19,100		20,406	(6.4)	Total segment revenues	20,775		19,100		8.8
Revenues including intersegment activity		805,365		578,072	39.3	Revenues including intersegment activity	858,655		805,365		6.6
Intersegment eliminations		(23,930)		(24,432)	(2.1)	Intersegment eliminations	(25,706)		(23,930)		7.4
Revenues as reported	$	781,435	$	553,640	41.1%
							$	832,949	$	781,435	6.6%

‎


	Three Months Ended March 31,				% Variance
	2023		2022
Cost of goods sold
Ethanol production	$	716,947	$	661,560	8.4%
Agribusiness and energy services	133,280		134,439		(0.9)
Intersegment eliminations	(25,222)		(23,490)		7.4
	$	825,005	$	772,509	6.8%


	Three Months Ended March 31,				% Variance
	2023		2022
Gross margin
Ethanol production	$	(21,453)	$	(24,007)	(10.6)%
Agribusiness and energy services	9,106		14,273		(36.2)
Partnership	20,775		19,100		8.8
Intersegment eliminations	(484)		(440)		10.0
	$	7,944	$	8,926	(11.0)%

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	Three Months Ended March 31,				% Variance
	2023		2022
Operating income (loss)
Ethanol production (1)	$	(53,362)	$	(51,158)	4.3%
Agribusiness and energy services	4,126		10,408		(60.4)
Partnership	11,896		11,809		0.7
Intersegment eliminations	(484)		(440)		10.0
Corporate activities	(18,716)		(18,521)		1.1
	$	(56,540)	$	(47,902)	18.0%

Three Months Ended
‎March 31,
%
2022
2021
Variance
Cost of goods sold:
Ethanol production
$
661,560
$
415,525
59.2%
Agribusiness and energy services
134,439
116,074
15.8
Intersegment eliminations
(23,490)
(22,366)
5.0
$
772,509
$
509,233
51.7%

Three Months Ended
‎March 31,
%
2022
2021
Variance
Operating income (loss):
Ethanol production ⁽¹⁾
$
(51,158)
$
(20,320)
151.8%
Agribusiness and energy services
10,408
13,346
(22.0%)
Partnership
11,809
12,871
(8.3)
Intersegment eliminations
(440)
(2,066)
(78.7)
Corporate activities ⁽²⁾
(18,521)
27,516
*
$
(47,902)
$
31,347
*%

(1)Operating loss for ethanol production includes an inventory lower of cost or net realizable value adjustment of $13.2 million for the three months ended March 31, 2022.

~~(2)Corporate activities for the three months ended March 31, 2021 included a $36.9 million pretax gain on sale of assets.~~


	Three Months Ended ‎March 31,				%		Three Months Ended March 31,				% Variance
	2022		2021		Variance		2023		2022
Depreciation and amortization:
Depreciation and amortization						Depreciation and amortization
Ethanol production	$	18,432	$	18,528	(0.5%)	Ethanol production	$	22,938	$	18,432	24.4 %
Agribusiness and energy services		464		607	(23.6)	Agribusiness and energy services	813		464		75.2
Partnership		898		887	1.2	Partnership	816		898		(9.1)
Corporate activities		605		659	(8.2)	Corporate activities	819		605		35.4
	$	20,399	$	20,681	(1.4%)		$	25,386	$	20,399	24.4 %

* Percentage variance not considered meaningful.

We use EBITDA, ~~and~~ adjusted EBITDA, and segment 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 and debt issuance costs. Adjusted EBITDA includes adjustments related to ~~gains or losses on sale of assets and~~ our proportional share of EBITDA adjustments of our equity method investees. We believe EBITDA, adjusted EBITDA and ~~adjusted~~segment EBITDA are useful measures to compare our performance against other companies. ~~EBITDA and adjusted EBITDA~~These measures should not be considered an alternative to, or more meaningful than, net income, which is prepared in accordance with GAAP. EBITDA, adjusted EBITDA, and ~~adjusted~~segment EBITDA calculations may vary from company to company. Accordingly, our computation of EBITDA, adjusted EBITDA, and ~~adjusted~~segment EBITDA may not be comparable with a similarly titled measure of other companies.

‎

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The following table reconciles net loss including noncontrolling interest to adjusted EBITDA (in thousands):


	Three Months Ended ‎March 31,					Three Months Ended March 31,						% Variance
	2022		2021			2023			2022
Net loss	$	(55,872)	$	(1,979)	Net loss	$	(66,249)		$	(55,872)		18.6%
Interest expense ⁽¹⁾		8,806		31,679	9,738			8,806			10.6
Income tax expense (benefit)		(1,153)		1,862	Income tax expense (benefit)	3,429			(1,153)			*
Depreciation and amortization ⁽²⁾⁽¹⁾		20,399		20,681	25,386			20,399			24.4
EBITDA		(27,820)		52,243	EBITDA	(27,696)			(27,820)			(0.4)
Gain on sale of assets, net		-		(36,893)
Proportional share of EBITDA adjustments to equity method investees		45		44	Proportional share of EBITDA adjustments to equity method investees	45			45			—
Adjusted EBITDA	$	(27,775)	$	15,394	Adjusted EBITDA	$	(27,651)		$	(27,775)		(0.4)%

(1)~~Interest expense for the three months ended March 31, 2021 includes a loss upon extinguishment~~Excludes amortization of ~~convertible notes of $22.1 million.~~

~~(2)Excludes the change in~~ operating lease right-of-use assets and amortization of debt issuance costs.

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The following table reconciles segment EBITDA to consolidated adjusted EBITDA (in thousands):


	Three Months Ended March 31,				% Variance
	2023		2022
Adjusted EBITDA
Ethanol production (1)	$	(30,267)	$	(32,726)	(7.5)%
Agribusiness and energy services	5,227		10,723		(51.3)
Partnership	12,947		12,882		0.5
Intersegment eliminations	(484)		(919)		(47.3)
Corporate activities	(15,119)		(17,780)		(15.0)
EBITDA	(27,696)		(27,820)		(0.4)
Proportional share of EBITDA adjustments to equity method investees	45		45		—
	$	(27,651)	$	(27,775)	(0.4)%

Three Months Ended
‎March 31,
%
2022
2021
Variance
Adjusted EBITDA:
Ethanol production ⁽¹⁾
$
(32,726)
$
(1,789)
*%
Agribusiness and energy services
10,723
13,951
(23.1)
Partnership
12,882
13,933
(7.5)
Intersegment eliminations
(919)
(2,066)
(55.5)
Corporate activities ⁽²⁾
(17,780)
28,214
*
EBITDA
(27,820)
52,243
*
Gain on sale of assets, net
-
(36,893)
*
Proportional share of EBITDA adjustments to equity method investees
45
44
2.3
Adjusted EBITDA
$
(27,775)
$
15,394
*%

(1)~~Includes~~Ethanol production includes an inventory lower of cost or net realizable value adjustment of $13.2 million for the three months ended March 31, 2022.

~~(2)Includes corporate expenses, offset by~~

* Percentage variance not considered meaningful.

Three Months Ended March 31, 2023 Compared with the ~~gain on sale of assets of $36.9~~Three Months Ended March 31, 2022

Consolidated Results

Consolidated revenues increased $51.5 million for the three months ended March 31, ~~2021.~~

* Percentage variance not considered meaningful.

