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Debt | 12 Months Ended
--- | ---
Dec. 31, 2014
Debt [Abstract] |
Debt | 10. DEBT The principal balances of the components of long-term debt are as follows (in thousands):
| December 31,
| 2014 |  | 2013
Green Plains Bluffton: |  |  |  |  |
$70.0 million term loan | $ | - |  | $ | 26,621
$20.0 million revolving term loan |  | - |  |  | 15,000
$22.0 million revenue bond |  | - |  |  | 15,780
Green Plains Central City: |  |  |  |  |
$55.0 million term loan |  | - |  |  | 33,100
$30.5 million revolving term loan |  | - |  |  | 17,739
Equipment financing loan |  | - |  |  | 36
Green Plains Fairmont and Green Plains Wood River: |  |  |  |  |
$62.5 million term loan |  | 40,000 |  |  | 50,000
$27.0 million term loan |  | - |  |  | 26,756
Tax increment financing bond |  | 3,589 |  |  | 3,626
Capital leases on grain facilities |  | 9,994 |  |  | 9,994
Capital lease on equipment and other |  | 4,192 |  |  | 5,489
Green Plains Holdings II: |  |  |  |  |
$46.8 million term loans |  | 29,510 |  |  | 15,914
$20.0 million revolving term loan |  | 6,000 |  |  | 31,960
Green Plains Obion: |  |  |  |  |
$60.0 million term loan |  | - |  |  | 3,879
$37.4 million revolving term loan |  | 27,400 |  |  | 28,400
Equipment financing loan |  | - |  |  | 126
Economic development grant |  | 1,156 |  |  | 1,245
Green Plains Ord: |  |  |  |  |
$25.0 million term loan |  | - |  |  | 15,143
$13.0 million revolving term loan |  | - |  |  | 2,151
Green Plains Otter Tail: |  |  |  |  |
$30.3 million term loan |  | - |  |  | 17,960
$19.2 million note payable |  | - |  |  | 19,151
Equipment financing loan |  | 11 |  |  | -
Green Plains Processing: |  |  |  |  |
$225.0 million term loan |  | 213,775 |  |  | -
Green Plains Shenandoah: |  |  |  |  |
$17.0 million revolving term loan |  | - |  |  | 9,000
Green Plains Superior: |  |  |  |  |
$40.0 million term loan |  | - |  |  | 9,750
$15.6 million revolving term loan |  | 15,025 |  |  | 8,000
Equipment financing loan |  | - |  |  | 18
Corporate: |  |  |  |  |
$90.0 million convertible notes |  | - |  |  | 90,000
$120.0 million convertible notes |  | 100,845 |  |  | 96,653
Capital lease |  | - |  |  | 188
Other |  | 11,408 |  |  | 10,000
Total long-term debt |  | 462,905 |  |  | 563,679
Less: current portion of long-term debt |  | (63,465) |  |  | (82,933)
Long-term debt | $ | 399,440 |  | $ | 480,746
Scheduled long-term debt repayments, excluding the effects of any debt discounts and including full accretion of the $120.0 million convertible notes (due 2018) at their maturity, are as follows (in thousands):
Year Ending December 31, |  | Amount
2015 |  | $ | 63,465
2016 |  |  | 13,070
2017 |  |  | 14,963
2018 |  |  | 134,949
2019 |  |  | 22,365
Thereafter |  |  | 233,248
Total |  | $ | 482,060
Short-term notes payable and other borrowings at December 31, 2014 included working capital revolvers at Green Plains Cattle, Gre en Plains Grain and Green P lains Trade with outstanding balances of $77.0 million, $37.0 million and $95.9 million, re spectively. Short-term notes payable and other borrowings at December 31, 2013 included working capital revolvers at Green Plains Grain and Green Pla ins Trade with outstanding bal an ces of $95.0 million and $76.5 million, respectively. Loan Terminology Related to loan covenant discussions below, the following definitions generally apply to the Company’s loans (all calculated in accordance with GAAP consistently applied):
| · |  | Working capital – current assets less current liabilities.
| · |  | Net worth – total assets less total liabilities plus subordinated debt.
| · |  | Tangible Net worth – total assets less intangible assets less total liabilities plus subordinated debt.
| · |  | Debt service coverage ratio* – (1) net income (after taxes), plus depreciation and amortization, divided by (2) all current portions of regularly scheduled long-term debt for the prior period (previous year end).
| · |  | Fixed charge coverage ratio* –
| · (1) adjusted EBITDA divided by (2) fixed charges, which are generally the sum of interest expense, scheduled principal payments, distributions, and maintenance capital, within the ethanol production segment.
| · (1) EBITDA, less capital expenditures and interest expense of working capital financings divided by (2) scheduled principal payments and interest expense on long-term indebtedness, within the agribusiness segment.
| · (1) EBITDA less capital expenditures less distributions less cash taxes, divided by (2) all debt payments for the previous four quarters, on a trailing quarter basis, within the marketing and distribution segment.
| · |  | Leverage ratio – total liabilities divided by tangible net worth.
