Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 01, 2017 | |
Document type | 10-Q | |
Amendment flag | false | |
Document period end date | Mar. 31, 2017 | |
Document fiscal period focus | Q1 | |
Document fiscal year focus | 2,017 | |
Entity registrant name | Green Plains Partners LP | |
Entity central index key | 1,635,650 | |
Current fiscal year end date | --12-31 | |
Entity filer category | Accelerated Filer | |
Trading symbol | gpp | |
Common Units [Member] | ||
Entity common stock, shares outstanding | 15,910,658 | |
Subordinated Units - Green Plains [Member] | ||
Entity common stock, shares outstanding | 15,889,642 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 893 | $ 622 |
Accounts receivable | 958 | 1,513 |
Accounts receivable from affiliates | 19,154 | 18,777 |
Amortizable lease costs | 243 | 243 |
Prepaid expenses and other | 1,597 | 1,120 |
Total current assets | 22,845 | 22,275 |
Property and equipment, net of accumulated depreciation of $25,129 and $23,878, respectively | 50,156 | 51,022 |
Goodwill | 10,598 | 10,598 |
Note receivable | 8,100 | 8,100 |
Other assets | 1,604 | 1,781 |
Total assets | 93,303 | 93,776 |
Current liabilities | ||
Accounts payable | 8,333 | 4,280 |
Accounts payable to affiliates | 2,745 | 1,921 |
Accrued and other liabilities | 5,737 | 10,201 |
Asset retirement obligations | 796 | 199 |
Unearned revenue | 983 | 702 |
Total current liabilities | 18,594 | 17,303 |
Long-term debt | 134,439 | 136,927 |
Deferred lease liability | 754 | 739 |
Asset retirement obligations | 2,560 | 2,877 |
Other liabilities | 39 | 96 |
Total liabilities | 156,386 | 157,942 |
Commitments and contingencies (Note 8) | ||
Partners' capital | ||
Total partners' capital | (63,083) | (64,166) |
Total liabilities and partners' capital | 93,303 | 93,776 |
General Partner [Member] | ||
Partners' capital | ||
Total partners' capital | (718) | (739) |
Common Units - Public [Member] | Limited Partners [Member] | ||
Partners' capital | ||
Total partners' capital | 115,561 | 115,139 |
Common Units - Green Plains [Member] | Limited Partners [Member] | ||
Partners' capital | ||
Total partners' capital | (38,515) | (38,653) |
Subordinated Units - Green Plains [Member] | Limited Partners [Member] | ||
Partners' capital | ||
Total partners' capital | $ (139,411) | $ (139,913) |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Property and equipment, accumulated depreciation | $ 25,129 | $ 23,878 |
Common Units - Public [Member] | Limited Partners [Member] | ||
Units issued | 11,521,016 | 11,521,016 |
Units outstanding | 11,521,016 | 11,521,016 |
Common Units - Green Plains [Member] | Limited Partners [Member] | ||
Units issued | 4,389,642 | 4,389,642 |
Units outstanding | 4,389,642 | 4,389,642 |
Subordinated Units - Green Plains [Member] | Limited Partners [Member] | ||
Units issued | 15,889,642 | 15,889,642 |
Units outstanding | 15,889,642 | 15,889,642 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues | ||
Affiliate | $ 25,757 | $ 21,768 |
Non-affiliate | 1,472 | 2,021 |
Total revenues | 27,229 | 23,789 |
Operating expenses | ||
Operations and maintenance | 8,531 | 8,645 |
Selling, general and administrative | 1,212 | 1,209 |
Depreciation and amortization | 1,254 | 1,217 |
Total operating expenses | 10,997 | 11,071 |
Operating income | 16,232 | 12,718 |
Other income (expense) | ||
Interest income | 20 | 21 |
Interest expense | (1,228) | (384) |
Total other expense | (1,208) | (363) |
Income before income taxes | 15,024 | 12,355 |
Income tax expense | 47 | 173 |
Net income | 14,977 | 12,182 |
Net income attributable to the partnership | 14,977 | 12,182 |
General Partner [Member] | ||
Other income (expense) | ||
Net income attributable to the partnership | 300 | 244 |
Limited Partners [Member] | Common Units [Member] | ||
Other income (expense) | ||
Net income attributable to the partnership | $ 7,343 | $ 5,971 |
Earnings per limited partner unit (basic and diluted): | ||
Earnings per limited partner unit (basic and diluted) | $ 0.46 | $ 0.38 |
Weighted average limited partner units outstanding (basic and diluted): | ||
Weighted average limited partner units outstanding (basic and diluted) | 15,910 | 15,899 |
Limited Partners [Member] | Subordinated Units - Green Plains [Member] | ||
Other income (expense) | ||
Net income attributable to the partnership | $ 7,334 | $ 5,967 |
Earnings per limited partner unit (basic and diluted): | ||
Earnings per limited partner unit (basic and diluted) | $ 0.46 | $ 0.38 |
Weighted average limited partner units outstanding (basic and diluted): | ||
Weighted average limited partner units outstanding (basic and diluted) | 15,890 | 15,890 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities | ||
Net income | $ 14,977 | $ 12,182 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 1,254 | 1,217 |
Accretion | 61 | 62 |
Amortization of debt issuance costs | 121 | 56 |
Increase in deferred lease liability | 15 | 264 |
Deferred income taxes | 1 | |
Unit-based compensation | 59 | (15) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 555 | (339) |
Accounts receivable from affiliates | (377) | 2,889 |
Prepaid expenses and other assets | (457) | 220 |
Accounts payable and accrued liabilities | (316) | (1,884) |
Accounts payable to affiliates | 824 | (861) |
Other | 8 | (93) |
Net cash provided by operating activities | 16,724 | 13,699 |
Cash flows from investing activities | ||
Purchases of property and equipment | (87) | |
Acquisition of assets from sponsor | (62,312) | |
Net cash used by investing activities | (62,399) | |
Cash flows from financing activities | ||
Payments of distributions | (13,953) | (13,057) |
Proceeds from revolving credit facility | 14,200 | 56,000 |
Payments on revolving credit facility | (16,700) | (5,000) |
Member contributions, net | (2) | |
Net cash provided (used) by financing activities | (16,453) | 37,941 |
Net change in cash and cash equivalents | 271 | (10,759) |
Cash and cash equivalents, beginning of period | 622 | 16,385 |
Cash and cash equivalents, end of period | 893 | 5,626 |
Supplemental disclosures of cash flow | ||
Cash paid for income taxes | 95 | 176 |
Cash paid for interest | 1,120 | 282 |
Capital expenditures in accounts payable | $ 186 | $ 129 |
Basis of Presentation, Descript
Basis of Presentation, Description of Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
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 Organization References to “the partnership” in the consolidated financial statements and notes to the consolidated financial statements refer to Green Plains Pa rtners LP and its subsidiaries. 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,” “the sponsor” 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 partnership and its controlled subsidiaries. All significant intercompany balances and transactions are eliminated on a consolidated basis for reporting purposes. Results for the interim periods presented are not necessarily indicative of the expected results for the entire year. The accompanying unaudited consolidated financial statements are prepared in accordance with GAAP for interim financial information and instructions to Form 10-Q and Article 10 of Regulation S-X. Because they do not include all of the information and footnotes required by GAAP, the consolidated financial statements should be read in conjunction with the partnership’s 2016 annual report. In accordance with GAAP, when transferring assets between entities under common control, the entity receiving the net assets initially recognizes the carrying amounts of the assets and liabilities at the date of transfer and the prior period financial statements of the transferee are recast for all periods the transferred operations were part of the parent’s consolidated financial statements. On July 1, 2015, in addition to the interests of BlendStar, the partnership received the ethanol storage and railcar assets in a transfer between entities under common control. The transferred assets and liabilities are recognized at our parent’s historical cost and reflected retroactively in the consolidated financial statements presented in this report. Effective January 1, 2016, the partnership acquired the ethanol storage and leased railcar assets of the Hereford, Texas and Hopewell, Virginia production facilities for $62.3 million from its sponsor in a transfer between entities under common control. The assets were recognized at historical cost and reflected retroactively along with related expenses for periods prior to the effective date of the acquisition, subsequent to the initial dates the assets were acquired by the sponsor, or October 23, 2015, and November 12, 2015, for Hopewell and Hereford, respectively. There were no revenues related to these assets for periods before January 1, 2016, when amendments to the commercial agreements related to the dropdown became effective. On September 23, 2016, the partnership acquired the ethanol storage assets located in Madison, Illinois; Mount Vernon, Indiana and York, Nebraska for $90 million related to the three ethanol plants, which occurred concurrently with the acquisition of these facilities by Green Plains from subsidiaries of Abengoa S.A. The transaction was accounted for as a transfer between entities under common control and the assets were recognized at the preliminary value recorded in Green Plains’ purchase accounting. No retroactive adjustments were required. Reclassifications 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 normal and recurring in nature, unless otherwise noted. Use of Estimates in the Preparation of Consolidated Financial Statements Preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the reporting period. The partnership bases its estimates on historical experience and assumptions it believes are proper and reasonable under the circumstances. The partnership regularly evaluates the appropriateness of these estimates and assumptions. Actual results could differ from those estimates. Key accounting policies, including, but not limited to, those related to depreciation of property and equipment, asset retirement obligations, and impairment of long-lived assets and goodwill are impacted significantly by judgments, assumptions and estimates used to prepare the consolidated financial statements. Description of Business The partnership provides fuel storage and transportation services by owning, operating, developing and acquiring ethanol and fuel storage tanks, terminals, transportation assets and other related assets and businesses. The partnership is its parent’s primary downstream logistics provider to support the parent’s approximately 1.5 bgy ethanol marketing and distribution business. The partnership’s assets are the principal method of storing and delivering the ethanol the parent produces. The ethanol produced by the parent is fuel grade, made principally from starch extracted from corn, and is primarily used for blending with gasoline. Ethanol currently comprises approximately 10% of the U.S. gasoline market and is an economical source of octane and oxygenates for blending into the fuel supply. The partnership does not take ownership of, or receive any payments based on the value of the ethanol or other fuels it handles; as a result, the partnership does not have any direct exposure to fluctuations in commodity prices. Revenue Recognition The partnership recognizes revenues when all of the following criteria are satisfied: persuasive evidence an arrangement exists; services have been rendered; the price is fixed and determinable; and collectability is reasonably assured. The partnership derives revenues when product is delivered to the customer from its ethanol storage tanks and fuel terminals, and transportation services are performed. The partnership generates a substantial portion of its revenues under fee-based commercial agreements with Green Plains Trade. The partnership’s storage and throughput agreement and certain terminal services agreements with Green Plains Trade are supported by minimum volume commitments. The partnership’s rail transportation services agreement is supported by minimum take-or-pay capacity commitments. Green Plains Trade is required to pay the partnership fees for these minimum commitments regardless of the actual volume, throughput or capacity used for storage or transport. If Green Plains Trade fails to meet its minimum volume commitment during any quarter, Green Plains Trade will pay the partnership a deficiency payment equal to the deficient volume multiplied by the applicable fee. The deficiency payment may be applied as a credit toward volumes throughput by Green Plains Trade in excess of the minimum volume commitment during the next four quarters, after which time any unused credits will expire. The partnership records a liability for deferred revenue in the amount of the credit that may be used in future periods and for charges to customers before the product is delivered. The partnership recognizes revenue and relieves the liability when credits are utilized or expire and when risk of loss is transferred with product delivery to the customer. As a result, a portion of the partnership’s revenues may be associated with cash collected during an earlier period that did not generate cash during the current period. Operations and Maintenance Expenses The partnership’s operations and maintenance expenses consist primarily of lease expenses related to the transportation assets, labor expenses, outside contractor expenses, insurance premiums, repairs and maintenance expenses and utility costs. These expenses also include fees for certain management, maintenance and operational services to support the facilities, trucks and leased railcar fleet allocated by Green Plains under the operational services and secondment agreement. Concentrations of Credit Risk In the normal course of business, the partnership is exposed to credit risk resulting from the possibility a loss may occur due to failure of another party to perform according to the terms of their contract. The partnership provides fuel storage and transportation services for various parties with a significant portion of its revenues earned from Green Plains Trade. The partnership continually monitors its credit risk exposure and concentrations. Segment Reporting The partnership accounts for segment reporting in accordance with ASC 280, Segment Reporting , which establishes standards for entities reporting information about the operating segments and geographic areas in which they operate. Management evaluated how its chief operating decision maker has organized the partnership for purposes of making operating decisions and assessing performance, and concluded it has one reportable segment. Asset Retirement Obligations The partnership records an ARO for the fair value of the estimated costs to retire a tangible long-lived asset in the period in which it is incurred if it can be reasonably estimated, which is subsequently adjusted for accretion expense. The corresponding asset retirement costs are capitalized as a long-lived asset and depreciated on a straight-line basis over the asset’s remaining useful life. The expected present value technique used to calculate the fair value of the AROs includes assumptions about costs, settlement dates, interest accretion and inflation. Changes in assumptions, including the amount or timing of estimated cash flows, could result in increases or decreases to the AROs. The partnership’s AROs are based on legal obligations to perform remedial activity when certain machinery and equipment are disposed and operating leases expire. Income Taxes The partnership is a limited partnership, which is not subject to federal income taxes. The partnership owns a subsidiary, however, that is taxed as a corporation for federal and state income tax purposes. In addition, the partnership is subject to state income taxes in certain states. As a result, the financial statements reflect a provision or benefit for such income taxes. The general partner and the unitholders are responsible for paying federal and state income taxes on their share of the partnership’s taxable income. The partnership recognizes uncertainties in income taxes within the financial statements under a process by which the likelihood of a tax position is gauged based upon the technical merits of the position. Then, a subsequent measurement uses the maximum benefit and degree of likelihood to determine the amount of benefit recognized in the financial statements. Recent Accounting Pronouncements Effective January 1, 2017, the partnership adopted the amended guidance in ASC Topic 718, Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting , which requires all income tax effects of awards to be recognized in the income statement when the awards vest or settle. The amended guidance also allows an employer to repurchase more of an employee’s shares than it can currently for tax withholding purposes without triggering liability accounting and make a policy election to account for forfeitures as they occur. The amended guidance requiring recognition of excess tax benefits and tax deficiencies in the income statement was applied prospectively. The amended guidance related to the timing of when excess tax benefits are recognized and the amended guidance related to the presentation of employee taxes paid on the statement of cash flows did not have an impact on the consolidated financial statements. The partnership has elected to account for forfeitures as they occur. This change did not have an impact on the financial statements. Effective January 1, 2018, the partnership will adopt the amended guidance in ASC Topic 606, Revenue from Contracts with Customers , which requires revenue recognition to reflect the transfer of promised goods or services to customers. The updated standard permits either the retrospective or cumulative effect transition method. Early application beginning January 1, 2017, is permitted. The partnership does not expect the adoption of this guidance to have a material impact on its consolidated financial statements and related disclosures. Effective January 1, 2019, the partnership will adopt the amended guidance in ASC Topic 842, Leases , which aims to make leasing activities more transparent and comparable and requires substantially all leases to be recognized by lessees on their balance sheet as a right-of-use asset and corresponding lease liability, including leases currently accounted for as operating leases. Early application is permitted. The partnership is currently evaluating the impact adoption of the amended guidance will have on the consolidated financial statements and related disclosures. Effective January 1, 2020, the company will adopt the amended guidance in ASC Topic 350, Intangibles – Goodwill and Other: Simplifying the Test for Goodwill Impairment , which simplifies the measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The annual goodwill impairment test will be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit. The amended guidance will be applied prospectively. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2017 | |
Acquisitions [Abstract] | |
