Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 10, 2015 | |
Document type | 10-Q | |
Amendment flag | false | |
Document period end date | Jun. 30, 2015 | |
Document fiscal period focus | Q2 | |
Document fiscal year focus | 2,015 | |
Entity registrant name | Green Plains Partners LP | |
Entity central index key | 1,635,650 | |
Current fiscal year end date | --12-31 | |
Entity filer category | Non-accelerated Filer | |
Trading symbol | gpp | |
Common Units [Member] | ||
Entity common stock, shares outstanding | 15,889,642 | |
Subordinated Units [Member] | ||
Entity common stock, shares outstanding | 15,889,642 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 4,541 | $ 5,705 |
Accounts receivable, net of allowances of $1 and $6, respectively | 489 | 484 |
Accounts receivable from affiliates | 341 | 271 |
Prepaid expenses and other | 281 | 454 |
Deferred income taxes | 82 | 87 |
Total current assets | 5,734 | 7,001 |
Property and equipment, net | 18,170 | 18,568 |
Goodwill | 10,598 | 10,598 |
Note receivable | 8,100 | 8,100 |
Other assets | 267 | 271 |
Deferred income taxes | 1,529 | 1,442 |
Total assets | 44,398 | 45,980 |
Current liabilities | ||
Accounts payable | 347 | 293 |
Accounts payable to affiliates | 1,131 | 872 |
Accrued and other liabilities | 578 | 350 |
Total current liabilities | 2,056 | 1,515 |
Long-term debt | 8,100 | 8,100 |
Deferred lease liability | 342 | 329 |
Asset retirement obligations | 357 | 343 |
Total liabilities | 10,855 | 10,287 |
Member's Equity | 33,286 | 35,424 |
Noncontrolling interests | 257 | 269 |
Total members' equity | 33,543 | 35,693 |
Total liabilities and members' equity | $ 44,398 | $ 45,980 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Consolidated Balance Sheets [Abstract] | ||
Accounts receivable, allowances | $ 1 | $ 6 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues | ||||
Throughput charges | $ 2,107 | $ 2,073 | $ 4,192 | $ 4,142 |
Throughput charges - affiliate | 988 | 1,029 | 1,952 | 1,719 |
Freight charges - affiliate | 350 | 176 | 697 | 293 |
Total revenues | 3,445 | 3,278 | 6,841 | 6,154 |
Operating expenses | ||||
Operations and maintenance | 1,472 | 1,300 | 2,918 | 2,457 |
General and administrative | 403 | 301 | 599 | 566 |
Depreciation | 635 | 659 | 1,192 | 1,315 |
Total operating expenses | 2,510 | 2,260 | 4,709 | 4,338 |
Operating income | 935 | 1,018 | 2,132 | 1,816 |
Other income (expense) | ||||
Interest income | 20 | 13 | 41 | 33 |
Interest expense | (34) | (36) | (54) | (64) |
Total other income (expense) | (14) | (23) | (13) | (31) |
Income before income taxes | 921 | 995 | 2,119 | 1,785 |
Income tax expense | 343 | 372 | 789 | 672 |
Net income | 578 | 623 | 1,330 | 1,113 |
Net income attributable to noncontrolling interests | 29 | 30 | 58 | 56 |
Net income attributable to BlendStar LLC | $ 549 | $ 593 | $ 1,272 | $ 1,057 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 1,330 | $ 1,113 |
Adjustments to reconcile net income to net cash provided (used) by operating activities: | ||
Depreciation | 1,192 | 1,315 |
Amortization of debt issuance costs | 4 | 23 |
Deferred income taxes | (82) | (145) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (5) | 408 |
Accounts receivable from affiliates | (70) | 37 |
Prepaid expenses and other assets | 173 | 155 |
Accounts payable and accrued liabilities | 185 | (313) |
Accounts payable to affiliates | 259 | 375 |
Other | 27 | 49 |
Net cash provided by operating activities | 3,013 | 3,017 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (697) | (418) |
Net cash used by investing activities | (697) | (418) |
Cash flows from financing activities: | ||
Member contributions (distributions) | (3,480) | 292 |
Net cash provided (used) by financing activities | (3,480) | 292 |
Net change in cash and cash equivalents | (1,164) | 2,891 |
Cash and cash equivalents, beginning of period | 5,705 | 1,704 |
Cash and cash equivalents, end of period | 4,541 | 4,595 |
Supplemental disclosures of cash flow: | ||
Cash paid for income taxes | 1,006 | |
Cash paid for interest | $ 50 | $ 50 |
Basis of Presentation, Descript
Basis of Presentation, Description of Business and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Basis of Presentation, Description of Business and Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation, Description of Business and Summary of Significant Accounting Policies | 1. BASIS OF PRESENTATION, DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES References to the Company and the Partnership References to “BlendStar” or the “Company” in the consolidated financial statements and in these notes to the consolidated financial statements refer to BlendStar LLC, a Texas limited liability company, and its subsidiaries. References to the “Partnership” refer to Green Plains Partners LP and its subsidiaries. On July 1, 2015, Green Plains Partners LP closed its initial public offering of common units representing limited partner interests of the Partnership. The offering was pursuant to the Partnership’s Registration Statement on Form S-1. The material terms of the offering are described in the Partnership’s final prospectus dated June 25, 2015 (the “Prospectus”) and filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on June 29, 2015. For accounting purposes, BlendStar is the predecessor of the Partnership. Green Plains Holdings LLC, a wholly-owned subsidiary of Green Plains Inc., serves as the general partner of the Partnership. References to (i) “the general partner” and “Green Plains Holdings” refer to Green Plains Holdings LLC; (ii) “the parent” and “Green Plains” refer to Green Plains Inc.; and (iii) “Green Plains Trade” refers to Green Plains Trade Group LLC, a wholly-owned subsidiary of Green Plains. Consolidated Financial Statements The consolidated financial statements include the accounts of the Company and its controlled subsidiaries. All significant intercompany balances and transactions have been eliminated on a consolidated basis for reporting purposes. Results for the interim periods presented are not necessarily indicative of results to be expected for the entire year. The accompanying unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles, or GAAP, for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The consolidated financial statements should be read in conjunction with the audited consolidated financial statements of BlendStar as of and for the years ended December 31, 2014 and 2013, included in the Prospectus. The unaudited