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Acquisitions, Dispositions And Discontinued Operations
12 Months Ended
Dec. 31, 2021
Acquisitions, Dispositions And Discontinued Operations [Abstract]  
Acquisitions, Dispositions And Discontinued Operations 5. ACQUISITIONS, DISPOSITIONS AND DISCONTINUED OPERATIONS ACQUISITIONS Acquisition of a Majority Interest in FQT On December 9, 2020, the company acquired a majority interest in FQT. During the second quarter of 2021, the company identified additional information through analysis of the final FQT acquisition agreements that resulted in a reassessment of certain contingent considerations related to potential earn-out payments which identified an understatement of other long term assets by $16.7 million, accrued liabilities of $2.4 million, long term other liabilities of $12.4 million and noncontrolling interests of $1.9 million as previously reported within ethanol production segment as of December 31, 2020. DISPOSITIONS Disposition of Ord Ethanol Plant On March 22, 2021, the company completed the sale of the plant located in Ord, Nebraska and certain related assets, to GreenAmerica Biofuels Ord LLC (the “Ord Transaction”) for a sale price of $64.0 million, plus working capital of $9.8 million. Correspondingly, the company entered into a separate asset purchase agreement with the Partnership to acquire the storage assets and assign the rail transportation assets to be disposed of in the Ord Transaction for $27.5 million, which was used to pay down a portion of the partnership’s credit facility. The divested assets were reported within the company’s ethanol production, agribusiness and energy services and partnership segments. The company recorded a pretax gain on the sale of the Ord plant of $35.9 million within corporate activities. The asset and liabilities of the Ord ethanol plant at closing on March 22, 2021 were as follows: (in thousands): Amounts of Identifiable Assets Disposed and Liabilities RelinquishedInventory $10,400Prepaid expenses and other 632Property and equipment 24,285Operating lease right-of-use assets 1,811 Accrued and other liabilities (156)Operating lease current liabilities (1,021)Operating lease long-term liabilities (790) Total identifiable net assets disposed$35,161 Disposition of Hereford Ethanol Plant On December 28, 2020, the company completed the sale of the ethanol plant located in Hereford, Texas, and certain related assets, to Hereford Ethanol Partners, L.P. for the sale price of $39.0 million, plus working capital. Correspondingly, the partnership’s ethanol storage assets located adjacent to such plants were sold to the company for $10.0 million, and certain railcar operating leases were assigned to Hereford Ethanol Partners, L.P. The divested assets were reported within the company’s ethanol production, agribusiness and energy and partnership segments. The company recorded a pretax loss on the sale of the ethanol plant of $22.4 million, of which a loss of $18.5 million was recorded within corporate activities and a loss of $3.9 million was recorded within the ethanol production segment. Transaction fees related to the disposal were not material. The agreement contains certain earn-out provisions to be received from the buyers if certain provisions are met. The company will record any contingent amounts in the consolidated financial statements when the amount is reasonably determinable or the consideration is realized. The asset and liabilities of the Hereford ethanol plant at closing on December 28, 2020 were as follows: (in thousands): Amounts of Identifiable Assets Disposed and Liabilities RelinquishedInventory $8,140Prepaid expenses and other 196Property and equipment 54,279Operating lease right-of-use-assets 5,096 Accrued and other liabilities (870)Operating lease current liabilities (977)Operating lease long-term liabilities (4,201)Long-term liabilities (186) Total identifiable net assets disposed$61,477 Disposition of Equity Interest in Green Plains Cattle Company LLC On October 1, 2020, pursuant to the Securities Purchase Agreement, the company sold its remaining 50% joint venture interest in GPCC to AGR, TGAM Agribusiness Fund LP and StepStone (the “Buyers”) for $80.5 million in cash, plus closing adjustments. The transaction resulted in a reduction in other assets of $69.7 million as a result of the removal of the equity method investment in GPCC, and a reduction in accumulated other comprehensive loss of $10.7 million as a result of the removal of the company’s share of equity method investees accumulated other comprehensive loss. Transaction fees related to the disposal were not material. The Securities Purchase Agreement contained certain earn-out provisions of up to $4.0 million to be paid to the Buyers if certain EBITDA thresholds are met. During the year ended December 31, 2021, the company recorded a loss of $2.9 million associated with the earn-out provision. Disposition of Green Plains Cattle Company LLC On September 1, 2019, the company, TGAM and StepStone formed a joint venture and entered into the LLC Agreement. GPCC was previously a wholly owned subsidiary of Green Plains. Green Plains also entered into a Securities Purchase Agreement with TGAM and StepStone, whereby TGAM and StepStone purchased an aggregate of 50% of the membership interests of GPCC from Green Plains for approximately $76.9 million in cash. There was no gain or loss recorded as part of this transaction. The LLC Agreement contains certain earn-out or bonus provisions to be paid by or received from GPCC if certain EBITDA thresholds are met. Pursuant to the bonus provision, on August 31, 2020, Green Plains earned $2.0 million which has been recorded within loss (gain) on sale of assets, net on the consolidated statements of operations for the year ended December 31, 2020. The assets and liabilities of the GPCC at closing on September 1, 2019 were as follows (in thousands): Amounts of Identifiable Assets Disposed and Liabilities RelinquishedCash $2Accounts receivable, net 17,920Inventory 387,534Derivative financial instruments 48,189Property and equipment 71,678Other assets 2,291 Current liabilities (49,297)Short-term notes payable and other borrowings (38)Current maturities of long-term debt (324,028)Long-term debt (80)Other liabilities (403) Total identifiable net assets disposed$153,768 DISCONTINUED OPERATIONS After closing on September 1, 2019, GPCC is no longer consolidated in the company’s consolidated financial statements and the GPCC investment was accounted for using the equity method of accounting. Additionally, the company concluded that the disposition of GPCC met the requirements under ASC 205-20. As such, GPCC results prior to its disposition are classified as discontinued operations for the year ended December 31, 2019. Summarized Results of Discontinued Operations The following table presents the results of our discontinued operations for the periods presented. GPCC was disposed of on September 1, 2019, and as such, operational results through August 31, 2019 are included in the fiscal year 2019 amounts presented below (in thousands). Year Ended December 31, 2019 (1) Product revenues$ 638,122 Costs and expenses Cost of goods sold (excluding depreciation and amortization expenses reflected below) 614,671Selling, general and administrative expenses 5,931Depreciation and amortization expenses 4,198Total costs and expenses 624,800Operating income 13,322 Other income (expense) Interest income 182Interest expense (12,417)Total other expense (12,235)Income before income taxes 1,087Income tax expense (258)Net income$ 829 (1)Product revenues, costs of goods sold and selling, general and administrative expenses include certain revenue and expense items which were previously considered intercompany transactions prior to the disposition of GPCC and therefore eliminated upon consolidation. These revenue and costs of goods sold transactions total $14.5 million for the year ended December 31, 2019.