*Certain credit agreements allow for the inclusion of equity contributions from the parent company in the calculations of the debt service and fixed charge coverage ratios. Ethanol Production Segment Loan Repayment Terms Term Loans – Scheduled principal payments are as follows:
• | Green Plains Fairmont and |
| Green Plains Wood River | $1.3 million per quarter
• | Green Plains Holdings II | $1.8 million per quarter
• | Green Plains Processing | $0.6 million per quarter
Final maturity dates (at the latest) are as follows:
• | Green Plains Fairmont and |
| Green Plains Wood River | November 27, 2015
• | Green Plains Holdings II | July 1, 2019
• | Green Plains Processing | June 30, 2020
T he Green Plains Processing term loan requires quarterly special payments of 50% to 75% of the available free cash flow from the entity’s operations (as defined in the loan agreement), subject to certain limitations. The Green Plains Fairmont and Green Plains Wood River term loan requires quarterly special pay ments of 50% of a vailable free cash flow from the entities’ operations (as defined in the loan agreement), subject to certain limitations, beginning with the first quarter of 2015. As of December 31, 2014, free cash flow payments under the Green Plains Fairmont and Green Plains Wood River term loan are discontinued when the aggregate of such future payments equals $16.0 million. In all instances, the loan agreements specify that any amounts owed would be reduced or eliminated to avoid a covenant compliance default, if applicable. Free cash flow payments currently are not to exceed the following amounts in any given year:
• | Green Plains Fairmont and |
| Green Plains Wood River | $4.0 million
• | Green Plains Processing | $54.0 million annually, $27.0 million for 2014
Revolving Term Loans – The revolving term loans are generally available for advances throughout the life of the commitment. Allowable advances under the Green Plains Superior loan agreement are reduced by $0.6 million each quarter commencing on October 20, 2014. Allowa ble advances under the Green Plains Obion loan agreement are reduced by $0.8 million each quarter commencing on August 20, 2014. Interest-only payments are due each month on all revolving term loans until their final respective maturity dates. Final maturity dates (at the latest) are as follows:
• | Green Plains Holdings II | July 1, 2019
• | Green Plains Obion | May 20, 2020
• | Green Plains Superior | October 20, 2019
Interest and Fees The term loans bear interest at LIBOR plus 4.50% to 5.50% or lender-established prime rates. The Green Plains Fairmont and Green Plains Wood River combined term loan bears interest at the three-month LIBOR plus 6.25%. The Green Plains Processing term loan has established a 1% floor on the underlying LIBOR index. A portion of the Green Plains Holdings II term loan is fixed at 8.22%.The revolving term loans bear interest at LIBOR plus 3.85% to 4.50% or lender-established prime rates. Unused commitment fees, when charged, are 0.25% to 0.65%. Security As security for the loans, the lenders received a first-position lien on all personal property and real estate owned by the respective entity, and its subsidiaries, if applicable, borrowing the funds, including an assignment of all contracts and rights pertinent to construction and on-going operations of the plant. These borrowing entities are also required to maintain certain financial and non-financial covenants during the terms of the loans. Covenants The loan agreements contain affirmative covenants (including financial covenants) and negative covenants including:
Maintenance of working capital, including unused portion of revolver, as follows:
• | Green Plains Holdings II | $15.0 million
• | Green Plains Obion | $9.0 million
• | Green Plains Superior | $3.0 million
Maintenance of net worth as follows:
• | Green Plains Holdings II | $100.0 million plus 25% of net income before tax
• | Green Plains Obion | $95.0 million plus 25% of net income before tax
• | Green Plains Superior | $33.0 million
Maintenance of annual fixed charge coverage ratios:
• | Green Plains Processing | 1.25 to 1.00
Maintenance of annual debt service coverage ratios:
• | Green Plains Fairmont and Green Plains Wood River | 2.25 to 1.00
• | Green Plains Holdings II | 1.25 to 1.00
• | Green Plains Obion | 1.25 to 1.00
• | Green Plains Superior | 1.00 to 1.00
Maintenance of annual leverage ratio:
• | Green Plains Fairmont and Green Plains Wood River | 3.25 to 1.00 (decreasing to 2.00 to 1.00 in 2015)
• | Green Plains Processing | 4.00 to 1.00 (decreasing to 3.25 to 1.00 in 2019)
Annual capital expenditures will be limited as follows:
• | Green Plains Fairmont and Green Plains Wood River | $2.0 million growth and $4.0 million maintenance
Allowable dividends and other non-overhead distributions from each respective subsidiary are subject to certain additional restrictions including compliance with all loan covenants, terms and conditions, as follows:
• | Green Plains Fairmont | Up to amounts equal to permitted tax
| and Green Plains Wood River | distributions, as defined in the loan agreement
• | Green Plains Holdings II | Up to 40% of net profit before tax, and
|  | unlimited if working capital is greater than or
|  | equal to $20.0 million
