[10-Q] Green Plains, Inc. Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Green Plains Inc. reported consolidated revenue of $552.8 million for the quarter ended June 30, 2025, down from $618.8 million a year earlier, and a net loss of $72.2 million for the quarter (six‑month net loss $144.9 million versus $75.2 million prior year).
The company recorded a significant loss from equity method investees of $28.3 million, a $10.7 million impairment of assets held for sale, and a $4.0 million pretax loss on sale of Proventus. Segment EBITDA remained positive in the quarter (ethanol $9.0 million; agribusiness $5.0 million) but corporate costs, higher interest expense and restructuring charges drove an operating loss of $28.4 million. Cash and cash equivalents declined to $108.6 million from $173.0 million at year end, and total assets fell to $1.612 billion. The company entered a $37.1 million product financing arrangement and recorded $24.2 million receivable from the sale of an equity method investment. Major customer concentration is material: Customer A represented 45% of total revenues in the quarter.
Green Plains Inc. ha registrato ricavi consolidati per 552,8 milioni di dollari nel trimestre chiuso al 30 giugno 2025, in calo rispetto ai 618,8 milioni dell'anno precedente, e una perdita netta di 72,2 milioni di dollari nel trimestre (perdita netta sui sei mesi 144,9 milioni vs 75,2 milioni nell'anno precedente).
La società ha rilevato una significativa perdita da partecipazioni valutate con il metodo del patrimonio netto di 28,3 milioni di dollari, una svalutazione di 10,7 milioni di dollari di attività destinate alla vendita e una perdita ante imposte di 4,0 milioni di dollari dalla cessione di Proventus. L'EBITDA per segmento è rimasto positivo nel trimestre (etanolo 9,0 milioni; agribusiness 5,0 milioni), ma i costi societari, l'aumento degli oneri finanziari e gli oneri di ristrutturazione hanno determinato una perdita operativa di 28,4 milioni. La liquidità è scesa a 108,6 milioni di dollari dai 173,0 milioni a fine esercizio e il totale dell'attivo è diminuito a 1,612 miliardi di dollari. La società ha avviato una operazione di finanziamento di prodotto per 37,1 milioni di dollari e ha registrato un credito di 24,2 milioni derivante dalla vendita di una partecipazione valutata con il metodo del patrimonio netto. La concentrazione sui clienti è significativa: il Cliente A ha rappresentato il 45% dei ricavi totali nel trimestre.
Green Plains Inc. informó ingresos consolidados de 552,8 millones de dólares en el trimestre cerrado el 30 de junio de 2025, frente a 618,8 millones del año anterior, y una pérdida neta de 72,2 millones de dólares en el trimestre (pérdida neta de seis meses de 144,9 millones frente a 75,2 millones del año anterior).
La compañía registró una significativa pérdida por inversiones contabilizadas por el método de la participación de 28,3 millones de dólares, un deterioro de activos mantenidos para la venta de 10,7 millones de dólares y una pérdida antes de impuestos de 4,0 millones de dólares por la venta de Proventus. El EBITDA por segmento se mantuvo positivo en el trimestre (etanol 9,0 millones; agronegocios 5,0 millones), pero los costes corporativos, el aumento de los gastos por intereses y los cargos por reestructuración provocaron una pérdida operativa de 28,4 millones. El efectivo y equivalentes de efectivo se redujeron a 108,6 millones desde 173,0 millones a cierre de ejercicio, y el total de activos cayó a 1.612 millones de dólares. La compañía suscribió un acuerdo de financiación de producto por 37,1 millones de dólares y registró un saldo por cobrar de 24,2 millones por la venta de una inversión contabilizada por el método de la participación. La concentración de clientes es relevante: el Cliente A representó el 45% de los ingresos totales en el trimestre.
Green Plains Inc.는 2025년 6월 30일로 마감된 분기에 연결 매출 $552.8 million을 보고했으며, 전년 동기의 $618.8 million에서 감소했고 해당 분기 순손실은 $72.2 million(상반기 누계 순손실 $144.9 million, 전년 동기 $75.2 million)을 기록했습니다.
회사는 지분법 투자처 손실 $28.3 million, 매각예정자산에 대한 10.7 million 달러 규모의 손상, 그리고 Proventus 매각으로 인한 법인세 차감 전 손실 4.0 million 달러를 인식했습니다. 부문별 EBITDA는 분기 동안 플러스를 유지했습니다(에탄올 $9.0 million; 농업사업 $5.0 million). 그러나 법인비용, 높은 이자비용 및 구조조정 비용으로 인해 영업손실은 $28.4 million이 발생했습니다. 현금 및 현금성자산은 기말에 1억7360만 달러에서 1억860만 달러로 감소했으며, 총자산은 $1.612 billion으로 축소되었습니다. 회사는 37.1 million 달러 규모의 제품 자금조달 계약을 체결했고, 지분법 투자 매각으로 인한 24.2 million 달러의 미수금도 계상했습니다. 주요 고객 집중도가 높아 주의가 필요합니다: 고객 A가 분기 전체 매출의 45%를 차지했습니다.
Green Plains Inc. a déclaré un chiffre d'affaires consolidé de 552,8 millions de dollars pour le trimestre clos le 30 juin 2025, en baisse par rapport à 618,8 millions un an plus tôt, et une perte nette de 72,2 millions de dollars pour le trimestre (perte nette sur six mois 144,9 M$ contre 75,2 M$ l'année précédente).
La société a enregistré une perte importante liée à des participations comptabilisées selon la méthode de mise en équivalence de 28,3 millions de dollars, une dépréciation de 10,7 millions de dollars d'actifs détenus en vue de la vente et une perte avant impôts de 4,0 millions de dollars liée à la cession de Proventus. L'EBITDA par segment est resté positif sur le trimestre (éthanol 9,0 M$ ; agroalimentaire 5,0 M$), mais les coûts de l'entreprise, l'augmentation des charges d'intérêts et les frais de restructuration ont entraîné une perte d'exploitation de 28,4 M$. La trésorerie et les équivalents de trésorerie ont diminué à 108,6 M$ contre 173,0 M$ à la clôture de l'exercice, et le total des actifs est tombé à 1,612 Md$. La société a conclu un accord de financement de produits de 37,1 M$ et a enregistré une créance de 24,2 M$ liée à la vente d'une participation comptabilisée selon la mise en équivalence. La concentration sur quelques clients est significative : le Client A représentait 45 % du chiffre d'affaires total du trimestre.
Green Plains Inc. meldete für das Quartal zum 30. Juni 2025 konsolidierte Umsatzerlöse in Höhe von 552,8 Millionen US‑Dollar, gegenüber 618,8 Millionen ein Jahr zuvor, und einen Nettoverlust von 72,2 Millionen US‑Dollar im Quartal (Sechsmonats‑Nettoverlust 144,9 Mio. vs. 75,2 Mio. im Vorjahr).
Das Unternehmen verbuchte einen erheblichen Verlust aus nach der Equity‑Methode bilanzierten Beteiligungen in Höhe von 28,3 Mio. US‑$, eine Wertminderung von 10,7 Mio. US‑$ auf zum Verkauf gehaltene Vermögenswerte und einen steuerlichen Verlust aus dem Verkauf von Proventus in Höhe von 4,0 Mio. US‑$. Das Segment‑EBITDA blieb im Quartal positiv (Ethanol 9,0 Mio.; Agribusiness 5,0 Mio.), doch Unternehmenskosten, gestiegene Zinsaufwendungen und Restrukturierungsbelastungen führten zu einem Betriebsverlust von 28,4 Mio. US‑Dollar. Zahlungsmittel und Zahlungsmitteläquivalente fielen auf 108,6 Mio. US‑$ gegenüber 173,0 Mio. zum Geschäftsjahresende, und die Gesamtvermögenswerte sanken auf 1,612 Mrd. US‑$. Das Unternehmen ging eine Produktfinanzierungsvereinbarung über 37,1 Mio. US‑$ ein und verbuchte Forderungen in Höhe von 24,2 Mio. US‑$ aus dem Verkauf einer nach der Equity‑Methode bilanzierten Beteiligung. Die Konzentration bei Großkunden ist erheblich: Kunde A machte 45 % des Quartalsumsatzes aus.
Positive
- Segment EBITDA was positive for the quarter: ethanol $8.99 million and agribusiness $5.03 million, totaling $14.02 million.
- Operating cash flow improved: net cash provided by operating activities was $3.8 million for the six months ended June 30, 2025 (versus a $65.7 million use in the prior year period).
- Proceeds receivable of $24.17 million from the June 30, 2025 sale of the 50% investment in GP Turnkey Tharaldson improve near-term liquidity.
- Product financing arrangement recorded $37.1 million liability and provided upfront cash during Q2 2025.
Negative
- Widening net loss: quarter net loss $72.2 million (Q2 2024: $24.0 million); six‑month net loss $144.9 million (2024: $75.2 million).
- Significant non-operating losses: $28.3 million loss from equity method investees and $10.7 million impairment of assets held for sale.
- Declining cash and total assets: cash and cash equivalents decreased to $108.6 million (from $173.0 million) and total assets fell to $1.612 billion (from $1.782 billion).
- High customer concentration: Customer A represented 45% of total revenues for the three months ended June 30, 2025.
- Rising financing costs and debt complexity: interest expense increased to $13.9 million for the quarter and junior secured notes amendments include higher fees, added warrants and near-term maturities.
Insights
TL;DR: Results show weaker top-line and widening losses driven by equity‑method losses, impairments and higher financing costs.
The quarter shows clear operational resiliency in segment EBITDA but corporate and financing items overwhelmed results. Revenues fell about 10.7% year-over-year for the quarter to $552.8 million while net loss widened to $72.2 million. Interest expense roughly doubled year-over-year for the quarter to $13.9 million, and loss from equity method investees ($28.3 million) materially affected pre-tax results. Cash fell materially from year-end levels, and inventory and asset impairments further reduced equity. Credit agreements were amended and short-term product financing and receivable collections provide liquidity, but near-term debt (including junior notes due 2026 and convertible notes due 2027) and higher financing costs remain important considerations.
TL;DR: Company faces elevated execution and liquidity risk from impairments, restructuring expenses and concentrated customer exposure.
Material items include a $10.7 million impairment of assets held for sale, $19.1 million of restructuring costs year-to-date, and concentrated revenue from a single customer (45% of quarterly revenues). The firm amended junior secured notes and issued low‑strike warrants in financing actions, increasing potential dilution. While the company remained covenant-compliant as of June 30, 2025, near-term maturities and elevated interest rates warrant continued attention. Disposal proceeds and a receivable of $24.2 million, together with a $37.1 million product financing arrangement, provide near-term cash inflows but do not eliminate ongoing operating losses.
Green Plains Inc. ha registrato ricavi consolidati per 552,8 milioni di dollari nel trimestre chiuso al 30 giugno 2025, in calo rispetto ai 618,8 milioni dell'anno precedente, e una perdita netta di 72,2 milioni di dollari nel trimestre (perdita netta sui sei mesi 144,9 milioni vs 75,2 milioni nell'anno precedente).
La società ha rilevato una significativa perdita da partecipazioni valutate con il metodo del patrimonio netto di 28,3 milioni di dollari, una svalutazione di 10,7 milioni di dollari di attività destinate alla vendita e una perdita ante imposte di 4,0 milioni di dollari dalla cessione di Proventus. L'EBITDA per segmento è rimasto positivo nel trimestre (etanolo 9,0 milioni; agribusiness 5,0 milioni), ma i costi societari, l'aumento degli oneri finanziari e gli oneri di ristrutturazione hanno determinato una perdita operativa di 28,4 milioni. La liquidità è scesa a 108,6 milioni di dollari dai 173,0 milioni a fine esercizio e il totale dell'attivo è diminuito a 1,612 miliardi di dollari. La società ha avviato una operazione di finanziamento di prodotto per 37,1 milioni di dollari e ha registrato un credito di 24,2 milioni derivante dalla vendita di una partecipazione valutata con il metodo del patrimonio netto. La concentrazione sui clienti è significativa: il Cliente A ha rappresentato il 45% dei ricavi totali nel trimestre.
Green Plains Inc. informó ingresos consolidados de 552,8 millones de dólares en el trimestre cerrado el 30 de junio de 2025, frente a 618,8 millones del año anterior, y una pérdida neta de 72,2 millones de dólares en el trimestre (pérdida neta de seis meses de 144,9 millones frente a 75,2 millones del año anterior).
La compañía registró una significativa pérdida por inversiones contabilizadas por el método de la participación de 28,3 millones de dólares, un deterioro de activos mantenidos para la venta de 10,7 millones de dólares y una pérdida antes de impuestos de 4,0 millones de dólares por la venta de Proventus. El EBITDA por segmento se mantuvo positivo en el trimestre (etanol 9,0 millones; agronegocios 5,0 millones), pero los costes corporativos, el aumento de los gastos por intereses y los cargos por reestructuración provocaron una pérdida operativa de 28,4 millones. El efectivo y equivalentes de efectivo se redujeron a 108,6 millones desde 173,0 millones a cierre de ejercicio, y el total de activos cayó a 1.612 millones de dólares. La compañía suscribió un acuerdo de financiación de producto por 37,1 millones de dólares y registró un saldo por cobrar de 24,2 millones por la venta de una inversión contabilizada por el método de la participación. La concentración de clientes es relevante: el Cliente A representó el 45% de los ingresos totales en el trimestre.
Green Plains Inc.는 2025년 6월 30일로 마감된 분기에 연결 매출 $552.8 million을 보고했으며, 전년 동기의 $618.8 million에서 감소했고 해당 분기 순손실은 $72.2 million(상반기 누계 순손실 $144.9 million, 전년 동기 $75.2 million)을 기록했습니다.
회사는 지분법 투자처 손실 $28.3 million, 매각예정자산에 대한 10.7 million 달러 규모의 손상, 그리고 Proventus 매각으로 인한 법인세 차감 전 손실 4.0 million 달러를 인식했습니다. 부문별 EBITDA는 분기 동안 플러스를 유지했습니다(에탄올 $9.0 million; 농업사업 $5.0 million). 그러나 법인비용, 높은 이자비용 및 구조조정 비용으로 인해 영업손실은 $28.4 million이 발생했습니다. 현금 및 현금성자산은 기말에 1억7360만 달러에서 1억860만 달러로 감소했으며, 총자산은 $1.612 billion으로 축소되었습니다. 회사는 37.1 million 달러 규모의 제품 자금조달 계약을 체결했고, 지분법 투자 매각으로 인한 24.2 million 달러의 미수금도 계상했습니다. 주요 고객 집중도가 높아 주의가 필요합니다: 고객 A가 분기 전체 매출의 45%를 차지했습니다.
Green Plains Inc. a déclaré un chiffre d'affaires consolidé de 552,8 millions de dollars pour le trimestre clos le 30 juin 2025, en baisse par rapport à 618,8 millions un an plus tôt, et une perte nette de 72,2 millions de dollars pour le trimestre (perte nette sur six mois 144,9 M$ contre 75,2 M$ l'année précédente).
La société a enregistré une perte importante liée à des participations comptabilisées selon la méthode de mise en équivalence de 28,3 millions de dollars, une dépréciation de 10,7 millions de dollars d'actifs détenus en vue de la vente et une perte avant impôts de 4,0 millions de dollars liée à la cession de Proventus. L'EBITDA par segment est resté positif sur le trimestre (éthanol 9,0 M$ ; agroalimentaire 5,0 M$), mais les coûts de l'entreprise, l'augmentation des charges d'intérêts et les frais de restructuration ont entraîné une perte d'exploitation de 28,4 M$. La trésorerie et les équivalents de trésorerie ont diminué à 108,6 M$ contre 173,0 M$ à la clôture de l'exercice, et le total des actifs est tombé à 1,612 Md$. La société a conclu un accord de financement de produits de 37,1 M$ et a enregistré une créance de 24,2 M$ liée à la vente d'une participation comptabilisée selon la mise en équivalence. La concentration sur quelques clients est significative : le Client A représentait 45 % du chiffre d'affaires total du trimestre.
Green Plains Inc. meldete für das Quartal zum 30. Juni 2025 konsolidierte Umsatzerlöse in Höhe von 552,8 Millionen US‑Dollar, gegenüber 618,8 Millionen ein Jahr zuvor, und einen Nettoverlust von 72,2 Millionen US‑Dollar im Quartal (Sechsmonats‑Nettoverlust 144,9 Mio. vs. 75,2 Mio. im Vorjahr).
Das Unternehmen verbuchte einen erheblichen Verlust aus nach der Equity‑Methode bilanzierten Beteiligungen in Höhe von 28,3 Mio. US‑$, eine Wertminderung von 10,7 Mio. US‑$ auf zum Verkauf gehaltene Vermögenswerte und einen steuerlichen Verlust aus dem Verkauf von Proventus in Höhe von 4,0 Mio. US‑$. Das Segment‑EBITDA blieb im Quartal positiv (Ethanol 9,0 Mio.; Agribusiness 5,0 Mio.), doch Unternehmenskosten, gestiegene Zinsaufwendungen und Restrukturierungsbelastungen führten zu einem Betriebsverlust von 28,4 Mio. US‑Dollar. Zahlungsmittel und Zahlungsmitteläquivalente fielen auf 108,6 Mio. US‑$ gegenüber 173,0 Mio. zum Geschäftsjahresende, und die Gesamtvermögenswerte sanken auf 1,612 Mrd. US‑$. Das Unternehmen ging eine Produktfinanzierungsvereinbarung über 37,1 Mio. US‑$ ein und verbuchte Forderungen in Höhe von 24,2 Mio. US‑$ aus dem Verkauf einer nach der Equity‑Methode bilanzierten Beteiligung. Die Konzentration bei Großkunden ist erheblich: Kunde A machte 45 % des Quartalsumsatzes aus.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 10-Q
(Mark One)
For the Quarterly Period Ended June 30, 2025
OR
For the transition period from ______ to ______
Commission File Number 001-32924
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
( | |||||
| (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 | ||||||||||||
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.
☒ Yes ☐ 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).
☒ Yes ☐ 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.
| ☒ | Accelerated filer | ☐ | |||||||||||||||
| Non-accelerated filer | ☐ | ||||||||||||||||
| Smaller reporting company | Emerging growth company | ||||||||||||||||
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes ☒ No
The registrant had 65,565,368 common stock outstanding as of August 7, 2025.
Table of Contents
TABLE OF CONTENTS
| Page | ||||||||
Commonly Used Defined Terms | 3 | |||||||
PART I – FINANCIAL INFORMATION | ||||||||
Item 1. | Financial Statements | 5 | ||||||
Consolidated Balance Sheets | 5 | |||||||
Consolidated Statements of Operations | 6 | |||||||
Consolidated Statements of Comprehensive Loss | 7 | |||||||
Consolidated Statements of Cash Flows | 8 | |||||||
Notes to Consolidated Financial Statements | 10 | |||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 37 | ||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 53 | ||||||
Item 4. | Controls and Procedures | 55 | ||||||
PART II – OTHER INFORMATION | ||||||||
Item 1. | Legal Proceedings | 56 | ||||||
Item 1A. | Risk Factors | 56 | ||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 58 | ||||||
Item 3. | Defaults Upon Senior Securities | 59 | ||||||
Item 4. | Mine Safety Disclosures | 59 | ||||||
Item 5. | Other Information | 59 | ||||||
Item 6. | Exhibits | 60 | ||||||
Signatures | ||||||||
2
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 expense, 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 | ||||
| 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 Board; our Board | Board of Directors of Green Plains Inc. | ||||
| CI | Carbon Intensity | ||||
| CST™ | Clean Sugar Technology™ developed by Fluid Quip Technologies, LLC | ||||
| 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 | ||||
| GP Turnkey Tharaldson | GP Turnkey Tharaldson LLC | ||||
| GREET | Greenhouse gases, Regulated Emissions, and Energy use in Technologies | ||||
| IRA | Inflation Reduction Act | ||||
| LCFS | Low Carbon Fuel Standard | ||||
| Merger | Merger of GPLP Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of GPLP Holdings Inc., a wholly owned subsidiary of Green Plains (“Holdings”), with and into the partnership, with the partnership surviving such merger | ||||
| Merger Agreement | Certain Agreement and Plan of Merger, dated as of September 16, 2023, by and among Green Plains Inc., Holdings, GPLP Merger Sub LLC, a wholly owned subsidiary of Holdings, Green Plains Partners LP, and Green Plains Holdings LLC, the general partner of the partnership (the "General Partner") | ||||
| MmBtu | Million British Thermal Units | ||||
| Mmg | Million gallons | ||||
| MSC™ | Maximized Stillage Co-products™ technology developed by Fluid Quip Technologies, LLC | ||||
| MTBE | Methyl tertiary-butyl ether | ||||
3
Table of Contents
OBBB | One Big Beautiful Bill Act | ||||
RFS | Renewable Fuels Standard | ||||
| RIN | Renewable identification number | ||||
| RVO | Renewable volume obligation | ||||
| SAF | Sustainable Aviation Fuel | ||||
| Sequence™ | A foundational feed ingredient made from a combination of corn and yeast protein, concentrated at 60%. | ||||
| SRE | Small refinery exemption | ||||
| U.S. | United States | ||||
| USDA | U.S. Department of Agriculture | ||||
4
Table of Contents
PART 1 – FINANCIAL INFORMATION
Item 1. Financial Statements.
