Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 27, 2017 | |
Document type | 10-Q | |
Amendment flag | false | |
Document period end date | Sep. 30, 2017 | |
Document fiscal period focus | Q3 | |
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 | 15,922,207 | |
Subordinated Units - Green Plains [Member] | ||
Entity common stock, shares outstanding | 15,889,642 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 253 | $ 622 |
Accounts receivable | 812 | 1,513 |
Accounts receivable from affiliates | 19,833 | 18,777 |
Amortizable lease costs | 157 | 243 |
Prepaid expenses and other | 738 | 1,120 |
Total current assets | 21,793 | 22,275 |
Property and equipment, net of accumulated depreciation of $27,650 and $23,878, respectively | 49,630 | 51,022 |
Goodwill | 10,598 | 10,598 |
Equity investments | 1,284 | |
Note receivable | 8,100 | 8,100 |
Other assets | 1,392 | 1,781 |
Total assets | 92,797 | 93,776 |
Current liabilities | ||
Accounts payable | 8,690 | 4,280 |
Accounts payable to affiliates | 1,307 | 1,921 |
Accrued and other liabilities | 4,775 | 10,201 |
Asset retirement obligations | 937 | 199 |
Unearned revenue | 1,077 | 702 |
Total current liabilities | 16,786 | 17,303 |
Long-term debt | 136,963 | 136,927 |
Deferred lease liability | 784 | 739 |
Asset retirement obligations | 2,579 | 2,877 |
Other liabilities | 96 | |
Total liabilities | 157,112 | 157,942 |
Commitments and contingencies (Note 8) | ||
Partners' capital | ||
Total partners' capital | (64,315) | (64,166) |
Total liabilities and partners' capital | 92,797 | 93,776 |
General Partner [Member] | ||
Partners' capital | ||
Total partners' capital | (742) | (739) |
Common Units - Public [Member] | Limited Partners [Member] | ||
Partners' capital | ||
Total partners' capital | 115,187 | 115,139 |
Common Units - Green Plains [Member] | Limited Partners [Member] | ||
Partners' capital | ||
Total partners' capital | (38,695) | (38,653) |
Subordinated Units - Green Plains [Member] | Limited Partners [Member] | ||
Partners' capital | ||
Total partners' capital | $ (140,065) | $ (139,913) |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Property and equipment, accumulated depreciation | $ 27,650 | $ 23,878 |
Common Units - Public [Member] | Limited Partners [Member] | ||
Units issued | 11,529,572 | 11,521,016 |
Units outstanding | 11,529,572 | 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 | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues | ||||
Affiliate | $ 24,748 | $ 24,139 | $ 74,019 | $ 69,445 |
Non-affiliate | 1,701 | 2,066 | 4,724 | 6,042 |
Total revenues | 26,449 | 26,205 | 78,743 | 75,487 |
Operating expenses | ||||
Operations and maintenance | 8,346 | 8,564 | 25,161 | 25,713 |
Selling, general and administrative | 922 | 1,395 | 3,258 | 3,654 |
Depreciation and amortization | 1,280 | 1,515 | 3,781 | 4,220 |
Total operating expenses | 10,548 | 11,474 | 32,200 | 33,587 |
Operating income | 15,901 | 14,731 | 46,543 | 41,900 |
Other income (expense) | ||||
Interest income | 20 | 21 | 61 | 62 |
Interest expense | (1,412) | (501) | (3,941) | (1,295) |
Total other expense | (1,392) | (480) | (3,880) | (1,233) |
Income before income taxes | 14,509 | 14,251 | 42,663 | 40,667 |
Income tax expense | 43 | 52 | 135 | 304 |
Net income | 14,466 | 14,199 | 42,528 | 40,363 |
Net income attributable to the partnership | 14,466 | 14,199 | 42,528 | 40,363 |
General Partner [Member] | ||||
Other income (expense) | ||||
Net income attributable to the partnership | 290 | 284 | 851 | 807 |
Limited Partners [Member] | Common Units [Member] | ||||
Other income (expense) | ||||
Net income attributable to the partnership | $ 7,097 | $ 6,962 | $ 20,856 | $ 19,786 |
Earnings per limited partner unit (basic and diluted): | ||||
Earnings per limited partner unit (basic and diluted) | $ 0.45 | $ 0.44 | $ 1.31 | $ 1.24 |
Weighted average limited partner units outstanding (basic and diluted): | ||||
Weighted average limited partner units outstanding (basic and diluted) | 15,922 | 15,910 | 15,914 | 15,902 |
Limited Partners [Member] | Subordinated Units - Green Plains [Member] | ||||
Other income (expense) | ||||
Net income attributable to the partnership | $ 7,079 | $ 6,953 | $ 20,821 | $ 19,770 |
Earnings per limited partner unit (basic and diluted): | ||||
Earnings per limited partner unit (basic and diluted) | $ 0.45 | $ 0.44 | $ 1.31 | $ 1.24 |
Weighted average limited partner units outstanding (basic and diluted): | ||||
Weighted average limited partner units outstanding (basic and diluted) | 15,890 | 15,890 | 15,890 | 15,890 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities | ||
Net income | $ 42,528 | $ 40,363 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 3,781 | 4,220 |
Accretion | 178 | 183 |
Amortization of debt issuance costs | 362 | 178 |
Increase in deferred lease liability | 45 | 359 |
Deferred income taxes | (4) | |
Unit-based compensation | 159 | 82 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 701 | 49 |
Accounts receivable from affiliates | (1,056) | 953 |
Prepaid expenses and other assets | 382 | 437 |
Accounts payable and accrued liabilities | (770) | (450) |
Accounts payable to affiliates | (614) | (452) |
Other | (33) | 281 |
Net cash provided by operating activities | 45,663 | 46,199 |
Cash flows from investing activities | ||
Purchases of property and equipment | (1,912) | (467) |
Equity method investment | (1,284) | |
Acquisition of assets from sponsor | (62,312) | |
Acquisition of assets | (90,000) | |
Net cash used by investing activities | (3,196) | (152,779) |
Cash flows from financing activities | ||
Payments of distributions | (42,839) | (39,496) |
Proceeds from revolving credit facility | 51,000 | 167,000 |
Payments on revolving credit facility | (51,000) | (35,000) |
Payments of loan fees | (987) | |
Other | 3 | 3 |
Net cash provided (used) by financing activities | (42,836) | 91,520 |
Net change in cash and cash equivalents | (369) | (15,060) |
Cash and cash equivalents, beginning of period | 622 | 16,385 |
Cash and cash equivalents, end of period | 253 | 1,325 |
Supplemental disclosures of cash flow | ||
Cash paid for income taxes | 143 | 248 |
Cash paid for interest | $ 3,591 | 1,052 |
Capital expenditures in accounts payable | $ 58 |
Basis of Presentation, Descript
Basis of Presentation, Description of Business and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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 Partners 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 on Form 10-K for the year ended December 31, 2016. 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, on 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 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 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. On July 11, 2017, the partnership contributed $1.3 million to NLR Energy Logistics LLC, a 50/50 joint venture with Delek Renewables LLC, which was formed in February 2017 to build an ethanol unit train terminal in the Little Rock, Arkansas area with capacity to unload 110 -car unit trains and provide approximately 100,000 barrels of storage. The partnership and Delek Renewables LLC have equal board representation and voting rights in the joint venture. The investment is accounted for using the equity method of accounting. Under this method, an investment is recorded at the acquisition cost plus the partnership’s share of equity in undistributed earnings or losses since acquisition, and reduced by distributions received and the amortization of excess net investment. Upon commencement of operations, the partnership’s proportionate share of the equity investments’ earnings or losses will be reported on a one-month lag as a separate line item in the consolidated financial statements. Construction of the terminal is expected to be completed during the first quarter of 2018 at a total cost of approximately $7.0 million. 