• | Green Plains Obion | Up to 40% of net profit before tax, and
|  | unlimited if working capital is greater than or
|  | equal to $15.0 million
• | Green Plains Processing | Amounts may be distributed after quarterly free
|  | cash flow payment is made, subject to certain
|  | limitations, as defined in the loan agreement
• | Green Plains Superior | Up to 40% of net profit before tax, and
|  | unlimited after free cash flow payment is made
During the second quarter of 2014, Green Plains Processing LLC, a wholly-owned subsidiary of Green Plains Inc., issued term debt under a $225 million Term Loan B facility, which was used to repay all term loans and revolving term loans at Green Plains Bluffton, Green Plains Central City, Green Plains Ord, Green Plains Otter Tail and Green Plains Shenandoah, including the Green Plains Bluffton Revenue Bonds. The new facility is secured by the Atkinson, Bluffton, Central City, Ord, Otter Tail and Shenandoah ethanol plants, including their corn oil production assets, and bears interest at a rate equal to 5.5% plus LIBOR, subject to a 1.0% floor. At December 31, 2014, the interest rate on this term debt was 6.5%. The facility matures on June 30, 2020. In 2007, Green Plains Bluffton issued $22.0 million of Subordinate Solid Waste Disposal Facility Revenue Bonds bearing interest at 7.50% per annum with the City of Bluffton, Indiana. The revenue bonds required: (1) semi-annual principal and interest payments of approximately $1.5 million through March 1, 2019 and (2) a final principal and interest payment of $3.7 million on September 1, 2019. In July 2014, the revenue bonds were paid in full in accordance with the terms of the $225 million Term Loan B facility. In February 2014, the Green Plains Holdings II credit agreement was amended to restructure the commitments on the amortizing term loan and term revolver, extend the final maturity date and modify various financial covenants. The amendment increased the commitment of the amortizing term loan to $46.8 million, and decreased the commitment on the revolver to $20.0 million. In June 2014, the Green Plains Obion revolving term loan was amended to extend the maturity date and modify various financial covenants. In June 2014, the Green Plains Fairmont and Green Plains Wood River $27.0 million term loan was paid in full. In July 2014, the Green Plains Fairmont and Green Plains Wood River $50.0 million term loan, secured by these subsidiaries, was amended to increase the outstanding amount to $62.5 million. In August 2014, the Green Plains Superior revolving term loan was amended to increase the commitment amount from $10.0 million to $15.6 million and extend the maturity date. The Green Plains Superior term loan was extinguished. The descriptions and covenants above have been updated to reflect the amendments. In March 2007, Green Plains Otter Tail issued $19.2 million in senior notes under New Market Tax Credits financing. The notes bear interest at an annual rate equal to the prime rate (as defined) plus 1.5%, but not less than 4.0%, payable monthly, and require monthly principal payments of approximately $0.3 million beginning in September 2014. The senior notes, which were scheduled to mature in September 2018, were extinguished in April 2014, with $2.2 million of the outstanding obligation forgiven according to terms of the financing, which is included in other income in the consolidated financial statements for the year ended December 31, 2014. Agribusiness Segment Green Plains Grain has a $125.0 million senior secured asset-based revolving credit facility with various lenders to provide for working capital financing. The lenders will make loans up to the maximum commitment based on eligible collateral. The amount of eligible collateral is determined by a calculated borrowing base value equal to the sum of percentages of eligible cash, eligible receivables and eligible inventories, less certain miscellaneous adjustments. Advances are subject to interest charges at a rate per annum equal to the LIBOR rate for the outstanding period plus the applicable margin or the base rate plus the applicable margin. The revolving credit facility matures on August 26, 2016. The revolving credit facility includes total revolving credit commitments of $125.0 million and an accordion feature whereby amounts available under the facility may be increased by up to $75.0 million of new lender commitments upon agent approval. The facility also allows for additional seasonal borrowings up to $50.0 million. The total commitments outstanding under the facility cannot exceed $250.0 million. As security for the revolving credit facility, the lender received a first priority lien on certain cash, inventory, accounts receivable and other assets owned by subsidiaries of the agribusiness segment. The loan agreement includes affirmative covenants and negative covenants including maintenance of working capital of $23.0 million, maintenance of net worth of $26.3 million, maintenance of a fixed charge coverage ratio of 1.25 to 1.00, maintenance of an annual leverage ratio of 6.00 to 1.00 and capital expenditure limitation of $15.0 million annually. In addition to other customary covenants, this revolving credit facility contains restrictions on distributions with respect to