financial information reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented. The adjustments are of a normal recurring nature, except as otherwise noted. Use of Estimates in the Preparation of Consolidated Financial Statements The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and other assumptions that it believes are proper and reasonable under the circumstances. The Company regularly evaluates the appropriateness of estimates and assumptions used in the preparation of its consolidated financial statements. Actual results could differ from those estimates. Key accounting policies, including but not limited to those relating to revenue recognition, depreciation of property and equipment, impairment of long-lived assets and goodwill, and accounting for income taxes, are impacted significantly by judgments, assumptions and estimates used in the preparation of the consolidated financial statements. Description of Business The Company owns and operates fuel holding tanks and terminals, and provides terminal services and logistics solutions to markets that currently do not have efficient access to renewable fuels. The Company operates fuel terminals at one owned and seven leased locations on approximately 28 acres in seven south central U.S. states with a combined total storage capacity of approximately 7.4 million gallons, or mmg, and throughput capacity of approximately 822 million gallons per year, or mmgy. In addition, through its wholly-owned subsidiary, Green Plains Trucking LLC, which, subsequent to June 30, 2015 is operated through Green Plains Trucking II LLC, the Company provides fuel transportation services. Green Plains Trucking LLC transported approximately 6.9 mmg and 14.0 mmg of ethanol during the three and six months ended June 30, 2015, respectively, and 10.1 mmg and 17.2 mmg of ethanol during the three and six months ended June 30, 2014, respectively. Revenue Recognition The Company recognizes revenue when all of the following criteria are satisfied: persuasive evidence of an arrangement exists; services have been rendered; the price is fixed and determinable; and collectability is reasonably assured. The Company derives revenues from fuel terminal operations and fuel transportation services through its various subsidiaries. Revenues are recognized based on volumes transported through its terminals once these services are performed, which occurs when the product is delivered to the customer. The Company has terminal services agreements with its customers that allow its customers to deliver product to its terminals. Many of these agreements are take-or-pay agreements with expirations that vary from month-to-month to five-year terms. If a customer fails to meet an applicable minimum throughput volume for any given month, certain contracts provide the Company with the ability to charge the customer a minimum monthly charge. The Company recognizes revenue associated with minimum monthly charges when earned under the contracts. Concentrations of Credit Risk In the normal course of business, the Company is exposed to credit risk resulting from the possibility that a loss may occur from the failure of another party to perform according to the terms of a contract. The Company provides terminal services and logistics solutions for various related parties and third parties with a significant portion of its revenues provided by three customers, which may result in concentrations of credit risk. The Company continually monitors this credit risk exposure. Recent Accounting Pronouncements The Partnership will be required to adopt the amended guidance in ASC Topic 606, Revenue from Contracts with Customers , which replaces existing revenue recognition guidance by requiring revenue recognition to reflect the transfer of promised goods or services to customers. The updated standard permits the use of either the retrospective or cumulative effect transition method. The Financial Accounting Standards Board has approved deferral of required adoption of the amended guidance by one year, from January 1, 2017 to January 1, 2018. Early application beginning January 1, 2017 is permitted. The Partnership has not yet selected a transition method nor has it determined the effect of the updated standard on its consolidated financial statements and related disclosures. Effective January 1, 2016, the Partnership will adopt the amended guidance in ASC Topic 835-30, Interest - Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs . The amended guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The amended guidance will be applied on a retrospective basis, wherein the balance sheet of each individual period presented will be adjusted to reflect the period-specific effects of applying the new guidance. |
Fair Value Disclosures
Fair Value Disclosures | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | 2 . FAIR VALUE DISCLOSURES The following methods, assumptions and valuation techniques were used in estimating the fair value of the Company’s financial instruments: Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 – directly or indirectly observable inputs such as quoted prices for similar assets or liabilities in active markets other than quoted prices included within Level 1; quoted prices for identical or similar assets in markets that are not active; and other inputs that are observable or can be substantially corroborated by observable market data by correlation or other means. Level 3 – unobservable inputs that are supported by little or no market activity and that are a significant component of the fair value of the assets or liabilities. The Company currently does not have any recurring Level 3 financial instruments. The carrying amounts of financial assets and financial liabilities with maturity of less than one year (including accounts receivables, cash and cash equivalents and accounts payables) are assumed to approximate their fair values because of the short period to maturity. The Company uses market interest rates to measure fair value of its long ‑term debt and adjusts those rates for all necessary risks, including its own credit risk. At June 30, 2015 and December 31, 2014, the carrying amount of debt approximated fair value. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2015 | |
Property and Equipment [Abstract] | |