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 primarily 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 of an arrangement exists; services have been provided; the price is fixed and determinable; and collectability is reasonably assured. The partnership derives revenues when product is delivered to the customer from its storage tanks and fuel terminals, when railcar volumetric capacity is provided, and when truck 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 volumetric capacity used for storage or transport. Under the storage and throughput agreement, if Green Plains Trade fails to meet its minimum volume commitment during any quarter, the partnership will charge Green Plains Trade 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. In the event a deficiency payment is charged, the partnership records a liability for unearned revenue in the amount of the credit that may be used in future periods. The partnership recognizes revenue and relieves the liability when credits are utilized or expire during the subsequent four quarters. Under certain terminal services agreements with Green Plains Trade and other customers, minimum volume commitments are applicable to volumes throughput at the partnership’s terminals. If Green Plains Trade or other customers fail to meet their minimum volume commitments during the applicable term, a deficiency payment equal to the deficient volume multiplied by the applicable fee will be charged. Deficiency payments related to the partnership’s terminal services revenue may not be utilized as credits toward future volumes. The partnership recognizes revenue under these agreements when risk of loss is transferred with product delivery to the customer, and when a deficiency payment is charged. Under the partnership’s rail transportation services agreement, Green Plains Trade is required to pay the partnership fees for the minimum railcar volumetric capacity provided, regardless of utilization of that capacity. However, Green Plains Trade is not charged for railcar volumetric capacity that is not available for use due to inspections, upgrades or routine repairs and maintenance. Revenue is recognized based on the fee associated with the average daily railcar volumetric capacity provided in the applicable period. As a result of these take-or-pay minimum volume and capacity commitments, 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. Please refer to Note 9 – Major Customers Transactions and Note 10 – Related Party Transactions to the consolidated financial statements for additional information . 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 incurred if it can be reasonably estimated, which is subsequently adjusted for accretion expense. 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, such as the amount or timing of estimated cash flows, could increase or decrease the AROs. The partnership’s AROs are based on legal obligations to perform remedial activity related to land, machinery and equipment when certain operating leases expire. Equity Method Investments The partnership accounts for investments in which the partnership exercises significant influence using the equity method so long as the partnership (i) do es not control the investee and (ii) is not the primary beneficiary. The partnership recognizes these investments in the consolidated balance sheets as equity investments . The partnership will recognize its proportionate share of earnings or loss on a one-month lag as a separate line item in the consolidated statements of operations. The partnership recognizes losses in the value of equity method investees when there is evidence of an other-than-temporary decrease in value . Evidence of a loss might include , but would not necessarily be limited to, the in ability to recover the carrying amount of the investment or the inability of the equity method investee to sustain an earnings capacity that justifies the carry ing amount of the investment. The current fair value of an investment that is less than its carrying amount may indicate a loss in value of the investment. The partnership evaluates equity method investments when there is evidence an investment may be impaired . Distributions paid to the partnership from unconsolidated affiliates are classified as operating a ctivities in the consolidated statements of c ash f lows until the cumulative distributions exceed the partnership’s proportionate share of income from the unconsolidated affiliate since the date of initial investment. The amount of cumulative distributions paid to the partnership that exceeds the cumulative proportionate share of income in each period re presents a return of investment, which is classified as an investing activity in the consolidated s tatements of cash f lows. 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 related to 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 for tax withholding purposes without triggering liability accounting, and make a policy election to account for forfeitures as they occur. The amended guidance was applied prospectively, and the election was made to account for forfeitures as they occur. Implementation of the amended guidance did not have an impact on the consolidated financial statements. Effective January 1, 2018, the partnership will adopt the amended guidance in ASC Topic 606, Revenue from Contracts with Customers . ASC Topic 606 is designed to create improved revenue recognition and disclosure comparability in financial statements. The provisions of ASC Topic 606 include a five-step process by which an entity will determine revenue recognition, depicting the transfer of goods or services to customers in amounts which reflect the payment an entity expects to be entitled to in exchange for goods or services. The new guidance requires the company to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, the company satisfies the performance obligation. In addition, ASC Topic 606 requires certain disclosures about contracts with customers and provides comprehensive guidance for transactions such as service revenue, contract modifications and multiple-element arrangements. The new standard is effective for fiscal years and interim periods within those years, beginning after December 15, 2017, and allows for early adoption. The partnership completed a comparison of the current revenue recognition policies to ASC Topic 606 requirements for each of the partnership’s major revenue categories. Results indicate that the majority of the partnership's contracts are outside the scope of ASC Topic 606 and will continue to be accounted for under ASC Topic 840, Leases . Contracts within the scope of ASC Topic 606 will continue to be recognized at a point in time, and the number of performance obligations and the accounting for variable consideration are not expected to differ significantly from current practice. The partnership has not identified any material differences in the amount and timing of revenue recognition for the major revenue categories reviewed to date. ASC Topic 606 requires the partnership’s revenue recognition policy disclosure to include additional detail regarding the performance obligations with respect to the nature, amount, timing, and estimates of revenue and cash flows generated from the partnership’s contracts with customers. ASC Topic 606 also requires disclosure of significant changes in contract asset and contract liability balances between periods and the amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied as of the end of the reporting period, when applicable. ASC Topic 606 may be adopted retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. The partnership anticipates adopting the amended guidance using the modified retrospective transition method. 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, requiring substantially all leases to be recognized by lessees on the balance sheet as a right-of-use asset and corresponding lease liability, including leases currently accounted for as operating leases. The new standard is effective for fiscal years and interim periods within those years, beginning after December 15, 2018, and allows for early adoption. The partnership has established a n implementation team to evaluate the impact of the new standard. The new standard will significantly increase right-of-use assets and lease liabilities on the partnership’s consolidated balance sheet, primarily due to operating leases that are currently not recognized on the balance sheet. The partnership is also evaluating the impact the new standard may have on revenue streams that are currently reported as operating lease revenue under GAAP. The partnership anticipates adopting the amended guidance using the modified retrospective transition method. Effective January 1, 2020, the partnership 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 equal to 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, would be recognized. The amended guidance will be applied prospectively. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 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 Vern on, 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 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 The amounts above reflect the final purchase price allocation, which did not change from the initial allocation. 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 certain 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 commenced 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 storage and throughput agreement. The minimum volumetric capacity under the rail transportation services agreement was also increased. Please refer to Note 10 – Related Party Transactions to the consolidated financial statements for additional information . |