GREEN PLAINS INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
| June 30, 2025 | December 31, 2024 | ||||||||||
| (unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
Accounts receivable, net of allowances of $ | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other | |||||||||||
| Receivable from sale of equity method investment | |||||||||||
| Derivative financial instruments | |||||||||||
| Total current assets | |||||||||||
Property and equipment, net of accumulated depreciation and amortization of $ | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued and other liabilities | |||||||||||
| Derivative financial instruments | |||||||||||
| Operating lease current liabilities | |||||||||||
| Product financing arrangement | |||||||||||
| Short-term notes payable and other borrowings | |||||||||||
| Current maturities of long-term debt | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Operating lease long-term liabilities | |||||||||||
| Carbon equipment liabilities | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 13) | |||||||||||
| Stockholders' equity | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained deficit | ( | ( | |||||||||
| Accumulated other comprehensive income (loss) | ( | ||||||||||
Treasury stock, | ( | ( | |||||||||
| Total Green Plains stockholders' equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
See accompanying notes to the consolidated financial statements.
5
Table of Contents
GREEN PLAINS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited and in thousands, except per share amounts)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Costs and expenses | |||||||||||||||||||||||
| Cost of goods sold (excluding depreciation and amortization expenses reflected below) | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Loss on sale of assets | |||||||||||||||||||||||
| Depreciation and amortization expenses | |||||||||||||||||||||||
| Impairment of assets held for sale | |||||||||||||||||||||||
| Total costs and expenses | |||||||||||||||||||||||
| Operating loss | ( | ( | ( | ( | |||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Other, net | ( | ( | |||||||||||||||||||||
| Total other income (expense) | ( | ( | ( | ( | |||||||||||||||||||
| Loss before income taxes and loss from equity method investees | ( | ( | ( | ( | |||||||||||||||||||
| Income tax benefit (expense) | ( | ( | ( | ||||||||||||||||||||
| Loss from equity method investees, net of income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Net loss | ( | ( | ( | ( | |||||||||||||||||||
| Net income attributable to noncontrolling interests | |||||||||||||||||||||||
| Net loss attributable to Green Plains | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Earnings per share | |||||||||||||||||||||||
| Net loss attributable to Green Plains - basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted average shares outstanding | |||||||||||||||||||||||
| Basic and diluted | |||||||||||||||||||||||
See accompanying notes to the consolidated financial statements.
6
Table of Contents
GREEN PLAINS INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(unaudited and in thousands)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive income (loss), net of tax | |||||||||||||||||||||||
Unrealized losses on derivatives arising during the period, net of tax benefit of $ | ( | ( | ( | ( | |||||||||||||||||||
Reclassification of realized losses on derivatives, net of tax benefit of ($ | |||||||||||||||||||||||
| Total other comprehensive income (loss), net of tax | ( | ( | |||||||||||||||||||||
| Comprehensive loss | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive income attributable to noncontrolling interests | |||||||||||||||||||||||
| Comprehensive loss attributable to Green Plains | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
See accompanying notes to the consolidated financial statements.
7
Table of Contents
GREEN PLAINS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in thousands)
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of debt issuance costs and non-cash interest expense | |||||||||||
| Loss on sale of assets | |||||||||||
| Impairment of assets held for sale | |||||||||||
| Inventory lower of cost or net realizable value adjustment | |||||||||||
| Deferred income tax expense | ( | ||||||||||
| Stock-based compensation | |||||||||||
| Loss from equity method investees, net of income taxes | |||||||||||
| Other | |||||||||||
| Changes in operating assets and liabilities | |||||||||||
| Accounts receivable | ( | ||||||||||
| Inventories | |||||||||||
| Derivative financial instruments | ( | ||||||||||
| Prepaid expenses and other assets | |||||||||||
| Accounts payable and accrued liabilities | ( | ( | |||||||||
| Current income taxes | |||||||||||
| Other | |||||||||||
| Net cash provided by (used in) operating activities | ( | ||||||||||
| Cash flows from investing activities | |||||||||||
| Purchases of property and equipment, net | ( | ( | |||||||||
| Proceeds from the sale of assets | |||||||||||
| Investment in equity method investees, net | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities | |||||||||||
| Payments of principal on long-term debt | ( | ( | |||||||||
| Proceeds from short-term borrowings | |||||||||||
| Payments on short-term borrowings | ( | ( | |||||||||
| Net proceeds from product financing arrangement | |||||||||||
| Payments on extinguishment of non-controlling interest | ( | ||||||||||
| Payments of transaction costs | ( | ||||||||||
| Payments of loan fees | ( | ||||||||||
| Payments related to tax withholdings for stock-based compensation | ( | ( | |||||||||
| Other financing activities | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net change in cash and cash equivalents, and restricted cash | ( | ( | |||||||||
| Cash and cash equivalents, and restricted cash, beginning of period | |||||||||||
| Cash and cash equivalents, and restricted cash, end of period | $ | $ | |||||||||
Continued on the following page
8
Table of Contents
GREEN PLAINS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in thousands)
Continued from the previous page
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Reconciliation of total cash and cash equivalents, and restricted cash | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Total cash and cash equivalents, and restricted cash | $ | $ | |||||||||
| Supplemental disclosures of cash flow | |||||||||||
| Cash paid for income taxes, net | $ | $ | |||||||||
| Cash paid for interest | $ | $ | |||||||||
| Capital expenditures in accounts payable | $ | $ | |||||||||
| Capital expenditures in carbon equipment liabilities | $ | $ | |||||||||
| Non-cash asset retirement obligation additions | $ | $ | |||||||||
| Issuance of common stock as a result of the Merger | $ | $ | |||||||||
| Non-cash extinguishment of non-controlling interest within additional paid-in capital | $ | $ | |||||||||
| Non-cash issuance of warrants | $ | $ | |||||||||
| Non-cash modification of warrants | $ | $ | |||||||||
See accompanying notes to the consolidated financial statements.
9
Table of Contents
GREEN PLAINS INC.
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 method basis.
On January 9, 2024, the transactions contemplated by the Merger Agreement were completed and the company acquired all of the publicly held common units of the partnership not already owned by the company and its affiliates. Refer to Note 3 - Merger and Dispositions included herein for more information.
The company also owns a majority interest in FQT, with their results being consolidated in our consolidated financial statements.
The accompanying consolidated financial statements are prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Because they do not include all of the information and footnotes required by GAAP for complete financial statements, the consolidated financial statements should be read in conjunction with the company’s annual report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 7, 2025.
The unaudited financial information reflects adjustments, which are, in the opinion of management, necessary for a fair presentation of results of operations, financial position and cash flows for the periods presented. The adjustments are normal and recurring in nature, unless otherwise noted. Interim period results are not necessarily indicative of the results to be expected for the entire year.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications did not affect total assets, liabilities or equity, but separately disclose comparable balances of liabilities previously disclosed within other liabilities on the consolidated balance sheets.
Use of Estimates in the Preparation of Consolidated Financial Statements
The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The company bases its estimates on historical experience and assumptions it believes are proper and reasonable under the circumstances and regularly evaluates the appropriateness of its estimates and assumptions. Actual results could differ from those estimates. Certain accounting policies, including but not limited to those relating to derivative financial instruments and accounting for income taxes, are impacted significantly by judgments, assumptions and estimates used in the preparation of the consolidated financial statements.
Description of Business
The company operates within two operating segments: (1) ethanol production, which includes the production, storage and transportation of ethanol, distillers grains, Ultra-High Protein and renewable corn oil and (2) agribusiness and energy services, which includes grain handling and storage, commodity marketing and merchant trading for company-produced and third-party ethanol, distillers grains, renewable corn oil, natural gas and other commodities.
10
Table of Contents
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
Revenue Recognition
The company recognizes revenue when obligations under the terms of a contract with a customer are satisfied. Generally this occurs with the transfer of control of products or services. Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing services. Sales, value add, and other taxes the company collects concurrent with revenue-producing activities are excluded from revenue.
Sales of ethanol, distillers grains, Ultra-High Protein, renewable corn oil, natural gas and other commodities by the company’s marketing business are recognized when obligations under the terms of a contract with a customer are satisfied. Generally, this occurs with the transfer of control of products or services. Revenues related to marketing for third parties are presented on a gross basis as the company controls the product prior to the sale to the end customer, takes title of the product and has inventory risk. Unearned revenue is recorded for goods in transit when the company has received payment but control has not yet been transferred to the customer. Revenues for receiving, storing, transferring and transporting ethanol and other fuels are recognized when the product is delivered to the customer.
The company routinely enters into physical-delivery energy commodity purchase and sale agreements. At times, the company settles these transactions by transferring its obligations to other counterparties rather than delivering the physical commodity. Revenues include net gains or losses from derivatives related to products sold while cost of goods sold includes net gains or losses from derivatives related to commodities purchased. Revenues also include realized gains and losses on related derivative financial instruments and reclassifications of realized gains and losses on cash flow hedges from accumulated other comprehensive income or loss.
Sales of products are recognized when control of the product is transferred to the customer, which depends on the agreed upon shipment or delivery terms.
Shipping and Handling Costs
Cost of Goods Sold
Cost of goods sold includes materials, direct labor, shipping, plant overhead and transportation costs. Materials include the cost of corn feedstock, denaturant, and process chemicals. Corn feedstock costs include gains and losses on related derivative financial instruments not designated as cash flow hedges, inbound freight charges, inspection costs and transfer costs, as well as reclassifications of gains and losses on cash flow hedges from accumulated other comprehensive income or loss. Direct labor includes all compensation and related benefits of non-management personnel involved in production. Shipping costs incurred by the company, including railcar costs, are also reflected in cost of goods sold. Plant overhead consists primarily of plant utilities, and repairs and maintenance. Transportation costs include railcar leases, freight and shipping of the company's products, as well as storage costs incurred at destination terminals.
The company uses exchange-traded futures and options contracts and forward purchase and sale contracts to attempt to minimize the effect of price changes on ethanol, renewable corn oil, grain and natural gas. Exchange-traded futures and options contracts are valued at quoted market prices and settled predominantly in cash. The company is exposed to loss when counterparties default on forward purchase and sale contracts. Grain inventories held for sale and forward purchase and sale contracts are valued at market prices when available or other market quotes adjusted for basis differences, primarily in transportation, between the exchange-traded market and local market where the terms of the contract is based.
11
Table of Contents
Changes in forward purchase contracts and exchange-traded futures and options contracts are recognized as a component of cost of goods sold.
Derivative Financial Instruments
The company uses various derivative financial instruments, including exchange-traded futures and exchange-traded and over-the-counter options contracts, to attempt to minimize risk and the effect of commodity price changes including but not limited to, corn, ethanol, natural gas and other agricultural and energy products. The company monitors and manages this exposure as part of its overall risk management policy to reduce the adverse effect market volatility may have on its operating results. The company may hedge these commodities as one way to mitigate risk; however, there may be situations when these hedging activities themselves result in losses.
By using derivatives to hedge exposures to changes in commodity prices, the company is exposed to credit and market risk. The company’s exposure to credit risk includes the counterparty’s failure to fulfill its performance obligations under the terms of the derivative contract. The company minimizes its credit risk by entering into transactions with high quality counterparties, limiting the amount of financial exposure it has with each counterparty and monitoring their financial condition. Market risk is the risk that the value of the financial instrument might be adversely affected by a change in commodity prices or interest rates. The company manages market risk by incorporating parameters to monitor exposure within its risk management strategy, which limits the types of derivative instruments and strategies the company can use and the degree of market risk it can take using derivative instruments.
Forward contracts are recorded at fair value unless the contracts qualify for, and the company elects, normal purchase or sale exceptions. Changes in fair value are recorded in operating income unless the contracts qualify for, and the company elects, cash flow hedge accounting treatment.
Certain qualifying derivatives related to ethanol production and agribusiness and energy services are designated as cash flow hedges. The company evaluates the derivative instrument to ascertain its effectiveness prior to entering into cash flow hedges. Unrealized gains and losses are reflected in accumulated other comprehensive income or loss until the gain or loss from the underlying hedged transaction is realized and the physical transaction is completed. When it becomes probable a forecasted transaction will not occur, the cash flow hedge treatment is discontinued, which affects earnings. These derivative financial instruments are recognized in current assets or current liabilities at fair value.
At times, the company hedges its exposure to changes in inventory values and designates qualifying derivatives as fair value hedges. The carrying amount of the hedged inventory is adjusted in the current period for changes in fair value. Estimated fair values carried at market are based on exchange-quoted prices, adjusted as appropriate for regional location basis values which represent differences in local markets including transportation as well as quality or grade differences. Basis values are generally determined using inputs from broker quotations or other market transactions. However, a portion of the value may be derived using unobservable inputs. Ineffectiveness of the hedges is recognized in the current period to the extent the change in fair value of the inventory is not offset by the change in fair value of the derivative.
Assets Held for Sale
In accordance with ASC 360, Property, Plant, Equipment, the company determined the carrying values of certain assets classified as held for sale were not recoverable and exceeded their fair values. The company then measured the impairment losses by comparing the book values with current third-party quoted market prices, resulting in a total impairment of $10.7 million, which is recorded within impairment of assets held for sale in the ethanol production segment on the consolidated statements of operations. After the impairment, we have $5.5 million of assets held for sale as of June 30, 2025, which were recorded in the ethanol production segment within property and equipment, net of accumulated depreciation and amortization on the consolidated balance sheets.
Investments in Equity Method Investees
On June 30, 2025, the company disposed of its 50 % investment in GP Turnkey Tharaldson, which was accounted for on an equity method basis. Refer to Note 3 - Merger and Dispositions for further analysis. As of December 31, 2024, the company's investment in GP Turnkey Tharaldson totaled $51.6 million and is reflected in other assets on the consolidated
12
Table of Contents
balance sheet. The company did not capitalize any interest related to our equity method investments during the six months ended June 30, 2025. Interest capitalized during the six months ended June 30, 2024 totaled $0.8 million.
Product Financing Arrangement
2. REVENUE
Revenue by Source
The following tables disaggregate revenue by major source (in thousands):
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||
| Ethanol Production | Agribusiness & Energy Services | Eliminations | Total | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Revenues from contracts with customers under ASC 606 | |||||||||||||||||||||||
| Ethanol | $ | $ | $ | $ | |||||||||||||||||||
| Distillers grains | |||||||||||||||||||||||
| Renewable corn oil | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Intersegment revenues | ( | — | |||||||||||||||||||||
| Total revenues from contracts with customers | ( | ||||||||||||||||||||||
Revenues from contracts accounted for as derivatives under ASC 815 (1) | |||||||||||||||||||||||
| Ethanol | |||||||||||||||||||||||
| Distillers grains | |||||||||||||||||||||||
| Renewable corn oil | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Intersegment revenues | ( | — | |||||||||||||||||||||
| Total revenues from contracts accounted for as derivatives | ( | ||||||||||||||||||||||
| Total Revenues | $ | $ | $ | ( | $ | ||||||||||||||||||
13
Table of Contents
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||
| Ethanol Production | Agribusiness & Energy Services | Eliminations | Total | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Revenues from contracts with customers under ASC 606 | |||||||||||||||||||||||
| Ethanol | $ | $ | $ | $ | |||||||||||||||||||
| Distillers grains | |||||||||||||||||||||||
| Renewable corn oil | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Intersegment revenues | ( | — | |||||||||||||||||||||
| Total revenues from contracts with customers | ( | ||||||||||||||||||||||
Revenues from contracts accounted for as derivatives under ASC 815 (1) | |||||||||||||||||||||||
| Ethanol | |||||||||||||||||||||||
| Distillers grains | |||||||||||||||||||||||
| Renewable corn oil | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Intersegment revenues | ( | — | |||||||||||||||||||||
| Total revenues from contracts accounted for as derivatives | ( | ||||||||||||||||||||||
| Total Revenues | $ | $ | $ | ( | $ | ||||||||||||||||||
| Three Months Ended June 30, 2024 | |||||||||||||||||||||||
| Ethanol Production | Agribusiness & Energy Services | Eliminations | Total | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Revenues from contracts with customers under ASC 606 | |||||||||||||||||||||||
| Ethanol | $ | $ | $ | $ | |||||||||||||||||||
| Distillers grains | |||||||||||||||||||||||
| Renewable corn oil | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Intersegment revenues | ( | — | |||||||||||||||||||||
| Total revenues from contracts with customers | ( | ||||||||||||||||||||||
Revenues from contracts accounted for as derivatives under ASC 815 (1) | |||||||||||||||||||||||
| Ethanol | |||||||||||||||||||||||
| Distillers grains | |||||||||||||||||||||||
| Renewable corn oil | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Intersegment revenues | ( | — | |||||||||||||||||||||
| Total revenues from contracts accounted for as derivatives | ( | ||||||||||||||||||||||
| Total Revenues | $ | $ | $ | ( | $ | ||||||||||||||||||
14
Table of Contents
| Six Months Ended June 30, 2024 | |||||||||||||||||||||||
| Ethanol Production | Agribusiness & Energy Services | Eliminations | Total | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Revenues from contracts with customers under ASC 606 | |||||||||||||||||||||||
| Ethanol | $ | $ | $ | $ | |||||||||||||||||||
| Distillers grains | |||||||||||||||||||||||
| Renewable corn oil | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Intersegment revenues | ( | — | |||||||||||||||||||||
| Total revenues from contracts with customers | ( | ||||||||||||||||||||||
Revenues from contracts accounted for as derivatives under ASC 815 (1) | |||||||||||||||||||||||
| Ethanol | |||||||||||||||||||||||
| Distillers grains | |||||||||||||||||||||||
| Renewable corn oil | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Intersegment revenues | ( | — | |||||||||||||||||||||
| Total revenues from contracts accounted for as derivatives | ( | ||||||||||||||||||||||
| Total Revenues | $ | $ | $ | ( | $ | ||||||||||||||||||
(1)Revenues from contracts accounted for as derivatives represent physically settled derivative sales that are outside the scope of ASC 606.
Major Customers
Revenues from Customer A represented 45 % and 21 % of total revenues for the three and six months ended June 30, 2025, respectively, recorded within the ethanol production segment. For the three and six months ended June 30, 2024, Customer B represented 13 % and 14 % of total revenues, respectively, and revenues from Customer C represented 10 % of total revenues for the three months ended June 30, 2024, recorded within the ethanol production segment.
15
Table of Contents
3. MERGER AND DISPOSITIONS
Proventus LLC Disposition
On May 31, 2025, the company completed the sale of its 75 % interest in Proventus LLC for net proceeds of $0.4 million. The company recorded a pretax loss on the sale of $4.0 million during the three and six months ended June 30, 2025 within loss on sale of assets on the consolidated statements of operations. Net assets sold at closing, consisting of property and equipment, totaled $9.0 million. As part of the transaction, the company removed $4.5 million of non-controlling interest in Proventus LLC, which was included in the calculation of the pretax loss disclosed above.
GP Turnkey Tharaldson LLC Disposition
On June 30, 2025, the company sold its 50 % investment in GP Turnkey Tharaldson LLC for $25.0 million. Proceeds receivable from the disposal were $24.2 million as of June 30, 2025, and are recorded within receivable from sale of equity method investment on the consolidated balance sheets. The balance of the equity method investment on the date of the disposal was $51.2 million. A preliminary pretax loss of $27.0
Green Plains Partners Merger
On January 9, 2024, the transactions contemplated by the Merger Agreement were completed and the company issued approximately 4.7 million shares of common stock to acquire all of the publicly held common units of the partnership not already owned by the company prior to the Merger at a fixed exchange ratio of 0.405 shares of the company's common stock, par value $0.001 per share, along with $2.50 of cash consideration for each partnership common unit. The total consideration as a result of the Merger was $143.1 million, which was comprised of $29.2 million in cash and $113.9 million of common stock exchanged. As a result of the Merger, the partnership's common units are no longer publicly traded.
The interests in the partnership owned by the company and its subsidiaries remain outstanding as limited partner interests in the surviving entity. The General Partner of the partnership will continue to own the non-economic general partner interest in the surviving entity.
Since the company controlled the partnership prior to the Merger and continues to control the partnership after the Merger, the company accounted for the change in its ownership interest in the partnership as an equity transaction during the six months ended June 30, 2024, which is reflected as a reduction of non-controlling interest with a corresponding increase to common stock and additional paid-in capital. No gain or loss was recognized in the consolidated statements of operations as a result of the Merger.
Prior to the effective time of the Merger on January 9, 2024, public unitholders owned a 49.2 % limited partner interest, the company owned a 48.8 % limited partner interest and a 2.0 % general partner interest in the partnership. For the six months ended June 30, 2024, the non-controlling interest attributed to the partnership common units held by the public of $133.8 million were recorded as a reduction of non-controlling interest with a corresponding increase to additional paid-in capital.