capital stock, with exceptions for distributions of up to 40% of net profit before tax, subject to certain conditions. Green Plains Cattle has a $100.0 million senior secured asset-based revolving credit facility with various lenders to provide for working capital financing for the cattle feed lot operations. This loan replaced the $15.0 million senior secured asset-based revolving credit facility that matured in December 2014. The lenders will make loans up to the maximum commitment based on eligible collateral. The amount of eligible collateral is determined by a calculated borrowing base value equal to the sum of percentages of eligible receivables, eligible inventories and eligible other current assets, less certain miscellaneous adjustments. Advances are subject to interest charges at a variable rate per annum equal to the LIBOR rate for the outstanding period plus 3.00%, 2.50%, or 2.00%, depending upon availability. The revolving credit facility matures on October 31, 2017. The revolving credit facility includes total revolving credit commitments of $100.0 million and an accordion feature whereby amounts available under the facility may be increased by up to $50.0 million of new lender commitments upon agent approval. The loan agreement includes affirmative covenants and negative covenants including maintenance of working capital of $15.0 million, maintenance of net worth of $20.0 million plus 50% of prior year net income, maintenance of an annual leverage ratio of 3.50 to 1.00 and capital expenditure limitation of $3.0 million annually. As security for the revolving credit facility, the lender received a first priority lien on certa in cash, inventory, accounts receivable, property and equipment and other assets owned by Green Plains Cattle. Marketing and Distribution Segment Green Plains Trade has a $150.0 million senior secured asset-based revolving credit facility that was amended in November 2014, to increase the commitment amount from $130.0 million to $150.0 million and to extend the maturity date to November 26, 2019. The revolving credit facility, with various lenders, is used to provide for working capital financing. The lenders will make loans up to $150.0 million based on eligible collateral. The amount of eligible collateral is determined by a calculated borrowing base value equal to the sum of percentages of eligible receivables and eligible inventories, less certain miscellaneous adjustments. The outstanding balance, if any, is subject to interest charges at the lender’s floating base rate plus the applicable margin or LIBOR plus the applicable margin. In addition to other customary covenants, this revolving credit facility contains restrictions on distributions with respect to capital stock, with exceptions for distributions with respect to tax obligations, subject to certain conditions, whereby distributions may be made in an amount up to 50% of net income if (a) undrawn availability under this facility, on a pro forma basis, is greater than $10.0 million fo r the preceding 30 days and (b) as of the date of the distribution, the borrower would be in compliance with the fixed charge coverage ratio on a pro forma basis. The loan agreement includes affirmative covenants and negative covenants including maintenance of a fixed charge coverage ratio of 1.15 to 1.00 and capital expenditure limitation of $1.0 million annually. At December 31, 2014, Green Plains Trade had $22.9 million, presented as restricted cash on the consolidated balance sheets, the use of which was restricted for repayment towards the outstanding loan balance. In June 2013, subsidiaries of the Company executed a New Markets Tax Credits financing transaction related to the Birmingham, Alabama terminal. In order to facilitate this financing transaction, the Company was required to issue promissory notes payable in the amount of $10.0 million and a note receivable in the amount of $8.1 million. The promissory notes payable and note receivable bear interest at 1% per annum, payable quarterly. Beginning in March 2020, the promissory notes and note receivable each require quarterly principal and interest payments of approximately $0.2 million; the Company retains the right to call $8.1 million of the promissory notes in 2020. The promissory notes payable and note receivable mature on September 15, 2031 and will be fully amortized upon maturity. In connection with the New Markets Tax Credits financing transaction, income tax credits were generated for the benefit of the lender. The Company has guaranteed the lender the value of these income tax credits over their statutory lives, a period of seven years, in the event that the income tax credits are recaptured or reduced. The value of the income tax credits was anticipated to be $5.0 million at the time of the transaction. The Company believes the likelihood of recapture or reduction of the income tax credits is remote, and therefore has not established a liability in connection with this guarantee. Corporate Activities In September 2013, the Company issued $120.0 million of 3.25% Convertible Senior Notes due 2018, or the 3.25% Notes. The 3.25% Notes represent senior, unsecured obligations of the Company, with interest payable on April 1 and October 1 of each year. At the time the