GREEN PLAINS RENEWABLE ENERGY, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS AND RELATED NOTES THERETO
Exhibit 99.2
GREEN PLAINS RENEWABLE ENERGY, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS
AND RELATED NOTES THERETO
Green Plains Renewable Energy, Inc. (the “Company”) entered into an Asset Purchase Agreement, as amended, among the Company, Green Plains Grain Company LLC and Green Plains Grain Company TN LLC, wholly-owned subsidiaries of the Company, and The Andersons, Inc. (the “Buyer”) to sell to the Buyer twelve of the Company’s grain elevators located in northwestern Iowa and western Tennessee (the “Transaction”). The Transaction involves approximately 32.6 million bushels, or 83%, of the Company’s reported agribusiness grain storage capacity and all of its agronomy and retail petroleum operations. Effective December 3, 2012, the Company completed the previously-announced Transaction. The estimated sales price for the facilities and certain related working capital is $144.6 million, including the assumption at closing of term debt of approximately $27.8 million.
Basis of Presentation
The unaudited condensed pro forma balance sheet as of September 30, 2012 reflects the Company’s historical consolidated balance sheet as if the Transaction occurred on September 30, 2012. The unaudited pro forma condensed statements of operations for the nine months ended September 30, 2012 and for the year ended December 31, 2011 reflect the Company’s historical consolidated statements of operations as if the Transaction occurred on December 31, 2010 after adjustments that give effect to events that are directly attributable to the Transaction. The unaudited pro forma condensed financial statements are presented for illustrative purposes only, in accordance with the adjustments and estimates set forth below, and are not necessarily indicative of the financial position or results of operations that would have occurred had the sale been completed as of the dates indicated, nor are they necessarily indicative of future operating results or financial position of the Company.
Certain information and notes normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission governing pro forma information. The unaudited pro forma condensed financial statements should be read in conjunction with the accompanying notes to the unaudited pro forma condensed financial statements. In addition, the unaudited pro forma condensed financial statements were based on and should be read in conjunction with the (1) the separate historical consolidated financial statements of the Company and management’s discussion and analysis of financial condition and results of operations contained in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012 and (2) the separate historical consolidated financial statements of the Company and management’s discussion and analysis of financial condition and results of operations contained in its Annual Report on Form 10-K for the year ended December 31, 2011.
GREEN PLAINS RENEWABLE ENERGY, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
AS OF SEPTEMBER 30, 2012
(in thousands)
| Pro Forma | ||||||||||||
| Adjustments | ||||||||||||
| Historical | (Note a) | Pro Forma | ||||||||||
| ASSETS | ||||||||||||
| Current assets |
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| Cash and cash equivalents |
$ | 140,177 | $ | 114,979 | (b) | $ | 255,156 | |||||
| Restricted cash |
19,573 | — | 19,573 | |||||||||
| Accounts receivable |
102,565 | (12,223 | ) | 90,342 | ||||||||
| Inventories |
241,230 | (76,555 | )(c) | 164,675 | ||||||||
| Prepaid expenses and other |
15,344 | (3,487 | ) | 11,857 | ||||||||
| Deferred income taxes |
23,030 | (22,523 | )(d) | 507 | ||||||||
| Derivative financial instruments |
42,759 | (13,266 | ) | 29,493 | ||||||||
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| Total current assets |
584,678 | (13,075 | ) | 571,603 | ||||||||
| Property and equipment, net |
761,276 | (45,191 | ) | 716,085 | ||||||||
| Goodwill |
40,877 | — | 40,877 | |||||||||
| Other assets |
29,703 | (3,876 | )(d) | 25,827 | ||||||||
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| Total assets |
$ | 1,416,534 | $ | (62,142 | ) | $ | 1,354,392 | |||||
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| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||
| Current liabilities |
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| Accounts payable |
$ | 147,426 | $ | (54,771 | ) | $ | 92,655 | |||||
| Accrued and other liabilities |
33,508 | — | 33,508 | |||||||||
| Unearned revenue |
4,302 | (948 | ) | 3,354 | ||||||||
| Short-term notes payable and other borrowings |
157,914 | — | 157,914 | |||||||||
| Current maturities of long-term debt |
73,092 | (2,031 | ) | 71,061 | ||||||||
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| Total current liabilities |
416,242 | (57,750 | ) | 358,492 | ||||||||
| Long-term debt |
457,991 | (25,937 | ) | 432,054 | ||||||||
| Deferred income taxes |
64,913 | (5,160 | )(e) | 59,753 | ||||||||
| Other liabilities |
5,069 | — | 5,069 | |||||||||
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| Total liabilities |
944,215 | (88,847 | ) | 855,368 | ||||||||
| Stockholders’ equity |
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| Common stock |
37 | — | 37 | |||||||||
| Additional paid-in capital |
443,746 | — | 443,746 | |||||||||
| Retained earnings |
74,517 | 26,937 | (f) | 101,454 | ||||||||
| Accumulated other comprehensive income |
19,595 | — | 19,595 | |||||||||
| Treasury stock |
(65,808 | ) | — | (65,808 | ) | |||||||
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| Total Green Plains stockholders’ equity |
472,087 | 26,937 | 499,024 | |||||||||
| Noncontrolling interests |
232 | (232 | ) | — | ||||||||
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| Total stockholders’ equity |
472,319 | 26,705 | 499,024 | |||||||||
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| Total liabilities and stockholders’ equity |
$ | 1,416,534 | $ | (62,142 | ) | $ | 1,354,392 | |||||
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See accompanying notes to unaudited pro forma condensed financial statements
for detail of pro forma adjustments.