The company incurred transaction costs of $5.5 million related to the Merger during the six months ended June 30, 2024. These costs were directly related to the Merger consisting primarily of financial advisory services, legal services and other professional fees, and were recorded as an offset to the issuance of common stock within additional paid-in capital.
4. 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. Fair value hedged inventories in the agribusiness and energy services segment as well as forward commodity
16
Table of Contents
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.
Derivative contracts include exchange-traded commodity futures and options contracts and forward commodity purchase and sale contracts. Exchange-traded futures and options contracts are valued based on unadjusted quoted prices in active markets and are classified in Level 1. The majority of the company’s exchange-traded futures and options contracts are cash-settled on a daily basis.
There have been no changes in valuation techniques and inputs used in measuring fair value. The company’s assets and liabilities by level are as follows (in thousands):
| Fair Value Measurements at June 30, 2025 | |||||||||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Unobservable Inputs (Level 3) | Total | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Restricted cash | |||||||||||||||||||||||
| Inventories carried at market | |||||||||||||||||||||||
| Derivative financial instruments - assets | |||||||||||||||||||||||
Property and equipment, net of accumulated depreciation and amortization (1) | |||||||||||||||||||||||
| Total assets measured at fair value | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
Accounts payable (2) | $ | $ | $ | $ | |||||||||||||||||||
| Derivative financial instruments - liabilities | |||||||||||||||||||||||
Other liabilities (3) | |||||||||||||||||||||||
| Total liabilities measured at fair value | $ | $ | $ | $ | |||||||||||||||||||
17
Table of Contents
| Fair Value Measurements at December 31, 2024 | |||||||||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Unobservable Inputs (Level 3) | Total | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Restricted cash | |||||||||||||||||||||||
| Inventories carried at market | |||||||||||||||||||||||
| Derivative financial instruments - assets | |||||||||||||||||||||||
| Total assets measured at fair value | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
Accounts payable (2) | $ | $ | $ | $ | |||||||||||||||||||
Accrued and other liabilities (3) | |||||||||||||||||||||||
| Derivative financial instruments - liabilities | |||||||||||||||||||||||
Other liabilities (3) | |||||||||||||||||||||||
| Total liabilities measured at fair value | $ | $ | $ | $ | |||||||||||||||||||
(1)Property and equipment, net of accumulated depreciation and amortization includes $5.5 million of assets held for sale at June 30, 2025.
(2)Accounts payable is generally stated at historical amounts with the exception of $18.6 million and $23.2 million at June 30, 2025 and December 31, 2024, 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.
(3)Accrued and other liabilities includes $2.1 million at December 31, 2024, while other liabilities includes $1.4 million and $1.0 million of consideration related to potential earn-out payments recorded at fair value at June 30, 2025 and December 31, 2024, respectively.
As of June 30, 2025, the fair value of the company’s debt was approximately $457.8 million compared with a book value of $508.2 million. At December 31, 2024, the fair value of the company’s debt was approximately $518.6 million compared with a book value of $575.4 million. The company estimated the fair value of its outstanding debt using Level 2 inputs. The company believes the fair value of its accounts receivable approximated book value, which was $78.5 million and $94.9 million at June 30, 2025 and December 31, 2024, respectively.
The fair values of tangible assets and goodwill acquired represent Level 3 measurements which were derived using a combination of the income approach, market approach and cost approach for the specific assets or liabilities being valued.
5. SEGMENT INFORMATION
The company reports the financial and operating performance for the following two operating segments: (1) ethanol production, which includes the production, storage and transportation of ethanol, distillers grains, Ultra-High Protein and renewable corn oil and (2) agribusiness and energy services, which includes grain handling and storage, commodity marketing and merchant trading for company-produced and third-party ethanol, distillers grains, Ultra-High Protein, renewable corn oil, natural gas and other commodities.
Corporate activities include selling, general and administrative expenses, consisting primarily of compensation, professional fees, overhead costs, gain on sale of assets, and restructuring costs not directly related to a specific operating segment.
During the normal course of business, the operating segments conduct business with each other. For example, the agribusiness and energy services segment procures grain and natural gas and sells products, including ethanol, distillers grains, Ultra-High Protein and renewable corn oil for the ethanol production segment. These intersegment activities are treated like third-party transactions with origination, marketing and storage fees charged at estimated market values. Consequently, these transactions affect segment performance; however, they do not impact the company’s consolidated results since the revenues and corresponding costs are eliminated.
18
Table of Contents
The Chief Operating Decision Maker ("CODM") for the company is the Interim Principal Executive Officer. The CODM utilizes EBITDA to assess segment performance, which is derived from revenue less cost of goods sold and selling, general and administrative expenses. The CODM manages and allocates resources to the operations of the company's two segments. This enables the CODM to assess the company’s overall level of available resources and determine how best to deploy these resources for capital expenditure, research and development projects, and other strategic opportunities that are in line with our long-term strategic goals. The CODM is regularly provided with consolidated expense information or forecasted expense information for the applicable reportable segment.
The following tables set forth certain financial data for the company’s operating segments (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Ethanol production | |||||||||||||||||||||||
| Revenues from external customers | $ | $ | $ | $ | |||||||||||||||||||
| Intersegment revenues | |||||||||||||||||||||||
| Total segment revenues | |||||||||||||||||||||||
| Agribusiness and energy services | |||||||||||||||||||||||
| Revenues from external customers | |||||||||||||||||||||||
| Intersegment revenues | |||||||||||||||||||||||
| Total segment revenues | |||||||||||||||||||||||
| Revenues including intersegment activity | |||||||||||||||||||||||
| Intersegment eliminations | ( | ( | ( | ( | |||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
Refer to Note 2 - Revenue, for further disaggregation of revenue by operating segment.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Cost of goods sold | |||||||||||||||||||||||
Ethanol production (1) | $ | $ | $ | $ | |||||||||||||||||||
| Agribusiness and energy services | |||||||||||||||||||||||
| Intersegment eliminations | ( | ( | ( | ( | |||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Gross margin | |||||||||||||||||||||||
Ethanol production (1) (2) | $ | $ | $ | $ | |||||||||||||||||||
| Agribusiness and energy services | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
19
Table of Contents
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Ethanol production | $ | $ | $ | $ | |||||||||||||||||||
Agribusiness and energy services (3) | |||||||||||||||||||||||
| Corporate activities | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Operating income (loss) | |||||||||||||||||||||||
Ethanol production (1) (2) (4) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Agribusiness and energy services (3) | |||||||||||||||||||||||
Corporate activities (5) (6) | ( | ( | ( | ( | |||||||||||||||||||
| $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||
(1)Ethanol production includes an inventory lower of cost or net realizable value adjustment of $2.3
(2)Ethanol production includes margins from a one-time sale of accumulated RINs of $22.6
(3)Depreciation and amortization for agribusiness and energy services includes impairment of property and equipment of $3.1
(4)Ethanol production includes impairment of assets held for sale of $10.7
(5)Corporate activities includes $1.7 million and $12.0 million of restructuring costs for the three and six months ended June 30, 2025, respectively, as a result of the company's cost reduction initiative, including severance related to the departure of its former CEO.
(6)Corporate activities include a pretax loss on sale of assets of $4.0
During the three and six months ended June 30, 2025, the company incurred restructuring costs related to severance, stock based compensation and other charges as a result of cost reduction initiatives that were recorded within the following line items in the consolidated statements of operations (in thousands):
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||
| Ethanol production | Agribusiness and energy services | Corporate activities | Subtotal | ||||||||||||||||||||
| Cost of goods sold | $ | $ | |||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Other, net | |||||||||||||||||||||||
| Total restructuring costs | $ | $ | |||||||||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||
| Ethanol production | Agribusiness and energy services | Corporate activities | Subtotal | ||||||||||||||||||||
| Cost of goods sold | $ | $ | |||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Other, net | |||||||||||||||||||||||
| Total restructuring costs | $ | $ | |||||||||||||||||||||
20
Table of Contents
The following tables reconcile EBITDA, our segment measure of profit or loss, to net loss (in thousands). EBITDA is defined as earnings before interest expense, income taxes, depreciation and amortization excluding the amortization of right-of-use assets and debt issuance costs.
| Three Months Ended June 30, 2025 | |||||||||||||||||
| Ethanol production | Agribusiness and energy services | Subtotal | |||||||||||||||
| EBITDA | $ | $ | $ | ||||||||||||||
| Depreciation and amortization | ( | ( | ( | ||||||||||||||
| Interest expense | ( | ( | ( | ||||||||||||||
| Subtotal | $ | ( | $ | ( | $ | ( | |||||||||||
Unallocated corporate expenses (1) | ( | ||||||||||||||||
| Income tax expense, net of equity method income tax benefit | ( | ||||||||||||||||
| Net loss | $ | ( | |||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||
| Ethanol production | Agribusiness and energy services | Subtotal | |||||||||||||||
| EBITDA | $ | ( | $ | $ | ( | ||||||||||||
| Depreciation and amortization | ( | ( | ( | ||||||||||||||
| Interest expense | ( | ( | ( | ||||||||||||||
| Subtotal | $ | ( | $ | ( | $ | ( | |||||||||||
Unallocated corporate expenses (1) | ( | ||||||||||||||||
| Income tax expense, net of equity method income tax benefit | ( | ||||||||||||||||
| Net loss | $ | ( | |||||||||||||||
| Three Months Ended June 30, 2024 | |||||||||||||||||
| Ethanol production | Agribusiness and energy services | Subtotal | |||||||||||||||
| EBITDA | $ | $ | $ | ||||||||||||||
| Depreciation and amortization | ( | ( | ( | ||||||||||||||
| Interest expense | ( | ( | ( | ||||||||||||||
| Subtotal | $ | ( | $ | $ | ( | ||||||||||||
Unallocated corporate expenses (1) | ( | ||||||||||||||||
| Income tax expense, net of equity method income tax benefit | |||||||||||||||||
| Net loss | $ | ( | |||||||||||||||
21
Table of Contents
| Six Months Ended June 30, 2024 | |||||||||||||||||
| Ethanol production | Agribusiness and energy services | Subtotal | |||||||||||||||
| EBITDA | $ | $ | $ | ||||||||||||||
| Depreciation and amortization | ( | ( | ( | ||||||||||||||
| Interest expense | ( | ( | ( | ||||||||||||||
| Subtotal | $ | ( | $ | $ | ( | ||||||||||||
Unallocated corporate expenses (1) | ( | ||||||||||||||||
| Income tax expense, net of equity method income tax benefit | ( | ||||||||||||||||
| Net loss | $ | ( | |||||||||||||||
(1)Corporate expenses include selling, general administrative expenses, depreciation and amortization, interest expense, and during 2025 includes restructuring costs related to cost savings initiatives and the departure of our former CEO as well as losses on the sale of assets and equity method investment.
The following table sets forth total assets by operating segment (in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||
Total assets (1) | |||||||||||
| Ethanol production | $ | $ | |||||||||
| Agribusiness and energy services | |||||||||||
| Corporate assets | |||||||||||
| Intersegment eliminations | ( | ( | |||||||||
| $ | $ | ||||||||||
6. INVENTORIES
Inventories are carried at the lower of cost or net realizable value, except fair-value hedged inventories. There was a $2.3 million and $2.1 million lower of cost or net realizable value inventory adjustment associated with finished goods in cost of goods sold within the ethanol production segment as of June 30, 2025 and December 31, 2024, respectively.
The components of inventories are as follows (in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Finished goods | $ | $ | |||||||||
| Commodities held for sale | |||||||||||
| Raw materials | |||||||||||
| Work-in-process | |||||||||||
| Supplies and parts | |||||||||||
| $ | $ | ||||||||||
7. DERIVATIVE FINANCIAL INSTRUMENTS
At June 30, 2025, the company’s consolidated balance sheet reflected unrealized losses of $6.7 million, net of tax, in accumulated other comprehensive loss. The company expects these items will be reclassified as operating loss over the next 12 months as a result of hedged transactions that are forecasted to occur. The amount realized in operating loss will differ as commodity prices change.
22
Table of Contents
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' Fair Value | Liability Derivatives' Fair Value | |||||||||||||||||||||||||
| June 30, 2025 | December 31, 2024 | June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||
| Derivative financial instruments - forwards | $ | (1) | $ | $ | (2) | $ | (3) | |||||||||||||||||||
| Other liabilities | — | — | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
(1)At June 30, 2025, derivative financial instruments, as reflected on the balance sheet, includes net unrealized gains on exchange-traded futures and options contracts of $1.1 million and the balance representing economic hedges.
(2)At June 30, 2025, derivative financial instruments, as reflected on the balance sheet, includes net unrealized losses on exchange-traded futures and options contracts of $0.9 million, which included $6.4 million of net unrealized losses on derivative financial instruments designated as cash flow hedging instruments, $1.5 million of unrealized gains on derivative financial instruments designated as fair value hedging instruments, and the balance representing economic hedges.
(3)At December 31, 2024, derivative financial instruments, as reflected on the balance sheet, includes net unrealized losses on exchange-traded futures and options contracts of $4.7 million, which include $0.5 million of net unrealized gains on derivative financial instruments designated as cash flow hedging instruments, $3.0 million of unrealized losses on derivative financial instruments designated as fair value hedging instruments, and the balance representing economic hedges.
Refer to Note 4 - Fair Value Disclosures, which contains fair value information related to derivative financial instruments.
Effect of Derivative Instruments on Consolidated Balance Sheets, Consolidated Statements of Operations and Consolidated Statements of Comprehensive Loss
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 Comprehensive Income into Income | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Revenues | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Cost of goods sold | ( | ( | ( | ( | ||||||||||||||||||||||
| Net loss recognized in loss before income taxes | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives | ||||||||||||||||||||||||||
| Gain (Loss) Recognized in Other Comprehensive Income on Derivatives | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Commodity contracts | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
A portion of the company’s derivative instruments are considered economic hedges and as such are not designated as hedging instruments. The company uses exchange-traded futures and options contracts to manage its net position of product inventories and forward cash purchase and sales contracts to reduce price risk caused by market fluctuations. Derivatives, including exchange traded contracts and forward commodity purchase or sale contracts, and inventories of certain agricultural products, which include amounts acquired under deferred pricing contracts, are stated at fair value. Fair
23
Table of Contents
value estimates are based on exchange-quoted prices, adjusted as appropriate for regional location basis value, which represent differences in local markets including transportation as well as quality or grade differences.
| Amount of Gain (Loss) Recognized in Income on Derivatives | ||||||||||||||||||||||||||||||||
| Derivatives Not Designated as Hedging Instruments | Location of Gain (Loss) Recognized in Income on Derivatives | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| Exchange-traded futures and options | Revenues | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||
| Forwards | Revenues | ( | ( | ( | ||||||||||||||||||||||||||||
| Exchange-traded futures and options | Cost of goods sold | |||||||||||||||||||||||||||||||
| Forwards | Cost of goods sold | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Net gain (loss) recognized in loss before income taxes | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
The following amounts were recorded on the consolidated balance sheets related to cumulative basis adjustments for the fair value hedged items (in thousands):
| June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| Line Item in the Consolidated Balance Sheet in Which the Hedged Item is Included | Carrying Amount of the Hedged Assets | Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Liabilities | Carrying Amount of the Hedged Assets | Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Liabilities | ||||||||||||||||||||||
| Inventories | $ | $ | ( | $ | $ | |||||||||||||||||||||
24
Table of Contents
Effect of Cash Flow and Fair Value Hedge Accounting on the Statements of Operations
| Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships for the Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Revenue | Cost of Goods Sold | Revenue | Cost of Goods Sold | ||||||||||||||||||||
| Loss on cash flow hedging relationships | |||||||||||||||||||||||
| Commodity contracts | |||||||||||||||||||||||
| Amount of loss on exchange-traded futures reclassified from accumulated other comprehensive income into income | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Gain (loss) on fair value hedging relationships | |||||||||||||||||||||||
| Commodity contracts | |||||||||||||||||||||||
| Fair-value hedged inventories | ( | ||||||||||||||||||||||
| Exchange-traded futures designated as hedging instruments | ( | ||||||||||||||||||||||
| 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 | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships for the Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| 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 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Gain (loss) on fair value hedging relationships | |||||||||||||||||||||||
| Commodity contracts | |||||||||||||||||||||||
| Fair-value hedged inventories | ( | ( | |||||||||||||||||||||
| Exchange-traded futures designated as hedging instruments | |||||||||||||||||||||||
| 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 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
25
Table of Contents
The notional volume of open commodity derivative positions as of June 30, 2025 are as follows (in thousands):
Exchange-Traded (1) | Non-Exchange-Traded (2) | |||||||||||||||||||||||||||||||
| Derivative Instruments | Net Long & (Short) | Long | (Short) | Unit of Measure | Commodity | |||||||||||||||||||||||||||
| Futures | ( | Bushels | Corn | |||||||||||||||||||||||||||||
| Futures | (3) | Bushels | Corn | |||||||||||||||||||||||||||||
| Futures | ( | (4) | Bushels | Corn | ||||||||||||||||||||||||||||
| Futures | ( | Gallons | Ethanol | |||||||||||||||||||||||||||||
| Futures | ( | (3) | Gallons | Ethanol | ||||||||||||||||||||||||||||
| Futures | ( | MmBTU | Natural Gas | |||||||||||||||||||||||||||||
| Futures | (3) | MmBTU | Natural Gas | |||||||||||||||||||||||||||||
| Futures | ( | (4) | MmBTU | Natural Gas | ||||||||||||||||||||||||||||
| Options | Bushels | Corn | ||||||||||||||||||||||||||||||
| Forwards | Bushels | Corn | ||||||||||||||||||||||||||||||
| Forwards | ( | Gallons | Ethanol | |||||||||||||||||||||||||||||
| Forwards | ( | Tons | Distillers Grains | |||||||||||||||||||||||||||||
| Forwards | ( | Pounds | Renewable Corn Oil | |||||||||||||||||||||||||||||
| Forwards | ( | MmBTU | Natural Gas | |||||||||||||||||||||||||||||
(1)Notional volume of exchange-traded futures and options are presented on a net long and (short) position basis. Options are presented on a delta-adjusted basis.
(2)Notional volume of non-exchange-traded forward physical contracts are presented on a gross long and (short) position basis, including both fixed-price and basis contracts, for which only the basis portion of the contract price is fixed.
(3)Notional volume of exchange-traded futures used for cash flow hedges.
(4)Notional volume of exchange-traded futures used for fair value hedges.
Energy trading contracts that do not involve physical delivery are presented net in revenues on the consolidated statements of operations. Included in revenues are net gains of $2.7 million and net gains of $5.3 million for the three and six months ended June 30, 2025, respectively, and net gains of $0.5 million and $2.3 million for the three and six months ended June 30, 2024, respectively, on energy trading contracts.
8. DEBT
The components of long-term debt are as follows (in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Corporate | |||||||||||
| $ | $ | ||||||||||
| Green Plains SPE LLC | |||||||||||
Junior secured mezzanine notes due 2026 (2) | |||||||||||
| Green Plains Shenandoah | |||||||||||
Term loan due 2035 (3) | |||||||||||
| Other | |||||||||||
| Total book value of long-term debt | |||||||||||
| Unamortized debt issuance costs | ( | ( | |||||||||
| Less: current maturities of long-term debt | ( | ( | |||||||||
| Total long-term debt | $ | $ | |||||||||
(1)The 2.25 % notes had $2.1 million and $2.7 million of unamortized debt issuance costs as of June 30, 2025 and December 31, 2024, respectively.
(2)The junior notes had $8.7 million and $0.2 million of unamortized debt issuance costs as of June 30, 2025 and December 31, 2024, respectively.
26
Table of Contents
(3)The loan had $0.2 million and $0.3 million of unamortized debt issuance costs as of June 30, 2025 and December 31, 2024, respectively.
The components of short-term notes payable and other borrowings are as follows (in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Green Plains Finance Company, Green Plains Grain and Green Plains Trade | |||||||||||
$ | $ | $ | |||||||||
| Green Plains Commodity Management | |||||||||||
$ | |||||||||||
| $ | $ | ||||||||||
Corporate Activities
In March 2021, the company issued an aggregate $230.0 million of 2.25 2.25 % notes bear interest at a rate of 2.25 % per year, payable on March 15 and September 15 of each year. The 2.25 2.25 2.25 % notes will not be convertible unless certain conditions are satisfied. The initial conversion rate is 31.6206 shares of the company’s common stock per $1,000 principal amount of 2.25 % notes (equivalent to an initial conversion price of approximately $31.62 per share of the company’s common stock), representing an approximately 37.5 % premium over the offering price of the company’s common stock. The conversion rate is subject to adjustment upon the occurrence of certain events, including but not limited to; the event of a stock dividend or stock split; the issuance of additional rights, options and warrants; spinoffs; or a tender or exchange offering. In addition, the company may be obligated to increase the conversion rate for any conversion that occurs in connection with certain corporate events, including the company’s calling the 2.25 % notes for redemption.