Property and Equipment | 3. PROPERTY AND EQUIPMENT The components of property and equipment are as follows (in thousands): June 30, December 31, 2015 2014 Tanks and terminal equipment $ $ Leasehold improvements Rail and rail equipment Land and buildings Other motorized equipment Computer equipment, furniture and fixtures Construction-in-progress Total property and equipment Less: accumulated depreciation Property and equipment, net $ $ |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill [Abstract] | |
Goodwill | 4. GOODWILL The Company did not have any changes in the carrying amount of goodwill, which was $10.6 million at June 30, 2015 and December 31, 2014. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2015 | |
Debt [Abstract] | |
Debt | 5. DEBT In June 2013, Birmingham BioEnergy Partners LLC, a majority-owned subsidiary of the Company, was a recipient of Qualified Low Income Community Investment Notes executed in conjunction with a New Markets Tax Credits, or NMTC, financing related to the Birmingham, Alabama terminal. In order to facilitate this financing, the Company was required to issue promissory notes payable totaling $10.0 million and a note receivable in the amount of $8.1 million. The notes payable bear interest at 1.0% per annum and require quarterly installments of interest only payments through December 31, 2019 . Beginning March 15, 2020, the notes payable require quarterly principal and interest payments in the amount of $221 thousand and mature on September 15, 2031 . The Company retains the right to call $8.1 million of the promissory notes payable in 2020. In connection with the NMTC financing, 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 estimated 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. The investors in the NMTC financing paid $1.9 million to Birmingham BioEnergy Partners LLC in the form of a promissory note and are entitled to all of the NMTC tax benefits derived from the Birmingham facility. This transaction includes a put/call provision where the Company can cause the $1.9 million to be forgiven. The Company has accounted for the $1.9 million as a grant received and reflected a reduction in the carrying value of the property and equipment at Birmingham, which will be recognized in earnings as a decrease in depreciation expense over the useful life of the property and equipment. Scheduled long ‑term debt repayments as of June 30, 2015 are as follows (in thousands): Year Ending December 31, Amount 2015 $ - 2016 - 2017 - 2018 - 2019 - Thereafter Total $ Capitalized Interest The Company’s policy is to capitalize interest costs incurred on debt during the construction of major projects. The Company had no capitalized interest during the three and six months ended June 30, 2015 and 2014. |
Asset Retirement Obligations
Asset Retirement Obligations | 6 Months Ended |
Jun. 30, 2015 | |
Asset Retirement Obligations [Abstract] | |
Asset Retirement Obligations | 6. ASSET RETIREMENT OBLIGATIONS Under various lease agreements, the Company has certain asset retirement obligations at the time of disposition of certain machinery and equipment. The liability was initially measured at fair value and subsequently is adjusted for accretion expense and changes in the amount or timing of the estimated cash flows. The corresponding asset retirement costs are capitalized as part of the carrying amount of the related long ‑lived asset and depreciated on a straight-line basis over the asset’s remaining useful life. The following table summarizes the change in the liability for the asset retirement obligations (in thousands): Amount Balance, December 31, 2014 $ Additional obligations incurred - Accretion expense Balance, June 30, 2015 $ |
Members' Equity
Members' Equity | 6 Months Ended |
Jun. 30, 2015 | |
Members' Equity [Abstract] | |
Members' Equity | 7. MEMBERS’ EQUITY Components of members’ equity are as follows (in thousands): Member's Noncontrolling Total Members' Equity Interests Equity Balance, December 31, 2014 $ $ $ Distributions Net income Balance, June 30, 2015 $ $ $ |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 8. COMMITMENTS AND CONTINGENCIES Operating Leases The Company leases certain facilities and parcels of land under agreements that expire at various dates. For accounting purposes, rent expense is based on a straight-line amortization of the total payments required over the lease term, which resulted in a deferred lease liability of approximately $342 thousand and $329 thousand as of June 30, 2015 and December 31, 2014, respectively. The Company incurred lease expenses of $92 thousand and $197 thousand during the three and six months ended June 30, 2015, respectively, and $94 thousand and $189 thousand during the three and six months ended June 30, 2014, respectively. Aggregate minimum lease payments under these agreements for the remainder of 2015 and in future fiscal years are as follows (in thousands): Year Ending December 31, Amount 2015 $ 2016 2017 2018 2019 - Thereafter - Total $ Service Agreements The Company has entered into agreements for contracted services with three vendors that require the Company to pay minimum monthly amounts, which expire on various dates. The Company exceeded all minimum commitments under these agreements during the three and six months ended June 30, 2015 and 2014. Aggregate minimum service payments under these agreements for the remainder of 2015 and in future fiscal years are as follows (in thousands): Year Ending December 31, Amount 2015 $ 2016 2017 2018 - 2019 - Thereafter - Total $ Legal Routinely, the Company may be involved in litigation that arises in the ordinary course of business; however, the Company currently is not party to any litigation. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9. RELATED PARTY TRANSACTIONS The Company engages in various related party transactions with Green Plains, and other subsidiaries of Green Plains. Green Plains provides a variety of shared services to the Company, including general management, accounting and finance, payroll and human resources, information technology, legal, communications and treasury activities. These costs are proportionally allocated by Green Plains to its subsidiaries based on a common financial metric that management believes is reasonable. While these allocated costs are not necessarily representative of costs that may have been incurred if they were incurred from a third party, the Company believes that these costs would not have been materially different had they been calculated on a stand-alone basis. The Company recorded expenses for these shared services of approximately $176 thousand and $182 thousand for the three months and six months ended June 30, 2015, respectively, and $87 thousand and $107 thousand for the three months and six months ended June 30, 2014, respectively. In addition, the Company reimburses Green Plains for all wages and benefit costs of employees directly performing services on its behalf. Green Plains may also pay certain direct costs on behalf of the Company, which it charges to the Company for reimbursement. The Company believes that the consolidated financial statements reflect all material costs of doing business related to these operations, including expenses incurred by other entities on behalf of the Company. The Company has various terminal services agreements with Green Plains Trade. These agreements provide for the unloading of railcars and throughput of ethanol on behalf of Green Plains Trade at the Company’s terminals at prices ranging from $0.030 to $0.0355 per gallon of ethanol unloaded. In addition, beginning in January 2014, Green Plains Trade began utilizing the Company’s trucking services for transport of ethanol at various locations. The Company recorded revenues from Green Plains Trade under these agreements of $1.3 million and $2.6 million for the three and six months ended June 30, 2015, respectively, and $1.2 million and $2.0 million for the three and six months ended June 30, 2014, respectively. In February 2015, the Company made an equity distribution to Green Plains in the amount of $3.3 million. |
Major Customers And Segment Rep
Major Customers And Segment Reporting | 6 Months Ended |
Jun. 30, 2015 | |
Major Customers And Segment Reporting [Abstract] | |
Major Customers And Segment Reporting | 10. MAJOR CUSTOMERS AND SEGMENT REPORTING Major Customers Revenues from three customers, including Green Plains Trade, exceeded 10% of the Company’s total revenues for the three and six months ended June 30, 2015 and 2014, as reflected below (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Green Plains Trade Group LLC $ $ $ $ Customer A Customer B Segment Reporting The Company accounts for segment reporting in accordance with ASC 280, Segment Reporting , which establishes standards for entities to report information about the operating segments and geographic areas in which they operate. Management has evaluated how its chief operating decision maker has organized the Company for purposes of making operating decisions and assessing performance, concluding that for the three and six months ended June 30, 2015 and 2014, the Company has one reportable segment. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | 11. INCOME TAXES The Company is a single member limited liability company and treated as a non-taxable disregarded entity in the federal and state income tax returns of Green Plains. These consolidated financial statements reflect income taxes as if the Company had filed separate federal and state tax returns. Under a tax sharing agreement between the Company and Green Plains, the Company periodically makes payments to Green Plains for its share of Green Plains’ tax liabilities. Differences between amounts due to Green Plains under the agreement and the total income tax expense to the Company, determined as if the Company filed separate tax returns, are reflected as contributions from, or distributions to, member in the consolidated statement of members’ equity. These amounts included distributions of $ 80 thousand for the six months ended June 30, 2015 and contributions of $292 thousand for the six months ended June 30, 2014. Income taxes are accounted for under the asset and liability method. Income taxes payable were $0.7 million at June 30, 2015 and $0.8 million at December 31, 2014, and are reflected in accounts payable to affiliates in the consolidated balance sheets. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Income tax expense was $343 thousand and $789 thousand for the three and six months ended June 30, 2015, respectively, and $372 thousand and $672 thousand for the three and six months ended June 30, 2014, respectively. The effe ctive tax rate was approximately 37.2% for both the three and six months ended June 30, 2015 and 37.4% and 37.6% for the three and six months ended June 30, 2014, respectively . |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. SUBSEQUENT EVENTS Initial Public Offering On June 26, 2015, the common units of the Partnership began trading under the symbol “GPP” on The NASDAQ Global Market. On July 1, 2015, the Partnership closed the initial public offering of 11,500,000 common units to the public at a price of $15.00 per common unit (the “Offering”). In connection with the Offering, the Partnership issued (i) 4,389,642 common units and 15,889,642 subordinated units to Green Plains and its affiliates, representing an aggregate 62.5% limited partner interest in the Partnership; (ii) a 2% general partner interest in the Partnership and all of its incentive distribution rights to the general partner; and (iii) 11,500,000 common units to the public, representing a 35.5% limited partner interest in the Partnership. The general partner controls all of the business and affairs of the Partnership and its subsidiaries. Green Plains contributed certain assets to the Partnership, including its ethanol storage facilities, fuel terminal facilities, and transportation assets, including its leased railcar fleet. The Partnership received net proceeds of $157.9 million from the sale of 11,500,000 common units, after deducting underwriting discounts of $10.6 million, structuring fees of $0.9 million and other offering expenses of approximately $3.1 million. The Partnership used the net proceeds to make a cash distribution of $155.3 million to Green Plains, in part, as a reimbursement for certain capital expenditures incurred with respect to its assets, to pay $0.9 million in origination fees under its new revolving credit facility and retained the remaining $1.7 million of these net proceeds for general Partne rship purposes. The following descriptions relate to agreements entered into in connection with the Offering on July 1, 2015. For additional information and the agreements in their entirety, please refer to the Prospectus and the current report on Form 8-K filed with the SEC on July 6, 2015. Omnibus Agreement In connection with the Offering, the Partnership entered into an omnibus agreement with Green Plains and certain of its affiliates that addresses the following matters: · the