~~Three Months Ended March 31, 2022 Compared~~2023 compared with the ~~Three Months Ended March 31, 2021~~

~~Consolidated Results~~

~~Consolidated~~same period in 2022 primarily due to higher volumes sold on ethanol, distillers grains including Ultra-High Protein, and renewable corn oil, as well as higher average selling prices on distillers grains including Ultra-High Protein, offset by lower average selling prices on ethanol and renewable corn oil within our ethanol production segment as described below. Revenues were also slightly offset by lower revenues within our agribusiness and energy services segment as a result of decreased trading volumes and margins.

Net loss increased ~~$227.8~~$10.4 million for the three months ended March 31, ~~2022 compared with the same period in 2021 primarily due to higher prices on ethanol, distillers grains and corn oil and increased trading revenues within our agribusiness and energy services segment.~~

~~Operating loss increased $79.2 million and adjusted EBITDA decreased $43.2 million for the three months ended March 31, 2022~~2023 compared with the same period last year primarily due to ~~decreased~~lower agribusiness and energy services segment trading margins ~~on ethanol production. Interest expense decreased $22.9~~as well as higher depreciation expense. Adjusted EBITDA increased $0.1 million for the three months ended March 31, ~~2022 compared with the same period in 2021 primarily due to the loss upon extinguishment of convertible notes of $22.1~~2023. Interest expense increased $0.9 million for the three months ended March 31, ~~2021.~~2023 compared with the same period in 2022 primarily due to higher interest rates on floating rate debt and reduced capitalized interest as certain projects have been completed. Income tax ~~benefit~~expense was ~~$1.2~~$3.4 million for the three months ended March 31, ~~2022,~~2023, compared with income tax ~~expense~~benefit of ~~$1.9~~$1.2 million for the same period in ~~2021~~2022 primarily due to an increase in the ~~release of a~~ valuation allowance recorded against ~~decreases in~~ certain deferred tax assets for the three months ended March 31, ~~2022, compared to a decrease of the valuation allowance recorded against certain deferred tax assets during the three months ended March 31, 2021.~~

2023.

The following discussion provides greater detail about our first quarter segment performance.

‎

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Ethanol Production Segment

Key operating data for our ethanol production segment is as follows:


	Three Months Ended March 31,				Three Months Ended March 31,
	2022	2021	% Variance		2023	2022	% Variance

Ethanol sold				Ethanol sold
(thousands of gallons)	196,348	178,000	10.3%	(thousands of gallons)	206,880	196,348	5.4%
Distillers grains sold				Distillers grains sold
(thousands of equivalent dried tons)	516	465	11.0	(thousands of equivalent dried tons)	482	504	(4.4)
Corn oil sold
Ultra-High Protein sold				Ultra-High Protein sold
(thousands of tons)				(thousands of tons)	52	12	333.3
Renewable corn oil sold				Renewable corn oil sold
(thousands of pounds)	59,295	46,563	27.3	(thousands of pounds)	68,011	59,295	14.7
Corn consumed				Corn consumed
(thousands of bushels)	68,304	62,505	9.3%	(thousands of bushels)	71,235	68,304	4.3%

Revenues in our ethanol production segment increased ~~$213.8~~$57.9 million for the three months ended March 31, ~~2022~~2023 compared with the same period in ~~2021,~~2022, primarily due to higher ~~volumes sold and higher prices of~~ ethanol, distillers grains including Ultra-High Protein, and renewable corn ~~oil.~~oil volumes sold, resulting in increased revenues of $25.9 million, $3.6 million and $6.0 million, respectively, as well as higher weighted average selling prices on distillers grains including Ultra-High Protein, resulting in increased revenues of $27.1 million, offset by lower weighted average selling prices on ethanol and renewable corn oil resulting in decreased revenues of $3.0 million and $2.6 million, respectively.

Revenues also increased as a result of hedging activities

by $3.8 million.

Cost of goods sold ~~for~~in our ethanol production segment increased ~~$246.0~~$55.4 million for the three months ended March 31, ~~2022~~2023 compared with the same period last year primarily due to higher weighted average corn prices and higher corn volumes processed, resulting in increased costs of $63.5 million and $17.9 million, respectively, offset by lower hedging activities resulting in decreased cost of goods sold of $59.3 million. The remainder of the increase was primarily driven by higher utilities and ~~corn costs.~~ freight of $21.1 million.

Operating loss in our ethanol production segment increased ~~$30.8 million and EBITDA decreased $30.9~~$2.2 million for the three months ended March 31, ~~2022~~2023 compared with the same period in ~~2021~~2022 primarily due to ~~decreased~~increased depreciation expense of $4.5 million as a result of completion of various projects, offset by increased margins ~~on ethanol production~~ as ~~well as an inventory lower of cost or net realizable value adjustment of $13.2 million.~~outlined above. Depreciation and amortization expense for the ethanol production segment was ~~$18.4~~$22.9 million for the three months ended March 31, ~~2022,~~2023, compared with ~~$18.5~~$18.4 million for the same period last ~~year.~~

year, with the increase primarily due to Ultra-High Protein assets placed in service.

Agribusiness and Energy Services Segment

Revenues in our agribusiness and energy services segment ~~increased $14.8~~decreased $6.3 million while operating income also decreased ~~$2.9 million and EBITDA decreased $3.2~~$6.3 million for the three months ended March 31, ~~2022~~2023, compared with the same period in ~~2021.~~2022. The ~~increase~~decrease in revenues was primarily due to ~~an increase~~a decrease in ethanol ~~distillers grain~~ and renewable corn oil trading ~~activity driven by higher prices.~~volumes as well as decreased trading margins for distillers grains. Operating income ~~and EBITDA~~ decreased primarily as a result of lower trading ~~margins.~~

margins driven by market volatility in our distillers grains flows and natural gas storage.

Partnership Segment

Revenues generated by our partnership segment ~~decreased $1.3~~increased $1.7 million for the three months ended March 31, ~~2022,~~2023 compared with the same period for ~~2021.~~2022. Storage and throughput services revenue ~~decreased $0.7~~was consistent with the prior year. Railcar transportation services revenue increased $1.7 million primarily due to ~~a reduction~~an increase in ~~the contracted minimum volume commitment~~transportation service fees charged as a result of ~~the sale of the Ord ethanol plant in the first quarter of 2021. Railcar transportation~~upgrading our leased railcar fleet to comply with government regulations and higher railcar volumetric capacity. Terminal services revenue ~~decreased $0.4 million primarily due to a reduction in average volumetric capacity provided. Trucking~~as well as trucking and other revenue ~~decreased $0.3 million primarily as a result of lower affiliate freight volume.~~ were consistent with the prior year. Operating income ~~and EBITDA both decreased $1.1 million for the three months ended~~ ~~March 31, 2022~~ ~~compared with the same period in 2021.~~

~~Intersegment Eliminations~~

~~Intersegment eliminations of revenues decreased by $0.5~~increased $0.1 million for the three months ended March 31, ~~2022~~2023 compared with the same period in ~~2021 primarily due to decreased partnership revenues.~~2022.