On and after March 15, 2024, and prior to the maturity date, the company may redeem, for cash, all, but not less than all, of the 2.25 % notes if the last reported sale price of the company’s common stock equals or exceeds 140 % of the applicable conversion price on (i) at least 20 trading days during a 30 consecutive trading day period ending on the trading day immediately prior to the date the company delivers notice of the redemption; and (ii) the trading day immediately before the date of the redemption notice. The redemption price will equal 100 % of the principal amount of the 2.25 % notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. In addition, upon the occurrence of a “fundamental change” (as defined in the indenture for the 2.25 % notes), holders of the 2.25 % notes will have the right, at their option, to require the company to repurchase their 2.25 % notes for cash at a price equal to 100 % of the principal amount of the 2.25 % notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
On May 7, 2025, the company entered into a secured $30 million revolving credit facility with Ancora Alternatives LLC, that matured on July 30, 2025. The facility bore interest at 10 % on borrowings and had a 0.5 % fee on the unused balance. Interest and fees were due on the 5th of each month. There was no outstanding balance on the facility as of June 30, 2025. In conjunction with this facility, the company issued 1,504,140 warrants to purchase shares of its common stock at an exercise price of $0.01 per share.
Ethanol Production Segment
On February 9, 2021, Green Plains SPE LLC, a wholly-owned special purpose subsidiary and parent of Green Plains Obion and Green Plains Mount Vernon, issued $125.0 million of junior secured mezzanine notes due 2026 (the “Junior Notes”) with BlackRock, a holder of a portion of the company’s common stock.
The Junior Notes were amended on May 7, 2025, which extended the maturity date from February 9, 2026 to May 15, 2026. A $2.5 million amendment fee was added to the balance of the Junior Notes, increasing the amount outstanding to $127.5 million. The Junior Notes are secured by a pledge of the membership interests in and the real property owned by Green Plains Obion and Green Plains Mount Vernon. Further, warrants previously issued in conjunction with the Junior Notes were revised on May 7, 2025, and $7.5 million, the fair value of the revised warrants, was recorded as debt issuance costs. These costs will be amortized through May 2026. As of July 31, 2025, the Junior Notes also are secured by a pledge of the membership interests in, the assets and the real property owned by Green Plains Madison LLC, Green Plains
27
Table of Contents
Superior LLC, Green Plains Fairmont LLC, Green Plains Otter Tail LLC, Green Plains Wood River and Green Plains York LLC, as well as the assets and membership interests of Fluid Quip Mechanical, LLC. 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 accrued interest at an annual rate of 11.75 % as of June 30, 2025. However, subject to the satisfaction of certain conditions, Green Plains SPE LLC may elect to pay an amount in cash equal to interest accruing at a rate of 6.00 % per annum plus an amount equal to interest accruing at a rate of 6.75 % per annum to be paid in kind. On August 10, 2025, the Junior Notes were amended to extend the maturity date to September 15, 2026, with an amendment fee of 2.5 % to be added to the principal balance of the Junior Notes, payable at the maturity date. The interest rate will increase by 0.5 % after the amendment, and by an additional 0.5 % each quarter on each scheduled interest payment date, with the next interest payment date being September 15, 2025. In addition to previous assets and equity securities pledged, the Junior Notes are now also secured by the assets and the real property owned by Green Plains Central City, LLC. The amendment adds certain financial covenant requirements, including restrictions on additional debt and certain transfer of assets. Also as part of the amendment, the company executed a subscription agreement with certain funds and accounts under management by BlackRock pursuant to which the company agreed to issue, and certain funds and accounts under management by BlackRock purchased, 3,250,000 stock warrants at a strike price of $0.01 per share with a ten year exercise period. The amendment also includes the right for such funds and accounts to exchange up to 750,000 warrants for a pro rata share of $6 million of outstanding principal of Junior Notes. The subscription agreement obligates the company to register for resale the shares of common stock underlying warrants issued to BlackRock. The entire outstanding principal balance, plus any accrued and unpaid interest is due upon maturity. Green Plains SPE LLC is required to comply with certain financial covenants regarding minimum liquidity at Green Plains and a maximum aggregate loan to value. The Junior Notes can be retired or refinanced after 42 months with no prepayment premium. The Junior Notes have an unsecured parent guarantee from the company and have certain limitations on distributions, dividends or loans to the company unless there will not exist any event of default.
On September 3, 2020, Green Plains Wood River and Green Plains Shenandoah, wholly-owned subsidiaries of the company, entered into a $75.0 million loan agreement with MetLife Real Estate Lending LLC. The loan matures on September 1, 2035 and is secured by substantially all of the assets of the Shenandoah facility, including the MSC™ and CST™ assets installed at that facility. During the second quarter of 2024, the agreement was modified to remove the Wood River facility from the assets considered to be secured under the loan agreement and Green Plains Wood River was removed as a counterparty to the loan agreement. The proceeds from the loan were used to add MSC™ technology at the Wood River and Shenandoah facilities as well as other capital expenditures.
The loan bears interest at a fixed rate of 5.02 %, plus an interest rate premium subject to quarterly adjustments from 0.00 % to 1.50 % based on the leverage ratio of total funded debt to EBITDA of Shenandoah. Principal payments of $1.5 million per year began in October 2022. Prepayments were 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 1.25 x, a total debt service reserve of six months of future principal and interest payments and a minimum working capital requirement at Green Plains of not less than $0.10 per gallon of nameplate capacity or $90.3 million. The loan is guaranteed by the company and has certain limitations on distributions, dividends or loans to Green Plains by Shenandoah unless immediately after giving effect to such action, there will not exist any event of default. At June 30, 2025, 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
28
Table of Contents
portion of the Facility is also subject to a commitment fee of 0.275 % to 0.375 %, dependent on undrawn availability. Additionally, the applicable margin and commitment fee are subject to certain increases or decreases of up to 0.10 % and 0.025 %, respectively, tied to the company’s achievement of certain sustainability criteria, including the reduction of GHG emissions, recordable incident rate reduction, increased renewable corn oil production and the implementation of technology to produce sustainable ingredients.
The Facility contains customary affirmative and negative covenants, as well as the following financial covenants to be calculated as of the last day of any month: the current ratio of the Borrowers shall not be less than 1.00 to 1.00; the collateral coverage ratio of the Borrowers shall not be less than 1.20 to 1.00; and the debt to capitalization ratio of the company shall not be greater than 0.60 to 1.00.
The Facility also includes customary events of default, including without limitation, failure to make required payments of principal or interest, material incorrect representations and warranties, breach of covenants, events of bankruptcy and other certain matters. The Facility is secured by the working capital assets of the Borrowers and is guaranteed by the company. At June 30, 2025, the interest rate on the Facility was 7.92 %.
Green Plains Commodity Management has an uncommitted secured revolving credit facility to finance margins related to its hedging programs, which is secured by cash and securities held in its brokerage accounts. On June 18, 2025, the credit facility was amended, reducing the $40.0 million borrowing limit to $20.0 million. During the first quarter of 2023, this revolving credit facility was extended five years to mature on April 30, 2028. Advances are subject to variable interest rates equal to SOFR plus 1.75 %. At June 30, 2025, the interest rate on the facility was 6.14 %.
Green Plains Grain has a short-term inventory financing agreement with a financial institution. The company has accounted for the agreement as short-term notes, rather than revenues, and has elected the fair value option to offset fluctuations in market prices of the inventory. This agreement is subject to negotiated variable interest rates. The company had no outstanding short-term notes payable related to the inventory financing agreement as of June 30, 2025.
Covenant Compliance
The company was in compliance with its debt covenants as of June 30, 2025.
Restricted Net Assets
At June 30, 2025, there were approximately $36.2 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.
9. STOCK-BASED COMPENSATION
The company has an equity incentive plan which reserved a total of 6.9 million shares of common stock for issuance pursuant to the plan, of which 1.3 million shares remain available for issuance. The plan provides for shares, including options to purchase shares of common stock, stock appreciation rights tied to the value of common stock, restricted stock, performance share awards, and restricted and deferred stock unit awards, to be granted to eligible employees, non-employee directors and consultants. The company measures stock-based compensation at fair value on the grant date, with no adjustments for estimated forfeitures. The company records noncash compensation expense related to equity awards in its consolidated financial statements over the requisite period on a straight-line basis.
29
Table of Contents
Restricted Stock Awards and Deferred Stock Units
The restricted non-vested stock awards and deferred stock units activity for the six months ended June 30, 2025 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, 2024 | $ | ||||||||||||||||
| Granted | |||||||||||||||||
| Forfeited | ( | ||||||||||||||||
| Vested | ( | ||||||||||||||||
| Non-Vested at June 30, 2025 | $ | ||||||||||||||||
Performance Share Awards
On March 10, 2025, March 13, 2024, and March 9, 2023, the Compensation Committee of the Board granted performance shares to be awarded in the form of common stock to certain participants of the plan. These performance shares vest based on the level of achievement of certain performance goals, including the incremental value achieved from the company’s high-protein and clean sugar initiatives, annual production levels and return on investment (ROI). Performance shares granted in 2025 and 2024 include certain market-based factors requiring a Monte Carlo valuation model to estimate the fair value of the performance shares on the date of the grant. The weighted average assumptions used by the company in applying the Monte Carlo valuation model for performance share grants and related valuation include a risk-free interest rate of 3.87 % and 4.44 %, dividend yields of 0 %, expected volatility of 55.4 % and 54.6 %, closing stock price on the date of grant of $5.48 and $20.21 , resulting in an estimated fair value of $7.08 and $25.23 per share. Performance shares granted in 2023 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 2025, 2024 and 2023 awards are 902,514 performance shares which represents 200 % of the 451,257 performance shares which remain outstanding, excluding forfeited shares. The actual number of performance shares that will ultimately vest is based on the actual performance targets achieved at the end of the performance period. This excludes an additional 69,959 performance shares granted to the Interim Principal Executive Officer in 2023, 2024 and 2025, which will vest at 100 % of target on December 31, 2025.
On March 14, 2022, the Compensation Committee of the Board granted performance shares to be awarded in the form of common stock to certain participants of the plan. The performance shares were granted at a target of 100 %, but each performance share was reduced or increased depending on results for the performance period. On March 14, 2025, based on the criteria discussed above, the 2022 performance shares vested at 30 %, which resulted in the issuance of 14,259 shares of common stock.
On February 28, 2025, the company announced the departure of Todd Becker as President and Chief Executive Officer, effective March 1, 2025. In accordance with his separation agreement, 221,895 of remaining outstanding performance shares that were granted during 2022, 2023, and 2024 vested immediately at target.
30
Table of Contents
The non-vested performance share award activity for the six months ended June 30, 2025, is as follows:
| Performance Shares | Weighted- Average Grant- Date Fair Value | Weighted-Average Remaining Vesting Term (in years) | |||||||||||||||
| Non-Vested at December 31, 2024 | $ | ||||||||||||||||
| Granted | |||||||||||||||||
| Forfeited | ( | ||||||||||||||||
| Vested | ( | ||||||||||||||||
| Non-Vested at June 30, 2025 | $ | ||||||||||||||||
Stock-Based Compensation Expense
Compensation costs for the stock-based payment plan were $2.3 million and $11.1 million for the three and six months ended June 30, 2025, respectively, and $3.5 million and $6.6 million for the three and six months ended June 30, 2024, respectively, with the increase primarily driven by accelerated vesting for the company's former CEO. At June 30, 2025, there was $11.6 million of unrecognized compensation costs from stock-based compensation related to non-vested awards. This compensation is expected to be recognized over a weighted-average period of approximately 2.3 years. The potential tax benefit related to stock-based payment is approximately 24.7 % of these expenses.
10. EARNINGS PER SHARE
Basic earnings per share, or EPS, is calculated by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period.
The company computes diluted EPS by dividing net income on an if-converted basis, adjusted to add back net interest expense related to the convertible debt instruments, by the weighted average number of common shares outstanding during the period, adjusted to include the shares that would be issued if the convertible debt instruments were converted to common shares and the effect of any outstanding dilutive securities.
The basic and diluted EPS are calculated as follows (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net loss attributable to Green Plains | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted average shares outstanding - basic and diluted | |||||||||||||||||||||||
| EPS - basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Anti-dilutive weighted-average convertible debt, warrants and stock-based compensation (1) | |||||||||||||||||||||||
(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. STOCKHOLDERS’ EQUITY
Warrants
On May 7, 2025, in connection with a revolving credit facility agreement, the company issued warrants in a private placement to purchase 1,504,140 shares of its common stock at an exercise price of $0.01 per share and expiration date of
31
Table of Contents
May 7, 2035. The company measured the fair value of the warrants as of the issuance date. Exercisable warrants are equity based and recorded in additional paid-in capital.
During the three months ended March 31, 2021, in connection with certain agreements, the company issued 2,000,000 warrants in a private placement to purchase shares of its common stock. The company entered into an amendment on its Junior Notes on May 7, 2025, and the warrants were repriced from $22.00 to $0.01 and the maturity date extended from April 28, 2026 to December 31, 2029. The warrants were revalued on May 7, 2025, and the increase in fair value was recorded in additional paid-in capital.
The remaining 550,000 warrants have a strike price of $22.00 and expiration dates are December 8, 2025 for 275,000 warrants and February 9, 2026 for 275,000 warrants.
The company has reserved 4,054,140 shares of common stock for the exercise of warrants to non-employees, of which 3,779,140 are exercisable, treated as equity based awards and recorded within additional paid-in capital. The remaining 275,000 warrants, of which 222,222 are exercisable as a result of achieving certain earn-out provisions and 52,778 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.
Green Plains Partners Merger
As a result of the Merger, for the six months ended June 30, 2024, the company issued approximately 4.7 million shares of common stock and recorded par value $0.001 per share, paid cash consideration of $29.2 million, extinguished the non-controlling interest attributed to the partnership common units held by the public of $133.8 million, and capitalized transaction costs of $7.5 million, within additional paid-in capital. Refer to Note 3 - Merger and Dispositions included herein for more information.
Components of stockholders’ equity for the three and six months ended June 30, 2025 and 2024 are as follows (in thousands):
| 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, 2024 | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||
| Net loss | — | — | — | ( | — | — | — | ( | ( | |||||||||||||||||||||||
| Other comprehensive loss before reclassification | — | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||
| Investment in subsidiaries | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||
| Balance, March 31, 2025 | ( | ( | ( | |||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | — | — | ( | ( | |||||||||||||||||||||||
| Other comprehensive loss before reclassification | — | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||
| Investment in subsidiaries | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Proventus disposition | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||
| Issuance of warrants | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Modification of warrants | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||
32
Table of Contents
| 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, 2023 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||
| Net loss | — | — | — | ( | — | — | — | ( | ( | |||||||||||||||||||||||
| Cash dividends and distributions declared | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Other comprehensive loss before reclassification | — | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||
| Investment in subsidiaries | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Partnership Merger | — | — | — | — | ( | ( | ||||||||||||||||||||||||||
| Stock-based compensation | — | ( | — | — | — | — | ( | ( | ||||||||||||||||||||||||
| Balance, March 31, 2024 | ( | ( | ( | |||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | — | — | ( | ( | |||||||||||||||||||||||
| Cash dividends and distributions declared | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Other comprehensive loss before reclassification | — | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Investment in subsidiaries | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive loss are as follows (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | Statements of Operations Classification | |||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||
| Gains (losses) on cash flow hedges | |||||||||||||||||||||||||||||
| Commodity derivatives | $ | $ | $ | ( | $ | (1) | |||||||||||||||||||||||
| Commodity derivatives | ( | ( | ( | ( | (2) | ||||||||||||||||||||||||
| Total losses on cash flow hedges | ( | ( | ( | ( | (3) | ||||||||||||||||||||||||
| Income tax benefit | (4) | ||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
(1)Revenues
(2)Costs of goods sold
(3)Loss before income taxes and loss from equity method investees, net of income taxes
(4)Income tax benefit (expense)
12. 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.
The IRA was signed into law on August 16, 2022. The IRA includes significant law changes relating to tax, climate change, energy and health care. The IRA significantly expands clean energy related tax credits and permits more flexibility
33
Table of Contents
for taxpayers to use the credits with direct-pay and transferable credit options. The company expects to benefit from certain energy related tax credits in future years.
On January 9, 2024, the transactions contemplated by the Merger Agreement were completed as described in more detail in Note 3 - Merger and Dispositions included herein. For income tax purposes, the total consideration given by the company in exchange for the remaining interest in the partnership, creates a tax basis in the acquired interest. Because the GAAP basis in the acquired interest is less than the total consideration, a new deferred tax asset was created. The company's valuation allowance on deferred tax assets increased by a corresponding amount, which did not have a material impact on the company's consolidated financial statements.
The OBBB was signed into law on July 4, 2025. The OBBB includes a broad range of tax reform provisions affecting businesses, including extending and modifying certain key provisions of the Tax Cuts & Jobs Act, and expanding certain Inflation Reduction Act incentives while accelerating the phase-out of others. Important business provisions of the OBBB include reinstatement of permanent expensing of research and development costs, higher EBITDA cap on the deduction for interest expense and 100% bonus depreciation. In addition, the OBBB extends the tax credit for Clean Fuel Production under section 45Z to December 31, 2029, and leaves credits generated from carbon capture under section 45Q substantially unchanged. The company expects to benefit from the business provisions of the OBBB and the extension of certain energy credits under the IRA and not be negatively impacted by the phase-out of other energy credits. At this time the company does not have enough information to provide a reasonable estimate of the future tax benefits.
The company recorded income tax expense of $2.3 million for the three months ended June 30, 2025, compared with income tax benefit of $0.3 million for the same period in 2024. The increase in the amount of tax expense recorded for the three months ended June 30, 2025 was primarily due to an increase in the valuation allowance recorded against deferred tax assets related to gains (losses) on derivatives.
The effective tax rate can be affected by variances in the estimates and amounts of taxable income among the various states, entities and activity types, realization of tax credits, adjustments from resolution of tax matters under review, valuation allowances and the company’s assessment of its liability for uncertain tax positions.
13. COMMITMENTS AND CONTINGENCIES
Leases
The company leases certain facilities, parcels of land, and equipment, with remaining terms ranging from less than one year to approximately 12.4 years. The land and facility leases include renewal options. The renewal options are included in the lease term only for those sites or locations in which they are reasonably certain to be renewed. Equipment renewals are not considered reasonably certain to be exercised as they typically renew with significantly different underlying terms.
The components of lease expense are as follows (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Lease expense | |||||||||||||||||||||||
| Operating lease expense | $ | $ | $ | $ | |||||||||||||||||||
Variable lease expense (1) | |||||||||||||||||||||||
| Total lease expense | $ | $ | $ | $ | |||||||||||||||||||
(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.
34
Table of Contents
Supplemental cash flow information related to operating leases is as follows (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | |||||||||||||||||||||||
| Operating cash flows from operating leases | $ | $ | $ | $ | |||||||||||||||||||
| Right-of-use assets obtained in exchange for lease obligations | |||||||||||||||||||||||
| Operating leases | |||||||||||||||||||||||
Supplemental balance sheet information related to operating leases is as follows:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Weighted average remaining lease term | |||||||||||
| Weighted average discount rate | % | % | |||||||||
Aggregate minimum lease payments under the operating lease agreements for the remainder of 2025 and in future years are as follows (in thousands):
| Year Ending December 31, | Amount | ||||
| 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total | |||||
| Less: Present value discount | ( | ||||
| Lease liabilities | $ | ||||
Other Commitments
As of June 30, 2025, the company had contracted future purchases of grain, distillers grains and natural gas valued at approximately $178.1 million and future commitments for storage and transportation, valued at approximately $33.9 million.
During the second quarter of 2025, the company entered into a product financing arrangement with a financial institution in which it received up front payment for corn oil that the company has an obligation to repurchase in weekly increments through January of 2026. As of June 30, 2025, a liability of $37.1 million was recorded within product financing arrangement on the consolidated balance sheets.
The company has entered into contracts with Tallgrass High Plains Carbon Storage, LLC and its affiliates, related to the construction, development and operation of carbon capture and sequestration projects at our three Nebraska plants, which are expected to be completed in 2025. Payments associated with these contracts are due monthly over a period of twelve years , commencing after the capture facilities are considered in-service. Amounts due under the contracts are based on the achievement of certain project milestones and are subject to termination of all or portions of the contracts. Certain of the future obligations to Tallgrass High Plains Carbon Storage LLC are secured by a leasehold deed of trust, security agreement and assignment of rents and leases. As of June 30, 2025, the company had incurred $82.0 million of accumulated construction costs in relation to the projects, presented as property, plant and equipment on the consolidated balance sheet, with an equal and offsetting liability presented as carbon equipment liabilities.
35
Table of Contents
Legal
The company is currently involved in litigation that has arisen in the ordinary course of business, but does not believe any pending litigation will have a material adverse effect on its financial position, results of operations or cash flows.