Partnership’s obligation to reimburse Green Plains for certain direct or allocated costs and expenses incurred by Green Plains in providing general and administrative services (reimbursement is in addition to certain expenses of the general partner and its affiliates that are reimbursed under the First Amended and Restated Agreement of Limited Partnership of the Green Plains Partners LP (the “Partnership Agreement”)); · the prohibition of Green Plains, and its subsidiaries, from owning, operating or investing in any business that owns or operates ethanol or fuel terminals or ethanol or fuel transportation assets in the United States, subject to certain exceptions; · the Partnership’s right of first offer to acquire certain assets if Green Plains decides to sell them for up to five years from the consummation of the Offering; · a nontransferable, nonexclusive and royalty-free license to use the Green Plains trademark and name; · the allocation of taxes among the parent, the Partnership and the Partnership’s affiliates and the parent’s preparation and filing of tax returns; and · an indemnity by Green Plains for certain environmental and other liabilities and the Partnership’s obligation to indemnify Green Plains and its subsidiaries for events and conditions associated with the operation of Partnership assets that occur after the closing of the Offering and for environmental liabilities related to Partnership assets to the extent Green Plains is not required to indemnify the Partnership. If Green Plains or its affiliates cease to control the general partner, then either Green Plains or the Partnership may terminate the omnibus agreement; provided, however, that (i) the indemnification obligations of the parties will survive in accordance with their respective terms; and (ii) Green Plains’ obligation to reimburse the Partnership for certain operational failures will survive in accordance with its terms. Contribution, Conveyance and Assumption Agreement On July 1, 2015, in connection with the Offering, the Partnership entered into a Contribution, Conveyance and Assumption Agreement (the “Contribution Agreement”) with the general partner, Green Plains, Green Plains Operating Company LLC (“OpCo”), Green Plains Obion LLC (“Obion”) and Green Plains Trucking LLC (“Trucking”), whereby, concurrently with the closing of the Offering, the following transactions, among others, occurred: · Green Plains conveyed its 2.25% limited liability company interest in OpCo to the general partner, which the general partner then conveyed to the Partnership in exchange for a continuation of the general partner interest and all of the limited partner interests in the Partnership classified as “Incentive Distribution Rights” under the Partnership Agreement; · Green Plains conveyed its remaining 97.75% limited liability company interest in OpCo to the Partnership in exchange for 3,629,982 common units and 13,139,822 subordinated units; · Obion conveyed its 10.32% limited liability company interest in Green Plains Ethanol Storage LLC to the Partnership in exchange for 649,705 common units and 2,351,806 subordinated units; and · Trucking conveyed its 100% interest in Green Plains Trucking II LLC to the Partnership in exchange for 109,955 common units and 398,014 subordinated units. Operating Services and Secondment Agreement In connection with the Offering, the general partner entered into an operational services and secondment agreement with Green Plains pursuant to which Green Plains seconds certain employees to the general partner to provide management, maintenance and operational functions with respect to Partnership operations. These functions will include regulatory matters, health, environment, safety and security programs, operational services, emergency response, training of employees, finance and administration, human resources and business operations and planning. During their period of secondment to the general partner, the seconded personnel will be under the direct management and supervision of the general partner. The general partner will reimburse the parent for the cost of the seconded employees, including their wages and benefits. If a seconded employee does not devote 100% of his or her time to providing services to the general partner, the general partner will reimburse the parent for only a prorated portion of such employee’s overall wages and benefits, based on the percentage of the employee’s time spent working for the general partner. The parent will bill the general partner monthly in arrears for services provided during the prior month, and payment shall be due within 10 days of the general partner’s receipt of the invoice. Credit Facility In connection with the Offering, our primary operating subsidiary, OpCo, as borrower, entered into an agreement for a five -year, $100.0 million revolving credit facility (the “Revolver”) with Bank of America, N.A., as administrative agent, and certain other commercial lending institutions as lenders and letter of credit issuing banks. The Revolver, which matures July 2020, is available to fund working capital, acquisitions, distributions, capital expenditures and for other general Partnership purposes. The Revolver contains certain customary representations and warranties, affirmative covenants, negative covenants and events of default. The negative covenants include restrictions on the Company’s ability to incur additional indebtedness, acquire and sell assets, create liens, make investments, make distributions, and material amendments to the Company’s commercial agreements with Green Plains Trade. Commercial Agreements In connection with the Offering, the Partnership (1) entered into (i) a ten -year fee-based ethanol storage and throughput agreement; (ii) a six -year fee-based rail transportation services agreement; and (iii) a one -year fee-based trucking transportation agreement and (2) assumed (i) an approximately 2.5 -year fee-based terminaling agreement for the Company’s Birmingham, Alabama unit train terminal; and (ii) various other terminaling agreements for the Company’s other fuel terminal facilities, each with Green Plains Trade. The storage and throughput agreement and certain of the terminaling agreements, including the terminaling agreement for the Birmingham facility, are supported by minimum volume commitments, and the rail transportation services agreement is supported by minimum take-or-pay capacity commitments. All of the commercial agreements with