Debt
Debt | 9 Months Ended |
Sep. 30, 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 September 30, 2017 , the revolving credit facility had an average interest rate of 3.74% . 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, inclu ding 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 expense. The partnership had $129.0 million of borrowings outstanding under the revolving credit facility as of September 30, 2017 , and December 31, 2016 . Effective January 1, 2016, the partnership adopted ASC 835-30, Interest - Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs. As of September 30, 2017 and December 31, 2016 , there were $137 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 September 30, 2017 , are as follows (in thousands): Year Ending December 31, Amount 2017 $ - 2018 - 2019 - 2020 129,332 2021 668 Thereafter 7,100 Total $ 137,100 Covenant Compliance The partnership, including all of its subsidiaries, was in compliance with its debt covenants as of September 30, 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 and nine months ended September 30, 2017 and 2016 . |
Unit-Based Compensation
Unit-Based Compensation | 9 Months Ended |
Sep. 30, 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. The non-vested unit-based award activity for the nine months ended September 30, 2017 , is as follows: Non-Vested Units Weighted-Average Grant-Date Fair Value Weighted-Average Remaining Vesting Term (in years) Non-vested at December 31, 2016 15,009 $ 15.99 Granted 12,834 18.70 Forfeited (4,278) 18.70 Vested (15,009) 15.99 Non-vested at September 30, 2017 8,556 $ 18.70 0.8 Compensation costs related to the unit-based awards of $40 thousand and $159 thousand were recognized during the three and nine months ended September 30, 2017 , respectively. Compensation costs related to the unit-based awards of $60 thousand and $82 thousand were recognized during the three and nine months ended September 30, 2016 , respectively. Net benefits of $14 thousand and $15 thousand were recognized during the three months ended September 30, 2017 and 2016, respectively, as a reduction to compensation expense due to forfeitures during the period. As of September 30, 2017 , there was $120 thousand of unrecognized compensation costs from unit-based compensation awards. |
Partners' Capital
Partners' Capital | 9 Months Ended |
Sep. 30, 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 (15,214) (5,795) (20,973) (857) (42,839) Net income 15,103 5,753 20,821 851 42,528 Unit-based compensation, including general partner net contributions 159 - - 3 162 Balance, September 30, 2017 $ 115,187 $ (38,695) $ (140,065) $ (742) $ (64,315) A roll forward of the number of common and subordinated limited partner units outstanding is as follows : Common Units- Common Units- Subordinated Units- Public Green Plains Green Plains Total Units, December 31, 2016 11,521,016 4,389,642 15,889,642 31,800,300 Units issued under the LTIP 12,834 - - 12,834 Units forfeited under the LTIP (4,278) - - (4,278) Units, September 30, 2017 11,529,572 4,389,642 15,889,642 31,808,856 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, 2017, the partnership distributed $14.0 million to unitholders of record as of February 3, 2017, related to the quarterly cash distribution of $0.43 per unit that was declared on January 23, 2017, for the quarter ended December 31, 2016. On May 15, 2017, the partnership distributed $14.3 million to unitholders of record as of May 5, 2017, related to the quarterly cash distribution of $0.44 per unit that was declared on April 20, 2017, for the quarter ended March 31, 2017. On August 11 , 2017, the partnership distributed $14.6 million to unitholders of record as of August 4 , 2017, related to the quarterly cash distribution of $0.45 per unit that was declared on July 20, 2017, for the quarter ended June 30 , 2017. On October 19, 2017, the board of directors of the general partner declared a quarterly cash distribution of $0.46 per unit, or approximately $14.9 million, for the quarter ended September 30, 2017. The distribution will be paid on November 10, 2017, to unitholders of record as of November 3, 2017. The allocation of total cash distributions to the general and limited partners applicable to the period the distributions were earned for the three and nine months ended September 30, 2017 and 2016 are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 General partner distribution $ 299 $ 273 $ 877 $ 802 Limited partners' distributions: Limited partner common units - public 5,305 4,839 15,564 14,222 Limited partner common units - Green Plains 2,020 1,843 5,926 5,421 Limited partner subordinated units - Green Plains 7,308 6,674 21,451 19,624 Total limited partners' distributions 14,633 13,356 42,941 39,267 Total cash distributions $ 14,932 $ 13,629 $ 43,818 $ 40,069 |
Earnings Per Unit
Earnings Per Unit | 9 Months Ended |
Sep. 30, 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 earn ings per limited partner unit was the same as basic earnings per limited partner unit as there were no potentially dilutive common or subordinated units outstanding as of September 30, 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 September 30, 2017 Limited Partner Common Units Limited Partner Subordinated Units General Partner Total Net income: Distributions declared $ 7,325 $ 7,308 $ 299 $ 14,932 Earnings less than distributions (228) (229) (9) (466) Total net income $ 7,097 $ 7,079 $ 290 $ 14,466 Weighted-average units outstanding - basic and diluted 15,922 15,890 Earnings per limited partner unit - basic and diluted $ 0.45 $ 0.45 Nine Months Ended September 30, 2017 Limited Partner Common Units Limited Partner Subordinated Units General Partner Total Net income: Distributions declared $ 21,490 $ 21,451 $ 877 $ 43,818 Earnings less than distributions (634) (630) (26) (1,290) Total net income $ 20,856 $ 20,821 $ 851 $ 42,528 Weighted-average units outstanding - basic and diluted 15,914 15,890 Earnings per limited partner unit - basic and diluted $ 1.31 $ 1.31 Three Months Ended September 30, 2016 Limited Partner Common Units Limited Partner Subordinated Units General Partner Total Net income: Distributions declared $ 6,682 $ 6,674 $ 273 $ 13,629 Earnings in excess of distributions 280 279 11 570 Total net income $ 6,962 $ 6,953 $ 284 $ 14,199 Weighted-average units outstanding - basic and diluted 15,910 15,890 Earnings per limited partner unit - basic and diluted $ 0.44 $ 0.44 Nine Months Ended September 30, 2016 Limited Partner Common Units Limited Partner Subordinated Units General Partner Total Net income: Distributions declared $ 19,643 $ 19,624 $ 802 $ 40,069 Earnings in excess of distributions 143 146 5 294 Total net income $ 19,786 $ 19,770 $ 807 $ 40,363 Weighted-average units outstanding - basic and diluted 15,902 15,890 Earnings per limited partner unit - basic and diluted $ 1.24 $ 1.24 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Taxes [Abstract] | |