14. SUBSEQUENT EVENT
Junior Notes and Warrant Amendments
On August 10, 2025, the company amended and restated the indenture covering the Junior Notes with BlackRock to extend the maturity date to September 15, 2026, with an amendment fee of 2.5 % to be added to the principal balance of the Junior Notes, payable at the maturity date. The interest rate will increase by 0.5 % after the amendment, and by an additional 0.5 % each quarter on each scheduled interest payment date, with the next interest payment date being September 15, 2025. In addition to previous assets and equity securities pledged, the Junior Notes are now also secured by the assets and the real property owned by Green Plains Central City, LLC. The amendment adds certain financial covenant requirements, including restrictions on additional debt and certain transfer of assets. Also as part of the amendment, the company executed a subscription agreement with certain funds and accounts under management by BlackRock pursuant to which the company agreed to issue, and certain funds and accounts under management by BlackRock purchased, 3,250,000 stock warrants at a strike price of $0.01 per share with a ten year exercise period. The amendment also includes the right for such funds and accounts to exchange up to 750,000 warrants for a pro rata share of $6 million of outstanding principal of Junior Notes. The subscription agreement obligates the company to register for resale the shares of common stock underlying warrants issued to BlackRock.
36
Table of Contents
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, 2024.
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, 2024 and in Part II, Item 1A, “Risk Factors” in this report, or incorporated by reference. Specifically, we may experience fluctuations in future operating results due to a number of economic conditions and other factors, including: the status, expected timing, and expected outcome of our Board of Directors' ongoing review of strategic alternatives; the failure to realize the anticipated results from the new products being developed; the failure to realize the anticipated costs savings or other benefits of the Merger; local, regional and national economic conditions and the impact they may have on the company and its customers; disruption caused by health epidemics; conditions in the ethanol and biofuels industry, including a sustained decrease in the level of supply or demand for ethanol and biofuels or a sustained decrease in the price of ethanol or biofuels; competition in the ethanol industry and other industries in which we operate; commodity market risks, including those that may result from weather conditions, changes in government policies, and global political or economic issues; the financial condition of the company’s customers and counterparties; any non-performance by customers and counterparties of their contractual obligations; changes in customer, employee or supplier relationships resulting from the Merger; changes in safety, health, environmental and other governmental policy and regulation, including changes to tax laws such as the OBBB, tariffs, renewable fuel programs, and low carbon programs; risks related to acquisition and disposition activities and achieving anticipated results; risks associated with merchant trading; risks related to our equity method investees; the results of any reviews, investigations or other proceedings by government authorities; the performance of the company; and other factors detailed in reports filed with the SEC.
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 a leading biorefining company maximizing the potential of existing resources through fermentation and patented agribusiness technologies. We continue the transition from a commodity-processing business to a value-added agricultural technology company creating lower carbon, high-value ingredients from existing resources. To that end, we have a broad product and technology portfolio to support future product diversification and growth. We are a leader in deploying carbon capture technology to reduce the CI of our biofuels at several of our production facilities.
We group our business activities into the following two operating segments to manage performance:
•Ethanol Production. Our ethanol production segment includes the production, storage and transportation of ethanol, distillers grains, Ultra-High Protein and renewable corn oil at ten biorefineries in Illinois, Indiana, Iowa, Minnesota, Nebraska and Tennessee. At capacity, our ten facilities are capable of processing approximately 310
37
Table of Contents
million bushels of corn per year and producing approximately 903 million gallons of ethanol, 2.2 million tons of distillers grains and Ultra-High Protein, and 310 million pounds of renewable corn oil, a low-carbon feedstock for biodiesel, renewable diesel and SAF. 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 20.2 million bushels of grain storage capacity, and our commodity marketing business, which markets, sells and distributes the ethanol, distillers grains and renewable corn oil produced at our ethanol plants. We also buy and sell ethanol, distillers grains, renewable corn oil, grain, natural gas and other commodities in various markets.
As part of our carbon reduction strategy, we committed our seven biorefineries in Nebraska, Iowa and Minnesota to carbon capture and sequestration projects through carbon pipeline transport, our four Iowa and Minnesota facilities with Summit Carbon Solutions and our three Nebraska biorefineries with Trailblazer CO2 Pipeline LLC, which will lower GHG emissions through the capture of biogenic carbon dioxide at each of these biorefineries, significantly lowering their CI, in some cases by more than half. We have executed agreements for the future purchase, financing and installation of carbon capture equipment at our three Nebraska plants and anticipate total project costs of approximately $130 million. We anticipate completion of these Nebraska biorefinery carbon capture projects early in the fourth quarter of 2025, and Summit Carbon Solutions intends to be operational in 2027, based on publicly available information from Summit Carbon Solutions. There are few ethanol production facilities with carbon capture in place today, and we believe we may be among the first to produce lower-CI ethanol at scale. In addition, we are exploring alternatives for biogenic carbon dioxide utilization where pipeline transport or direct injection may not be feasible. Reducing the CI of our ethanol could allow us to benefit from state, federal and foreign clean fuel programs, including LCFS programs at the state level and federal tax credits under the IRA, including the 45Z Clean Fuel Production Credit, and could position our low-carbon ethanol as a potential feedstock for ATJ pathways to produce SAF.
SAF is a drop-in fuel, chemically identical to petroleum-based jet fuel and can be blended into the fuel supply at varying levels. There is an increasing focus on using this fuel to reduce the carbon footprint of air travel. SAF can be produced from vegetable and waste oil feedstocks, such as our renewable corn oil. Additionally, ATJ technologies are emerging and being commercialized that use low-CI ethanol as a feedstock to produce SAF. In January 2023, Green Plains, United Airlines and Tallgrass formed a joint venture, Blue Blade Energy, to explore development and commercialization of ATJ SAF.
We have installed and are operating FQT MSC™ technology at five of our biorefineries. Through our value-added ingredients initiative, we 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 and produce other higher value products, such as post-MSC™ distillers grains. We successfully commercialized and completed full scale 60% protein production runs using FQT's MSC™ system, which is our specialty feed ingredient branded as Sequence™.
The world's first commercial scale FQT CST™ facility in Shenandoah, Iowa has achieved successful production of dextrose syrups with CST™. The FQT CST™ technology allows for the production of both food and industrial grade low carbon-intensity glucose and dextrose corn syrups to target applications in food production, renewable chemicals and synthetic biology. The facility, when operating, is capable of producing approximately 60 million pounds of product per year. During the first quarter, the company idled its operations at the CST™ facility in Shenandoah, Iowa, as the company focuses on optimizing its product mix to maximize current returns. CST™ has already proven its ability to produce a high-purity dextrose with a lower carbon intensity and the company remains confident in its commercial potential. The decision to temporarily pause operations presents an opportunity to further refine the dextrose production process.
In July 2023, we announced a technology collaboration with Equilon Enterprises LLC, which allows us to use FQT’s precision separation and processing technology with Shell Fiber Conversion Technology. The two technologies combine fermentation, mechanical separation and processing, and fiber conversion into one platform. This has the potential to liberate all of the remaining distillers corn oil currently bound in the fiber fraction of the corn kernel, generate cellulosic sugars for production of low-carbon ethanol, and enhance and expand available high protein to produce high-quality ingredients for global pet, livestock and aquaculture diets. Our collaboration completed the construction of a large demonstration facility at Green Plains York and began commissioning during 2024.
Our margins are highly dependent on commodity prices, particularly for ethanol, distillers grains, Ultra-High Protein, 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
38
Table of Contents
margins are compressed. Our profitability could be significantly impacted by price movements of the aforementioned commodities.
Recent Developments
Junior Notes and Warrant Amendments
On August 10, 2025, the company amended and restated the indenture covering the junior secured mezzanine notes due 2026 (the “Junior Notes”) with BlackRock to extend the maturity date to September 15, 2026, with an amendment fee of 2.5% to be added to the principal balance of the Junior Notes, payable at the maturity date. The interest rate will increase by 0.5% after the amendment, and by an additional 0.5% each quarter on each scheduled interest payment date, with the next interest payment date being September 15, 2025. In addition to previous assets and equity securities pledged, the Junior Notes are now also secured by the assets and the real property owned by Green Plains Central City, LLC. The amendment adds certain financial covenant requirements, including restrictions on additional debt and certain transfer of assets. Also as part of the amendment, the company executed a subscription agreement with certain funds and accounts under management by BlackRock pursuant to which the company agreed to issue, and certain funds and accounts under management by BlackRock purchased, 3,250,000 stock warrants at a strike price of $0.01 per share with a ten year exercise period. The amendment also includes the right for such funds and accounts to exchange up to 750,000 warrants for a pro rata share of $6 million of outstanding principal of Junior Notes. The subscription agreement obligates the company to register for resale the shares of common stock underlying warrants issued to BlackRock.
On May 7, 2025, the company amended its $125 million Junior Notes with BlackRock to extend the maturity date to May 15, 2026, with an amendment fee of 2.0% added to the principal balance of the Junior Notes, payable at the maturity date. Further, the strike price of the warrants was revised from $22.00 to $0.01 and the maturity date extended from April 28, 2026 to December 31, 2029.
GP Turnkey Tharaldson LLC Disposition
On June 30, 2025, the company sold its 50% investment in GP Turnkey Tharaldson LLC for $25.0 million. Proceeds receivable from the disposal were $24.2 million as of June 30, 2025. A preliminary pretax loss of $27.0 million was recorded during the three and six months ended June 30, 2025. Proceeds from the sale were received during July 2025.
Product Financing Arrangement
On June 16, 2025, the company entered into a product financing arrangement with a financial institution in which it received up front payment of $38.4 million for corn oil that the company has an obligation to repurchase in weekly increments through January of 2026. As of June 30, 2025, a liability of $37.1 million was recorded within product financing arrangement on the consolidated balance sheets.
Ancora Credit Facility and Warrants
On May 7, 2025, the company entered into a secured $30 million revolving credit facility with Ancora Alternatives LLC, that matured on July 30, 2025. The facility bore interest at 10% on borrowings and had a 0.5% fee on the unused balance. Interest and fees were due on the 5th of each month. Also executed as part of the credit facility, the company has issued 1,504,140 stock warrants at a strike price of $0.01 per share. The warrants have a ten year exercise period.
Ethanol Marketing Agreement with Eco-Energy, LLC
On April 16, 2025, the company entered into an ethanol marketing agreement with Eco-Energy, LLC. The marketing agreement is for a term of five years, with certain early termination rights, and requires the company to sell exclusively to the Eco-Energy LLC, and for Eco-Energy LLC to purchase from the company all fuel grade ethanol, or other ethanol specifications as agreed to for a predetermined market-based marketing fee that may be adjusted based on gallons shipped. Eco-Energy, LLC has also agreed to handle certain back office duties related to the ethanol marketing and logistics across the company's platform, providing end-to-end support to optimize value, expand market access and improve supply chain
39
Table of Contents
efficiency. On April 14, 2025, a conforming amendment was entered into on the $350 million revolver to accommodate concentration risk with Eco-Energy, LLC.
Cooperation Agreement
On April 11, 2025, the company entered into a Cooperation Agreement with Ancora Holdings Group, LLC, a long-term shareholder, which outlines certain compositional changes to the Board, and provides for a standstill, voting commitment and other customary provisions.
The changes to the Board resulted in the appointment of three individuals as independent members on April 14, 2025, Steve Furcich, Carl Grassi, and Patrick Sweeney. These individuals were appointed as part of the continuation of the company's refreshment of the Board as they possess additive experience in key areas such as the agriculture and commodities sector, capital allocation, finance, long-term planning, and strategic reviews and transactions. From April 14, 2025, through the Annual Meeting, the appointments resulted in an expansion of the Board to ten members. The Board was reduced to eight members due to Ejnar A. Knudsen III and Alain Treuer not standing for re-election at this year’s Annual Meeting.
Leadership Transition
On February 28, 2025, the company announced the departure of Todd Becker as President and Chief Executive Officer and member of the Board, effective March 1, 2025. The Board has engaged an executive search firm to identify a new Chief Executive Officer. The Board appointed Michelle Mapes, Chief Legal & Administration Officer, as Interim Principal Executive Officer, and also appointed an executive committee comprised of Ms. Mapes, Jamie Herbert, Chief Human Resource Officer, Chris Osowski, Executive Vice President – Operations and Technology, and Imre Havasi, Senior Vice President – Head of Trading and Commercial Operations to lead the company until Mr. Becker’s successor is appointed. The Board designated Ms. Mapes as Interim Principal Executive Officer, effective as of March 1, 2025. As part of the company’s corporate reorganization and cost reduction initiative, Michelle Mapes' position as Chief Legal and Administration Officer and Corporate Secretary will be eliminated, effective no later than December 31, 2025, and both Grant Kadavy's position of EVP - Commercial Operations and Leslie van der Meulen's position of EVP - Product Marketing and Innovation were eliminated, effective February 6, 2025.
Restructuring Costs
As part of the strategic review process, in early 2025, the company launched a corporate reorganization and cost reduction initiative that will significantly reduce selling, general and administrative expenses on an ongoing basis. As part of this initiative, the company identified approximately $50 million of financial improvement annually, inclusive of savings from idling the Fairmont, Minnesota facility, transitioning to a third party ethanol marketer, and realigning corporate and trade group selling, general and administrative functions to reflect current strategic priorities. The company is continuing to identify additional opportunities. As a result of the reorganization, the company recorded one-time restructuring costs of $2.5 million and $19.1 million for the three and six months ended June 30, 2025, respectively, which includes severance related to the departure of its former CEO.
Strategic Review
The company initiated a strategic review process in February 2024 to explore a broad range of opportunities to enhance long-term shareholder value, including, but not limited to, acquisitions, divestitures, a merger or sale, partnerships and financings. The Board of Directors continues to progress the strategic review process, working with its financial advisors, BMO Capital Markets Corp. and Moelis & Company, and legal advisors Vinson & Elkins LLP. There is no deadline or definitive timetable for completion of the strategic review process, and there can be no assurances that the process will result in a transaction or any other outcome. The company does not intend to make any further public comment regarding the review until the Board has approved a specific action or otherwise determines that additional disclosure is appropriate or required.
Idling of Clean Sugar Technology facility in Shenandoah, Iowa
During the first quarter, the company idled its operations at the CST™ facility in Shenandoah, Iowa, as the company focuses on optimizing its product mix to maximize current returns. CST™ has already proven its ability to produce a high-
40
Table of Contents
purity dextrose with a lower carbon intensity and the company remains confident in its commercial potential. The decision to temporarily pause operations presents an opportunity to further refine the dextrose production process.
Idling of Fairmont, Minnesota Plant
In January 2025, the company idled its 119 million gallon ethanol plant in Fairmont, Minnesota as a result of persistent margin pressures, and the majority of the staff was terminated. The facility remains on track for carbon capture and sequestration coming online in 2027, which would fundamentally reshape the economics of the facility. The company will continue to monitor the potential margin available to determine any changes to future operations.
Results of Operations
During the second quarter of 2025, we maintained an average utilization rate of approximately 86.1% of capacity, or 99.2% excluding Fairmont, resulting in ethanol production of 193.6 mmg, compared with 208.5 mmg, or 92.6% of capacity, for the same quarter last year. Our operating strategy is to transform our company to a value-add agricultural technology company. Depending on the margin environment, we may exercise operational discretion that results in reductions in production volumes. It is possible that throughput volumes could fluctuate in the future, depending on various factors that drive each biorefinery’s variable contribution margin, including future driving and gasoline demand for the 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 five of our biorefineries.
U.S. Ethanol Supply and Demand
According to the EIA, domestic ethanol production averaged 1.05 million barrels per day during the second quarter of 2025, which was 2.9% higher than the 1.02 million barrels per day for the same quarter last year. Refiner and blender input volume was 910 thousand barrels per day for the second quarter of 2025, compared with 915 thousand barrels per day for the same quarter last year. Gasoline demand was consistent with the same quarter last year at 8.9 million barrels per day during the second quarter of 2025. U.S. domestic ethanol ending stocks increased by approximately 0.5 million barrels compared to the prior year, or 2.1%, to 24.1 million barrels as of June 30, 2025.
Global Ethanol Supply and Demand
According to the USDA Foreign Agriculture Service, domestic ethanol exports through May 31, 2025, were approximately 890 mmg, up from the 817 mmg for the same period of 2024. Canada was the largest export destination for U.S. ethanol accounting for approximately 32% of domestic ethanol export volume, driven in part by their national clean fuel standard. The Netherlands, United Kingdom and India accounted for approximately 13%, 11% and 11%, respectively, of U.S. ethanol exports. We currently estimate that net ethanol exports will range from 2.0 to 2.2 billion gallons in 2025, based on historical demand from a variety of countries and certain countries that seek to improve their air quality, reduce GHG emissions through low-carbon fuel programs and eliminate MTBE from their own fuel supplies. Fluctuations in currencies relative to the U.S. Dollar could impact the U.S. ethanol competitiveness in the global market.
Protein and Vegetable Oil Supply and Demand
Our dried distillers grains and Ultra-High Protein ingredients compete against other ethanol producers domestically and abroad, as well as with soybean meal, canola meal and other protein feed ingredients. Likewise, our distillers corn oil, which is a feedstock for producing biodiesel, renewable diesel and to some extent SAF, competes against other vegetable oils such as soybean oil, canola oil, and to some extent palm oil, as well as against waste oils such as used cooking oils, animal fats and tallow. While global protein demand has continued to grow since the advent of our transformation, so too has the production of vegetable proteins from multiple companies in an effort to capitalize on this trend, most notably in U.S. soy crushing capacity, which has led to an over-supplied domestic market and compressed protein values. Soybean processing capacity in the U.S. has been expanding to meet the rising demand for vegetable oils to produce renewable fuels. According to the National Oilseed Processors Association, for the second quarter of 2025, soybean crush was approximately 569 million bushels, up 44 million bushels from the 525 million bushels crushed during the second quarter of 2024. Soybean oil stocks were 1.4 billion pounds, which was down from the 1.6 billion pounds of stocks as of June 30, 2024. Soybean meal production was 13.5 million short tons for the second quarter of 2025, up from the 12.4 million short tons from the same period in the prior year.
Legislation and Regulation
We are sensitive to domestic and foreign 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 products we handle. Following the
41
Table of Contents
transition in U.S. presidential administration in early 2025, multiple executive orders signaling a shift in federal energy and environmental policy have been issued. These actions have included prioritization of domestic energy production, including fossil fuel sources, and challenges to state-level climate initiatives. As a result, there remains uncertainty regarding the future of federal support for renewable fuels and low-carbon programs. While we believe that biofuels remain aligned with the broader goals of U.S. energy independence and energy security, we continue to closely monitor evolving federal and state regulatory developments that may affect the supply, demand, or economic incentives for renewable fuels.
On June 13, 2025, the Federal Energy Regulatory Commission (“FERC”) issued an order approving a Stipulation and Consent Agreement ("Consent Agreement") between the Office of Enforcement (“OE”) and the company. The Consent Agreement resolved the OE’s investigation into trading activity conducted by the company which occurred during 2023. As part of the Consent Agreement, the company agreed to pay a civil penalty of $0.9 million, pay $23 thousand in restitution and interest, implement enhancements to its compliance program and be subject to certain trading restrictions.
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, lower the price of RINs and make it more difficult to sell fuel blends with higher levels of ethanol. Bills have also been introduced to require or otherwise incentivize higher levels of octane blending, allow for year-round sales of higher blends of ethanol, require car manufacturers to produce vehicles that can operate on higher ethanol blends and provide incentives for reducing the CI of biofuels including ethanol. 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 and foreign mandates and state-level clean fuel standards 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 U.S. farmers and reducing the country’s dependence on foreign oil. Consumer acceptance of FFVs, availability of higher ethanol blends and increased use of 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 standards 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 proposed Corporate Average Fuel Economy (CAFE) standards further incentivize EV production. Sales of EVs in the U.S. were approximately 311 thousand vehicles during the second quarter of 2025, which represented approximately 7.4% of new vehicles sales, down 6.3% from the approximately 332 thousand in the second quarter of 2024. Transition of the light duty surface transportation fleet from internal combustion engines to EVs could decrease the demand for ethanol. However, the current administration has taken steps to roll back the CAFE standards issued by the prior administration.
The IRA, signed into law on August 16, 2022, created a new Clean Fuel Production Credit, section 45Z of the Internal Revenue Code, of up to $1.00 per gallon for non-SAF fuels and $1.75 per gallon for SAF, depending on the level of GHG reduction below 50 CI for each gallon produced from 2025 to 2027. The IRA also expanded the carbon capture and sequestration credit, section 45Q of the Internal Revenue Code, to $85 for each metric ton of carbon dioxide sequestered, though it cannot be claimed in conjunction with the 45Z Clean Fuel Production Credit. It also increased funding for climate-smart agriculture and working lands conservation programs for farmers by $20 billion and provided credits for the production and purchase of EVs, 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 the IRA, including investment tax credits for construction of clean energy infrastructure, that could impact us and our overall competitiveness.
OBBB, which was signed into law on July 4, 2025, made significant changes to several clean energy tax credits beginning in 2026. The legislation extended the 45Z tax credit to 2029; eliminated the indirect land use change penalty for crop-based feedstocks; restricted eligibility to fuel feedstocks under the United States-Mexico-Canada Agreement; established Foreign Entity of Concern (FEOC) restrictions; clarified that negative emissions rates, with the exception of animal manure, are not allowed; enhanced the language on qualified sales; and reinstated the Small-Agri-biodiesel Producer Credit (section 40A), which was boosted to $0.20 per gallon and can be claimed in addition to any credit received under section 45Z. The legislation also established credit value parity for carbon utilization, including enhanced oil recovery, under the 45Q tax credit, which also includes FEOC restrictions.
