SEC Comment Letter for Green Plains Inc. (GPRE) (CIK 0001309402) (GPRE) — Oct 5, 2016
Green Plains Inc. (GPRE) (CIK 0001309402)
Date: Oct. 5, 2016 · CIK: 0001309402 · Accession: 0000000000-16-095970
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 4631 October 5 , 2016 Via E -mail Mr. Jerry L. Peters Chief Financial Officer Green Plains Inc. 450 Regency Parkway, Suite 400 Omaha, NE 68114
RE: Green Plains Inc. Form 10 -K for the Year Ended December 31, 2015 Filed February 18, 2016 Form 10 -Q for the Quarter Ended June 30, 2016 Filed August 3, 2016 Definitive Proxy Statement on Schedule 14A Filed April 1, 2016 File No. 1-32924
Dear Mr. Peters :
We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10 -K for the Year Ended December 31, 2015
Item 15. Exhibits, Financial Statement Schedules, page 55 Note 2. Summary of Significant Accounting Policies, page F -9 Goodwill, page F -12
1. You disclose that you record goodwill when the purchase price for an acquisition exceeds the fair value of the identified tangible and intangible assets. In future filings, please revise your disclosure to clarify that the determination of goodwill takes into
Mr. Jerry L. Peters Green Plains Inc. October 5 , 2016 Page 2
consideration the fair value of net tangible asset s, instead of tangible assets, and intangible assets.
Form 10 -Q for the Period Ended June 30, 2016
Item 4. Controls and Procedures, page 40
2. You disclose here, as well as in your March 31, 2016 Form 10 -Q, that management carried out an evaluation of the effectiveness of the design and operation of your disclosure controls and procedures as of December 31, 2015 and concluded that your disclosure controls and procedures were effective. Please confirm that you carried out an evaluation of the effectiveness of the design and operation of your disclosure controls and procedures as of March 31, 2016 and June 30, 2016 and tell us whether or not you concluded your disclosure controls and procedures were effective for each applicable period. In future filings please ensure that you disclose your conclusion regarding the effectiveness of your disclosure controls and procedures as of the end of the perio d covered by the report. Refer to Item 307 of Regulation S -K.
Definite Proxy on Schedule 14A
Executive Compensation, page 14 Annual Performance/Incentive Awards, page 16
3. We note that you only disclose the performance measurement ranges required to achieve the target compensation. In future filings, please disclose the required performance measurements to achieve compensation above the target amount, as well as how it is calculated. With respect to this disclosure, please note that amou nts paid over and above amounts earned by achieving the performance measure s in your non-equity incentive plan should be reported in the bonus column of your summary compensation table. For further guidance, please refer to Regulation S -K C&DI Question 11 9.02.
Grants of Plan -Based Awards, page 21
4. In future filings please disclose the threshold, target and maximum amount of estimated future pay under the non -equity incentive plan in this table. We note your disclosure in footnote three. Please note that the maximum amount should be disclosed in this table even if compensation committee has disc retion to adjust these awards.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the fili ng includes the information the Securities Exchange Act of 1934 and all applica ble Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of t he disclosures they have made.
Mr. Jerry L. Peters Green Plains Inc. October 5 , 2016 Page 3
In responding to our comments, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
You may contact Jeffrey Gordon, Staff Accountant at (202) 551 -3866 or me at (202) 551 - 3768 if you have questions regarding comments on the financial statements and related matters. Please contact David Korvin, Staff Attorney, at (202) 551 -3236 or Asia Timmons -Pierce, Staff Attorney , at (202) 551 -3754 with any other questions.
Sincerely,
/s/ John Cash
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Mail Stop 4631 October 5 , 2016 Via E -mail Mr. Jerry L. Peters Chief Financial Officer Green Plains Inc. 450 Regency Parkway, Suite 400 Omaha, NE 68114 RE: Green Plains Inc. Form 10 -K for the Year Ended December 31, 2015 Filed February 18, 2016 Form 10 -Q for the Quarter Ended June 30, 2016 Filed August 3, 2016 Definitive Proxy Statement on Schedule 14A Filed April 1, 2016 File No. 1-32924 Dear Mr. Peters : We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10 -K for the Year Ended December 31, 2015 Item 15. Exhibits, Financial Statement Schedules, page 55 Note 2. Summary of Significant Accounting Policies, page F -9 Goodwill, page F -12 1. You disclose that you record goodwill when the purchase price for an acquisition exceeds the fair value of the identified tangible and intangible assets. In future filings, please revise your disclosure to clarify that the determination of goodwill takes into Mr. Jerry L. Peters Green Plains Inc. October 5 , 2016 Page 2 consideration the fair value of net tangible asset s, instead of tangible assets, and intangible assets. Form 10 -Q for the Period Ended June 30, 2016 Item 4. Controls and Procedures, page 40 2. You disclose here, as well as in your March 31, 2016 Form 10 -Q, that management carried out an evaluation of the effectiveness of the design and operation of your disclosure controls and procedures as of December 31, 2015 and concluded that your disclosure controls and procedures were effective. Please confirm that you carried out an evaluation of the effectiveness of the design and operation of your disclosure controls and procedures as of March 31, 2016 and June 30, 2016 and tell us whether or not you concluded your disclosure controls and procedures were effective for each applicable period. In future filings please ensure that you disclose your conclusion regarding the effectiveness of your disclosure controls and procedures as of the end of the perio d covered by the report. Refer to Item 307 of Regulation S -K. Definite Proxy on Schedule 14A Executive Compensation, page 14 Annual Performance/Incentive Awards, page 16 3. We note that you only disclose the performance measurement ranges required to achieve the target compensation. In future filings, please disclose the required performance measurements to achieve compensation above the target amount, as well as how it is calculated. With respect to this disclosure, please note that amou nts paid over and above amounts earned by achieving the performance measure s in your non-equity incentive plan should be reported in the bonus column of your summary compensation table. For further guidance, please refer to Regulation S -K C&DI Question 11 9.02. Grants of Plan -Based Awards, page 21 4. In future filings please disclose the threshold, target and maximum amount of estimated future pay under the non -equity incentive plan in this table. We note your disclosure in footnote three. Please note that the maximum amount should be disclosed in this table even if compensation committee has disc retion to adjust these awards. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the fili ng includes the information the Securities Exchange Act of 1934 and all applica ble Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of t he disclosures they have made. Mr. Jerry L. Peters Green Plains Inc. October 5 , 2016 Page 3 In responding to our comments, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. You may contact Jeffrey Gordon, Staff Accountant at (202) 551 -3866 or me at (202) 551 - 3768 if you have questions regarding comments on the financial statements and related matters. Please contact David Korvin, Staff Attorney, at (202) 551 -3236 or Asia Timmons -Pierce, Staff Attorney , at (202) 551 -3754 with any other questions. Sincerely, /s/ John Cash John Cash Accounting Branch Chief Office of Manufacturing and Construction