Green Plains Trade include provisions that permit Green Plains Trade to suspend, reduce or terminate its obligations under the applicable commercial agreement if certain events occur. Under all of the commercial agreements, these events include a material breach of the applicable commercial agreement by the Partnership, the occurrence of certain force majeure events that would prevent the Company or Green Plains Trade from performing the respective obligations under the applicable commercial agreement and the minimum commitment, if any, not being available to Green Plains Trade for any reason not resulting from or relating to an action or inaction by Green Plains Trade. If Green Plains Trade reduces its minimum commitment under the commercial agreements, Green Plains Trade will be required to pay fees only on the revised minimum commitments. Distributions to Unitholders The Partnership intends to pay a minimum quarterly distribution of $0.40 per unit per quarter, which equates to $13.0 million per quarter, or $51.9 million per year, based on the 2% general partner interest and the number of common and subordinated units outstanding immediately after closing of the Offering. However, the Partnership does not have a legal or contractual obligation to pay this distribution. |
Basis of Presentation, Descri18
Basis of Presentation, Description of Business and Summary of Significant Accounting Policies (Policy) | 6 Months Ended |
Jun. 30, 2015 | |
Basis of Presentation, Description of Business and Summary of Significant Accounting Policies [Abstract] | |
Consolidated Financial Statements | Consolidated Financial Statements The consolidated financial statements include the accounts of the Company and its controlled subsidiaries. All significant intercompany balances and transactions have been eliminated on a consolidated basis for reporting purposes. Results for the interim periods presented are not necessarily indicative of results to be expected for the entire year. The accompanying unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles, or GAAP, for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The consolidated financial statements should be read in conjunction with the audited consolidated financial statements of BlendStar as of and for the years ended December 31, 2014 and 2013, included in the Prospectus. The unaudited financial information reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented. The adjustments are of a normal recurring nature, except as otherwise noted. |
Use of Estimates in the Preparation of Consolidated Financial Statements | Use of Estimates in the Preparation of Consolidated Financial Statements The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and other assumptions that it believes are proper and reasonable under the circumstances. The Company regularly evaluates the appropriateness of estimates and assumptions used in the preparation of its consolidated financial statements. Actual results could differ from those estimates. Key accounting policies, including but not limited to those relating to revenue recognition, depreciation of property and equipment, impairment of long-lived assets and goodwill, and accounting for income taxes, are impacted significantly by judgments, assumptions and estimates used in the preparation of the consolidated financial statements. |
Description of Business | Description of Business The Company owns and operates fuel holding tanks and terminals, and provides terminal services and logistics solutions to markets that currently do not have efficient access to renewable fuels. The Company operates fuel terminals at one owned and seven leased locations on approximately 28 acres in seven south central U.S. states with a combined total storage capacity of approximately 7.4 million gallons, or mmg, and throughput capacity of approximately 822 million gallons per year, or mmgy. In addition, through its wholly-owned subsidiary, Green Plains Trucking LLC, which, subsequent to June 30, 2015 is operated through Green Plains Trucking II LLC, the Company provides fuel transportation services. Green Plains Trucking LLC transported approximately 6.9 mmg and 14.0 mmg of ethanol during the three and six months ended June 30, 2015, respectively, and 10.1 mmg and 17.2 mmg of ethanol during the three and six months ended June 30, 2014, respectively. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when all of the following criteria are satisfied: persuasive evidence of an arrangement exists; services have been rendered; the price is fixed and determinable; and collectability is reasonably assured. The Company derives revenues from fuel terminal operations and fuel transportation services through its various subsidiaries. Revenues are recognized based on volumes transported through its terminals once these services are performed, which occurs when the product is delivered to the customer. The Company has terminal services agreements with its customers that allow its customers to deliver product to its terminals. Many of these agreements are take-or-pay agreements with expirations that vary from month-to-month to five-year terms. If a customer fails to meet an applicable minimum throughput volume for any given month, certain contracts provide the Company with the ability to charge the customer a minimum monthly charge. The Company recognizes revenue associated with minimum monthly charges when earned under the contracts. |
Concentrations of Credit Risk | Concentrations of Credit Risk In the normal course of business, the Company is exposed to credit risk resulting from the possibility that a loss may occur from the failure of another party to perform according to the terms of a contract. The Company provides terminal services and logistics solutions for various related parties and third parties with a significant portion of its revenues provided by three customers, which may result in concentrations of credit risk. The Company continually monitors this credit risk exposure. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Partnership will be required to adopt the amended guidance in ASC Topic 606, Revenue from Contracts with Customers , which replaces existing revenue recognition guidance by requiring revenue recognition to reflect the transfer of promised goods or services to customers. The updated standard permits the use of either the retrospective or cumulative effect transition method. The Financial Accounting Standards Board has approved deferral of required adoption of the amended guidance by one year, from January 1, 2017 to January 1, 2018. Early application beginning January 1, 2017 is permitted. The Partnership has not yet selected a transition method nor has it determined the effect of the updated standard on its consolidated financial statements and related disclosures. Effective January 1, 2016, the Partnership will adopt the amended guidance in ASC Topic 835-30, Interest - Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs . The amended guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The amended guidance will be applied on a retrospective basis, wherein the balance sheet of each individual period presented will be adjusted to reflect the period-specific effects of applying the new guidance. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property and Equipment [Abstract] | |