Company issued the 3.25% Notes, it was only permitted to settle conversions with shares of its common stock. The Company received shareholder approval at its 2014 annual meeting, held in the second quarter, to allow for flexible settlement which gives it the option to settle conversions in cash, shares of common stock, or any combination thereof. The Company intends to satisfy conversion of the 3.25% Notes with cash for the principal amount of the debt and cash or shares of common stock for any related conversion premium. The 3.25% Notes contain liability and equity components which were bifurcated and accounted for separately. The liability component of the 3.25% Notes, as of the issuance date, was calculated by estimating the fair value of a similar liability issued at an 8.21% effective interest rate, which was determined by considering the rate of return investors would require for comparable debt of the Company without conversion rights. The amount of the equity component was calculated by deducting the fair value of the liability component from the principal amount of the 3.25% Notes, resulting in the initial recognition of $24.5 million as debt discount costs recorded in additional paid-in capital. The carrying amount of the 3.25% Notes will be accreted to the principal amount over the remaining term to maturity, and the Company will record a corresponding amount of noncash interest expense. Additionally, the Company incurred debt issuance costs of $5.1 million related to the 3.25% Notes and allocated $4.0 million of debt issuance costs to the liability component of the 3.25% Notes. These costs will be amortized to noncash interest expense over the five-year term of the 3.25% Notes. Prior to April 1, 2018, the 3.25% Notes will not be convertible unless certain conditions are satisfied. The conversion rate is subject to adjustment upon the occurrence of certain events, including the payment of a quarterly cash dividend that exceeds $0.04 per share. As a result, the conversion rate was recently adjusted to 48.0607 shares of common stock per $1,000 principal amount of 3.25% Notes, which is equal to a current conversion price of approximately $20.81 per share. 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 calling the 3.25% Notes for redemption. The Company may redeem for cash all, but not less than all, of the 3.25% Notes at any time on or after October 1, 2016 if the sale price of the Company's common stock equals or exceeds 140% of the applicable conversion price for a specified time period ending on the trading day immediately prior to the date the Company delivers notice of the redemption. The redemption price will equal 100% of the principal amount of the 3.25% Notes, plus any accrued and unpaid interest. In addition, upon the occurrence of a fundamental change, such as a change in control, holders of the 3.25% Notes will have the right, at their option, to require the Company to repurchase their 3.25% Notes in cash at a price equ al to 100% of the principal amount of the 3.25% Notes to be repurchased, plus accrued and unpaid interest. Default with respect to any loan in excess of $10.0 million constitutes an event of default under the 3.25% Notes, which could result in the 3.25% Notes being declared due and payable. On February 14, 2014, the Company gave notice of its intention to redeem all of its previously-issued and outstanding $90.0 million of 5.75% Convertible Senior Notes due 2015, or the 5.75% Notes, pursuant to the optional redemption right in the indenture governing the 5.75% Notes. The 5.75% Notes were convertible into shares of the Company’s common stock at the conversion rate of 72.5846 shares of common stock for each $1,000 principal amount of 5.75% Notes from February 14, 2014 through February 28, 2014. From March 1, 2014 through March 19, 2014, the conversion rate was adjusted to 72.6961 shares of common stock for each $1,000 principal amount as a result of the quarterly cash dividend. Approximately $89.95 million of the 5.75% Notes were submitted for conversion into 6,532,713 shares of common stock through March 19, 2014. On March 20, 2014, the Company redeemed the remaining 5.75% Notes at par value plus accrued and unpaid interest through March 19, 2014. All $90.0 million of the 5.75% Notes were retired effective March 20, 2014. Covenant Compliance The Company, including all of its subsidiaries, was in compliance with its debt covenants as of December 31, 2014. Capitalized Interest The Company had $191 thousand in capitalized inter est during the year ended December 31, 2014, no capitalized interest during the year ended December 31, 2013 and $285 thousand in capitalized interest during the year ended December 31, 2012. Restricted Net Assets At December 31, 2014, there were approxi mately $681.4 million of net assets at the Company’s subsidiaries that were not available to be transferred to the parent company in the form of dividends, lo ans or advances due to restrictions contained in the credit facilities of these subsidiaries.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 19, 20, 22 -Article 5 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19,20,22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682 + Details
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