Income Taxes | 7. 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 based upon the technical merits of the position, and measures the maximum benefit and degree of likelihood to determine the tax liability in the financial statements. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 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, lease expense is based on a straight-line amortization of total payments required over the term of the lease, which resulted in a deferred lease liability of $ 784 thousand and $ 739 thousand as of September 30, 2017 and December 31, 2016 , respectively. The partnership incurred lease expenses of $5.5 million and $ 17.2 million during the three and nine months ended September 30, 2017 respectively, and $6.1 million and $18.7 million during the three and nine months ended September 30, 2016. 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 $ 6,176 2018 17,196 2019 12,154 2020 9,793 2021 4,294 Thereafter 2,769 Total $ 52,382 In accordance with the amended storage and throughput agreement with Green Plains Trade, Green Plains Trade is obligated to throughput a minimum of 296.6 mmg per calendar quarter at the partnership’s storage facilities and pay $.05 per gallon on all volume it throughputs. The partnership charged Green Plains Trade a deficiency payment in the amount of $1.0 million related to the minimum volume commitment for the three months ended June 30, 2017, which was recorded as unearned revenue as of June 30, 2017. The payment was available to be applied as a credit towards future volume throughput in excess of the minimum volume commitment during the subsequent four quarters. For the three months ended September 30, 2017, Green Plains Trade exceeded the minimum volume commitment and received a credit of $0.8 million related to the prior period deficiency charge. The remaining $0.2 million of unearned revenue associated with the prior period deficiency charge may be applied in the next three quarters against receivables associated with storage throughput charges to Green Plains Trade in excess of its minimum volume commitment . The partnership also has minimum volume commitment terminal agreements with other customers at various rates. Minimum operating lease revenues under these agreement s for the remainder of 2017 and in future years are as follows (in thousands): Year Ending December 31, Amount 2017 $ 15,091 2018 59,365 2019 59,320 2020 59,320 2021 59,320 Thereafter 207,620 Total $ 460,036 In accordance with the amended rail transportation services agreement with Green Plains Trade, Green Plains Trade is required to pay the rail transportation services fee for railcar volumetric capacity provided by the partnership. Under the terms of the agreement, Green Plains Trade is not required to pay for volumetric capacity that is not available due to inspections, upgrades, or routine repairs and maintenance. As a result, the actual volumetric capacity billed may fluctuate based on the amount of volumetric capacity available for use during any applicable period. Anticipated minimum operating lease revenues under this agreement for the remainder of 2017 and in future years are as follows (in thousands): Year Ending December 31, Amount 2017 $ 7,511 2018 22,727 2019 16,651 2020 14,274 2021 7,747 Thereafter 5,205 Total $ 74,115 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 dates. The partnership exceeded all minimum commitments under these agreements during the three and nine months ended September 30, 2017 and 2016 . Aggregate minimum payments under these agreements for the remainder of 2017 and in future years are as follows (in thousands): Year Ending December 31, Amount 2017 $ 297 2018 1,090 2019 1,154 2020 240 2021 156 Thereafter 156 Total $ 3,093 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 | 9 Months Ended |
Sep. 30, 2017 | |
Major Customers [Abstract] | |
Major Customers | 9 . MAJOR CUSTOMERS Revenue from Green Plains Trade Group was $24.7 million and $74.0 million for the three and nine months ended September 30, 2017 , respectively, and $24.1 million and $69.4 million for the three and nine months ended September 30, 2016 , respectively, which exceed s 10% of the partnership's total revenue. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 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 $1.0 million and $3.1 million for the three and nine months ended September 30, 2017 , respectively, and $0.9 million and $2.7 million for the three and nine months ended September 30, 2016 , res pectively . In addition, the partnership reimburses Green Plains for wages and benefits of employees 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 its 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 assets; 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, the 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, that 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 transportation services agreement, expiring on June 30, 2025; · 1 -year trucking transportation agreement; · Terminal services agreement for the Birmingham, Alabama unit train terminal, expiring December 31, 2019; and · Various 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 volumetric 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, the partnership will charge Green Plains Trade 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 charged Green Plains Trade a deficiency payment in the amount of $1.0 million related to the minimum volume commitment for the three mont hs ended June 30, 2017, which was recorded as unearned revenue as of June 30, 2017. During the three months ended September 30, 2017, Green Plains Trade exceeded the minimum volume commitment and received a credit of $0.8 million related to the prior period deficiency charge. The remaining $0.2 million of unearned revenue associated with the prior period deficiency charge may be applied in the next three quarters against receivables associated with storage throughput charges to Green Plains Trade in excess of its minimum volume commitment. 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. The partnership’s leased railcar fleet consisted of approximately 3,500 railcars as of September 30, 2017 . During the three and nine months ended September 30, 2017 , the average monthly fee was approximately $0.0259 and $0.0269 per gallon, respectively, for the railcar volumetric capacity provided by the partnership, which was 95.1 mmg and 91.9 mmg, respectively. During the three and nine months ended September 30, 2016, the average monthly fee was approximately $0.0328 and $0.0343 per gallon, respectively , for the railcar volumetric capacity provided by the partnership, which was 79.2 mmg and 76.4 mmg, respectively. Green Plains Trade is also obligated to use the partnership for logistical operations management and other services related to railcar volumetric capacity provided by Green Plains Trade, which was approximately 6.5 mmg for the three and nine months ended September 30, 2017 . Green Plains Trade is obligated to pay a monthly fee of approximately $0.0013 per gallon for these services. In addition, 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 third-party common carriers. Green Plains Trade frequently contracts with the partnership for additional railcar volumetric capacity during the normal c ourse 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 ed the same as the initial agreement, as previously amended. Under the trucking transportation agreement, Green Plains Trade pays the partnership for use of the partnership’s 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 obli gated 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, effective January 1, 2017, through December 31, 2019, Green Plains Trade is obligated to throughput a minimum volume commitment of approximately 2.8 mmg per month and pay associated throughput fees, as well as fees for ancillary services. Green Plains Trade met the minimum volume commitment related to this agreement during the three and nine months ended September 30, 2017 and 2016 . The partnership recorded revenues from Green Plains Trade under the storage and throughput agreement and rail transportation agreement of $22.8 million and $67.9 million for th e three and nine months ended September 30, 2017 , respectively, and $22.5 million and $64.5 million for the three and nine months ended September 30, 2016 . The partnership recorded revenues from Green Plains Trade related to trucking and terminal services of $1.9 million and $6.1 million for the three and nine months ended September 30, 2017 , respectively , and $1.6 million and $4.9 million for the three and nine months ended September 30, 2016 , respectively. The partnership incurs expenses charged by a subsidiary of the parent for cleaning of its storage tanks. The partnership incurred tank cleaning expense of $36 thousand and $53 thousand for the three and nine months ended September 30, 2017, respectively, and $8 thousand and $29 thousand for the three and nine months ended September 30, 2016, respectively, for these services. The partnership distributed $9.4 million and $27.6 million to Green Plains related to the quarterly cash distribution paid for the three and nine months ended September 30, 2017 , respectively, and $8.6 million and $25.5 million for the three and nine months ended September 30, 2016 , respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. SUBSEQUENT EVENTS On October 2 7 , 2017, the partnership upsized its revolving credit facility by $40 million , from $155 million to $195 million, by accessing a portion of the $100 million incremental commitment in place on the facility . |