Acquisitions | 2 . ACQUISITION S Abengoa Acquisition Effective September 23, 2016, the partnership acquired the ethanol storage assets located in Madison, Illinois ; Mount Vernon, Indiana, and York, Nebraska, for $ 90.0 million , which occurred concurrently with the acquisition of three ethanol plants by Green Plains from subsidiaries of Abengoa S.A. The partnership used its amended revolving credit facility to fund the purchase . This transaction was accounted for as a transfer between entities under common control and approved by the conflicts committee ; therefore, the net assets were transferred at the preliminary value recorded in Green Plains’ purchase accountin g of $12.5 million. The following is a summary of assets acquired and liabilities assumed (in thousands): Purchase price, September 23, 2016 $ 90,000 Identifiable assets acquired: Property and equipment, net 12,510 Partners' capital effect, September 23, 2016 $ 77,490 In conjunction with the acquisition , the partnership and Green Plains amended the 1) omnibus agreement, 2) operational services agreement, and 3) ethanol storage and thro ughput agreement. Please refer to Note 10 – Related Party Transactions to the consolidated financial statements for additional information. Hereford and Hopewell Acquisition Effective January 1, 2016, the partnership acquired the ethanol storage and leased railcar assets located in Hereford , Texas and Hopewell , Virginia from Green Plains for $62.3 million. The transaction was financed through the use of the revolving credit facility and cash on hand. This transaction was considered a transfer between entities under common control and approved by the conflicts committee; therefore, th e net assets were transferred at their historical cost of $6.3 million as of the original date of acquisition by the sponsor in the fourth quarter of 2015. The following is a summary of assets acquired and liabilities assumed (in thousands): Purchase price, January 1, 2016 $ 62,312 Identifiable assets acquired and liabilities assumed: Property and equipment, net 6,447 Asset retirement obligations (148) Total identifiable net assets 6,299 Partners' capital effect, January 1, 2016 $ 56,013 At the time of acquisition, the Hopewell facility was not operational; however, upon completion of certain maintenance and enhancement projects, operations began at the plant in early February 2016. In conjunction with the transfer of assets under common control, the partnership amended the 1) omnibus agreement, 2) operational services agreement, and 3) ethanol s torage and throughput agreement ; the rail transportation services agreement was also adjusted. Please refer to Note 10 – Related Party Transactions to the consolidated financial statements for additional information . |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt [Abstract] | |
Debt | 3 . DEBT Revolving Credit Facility Green Plains Operating Company has a $155.0 million revolving credit facility, which matures on July 1, 2020, to fund working capital, acquisitions, distributions, capital expenditures and other general partnership purposes. Advances under the credit facility , as amended, are subject to a floating interest rate based on the preceding fiscal quarter’s consolidated leverage ratio at a base rate plus 1.25% to 2.00% per year or LIBOR plus 2.25% to 3.00% . The credit facility may be increased by up to $100.0 million without the consent of the lenders. The unused portion of the credit facility is also subject to a commitment fee of 0.35% to 0.50% , depending on the preceding fiscal quarter’s consolidated net leverage ratio. The revolving credit facility is available for revolving loans, including sublimits of $30.0 million for swing line loans and $30.0 million for letters of credit. The partnership, each of its existing subsidiaries and future domestic subsidiaries guarantee the revolving credit facility. As of March 31, 2017 , the revolving credit facility had an average interest rate of 3.49% . The partnership’s obligations under the credit facility are secured by a first priority lien on (i) the capital stock of the partnership’s present and future subsidiaries, (ii) all of the partnership’s present and future personal property, such as investment property, general intangibles and contract rights, including rights under any agreements with Green Plains Trade, and (iii) all proceeds and products of the equity interests of the partnership’s present and future subsidiaries and its personal property. The terms impose affirmative and negative covenants, including restrictions on the partnership’s ability to incur additional debt, acquire and sell assets, create liens, invest capital, pay distributions and materially amend the partnership’s commercial agreements with Green Plains Trade. The credit facility also requires the partnership to maintain a maximum consolidated net leverage ratio of no more than 3.50 x and a minimum consolidated interest coverage ratio of no less than 2.75 x, each of which is calculated on a pro forma basis with respect to acquisitions and divestitures occurring during the applicable period. The consolidated leverage ratio is calculated by dividing total funded indebtedness minus the lesser of cash in excess of $5.0 million or $30.0 million by the sum of the four preceding fiscal quarters’ consolidated EBITDA. The consolidated interest coverage ratio is calculated by dividing the sum of the four preceding fiscal quarters’ consolidated EBITDA by the sum of the four preceding fiscal quarters’ interest charges. The partnership h ad $126.5 million and $129.0 million of bor rowings outstanding under the revolving credit facility as of March 31, 2017 , and December 31, 2016 , respectively . Effective January 1, 2016, the partnership adopted ASC 835-30, Interest - Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs . As of March 31, 2017 , and December 31, 2016 , there were $161 thousand and $173 thousand , respectively, of debt issuance costs recorded as a direct reduction of the carrying value of the partnership’s long-term debt. Scheduled long ‑term debt repayments as of March 31, 2017 , are as follows (in thousands): Year Ending December 31, Amount 2017 $ - 2018 - 2019 - 2020 126,832 2021 668 Thereafter 7,100 Total $ 134,600 Covenant Compliance The partnership, including all of its subsidia ries, was in compliance with its debt covenants as of March 31, 2017 . Capitalized Interest The partnership’s policy is to capitalize interest costs incurred on debt during the construction of major projects. The partner ship had no capitalized interest for the three months ended March 31, 2017 and 2016 . |
Unit-Based Compensation
Unit-Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Unit-Based Compensation [Abstract] | |
Unit-Based Compensation | 4 . UNIT-BASED COMPENSATION The board of directors of the general partner adopted the LTIP upon completion of the IPO. The LTIP is intended to promote the interests of the partnership, its general partner and affiliates by providing unit-based incentive compensation awards to employees, consultants and directors to encourage superior performance. The LTIP reserves 2,500,000 common units for issuance in the form of options, restricted units, phantom units, distribution equivalent rights, substitute awards, unit appreciation rights, unit awards, profits interest units or other unit-based awards. The partnership measures unit-based compensation grants at fair value on the grant date and records noncash compensation expense related to the awards over the requisite service period. There was no change in the number of non-vested u nit-based awards during the three months ended March 31, 2017 . Compensation costs related to the unit-based awards of $59 thousand were recognized during the three months ended March 31, 2017 . A net benefit of $15 thousand was recognized during the three months ended March 31, 2016, as a reduction to compensation expense due a forfeiture during the period . At March 31, 2017 , there was approximately $60 thousand of unrecognized com pensation costs from unit-based awards . |
Partners' Capital
Partners' Capital | 3 Months Ended |
Mar. 31, 2017 | |
Partners' Capital [Abstract] | |
Partners' Capital | 5 . PARTNERS’ CAPITAL Components of partners’ capital are as follows (in thousands): Partners' Capital Limited Partners Common Units- Public Common Units- Green Plains Subordinated Units- Green Plains General Partner Total Balance, December 31, 2016 $ 115,139 $ (38,653) $ (139,913) $ (739) $ (64,166) Quarterly cash distributions to unitholders (4,954) (1,888) (6,832) (279) (13,953) Net income 5,317 2,026 7,334 300 14,977 Unit-based compensation, including general partner net contributions 59 - - - 59 Balance, March 31, 2017 $ 115,561 $ (38,515) $ (139,411) $ (718) $ (63,083) There was no change in the number of common and subordinated limited partner units outstanding during the three months ended March 31, 2017 . The partnership’s subordinated units are not entitled to distributions until the common units have received the minimum quarterly distribution for that quarter plus any arrearages of the minimum quarterly distribution from prior quarters. Subordinated units do not accrue arrearages. The partnership agreement authorizes the partnership to issue unlimited additional partnership interests on the terms and conditions determined by the general partner without unitholder approval. Quarterly distributions are made within 45 days after the end of each calendar quarter, assuming the partnership has sufficient available cash. Available cash generally means, all cash and cash equivalents on hand at the end of that quarter less cash reserves established by the general partner plus all or any portion of the cash on hand resulting from working capital borrowings made subsequent to the end of that quarter. On February 14 , 201 7 , the partnership distributed $14.0 million to unitholders of record as of February 3 , 201 7 , related to the quarterly cash distribution of $0.43 per unit that was declared on January 2 3 , 201 7 , for the quarter ended December 31, 201 6 . On April 20, 2017, the board of directors of the general partner declared a quarterl y cash distribution of $0.44 per unit, or approximately $14.3 million in total, for the quarter ended March 31, 2017. The distribution will be paid on May 15, 2017, to unitholders of record as of May 5, 2017. The allocation of total cash distributions to the general and limited partners applicable to the period the distributions were earned for the three months ended March 31, 2017 and 2016 , are as follows (in thousands): Three Months Ended March 31, 2017 2016 General partner distribution $ 286 $ 263 Limited partners' distributions: Limited partner common units - public 5,069 4,660 Limited partner common units - Green Plains 1,931 1,778 Limited partner subordinated units - Green Plains 6,992 6,435 Total limited partners' distributions 13,992 12,873 Total cash distributions $ 14,278 $ 13,136 |
