Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Jul. 27, 2018 | |
Document type | 10-Q | |
Amendment flag | false | |
Document period end date | Jun. 30, 2018 | |
Document fiscal period focus | Q2 | |
Document fiscal year focus | 2,018 | |
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 | 15,940,789 | |
Subordinated Units - Green Plains [Member] | ||
Entity common stock, shares outstanding | 15,889,642 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 268 | $ 502 |
Accounts receivable | 1,223 | 2,640 |
Accounts receivable from affiliates | 18,978 | 17,334 |
Amortizable lease costs | 96 | |
Prepaid expenses and other | 1,059 | 1,062 |
Total current assets | 21,528 | 21,634 |
Property and equipment, net of accumulated depreciation and amortization of $31,199 and $28,977, respectively | 47,241 | 48,305 |
Goodwill | 10,598 | 10,598 |
Investment in equity method investees | 3,443 | 2,237 |
Note receivable | 8,100 | 8,100 |
Other assets | 1,281 | 1,394 |
Total assets | 92,191 | 92,268 |
Current liabilities | ||
Accounts payable | 6,353 | 5,854 |
Accounts payable to affiliates | 3,511 | 2,106 |
Accrued and other liabilities | 6,415 | 6,684 |
Asset retirement obligations | 307 | 192 |
Unearned revenue | 928 | 1,222 |
Total current liabilities | 17,514 | 16,058 |
Long-term debt | 136,900 | 134,875 |
Deferred lease liability | 819 | 797 |
Asset retirement obligations | 3,390 | 3,384 |
Total liabilities | 158,623 | 155,114 |
Commitments and contingencies (Note 8) | ||
Partners' capital | ||
Total partners' capital | (66,432) | (62,846) |
Total liabilities and partners' capital | 92,191 | 92,268 |
General Partner [Member] | ||
Partners' capital | ||
Total partners' capital | (908) | (712) |
Common Units - Public [Member] | Limited Partners [Member] | ||
Partners' capital | ||
Total partners' capital | 114,594 | 115,747 |
Common Units - Green Plains [Member] | Limited Partners [Member] | ||
Partners' capital | ||
Total partners' capital | (38,989) | (38,505) |
Subordinated Units - Green Plains [Member] | Limited Partners [Member] | ||
Partners' capital | ||
Total partners' capital | $ (141,129) | $ (139,376) |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Property and equipment, accumulated depreciation | $ 31,199 | $ 28,977 |
Common Units - Public [Member] | Limited Partners [Member] | ||
Units issued | 11,532,565 | 11,532,565 |
Units outstanding | 11,532,565 | 11,532,565 |
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 | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues | ||||
Total revenues | $ 25,840 | $ 25,065 | $ 51,725 | $ 52,294 |
Operating expenses | ||||
Operations and maintenance (excluding depreciation and amortization reflected below) | 7,893 | 8,284 | 16,303 | 16,815 |
General and administrative | 1,179 | 1,124 | 2,580 | 2,336 |
Depreciation and amortization | 1,105 | 1,247 | 2,286 | 2,501 |
Total operating expenses | 10,177 | 10,655 | 21,169 | 21,652 |
Operating income | 15,663 | 14,410 | 30,556 | 30,642 |
Other income (expense) | ||||
Interest income | 20 | 21 | 40 | 41 |
Interest expense | (1,811) | (1,301) | (3,382) | (2,529) |
Other | 75 | |||
Total other expense | (1,791) | (1,280) | (3,267) | (2,488) |
Income before income taxes and loss from equity method investees | 13,872 | 13,130 | 27,289 | 28,154 |
Income tax expense | (33) | (45) | (65) | (92) |
Loss from equity method investees | (117) | (130) | ||
Net income | 13,722 | 13,085 | 27,094 | 28,062 |
Net income attributable to partners' ownership interests | 13,722 | 13,085 | 27,094 | 28,062 |
Affiliate [Member] | ||||
Revenues | ||||
Total revenues | 24,220 | 23,514 | 48,477 | 49,271 |
Non-affiliate [Member] | ||||
Revenues | ||||
Total revenues | 1,620 | 1,551 | 3,248 | 3,023 |
General Partner [Member] | ||||
Other income (expense) | ||||
Net income attributable to partners' ownership interests | 275 | 262 | 542 | 561 |
Limited Partners [Member] | Common Units [Member] | ||||
Other income (expense) | ||||
Net income attributable to partners' ownership interests | $ 6,730 | $ 6,416 | $ 13,289 | $ 13,759 |
Earnings per limited partner unit (basic and diluted): | ||||
Earnings per limited partner unit (basic and diluted) | $ 0.42 | $ 0.40 | $ 0.83 | $ 0.86 |
Weighted average limited partner units outstanding (basic and diluted): | ||||
Weighted average limited partner units outstanding (basic and diluted) | 15,922 | 15,910 | 15,922 | 15,910 |
Limited Partners [Member] | Subordinated Units - Green Plains [Member] | ||||
Other income (expense) | ||||
Net income attributable to partners' ownership interests | $ 6,717 | $ 6,407 | $ 13,263 | $ 13,742 |
Earnings per limited partner unit (basic and diluted): | ||||
Earnings per limited partner unit (basic and diluted) | $ 0.42 | $ 0.40 | $ 0.83 | $ 0.86 |
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 | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities | ||
Net income | $ 27,094 | $ 28,062 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 2,286 | 2,501 |
Accretion | 121 | 118 |
Amortization of debt issuance costs | 299 | 242 |
Increase in deferred lease liability | 22 | 30 |
Unit-based compensation | 120 | 119 |
Loss from equity method investees | 130 | |
Other | (1) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,417 | 714 |
Accounts receivable from affiliates | (1,644) | 3,273 |
Prepaid expenses and other assets | 3 | 176 |
Accounts payable and accrued liabilities | 32 | (985) |
Accounts payable to affiliates | 1,357 | (1,486) |