Components of Property and Equipment | The components of property and equipment are as follows (in thousands): June 30, December 31, 2015 2014 Tanks and terminal equipment $ $ Leasehold improvements Rail and rail equipment Land and buildings Other motorized equipment Computer equipment, furniture and fixtures Construction-in-progress Total property and equipment Less: accumulated depreciation Property and equipment, net $ $ |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt [Abstract] | |
Schedule of Long-Term Debt Repayments | Scheduled long ‑term debt repayments as of June 30, 2015 are as follows (in thousands): Year Ending December 31, Amount 2015 $ - 2016 - 2017 - 2018 - 2019 - Thereafter Total $ |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Asset Retirement Obligations [Abstract] | |
Schedule of Change in the Liability for the Asset Retirement Obligations | The following table summarizes the change in the liability for the asset retirement obligations (in thousands): Amount Balance, December 31, 2014 $ Additional obligations incurred - Accretion expense Balance, June 30, 2015 $ |
Members' Equity (Tables)
Members' Equity (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Members' Equity [Abstract] | |
Schedule of Components of Members' Equity | Components of members’ equity are as follows (in thousands): Member's Noncontrolling Total Members' Equity Interests Equity Balance, December 31, 2014 $ $ $ Distributions Net income Balance, June 30, 2015 $ $ $ |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies [Abstract] | |
Schedule of Aggregate Minimum Lease Payments | Aggregate minimum lease payments under these agreements for the remainder of 2015 and in future fiscal years are as follows (in thousands): Year Ending December 31, Amount 2015 $ 2016 2017 2018 2019 - Thereafter - Total $ |
Schedule of Aggregate Minimum Service Payments | Aggregate minimum service payments under these agreements for the remainder of 2015 and in future fiscal years are as follows (in thousands): Year Ending December 31, Amount 2015 $ 2016 2017 2018 - 2019 - Thereafter - Total $ |
Major Customers And Segment R24
Major Customers And Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Major Customers And Segment Reporting [Abstract] | |
Schedule of Revenue by Major Customers | Revenues from three customers, including Green Plains Trade, exceeded 10% of the Company’s total revenues for the three and six months ended June 30, 2015 and 2014, as reflected below (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Green Plains Trade Group LLC $ $ $ $ Customer A Customer B |
Basis of Presentation and Descr
Basis of Presentation and Description of Business and Summary of Significant Accounting Policies (Details) gal in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015agal | Jun. 30, 2014gal | Jun. 30, 2015apropertystategal | Jun. 30, 2014gal | |
Basis of Presentation and Significant Accounting Policies [Line Items] | ||||
Number of fuel terminals | property | 1 | |||
Area of operation (in acres) | a | 28 | 28 | ||
Number of south central U.S. states in which the Company operates fuel terminals | state | 7 | |||
Total storage capacity (in gallons) | 7.4 | |||
Throughput capacity (in gallons) | 822 | |||
Leased Location [Member] | ||||
Basis of Presentation and Significant Accounting Policies [Line Items] | ||||
Number of fuel terminals | property | 7 | |||
Green Plains Trucking LLC [Member] | ||||
Basis of Presentation and Significant Accounting Policies [Line Items] | ||||
Transported fuel (in gallons) | 6.9 | 10.1 | 14 | 17.2 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 29,812 | $ 29,018 |
Less: accumulated depreciation | (11,642) | (10,450) |
Property and equipment, net | 18,170 | 18,568 |
Tanks and Terminal Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 11,805 | 11,805 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 9,330 | 9,330 |
Rail and Rail Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 4,551 | 4,551 |
Land and Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,672 | 2,672 |
Other Motorized Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,027 | 357 |
Computer Equipment, Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 216 | 208 |
Construction-In-Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 211 | $ 95 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Goodwill [Abstract] | ||
Goodwill | $ 10,598 | $ 10,598 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||||||
Note receivable | $ 8,100,000 | $ 8,100,000 | $ 8,100,000 | |||
Capitalized interest | $ 0 | $ 0 | $ 0 | $ 0 | ||
Birmingham BioEnergy Partners LLC [Member] | Notes Receivable [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Note receivable | $ 8,100,000 | |||||
Birmingham BioEnergy Partners LLC [Member] | Notes Payable to Banks [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument amount | $ 10,000,000 | |||||
Interest rate, stated percentage | 1.00% | |||||
Principal payments (plus interest) | $ 221,000 | |||||
Debt instrument, right to call | $ 8,100,000 | |||||
Income tax credits, statutory life | 7 years | |||||
Income tax credits | $ 5,000,000 | |||||
Birmingham BioEnergy Partners LLC [Member] | Notes Payable, Other Payables [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument amount | $ 1,900,000 |
Debt (Schedule of Long-Term Deb
Debt (Schedule of Long-Term Debt Repayments) (Details) $ in Thousands | Jun. 30, 2015USD ($) |
Debt [Abstract] | |
2,015 | $ 0 |
2,016 | 0 |
2,017 | 0 |
2,018 | 0 |
2,019 | 0 |
Thereafter | 8,100 |
Total | $ 8,100 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Asset Retirement Obligations [Abstract] | |