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~~Corporate Activities~~

~~Operating income was impacted~~

Intersegment Eliminations

Intersegment eliminations of revenues increased by ~~a decrease in corporate activities of $46.0~~$1.8 million for the three months ended March 31, ~~2022~~2023, compared towith the same period in ~~2021,~~2022 primarily due to increased railcar fees paid to the ~~$36.9 million gain on sale of assets recorded in the same period last year as well as increased personnel costs and professional fees during~~partnership segment.

Corporate Activities

Corporate activities for the three months ended March 31, 2023 were consistent with the same period in 2022.

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Income Taxes

We recorded income tax expense of $3.4 million for the three months ended March 31, 2023, compared with income tax benefit of $1.2 million for the ~~three months ended March 31, 2022, compared with income tax expense of $1.9 million for the~~ same period in ~~2021.~~ 2022. The ~~decrease~~increase in the amount of tax expense recorded for the three months ended March 31, ~~2022~~2023 was primarily due to ~~a decrease~~an increase in the valuation allowance recorded against certain deferred tax ~~assets in the period.~~

~~Income (Loss) from Equity Method Investees~~

~~Income (loss) from equity method investees decreased $1.0 million for the three months ended March 31, 2022 compared with the same period last year.~~

assets.

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 ~~the~~ issuance of senior notes or equity. Our ability to access capital markets for debt ~~financing~~ under reasonable terms depends on ~~numerous factors, including~~ our ~~past performance, current~~ financial condition, credit ~~risk profile~~ratings and market ~~conditions generally.~~conditions. We believe that our ability to obtain financing at reasonable rates based on these factors remains sufficient and provides a solid foundation to meet our future liquidity and capital resource requirements.

On March 31, ~~2022,~~2023, we had ~~$509.2~~$354.2 million in cash and cash equivalents ~~excluding restricted cash. Additionally, we had $95.1~~and $54.1 million in restricted ~~cash and $24.9 million in marketable securities at March 31, 2022.~~cash. We also had ~~$45.0~~$159.0 million available under our committed revolving credit agreement, subject to restrictions ~~and~~or other lending conditions. Funds at certain subsidiaries are generally required for their ongoing operational needs and restricted from distribution. At March 31, ~~2022,~~2023, our subsidiaries had approximately ~~$108.8~~$118.7 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 was ~~$162.5~~$117.0 million for the three months ended March 31, ~~2022~~2023, compared with net cash ~~provided~~ used in operating activities of ~~$37.0~~$162.5 million for the same period in ~~2021. Operating~~2022. Net cash used in operating activities compared to the prior year were primarily affected by increases in cash used related to accounts payables, offset by decreases in cash used related to accounts receivable and inventories. Net cash used in investing activities was $35.4 million for the three months ended March 31, 2023, compared with net cash provided by investing activities of $37.9 million for the same period in 2022. Investing activities compared to the prior year were primarily affected by ~~a higher net loss due to weak ethanol crush margins as well as increases in inventory of $46.1 million primarily due to higher ethanol inventory when compared to~~ the same period of the prior year. Net cash provided by investing activities was $37.9 million for the three months ended March 31, 2022 compared with net cash provided by investing activities of $42.3 million for the same period in 2021. Investing activities compared to the prior year were primarily affected by proceeds from the sale of marketable securities during the first quarter of 2022, ~~and proceeds from the sale~~offset by increased cash provided by lower purchases of fixed assets ~~during~~compared to the same period in ~~2021.~~the prior year. Net cash provided by financing activities was ~~$167.9~~$60.5 million for the three months ended March 31, ~~2022~~2023, compared with net cash ~~used in~~provided by financing activities of ~~$374.3~~$167.9 million for the same period in ~~2021,~~2022, primarily due to higher debt proceeds ~~from~~as a result of changes in our debt structure in the ~~issuance~~first quarter of ~~common stock and debt offerings during 2021.~~2022.

Additionally, Green Plains Finance Company, Green Plains Trade, Green Plains Grain and Green Plains Commodity Management 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 approximately ~~$62.0~~$32.6 million during the three months ended March 31, ~~2022,~~2023, primarily for ~~Ultra High-Protein~~Ultra-High Protein expansion ~~projects~~projects at ~~various facilities~~Mount Vernon and Obion, the clean sugar expansion project at Shenandoah and for various ~~maintenance~~other capital projects. Capital spending for the remainder of ~~2022~~2023 is expected to be between ~~$190.0~~$120.0 million and ~~$240.0~~$160.0 million, which is subject to review prior to the initiation of any project. The estimate includes additional expenditures to deploy FQT's MSCTM and FQT's CSTTM technology, as well as expenditures for various other capital projects, ~~including the Ultra High-Protein expansion at our Obion, Central City and Mount Vernon locations,~~ which are expected to be financed with cash on hand and by cash provided by operating activities.

Our business is highly sensitive to the price of commodities, particularly for corn, ethanol, distillers grains, Ultra-High Protein, renewable 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

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positions. 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.

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~~For each calendar quarter commencing with the quarter ended September 30, 2015, the~~The partnership agreement requires the partnership to distribute all available cash, as defined, to its partners, including us, within 45 days after the end of each calendar quarter. Available cash generally means all cash and cash equivalents on hand at the end of that quarter less cash reserves established by the general partner, including those for future capital expenditures, future acquisitions and anticipated future debt service requirements, plus all or any portion of the cash on hand resulting from working capital borrowings made subsequent to the end of that quarter.

Our board of directors authorized a share repurchase program of up to $200.0 million of our common stock. 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~~.notice. We did not repurchase any shares of common stock during the first quarter of ~~2022.~~2023. To date, we have repurchased ~~7,396,936~~7.4 million shares of common stock for approximately $92.8 million under the program.

We believe we have sufficient working capital for our existing operations. 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

For additional information related to our debt, see Note 87 – Debt included as part of the notes to consolidated financial statements and Note 12 – Debt included as part of the notes to consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, ~~2021.~~2022.

We were in compliance with our debt covenants at March 31, ~~2022.~~2023. 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.

~~As outlined in~~ ~~Note 8 - Debt~~, we use LIBOR as a reference rate for various credit facilities. The administrator of LIBOR ceased the publication of the one week and two month LIBOR settings immediately following the LIBOR publication on December 31, 2021, and the remaining USD LIBOR settings immediately following the LIBOR publication on June 30, 2023. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rate Committee, a steering committee comprised of large U.S. financial institutions, is considering replacing U.S. dollar LIBOR with a new reference rate, the SOFR, calculated using short-term repurchase agreements backed by Treasury securities. The potential effect of any such event on interest expense cannot yet be determined.

Corporate Activities

In March 2021, we issued $230.0 million of 2.25% convertible senior notes due in 2027, or the 2.25% notes. The 2.25% notes bear interest at a rate of 2.25% per year, payable on March 15 and September 15 of each ~~year, beginning September 15, 2021.~~year. The initial conversion rate is 31.6206 shares of ~~the company’s~~our common stock per $1,000 principal amount of 2.25% notes (equivalent to an initial conversion price of approximately $31.62 per share of ~~the company’s~~our common stock), representing an approximately 37.5% premium over the offering price of ~~the company’s~~our common stock. The conversion rate is subject to adjustment upon the occurrence of certain events, including but not limited to; the event of a stock dividend or stock split; the issuance of additional rights, options and warrants; spinoffs; the event of a cash dividend or distribution; or a tender or exchange offering. In addition, the company may be obligated to increase the conversion rate for any conversion that occurs in connection with certain corporate events, including the company’s calling the 2.25% notes for redemption. We may settle the 2.25% notes in cash, common stock or a combination of cash and common stock. At March 31, 2022, the outstanding principal balance on the 2.25% notes was $230.0 million.