Basis of Presentation, Descri17
Basis of Presentation, Description of Business and Summary of Significant Accounting Policies (Policy) | 9 Months Ended |
Sep. 30, 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 on Form 10-K for the year ended December 31, 2016. 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, on 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 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 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. On July 11, 2017, the partnership contributed $1.3 million to NLR Energy Logistics LLC, a 50/50 joint venture with Delek Renewables LLC, which was formed in February 2017 to build an ethanol unit train terminal in the Little Rock, Arkansas area with capacity to unload 110 -car unit trains and provide approximately 100,000 barrels of storage. The partnership and Delek Renewables LLC have equal board representation and voting rights in the joint venture. The investment is accounted for using the equity method of accounting. Under this method, an investment is recorded at the acquisition cost plus the partnership’s share of equity in undistributed earnings or losses since acquisition, and reduced by distributions received and the amortization of excess net investment. Upon commencement of operations, the partnership’s proportionate share of the equity investments’ earnings or losses will be reported on a one-month lag as a separate line item in the consolidated financial statements. Construction of the terminal is expected to be completed during the first quarter of 2018 at a total cost of approximately $7.0 million. |
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 primarily 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 of an arrangement exists; services have been provided; the price is fixed and determinable; and collectability is reasonably assured. The partnership derives revenues when product is delivered to the customer from its storage tanks and fuel terminals, when railcar volumetric capacity is provided, and when truck 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 volumetric capacity used for storage or transport. Under the storage and throughput agreement, if Green Plains Trade fails to meet its minimum volume commitment during any quarter, the partnership will charge Green Plains Trade 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. In the event a deficiency payment is charged, the partnership records a liability for unearned revenue in the amount of the credit that may be used in future periods. The partnership recognizes revenue and relieves the liability when credits are utilized or expire during the subsequent four quarters. Under certain terminal services agreements with Green Plains Trade and other customers, minimum volume commitments are applicable to volumes throughput at the partnership’s terminals. If Green Plains Trade or other customers fail to meet their minimum volume commitments during the applicable term, a deficiency payment equal to the deficient volume multiplied by the applicable fee will be charged. Deficiency payments related to the partnership’s terminal services revenue may not be utilized as credits toward future volumes. The partnership recognizes revenue under these agreements when risk of loss is transferred with product delivery to the customer, and when a deficiency payment is charged. Under the partnership’s rail transportation services agreement, Green Plains Trade is required to pay the partnership fees for the minimum railcar volumetric capacity provided, regardless of utilization of that capacity. However, Green Plains Trade is not charged for railcar volumetric capacity that is not available for use due to inspections, upgrades or routine repairs and maintenance. Revenue is recognized based on the fee associated with the average daily railcar volumetric capacity provided in the applicable period. As a result of these take-or-pay minimum volume and capacity commitments, 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. Please refer to Note 9 – Major Customers Transactions and Note 10 – Related Party Transactions to the consolidated financial statements for additional information . |
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 incurred if it can be reasonably estimated, which is subsequently adjusted for accretion expense. 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, such as the amount or timing of estimated cash flows, could increase or decrease the AROs. The partnership’s AROs are based on legal obligations to perform remedial activity related to land, machinery and equipment when certain operating leases expire. |
Equity Method Investments | Equity Method Investments The partnership accounts for investments in which the partnership exercises significant influence using the equity method so long as the partnership (i) do es not control the investee and (ii) is not the primary beneficiary. The partnership recognizes these investments in the consolidated balance sheets as equity investments . The partnership will recognize its proportionate share of earnings or loss on a one-month lag as a separate line item in the consolidated statements of operations. The partnership recognizes losses in the value of equity method investees when there is evidence of an other-than-temporary decrease in value . Evidence of a loss might include , but would not necessarily be limited to, the in ability to recover the carrying amount of the investment or the inability of the equity method investee to sustain an earnings capacity that justifies the carry ing amount of the investment. The current fair value of an investment that is less than its carrying amount may indicate a loss in value of the investment. The partnership evaluates equity method investments when there is evidence an investment may be impaired . Distributions paid to the partnership from unconsolidated affiliates are classified as operating a ctivities in the consolidated statements of c ash f lows until the cumulative distributions exceed the partnership’s proportionate share of income from the unconsolidated affiliate since the date of initial investment. The amount of cumulative distributions paid to the partnership that exceeds the cumulative proportionate share of income in each period re presents a return of investment, which is classified as an investing activity in the consolidated s tatements of cash f lows. |
