SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
September 9, 2009

Via U.S. mail and facsimile

Mr. Jerry L. Peters Chief Financial Officer Green Plains Renewable Energy, Inc.
9420 Underwood Avenue, Suite 100
Omaha, Nebraska 68114   RE: Form 10-K for the fiscal year ended December 31, 2008
  Form 10-Q for the pe riod ended June 30, 2009
   File No. 1-32924   Dear Mr. Peters:    We have reviewed these filings a nd have the following comments.  If you
disagree with a comment, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your  disclosure.  After reviewing this
information, we may or may not raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

General

1. Where a comment below requests additional disclosures or other revisions to be made, please show us in your supplemental response what the revisions will look like.  These revisions should be included in your future filings.

Mr. Jerry L. Peters
September 9, 2009
Page 2 of 8   Critical Accounting Policies

 Impairment of Long-Lived Assets, page 38

2. Please expand your critical accounting polic y to provide additi onal insight on how
you perform your impairment analysis of long-lived assets under SFAS 144.  Please consider including the following:
• Please disclose how you determine when long-lived assets should be tested for
impairment, including what types of events and circumstances indicate
impairment, and how frequently you eval uate for these type s of events and
circumstances;
• Please disclose how you group your assets fo r purposes of cons idering whether an
impairment exists.  Refer to paragraph 4 of SFAS 144;
• Please discuss the significant estimates and assumptions used to determine
estimated undiscounted cash flows and fair value.  You should discuss how
sensitive the fair value estimates are to  each of these significant estimates and
assumptions used as well whether certain estimates and assumptions are more
subjective than  others; and
• For any asset groups for which the carrying va lue was close to the fair value or for
which reasonably likely changes in si gnificant estimates and assumptions may
result in an impairment, please consider disclosing the carrying value of the asset
groups.
 Management’s Discussion and Analysis

 Results of Operations, page 40

 3. It appears that your results of operations are materially impacted by commodity price
changes primarily related to corn, natu ral gas and ethanol, which you attempt to
minimize using financial instruments.  Pl ease expand your discussion to specifically
quantify and discuss the impact of these fi nancial instruments on cost of goods sold
for each period presented.  Please address the specific underlying reasons such instruments impacted each year by the amounts disclosed.  For example, if there are increases in certain commodity prices which have impacted your results of
operations, you should discuss why the incr ease was not offset by your derivative
contracts, which may be due to your positions  being too small relative to raw material
needs.  You should also discuss any cases in which your strategies and assumptions
resulted in adverse impacts.

Mr. Jerry L. Peters
September 9, 2009
Page 3 of 8   Liquidity and Capital Resources

 Contractual Obligations, page 45

 4. Please present estimated interest payments on your debt in a separate line item of the
contractual obligations table.  Please also disclose in a footnote to the table any
assumptions you made to derive these amounts.
 5. Please disclose the specific purchase ob ligations included in the contractual
obligations table in a footnote to the table.   Please also disclose any assumptions you
made to derive these amounts.
 Item 9A.  Controls and Procedures

 Evaluation of Disclosure Cont rols and Procedures, page 47

6. Management carried out an  evaluation of the effec tiveness of the design and
operation of disclosure controls and pro cedures.  Based upon that evaluation, because
management did not assess the effectiveness of internal controls over financial
reporting, the Chief Executive Officer and the Chief Financial Officer were unable to
conclude that disclosure cont rols and procedures were eff ective as of the end of the
period covered by the report.  Please clearly  state that your disclosure controls and
procedures were not effective, rather than saying you we re unable to conclude that
they were effective.  Please also disclose  each of the areas that led you to conclude
your disclosure controls and procedures were not effective and what you have done
and/or planning to do to correct them.  Pleas e also continue to update changes in the
status of each area in subsequent filings.  Refer to Item 307 of Regulation S-K.

Financial Statements

Independent Auditors’ Report, page F-2
 7. The report states that the auditors ha ve audited the accompanying consolidated
balance sheet of VBV LLC and subsidiari es as of March 31, 2007, which is not
included in the Form 10-K.  Please make arrangements with your auditors to have
them revise their report to only refer to th e financial statements which are included in
the Form 10-K.  Please also have them revi se their consent in a similar manner.
 8. Given that the financial statem ents of VBV LLC and subsidia ries are considered to be
those of the issuer in the Form 10-K, please tell us how it was determined that the
audit of the financial statements for all pe riods presented did not need to be conducted
in accordance with the standards of th e PCAOB and correspondingly the auditor’s
report on these financial statements did not need to refer to the PCAOB standards.
Refer to SEC Release No. 34-49708.