In June 2019, we issued $115.0 million of 4.00% convertible senior notes due in 2024, or the 4.00% notes. 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~~

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~~our common stock.~~ The conversion rate will be subject to adjustment upon the occurrence of certain events, including but not limited to; the event of a stock dividend or stock split; the issuance of additional rights, options and warrants; spinoffs; the event of a cash dividend or distribution; or a tender or exchange offering. 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%~~2.25% notes for redemption. We may settle the ~~4.00%~~2.25% notes in cash, common stock or a combination of cash and common stock.

At March 31, 2023, the outstanding principal balance on the 2.25% notes was $230.0 million.

In June 2019, we issued $115.0 million of 4.00% convertible senior notes due in 2024, or the 4.00% notes. The 4.00% notes were 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 was 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.

During May 2021, wethe company entered into a privately negotiated agreement with certain noteholders of the ~~company’s~~company's 4.00% notes. Under this agreement, ~~3,568,705~~ 3.6 million shares of ~~our~~the company's common stock were exchanged for $51.0 million in aggregate principal amount of the 4.00% notes.

On May 25, 2022, we gave notice calling for the redemption of our outstanding 4.00% notes, totaling an aggregate principal amount of $64.0 million. The final conversion rate was increased to 66.4178 shares of common stock per $1,000

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of principal. From July 1, 2022 through July 8, 2022, the remaining $64.0 million of the 4.00% notes were converted into approximately 4.3 million shares of common stock. Common stock held as treasury shares were exchanged for the 4.00% notes. Pursuant to the guidance within ASC 470, ~~At March 31, 2022,~~Debt, we recorded the ~~outstanding principal balance on the~~exchanges as a conversion. The 4.00% notes ~~was $64.0 million.~~were retired effective July 8, 2022.

In August 2016, we issued $170.0 million of 4.125% convertible senior notes due in 2022, or 4.125% notes, which ~~are~~were senior, unsecured obligations with interest payable on March 1 and September 1 of each year. ~~The~~Prior to March 1, 2022, the 4.125% notes ~~are~~were not convertible ~~at the Holder’s option.~~unless certain conditions were satisfied. The initial conversion rate iswas 35.7143 shares of common stock per $1,000 of principal, which iswas equal to a conversion price of approximately $28.00 per share. The conversion rate will be subject to adjustment upon the occurrence of certain events, including but not limited to; the event of a stock dividend or stock split; the issuance of additional rights, options and warrants; spinoffs; the event of a cash dividend or distribution; or a tender or exchange offering. We anticipate we will settle the 4.125% notes in a combination of cash and common stock.

In March 2021, concurrent with the issuance of the 2.25% notes, we used approximately $156.5 million of the net proceeds of the 2.25% notes to repurchase approximately $135.7 million aggregate principal amount of its 4.125% notes due 2022, in privately negotiated transactions.

During August 2022, we entered into four privately negotiated exchange agreements with certain noteholders of the 4.125% notes to exchange approximately $32.6 million aggregate principal amount for approximately 1.2 million shares of our common stock. Additionally, on September 1, 2022, approximately $1.7 million aggregate principal amount of the 4.125% notes were settled through a combination of $1.7 million in cash and approximately 15 thousand shares of our common stock, and the remaining $23 thousand aggregate principal amount and accrued interest were settled in cash. The 4.125% notes were fully retired effective September 1, 2022.

Ethanol Production Segment

On February 9, 2021, Green Plains SPE LLC, a wholly-owned special purpose subsidiary and parent of Green Plains Obion and Green Plains Mount Vernon issued $125.0 million of junior secured mezzanine notes due 2026 (the "Junior Notes") with BlackRock. The Junior Notes will mature on February 9, 2026 and are secured by a pledge of the membership interests in and the real property owned by Green Plains Obion and Green Plains Mount Vernon. At March 31, ~~2022,~~2023, the outstanding principal balance was $125.0 million on the ~~4.125% notes~~loan and the interest rate was ~~$34.3 million.~~

11.75%.

Green Plains Wood River and Green Plains Shenandoah, wholly-owned subsidiaries of us, have a $75.0 million loan agreement, which matures on September 1, 2035. At March 31, 2023, the outstanding principal balance was $74.3 million on the loan and the interest rate was 6.52%.

We also have small equipment financing loans, finance leases on equipment or facilities, and other forms of debt financing.

Agribusiness and Energy Services Segment

Green Plains ~~Financing~~Finance Company, ~~has~~Green Plains Grain and Green Plains Trade have total revolving commitments of $350.0 million and an accordion feature whereby amounts available under the Facility may be increased by up to $100.0 million of new lender commitments subject to certain ~~conditions.~~conditions, due 2027. Each SOFR rate loan shall bear interest for each day at a rate per annum equal to the Term SOFR rate for the outstanding period plus a Term SOFR adjustment and an applicable margin of 2.25% to 2.50%, which is dependent on undrawn availability under the Facility. Each base rate loan shall bear interest at a rate per annum equal to the base rate plus the applicable margin of 1.25% to 1.50%, which is dependent on undrawn availability under the Facility. The unused portion of the Facility is also subject to a commitment fee of 0.275% to 0.375%, dependent on undrawn availability. At March 31, ~~2022,~~2023, the outstanding principal balance was ~~$305.0~~$191.0 million on the facility and the interest rate was ~~3.67%~~7.64%.

~~Ethanol Production Segment~~

~~On February 9, 2021,~~

Green Plains ~~SPE LLC,~~Grain has a ~~wholly-owned special purpose subsidiary~~short-term inventory financing agreement with a financial institution. The company has accounted for the agreement as short-term notes, rather than revenues, and ~~parent~~has elected the fair value option to offset fluctuations in market prices of the inventory. This agreement is subject to negotiated variable interest rates. The company had no outstanding short-term notes payable related to the inventory financing agreement as of March 31, 2023.

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Partnership Segment

Green Plains ~~Obion and~~ ~~Green Plains Mount Vernon issued $125.0 million of junior secured mezzanine notes due 2026 with BlackRockfor the purchase of all notes issued. At March 31, 2022, the outstanding principal balance was $125.0 million on the loan and the interest rate was 11.75%.~~

~~Green Plains Wood River and Green Plains Shenandoah, wholly-owned subsidiaries of the company, have~~Partners, through a ~~$75.0 million delayed draw loan agreement, which matures on September 1, 2035. At March 31, 2022, the outstanding principal balance was $75.0 million on the loan and the interest rate was 6.52%.~~

~~We also have small equipment financing loans, finance leases on equipment or facilities, and other forms of debt financing.~~

~~Partnership Segment~~

On July 20, 2021, the partnership entered into an Amended and Restated Credit Agreement (“Amended Credit Agreement”) with funds and accounts managed by BlackRock and TMI Trust Company as administrative agent creatingwholly owned subsidiary, has a ~~$60.0 million~~ term loan to fund working capital, capital expenditures and other general partnership purposes. The ~~amended~~

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term loan ~~matures~~has a maturity date of July 20, 2026. The ~~amended~~ term loan does not require any principal payments; however, the partnership has the option to prepay $1.5 million per ~~quarter beginning twelve months after the closing date.~~

quarter.