Regulatory rulemaking for the administration of these programs is underway, and the final regulations could impact many aspects of our business. On January 10, 2025, the U.S. Department of Treasury issued a notice of intent to propose rulemaking on the 45Z Clean Fuel Production Credit, which it published on February 3, 2025 in Internal Revenue Bulletin 2025-6, and on January 15, 2025 the Department of Energy released an updated 45ZCF-GREET model for calculating CI values of various feedstocks and finished fuels under 45Z. Additionally, on January 15, 2025, the USDA put forth interim
42
Table of Contents
rules around climate smart agriculture for crops serving as feedstocks for biofuel production, including corn, soybeans and sorghum, though it was not incorporated into Treasury’s 45Z proposed rulemaking at this time. While the proposed regulations are subject to change, and the GREET model could continue to be updated such as on May 30, 2025 when the Department of Energy released a new version of the 45ZCF-GREET model, as of this filing the model indicates that CCS could reduce the CI of corn ethanol by approximately 33 points, and that distillers corn oil used to produce biodiesel, renewable diesel or SAF has a lower CI score relative to most other feedstocks. Additionally, the 45Z guidance excluded imported used cooking oil from qualifying for the credit if used as a feedstock to produce on-road fuels, though it still qualifies to produce SAF.
The RFS sets a floor for biofuels use in the United States. In June 2025, the EPA proposed RVOs for 2026 and 2027, setting the implied conventional ethanol levels at 15 billion gallons for 2026 and 2027. The EPA also proposed an increase in biomass-based diesel volumes over the two years, setting the volumes at 5.61 billion gallons for 2026 and 5.86 billion for 2027. The EPA also included a decrease in the 2025, 2026, and 2027 cellulosic volumes despite the fact that throughout 2024 and 2025, the EPA has approved many of the pending corn kernel fiber registrations which have been languishing for years at the agency. Additionally, the EPA completely removed the e-RIN pathway and the definition of renewable electricity from the RFS program and proposed to amend RFS regulations so that foreign biofuels and feedstocks would only generate 50 percent of the RIN value relative to domestic biofuels and feedstocks. The EPA held a public hearing on the RVO proposal on July 8, 2025 and opened a 45-day comment period closing on August 8, 2025.
Under the RFS, RINs impact 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 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 can affect the price of ethanol in certain markets and can influence purchasing decisions by obligated parties. SREs can reduce or waive entirely the obligation for a refinery, which has the practical effect of reducing the RVO, and by extension the number of RINs that need to be retired, which can impact their values and ultimately blending levels of renewable fuels. There are multiple on-going legal challenges to how the EPA has handled SREs and RFS rulemakings. On October 21, 2024, the U.S. Supreme Court agreed to review the various Circuit Court rulings on SREs to determine the proper venue. On February 6, 2025, the U.S. Supreme Court denied the new administration’s request to delay the case and oral arguments took place on March 25, 2025 with a final ruling issued on June 18, 2025. The Supreme Court ruled that the D.C. Circuit Court is the proper venue for legal challenges to SREs.
In 2019, the EPA issued emergency One-Pound Reid Vapor Pressure (RVP) waivers to allow for the continued sale of E15 during the summer months and similar summertime waivers have been issued each year since then, with the 2025 driving season marking the seventh consecutive year that E15 is able to be sold year-round nationwide, with the exception of California which has not approved the fuel. On October 25, 2024, the Governor of California issued a directive to CARB to expedite the ongoing multi-year review process for approving the use of E15 in the State and on June 27, 2025 signed a budget bill that includes additional funding for CARB to complete the review process.
The EPA has also allowed for the elimination of the One-Pound Waiver for E10 in several Midwestern states beginning with the 2025 summer driving season, which would have the practical effect of allowing for E15 to be sold year- round in the following states: Illinois, Iowa, Minnesota, Missouri, Nebraska, Ohio, South Dakota and Wisconsin. On February 21, 2025, the EPA announced it will uphold the April 28, 2025 implementation date and allowed states until February 26, 2025 to submit a request for delayed implementation. The State of Ohio and the State of South Dakota requested delayed implementation until 2026. Ohio’s request included the entire state and South Dakota’s request was limited to the western portion of their state.
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 (HBIIP) in the summer of 2020, providing competitive grants to fuel terminals and retailers for installing equipment capable of dispensing higher blends of ethanol and biodiesel. In December 2021, the USDA announced it would administer another infrastructure grant program. The IRA, signed into law in 2022, provided for an additional $500 million in USDA grants for biofuel infrastructure. On March 31, 2025, the USDA announced it intends to release $537 million in funding under the HBIIP.
More states are expected to join California, Washington, Oregon, and New Mexico in establishing their own LCFS programs. In recent years, several states have made progress on developing such programs by introducing legislation. Hawaii, Illinois, New Jersey, and New York have all introduced or reintroduced LCFS laws in 2025. However, most are at
43
Table of Contents
very early stages and still in committee. On July 1, 2025, a California LCFS amendment went into effect increasing the state’s 2030 CI reduction target from 20% to 30% as well introducing an automatic acceleration mechanism which will further increase CI reduction targets if the credit bank exceeds a certain threshold. This mechanism is expected to have an immediate “step-down” effect in 2025, increasing the reduction target to 9% from 7%. While the amendment does come with some additional compliance requirements, both of the above factors should have the effect of addressing credit oversupply and strengthening prices.
A string of 2024 U.S. Supreme Court decisions, namely Loper Bright Enterprises v. Raimondo, SEC v. Jarkesy and Corner Post, Inc. v. Board of Governors of the Federal Reserve, have redefined the power of federal agencies, as well as overturned the important principle of administrative law called "Chevron deference," based on a landmark case, Chevron U.S.A., Inc. v. Natural Resources Defense Council, Inc. The Chevron deference was a doctrine of judicial deference to administrative interpretations. The general shift in power from agencies to the judicial system resulting from these decisions could impact various regulatory rules affecting our business in ways that could affect our business, prospects and operations, and our financial performance positively or negatively.
Environmental and Other Regulation
Our operations are subject to environmental regulations, including those that govern the handling and release of ethanol, crude oil and other liquid hydrocarbon materials. Compliance with existing and anticipated environmental laws and regulations may increase our overall cost of doing business, including capital costs to construct, maintain, operate, and upgrade equipment and facilities, or limit the feasibility of certain capital improvement, expansion, or other projects due to environmental related permitting restrictions. We employ maintenance and operations personnel at each of our facilities, which are regulated by the Occupational Safety and Health Administration.
Comparability
There are various events that could affect comparability of our operating results, including fluctuations in our production rates in 2025 compared to 2024, along with the ceasing of a third-party ethanol marketing agreement with Tharaldson Ethanol Plant I LLC, the disposition of our Birmingham, Alabama terminal in September of 2024, the idling of our Fairmont, Minnesota plant in January of 2025 and our corporate restructuring and cost saving initiatives in 2025.
Segment Results
We report the financial and operating performance for the following two operating segments: (1) ethanol production, which includes the production, storage, and transportation of ethanol, distillers grains, Ultra-High Protein and renewable corn oil and (2) agribusiness and energy services, which includes grain handling and storage, commodity marketing and merchant trading for company-produced and third-party ethanol, distillers grains, renewable corn oil, natural gas and other commodities.
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, 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. 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.
When we evaluate segment performance, we review the following segment information as well as earnings before interest expense, income taxes, depreciation and amortization, or EBITDA, and adjusted EBITDA.
44
Table of Contents
The selected operating segment financial information is as follows (in thousands):
| Three Months Ended June 30, | % Variance | Six Months Ended June 30, | % Variance | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||||||||
| Ethanol production | |||||||||||||||||||||||||||||||||||
| Revenues from external customers | $ | 526,954 | $ | 524,264 | 0.5% | $ | 1,024,412 | $ | 1,028,710 | (0.4)% | |||||||||||||||||||||||||
| Intersegment revenues | 199 | 1,179 | (83.1) | 513 | 2,392 | (78.6) | |||||||||||||||||||||||||||||
| Total segment revenues | 527,153 | 525,443 | 0.3 | 1,024,925 | 1,031,102 | (0.6) | |||||||||||||||||||||||||||||
| Agribusiness and energy services | |||||||||||||||||||||||||||||||||||
| Revenues from external customers | 25,875 | 94,561 | (72.6) | 129,932 | 187,329 | (30.6) | |||||||||||||||||||||||||||||
| Intersegment revenues | 5,656 | 6,388 | (11.5) | 11,428 | 12,616 | (9.4) | |||||||||||||||||||||||||||||
| Total segment revenues | 31,531 | 100,949 | (68.8) | 141,360 | 199,945 | (29.3) | |||||||||||||||||||||||||||||
| Revenues including intersegment activity | 558,684 | 626,392 | (10.8) | 1,166,285 | 1,231,047 | (5.3) | |||||||||||||||||||||||||||||
| Intersegment eliminations | (5,855) | (7,567) | (22.6) | (11,941) | (15,008) | (20.4) | |||||||||||||||||||||||||||||
| $ | 552,829 | $ | 618,825 | (10.7)% | $ | 1,154,344 | $ | 1,216,039 | (5.1)% | ||||||||||||||||||||||||||
| Three Months Ended June 30, | % Variance | Six Months Ended June 30, | % Variance | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
| Cost of goods sold | |||||||||||||||||||||||||||||||||||
Ethanol production (1) | $ | 493,663 | $ | 495,053 | (0.3)% | $ | 997,127 | $ | 1,003,355 | (0.6)% | |||||||||||||||||||||||||
| Agribusiness and energy services | 23,451 | 93,516 | (74.9) | 124,549 | 181,502 | (31.4) | |||||||||||||||||||||||||||||
| Intersegment eliminations | (5,855) | (7,567) | (22.6) | (11,941) | (15,008) | (20.4) | |||||||||||||||||||||||||||||
| $ | 511,259 | $ | 581,002 | (12.0)% | $ | 1,109,735 | $ | 1,169,849 | (5.1)% | ||||||||||||||||||||||||||
| Three Months Ended June 30, | % Variance | Six Months Ended June 30, | % Variance | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
| Gross margin | |||||||||||||||||||||||||||||||||||
Ethanol production (1) (2) | $ | 33,490 | $ | 30,390 | 10.2% | $ | 27,798 | $ | 27,747 | 0.2% | |||||||||||||||||||||||||
| Agribusiness and energy services | 8,080 | 7,433 | 8.7 | 16,811 | 18,443 | (8.8) | |||||||||||||||||||||||||||||
| $ | 41,570 | $ | 37,823 | 9.9% | $ | 44,609 | $ | 46,190 | (3.4)% | ||||||||||||||||||||||||||
| Three Months Ended June 30, | % Variance | Six Months Ended June 30, | % Variance | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||
| Ethanol production | $ | 22,918 | $ | 20,544 | 11.6 % | $ | 43,953 | $ | 41,078 | 7.0 % | |||||||||||||||||||||||||
Agribusiness and energy services (3) | 3,860 | 497 | * | 4,458 | 1,002 | * | |||||||||||||||||||||||||||||
| Corporate activities | 782 | 543 | 44.0 | 1,536 | 991 | 55.0 | |||||||||||||||||||||||||||||
| $ | 27,560 | $ | 21,584 | 27.7 % | $ | 49,947 | $ | 43,071 | 16.0 % | ||||||||||||||||||||||||||
45
Table of Contents
| Three Months Ended June 30, | % Variance | Six Months Ended June 30, | % Variance | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
| Operating income (loss) | |||||||||||||||||||||||||||||||||||
Ethanol production (1) (2) (4) | $ | (12,218) | $ | (2,213) | * | $ | (51,768) | $ | (35,866) | 44.3% | |||||||||||||||||||||||||
Agribusiness and energy services (3) | 849 | 2,166 | (60.8) | 3,282 | 8,170 | (59.8) | |||||||||||||||||||||||||||||
Corporate activities (5) (6) | (16,994) | (17,664) | (3.8) | (42,137) | (34,904) | 20.7 | |||||||||||||||||||||||||||||
| $ | (28,363) | $ | (17,711) | 60.1% | $ | (90,623) | $ | (62,600) | 44.8% | ||||||||||||||||||||||||||
(1)Ethanol production includes an inventory lower of cost or net realizable value adjustment of $2.3 million for the three and six months ended June 30, 2025.
(2)Ethanol production includes margins from a one-time sale of accumulated RINs of $22.6 million for the three and six months ended June 30, 2025.
(3)Depreciation and amortization for agribusiness and energy services includes impairment of property and equipment of $3.1 million for the three and six months ended June 30, 2025.
(4)Ethanol production includes impairment of assets held for sale of $10.7 million for the three and six months ended June 30, 2025.
(5)Corporate activities includes $1.7 million and $12.0 million of restructuring costs for the three and six months ended June 30, 2025 as a result of the company's cost reduction initiative, including severance related to the departure of its former CEO.
(6)Corporate activities include a pretax loss on sale of assets of $4.0 million for the three and six months ended June 30, 2025.
* Percentage variances not considered meaningful.
We use EBITDA, adjusted EBITDA, and segment EBITDA as 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 taxes, depreciation and amortization excluding the amortization of right-of-use assets and debt issuance costs. Adjusted EBITDA includes adjustments related to restructuring costs, loss on sale of assets and equity method investment, impairment of assets held for sale and our proportional share of EBITDA adjustments of our equity method investees. We believe EBITDA, adjusted EBITDA and segment EBITDA are useful measures to compare our performance against other companies. 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 segment EBITDA calculations may vary from company to company. Accordingly, our computation of EBITDA, adjusted EBITDA, and segment EBITDA may not be comparable with a similarly titled measure of other companies.
The following table reconciles net loss including noncontrolling interest to adjusted EBITDA (in thousands):
| Three Months Ended June 30, | % Variance | Six Months Ended June 30, | % Variance | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
| Net loss | $ | (72,227) | $ | (24,038) | 200.5% | $ | (144,868) | $ | (75,160) | 92.7% | |||||||||||||||||||||||||
| Interest expense | 13,899 | 7,494 | 85.5 | 22,812 | 15,280 | 49.3 | |||||||||||||||||||||||||||||
| Income tax expense (benefit), net of equity method income tax benefit | 1,885 | (273) | * | 1,720 | 56 | * | |||||||||||||||||||||||||||||
Depreciation and amortization (1) | 27,560 | 21,584 | 27.7 | 49,947 | 43,071 | 16.0 | |||||||||||||||||||||||||||||
| EBITDA | (28,883) | 4,767 | * | (70,389) | (16,753) | * | |||||||||||||||||||||||||||||
| Restructuring costs | 2,520 | — | * | 19,106 | — | * | |||||||||||||||||||||||||||||
| Loss on sale of assets | 4,044 | — | * | 4,044 | — | * | |||||||||||||||||||||||||||||
| Impairment of assets held for sale | 10,724 | — | * | 10,724 | — | * | |||||||||||||||||||||||||||||
| Loss on sale of equity method investment | 26,987 | — | * | 26,987 | — | * | |||||||||||||||||||||||||||||
| Proportional share of EBITDA adjustments to equity method investees | 1,050 | 271 | * | 1,828 | 316 | * | |||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 16,442 | $ | 5,038 | * | $ | (7,700) | $ | (16,437) | (53.2)% | |||||||||||||||||||||||||
(1)Excludes amortization of operating lease right-of-use assets and amortization of debt issuance costs.
46
Table of Contents
The following table reconciles segment EBITDA to consolidated adjusted EBITDA (in thousands):
| Three Months Ended June 30, | % Variance | Six Months Ended June 30, | % Variance | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
| Adjusted EBITDA | |||||||||||||||||||||||||||||||||||
Ethanol production (1) | $ | 8,992 | $ | 17,952 | (49.9)% | $ | (10,424) | $ | 4,331 | * | |||||||||||||||||||||||||
| Agribusiness and energy services | 5,028 | 3,045 | 65.1 | 8,184 | 10,101 | (19.0) | |||||||||||||||||||||||||||||
Corporate activities (2) (3) | (42,903) | (16,230) | 164.3 | (68,149) | (31,185) | 118.5 | |||||||||||||||||||||||||||||
| EBITDA | (28,883) | 4,767 | * | (70,389) | (16,753) | * | |||||||||||||||||||||||||||||
| Restructuring Costs | 2,520 | — | * | 19,106 | — | * | |||||||||||||||||||||||||||||
| Loss on sale of assets | 4,044 | — | * | 4,044 | — | * | |||||||||||||||||||||||||||||
| Impairment of assets held for sale | 10,724 | — | * | 10,724 | — | * | |||||||||||||||||||||||||||||
| Loss on sale of equity method investment | 26,987 | — | * | 26,987 | — | * | |||||||||||||||||||||||||||||
| Proportional share of EBITDA adjustments to equity method investees | 1,050 | 271 | * | 1,828 | 316 | * | |||||||||||||||||||||||||||||
| $ | 16,442 | $ | 5,038 | * | $ | (7,700) | $ | (16,437) | (53.2)% | ||||||||||||||||||||||||||
(1)Ethanol production includes margins from a one-time sale of accumulated RINs of $22.6 million offset by impairment of assets held for sale of $10.7 million and an inventory lower of cost or net realizable value adjustment of $2.3 million for the three and six months ended June 30, 2025.
(2)Corporate activities includes $1.7 million and $12.0 million of restructuring costs recorded within selling, general and administrative expenses for the three and six months ended June 30, 2025, respectively, as a result of the company's cost reduction initiative, including severance related to the departure of its former CEO.
(3)Corporate activities include a pretax loss on sale of assets of $4.0 million and a pretax loss on sale of equity method investment of $27.0 million for the three and six months ended June 30, 2025.
* Percentage variances not considered meaningful.
Three Months Ended June 30, 2025 Compared with the Three Months Ended June 30, 2024
Consolidated Results
Consolidated revenues decreased $66.0 million for the three months ended June 30, 2025 compared with the same period in 2024 primarily as a result of the company ceasing a third-party ethanol marketing agreement with Tharaldson Ethanol Plant I LLC.
Net loss increased $48.2 million for the three months ended June 30, 2025 compared with the same period last year primarily due to a loss on equity method investees, net of taxes of $28.3 million, impairment of assets held for sale of $10.7 million and a loss on sale of assets of $4.0 million. Adjusted EBITDA increased $11.4 million for the three months ended June 30, 2025 compared with the same period last year primarily due to a change in operating strategy and margins from a one-time sale of accumulated RINs partially offset by lower margins in our ethanol production segment. Interest expense increased for the three months ended June 30, 2025 compared with the same period in 2024 primarily due to amortization of loan fees related to the issuance and modification of warrants in conjunction with access to a short-term line of credit and an amendment on our Junior Notes as well as decreased capitalized interest. Income tax expense was $2.3 million for the three months ended June 30, 2025 compared with income tax benefit of $0.3 million for the same period in 2024 primarily due to an increase in the valuation allowance recorded against certain deferred tax assets related to gains (losses) on derivatives.
The following discussion provides greater detail about our second quarter segment performance.
47
Table of Contents
Ethanol Production Segment
Key operating data for our ethanol production segment is as follows (in thousands):
| Three Months Ended June 30, | |||||||||||||||||
| 2025 | 2024 | % Variance | |||||||||||||||
| Ethanol (gallons) | 193,571 | 208,483 | (7.2)% | ||||||||||||||
| Distillers grains (equivalent dried tons) | 413 | 463 | (10.8) | ||||||||||||||
| Ultra-High Protein (tons) | 66 | 65 | 1.5 | ||||||||||||||
| Renewable corn oil (pounds) | 65,231 | 73,630 | (11.4) | ||||||||||||||
| Corn consumed (bushels) | 65,312 | 71,819 | (9.1) | ||||||||||||||
Revenues in our ethanol production segment increased $1.7 million for the three months ended June 30, 2025 compared with the same period in 2024, primarily due to a sale of RINs accumulated over time and higher weighted average selling prices on ethanol and renewable corn oil resulting in increased revenues of $22.6 million, $7.3 million and $7.8 million, respectively, partially offset by lower ethanol, distillers grain and renewable corn oil volumes sold resulting in decreased revenues of $27.7 million, $8.2 million and $3.8 million, respectively, in addition to lower terminal revenues of $2.4 million. Revenues also increased as a result of hedging activities by $6.9 million.
Cost of goods sold in our ethanol production segment decreased $1.4 million for the three months ended June 30, 2025 compared with the same period last year primarily due to lower corn volumes processed, ethanol freight costs and repair and maintenance costs resulting in decreases of $30.0 million, $19.9 million and $4.6 million, respectively, partially offset by higher ethanol volumes purchased and weighted average corn prices resulting in increased costs of $41.8 million and $5.4 million, respectively. Costs also increased as a result of hedging activities of $5.7 million.