2
GREEN PLAINS RENEWABLE ENERGY, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012
(in thousands, except per share amounts)
| Pro Forma | ||||||||||||
| Adjustments | ||||||||||||
| Historical | (Note a) | Pro Forma | ||||||||||
| Revenues |
$ | 2,593,163 | $ | (268,150 | ) | $ | 2,325,013 | |||||
| Cost of goods sold |
2,538,363 | (242,284 | ) | 2,296,079 | ||||||||
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| Gross profit |
54,800 | (25,866 | ) | 28,934 | ||||||||
| Selling, general and administrative expenses |
58,350 | (16,999 | ) | 41,351 | ||||||||
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| Operating income (loss) |
(3,550 | ) | (8,867 | ) | (12,417 | ) | ||||||
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| Other income (expense) |
— | |||||||||||
| Interest income |
144 | (20 | ) | 124 | ||||||||
| Interest expense |
(28,741 | ) | 2,164 | (26,577 | ) | |||||||
| Other, net |
(1,859 | ) | — | (1,859 | ) | |||||||
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| Total other expense |
(30,456 | ) | 2,144 | (28,312 | ) | |||||||
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| Income (loss) before income taxes |
(34,006 | ) | (6,723 | ) | (40,729 | ) | ||||||
| Income tax expense (benefit) |
(12,749 | ) | (2,716 | ) | (15,465 | ) | ||||||
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| Net income (loss) |
(21,257 | ) | (4,007 | ) | (25,264 | ) | ||||||
| Net loss attributable to noncontrolling interests |
13 | (13 | ) | — | ||||||||
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| Net income (loss) attributable to Green Plains |
$ | (21,244 | ) | $ | (4,020 | ) | $ | (25,264 | ) | |||
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| Earnings per share: |
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| Income (loss) attributable to Green Plains stockholders - basic |
$ | (0.70 | ) | $ | (0.83 | ) | ||||||
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| Income (loss) attributable to Green Plains stockholders - diluted |
$ | (0.70 | ) | $ | (0.83 | ) | ||||||
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| Weighted average shares outstanding: |
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| Basic |
30,499 | 30,499 | ||||||||||
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| Diluted |
30,499 | 30,499 | ||||||||||
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See accompanying notes to unaudited pro forma condensed financial statements
for detail of pro forma adjustments.
3
GREEN PLAINS RENEWABLE ENERGY, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2011
(in thousands, except per share amounts)
| Pro Forma | ||||||||||||
| Adjustments | ||||||||||||
| Historical | (Note a) | Pro Forma | ||||||||||
| Revenues |
$ | 3,553,712 | $ | (341,085 | ) | $ | 3,212,627 | |||||
| Cost of goods sold |
3,381,480 | (306,828 | ) | 3,074,652 | ||||||||
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| Gross profit |
172,232 | (34,257 | ) | 137,975 | ||||||||
| Selling, general and administrative expenses |
73,219 | (22,441 | ) | 50,778 | ||||||||
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| Operating income (loss) |
99,013 | (11,816 | ) | 87,197 | ||||||||
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| Other income (expense) |
— | |||||||||||
| Interest income |
310 | (18 | ) | 292 | ||||||||
| Interest expense |
(36,645 | ) | 2,463 | (34,182 | ) | |||||||
| Other, net |
(779 | ) | — | (779 | ) | |||||||
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| Total other expense |
(37,114 | ) | 2,445 | (34,669 | ) | |||||||
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| Income (loss) before income taxes |
61,899 | (9,371 | ) | 52,528 | ||||||||
| Income tax expense (benefit) |
23,686 | (3,586 | ) | 20,100 | ||||||||
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| Net income (loss) |
38,213 | (5,785 | ) | 32,428 | ||||||||
| Net loss attributable to noncontrolling interests |
205 | (17 | ) | 188 | ||||||||
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| Net income (loss) attributable to Green Plains |
$ | 38,418 | $ | (5,802 | ) | $ | 32,616 | |||||
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| Earnings per share: |
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| Income (loss) attributable to Green Plains stockholders - basic |
$ | 1.09 | $ | 0.92 | ||||||||
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| Income (loss) attributable to Green Plains stockholders - diluted |
$ | 1.01 | $ | 0.87 | ||||||||
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| Weighted average shares outstanding: |
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| Basic |
35,276 | 35,276 | ||||||||||
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| Diluted |
41,808 | 41,808 | ||||||||||
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See accompanying notes to unaudited pro forma condensed financial statements
for detail of pro forma adjustments.
4
GREEN PLAINS RENEWABLE ENERGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS
| (a) | The unaudited condensed pro forma balance sheet as of September 30, 2012 reflects the Company’s historical consolidated balance sheet as if the Transaction occurred on September 30, 2012 and before application of any post-closing adjustments. The unaudited pro forma condensed statements of operations for the nine months ended September 30, 2012 and for the year ended December 31, 2011 reflect the Company’s historical consolidated statements of operations as if the Transaction occurred on December 31, 2010 and before application of any post-closing adjustments. The pro forma adjustment amounts in the condensed statements of operations do not include potential reductions of corporate overhead. |
| (b) | Represents the cash portion of proceeds received from the sale of specified assets, net of liabilities assumed, less additional estimated advisor and legal expenses totaling $1.8 million related directly to the Transaction. |
| (c) | Adjustment excludes corn inventory in the divested facilities, retained by the Company, of $55.5 million. The inventory is expected to be used by the Company for its ongoing ethanol operations. |
| (d) | Represents a reduction in deferred income taxes as a result of the utilization of net operating losses and the decrease in expected future benefit of tax credits in certain states. |
| (e) | Represents a reduction in deferred income taxes due to the difference between the book and tax basis of the assets sold. |
| (f) | Represents the gain on the sale, net of the related tax effects. |
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