~~Under the terms of the Amended Credit Agreement, BlackRock purchased the outstanding balance of the existing notes from the previous lenders.~~ Interest on the term loan is based on 3-month LIBOR plus 8.00%, with a 0% LIBOR floor and is payable on the 15^th day of each March, June, September and December, during the term. The term ~~with~~loan is secured by substantially all of the ~~first interest payment being September 15, 2021.~~assets of the partnership.

On February 11, 2022, the ~~amended~~ term loan was modified to allow Green Plains Partners and its affiliates to repurchase outstanding notes. On the same day, the partnership purchased $1.0 million of the outstanding notes from ~~accounts and funds managed by BlackRock~~the lenders and subsequently retired the notes. As of March 31, ~~2022,~~2023, the term loan had a balance of $59.0 million and an interest rate of ~~8.83%~~13.14%.

On April 19, 2023, the term loan was amended to change the underlying floating interest rate to the three-month term SOFR rate plus a 0.26161% credit spread adjustment from three-month LIBOR, with a 0% floor. The impact of the amendment is not material to interest expense.

Effects of Inflation

We have experienced inflationary impacts on labor costs, wages, components, equipment, other inputs and services across our business and inflation and its impact could escalate in future quarters, many of which are beyond our control. Moreover, we have fixed price arrangements with our customers and are not able to pass those costs along in most instances. As such, inflationary pressures could have a material adverse effect on our performance and financial statements.

Contractual Obligations and Commitments

In addition to debt, our material future obligations include certain lease agreements and contractual and purchase commitments related to commodities, storage and transportation. Aggregate minimum lease payments under the operating lease agreements for future fiscal years as of March 31, ~~2022~~2023 totaled ~~$76.1~~$99.0 million. As of March 31, ~~2022,~~2023, we had contracted future purchases of grain, ethanol, distillers grains, natural gas, and ~~distillers grains~~renewable corn oil valued at approximately ~~$532.4~~$364.2 million and future commitments for storage and transportation valued at approximately ~~$31.4~~$24.8 million. Refer to Note 1312 – Commitments and Contingencies included in the notes to consolidated financial statements for more information.

Critical Accounting Policies and Estimates

~~Key~~

Critical accounting policies, including those relating to ~~revenue recognition, impairment of long-lived assets and goodwill,~~ derivative financial instruments, ~~and~~ accounting for income taxes, and impairment of goodwill, are impacted significantly by judgments, assumptions and estimates used in the preparation of the consolidated financial statements. Information about our critical accounting policies and estimates are included in our annual report on Form 10-K for the year ended December 31, ~~2021.~~

2022.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We use various financial instruments to manage and reduce our exposure to various market risks, including changes in commodity prices and interest rates. We conduct the majority of our business in U.S. dollars and are not currently exposed to material foreign currency risk.

Interest Rate Risk

We are exposed to interest rate risk through our loans which bear interest at variable rates. Interest rates on our variable-rate debt are based on the market rate for the lender’s prime rate, SOFR or LIBOR. At March 31, ~~2022,~~2023, we had ~~$903.8~~$709.6 million in debt, ~~$369.2~~$271.6 million of which had variable interest rates. A 10% increase in interest rates would affect our interest cost by approximately ~~$1.6~~$2.4 million per year.

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Commodity Price Risk

Our business is highly sensitive to commodity price risk, particularly for ethanol, corn, distillers grains, Ultra-High Protein, renewable corn oil and natural gas. Ethanol prices are sensitive to world crude oil supply and demand, the price of crude oil, gasoline, ~~and~~ corn, the price of substitute fuels, refining capacity and utilization, government regulation and consumer demand for alternative fuels. Corn prices are affected by weather conditions, ~~yield,~~crop yields, changes in domestic and global supply and demand, and government programs and policies. Distillers grains prices are impacted by livestock numbers on feed, prices for feed alternatives and supply, which is associated with ethanol plant production. Natural gas prices are influenced by severe weather in the summer

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and winter and hurricanes in the spring, summer and fall. Other factors include North American energy exploration and production, and the amount of natural gas in underground storage during injection and withdrawal seasons.

To reduce the risk associated with fluctuations in the price of ethanol, corn, distillers grains, Ultra-High Protein, renewable corn oil and natural gas, at times we use forward fixed-price physical contracts and derivative financial instruments, such as futures and options executed on the Chicago Board of Trade, the New York Mercantile Exchange and the Chicago Mercantile Exchange. We focus on locking in favorable operating margins, when available, using a model that continually monitors market prices for corn, natural gas and other inputs relative to the price for ethanol and distillers grains at each of our production facilities. We create offsetting positions using a combination of forward fixed-price purchases, sales contracts and derivative financial instruments. As a result, we frequently have gains on derivative financial instruments that are offset by losses on forward fixed-price physical contracts or inventories and vice versa. Our results ~~are~~can be impacted byif there is a mismatch of gains or losses associated with the derivative instrument during a reporting period when the physical commodity purchases or sale has not yet occurred. During the three months ended March 31, ~~2022,~~2023, revenues included net losses of ~~$6.0~~$7.2 million, and cost of goods sold included net ~~losses~~gains of ~~$62.4~~$17.2 million associated with derivative financial instruments.

Ethanol Production Segment

In the ethanol production segment, net gains and losses from settled derivative instruments are offset by physical commodity purchases or sales to achieve the intended operating margins. To reduce commodity price risk caused by market fluctuations, we enter into exchange-traded futures and options contracts that serve as economic hedges.

Our results are impacted when there is a mismatch of gains or losses associated with the derivative instrument during a reporting period when the physical commodity purchase or sale has not yet occurred.

Our exposure to market risk, which includes the impact of our risk management activities resulting from our fixed-price purchase and sale contracts and derivatives, is based on the estimated net income effect resulting from a hypothetical 10% change in price for the next 12 months starting on March 31, ~~2022,~~2023, which is as follows (in thousands):


Commodity	Estimated Total Volume ‎ Requirements for the ‎ Next 12 Months ⁽¹⁾	Unit of ‎Measure	Net Income Effect of ‎ Approximate 10% ‎Change in Price		Commodity	Estimated Total Volume Requirements for the Next 12 Months (1)	Unit of Measure	Net Income Effect of Approximate 10% Change in Price

Ethanol	958,000	Gallons	$	173,309	Ethanol	958,000	Gallons	$155,479
Corn	330,000	Bushels	$	172,603	Corn	330,000	Bushels	$151,084
Distillers grains	2,500	Tons ⁽²⁾	$	44,703	Distillers grains	2,400	Tons (2)	$36,586
Corn oil	290,000	Pounds	$	8,717
Renewable corn oil					Renewable corn oil	310,000	Pounds	$12,011
Natural gas	27,700	MmBTU	$	5,083	Natural gas	27,700	MmBTU	$3,506

(1)Estimated volumes assume production at full capacity.