Operating loss in our ethanol production segment increased $10.0 million for the three months ended June 30, 2025 compared with the same period in 2024 primarily due to impairment of assets held for sale and decreased margins as outlined above partially offset by margins from a one-time sale of accumulated RINs. Depreciation and amortization expense for the ethanol production segment was $22.9 million for the three months ended June 30, 2025, compared with $20.5 million for the same period last year.
Agribusiness and Energy Services Segment
Revenues in our agribusiness and energy services segment decreased $69.4 million while operating income decreased $1.3 million for the three months ended June 30, 2025 compared with the same period in 2024. The decrease in revenues was primarily a result of the company ceasing a third-party ethanol marketing agreement with Tharaldson Ethanol Plant I LLC. The decrease in operating income was primarily due to the impairment of property and equipment of $3.1 million.
Intersegment Eliminations
Intersegment eliminations of revenues decreased $1.7 million for the three months ended June 30, 2025 compared with the same period in 2024 primarily due to decreased freight revenue associated with the ethanol production segment.
Corporate Activities
Operating loss was impacted by a decrease in corporate activities of $0.7 million for the three months ended June 30, 2025 compared to the same period in 2024, primarily due to a $5.0 million decrease in selling, general and administrative expenses as a result of the company's corporate reorganization and cost reduction initiative partially offset by a loss on sale of assets of $4.0 million during the three months ended June 30, 2025.
48
Table of Contents
Six Months Ended June 30, 2025 Compared with the Six Months Ended June 30, 2024
Consolidated Results
Consolidated revenues decreased $61.7 million for the six months ended June 30, 2025 compared with the same period in 2024 primarily as a result of the company ceasing a third-party ethanol marketing agreement with Tharaldson Ethanol Plant I LLC.
Net loss increased $69.7 million for the six months ended June 30, 2025 compared with the same period last year primarily due to a loss on equity method investees, net of taxes of $29.1 million, impairment of assets held for sale of $10.7 million and a loss on sale of assets of $4.0 million in addition to $19.1 million of restructuring costs. Adjusted EBITDA increased $8.7 million for the six months ended June 30, 2025 compared with the same period last year primarily due to margins from a one-time sale of accumulated RINs offset by lower margins in our agribusiness and energy services and ethanol production segments. Interest expense increased $7.5 million for the six months ended June 30, 2025 compared with the same period in 2024 primarily due to amortization of loan fees related to the issuance and modification of warrants in conjunction with access to a short-term line of credit and an amendment on our Junior Notes as well as decreased capitalized interest. Income tax expense was $2.4 million for the six months ended June 30, 2025, compared with income tax expense of $0.1 million for the same period in 2024 primarily due to an increase in the valuation allowance recorded against certain deferred tax assets related to gains (losses) on derivatives.
The following discussion provides greater detail about our year-to-date segment performance.
Ethanol Production Segment
Key operating data for our ethanol production segment is as follows (in thousands):
| Six Months Ended June 30, | |||||||||||||||||
| 2025 | 2024 | % Variance | |||||||||||||||
| Ethanol (gallons) | 388,899 | 416,387 | (6.6)% | ||||||||||||||
| Distillers grains (equivalent dried tons) | 830 | 932 | (10.9) | ||||||||||||||
| Ultra-High Protein (tons) | 134 | 125 | 7.2 | ||||||||||||||
| Renewable corn oil (pounds) | 129,494 | 140,351 | (7.7) | ||||||||||||||
| Corn consumed (bushels) | 131,576 | 143,093 | (8.0) | ||||||||||||||
Revenues in our ethanol production segment decreased $6.2 million for the six months ended June 30, 2025 compared with the same period in 2024, primarily due to lower ethanol, distillers grains, and renewable corn oil volumes sold resulting in decreased revenues of $48.7 million, $16.5 million and $5.2 million, respectively, in addition to lower average selling prices of distillers grains and lower terminal revenues resulting in decreased revenues of $19.6 million and $4.5 million, respectively, partially offset by higher weighted average selling prices of ethanol and renewable corn oil volumes sold resulting in increased revenues of $54.2 million and $6.1 million, respectively, as well as $22.6 million related to a one-time sale of accumulated RINs and a $9.2 million increase as a result of hedging activities.
Cost of goods sold in our ethanol production segment decreased $6.2 million for the six months ended June 30, 2025 compared with the same period last year primarily due to lower corn volumes processed, lower freight costs, lower repair and maintenance costs and hedging activities resulting in decreases of $52.8 million, $15.3 million, $5.6 million and $1.7 million, respectively, offset by higher ethanol volumes purchased and weighted average corn prices resulting in increased costs of $53.0 million and $21.3 million, respectively.
Operating loss increased $15.9 million for the six months ended June 30, 2025 compared with the same period in 2024 due to impairment of assets held for sale of $10.7 million, a $2.9 million increase in depreciation and amortization expense as a result of additional assets being placed in service and non-recurring increased personnel costs as a result of restructuring.
Agribusiness and Energy Services Segment
Revenues in our agribusiness and energy services segment decreased $58.6 million while operating income decreased
49
Table of Contents
$4.9 million for the six months ended June 30, 2025 compared with the same period in 2024. The decrease in revenues was a result of the company ceasing a third-party ethanol marketing agreement with Tharaldson Ethanol Plant I LLC. Operating income decreased primarily as a result of the impairment of property and equipment of $3.1 million as well as non-recurring increased personnel costs as a result of restructuring.
Intersegment Eliminations
Intersegment eliminations of revenues decreased by $3.1 million for the six months ended June 30, 2025 compared with the same period in 2024 primarily due to decreased freight revenue associated with the ethanol production segment as well as decreased marketing and corn origination fees paid to the agribusiness and energy services segment as a result of lower volumes processed.
Corporate Activities
Operating loss was impacted by an increase in corporate activities of $7.2 million for the six months ended June 30, 2025 compared to the same period in 2024, primarily due to a loss on sale of assets of $4.0 million as well as non-recurring increased personnel costs as a result of restructuring, partially offset by a decrease in selling, general and administrative expenses as a result of the company's corporate reorganization and cost reduction initiative during the six months ended June 30, 2025.
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 or from debt and equity capital markets. Our ability to access capital markets for debt under reasonable terms depends on our financial condition, credit ratings and market conditions. We believe that our ability to obtain financing at reasonable rates based on these factors remains sufficient and provides a solid foundation to meet our future liquidity and capital resource requirements.
On June 30, 2025, we had $108.6 million in cash and cash equivalents and $44.1 million in restricted cash. We also had $258.5 million available under our committed revolving credit agreement, subject to restrictions or other lending conditions based specifically on the availability of sufficient eligible collateral to support additional borrowings, in addition to $30.0 million available under our line of credit with Ancora. Total corporate liquidity consisting of unrestricted cash, distributable cash from subsidiaries and credit facility availability was $93.3 million as of June 30, 2025. Funds at certain subsidiaries are generally required for their ongoing operational needs and restricted from distribution. At June 30, 2025, our subsidiaries had approximately $36.2 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.
The company has $130.7 million of debt under the Junior Notes due on September 15, 2026 and $230.0 million of debt under the unsecured 2.25% convertible senior notes due March 15, 2027. On or before the maturation of this debt in 2026 and 2027, respectively, the company will require substantial additional liquidity to satisfy these debt obligations. The company is currently evaluating strategies to refinance or otherwise obtain the needed additional liquidity to satisfy these obligations, including but not limited to, issuing debt and/or other securities, entering into other financing arrangements, selling assets, or other strategic actions. There can be no assurance that the company will be able to execute on these strategies under acceptable terms or at all. If we are not able to refinance or extend the maturity date of the Junior Notes, the Junior Notes will be classified as current debt as of September 15, 2025 and the convertible senior notes will be classified as current debt as of March 15, 2026.
Net cash provided by operating activities was $3.8 million for the six months ended June 30, 2025, compared with net cash used in operating activities of $65.7 million for the same period in 2024. Net cash provided by operating activities compared to the prior year was primarily affected by lower receivable and inventory balances due to a shortened cash conversion cycle resulting from the marketing agreement with Eco-Energy, LLC. This improvement was partially offset by a higher net loss from the same period of the prior year. Net cash used in investing activities was $32.3 million for the six months ended June 30, 2025 compared with net cash used in investing activities of $55.5 million for the same period in 2024. Investing activities compared to the prior year were primarily affected by decreases in capital expenditures and investment in equity method investees. Net cash used in financing activities was $28.1 million for the six months ended June 30, 2025 compared with net cash used in financing activities of $32.4 million for the same period in 2024, primarily due to increased net proceeds from a product financing arrangement and the prior period extinguishment of non-controlling interest, partially offset by higher net payments on short-term borrowing arrangements when compared to the same period in 2024.
50
Table of Contents
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 net capital expenditures of approximately $27.9 million during the six months ended June 30, 2025, primarily for various other capital projects. Capital spending for the remainder of 2025 is expected to be approximately $10.0 million, which is subject to review prior to the initiation of any project. This estimated capital spending for the remainder of 2025 excludes estimated total costs of approximately $130 million related to our carbon capture and sequestration projects to be funded through project related financing. We currently have property and equipment and carbon equipment liabilities of $80.2 million recorded on our balance sheet as of June 30, 2025. Anticipated total costs of approximately $130.0 million will be placed in service upon completion of the project in the fourth quarter of 2025, at which point we will repay the project related financing monthly over twelve years. The company currently estimates annualized payments of $17.8 million. Original costs were estimated at $110 million, and subsequently increased to $130 million as contracts were finalized with vendors. We have a high degree of certainty surrounding these cost estimates.
Our business is 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 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.
In August 2014 and October 2019, our Board 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. Since inception of the repurchase program, we have repurchased 7.4 million shares of common stock for approximately $92.8 million under the program. We did not repurchase any shares of common stock during the second quarter of 2025.
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.
Debt
We were in compliance with our debt covenants at June 30, 2025. Based on our forecasts, we anticipate 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.
Corporate Activities
In March 2021, we issued $230.0 million of unsecured 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. The initial conversion rate is 31.6206 shares of 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 our common stock), representing an approximately 37.5% premium over the offering price of 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; 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 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 June 30, 2025, the outstanding principal balance on the 2.25% notes was $230.0 million.
On May 7, 2025, we entered into a secured $30 million revolving credit facility with Ancora Alternatives LLC, that matured on July 30, 2025 and gave us additional flexibility in order to continue the implementation of our strategic plan.
51
Table of Contents
The facility bore interest at 10% on borrowings and has a 0.5% fee on the unused balance. Interest and fees were due on the 5th of each month. Also executed as part of the credit facility, the company issued 1,504,140 stock warrants at a strike price of $0.01 per share. The warrants have a ten year exercise period.There was no outstanding balance on the facility as of June 30, 2025.
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 February 2026 with BlackRock. The Junior Notes are secured by a pledge of the membership interests in and the real property owned by Green Plains Obion and Green Plains Mount Vernon. On May 7, 2025 the Junior Notes were amended to give us additional flexibility in order to continue the implementation of our strategic plan, which extended the maturity date from February 9, 2026 to May 15, 2026, with an amendment fee of 2.0% to be added to the principal balance of the Junior Notes, payable at the maturity date. Further, the strike price of warrants previously issued in conjunction with the Junior Notes was revised from $22.00 to $0.01 and the maturity date extended from April 28, 2026 to December 31, 2029. At June 30, 2025, these notes accrued interest at a rate of 11.75%. As of July 31, 2025, the Junior Notes also are secured by a pledge of the membership interests in, the assets and the real property owned by Green Plains Madison LLC, Green Plains Superior LLC, Green Plains Fairmont LLC, Green Plains Otter Tail LLC, Green Plains Wood River and Green Plains York LLC, as well as the assets and membership interests of Fluid Quip Mechanical, LLC.
On August 10, 2025, the company amended and restated the indenture covering the Junior Notes with BlackRock to extend the maturity date to September 15, 2026, with an amendment fee of 2.5% to be added to the principal balance of the Junior Notes, payable at the maturity date. The interest rate will increase by 0.5% after the amendment, and by an additional 0.5% each quarter on each scheduled interest payment date, with the next interest payment date being September 15, 2025. In addition to assets and equity securities pledged, the Junior Notes are now also secured by the assets and the real property owned by Green Plains Central City, LLC. The amendment adds certain financial covenant requirements, including restrictions on additional debt and certain transfer of assets. Also as part of the amendment, the company executed a subscription agreement with certain funds and accounts under management by BlackRock pursuant to which the company agreed to issue, and certain funds and accounts under management by BlackRock purchased, 3,250,000 stock warrants at a strike price of $0.01 per share with a ten year exercise period. The amendment also includes the right for such funds and accounts to exchange up to 750,000 warrants for a pro rata share of $6 million of outstanding principal of Junior Notes. The subscription agreement obligates the company to register for resale the shares of common stock underlying warrants issued to BlackRock.
The company believes that it has adequate access to capital to source appropriate funding to refinance or extinguish the Junior Notes.
Green Plains Shenandoah, a wholly-owned subsidiary, has a $75.0 million secured loan agreement, which matures on September 1, 2035. At June 30, 2025, the outstanding principal balance was $70.9 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 Finance Company, Green Plains Grain and Green Plains Trade have total senior secured 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. The facility matures in March 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 June 30, 2025, the outstanding principal balance was $75.0 million on the facility and the interest rate was 7.92%.
Green Plains Commodity Management has an uncommitted secured revolving credit facility to finance margins related to its hedging programs, which is secured by cash and securities held in its brokerage accounts. On June 18, 2025, the credit facility was amended, reducing the $40.0 million borrowing limit to $20.0 million. During the first quarter of 2023, this revolving credit facility was extended five years to mature on April 30, 2028. Advances are subject to variable interest
52
Table of Contents
rates equal to SOFR plus 1.75%. At June 30, 2025, the outstanding principal balance was $5.1 million on the facility and the interest rate was 6.14%.
Green Plains Grain has a short-term inventory financing agreement with a financial institution. The company has accounted for the agreement as short-term notes, rather than revenues, and has elected the fair value option to offset fluctuations in market prices of the inventory. This agreement is subject to negotiated variable interest rates. The company had no outstanding short-term notes payable related to the inventory financing agreement as of June 30, 2025.
Refer to Note 8 - Debt in the notes to the consolidated financial statements included herein for more information about our debt.
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 June 30, 2025 totaled $71.9 million. As of June 30, 2025, we had contracted future purchases of grain, distillers grains and natural gas valued at approximately $178.1 million, future commitments for storage and transportation valued at approximately $33.9 million, and accumulated commitments related to the construction of carbon capture and sequestration equipment at our three Nebraska plants of $82.0 million. Refer to Note 13 – Commitments and Contingencies included in the notes to the consolidated financial statements for more information.
Critical Accounting Policies and Estimates
Critical accounting policies, including those relating to derivative financial instruments and accounting for income taxes, are impacted significantly by judgments, assumptions and estimates used in the preparation of the consolidated financial statements. Information about our critical accounting policies and estimates are included in our annual report on Form 10-K for the year ended December 31, 2024.
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 or SOFR. At June 30, 2025, we had $519.3 million in debt, $80.1 million of which had variable interest rates. A 10% increase in interest rates would affect our interest cost by approximately $0.8 million per year.
For additional information related to our debt, see Note 8 – Debt included herein as part of the notes to the consolidated financial statements and Note 11 – Debt included as part of the notes to the consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2024.
Commodity Price Risk
Our business is 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, corn, the price of substitute fuels, refining capacity and utilization, government regulation and consumer
53
Table of Contents
demand for alternative fuels. Corn prices are affected by weather conditions, yield, 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 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 impacted by 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 June 30, 2025, revenues included net gains of $1.5 million, while cost of goods sold included net gains of $1.0 million, and during the six months ended June 30, 2025, revenues included net gains of $6.7 million, and cost of goods sold included net losses of $7.1 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 purchases 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 June 30, 2025, 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 | |||||||||||||||||
| Ethanol | 784,000 | Gallons | $93,389 | |||||||||||||||||
| Corn | 264,800 | Bushels | $84,370 | |||||||||||||||||
Distillers grains (2) | 1,850 | Tons (3) | $19,812 | |||||||||||||||||
| Renewable corn oil | 258,100 | Pounds | $10,803 | |||||||||||||||||
| Natural gas | 22,600 | MmBTU | $4,574 | |||||||||||||||||
(1)Estimated volumes assume production at full capacity, excluding the idled Fairmont, Minnesota plant.
(2)Includes Ultra-High Protein.
(3)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 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
54
Table of Contents
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 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 principal 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 June 30, 2025 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.
55
Table of Contents
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, 2024, 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. 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.
We are exposed to credit risk that could result in losses or affect our ability to make payments should a counterparty fail to perform according to the terms of our agreement.
We are exposed to credit risk from a variety of customers, counterparties, including major integrated oil companies, large independent refiners, petroleum wholesalers, marketing companies and other ethanol plants. We are also exposed to credit risk with major suppliers of petroleum products and agricultural inputs when we make payments for undelivered inventories. Our fixed-price forward contracts are subject to credit risk when prices change significantly prior to delivery. The inability by a third party to pay us for our sales, provide product that was paid for in advance or deliver on a fixed-price contract could result in a loss and adversely impact our liquidity and ability to make our own payments when due.
If the United States were to withdraw from or materially modify certain international trade agreements, our business, financial condition, liquidity and results of operations could be materially adversely affected.
Ethanol and other products that we produce are or have been exported to Canada, Mexico, Brazil, China and other countries. Our business may be impacted by government policies, such as tariffs, duties, subsidies, import and export restrictions and outright embargos. In early 2025, the Trump administration announced additional tariffs on various imports from China, Mexico, and Canada, and signaled a willingness to renegotiate or withdraw from existing trade agreements. These actions have prompted actual or threatened retaliatory measures against U.S. exports, including ethanol and agricultural products in some cases. While the current administration’s efforts to counter trade barriers in certain countries may ultimately benefit the ethanol industry (such as Brazil, where U.S. ethanol has been subject to tariffs since 2020), the risk of reciprocal tariffs by other countries, including Canada and Mexico, may impede exported volumes. The outcome of trade negotiations or lack thereof, has had and/or may continue to have a material adverse effect on our business, financial condition and results of operations.
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 continue to see considerable volatility in corn prices. 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 pricing for seed corn, fertilizers, crop protection products and other input costs; changes in government policies, including crop insurance, conservation programs, regulation of farmland, and other regulations; shifts in global supply and demand; global political or economic issues, including but not limited to the war in Ukraine including sanctions associated therewith; other global conflicts; and global or regional growing conditions, such as plant disease, pests or adverse weather, including drought.
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 and oxygenates for fuels; the domestic and global supply and demand for ethanol, gasoline 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, other global
56
Table of Contents
conflicts; and domestic and foreign government policies that impact the supply, demand and pricing of corn, crude oil, gasoline, ethanol and other liquid fuels.
Ethanol is marketed as a fuel additive that reduces vehicle emissions, an economical source of octane and, to a lesser extent, as a gasoline substitute through higher blends such as E15 and E85. Consequently, gasoline supply and demand can affect the price of ethanol. Should gasoline prices or demand change 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 under the United States-Mexico-Canada Agreement (USMCA), provided it satisfies the agreement’s rules of origin, which are required for preferential tariff treatment. As of early 2025, denatured ethanol for fuel use imported from Brazil and other countries subject to Most Favored Nation treatment is generally subject to a 1.9% ad valorem tariff, while undenatured ethanol is subject to a 2.5% ad valorem tariff. However, a series of executive orders issued in March and April of 2025 have introduced or proposed significant changes to U.S. trade policy, including a baseline 10% tariff on a broad range of imported goods, unless replaced by higher country-specific rates. Additionally, on July 15, 2025, The Office of the U.S. Trade Representative initiated a Section 301 investigation into Brazil’s unfair trading practices. While Brazil’s tariffs on U.S. ethanol have fluctuated since 2017, they have been set at 18% since January 1, 2024. These developments have created uncertainty around ethanol import pricing and raised the risk of retaliatory trade measures. We continue to monitor potential adjustments to tariff levels or exemptions as trade negotiations evolve. Under the RFS, sugarcane ethanol from Brazil can be used as a means for obligated parties to meet the advanced biofuel standard in addition to state level low-carbon fuel standards. Brazil is also rapidly expanding corn and corn ethanol production, which can have a lower CI score if it is produced from the second crop or “Safrinha” crop, which could be imported into the U.S. or displace our exports elsewhere globally.
Distillers Grains. Distillers grains compete with other protein-based animal feed products. Downward pressure on other commodity prices, such as corn, wheat, soybeans, soybean meal, and other feed ingredients, will generally cause the price of competing animal feed products to decline, resulting in downward pressure on the price of distillers grains. Occasionally, the price of distillers grains will lag behind fluctuations in corn or other feedstock prices, lowering our cost recovery percentage. Additionally, exports of distiller grains could be impacted by the enactment of foreign policy, or expanded production of soybean meal or distillers grains elsewhere.
Natural Gas. The price and availability of natural gas are subject to volatile market conditions. These market conditions are often affected by factors beyond our control, such as weather, drilling economics, overall economic conditions and government regulations. Significant disruptions in natural gas supply could impair our ability to produce ethanol. Furthermore, increases in natural gas prices or changes in our cost relative to our competitors cannot be passed on to our customers, which may adversely affect our results of operations and financial position.