Other | 23 | 15 |
Net cash provided by operating activities | 31,259 | 32,779 |
Cash flows from investing activities: | ||
Purchases of property and equipment, net | (1,220) | (1,131) |
Contributions to equity method investees | (1,288) | |
Net cash used in investing activities | (2,508) | (1,131) |
Cash flows from financing activities: | ||
Payments of distributions | (30,800) | (28,231) |
Proceeds from revolving credit facility | 42,300 | 33,300 |
Payments on revolving credit facility | (40,300) | (34,400) |
Payments of loan fees | (185) | |
Net cash used in financing activities | (28,985) | (29,331) |
Net change in cash and cash equivalents | (234) | 2,317 |
Cash and cash equivalents, beginning of period | 502 | 622 |
Cash and cash equivalents, end of period | 268 | 2,939 |
Supplemental disclosures of cash flow | ||
Cash paid for income taxes | 124 | 143 |
Cash paid for interest | $ 2,986 | 2,314 |
Capital expenditures in accounts payable | $ 80 |
Basis of Presentation, Descript
Basis of Presentation, Description of Business and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
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 2017 annual report on Form 10-K for the year ended December 31, 2017. The partnership accounts for its interest in joint ventures using the equity method of accounting, with its investment recorded at the acquisition cost plus the partnership’s share of equity in undistributed earnings or losses and reduced by distributions received. 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, 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 since the partnership’s assets are the principal method of storing and delivering the ethanol its parent produces. The ethanol produced by the parent is predominantly fuel grade, made principally from starch extracted from corn, and 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, other fuels or products it handles. As a result, the partnership does not have any direct exposure to fluctuations in commodity prices. Revenue Recognition The partnership recognizes revenue when obligations under the terms of a contract with a customer are satisfied. Generally this occurs with the completion of services or the transfer of control of products to the customer or another specified third party. Operating lease revenue is recognized on a straight-line basis over the term of the lease. The partnership generates a substantial portion of its revenues under fee-based commercial agreements with Green Plains Trade. Please refer to Note 2 - Revenue to the consolidated financial statements for further details. 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 2 – Revenue and Note 9 – 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) does not control the investee and (ii) is not the primary beneficiary of the entity. The partnership recognizes these investments as a separate line item in the consolidated balance sheets. The partnership’s proportional share of earnings or loss in these investments is recognized 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 inability to recover the carrying amount of the investment or the inability of the equity method investee to sustain an earnings capacity that justifies the carrying 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 investees when there is evidence an investment may be impaired. Distributions paid to the partnership from unconsolidated equity method investees are classified as operating activities in the consolidated statements of cash flows until the cumulative distributions exceed the partnership’s proportional share of income from the equity method investees since the date of initial investment. The amount of cumulative distributions paid to the partnership that exceeds the cumulative proportional share of income in each period represents a return of investment, which is classified as an investing activity in the consolidated statements of cash flows. Recent Accounting Pronouncements On January 1, 2018, the partnership adopted the amended guidance in ASC Topic 606, Revenue from Contracts with Customers . Please refer to Note 2 - Revenue to the consolidated financial statements for further details. Effective January 1, 2018, the partnership early adopted 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 when the annual impairment testing is performed in the current year. The partnership does not believe the new guidance will have a material impact on the consolidated financial statements. 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. The standard requires a modified retrospective transition approach and allows for early adoption. In July 2018, the FASB issued Accounting Standards Update, Leases (Topic 842): Targeted Improvements , which pr ovides an option to apply the transition provisions of the new standard at adoption date instead of the earliest comparative period presented in the financial statements. The partnership will elect to use this optional transition method . The partnership has established an implementation team which continues to review current accounting policies, internal controls, processes, and disclosures that will change as a result of adopting the new standard. The partnership has gathered information on existing leases to obtain a complete population of leases upon adoption , and is working with a third-party vendor to implement a lease accounting system, which will assist in delivering the required accounting changes and disclosures. 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. In addition, it will also require expanded disclosures in the partnership’s consolidated financial statements. The partnership continues to evaluate the impact the new standard may have on revenue streams that are currently reported as operating lease revenue under GAAP. The partnership expects to complete its assessment of the impact of the new guidance on its consolidated financial statements in the second half of 2018. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2018 | |