(2)Distillers grains quantities are stated on an equivalent dried ton basis.

Agribusiness and Energy Services Segment

In the agribusiness and energy services segment, our inventories, physical purchase and sale contracts and derivatives are marked to market. Our inventories are carried at the lower of cost or net realizable value, except fair-value hedged inventories. To reduce commodity price risk caused by market fluctuations for purchase and sale commitments of grain and

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grain held in inventory, we enter into exchange-traded futures and options contracts that serve as economic hedges.

The market value of exchange-traded futures and options used for hedging are highly correlated with the underlying market value of grain inventories and related purchase and sale contracts for grain. The less correlated portion of inventory and purchase and sale contract market values, 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. Inventory values are affected by the month-to-month spread in the futures markets. These spreads are also less volatile than overall market value of our inventory and tend to follow historical patterns, but cannot be mitigated directly. Our accounting policy for futures and options, as well as the underlying inventory held for sale and purchase and sale contracts, is to reflect their current market values and include gains and losses in the consolidated statement of operations.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure the information that must be disclosed in the reports

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we file or submit under the 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 management, as appropriate, to allow timely decisions regarding required financial disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Under the supervision and participation of our chief executive officer and chief financial officer, management carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, ~~2022~~2023 as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act and concluded that our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

Management is responsible for establishing and maintaining effective 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 U.S. generally accepted accounting principles. There were no material changes in our internal control over financial reporting that occurred during the period covered by this 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.

We are currently involved in litigation that has arisen during the ordinary course of business. We do not believe this litigation will have a material adverse effect on our financial position, results of operations or cash flows.

Item 1A. Risk Factors.

Investors should carefully consider the discussion of risks and the other information in our annual report on Form 10-K for the year ended December 31, ~~2021,~~2022, in Part I, Item 1A, “Risk Factors,” and the discussion of risks and other information in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under “Cautionary Information Regarding Forward-Looking Statements,” of this report. Investors should also carefully consider the discussion of risks with the partnership under the heading “Risk Factors” and other information in their annual report on Form 10-K for the year ended December 31, ~~2021.~~2022. 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. The following risk factors supplement and/or update risk factors previously disclosed and should be considered in conjunction with the other information included in, or incorporated by reference in, this quarterly report on Form 10-Q.

~~Our margins are dependent on managing the spread between the price of corn, natural gas, ethanol, including industrial-grade alcohol, distillers grains, Ultra-High Protein and corn oil.~~

Our operating results are highly sensitive to the spread between the corn and natural gas we purchase, and the ethanol, including industrial-grade alcohol, distillers grains, Ultra-High Protein and corn oil we sell. Price and supply are subject to various market forces, such as weather, domestic and global demand, global political or economic issues, including but not limited to the war in Ukraine including sanctions associated therewith, shortages, export prices, crude oil prices, currency valuations and government policies in the United States and around the world, over which we have no control. Price volatility of these commodities may cause our operating results to fluctuate substantially. Increases in corn or natural gas prices or decreases in ethanol, including industrial-grade alcohol, distillers grains, Ultra-High Protein and corn oil prices may make it unprofitable to operate. No assurance can be given that we will purchase corn and natural gas or sell ethanol, including industrial-grade alcohol, distillers grains, Ultra-High Protein and corn oil at or near prices which would provide us with positive margins. Consequently, our results of operations and financial position may be adversely affected by increases in corn or natural gas prices or decreases in ethanol, including industrial-grade alcohol, distillers grains, Ultra-High Protein and corn oil prices.

We continuously monitor the margins at our ethanol plants using a variety of risk management tools and hedging strategies when appropriate. In recent years, the spread between ethanol and corn prices has fluctuated widely, narrowed significantly and been negative at times. Fluctuations are likely to continue. A sustained narrow spread or further reduction in the spread between ethanol and corn prices as a result of increased corn prices or decreased ethanol prices, would adversely affect our results of operations and financial position. Should our combined revenue from ethanol, including industrial-grade alcohol, distillers grains, Ultra-High Protein and corn oil fall below our cost of production, we could decide to slow or suspend production at some or all of our ethanol plants, which also could adversely affect our results of operations and financial position.

~~The products we buy and sell are subject to price volatility and uncertainty.~~

~~Our operating results are highly sensitive to commodity prices.~~

~~Corn.~~ We are generally unable to pass increased corn costs to our customers since ethanol competes with other fuels. We have seen considerable price volatility in corn prices not experienced in recent years. At certain corn prices, ethanol may be uneconomical to produce. Ethanol plants, livestock industries and other corn-consuming enterprises put significant price pressure on local corn markets. In addition, local corn supplies and prices could be adversely affected by, but not limited to, prices for alternative crops, increasing input costs, changes in government policies, shifts in global markets, supply or demand, global political or economic issues, including but not limited to the war in Ukraine including sanctions associated therewith, or global damaging growing conditions, such as plant disease or adverse weather, including drought, as well as global conflicts.

~~Table of Contents~~

~~Ethanol.~~ Our revenues are dependent on market prices for ethanol which can be volatile as a result of a number of factors, including but not limited to: the price and availability of competing fuels; the overall supply and demand for ethanol and corn; the price of gasoline, crude oil and corn; global political or economic issues, including but not limited to the war in Ukraine including sanctions associated therewith, and government policies.

Ethanol is marketed as a fuel additive that reduces vehicle emissions, an economical source of octanes and, to a lesser extent, a gasoline substitute. Consequently, gasoline supply and demand affect the price of ethanol. Should gasoline prices or demand decrease significantly, our results of operations could be materially impacted.

Ethanol imports also affect domestic supply and demand. Imported ethanol is not subject to an import tariff and, under the RFS, sugarcane ethanol from Brazil is one of the most economical means for obligated parties to meet the advanced biofuel standard.

Industrial-grade alcohol is produced by further distillation processing of 200-proof alcohol. Further distillation removes impurities which allows it to be used as an ingredient for sanitation products. Should industrial-grade alcohol prices or demand decrease significantly, or competition and supply increase, our results of operations could be negatively impacted.

~~Government mandates affecting ethanol could change and impact the ethanol market.~~

~~Under the provisions of the Energy Independence and Security Act~~ ~~of 2007, as amended,~~ Congress expanded the RFS. The RFS mandates the minimum volume of renewable fuels that must be blended into the transportation fuel supply each year which affects the domestic market for ethanol. Each year the EPA is supposed to undertake rulemaking to set the RVO for the following year, though at times months or years pass without a finalized RVO. Further, the EPA has the authority to waive the requirements, in whole or in part, if there is inadequate domestic renewable fuel supply or the requirement severely harms the economy or the environment. After 2022, volumes shall be determined by the EPA in coordination with the Secretaries of Energy and Agriculture, taking into account such factors as impact on environment, energy security, future rates of production, cost to consumers, infrastructure, and other factors such as impact on commodity prices, job creation, rural economic development, or impact on food prices.

According to the RFS, 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 RVO was more than 20% below the 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. However, on December 19, 2019, the EPA announced it would not be moving forward with a reset rulemaking. It is unclear when or if they will propose a reset rulemaking. The EPA has stated an intention to propose a post-2022 ‘set’ rulemaking as required by statute.