Balance, December 31, 2014 | $ 343 |
Additional obligations incurred | 0 |
Accretion expense | 14 |
Balance, June 30, 2015 | $ 357 |
Members' Equity (Schedule of Co
Members' Equity (Schedule of Components of Members' Equity) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Balance, Beginning period | $ 35,693 | |||
Distributions | (3,480) | |||
Net income | $ 578 | $ 623 | 1,330 | $ 1,113 |
Balance, Ending period | 33,543 | 33,543 | ||
Member's Equity [Member] | ||||
Balance, Beginning period | 35,424 | |||
Distributions | (3,410) | |||
Net income | 1,272 | |||
Balance, Ending period | 33,286 | 33,286 | ||
Noncontrolling Interest [Member] | ||||
Balance, Beginning period | 269 | |||
Distributions | (70) | |||
Net income | 58 | |||
Balance, Ending period | $ 257 | $ 257 |
Commitments and Contingencies32
Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Commitments and Contingencies [Abstract] | |||||
Deferred lease liability | $ 342 | $ 342 | $ 329 | ||
Lease expenses | $ 92 | $ 94 | $ 197 | $ 189 |
Commitments and Contingencies33
Commitments and Contingencies (Schedule of Aggregate Minimum Lease Payments) (Details) $ in Thousands | Jun. 30, 2015USD ($) |
Commitments and Contingencies [Abstract] | |
2,015 | $ 302 |
2,016 | 447 |
2,017 | 455 |
2,018 | 2 |
2,019 | 0 |
Thereafter | 0 |
Total | $ 1,206 |
Commitments and Contingencies34
Commitments and Contingencies (Schedule of Aggregate Minimum Service Payments) (Details) $ in Thousands | Jun. 30, 2015USD ($) |
Commitments and Contingencies [Abstract] | |
2,015 | $ 133 |
2,016 | 365 |
2,017 | 222 |
2,018 | 0 |
2,019 | 0 |
Thereafter | 0 |
Total | $ 720 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)$ / gal | Jun. 30, 2014USD ($) | |
Related Party Transaction [Line Items] | ||||
Shared services expenses | $ 176 | $ 87 | $ 182 | $ 107 |
Member contributions (distributions) | $ (3,480) | 292 | ||
Green Plains Trade [Member] | ||||
Related Party Transaction [Line Items] | ||||
Throughput of ethanol, minimum price per gallon | $ / gal | 0.030 | |||
Throughput of ethanol, maximum price per gallon | $ / gal | 0.0355 | |||
Revenue from related parties | $ 1,300 | $ 1,200 | $ 2,600 | $ 2,000 |
Green Plains Inc. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Member contributions (distributions) | $ (3,300) |
Major Customers And Segment R36
Major Customers And Segment Reporting (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015segment | Jun. 30, 2014segment | Jun. 30, 2015segmentcustomer | Jun. 30, 2014segment | |
Revenue, Major Customer [Line Items] | ||||
Number of reportable segments | segment | 1 | 1 | 1 | 1 |
Revenue From Third-party Customers Exceeded 10% of Company's Total Revenue [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Number of customers | 3 |
Major Customers And Segment R37
Major Customers And Segment Reporting (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenue, Major Customer [Line Items] | ||||
Revenues | $ 3,445 | $ 3,278 | $ 6,841 | $ 6,154 |
Green Plains Trade Group LLC [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Revenues | 1,338 | 1,205 | 2,649 | 2,012 |
Customer A [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Revenues | 1,015 | 597 | 1,882 | 1,403 |
Customer B [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Revenues | $ 602 | $ 787 | $ 1,185 | $ 1,507 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Income Taxes [Abstract] | |||||
Distribution to Limited Partner | $ 80 | ||||
Contribution from Limited Partner | $ 292 | ||||
Income tax expense (benefit) | $ 343 | $ 372 | 789 | $ 672 | |
Income taxes payable | $ 700 | $ 700 | $ 800 | ||
Effective tax rate | 37.20% | 37.40% | 37.20% | 37.60% |
Subsequent Events (Details)
Subsequent Events (Details) - Jul. 01, 2015 - Subsequent Event [Member] - IPO [Member] - USD ($) $ / shares in Units, $ in Millions | Total |
Net proceeds received as part of the transaction | $ 157.9 |
Underwriting discounts | 10.6 |
Structuring fees | 0.9 |
Offering expenses | 3.1 |
Origination fees | $ 0.9 |
Right of first offer to acquire assets, maximum term | 5 years |
Ethanol storage and throughput agreement | 10 years |
Rail transportation services agreement | 6 years |
Trucking transportation agreement | 1 year |
Terminaling agreement | 2 years 6 months |
Scenario, Plan [Member] | |
Distribution per unit | $ 0.40 |
Distribution per quarter | $ 13 |
Distribution per year | $ 51.9 |
Bank Of America, N.A. [Member] | Revolving Credit Facility [Member] | |
Debt instrument, term | 5 years |
Line of credit, maximum borrowing capacity | $ 100 |
Limited Partner [Member] | |
Ownership interest, percentage | 62.50% |
Reimbursement from Limited Partnership Investment | $ 155.3 |
General Partner [Member] | |
Ownership interest, percentage | 2.00% |
Common Units [Member] | |
Number of units issued in transaction | 11,500,000 |
Price per share | $ 15 |
Common Units [Member] | Limited Partner [Member] | |
Units issued | 4,389,642 |
Subordinated Units [Member] | Limited Partner [Member] | |
Units issued | 15,889,642 |
Partnership [Member] | |
Net proceeds received as part of the transaction | $ 1.7 |
Partnership [Member] | Green Plains Operating Company LLC (“OpCo”) [Member] | |
Limited liability company interest | 97.75% |
Partnership [Member] | Green Plains Ethanol Storage LLC [Member] | |
Limited liability company interest | 10.32% |
Partnership [Member] | Green Plains Trucking II LLC [Member] | |
Limited liability company interest | 100.00% |
Partnership [Member] | Limited Partner [Member] | |
Ownership interest, percentage | 35.50% |
Partnership [Member] | Common Units [Member] | Green Plains Operating Company LLC (“OpCo”) [Member] | |
Units issued | 3,629,982 |
Partnership [Member] | Common Units [Member] | Green Plains Ethanol Storage LLC [Member] | |
Units issued | 649,705 |
Partnership [Member] | Common Units [Member] | Green Plains Trucking II LLC [Member] | |
Units issued | 109,955 |
Partnership [Member] | Subordinated Units [Member] | Green Plains Operating Company LLC (“OpCo”) [Member] | |
Units issued | 13,139,822 |
Partnership [Member] | Subordinated Units [Member] | Green Plains Ethanol Storage LLC [Member] | |
Units issued | 2,351,806 |
Partnership [Member] | Subordinated Units [Member] | Green Plains Trucking II LLC [Member] | |
Units issued | 398,014 |
Green Plains Inc. [Member] | General Partner [Member] | Green Plains Operating Company LLC (“OpCo”) [Member] | |
Limited liability company interest | 2.25% |