Revenue [Abstract] | |
Revenue | 2. REVENUE Adoption of ASC Topic 606 On January 1, 2018, the partnership adopted the amended guidance in ASC Topic 606, Revenue from Contracts with Customers , and all related amendments (“new revenue standard”) and applied it to all contracts using the modified retrospective transition method. There was no adjustment required to the consolidated January 1, 2018, balance sheet for the adoption of the new revenue standard. Comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. In addition, there was no impact of adoption on the consolidated statements of operations or balance sheets for the six months ended June 30, 2018 . Revenue Recognition The partnership recognizes revenue when obligations under the terms of a contract with a customer are satisfied. Generally this occurs with the completion of services or the transfer of control of products to the customer or another specified third party. Revenue is measured as the amount of consideration expected to be received in exchange for providing services. Revenue by Source The following table disaggregates our revenue by major source for the three and six months ended June 30, 2018 , and 2017 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Revenues Service revenues Terminal services $ 2,499 $ 2,397 $ 4,780 $ 4,941 Trucking and other 1,220 669 2,303 1,202 Railcar transportation services 27 26 53 56 Total service revenues 3,746 3,092 7,136 6,199 Leasing revenues (1) Storage and throughput services 15,575 14,225 30,217 30,279 Railcar transportation services 6,128 7,229 13,571 14,729 Terminal services 391 519 801 1,087 Total leasing revenues 22,094 21,973 44,589 46,095 Total revenues $ 25,840 $ 25,065 $ 51,725 $ 52,294 (1) Leasing revenues do not represent revenues recognized from contracts with customers under ASC Topic 606, Revenue from Contracts with Customers , and continue to be accounted for under ASC Topic 840, Leases . Terminal Services Revenue The partnership provides terminal services and logistics solutions to Green Plains Trade, and other customers, through its fuel terminal facilities under various terminal service agreements, some of which have minimum volume commitments. Revenue generated by these terminals is disaggregated between service revenue and leasing revenue in accordance with the new revenue standard. If Green Plains 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. At terminals where customers have shared use of terminal and tank storage assets, revenue is generated from contracts with customers and accounted for as service revenue. This service revenue is recognized at the point in time when product is withdrawn from tank storage. At terminals where a customer is predominantly provided exclusive use of the terminal or tank storage assets, the partnership is considered a lessor as part of an operating lease agreement. Revenue is recognized over the term of the lease based on the minimum volume commitment or total actual throughput deposited into tank storage if in excess of the minimum volume commitment. Trucking and Other Revenue The partnership transports ethanol, natural gasoline, other refined fuels and feedstocks by truck from identified receipt points to various delivery points. Trucking revenue is recognized over time based on the percentage of total miles traveled, which is on average less than 100 miles. Railcar Transportation Services Revenue 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. 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 associated with the rail transportation services fee is considered leasing revenue and is recognized over the term of the lease based on the actual average daily railcar volumetric capacity provided. The partnership may also charge Green Plains Trade a related services fee for logistical operations management of railcar volumetric capacity utilized by Green Plains Trade which is not provided by the partnership. Revenue associated with the related services fee is considered service revenue generated from contracts with customers and is recognized at a point in time based on average daily railcar volumetric capacity managed. Storage and Throughput Revenue The partnership generates leasing revenue from its storage and throughput agreement with Green Plains Trade based on contractual rates charged for the handling, stor age and throughput of ethanol. Under this agreement, Green Plains Trade is required to pay the partnership a fee for a minimum volume commitment regardless of the actual volume delivered. 