Earnings Per Unit
Earnings Per Unit | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Unit [Abstract] | |
Earnings Per Unit | 6 . EARNINGS PER UNIT The partnership computes earnings per unit using the two-class method. Earnings per unit applicable to common and subordinated units is calculated by dividing the respective limited partners’ interest in net income by the weighted average number of common and subordinated units outstanding during the period, adjusted for the dilutive effect of any outstanding dilutive securities. Diluted earnings per limited partner unit is the same as basic earnings per limited partner unit as there were no potentially dilutive common or subordinated units outstanding as of March 31, 2017 . The following tables show the calculation of earnings per limited partner unit – basic and diluted (in thousands, except for per unit data): Three Months Ended March 31, 2017 Limited Partner Common Units Limited Partner Subordinated Units General Partner Total Net income: Distributions declared $ 7,000 $ 6,992 $ 286 $ 14,278 Earnings in excess of distributions 343 342 14 699 Total net income $ 7,343 $ 7,334 $ 300 $ 14,977 Weighted-average units outstanding - basic and diluted 15,910 15,890 Earnings per limited partner unit - basic and diluted $ 0.46 $ 0.46 Three Months Ended March 31, 2016 Limited Partner Common Units Limited Partner Subordinated Units General Partner Total Net income: Distributions declared $ 6,438 $ 6,435 $ 263 $ 13,136 Earnings less than distributions (467) (468) (19) (954) Total net income $ 5,971 $ 5,967 $ 244 $ 12,182 Weighted-average units outstanding - basic and diluted 15,899 15,890 Earnings per limited partner unit - basic and diluted $ 0.38 $ 0.38 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Taxes [Abstract] | |
Income Taxes | 7 . INCOME TAXES The partne rship is a limited partnership, which is not subject to federal income taxes. The partnership owns a subsidiary , however, that is taxed as a corporation for federal and state income tax purposes. In addition, the partnership is subject to state income taxes in certain states. As a result, the financial statements reflect a provision or benefit for such income taxes. The general partner and the unitholders are responsible for paying federal and state income taxes on their share of the partnership’s taxable income. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 8 . COMMITMENTS AND CONTINGENCIES Operating Leases The partnership leases certain facilities, parcels of land and railcars under agreements that expire on various dates. For accounting purposes, rent expense is based on a straight-line amortization of the total payments required over the term of the lease, which resulted in a deferred lease liability of $ 754 thousand a nd $ 739 thousand as of March 31, 2017 and December 31, 2016 , respectively. The partnership incurred lease expense s of $5.8 million and $6.5 million during the three months ended March 31, 2017 and 2016 , respectively. Aggregate minimum lease payments under these agreements for the remainder of 2017 and in future years are as follows (in thousands): Year Ending December 31, Amount 2017 $ 17,414 2018 16,383 2019 11,479 2020 9,451 2021 3,889 Thereafter 2,634 Total $ 61,250 In connection with the IPO, the partnership and Green Plains Trade entered into a ten -year storage and throughput agreement, under which Green Plains Trade was obligated to throughput a minimum of 212.5 mmg of product per calendar quarter at the partnership’s storage facilities and pay $0.05 per gallon on all volume it throughputs. Effective January 1, 2016, and September 23, 2016, the storage and throughput agreement was amended in connection with the acquisition of additional ethanol storage and transportation assets. In accordance with the amended agreement, Green Plains Trade is now obligated to throughput a minimum of 296.6 mmg per calendar q uarter. Minimum revenues under this agreement for the remainder of 2017 and in future years are as follows (in thousands): Year Ending December 31, Amount 2017 $ 44,490 2018 59,320 2019 59,320 2020 59,320 2021 59,320 Thereafter 207,620 Total $ 489,390 Service Agreements The partnership entered into agreements for contracted services with certain vendors that require the partnership to pay minimum monthly amounts, which expire on various da tes. The partnership exceeded all minimum commitments under these agreements during the three months ended March 31, 2017 and 2016 . Aggregate minimum payments und er these agreements for the remainder of 2017 and in future years are as follows (in thousands): Year Ending December 31, Amount 2017 $ 970 2018 1,154 2019 1,154 2020 156 2021 156 Thereafter 156 Total $ 3,746 Legal The partnership may be involved in litigation that arises during the ordinary course of business. The partnership is not currently party to any material litigation. |
Major Customers
Major Customers | 3 Months Ended |
Mar. 31, 2017 | |
Major Customers [Abstract] | |
Major Customers | 9 . MAJOR CUSTOMERS Revenue from Green Plains Trade Group was $25.8 million and $21.8 million for the three months ended March 31, 2017 and 2016, respectively, and exceeded 10% of the partnership's total revenue. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10 . RELATED PARTY TRANSACTIONS In addition to related party purchases disclosed in Note 2 – Acquisitions to the consolidated financial statements, the partnership engages in various related party transactions with Green Plains and subsidiaries of Green Plains. Green Plains provides a variety of shared services to the partnership, 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 common financial metrics management believes are reasonable. The partnership recorded expenses related to these shared services of approximately $1.0 million and $0.9 million for the three months ended March 31, 2017 and 2016, respectively . In addition, the partnership reimbur ses Green Plains for wages and benefit s of employees directly performing services on its behalf. Green Plains may also pay certain direct costs on behalf of the partnership, which are reimbursed by the partnership. The partnership believes the consolidated financial statements reflect all material costs of doing business related to these operations, including expenses incurred by other entities on its behalf. Omnibus Agreement The partnership has entered into an omnibus agreement , as amended, with Green Plains and its affiliates which , among other terms and conditions, addresses the partnership’s obligation to reimburse Green Plains for direct or allocated costs and expenses incurred by Green Plains for general and administrative services ; the prohibition of Green Plains and its subsidiaries from owning, operating or investing in any business that owns or operates fuel terminals or fuel transportation a ssets; the partnership’s right of first offer to acquire assets if Green Plains decides to sell them; a nontransferable, nonexclusive, royalty-free license to use the Green Plains trademark and name; the allocation of taxes among the parent, partnership and its affiliates and the parent’s preparation and filing of tax returns; and an indemnity by Green Plains for environmental and other liabilities. 