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 related to 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 for tax withholding purposes without triggering liability accounting, and make a policy election to account for forfeitures as they occur. The amended guidance was applied prospectively, and the election was made to account for forfeitures as they occur. Implementation of the amended guidance did not have an impact on the consolidated financial statements. Effective January 1, 2018, the partnership will adopt the amended guidance in ASC Topic 606, Revenue from Contracts with Customers . ASC Topic 606 is designed to create improved revenue recognition and disclosure comparability in financial statements. The provisions of ASC Topic 606 include a five-step process by which an entity will determine revenue recognition, depicting the transfer of goods or services to customers in amounts which reflect the payment an entity expects to be entitled to in exchange for goods or services. The new guidance requires the company to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, the company satisfies the performance obligation. In addition, ASC Topic 606 requires certain disclosures about contracts with customers and provides comprehensive guidance for transactions such as service revenue, contract modifications and multiple-element arrangements. The new standard is effective for fiscal years and interim periods within those years, beginning after December 15, 2017, and allows for early adoption. The partnership completed a comparison of the current revenue recognition policies to ASC Topic 606 requirements for each of the partnership’s major revenue categories. Results indicate that the majority of the partnership's contracts are outside the scope of ASC Topic 606 and will continue to be accounted for under ASC Topic 840, Leases . Contracts within the scope of ASC Topic 606 will continue to be recognized at a point in time, and the number of performance obligations and the accounting for variable consideration are not expected to differ significantly from current practice. The partnership has not identified any material differences in the amount and timing of revenue recognition for the major revenue categories reviewed to date. ASC Topic 606 requires the partnership’s revenue recognition policy disclosure to include additional detail regarding the performance obligations with respect to the nature, amount, timing, and estimates of revenue and cash flows generated from the partnership’s contracts with customers. ASC Topic 606 also requires disclosure of significant changes in contract asset and contract liability balances between periods and the amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied as of the end of the reporting period, when applicable. ASC Topic 606 may be adopted retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. The partnership anticipates adopting the amended guidance using the modified retrospective transition method. 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, requiring substantially all leases to be recognized by lessees on the balance sheet as a right-of-use asset and corresponding lease liability, including leases currently accounted for as operating leases. The new standard is effective for fiscal years and interim periods within those years, beginning after December 15, 2018, and allows for early adoption. The partnership has established a n implementation team to evaluate the impact of the new standard. The new standard will significantly increase right-of-use assets and lease liabilities on the partnership’s consolidated balance sheet, primarily due to operating leases that are currently not recognized on the balance sheet. The partnership is also evaluating the impact the new standard may have on revenue streams that are currently reported as operating lease revenue under GAAP. The partnership anticipates adopting the amended guidance using the modified retrospective transition method. Effective January 1, 2020, the partnership 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 equal to 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, would be recognized. The amended guidance will be applied prospectively. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 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) | 9 Months Ended |
Sep. 30, 2017 | |
Debt [Abstract] | |
Schedule of Long-Term Debt Repayments | Scheduled long ‑term debt repayments as of September 30, 2017 , are as follows (in thousands): Year Ending December 31, Amount 2017 $ - 2018 - 2019 - 2020 129,332 2021 668 Thereafter 7,100 Total $ 137,100 |
Unit-Based Compensation (Tables
Unit-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Unit-Based Compensation [Abstract] | |
Schedule of Non-vested Unit-based Award Activity | Non-Vested Units Weighted-Average Grant-Date Fair Value Weighted-Average Remaining Vesting Term (in years) Non-vested at December 31, 2016 15,009 $ 15.99 Granted 12,834 18.70 Forfeited (4,278) 18.70 Vested (15,009) 15.99 Non-vested at September 30, 2017 8,556 $ 18.70 0.8 |
Partners' Capital (Tables)
Partners' Capital (Tables) | 9 Months Ended |
Sep. 30, 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 (15,214) (5,795) (20,973) (857) (42,839) Net income 15,103 5,753 20,821 851 42,528 Unit-based compensation, including general partner net contributions 159 - - 3 162 Balance, September 30, 2017 $ 115,187 $ (38,695) $ (140,065) $ (742) $ (64,315) |
Rollforward of the Number of Common and Subordinated Limited Partner Units Outstanding | A roll forward of the number of common and subordinated limited partner units outstanding is as follows : Common Units- Common Units- Subordinated Units- Public Green Plains Green Plains Total Units, December 31, 2016 11,521,016 4,389,642 15,889,642 31,800,300 Units issued under the LTIP 12,834 - - 12,834 Units forfeited under the LTIP (4,278) - - (4,278) Units, September 30, 2017 11,529,572 4,389,642 15,889,642 31,808,856 |
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 and nine months ended September 30, 2017 and 2016 are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 General partner distribution $ 299 $ 273 $ 877 $ 802 Limited partners' distributions: Limited partner common units - public 5,305 4,839 15,564 14,222 Limited partner common units - Green Plains 2,020 1,843 5,926 5,421 Limited partner subordinated units - Green Plains 7,308 6,674 21,451 19,624 Total limited partners' distributions 14,633 13,356 42,941 39,267 Total cash distributions $ 14,932 $ 13,629 $ 43,818 $ 40,069 |
Earnings Per Unit (Tables)
Earnings Per Unit (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2017 Limited Partner Common Units Limited Partner Subordinated Units General Partner Total Net income: Distributions declared $ 7,325 $ 7,308 $ 299 $ 14,932 Earnings less than distributions (228) (229) (9) (466) Total net income $ 7,097 $ 7,079 $ 290 $ 14,466 Weighted-average units outstanding - basic and diluted 15,922 15,890 Earnings per limited partner unit - basic and diluted $ 0.45 $ 0.45 Nine Months Ended September 30, 2017 Limited Partner Common Units Limited Partner Subordinated Units General Partner Total Net income: Distributions declared $ 21,490 $ 21,451 $ 877 $ 43,818 Earnings less than distributions (634) (630) (26) (1,290) Total net income $ 20,856 $ 20,821 $ 851 $ 42,528 Weighted-average units outstanding - basic and diluted 15,914 15,890 Earnings per limited partner unit - basic and diluted $ 1.31 $ 1.31 Three Months Ended September 30, 2016 Limited Partner Common Units Limited Partner Subordinated Units General Partner Total Net income: Distributions declared $ 6,682 $ 6,674 $ 273 $ 13,629 Earnings in excess of distributions 280 279 11 570 Total net income $ 6,962 $ 6,953 $ 284 $ 14,199 Weighted-average units outstanding - basic and diluted 15,910 15,890 Earnings per limited partner unit - basic and diluted $ 0.44 $ 0.44 Nine Months Ended September 30, 2016 Limited Partner Common Units Limited Partner Subordinated Units General Partner Total Net income: Distributions declared $ 19,643 $ 19,624 $ 802 $ 40,069 Earnings in excess of distributions 143 146 5 294 Total net income $ 19,786 $ 19,770 $ 807 $ 40,363 Weighted-average units outstanding - basic and diluted 15,902 15,890 Earnings per limited partner unit - basic and diluted $ 1.24 $ 1.24 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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 $ 6,176 2018 17,196 2019 12,154 2020 9,793 2021 4,294 Thereafter 2,769 Total $ 52,382 |