Ultra-High Protein. Our Ultra-High Protein has unique nutritional advantages and a higher protein concentration than soybean meal and can be included in a variety of feed rations in the pet, dairy, swine, poultry and aquaculture industries. As a value-added feed ingredient, quality control is imperative. Demand for feed products and pricing pressure from competing feed products may result in downward pressure on the price of Ultra-High Protein. Reliable production of Ultra-High Protein from both consistent operations of the biorefinery as well as the MSC™ technology is necessary to produce anticipated volumes. Changes in our customers willingness to accept these ingredients, inconsistency in production volumes, quality or downward pressure on prices could result in adverse impact on our business and profitability.
Renewable Corn Oil. Renewable corn oil is marketed as a low-carbon feedstock for biofuel production including renewable diesel, biodiesel and currently to a lesser extent, sustainable aviation fuel. The price of renewable corn oil is largely influenced by demand for these fuels, particularly renewable diesel, as well as broader dynamics within the vegetable oil and feedstock markets. They are also impacted by margin dynamics within the renewable diesel industry and the relative pricing and availability of alternative feedstocks, domestic or imported. Expanded demand from the renewable diesel and biodiesel industry due to RVOs, new tax credits included in the IRA, growing LCFS markets in California, Oregon, Washington state or Canada as well as customer acceptance for such fuels could impact renewable corn oil demand. Recent restrictions imposed on imported feedstocks also provide benefits. In general, renewable corn oil prices follow the prices of heating oil and soybean oil but corn oil trades at a premium for its low CI score. Corn oil prices are well supported as a result of current incentives and import restrictions. If the soy complex would come under pressure due to oversupply of soybeans, corn oil prices would also be pressured. Further, if the EPA issues SREs, it could lead to downward pressure on renewable feedstock prices including corn oil.
57
Table of Contents
Risks Related to Carbon Capture and Sequestration Projects, Including Operational, Regulatory, and Market Uncertainties
We have seven facilities committed to carbon capture and sequestration (CCS) projects, including the ongoing construction of carbon capture equipment at three Nebraska locations. While the Summit projects have not commenced, with respect to the three Nebraska projects, they could face a range of risks that could delay, reduce, or suspend carbon capture operations and/or revenue.
While we strive to comply with all federal tax incentive qualification requirements—including prevailing wage and apprenticeship rules—we cannot provide assurance that we will be in compliance at all times or will not incur material costs or liabilities as a result. Moreover, even if operational and technical goals are achieved, the CI reductions we anticipate may not fully materialize. Regulatory CI modeling frameworks may change in ways that are outside our control and could reduce or eliminate the expected benefits of our CCS projects.
Federal policies, such as those enacted under the IRA, may also change. Future modifications could adversely impact corn-based ethanol from accessing key tax incentives, or otherwise reduce potential benefits. In addition, delays in issuing or finalizing regulations, regulations not consistent with industry expectation or the rescission of clean energy or carbon capture tax credits at the federal, state, or international levels, could negatively affect our CCS initiatives.
We are also exposed to risks related to our ability to monetize tax incentives and voluntary carbon credits at values we currently expect, or at all. Uncertainty in tax credit markets, changes in demand, or regulatory shifts could significantly impact the economic returns from our CCS projects. Similarly, developments in the voluntary carbon credit markets, including fluctuating buyer interest, changes in verification standards, or reduced market confidence, could undermine the value of our credits or make monetization infeasible.
Lastly, while much of our current CCS risk relates to facilities under our control, additional risks exist in connection with factors outside of our control such as the supporting infrastructure, including the carbon pipeline and injection wells. Delays in permitting, construction, or operational issues with these components could impair our ability to capture or permanently sequester CO₂, and thereby limit, reduce, or nullify the benefits of our facility-level investments and adversely affect our business, revenue and/or profitability.
We may not be successful in refinancing, repaying or extending the maturity of our Junior Notes and any such refinancing may not be obtainable on terms favorable to us. If we are not able to refinance the Junior Notes or extend the maturity date of the Junior Notes, they will become classified as current debt.
The company has $130.7 million of debt under the Junior Notes due on September 15, 2026 and $230.0 million of debt under the unsecured 2.25% convertible senior notes due on March 15, 2027. On or before the maturation of this debt in 2026 and 2027, the company will require substantial additional liquidity to satisfy this debt obligation. The company is currently evaluating strategies to refinance or otherwise obtain the needed additional liquidity to satisfy this obligation, including but not limited to, issuing debt and/or securities, entering into other financing arrangements, selling assets, or other strategic actions. There can be no assurance that the company will be able to execute on these strategies under acceptable terms or at all. If we are unable to refinance or extend the maturity date of the Junior Notes, the Junior Notes will be classified as current debt as of September 15, 2025, and the convertible senior notes will be classified as current debt as of March 15, 2026. The failure to repay the Junior Notes and convertible senior notes promptly following any such reclassification to current debt could result in a going concern qualification with respect to our financial statements.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The company withholds shares when restricted stock grants are vested to satisfy statutory minimum required payroll tax withholding obligations. The following table lists the shares that were withheld during the second quarter of 2025:
| Period | Total Number of Shares Withheld | Average Price Paid per Share | ||||||||||||
| April 1 - April 30 | 16,538 | $ | 4.13 | |||||||||||
| May 1 - May 31 | 9,687 | 4.10 | ||||||||||||
| June 1 - June 30 | 3,354 | 4.17 | ||||||||||||
| Total | 29,579 | $ | 4.13 | |||||||||||
58
Table of Contents
In August 2014 and October 2019, 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. Since inception of the repurchase program, the company has repurchased approximately 7.4 million shares of common stock for approximately $92.8 million under the program. We did not repurchase any shares during the second quarter of 2025.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
(A)
First Supplemental Indenture; Second Amended and Restated Warrant Agreements
On May 7, 2025, Green Plains SPE LLC, as issuer, entered into that certain First Supplemental Indenture (the “First Supplemental Indenture”), dated May 7, 2025, related to Note Purchase Agreement dated February 9, 2021, by Green Plains SPE LLC, as Issuer, Green Plains Inc., as Guarantor and Wilmington Trust, National Association, as Trustee. The First Supplemental Indenture extended the maturity date of the Junior Notes from February 9, 2026 to May 15, 2026 and increased the principal amount outstanding by $2.5 million.
The foregoing description of the First Supplemental Indenture does not purport to be complete. The description of the First Supplemental Indenture herein is qualified by reference to the copy of the First Supplemental Indenture attached as Exhibit 10.4, which is incorporated by reference into this Current Quarterly Report on Form 10-Q in its entirety.
In connection with the entry into the First Supplemental Indenture, the company amended and restated its outstanding warrant agreements with certain funds and accounts under management by BlackRock. The amended and restated warrant agreements modified the exercise price of the warrants to (i) $22.00 per share if certain conditions were met by July 31, 2025 (ii) $7.00 per share if such conditions were not met by July 31, 2025 and extended the exercise period to December 31, 2029. As a result of the company’s issuance of warrants to certain affiliates of Ancora, the exercise price of the warrants is now $0.01.
The foregoing description of the second amended and restated warrant agreements do not purport to be complete. The description of the second amended and restated warrant agreements is qualified by reference to the copy of the second amended and restated warrant agreements attached as Exhibits 10.6(a)-10.6(d), which is incorporated by reference into this Current Quarterly Report on Form 10-Q in its entirety.
Subscription Agreement; Amended and Restated Indenture
On August 10, 2025, the company amended and restated the indenture covering the Junior Notes with BlackRock to extend the maturity date to September 15, 2026, with an amendment fee of 2.5% to be added to the principal balance of the Junior Notes, payable at the maturity date (the “Amended and Restated Indenture”). The interest rate will increase by 0.5% after the amendment, and by an additional 0.5% each quarter on each scheduled interest payment date, with the next interest payment date being September 15, 2025. In addition to previous assets and equity securities pledged, the Junior Notes are now also secured by the assets and the real property owned by Green Plains Central City, LLC. The Amended and Restated Indenture adds certain financial covenant requirements, including restrictions on additional debt and certain transfer of assets.
The foregoing description of the Amended and Restated Indenture does not purport to be complete. The description of the Amended and Restated Indenture herein is qualified by reference to the copy of the Amended and Restated Indenture attached as Exhibit 10.11 which is incorporated by reference into this Current Quarterly Report on Form 10-Q in its entirety.
59
Table of Contents
In connection with the Amended and Restated Indenture, the company executed a subscription agreement with certain funds and accounts under management by BlackRock (the “Subscription Agreement”) pursuant to which the company agreed to issue, and certain funds and accounts under management by BlackRock purchased, 3,250,000 stock warrants at a strike price of $0.01 per share with a ten year exercise period. The Subscription Agreement contains customary registration, demand, and piggyback rights. The Subscription Agreement also includes the right for such funds and accounts to exchange up to 750,000 warrants issued pursuant to the second amended and restated warrant agreements to be exchanged pro rata for up to $6 million of outstanding principal of Junior Notes. The Subscription Agreement obligates the company to register for resale the shares of common stock underlying warrants issued to BlackRock.
The foregoing description of the Subscription Agreement does not purport to be complete. The description of the Subscription Agreement herein is qualified by reference to the copy of the Subscription Agreement attached as Exhibit 10.12 which is incorporated by reference into this Current Quarterly Report on Form 10-Q in its entirety.
(B) N/A
(C) During the three months ended June 30, 2025, no director or officer of the company adopted terminated
Item 6. Exhibits.
Exhibit Index
| Exhibit No. | Description of Exhibit | |||||||
| 10.1 | Cooperation Agreement, dated April 11, 2025, by and between Green Plains Inc. and Ancora Holdings Group, LLC (incorporated herein by reference to Exhibit 10.1 to the company's Current Report on Form 8-K filed on April 15, 2025) | |||||||
| 10.2 | Ethanol Marketing Agreement, dated April 16, 2025, by and between Green Plains Trade Group LLC and Eco-Energy, LLC (incorporated herein by reference to Exhibit 10.1 to the company's Current Report on Form 8-K filed on April 22, 2025) (The exhibits to the Marketing Agreement have been omitted. The Company will furnish such exhibits to the SEC upon request.)** | |||||||
| 10.3 | First Amendment to Loan and Security Agreement, dated April 14, 2025, related to Loan and Security Agreement dated March 25, 2022, by and among 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 (incorporated herein by reference to Exhibit 10.7 to the company's Quarterly Report on Form 10-Q filed on May 8, 2025) (The exhibits and schedules to Exhibit A have been omitted. The Company will furnish such schedules to the SEC upon request.) | |||||||
| 10.4 | First Supplemental Indenture, dated May 7, 2025, related to Note Purchase Agreement dated February 9, 2021, by Green Plains SPE LLC, as Issuer, Green Plains Inc., as Guarantor and Wilmington Trust, National Association, as Trustee (incorporated herein by reference to Exhibit 10.8 to the company's Quarterly Report on Form 10-Q filed on May 8, 2025) | |||||||
| 10.5 | Guarantee Agreement, dated as of May 7, 2025, between Green Plains SPE LLC, as Issuer, Green Plains Inc., as Guarantor, each of the entities listed on Exhibit A as Additional Guarantors, and Wilmington Trust, National Association, as Trustee, under the Indenture, dated as of February 9, 2021, as amended by Amendment No. 1 dated May 13, 2022 and as supplemented by the first supplemental indenture, dated May 7, 2025 (incorporated herein by reference to Exhibit 10.9 to the company's Quarterly Report on Form 10-Q filed on May 8, 2025) | |||||||
10.6(a) | Second Amended and Restated Warrant Agreement to Purchase Common Stock of Green Plains Inc., dated May 7, 2025, by and between Green Plains Inc. and BlackRock Global Allocation Fund, Inc. (incorporated herein by reference to Exhibit 10.10(a) to the company's Quarterly Report on Form 10-Q filed on May 8, 2025) | |||||||
10.6(b) | Second Amended and Restated Warrant Agreement to Purchase Common Stock of Green Plains Inc., dated May 7, 2025, by and between Green Plains Inc. and BlackRock Global Allocation Collective Fund (incorporated herein by reference to Exhibit 10.10(b) to the company's Quarterly Report on Form 10-Q filed on May 8, 2025) | |||||||
10.6(c) | Second Amended and Restated Warrant Agreement to Purchase Common Stock of Green Plains Inc., dated May 7, 2025, by and between Green Plains Inc. and BlackRock Total Return Bond Fund (incorporated herein by reference to Exhibit 10.10(c) to the company's Quarterly Report on Form 10-Q filed on May 8, 2025) | |||||||
60
Table of Contents
10.6(d) | Second Amended and Restated Warrant Agreement to Purchase Common Stock of Green Plains Inc., dated May 7, 2025, by and between Green Plains Inc. and Strategic Income Opportunities Bond Fund (incorporated herein by reference to Exhibit 10.10(d) to the company's Quarterly Report on Form 10-Q filed on May 8, 2025) | |||||||
| 10.7 | Secured Line of Credit Agreement, dated May 7, 2025 by Green Plains Inc., as Borrower, Green Plains Central City LLC, as Guarantor and Ancora Alternatives LLC, as Lender (incorporated herein by reference to Exhibit 10.11 to the company's Quarterly Report on Form 10-Q filed on May 8, 2025) | |||||||
10.8(a) | Warrant Agreement to Purchase Common Stock of Green Plains Inc., dated May 7, 2025, by and between Green Plains Inc. and Ancora Catalyst Institutional, LP (incorporated herein by reference to Exhibit 10.12(a) to the company's Quarterly Report on Form 10-Q filed on May 8, 2025) | |||||||
10.8(b) | Warrant Agreement to Purchase Common Stock of Green Plains Inc., dated May 7, 2025, by and between Green Plains Inc. and Ancora Catalyst, LP (incorporated herein by reference to Exhibit 10.12(b) to the company's Quarterly Report on Form 10-Q filed on May 8, 2025) | |||||||
10.8(c) | Warrant Agreement to Purchase Common Stock of Green Plains Inc., dated May 7, 2025, by and between Green Plains Inc. and Ancora Merlin Institutional, LP (incorporated herein by reference to Exhibit 10.12(c) to the company's Quarterly Report on Form 10-Q filed on May 8, 2025) | |||||||
10.8(d) | Warrant Agreement to Purchase Common Stock of Green Plains Inc., dated May 7, 2025, by and between Green Plains Inc. and Ancora Merlin, LP (incorporated herein by reference to Exhibit 10.12(d) to the company's Quarterly Report on Form 10-Q filed on May 8, 2025) | |||||||
10.8(e) | Warrant Agreement to Purchase Common Stock of Green Plains Inc., dated May 7, 2025, by and between Green Plains Inc. and Ancora Bellator Fund, LP (incorporated herein by reference to Exhibit 10.12(e) to the company's Quarterly Report on Form 10-Q filed on May 8, 2025) | |||||||
| 10.9 | Fourth Amendment to Revolving Credit Facility, dated as of June 18, 2025, by and among Green Plains Commodity Management LLC, Macquarie Bank Limited and Macquarie Futures USA LLC | |||||||
| 10.10 | Sale, Assignment and Assumption Agreement, dated June 30,2025, by and between Green Plains Turnkey I LLC and Tharaldson Ethanol Plant I, LLC | |||||||
| 10.11 | Amended and Restated Indenture, dated August 10, 2025, related to Note Purchase Agreement dated February 9, 2021, by Green Plains SPE LLC, as Issuer, Green Plains Inc., as Guarantor and Wilmington Trust, National Association, as Trustee | |||||||
| 10.12 | Subscription Agreement, dated August 10, 2025, by and between Green Plains Inc., BlackRock Global Allocation Fund, Inc., BlackRock Global Allocation Collective Fund, BlackRock Total Return Bond Fund, and Strategic Income Opportunities Bond Fund (The schedules and exhibits have been omitted. The company will furnish such schedules to the SEC upon request.) | |||||||
| 10.13 | Pledge and Security Agreement dated August 10, 2025 by and among Green Plains Inc. and its subsidiaries, individually and/or collectively as the Pledgor, in favor of Wilmington Trust, National Association, as Trustee (The schedules and exhibits to the Pledge and Security Agreement have been omitted. The company will furnish such schedules exhibits to the SEC upon request.) | |||||||
| 10.14 | Amended and Restated Pledge and Security Agreement dated August 10, 2025 by and among Green Plains SPE LLC, as the Pledgor, in favor of Wilmington Trust, National Association, as Trustee (The schedules and exhibits to the Amended and Restated Pledge and Security Agreement have been omitted. The company will furnish such schedules and exhibits to the SEC upon request.) | |||||||
| 10.15 | Pledge and Security Agreement dated August 10, 2025 by and among Green Plains York Capture Company LLC, Green Plains Wood River Capture Company LLC and Green Plains Central City Capture Company LLC individually and/or collectively as the Pledgor, in favor of Wilmington Trust, National Association, as Trustee (The schedules and exhibits to the Pledge and Security Agreement have been omitted. The company will furnish such schedules and exhibits to the SEC upon request.) | |||||||
10.16(a) | Warrant Agreement to Purchase Common Stock of Green Plains Inc., dated August 10, 2025, by and between Green Plains Inc. and BlackRock Global Allocation Fund, Inc. (The exhibits have been omitted. The company will furnish such exhibits to the SEC upon request.) | |||||||
10.16(b) | Warrant Agreement to Purchase Common Stock of Green Plains Inc., dated August 10, 2025, by and between Green Plains Inc. and BlackRock Global Allocation Collective Fund (The exhibits have been omitted. The company will furnish such exhibits to the SEC upon request.) | |||||||
10.16(c) | Warrant Agreement to Purchase Common Stock of Green Plains Inc., dated August 10, 2025, by and between Green Plains Inc. and Strategic Income Opportunities Bond Fund (The exhibits have been omitted. The company will furnish such exhibits to the SEC upon request.) | |||||||
10.16(d) | Warrant Agreement to Purchase Common Stock of Green Plains Inc., dated August 10, 2025, by and between Green Plains Inc. and BlackRock Total Return Bond Fund (The exhibits have been omitted. The company will furnish such exhibits to the SEC upon request.) | |||||||
61
Table of Contents
| 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 June 30, 2025, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Loss, (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 June 30, 2025, formatted in iXBRL. | |||||||
** | Certain provisions and terms of the exhibit have been redacted in accordance with Item 601(b)(2)(ii) of Regulation S-K because the Company customarily and actually treats that information as private or confidential, and the omitted information is not material. The Company will supplementally provide an unredacted copy of this exhibit to the SEC upon request. | |||||||
62
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GREEN PLAINS INC. | |||||||||||
| (Registrant) | |||||||||||
Date: August 11, 2025 | By: | /s/ Michelle S. Mapes | |||||||||
| Michelle S. Mapes | |||||||||||
| Interim Principal Executive Officer, Chief Legal and Administration Officer and Corporate Secretary | |||||||||||
| (Principal Executive Officer) | |||||||||||
Date: August 11, 2025 | By: | /s/ Philip B. Boggs | |||||||||
| Philip B. Boggs | |||||||||||
| Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
63
FAQ
What were Green Plains (GPRE) Q2 2025 revenues and net loss?
For the quarter ended June 30, 2025 Green Plains reported $552.8 million in revenues and a $72.2 million net loss (net loss attributable to Green Plains $72.24 million; EPS basic and diluted $(1.09)).
How did cash, restricted cash and total liquidity change in H1 2025?
Cash and cash equivalents declined to $108.6 million from $173.0 million at December 31, 2024; restricted cash was $44.1 million, giving total cash and restricted cash of $152.7 million at June 30, 2025.
Did Green Plains record any large disposals or losses on sales?
Yes. The company sold 75% of Proventus for net proceeds of $0.4 million (pretax loss $4.0 million) and sold its 50% investment in GP Turnkey Tharaldson for $25.0 million with a preliminary pretax loss of ~$27.0 million; proceeds receivable were $24.17 million as of June 30, 2025.
Were there material impairments, restructuring or one‑time charges?
Yes. The company recorded a $10.7 million impairment of assets held for sale and $19.106 million of restructuring costs for the six months ended June 30, 2025, among other charges.
What debt and near‑term maturities should investors note?
Key items: $230.0 million of 2.25% convertible notes due 2027; junior secured mezzanine notes of $127.5 million due 2026 (amended); and a revolving Facility with a $350.0 million commitment (maturing March 2027) with usage reported under short‑term borrowings.
How concentrated are the company's customers?
Customer A represented 45% of total revenues for the three months ended June 30, 2025 and 21% for the six months ended June 30, 2025, recorded within the ethanol production segment.
Green Plains
NASDAQ:GPRE
GPRE Rankings
GPRE Latest News
GPRE Latest SEC Filings
Aug 11, 2025
[8-K] Green Plains, Inc. Reports Material Event
Aug 8, 2025
[SCHEDULE 13G/A] Green Plains, Inc. SEC Filing
Jul 29, 2025
[SCHEDULE 13G/A] Green Plains, Inc. SEC Filing