Mr. Jerry L. Peters
September 9, 2009
Page 4 of 8   Consolidated Statements of Operations, page F-4

 9. Please tell us how you determined it was a ppropriate to provide unaudited earnings
per share amounts for the year ended March 31, 2008 and for the period from
September 28, 2006 to March 31, 2007.
 Consolidated Statement of Stockholders’ E quity/Members’ Capital and Comprehensive
Income, page F-5
 10. The Form S-4/A filed on September 4, 2008 indi cates that members’ capital prior to
the merger consisted of 1,000 outstanding units for all periods presented.  Please
separately present each component of memb ers’ capital in separate columns in a
similar manner to your presentation of each  component of stockholders’ equity on the
face of your statement.  This should include the number of units and any
corresponding amount such as a par value a ssociated with the un its, the amounts paid
in excess of the par value, as well as cumulative losses.  These amounts could be
presented in the same columns as the co mponents of stockholder’s equity with the
headings renamed as necessary.  For exampl e, the column heading for the number of
shares could be revised to become shares/u nits.  The historical number of units and
corresponding amount should then be retroac tively restated in a similar manner to a
stock split based on the exchange ratio.  As it appears that one unit of the VBV LLC
was exchanged for 7,498 shares of common st ock of Green Plains Renewable Energy,
Inc., the historical number of units should be multiplied by 7,498.  Any difference in
par values should be offset to additional paid-in capital.
 11. Please separately present each component of the line item described as merger-related equity transactions.  It appears that this  line item includes the shares which were
retained by the original shareholders of Green Plains Renewable Energy, Inc., the shares that were issued to the shareholde rs of Ethanol Grains Processors, LLC, which
was a majority-owned subsidiary of VBV LLC prior to the merger, and the shares that were issued to the shareholders of  Indiana Bio-Energy, LLC, which was also a
majority-owned subsidiary of VBV LLC.  Each of these components as well as any additional components should be presented separa tely as a line item.  Please also tell
us the nature of the amount in this line item being recorded in accumulated other comprehensive loss.
 Notes to the Financial Statements

Note 3.  Summary of Significant Accounting Policies

Revenue Recognition, page F-11
 12. Please clearly disclose when you record re venue on a consolidated basis related to
Green Plains Trade, a wholly-owned subsidiary, both prior and subsequent to the

Mr. Jerry L. Peters
September 9, 2009
Page 5 of 8
termination of the agreements with third- party marketers in January and February
2009.  For example, you should clarify that revenue is not recorded until the ethanol and distiller grains are sold to  third-party customers on a cons olidated basis, if true.
 Cost of Goods Sold and Operating Expenses, page F-14

 13. Your disclosures indicate that all depr eciation and amortization is included in
operating expenses.  If you do not allocate depreciation and amortization to costs of
goods sold, please revise your presenta tion on the face of your statement of
operations and throughout the filing to comply  with SAB Topic 11:B, as well as Item
10(e) of Regulation S-K.
 Note 9.  Long-Term Debt and Lines of Credit, page F-20

 14. In addition to your current disclosure of the specific terms of your material debt
covenants and any required amounts/ratios, please disclose the actual amounts/ratios
as of each reporting date for any material debt covenants for which it is reasonably
likely that you will not be able to meet such covenants.  Please also consider showing the specific computations used to arri ve at the actual amounts/ratios with
corresponding reconciliations to US GAAP am ounts.  For example, the fixed charge
ratio and senior leverage ratio appear to  be computed based on Non-GAAP amounts.
See Sections I.D and IV.C of the SEC In terpretive Release No. 33-8350 and Question
10 of our FAQ Regarding the Use of Non- GAAP Financial Measures dated June 13,
2003.  Please also clearly disclose whether or  not you were in compliance with all of
the covenants including those rela ted to the Agribusiness segment.
 15. As of December 31, 2008, working capital ba lances at Green Plains Bluffton, Green
Plains Obion and Green Plains Superior were less than those required by the respective financial covenants in the loan agreements of those subsidiaries.  In
addition, the debt service cove rage ratio for Green Plains Superior was below levels
required by its covenants.  In February  2009, you contributed additional capital to
these subsidiaries and as a result the lenders provided waivers accepting your compliance with the financial covenants for th ese subsidiaries as of that date.  It
appears that you continue to classify the ma jority of this debt as long-term as of
December 31, 2008 and June 30, 2009.  Please tell  us what consideration you gave to
EITF 86-30 in determining this classificati on was appropriate.  Please also disclose
the exact length and terms of any waivers received.