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 that (i) the indemnification obligations of the parties survive according to their respective terms; and (ii) Green Plains’ obligation to reimburse the partnership for operational failures survives according to its terms. Operating Services and Secondment Agreement The general partner has entered into an operational services and secondment agreement , as amended, with Green Plains. Under the terms of the agreement, Green Plains seconds employees to the general partner to provide management, maintenance and operational functions for the partnership, including regulatory matters, health, environment, safety and security programs, operational services, emergency response, employees training, finance and administration, human resources, business operations and planning. The seconded personnel are under the direct management and supervision of the general partner who reimburses the parent for the cost of the seconded employees, including wages and benefits. If a seconded employee does not devote 100% of his or her time providing services to the general partner, the general partner reimburses the parent for a prorated portion of the employee’s overall wages and benefits based on the percentage of time the employee spent working for the general partner. Under the operational services and secondment agreement, Green Plains will indemnify the partnership from any claims, losses or liabilities incurred by the partnership, including third-party claims, arising from their performance of the operational services secondment agreement; provided, however, Green Plains will not be obligated to indemnify the partnership for any claims, losses or liabilities arising out of the partnership’s gross negligence, willful misconduct or bad faith with respect to any services provided under the operational services and secondment agreement. Commercial Agreements The partnership has various fee-based commercial agreements with Green Plains Trade , including : · 10 -year storage and throughput agreement , expiring on June 30, 2025; · 10 -year rail transp ortation services agreement, expiring on June 30, 2025; · 1 -year tr ucking transportation agreement; · T erminal services agreement for the Birmingham, Alabama unit train terminal , expiring December 31, 2019 ; and · V arious other terminal services agreements for other fuel terminal facilities, each with Green Plains Trade. The storage and throughput agreement and terminal services agreements are supported by minimum volume commitments. The rail transportation services agreement is supported by minimum take-or-pay capacity commitments. Under the storage and throughput agreement, as amended, Green Plains Trade is obligated to throughput a minimum of 296.6 mmg of product per calendar quarter at the partnership’s storage facilities and pay $0.05 per gallon on all volume it throughputs. If Green Plains Trade fails to meet its minimum volume commitment during any quarter, Green Plains Trade will pay the partnership a deficiency payment equal to the deficient volume multiplied by the applicable fee. The deficiency payment may be applied as a credit toward volumes throughput by Green Plains Trade in excess of the minimum volume commitment during the next four quarters, after which time any unused credits will expire. Green Pl ains Trade has met its minimum volume commitments for e ach of the quarters since inception of the storage and throughput agreement. Under the rail transportation services agreement, Green Plains Trade is obligated to use the partnership to transport ethanol and other fuels from receipt points identified by Green Plains Trade to nominated delivery points. During the three months ended March 31, 2017 , the average monthly fee was approximately $0.0282 per gallon , for the railcar volumetric capacity provided by the partnership, which was 89.2 mmg as of March 31, 2017 . The partnership’s leased railcar fleet consist ed of approximately 3,150 railcars as of March 31, 2017 . During the three months ended March 31, 2016 , the average monthly fee was approximately $0.0358 per gallon for the railcar volumetric capacity provided by the partnership, which was 76.9 mmg as of March 31, 2016 . Green Plains Trade is also obligated to use the partnership for logistical operations management and other services related to railcar volumetric capacity. Green Plains Trade is obligated to pay a monthly fee of approximately $0.0013 per gallon for these services. Green Plains Trade reimburses the partnership for costs related to: (1) railcar switching and unloading fees; (2) increased costs related to changes in law or governmental regulation related to the specification, operation or maintenance of railcars; (3) demurrage charges, except when the charges are due to the partnership’s gross negligence or willful misconduct; and (4) fees related to rail transportation services under transportation contracts with thir d-party common carriers. Green Plains Trade has also contracted for additional railcar volumetric capacity in the normal course of business at comparable margins. Effective November 30, 2016, the rail transportation services agreement was amended to extend the initial term of the agreement, effective July 1, 2015, from a six-year term to a ten -year term. All other terms and conditions remain the same as the initial agreement, as previously amended. Under the trucking transportation agreement, Green Plains Trade pays the partnership to use its truck transportation services to transport ethanol and other fuels from receipt points identified by Green Plains Trade to nominated delivery points. Green Plains Trade is obligated to pay a monthly trucking transportation services fee equal to the aggregate volume transported in a calendar month by the partnership’s trucks, multiplied by the applicable rate for each trucking lane. Green Plains Trade reimburses the partnership for costs related to: (1) truck switching and unloading fees; (2) increased costs related to changes in law or governmental regulation related to the specification, operation and maintenance of trucks; and (3) fees related to trucking transportation services under transportation contracts with third-party common carriers. Under the Birmingham terminal services agreement, Green Plains Trade is obligated to pay $0.0360 per gallon on its throughput subject to a minimum volume commitment of approximately 2.8 mmg per month of ethanol and other fuels, as well as fees for ancillary services , effective January 1, 2017, through December 31, 2019 . The partnership recorded revenues from Green Plains Trade under the storage and throughput agreement and rail transportation agreement of $23.6 million and $20.2 million for th e three months ended March 31, 2017 and 2016 , respectively. The partnership recorded revenues from Green Plains Trade related to trucking and terminal services of $2.2 million and $1.6 million for the three months ended March 31, 2017 and 2016 , respectively . T he partnership distributed $9.0 million and $8.4 million to Green Plains related to the quarterly cash distribution paid for the three months ended March 31, 2017 and 2016 , respectively. |
Basis of Presentation, Descri16
Basis of Presentation, Description of Business and Summary of Significant Accounting Policies (Policy) | 3 Months Ended |
Mar. 31, 2017 | |
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 partnership and its controlled subsidiaries. All significant intercompany balances and transactions are eliminated on a consolidated basis for reporting purposes. Results for the interim periods presented are not necessarily indicative of the expected results for the entire year. The accompanying unaudited consolidated financial statements are prepared in accordance with GAAP for interim financial information and instructions to Form 10-Q and Article 10 of Regulation S-X. Because they do not include all of the information and footnotes required by GAAP, the consolidated financial statements should be read in conjunction with the partnership’s 2016 annual report. In accordance with GAAP, when transferring assets between entities under common control, the entity receiving the net assets initially recognizes the carrying amounts of the assets and liabilities at the date of transfer and the prior period financial statements of the transferee are recast for all periods the transferred operations were part of the parent’s consolidated financial statements. On July 1, 2015, in addition to the interests of BlendStar, the partnership received the ethanol storage and railcar assets in a transfer between entities under common control. The transferred assets and liabilities are recognized at our parent’s historical cost and reflected retroactively in the consolidated financial statements presented in this report. Effective January 1, 2016, the partnership acquired the ethanol storage and leased railcar assets of the Hereford, Texas and Hopewell, Virginia production facilities for $62.3 million from its sponsor in a transfer between entities under common control. The assets were recognized at historical cost and reflected retroactively along with related expenses for periods prior to the effective date of the acquisition, subsequent to the initial dates the assets were acquired by the sponsor, or October 23, 2015, and November 12, 2015, for Hopewell and Hereford, respectively. There were no revenues related to these assets for periods before January 1, 2016, when amendments to the commercial agreements related to the dropdown became effective. On September 23, 2016, the partnership acquired the ethanol storage assets located in Madison, Illinois; Mount Vernon, Indiana and York, Nebraska for $90 million related to the three ethanol plants, which occurred concurrently with the acquisition of these facilities by Green Plains from subsidiaries of Abengoa S.A. The transaction was accounted for as a transfer between entities under common control and the assets were recognized at the preliminary value recorded in Green Plains’ purchase accounting. No retroactive adjustments were required. |
Reclassifications | Reclassifications 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 normal and recurring in nature, unless otherwise noted. |
Use of Estimates in the Preparation of Consolidated Financial Statements | Use of Estimates in the Preparation of Consolidated Financial Statements Preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the reporting period. The partnership bases its estimates on historical experience and assumptions it believes are proper and reasonable under the circumstances. The partnership regularly evaluates the appropriateness of these estimates and assumptions. Actual results could differ from those estimates. Key accounting policies, including, but not limited to, those related to depreciation of property and equipment, asset retirement obligations, and impairment of long-lived assets and goodwill are impacted significantly by judgments, assumptions and estimates used to prepare the consolidated financial statements. |