Volumes can also be impacted as small refineries can petition the EPA for an SRE which, if approved, waives their portion of the annual RVO requirements. The EPA, through consultation with the DOE and the USDA, can grant them a full or partial waiver, or deny it outright within 90 days of submittal. A small refinery is defined as one that processes fewer than 75,000 barrels of petroleum per day.

Our operations could be adversely impacted by legislation, administration actions, EPA actions, or lawsuits that may reduce the RFS mandated volumes of conventional ethanol and other biofuels through the annual RVO, the 2022 set rulemaking, the point of obligation for blending, or SREs. A recent Supreme Court ruling held that the small refineries can continue to apply for an extension of their waivers from the RFS, even if they have not been awarded a continuous string of exemptions, though the EPA has proposed denying all SRE applications. A recent D.C. Circuit Court of Appeals ruling held that the EPA overstepped its authority in extending the one pound Reid Vapor Pressure waiver for 10% ethanol blends to 15% ethanol blends in the summer, effectively limiting summertime sales of ethanol blends above 10% to FFVs from June 1 to September 15 each year. Notwithstanding, on April 12, 2022, the President announced that he has directed the EPA to issue an emergency waiver to allow for the continued sale of E15 during the June 1 to September 15 period.

Similarly, should federal mandates regarding oxygenated gasoline be repealed, the market for domestic ethanol could be adversely impacted. Economic incentives to blend based on the relative value of gasoline versus ethanol, taking into consideration the octane value of ethanol, environmental requirements and the RFS mandate, may affect future demand. A significant increase in supply beyond the RFS mandate could have an adverse impact on ethanol prices. Moreover, changes to RFS could negatively impact the price of ethanol or cause imported sugarcane ethanol to become more economical than domestic ethanol. Likewise, national, state and regional LCFS like that of California, Oregon, Brazil or Canada could be

~~Table of Contents~~

~~favorable or harmful to conventional ethanol, depending on how the regulations are crafted, enforced and modified.~~

Future demand may be influenced by economic incentives to blend based on the relative value of gasoline versus ethanol, taking into consideration the octane value of ethanol, environmental requirements and the value of RFS credits or RINs. A significant increase in supply beyond the RFS mandate could have an adverse impact on ethanol prices. Moreover, any changes to RFS, whether by legislation, EPA action or lawsuit, originating from issues associated with the market price of RINs could negatively impact the demand for ethanol, discretionary blending of ethanol and/or the price of ethanol. Recent actions by the EPA to grant SREs without accounting for the lost gallons, for example, resulted in lower RIN prices. Similarly, proposals from the current EPA to reduce annual RVO levels could also lead to lower RIN prices.

To the extent federal or state laws or regulations are modified and/or enacted, it may result in the demand for ethanol being reduced, which could negatively and materially affect our financial performance.

The ability or willingness of OPEC and other oil exporting nations to set and maintain production levels and/or the impact of sanctions on Russia related to the war in Ukraine may have a significant impact on oil and natural gas commodity prices.

The Organization of Petroleum Exporting Countries and their allies (collectively, OPEC+), is an intergovernmental organization that seeks to manage the price and supply of oil on the global energy market. Actions taken by OPEC+ members, including those taken alongside other oil exporting nations, have a significant impact on global oil supply and pricing. For example, OPEC+ and certain other oil exporting nations have previously agreed to take measures, including production cuts, to support crude oil prices. In March 2020, members of OPEC+ considered extending and potentially increasing these oil production cuts, however these negotiations were unsuccessful. As a result, Saudi Arabia announced an immediate reduction in export prices and Russia announced that all previously agreed oil production cuts expired on April 1, 2020. These actions led to an immediate and steep decrease in oil prices. Conversely, sanctions imposed on Russia in the last few months have increased prices. There can be no assurance that OPEC+ members and other oil exporting nations will agree to future production cuts or other actions to support and stabilize oil prices, nor can there be any assurance that sanctions or other global conflicts will not further impact oil prices. Uncertainty regarding future sanctions or actions to be taken by OPEC+ members or other oil exporting countries could lead to increased volatility in the price of oil, which could adversely affect our business, future financial condition and results of operations.

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

Employees surrender shares when restricted stock grants are vested to satisfy statutory minimum required payroll tax withholding obligations.

The following table lists the shares that were surrendered during the first quarter of ~~2022:~~

2023:

Period
Total Number of
‎ Shares Withheld for
‎Employee Awards
Average Price
‎Paid per Share
January 1 - January 31
-
$
-
February 1 - February 28
81,501
26.93
March 1 - March 31
1,737
30.48
Total
83,238
$
27.00


Period	Total Number of Shares Withheld for Employee Awards	Average Price Paid per Share
January 1 - January 31	3,213	$	31.89
February 1 - February 28	10,851	34.64
March 1 - March 31	253,225	31.30
Total	267,289	$	31.45

Our board of directors authorized a share repurchase program of up to $200 million of our common stock. Under this program, we may repurchase shares in open market transactions, privately negotiated transactions, accelerated buyback programs, tender offers or by other means. The timing and amount of the transactions are determined by management based on its evaluation of market conditions, share price, legal requirements and other factors. The program may be suspended, modified or discontinued at any time, without prior notice. We did not repurchase any shares during the first quarter of ~~2022.~~2023. Since inception of the repurchase program, the company has repurchased 7,396,936 shares of common stock for approximately $92.8 million under the program.

Item 3. Defaults Upon Senior Securities.

~~None.~~

‎

~~Table of Contents~~

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

‎

Table of Contents

Item 6. Exhibits.

Exhibit Index



Exhibit No.	Description of Exhibit
10.1		Second Amendment to Revolving Credit Facility, dated as of November 24, 2021, by and among Green Plains Commodity Management LLC, Macquarie Bank Limited and Macquarie Futures USA LLC
10.2		Third Amendment to Revolving Credit Facility, dated as of February 20, 2022, by and among Green Plains Commodity Management LLC, Macquarie Bank Limited and Macquarie Futures USA LLC
10.3		Amendment No. 12 to Amended and Restated Credit Agreement, dated ~~February 11, 2022,~~as of April 19, 2023, by and among Green Plains Operating Company LLC, as the ~~Borrower,~~Guarantors, the ~~guarantors identified therein,~~Lenders and TMI Trust Company ~~as Administrative Agent and the other lenders party thereto (incorporated herein by reference to Exhibit 10.26 to the company’s Annual Report on Form 10-K for the year ended December 31, 2021)~~
~~10.2~~*10.4		~~Loan and Security~~Employment Agreement ~~dated March 25, 2022,~~ by and ~~among~~between Green Plains Inc.~~, as Guarantor, Green Plains Finance Company LLC, Green Plains Grain Company LLC~~ and Green Plains Trade Group LLC as the Borrowers, ING Capital LLC, as Agent and the other financial institutions party thereto. (The exhibits and schedules to the Loan and Security Agreement have been omitted. The Company will furnish such schedules to the SEC upon request). (incorporated herein by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K filed onJames E. Stark, dated March ~~28, 2022)~~1, 2023
*10.3		~~Employment Agreement with Paul Kolomaya~~
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
101		The following information from Green Plains Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, ~~2022,~~2023, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Financial Statements
104		The cover page from Green Plains Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, ~~2022,~~2023, formatted in iXBRL.
		*Represents management compensatory contract

‎

Table of Contents

~~SIGNATURES~~

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.