Note 14.  Employee Benefit Plans, page F-30

16. Green Plains Grain maintains a defined benefit pension plan.  Please provide the disclosures required by paragraph 5 of SFAS 132(R), as applicable.

Mr. Jerry L. Peters
September 9, 2009
Page 6 of 8
FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2009

 General

 17. Please address the above comments in your interim filings as well.
 Financial Statements

General

18. Please provide the disclosures required by paragraphs 38(a) and A5 of ARB 51, as
amended by SFAS 160.  Specifically, it does not appear that you ha ve presented the
amounts of comprehensive income attributab le to Green Plains shareholders.  In
addition, please provide the disclosures re quired by paragraphs 38(c) and A6 of ARB
51, as amended by SFAS 160.

Consolidated Statements of Cash Flows, page 5

19. Your reconciliation to net cas h provided (used) by opera ting activities appears begin
with net loss only attributab le to the parent company.  Given that net income as
referred to in paragraph 5(b) of SFAS 160 al so includes net income attributable to
noncontrolling interests, please begin your reco nciliation pursuant to paragraph 29 of
SFAS 95 with net loss.
 Note 4.  Acquisition, page F-11

 20. Please provide the following disclosures as we ll as any other applicable disclosures
required by paragraph 68 of SFAS 141(R) regarding the acquisition of Blendstar
LLC:
• Please disclose the amounts recognized as of the acquisition date for each major
class of assets acquired and liabilities a ssumed.  Refer to paragraph 68(i) of SFAS
141(R);
• Given that you acquired less th an 100 percent of the equi ty interests in Blendstar
LLC, please disclose the fair value of th e noncontrolling interest at the acquisition
date as well as the valuati on technique(s) and signifi cant inputs used to measure
the fair value of the noncontrolling intere st.  Refer to paragraph 68(p) of SFAS
141(R); and
• Please disclose the amount of revenue a nd earnings recorded since the acquisition
date as well as provide supplemental pro forma information.  Refer to paragraph
68(r) of SFAS 141(R).

Mr. Jerry L. Peters
September 9, 2009
Page 7 of 8   Note 8.  Financial Derivative Instruments, page 13

 21. Please provide the disclosures require d by paragraph 44C(b) of SFAS 133, as
amended by SFAS 161, regarding the locat ion and amounts of gains or losses
reported.
 Management’s Discussion and Analysis, page 22

Results of Operations, page 26

22. When there is more than one reason for a change between periods, please expand
your discussion of operating results to discuss each factor and correspondingly
quantify the extent to which each factor c ontributed to the overall change in the
operating results.  For example, the $16.4 million increase in operating expenses
during the six-month period ended June 30, 2009, as compared to the same period
during 2008, is mainly due to an increase in employee salaries, incentives, benefits
and other expenses resulting from the incr ease in employees hired to operate ethanol
plants in Bluffton and Obion, stock-based compensation cost s, professional services
and inclusion of operating expenses for th e predecessor Green Plains companies.
Please separately quantify each of these factors.

23. Please provide a discussion of your segmen ts’ results.  You should discuss with
quantification the business reasons for ch anges between periods in the sales and
operating income (loss) of each of your segm ents as well as your corporate activities
operating income (loss).  Please also separa tely discuss with quantification business
reasons for changes in intercompany elimin ations between periods .  Your discussion
should include why the eliminations are nece ssary as well as the entities to which
they are related.

Liquidity and Capital Resources, page 28

24. Please expand your liquidity and capital resources discussion to address the
following:
• You disclose that there is $13.2 m illion available under committed loan
agreements.  Please clearly disclose any re strictions related to the use of these
funds.  For example, you should disclose if  all or a portion of these funds have to
be used to for a specific purpose, su ch as the construction of plants; and
• Sudden changes in commodity prices may require cash deposits with brokers, or
marg