Description of Business | Description of Business The partnership provides fuel storage and transportation services by owning, operating, developing and acquiring ethanol and fuel storage tanks, terminals, transportation assets and other related assets and businesses. The partnership is its parent’s primary downstream logistics provider to support the parent’s approximately 1.5 bgy ethanol marketing and distribution business. The partnership’s assets are the principal method of storing and delivering the ethanol the parent produces. The ethanol produced by the parent is fuel grade, made principally from starch extracted from corn, and is primarily used for blending with gasoline. Ethanol currently comprises approximately 10% of the U.S. gasoline market and is an economical source of octane and oxygenates for blending into the fuel supply. The partnership does not take ownership of, or receive any payments based on the value of the ethanol or other fuels it handles; as a result, the partnership does not have any direct exposure to fluctuations in commodity prices. |
Revenue Recognition | Revenue Recognition The partnership recognizes revenues when all of the following criteria are satisfied: persuasive evidence an arrangement exists; services have been rendered; the price is fixed and determinable; and collectability is reasonably assured. The partnership derives revenues when product is delivered to the customer from its ethanol storage tanks and fuel terminals, and transportation services are performed. The partnership generates a substantial portion of its revenues under fee-based commercial agreements with Green Plains Trade. The partnership’s storage and throughput agreement and certain terminal services agreements with Green Plains Trade are supported by minimum volume commitments. The partnership’s rail transportation services agreement is supported by minimum take-or-pay capacity commitments. Green Plains Trade is required to pay the partnership fees for these minimum commitments regardless of the actual volume, throughput or capacity used for storage or transport. If Green Plains Trade fails to meet its minimum volume commitment during any quarter, Green Plains Trade will pay the partnership a deficiency payment equal to the deficient volume multiplied by the applicable fee. The deficiency payment may be applied as a credit toward volumes throughput by Green Plains Trade in excess of the minimum volume commitment during the next four quarters, after which time any unused credits will expire. The partnership records a liability for deferred revenue in the amount of the credit that may be used in future periods and for charges to customers before the product is delivered. The partnership recognizes revenue and relieves the liability when credits are utilized or expire and when risk of loss is transferred with product delivery to the customer. As a result, a portion of the partnership’s revenues may be associated with cash collected during an earlier period that did not generate cash during the current period. |
Operations and Maintenance Expenses | Operations and Maintenance Expenses The partnership’s operations and maintenance expenses consist primarily of lease expenses related to the transportation assets, labor expenses, outside contractor expenses, insurance premiums, repairs and maintenance expenses and utility costs. These expenses also include fees for certain management, maintenance and operational services to support the facilities, trucks and leased railcar fleet allocated by Green Plains under the operational services and secondment agreement. |
Concentrations of Credit Risk | Concentrations of Credit Risk In the normal course of business, the partnership is exposed to credit risk resulting from the possibility a loss may occur due to failure of another party to perform according to the terms of their contract. The partnership provides fuel storage and transportation services for various parties with a significant portion of its revenues earned from Green Plains Trade. The partnership continually monitors its credit risk exposure and concentrations. |
Segment Reporting | Segment Reporting The partnership accounts for segment reporting in accordance with ASC 280, Segment Reporting , which establishes standards for entities reporting information about the operating segments and geographic areas in which they operate. Management evaluated how its chief operating decision maker has organized the partnership for purposes of making operating decisions and assessing performance, and concluded it has one reportable segment. |
Asset Retirement Obligations | Asset Retirement Obligations The partnership records an ARO for the fair value of the estimated costs to retire a tangible long-lived asset in the period in which it is incurred if it can be reasonably estimated, which is subsequently adjusted for accretion expense. The corresponding asset retirement costs are capitalized as a long-lived asset and depreciated on a straight-line basis over the asset’s remaining useful life. The expected present value technique used to calculate the fair value of the AROs includes assumptions about costs, settlement dates, interest accretion and inflation. Changes in assumptions, including the amount or timing of estimated cash flows, could result in increases or decreases to the AROs. The partnership’s AROs are based on legal obligations to perform remedial activity when certain machinery and equipment are disposed and operating leases expire. |
Income Taxes | Income Taxes The partnership is a limited partnership, which is not subject to federal income taxes. The partnership owns a subsidiary, however, that is taxed as a corporation for federal and state income tax purposes. In addition, the partnership is subject to state income taxes in certain states. As a result, the financial statements reflect a provision or benefit for such income taxes. The general partner and the unitholders are responsible for paying federal and state income taxes on their share of the partnership’s taxable income. The partnership recognizes uncertainties in income taxes within the financial statements under a process by which the likelihood of a tax position is gauged based upon the technical merits of the position. Then, a subsequent measurement uses the maximum benefit and degree of likelihood to determine the amount of benefit recognized in the financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Effective January 1, 2017, the partnership adopted the amended guidance in ASC Topic 718, Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting , which requires all income tax effects of awards to be recognized in the income statement when the awards vest or settle. The amended guidance also allows an employer to repurchase more of an employee’s shares than it can currently for tax withholding purposes without triggering liability accounting and make a policy election to account for forfeitures as they occur. The amended guidance requiring recognition of excess tax benefits and tax deficiencies in the income statement was applied prospectively. The amended guidance related to the timing of when excess tax benefits are recognized and the amended guidance related to the presentation of employee taxes paid on the statement of cash flows did not have an impact on the consolidated financial statements. The partnership has elected to account for forfeitures as they occur. This change did not have an impact on the financial statements. Effective January 1, 2018, the partnership will adopt the amended guidance in ASC Topic 606, Revenue from Contracts with Customers , which requires revenue recognition to reflect the transfer of promised goods or services to customers. The updated standard permits either the retrospective or cumulative effect transition method. Early application beginning January 1, 2017, is permitted. The partnership does not expect the adoption of this guidance to have a material impact on its consolidated financial statements and related disclosures. Effective January 1, 2019, the partnership will adopt the amended guidance in ASC Topic 842, Leases , which aims to make leasing activities more transparent and comparable and requires substantially all leases to be recognized by lessees on their balance sheet as a right-of-use asset and corresponding lease liability, including leases currently accounted for as operating leases. Early application is permitted. The partnership is currently evaluating the impact adoption of the amended guidance will have on the consolidated financial statements and related disclosures. Effective January 1, 2020, the company will adopt the amended guidance in ASC Topic 350, Intangibles – Goodwill and Other: Simplifying the Test for Goodwill Impairment , which simplifies the measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The annual goodwill impairment test will be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit. The amended guidance will be applied prospectively. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Abengoa Acquisition [Member] | |
Summary of Assets Acquired and Liabilities Assumed | The following is a summary of assets acquired and liabilities assumed (in thousands): Purchase price, September 23, 2016 $ 90,000 Identifiable assets acquired: Property and equipment, net 12,510 Partners' capital effect, September 23, 2016 $ 77,490 |