‎ ‎ ‎ ‎~~Date:~~ ~~May 3, 2022~~	GREEN PLAINS INC.
		(Registrant)

Date: May 4, 2023		By:	/s/ Todd A. Becker_
			Todd A. Becker ‎
			President and Chief Executive Officer
			(Principal Executive Officer)
‎ ‎ ‎

Date: May ~~3, 2022~~ 4, 2023		By:	/s/ ~~G. Patrich Simpkins Jr.~~James E. Stark
			James E. Stark_ ~~G. Patrich Simpkins Jr.~~ ‎
			Chief Financial Officer
			(Principal Financial Officer)

TABLE OF CONTENTS

Page

Page

3

PART I – FINANCIAL INFORMATION

4

4

PART II – OTHER INFORMATION


			Page
			~~Page~~
Commonly Used Defined Terms	3
PART I – FINANCIAL INFORMATION
Item 1.		Financial Statements	4

		Consolidated Balance Sheets	4

		Consolidated Statements of Operations	5

		Consolidated Statements of Comprehensive Income (Loss) ~~(Loss)~~	6

		Consolidated Statements of Cash Flows	7

		Notes to Consolidated Financial Statements	9

Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	2931

Item 3.		Quantitative and Qualitative Disclosures About Market Risk	4043

Item 4.		Controls and Procedures	4145


PART II – OTHER INFORMATION

Item 1.		Legal Proceedings	4346

Item 1A.		Risk Factors	4346

Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	4546

Item 3.		Defaults Upon Senior Securities	4546

Item 4.		Mine Safety Disclosures	46

Item 5.		Other Information	46

Item 6.		Exhibits	47

Signatures		48


	Three Months Ended March 31, 2021
	Ethanol Production		Agribusiness & Energy Services		Partnership		Eliminations		Total
Revenues:
Revenues from contracts with customers under ASC 606:
Ethanol	$	-	$	-	$	-	$	-	$	-
Distillers grains		3,613		-		-		-		3,613
Corn oil		-		-		-		-		-
Service revenues		563		-		1,057		-		1,620
Other		4,062		826		-		-		4,888
Intersegment revenues		-		-		2,006		(2,006)		-
Total revenues from contracts with customers		8,238		826		3,063		(2,006)		10,121
Revenues from contracts accounted for as derivatives under ASC 815 ⁽¹⁾:
Ethanol		289,585		75,912		-		-		365,497
Distillers grains		95,694		9,239		-		-		104,933
Corn oil		14,540		4,811		-		-		19,351
Grain		-		12,170		-		-		12,170
Other		15,665		25,863		-		-		41,528
Intersegment revenues		-		5,123		-		(5,123)		-
Total revenues from contracts accounted for as derivatives		415,484		133,118		-		(5,123)		543,479
Leasing revenues under ASC 842 ⁽²⁾:		-		-		17,343		(17,303)		40
Total Revenues	$	423,722	$	133,944	$	20,406	$	(24,432)	$	553,640


		Amount of Gain (Loss)
		Recognized in Income on Derivatives
Derivatives Not Designated as	Location of Gain (Loss) Recognized in Income	Three Months Ended ‎March 31,
Hedging Instruments	on Derivatives	2022		2021
Commodity contracts	Revenues	$	(5,358)	$	(40,794)
Commodity contracts	Costs of goods sold		(48,402)		8,563
Net gain (loss) recognized in income (loss) before income taxes		$	(53,760)	$	(32,231)


	March 31, 2022		December 31, 2021
Corporate:
2.25% convertible notes due 2027 ⁽¹⁾	$	230,000	$	230,000
4.00% convertible notes due 2024 ⁽²⁾		64,000		64,000
4.125% convertible notes due 2022 ⁽³⁾		34,316		34,316
Green Plains SPE LLC:
$125.0 million junior secured mezzanine notes due 2026 ⁽⁴⁾		125,000		125,000
Green Plains Wood River and Green Plains Shenandoah:
$75.0 million delayed draw loan agreement ⁽⁵⁾		75,000		30,000
Green Plains Partners:
$60.0 million term loan ^{(6) (7)}		58,969		60,000
Other		15,363		15,531
Total book value of long-term debt		602,648		558,847
Unamortized debt issuance costs		(9,010)		(9,556)
Less: current maturities of long-term debt		(35,701)		(35,285)
Total long-term debt	$	557,937	$	514,006


	Non-Vested ‎ Shares and ‎ Deferred Stock ‎Units	Weighted- ‎Average Grant- ‎Date Fair Value		Weighted-Average ‎ Remaining ‎ Vesting Term ‎(in years)
Non-Vested at December 31, 2021	793,337	$	14.64
Granted	257,002		29.91
Forfeited	(5,954)		20.12
Vested	(240,223)		13.65
Non-Vested at March 31, 2022	804,162	$	19.77	2.5


													Total
				Additional		Retained		Accum. Other					Green Plains		Non-		Total
	Common Stock			Paid-in		Earnings		Comp. Income		Treasury Stock			Stockholders'		Controlling		Stockholders'
	Shares	Amount		Capital		(Deficit)		(Loss)		Shares	Amount		Equity		Interests		Equity

Balance, December 31, 2021	61,840	$	62	$	1,069,573	$	(15,199)	$	(12,310)	8,244	$	(91,626)	$	950,500	$	151,519	$	1,102,019
Net income (loss)	-		-		-		(61,474)		-	-		-		(61,474)		5,602		(55,872)
Distributions declared	-		-		-		-		-	-		-		-		(5,122)		(5,122)
Other comprehensive income (loss) before reclassification	-		-		-		-		5,386	-		-		5,386		-		5,386
Amounts reclassified from accumulated other comprehensive income (loss)	-		-		-		-		(1,965)	-		-		(1,965)		-		(1,965)
Other comprehensive income (loss), net of tax	-		-		-		-		3,421	-		-		3,421		-		3,421
Investment in subsidiary	-		-		-		-		-	-		-		-		24		24
Stock-based compensation	226		-		(1,922)		-		-	-		-		(1,922)		59		(1,863)
Balance, March 31, 2022	62,066	$	62	$	1,067,651	$	(76,673)	$	(8,889)	8,244	$	(91,626)	$	890,525	$	152,082	$	1,042,607


	Three Months Ended ‎March 31,				Statements of ‎Operations
	2022		2021		Classification
Gains (losses) on cash flow hedges:
Commodity derivatives	$	(628)	$	(15,188)	⁽¹⁾
Commodity derivatives		3,294		16,999	⁽²⁾
Total gains on cash flow hedges		2,666		1,811	⁽³⁾
Income tax expense		(701)		(434)	⁽⁴⁾
Amounts reclassified from accumulated other comprehensive income (loss)	$	1,965	$	1,377


Period	Total Number of ‎ Shares Withheld for ‎Employee Awards	Average Price ‎Paid per Share
January 1 - January 31	-	$	-
February 1 - February 28	81,501		26.93
March 1 - March 31	1,737		30.48
Total	83,238	$	27.00