Summary of Minimum Future Rental Revenue | In accordance with the amended storage and throughput agreement with Green Plains Trade, Green Plains Trade is obligated to throughput a minimum of 296.6 mmg per calendar quarter at the partnership’s storage facilities and pay $.05 per gallon on all volume it throughputs. The partnership charged Green Plains Trade a deficiency payment in the amount of $1.0 million related to the minimum volume commitment for the three months ended June 30, 2017, which was recorded as unearned revenue as of June 30, 2017. The payment was available to be applied as a credit towards future volume throughput in excess of the minimum volume commitment during the subsequent four quarters. For the three months ended September 30, 2017, Green Plains Trade exceeded the minimum volume commitment and received a credit of $0.8 million related to the prior period deficiency charge. The remaining $0.2 million of unearned revenue associated with the prior period deficiency charge may be applied in the next three quarters against receivables associated with storage throughput charges to Green Plains Trade in excess of its minimum volume commitment . The partnership also has minimum volume commitment terminal agreements with other customers at various rates. Minimum operating lease revenues under these agreement s for the remainder of 2017 and in future years are as follows (in thousands): Year Ending December 31, Amount 2017 $ 15,091 2018 59,365 2019 59,320 2020 59,320 2021 59,320 Thereafter 207,620 Total $ 460,036 |
Schedule of Aggregate Minimum Service Payments | Aggregate minimum payments under these agreements for the remainder of 2017 and in future years are as follows (in thousands): Year Ending December 31, Amount 2017 $ 297 2018 1,090 2019 1,154 2020 240 2021 156 Thereafter 156 Total $ 3,093 |
Scenario, Plan [Member] | |
Summary of Minimum Future Rental Revenue | Anticipated minimum operating lease revenues under this agreement for the remainder of 2017 and in future years are as follows (in thousands): Year Ending December 31, Amount 2017 $ 7,511 2018 22,727 2019 16,651 2020 14,274 2021 7,747 Thereafter 5,205 Total $ 74,115 |
Basis of Presentation, Descri24
Basis of Presentation, Description of Business and Summary of Significant Accounting Policies (Details) $ in Thousands, gal in Billions | Sep. 23, 2016USD ($)property | Jan. 01, 2016USD ($) | Sep. 30, 2017USD ($)segmentitembblgal | Sep. 30, 2016USD ($) | Jun. 30, 2018USD ($) |
Basis of Presentation and Significant Accounting Policies [Line Items] | |||||
Contribution to joint venture | $ 1,284 | ||||
Acquisition of business, net of cash acquired | $ 90,000 | ||||
Number of reportable segments | segment | 1 | ||||
NLR Energy Logistics LLC [Member] | |||||
Basis of Presentation and Significant Accounting Policies [Line Items] | |||||
Contribution to joint venture | $ 1,300 | ||||
Equity Method Investment, Ownership Percentage | 50.00% | ||||
Number of train car units | item | 110 | ||||
Number of barrels of storage | bbl | 100,000 | ||||
NLR Energy Logistics LLC [Member] | Scenario, Forecast [Member] | |||||
Basis of Presentation and Significant Accounting Policies [Line Items] | |||||
Construction costs | $ 7,000 | ||||
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 | Sep. 30, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||
Partners' capital effect | $ (64,315) | $ (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 | 9 Months Ended | |
Sep. 30, 2017USD ($) | Sep. 30, 2017USD ($) | 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 | 137,000 | 137,000 | $ 173,000 |
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | 155,000,000 | 155,000,000 | |
Additional amount available under credit facility without consent of the lenders | 100,000,000 | 100,000,000 | |
Sublimit available for swing line loans under credit facility | 30,000,000 | 30,000,000 | |
Sublimit available for letters of credit under credit facility | $ 30,000,000 | $ 30,000,000 | |
Revolving credit facility average interest rate | 3.74% | 3.74% | |
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 | $ 129,000,000 | $ 129,000,000 | $ 129,000,000 |
Minimum [Member] | Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Net leverage ratio, basis points per annum | 0.35 | 0.35 | |
Interest coverage ratio | 2.75 | 2.75 | |
Maximum [Member] | Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Net leverage ratio, basis points per annum | 0.50 | 0.50 | |
Net leverage ratio | 3.50 | 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 | Sep. 30, 2017USD ($) |
Debt [Abstract] | |
2,017 | $ 0 |
2,018 | 0 |
2,019 | 0 |
2,020 | 129,332 |
2,021 | 668 |
Thereafter | 7,100 |
Total | $ 137,100 |
Unit-Based Compensation (Narrat
Unit-Based Compensation (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized | 2,500,000 | 2,500,000 | ||
Unrecognized compensation costs | $ 120 | $ 120 | ||
Restricted Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost (benefit) | 40 | $ 60 | $ 159 | $ 82 |
Restricted Units Forfeited [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost (benefit) | $ (14) | $ (15) |
Unit-Based Compensation (Schedu
Unit-Based Compensation (Schedule of Non-vested Unit-based Award Activity) (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Unit-Based Compensation [Abstract] | |
Non-Vested Units, Non-vested at beginning of period | shares | 15,009 |
Non-Vested Units, Granted | shares | 12,834 |
Non-Vested Units, Forfeited | shares | (4,278) |
Non-Vested Units, Vested | shares | (15,009) |
Non-Vested Units, Non-vested at end of period | shares | 8,556 |
Weighted-Average Grant-Date Fair Value, Non-vested at beginning of period | $ / shares | $ 15.99 |
Weighted-Average Grant-Date Fair Value, Granted | $ / shares | 18.70 |
Weighted-Average Grant-Date Fair Value, Forfeited | $ / shares | 18.70 |
Weighted-Average Grant-Date Fair Value, Vested | $ / shares | 15.99 |
Weighted-Average Grant-Date Fair Value, Non-vested at end of period | $ / shares | $ 18.70 |
Weighted-Average Remaining Vesting Term (in years) | 9 months 18 days |
Partners' Capital (Narrative) (
Partners' Capital (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 19, 2017 | Aug. 11, 2017 | May 15, 2017 | Feb. 14, 2017 |
Limited Partners' Capital Account [Line Items] | ||||
Quarterly distribution declared, per unit | $ 0.45 | $ 0.44 | $ 0.43 | |
Quarterly cash distribution declared | $ 14.6 | $ 14.3 | $ 14 | |
Subsequent Event [Member] | ||||
Limited Partners' Capital Account [Line Items] | ||||
Quarterly distribution declared, per unit | $ 0.46 | |||
Quarterly cash distribution declared | $ 14.9 |
Partners' Capital (Schedule of
Partners' Capital (Schedule of Components of Partners' Capital) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||
Balance, Beginning period | $ (64,166) | |||
Quarterly cash distribution to unitholders | (42,839) | |||
Net income | $ 14,466 | $ 14,199 | 42,528 | $ 40,363 |
Unit-based compensation, including general partner net contributions | 162 | |||
Balance, Ending period | (64,315) | (64,315) | ||
General Partner [Member] | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||
Balance, Beginning period | (739) | |||
Quarterly cash distribution to unitholders | (857) | |||
Net income | 290 | 284 | 851 | 807 |
Unit-based compensation, including general partner net contributions | 3 | |||
Balance, Ending period | (742) | (742) | ||
Common Units - Public [Member] | Limited Partners [Member] | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||
Balance, Beginning period | 115,139 | |||
Quarterly cash distribution to unitholders | (15,214) | |||
Net income | 15,103 | |||
Unit-based compensation, including general partner net contributions | 159 | |||
Balance, Ending period | 115,187 | 115,187 | ||
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 | (5,795) | |||
Net income | 5,753 | |||
Balance, Ending period | (38,695) | (38,695) | ||
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 | (20,973) | |||
Net income | 7,079 | $ 6,953 | 20,821 | $ 19,770 |
Balance, Ending period | $ (140,065) | $ (140,065) |
Partners' Capital (Rollforward
Partners' Capital (Rollforward of the Number of Common and Subordinated Limited Partner Units Outstanding) (Details) | 9 Months Ended |
Sep. 30, 2017shares | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |
Units, Beginning of period | 31,800,300 |
Units issued under the LTIP | 12,834 |
Units forfeited under the LTIP | (4,278) |
Units, End of period | 31,808,856 |
Common Units - Public [Member] | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |
Units, Beginning of period | 11,521,016 |
Units issued under the LTIP | 12,834 |
Units forfeited under the LTIP | (4,278) |
Units, End of period | 11,529,572 |
Common Units - Green Plains [Member] | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |
Units, Beginning of period | 4,389,642 |
Units, End of period | 4,389,642 |
Subordinated Units - Green Plains [Member] | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |
Units, Beginning of period | 15,889,642 |
Units, End of period | 15,889,642 |
Partners' Capital (Schedule All
Partners' Capital (Schedule Allocation of Total Cash Distributions to the General and Limited Partners) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Distribution Made to Limited Partner [Line Items] | ||||
Cash distribution | $ 14,932,000 | $ 13,629,000 | $ 43,818,000 | $ 40,069,000 |
General Partner [Member] | ||||
Distribution Made to Limited Partner [Line Items] | ||||
Cash distribution | 299,000 | 273,000 | 877,000 | 802,000 |
Limited Partners [Member] | ||||
Distribution Made to Limited Partner [Line Items] | ||||
Cash distribution | 14,633,000 | 13,356,000 | 42,941,000 | 39,267,000 |
Limited Partners [Member] | Common Units - Public [Member] | ||||
Distribution Made to Limited Partner [Line Items] | ||||
Cash distribution | 5,305,000 | 4,839,000 | 15,564,000 | 14,222,000 |
Limited Partners [Member] | Common Units - Green Plains [Member] | ||||
Distribution Made to Limited Partner [Line Items] | ||||
Cash distribution | 2,020,000 | 1,843,000 | 5,926,000 | 5,421,000 |
Limited Partners [Member] | Subordinated Units - Green Plains [Member] | ||||
Distribution Made to Limited Partner [Line Items] | ||||
Cash distribution | $ 7,308,000 | $ 6,674,000 | $ 21,451,000 | $ 19,624,000 |
Earnings Per Unit (Narrative) (
Earnings Per Unit (Narrative) (Details) | 9 Months Ended |
Sep. 30, 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 | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Unit [Line Items] | ||||
Distributions declared | $ 14,932,000 | $ 13,629,000 | $ 43,818,000 | $ 40,069,000 |
Earnings (less than) in excess of distributions | (466,000) | 570,000 | (1,290,000) | 294,000 |
Net income attributable to the partnership | 14,466,000 | 14,199,000 | 42,528,000 | 40,363,000 |
Limited Partners [Member] | ||||
Earnings Per Unit [Line Items] | ||||
Distributions declared | 14,633,000 | 13,356,000 | 42,941,000 | 39,267,000 |
General Partner [Member] | ||||
Earnings Per Unit [Line Items] | ||||
Distributions declared | 299,000 | 273,000 | 877,000 | 802,000 |
Earnings (less than) in excess of distributions | (9,000) | 11,000 | (26,000) | 5,000 |
Net income attributable to the partnership | 290,000 | 284,000 | 851,000 | 807,000 |
Common Units [Member] | Limited Partners [Member] | ||||
Earnings Per Unit [Line Items] | ||||
Distributions declared | 7,325,000 | 6,682,000 | 21,490,000 | 19,643,000 |
Earnings (less than) in excess of distributions | (228,000) | 280,000 | (634,000) | 143,000 |
Net income attributable to the partnership | $ 7,097,000 | $ 6,962,000 | $ 20,856,000 | $ 19,786,000 |
Weighted average limited partner units outstanding (basic and diluted) | 15,922 | 15,910 | 15,914 | 15,902 |
Earnings per limited partner unit (basic and diluted) | $ 0.45 | $ 0.44 | $ 1.31 | $ 1.24 |
Subordinated Units - Green Plains [Member] | Limited Partners [Member] | ||||
Earnings Per Unit [Line Items] | ||||
Distributions declared | $ 7,308,000 | $ 6,674,000 | $ 21,451,000 | $ 19,624,000 |
Earnings (less than) in excess of distributions | (229,000) | 279,000 | (630,000) | 146,000 |
Net income attributable to the partnership | $ 7,079,000 | $ 6,953,000 | $ 20,821,000 | $ 19,770,000 |
Weighted average limited partner units outstanding (basic and diluted) | 15,890 | 15,890 | 15,890 | 15,890 |
Earnings per limited partner unit (basic and diluted) | $ 0.45 | $ 0.44 | $ 1.31 | $ 1.24 |
Commitments and Contingencies37
Commitments and Contingencies (Narrative) (Details) $ in Thousands, gal in Millions | Jul. 01, 2015$ / galgal | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2016USD ($) |
Other Commitments [Line Items] | |||||||
Deferred lease liability | $ 784 | $ 784 | $ 739 | ||||
Lease expenses | 5,500 | $ 6,100 | 17,200 | $ 18,700 | |||
Fee-based Storage and Throughput Agreement [Member] | Green Plains Trade [Member] | |||||||
Other Commitments [Line Items] | |||||||
Deficiency payment | 200 | 200 | $ 1,000 | ||||
Deficiency payment credit | $ 800 | $ 800 | |||||
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 | 296.6 | ||||||
Throughput, price per gallon | $ / gal | 0.05 |
Commitments and Contingencies38
Commitments and Contingencies (Schedule of Aggregate Minimum Lease Payments) (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Commitments and Contingencies [Abstract] | |
2,017 | $ 6,176 |
2,018 | 17,196 |
2,019 | 12,154 |
2,020 | 9,793 |
2,021 | 4,294 |
Thereafter | 2,769 |
Total | $ 52,382 |
Commitments and Contingencies39
Commitments and Contingencies (Summary of Minimum Future Rental Revenue) (Details) $ in Thousands | Sep. 30, 2017USD ($) |
2,017 | $ 15,091 |
2,018 | 59,365 |
2,019 | 59,320 |
2,020 | 59,320 |
2,021 | 59,320 |
Thereafter | 207,620 |
Total | 460,036 |
Scenario, Plan [Member] | |
2,017 | 7,511 |
2,018 | 22,727 |
2,019 | 16,651 |
2,020 | 14,274 |
2,021 | 7,747 |
Thereafter | 5,205 |
Total | $ 74,115 |
Commitments and Contingencies40
Commitments and Contingencies (Schedule of Aggregate Minimum Service Payments) (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Commitments and Contingencies [Abstract] | |
2,017 | $ 297 |
2,018 | 1,090 |
2,019 | 1,154 |
2,020 | 240 |
2,021 | 156 |
Thereafter | 156 |
Total | $ 3,093 |
Major Customers (Details)
Major Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue, Major Customer [Line Items] | ||||
Revenues | $ 26,449 | $ 26,205 | $ 78,743 | $ 75,487 |
Green Plains Trade Group LLC [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Revenues | $ 24,700 | $ 24,100 | $ 74,000 | $ 69,400 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands, gal in Millions | Jul. 01, 2015$ / galgal | Sep. 30, 2017USD ($)$ / galitemgal | Sep. 30, 2016USD ($)$ / galgal | Sep. 30, 2017USD ($)$ / galitemgal | Sep. 30, 2016USD ($)$ / galgal | Nov. 29, 2016 | Jun. 30, 2017USD ($) |
Related Party Transaction [Line Items] | |||||||
Shared services expenses | $ 1,000 | $ 900 | $ 3,100 | $ 2,700 | |||
Revenue from related parties | 24,748 | 24,139 | 74,019 | 69,445 | |||
Tank cleaning expense | 36 | 8 | 53 | 29 | |||
Green Plains Inc. [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Distribution to Green Plains | 9,400 | 8,600 | 27,600 | 25,500 | |||
Green Plains Trade [Member] | Fee-based Storage and Throughput and Rail Transporatation Agreements [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 22,800 | $ 22,500 | 67,900 | $ 64,500 | |||
Green Plains Trade [Member] | Fee-based Storage and Throughput Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Deficiency payment | 200 | 200 | $ 1,000 | ||||
Deferred Revenue Credit | $ 800 | $ 800 | |||||
Green Plains Trade [Member] | Fee-based Rail Transportation Services Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Service agreement, term | 10 years | 6 years | |||||
Railcar volumetric capacity, average monthly fee, price per gallon | $ / gal | 0.0259 | 0.0328 | 0.0269 | 0.0343 | |||
Railcar volumetric capacity (in gallons) | gal | 95.1 | 79.2 | 91.9 | 76.4 | |||
Number of railcars in fleet | item | 3,500 | 3,500 | |||||
Logistical operations management and other services, monthly fee, price per gallon | $ / gal | 0.0013 | ||||||
Green Plains Trade [Member] | Fee-based Rail Transportation Services Agreement, Logistical Operations Management And Other Services [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Railcar volumetric capacity (in gallons) | gal | 6.5 | 6.5 | |||||
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 | ||||||
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 | $ 1,900 | $ 1,600 | $ 6,100 | $ 4,900 | |||
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 | 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 |
Subsequent Events (Details)
Subsequent Events (Details) - Revolving Credit Facility [Member] - USD ($) | Oct. 27, 2017 | Sep. 30, 2017 |
Debt Instrument, Face Amount | $ 155,000,000 | |
Line of Credit Facility, Additional Amount Available Without Consent of Lenders | $ 100,000,000 | |
Subsequent Event [Member] | ||
Line Of Credit Facility Additional Amount Of Increase Without Consent Of Lenders | $ 40,000,000 | |
Debt Instrument, Face Amount | $ 195,000,000 |