Hereford and Hopewell Acquisition [Member] | |
Summary of Assets Acquired and Liabilities Assumed | The following is a summary of assets acquired and liabilities assumed (in thousands): Purchase price, January 1, 2016 $ 62,312 Identifiable assets acquired and liabilities assumed: Property and equipment, net 6,447 Asset retirement obligations (148) Total identifiable net assets 6,299 Partners' capital effect, January 1, 2016 $ 56,013 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt [Abstract] | |
Schedule of Long-Term Debt Repayments | Scheduled long ‑term debt repayments as of March 31, 2017 , are as follows (in thousands): Year Ending December 31, Amount 2017 $ - 2018 - 2019 - 2020 126,832 2021 668 Thereafter 7,100 Total $ 134,600 |
Unit-Based Compensation (Tables
Unit-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Unit-Based Compensation [Abstract] | |
Schedule of Non-vested Unit-based Award Activity | There was no change in the number of non-vested u nit-based awards during the three months ended March 31, 2017 |
Partners' Capital (Tables)
Partners' Capital (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Partners' Capital [Abstract] | |
Schedule of Components of Partners' Capital | Components of partners’ capital are as follows (in thousands): Partners' Capital Limited Partners Common Units- Public Common Units- Green Plains Subordinated Units- Green Plains General Partner Total Balance, December 31, 2016 $ 115,139 $ (38,653) $ (139,913) $ (739) $ (64,166) Quarterly cash distributions to unitholders (4,954) (1,888) (6,832) (279) (13,953) Net income 5,317 2,026 7,334 300 14,977 Unit-based compensation, including general partner net contributions 59 - - - 59 Balance, March 31, 2017 $ 115,561 $ (38,515) $ (139,411) $ (718) $ (63,083) |
Schedule of Allocation of Total Cash Distributions to the General and Limited Partners | The allocation of total cash distributions to the general and limited partners applicable to the period the distributions were earned for the three months ended March 31, 2017 and 2016 , are as follows (in thousands): Three Months Ended March 31, 2017 2016 General partner distribution $ 286 $ 263 Limited partners' distributions: Limited partner common units - public 5,069 4,660 Limited partner common units - Green Plains 1,931 1,778 Limited partner subordinated units - Green Plains 6,992 6,435 Total limited partners' distributions 13,992 12,873 Total cash distributions $ 14,278 $ 13,136 |
Earnings Per Unit (Tables)
Earnings Per Unit (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Unit [Abstract] | |
Schedule Of Basic And Diluted Earnings Per Unit | The following tables show the calculation of earnings per limited partner unit – basic and diluted (in thousands, except for per unit data): Three Months Ended March 31, 2017 Limited Partner Common Units Limited Partner Subordinated Units General Partner Total Net income: Distributions declared $ 7,000 $ 6,992 $ 286 $ 14,278 Earnings in excess of distributions 343 342 14 699 Total net income $ 7,343 $ 7,334 $ 300 $ 14,977 Weighted-average units outstanding - basic and diluted 15,910 15,890 Earnings per limited partner unit - basic and diluted $ 0.46 $ 0.46 Three Months Ended March 31, 2016 Limited Partner Common Units Limited Partner Subordinated Units General Partner Total Net income: Distributions declared $ 6,438 $ 6,435 $ 263 $ 13,136 Earnings less than distributions (467) (468) (19) (954) Total net income $ 5,971 $ 5,967 $ 244 $ 12,182 Weighted-average units outstanding - basic and diluted 15,899 15,890 Earnings per limited partner unit - basic and diluted $ 0.38 $ 0.38 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies [Abstract] | |
Schedule of Aggregate Minimum Lease Payments | Aggregate minimum lease payments under these agreements for the remainder of 2017 and in future years are as follows (in thousands): Year Ending December 31, Amount 2017 $ 17,414 2018 16,383 2019 11,479 2020 9,451 2021 3,889 Thereafter 2,634 Total $ 61,250 |
Summary of Minimum Future Rental Revenue | Minimum revenues under this agreement for the remainder of 2017 and in future years are as follows (in thousands): Year Ending December 31, Amount 2017 $ 44,490 2018 59,320 2019 59,320 2020 59,320 2021 59,320 Thereafter 207,620 Total $ 489,390 |
Schedule of Aggregate Minimum Service Payments | Aggregate minimum payments und er these agreements for the remainder of 2017 and in future years are as follows (in thousands): Year Ending December 31, Amount 2017 $ 970 2018 1,154 2019 1,154 2020 156 2021 156 Thereafter 156 Total $ 3,746 |
Basis of Presentation, Descri23
Basis of Presentation, Description of Business and Summary of Significant Accounting Policies (Details) $ in Thousands, gal in Billions | Sep. 23, 2016USD ($)property | Jan. 01, 2016USD ($) | Mar. 31, 2017segmentgal |
Basis of Presentation and Significant Accounting Policies [Line Items] | |||
Number of reportable segments | segment | 1 | ||
Green Plains Inc. [Member] | |||
Basis of Presentation and Significant Accounting Policies [Line Items] | |||
Ethanol production capacity (in billion gallons) | gal | 1.5 | ||
Abengoa Acquisition [Member] | |||
Basis of Presentation and Significant Accounting Policies [Line Items] | |||
Business Combination, Consideration Transferred | $ 90,000 | ||
Number of ethanol plants | property | 3 | ||
Acquisition of business, net of cash acquired | $ 90,000 | ||
Hereford and Hopewell Acquisition [Member] | |||
Basis of Presentation and Significant Accounting Policies [Line Items] | |||
Business Combination, Consideration Transferred | $ 62,312 |
Acquisition (Narrative) (Detail
Acquisition (Narrative) (Details) $ in Thousands | Sep. 23, 2016USD ($)property | Jan. 01, 2016USD ($) |
Abengoa Acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Number of ethanol plants | property | 3 | |
Consideration transferred | $ 90,000 | |
Net assets, historical cost | $ 12,510 | |
Hereford and Hopewell Acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Consideration transferred | $ 62,312 | |
Net assets, historical cost | $ 6,299 |
Acquisition (Summary of Assets
Acquisition (Summary of Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands | Sep. 23, 2016 | Jan. 01, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||
Partners' capital effect | $ (63,083) | $ (64,166) | ||
Abengoa Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 90,000 | |||
Property and equipment, net | 12,510 | |||
Total identifiable net assets | 12,510 | |||
Partners' capital effect | $ 77,490 | |||
Hereford and Hopewell Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 62,312 | |||
Property and equipment, net | 6,447 | |||
Asset retirement obligations | (148) | |||
Total identifiable net assets | 6,299 | |||
Partners' capital effect | $ 56,013 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | ||
Capitalized interest | $ 0 | $ 0 |
Accounting Standards Update 2015-03 [Member] | ||
Debt Instrument [Line Items] | ||
New accounting pronouncement, reclassification of debt issuance costs from other assets to long-term debt | 161,000 | 173,000 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | 155,000,000 | |
Additional amount available under credit facility without consent of the lenders | 100,000,000 | |
Sublimit available for swing line loans under credit facility | 30,000,000 | |
Sublimit available for letters of credit under credit facility | 30,000,000 | |
Net leverage ratio, total funded indebtedness, cash in excess of minimum amount | 5,000,000 | |
Net leverage ratio, total funded indebtedness, amount divided by the four preceding quarters' consolidated EBITDA | 30,000,000 | |
Line of credit, carrying value | $ 126,500,000 | $ 129,000,000 |
Interest rate, stated percentage | 3.49% | |
Minimum [Member] | Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Net leverage ratio, basis points per annum | 0.35 | |
Interest coverage ratio | 2.75 | |
Maximum [Member] | Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Net leverage ratio, basis points per annum | 0.50 | |
Net leverage ratio | 3.50 | |
Base Rate [Member] | Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate, basis for effective rate | base rate plus 1.25% to 2.00% | |
Base Rate [Member] | Minimum [Member] | Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate, basis spread on variable rate, percentage | 1.25% | |
Base Rate [Member] | Maximum [Member] | Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate, basis spread on variable rate, percentage | 2.00% | |
LIBOR [Member] | Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate, basis for effective rate | LIBOR plus 2.25% to 3.00% | |
LIBOR [Member] | Minimum [Member] | Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate, basis spread on variable rate, percentage | 2.25% | |
LIBOR [Member] | Maximum [Member] | Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate, basis spread on variable rate, percentage | 3.00% |
Debt (Schedule of Long-Term Deb
Debt (Schedule of Long-Term Debt Repayments) (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Debt [Abstract] | |
2,017 | $ 0 |
2,018 | 0 |
2,019 | 0 |
2,020 | 126,832 |
2,021 | 668 |
Thereafter | 7,100 |
Total | $ 134,600 |
Unit-Based Compensation (Narrat
Unit-Based Compensation (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized | 2,500,000 | |
Restricted Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation cost (benefit) | $ 59 | $ (15) |
Unrecognized compensation costs | $ 60 |
Partners' Capital (Narrative) (
Partners' Capital (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 20, 2017 | Mar. 31, 2017 |
Limited Partners' Capital Account [Line Items] | ||
Quarterly distribution declared, per unit | $ 0.43 | |
Quarterly cash distribution declared | $ 13,953 | |
Subsequent Event [Member] | ||
Limited Partners' Capital Account [Line Items] | ||
Quarterly distribution declared, per unit | $ 0.44 | |
Quarterly cash distribution declared | $ 14,300 |
Partners' Capital (Schedule of
Partners' Capital (Schedule of Components of Partners' Capital) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Balance, Beginning period | $ (64,166) | |
Quarterly cash distribution to unitholders | (13,953) | |
Net income | 14,977 | $ 12,182 |
Unit-based compensation, including general partner net contributions | 59 | |
Balance, Ending period | (63,083) | |
General Partner [Member] | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Balance, Beginning period | (739) | |
Quarterly cash distribution to unitholders | (279) | |
Net income | 300 | 244 |
Balance, Ending period | (718) | |
Common Units - Public [Member] | Limited Partners [Member] | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Balance, Beginning period | 115,139 | |
Quarterly cash distribution to unitholders | (4,954) | |
Net income | 5,317 | |
Unit-based compensation, including general partner net contributions | 59 | |
Balance, Ending period | 115,561 | |
Common Units - Green Plains [Member] | Limited Partners [Member] | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Balance, Beginning period | (38,653) | |
Quarterly cash distribution to unitholders | (1,888) | |
Net income | 2,026 | |
Balance, Ending period | (38,515) | |
Subordinated Units - Green Plains [Member] | Limited Partners [Member] | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Balance, Beginning period | (139,913) | |
Quarterly cash distribution to unitholders | (6,832) | |
Net income | 7,334 | $ 5,967 |
Balance, Ending period | $ (139,411) |
Partners' Capital (Schedule All
Partners' Capital (Schedule Allocation of Total Cash Distributions to the General and Limited Partners) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Distribution Made to Limited Partner [Line Items] | ||
Cash distribution | $ 14,278 | $ 13,136 |
General Partner [Member] | ||
Distribution Made to Limited Partner [Line Items] | ||
Cash distribution | 286 | 263 |
Limited Partners [Member] | ||
Distribution Made to Limited Partner [Line Items] | ||
Cash distribution | 13,992 | 12,873 |
Limited Partners [Member] | Common Units - Public [Member] | ||
Distribution Made to Limited Partner [Line Items] | ||
Cash distribution | 5,069 | 4,660 |
Limited Partners [Member] | Common Units - Green Plains [Member] | ||
Distribution Made to Limited Partner [Line Items] | ||
Cash distribution | 1,931 | 1,778 |
Limited Partners [Member] | Subordinated Units - Green Plains [Member] | ||
Distribution Made to Limited Partner [Line Items] | ||
Cash distribution | $ 6,992 | $ 6,435 |
Earnings Per Unit (Narrative) (
Earnings Per Unit (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2017shares | |
Common Units [Member] | |
Earnings Per Unit [Line Items] | |
Potentially dilutive common or subordinated units outstanding | 0 |
Subordinated Units - Green Plains [Member] | |
Earnings Per Unit [Line Items] | |
Potentially dilutive common or subordinated units outstanding | 0 |
Earnings Per Unit (Schedule of
Earnings Per Unit (Schedule of Basic and Diluted Earnings Per Unit) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Unit [Line Items] | ||
Distributions declared | $ 14,278 | $ 13,136 |
Earnings in excess of (less than) distributions | 699 | (954) |
Net income attributable to the partnership | 14,977 | 12,182 |
Limited Partners [Member] | ||
Earnings Per Unit [Line Items] | ||
Distributions declared | 13,992 | 12,873 |
General Partner [Member] | ||
Earnings Per Unit [Line Items] | ||
Distributions declared | 286 | 263 |
Earnings in excess of (less than) distributions | 14 | (19) |
Net income attributable to the partnership | 300 | 244 |
Common Units [Member] | Limited Partners [Member] | ||
Earnings Per Unit [Line Items] | ||
Distributions declared | 7,000 | 6,438 |
Earnings in excess of (less than) distributions | 343 | (467) |
Net income attributable to the partnership | $ 7,343 | $ 5,971 |
Weighted average limited partner units outstanding (basic and diluted) | 15,910 | 15,899 |
Earnings per limited partner unit (basic and diluted) | $ 0.46 | $ 0.38 |
Subordinated Units - Green Plains [Member] | Limited Partners [Member] | ||
Earnings Per Unit [Line Items] | ||
Distributions declared | $ 6,992 | $ 6,435 |
Earnings in excess of (less than) distributions | 342 | (468) |
Net income attributable to the partnership | $ 7,334 | $ 5,967 |
Weighted average limited partner units outstanding (basic and diluted) | 15,890 | 15,890 |
Earnings per limited partner unit (basic and diluted) | $ 0.46 | $ 0.38 |
Commitments and Contingencies34
Commitments and Contingencies (Narrative) (Details) $ in Thousands, gal in Millions | Jul. 01, 2015$ / galgal | Mar. 31, 2017USD ($)gal | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) |
Other Commitments [Line Items] | ||||
Deferred lease liability | $ | $ 754 | $ 739 | ||
Lease expenses | $ | $ 5,800 | $ 6,500 | ||
Fee-based Storage and Throughput Agreement [Member] | Green Plains Trade [Member] | ||||
Other Commitments [Line Items] | ||||
Quarterly minimum volume commitment, throughput capacity (in gallons) | gal | 296.6 | |||
IPO [Member] | Fee-based Storage and Throughput Agreement [Member] | ||||
Other Commitments [Line Items] | ||||
Ethanol storage and throughput agreement | 10 years | |||
IPO [Member] | Fee-based Storage and Throughput Agreement [Member] | Green Plains Trade [Member] | ||||
Other Commitments [Line Items] | ||||
Quarterly minimum volume commitment, throughput capacity (in gallons) | gal | 212.5 | 296.6 | ||
Throughput, price per gallon | $ / gal | 0.05 |
Commitments and Contingencies35
Commitments and Contingencies (Schedule of Aggregate Minimum Lease Payments) (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Commitments and Contingencies [Abstract] | |
2,017 | $ 17,414 |
2,018 | 16,383 |
2,019 | 11,479 |
2,020 | 9,451 |
2,021 | 3,889 |
Thereafter | 2,634 |
Total | $ 61,250 |
Commitments and Contingencies36
Commitments and Contingencies (Summary of Minimum Future Rental Revenue) (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Commitments and Contingencies [Abstract] | |
2,017 | $ 44,490 |
2,018 | 59,320 |
2,019 | 59,320 |
2,020 | 59,320 |
2,021 | 59,320 |
Thereafter | 207,620 |
Total | $ 489,390 |
Commitments and Contingencies37
Commitments and Contingencies (Schedule of Aggregate Minimum Service Payments) (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Commitments and Contingencies [Abstract] | |
2,017 | $ 970 |
2,018 | 1,154 |
2,019 | 1,154 |
2,020 | 156 |
2,021 | 156 |
Thereafter | 156 |
Total | $ 3,746 |
Major Customers (Details)
Major Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue, Major Customer [Line Items] | ||
Revenues | $ 27,229 | $ 23,789 |
Green Plains Trade Group LLC [Member] | ||
Revenue, Major Customer [Line Items] | ||
Revenues | $ 25,800 | $ 21,800 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands, gal in Millions | Jul. 01, 2015$ / galgal | Mar. 31, 2017USD ($)$ / galitemgal | Mar. 31, 2016USD ($)$ / galgal |
Related Party Transaction [Line Items] | |||
Shared services expenses | $ 1,000 | $ 900 | |
Revenue from related parties | 25,757 | 21,768 | |
Green Plains Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Distribution to Green Plains | 9,000 | 8,400 | |
Green Plains Trade [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | $ 20,200 | ||
Green Plains Trade [Member] | Fee-based Storage and Throughput and Rail Transporatation Agreements [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | $ 23,600 | ||
Green Plains Trade [Member] | Fee-based Storage and Throughput Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Quarterly minimum volume commitment, throughput capacity (in gallons) | gal | 296.6 | ||
Green Plains Trade [Member] | Fee-based Rail Transportation Services Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Service agreement, term | 10 years | ||
Railcar volumetric capacity, average monthly fee, price per gallon | $ / gal | 0.0282 | 0.0358 | |
Railcar volumetric capacity (in gallons) | gal | 89.2 | 76.9 | |
Number of railcars in fleet | item | 3,150 | ||
Logistical operations management and other services, monthly fee, price per gallon | $ / gal | 0.0013 | ||
Green Plains Trade [Member] | Birmingham Terminal Services Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Quarterly minimum volume commitment, throughput capacity (in gallons) | gal | 2.8 | ||
Throughput, price per gallon | $ / gal | 0.0360 | ||
MLP Predecessor [Member] | Green Plains Trade [Member] | Fee-based Trucking Transportation and Terminal Services Agreements [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | $ 2,200 | $ 1,600 | |
IPO [Member] | Green Plains Trade [Member] | Fee-based Storage and Throughput Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Service agreement, term | 10 years | ||
Quarterly minimum volume commitment, throughput capacity (in gallons) | gal | 212.5 | 296.6 | |
Throughput, price per gallon | $ / gal | 0.05 | ||
IPO [Member] | Green Plains Trade [Member] | Fee-based Rail Transportation Services Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Service agreement, term | 10 years | ||
IPO [Member] | Green Plains Trade [Member] | Fee-based Trucking Transportation Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Service agreement, term | 1 year |