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 delivered by Green Plains Trade in excess of the minimum volume commitment during the following four quarters, after which time any unused credits will expire. Revenue is recognized over the term of the lease based on the minimum volume commitment or total actual throughput deposited into tank storage if in excess of the minimum volume commitment. Payment Terms The partnership has standard payment terms, which vary depending on the nature of the services provided, with the majority of terms falling within 10 to 30 days after transfer of control or completion of services. Contracts generally do not include a significant financing component in instances where the timing of revenue recognition differs from the timing of invoicing. Major Customers Revenue from Green Plains Trade Group was $24.2 million and $48.5 million for the three and six months ended June 30, 2018 , respectively, and $23.5 million and $49.3 million for the three and six months ended June 30, 2017 , respectively, which exceeds 10% of the partnership's total revenue. Contract Liabilities The partnership records unearned revenue when consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of service and lease agreements. Unearned revenue from service agreements , which represents a contract liability, is recorded for fees that have been charged to the customer prior to the complet ion of performance obligations, and is generally recognized in the subsequent quarter. The following table reflects the changes in our unearned revenue from service agreements for the three and six months ended June 30, 2018 (in thousands): Amount Balance at January 1, 2018 $ 194 Revenue recognized included in beginning balance (194) Net additions 228 Balance at March 31, 2018 228 Revenue recognized included in beginning balance (228) Net additions 181 Balance at June 30, 2018 $ 181 The partnership expects to recognize all of the unearned revenue associated with service agreements from contracts with customers as of June 30, 2018 , in the subsequent quarter when the product is withdrawn from tank storage. Unearned revenue associated with lease agreements of $ 0.7 million and $1.0 million as of June 30, 2018 , and December 31, 2017 , respectively, is not considered a contract liability under the new revenue standard . |
Debt
Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt [Abstract] | |
Debt | 3 . DEBT Revolving Credit Facility Green Plains Operating Company has a $235.0 million revolving credit facility, which matures on July 1, 2020, to fund working capital, acquisitions, distributions, capital expenditures and other general partnership purposes. On February 20, 2018, the partnership accessed a portion of its available accordion to increase the revolving credit facility by $40.0 million, from $195.0 million to $235.0 million. The credit facility can be increased by an additional $20.0 million without the consent of the lenders. Advances under the credit facility , 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% or LIBOR plus 2.25% to 3.00% . 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 revolving credit facility is guaranteed by the partnership, each of its existing subsidiaries , and any potential future domestic subsidiaries . As of June 30, 2018 , the revolving credit facility had an average interest rate of 4.86% . 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 3.50 x and a minimum consolidated interest coverage ratio of 2.75 x, each of which is calculated on a pro forma basis with respect to acquisitions and divestitures occurring during the applicable period. The consolidated leverage ratio is calculated by dividing total funded indebtedness minus the lesser of cash in excess of $5.0 million or $30.0 million by the sum of the four preceding fiscal quarters’ consolidated EBITDA. The consolidated interest coverage ratio is calculated by dividing the sum of the four preceding fiscal quarters’ consolidated EBITDA by the sum of the four preceding fiscal quarters’ interest charges. On February 16, 2018, the partnership amended the permitted investment clause of the revolving credit facility to allow certain joint venture investments, including the future possible investment in the Beaumont export terminal through JGP Energy Partners LLC. All other material terms of the credit agreement remain substantially the same. The partnership had $128.9 million and $126.9 million of borrowings outstanding under the revolving credit facility as of June 30, 2018 , and December 31, 2017, respectively. The partnership had $100 thousand and $125 thousand of debt issuance costs recorded as a direct reduction of the carrying value o f the partnership’s long-term debt as of June 30, 2018 , and December 31, 2017 , respectively. Scheduled long ‑term debt repayments as of June 30, 2018 , are as follows (in thousands): Year Ending December 31, Amount 2018 $ - 2019 - 2020 129,565 2021 671 2022 678 Thereafter 6,086 Total $ 137,000 Covenant Compliance The partnership, including all of its subsidiaries, was in compliance with its debt covenants as of June 30, 2018 . |
Unit-Based Compensation
Unit-Based Compensation | 6 Months Ended |
Jun. 30, 2018 | |
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 limited partner units for issuance in the form of options, restricted units, phantom units, distribution equivalent rights, substitute awards, unit appreciation rights, unit awards, profit 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 six months ended June 30, 2018 , is as follows: Non-Vested Units Weighted-Average Grant-Date Fair Value Weighted-Average Remaining Vesting Term (in years) Non-vested at December 31, 2017 11,549 $ 19.06 Granted - - Forfeited - - Vested (11,549) 19.06 Non-vested at June 30, 2018 - $ - 0.0 Compensation costs related to the unit-based awards of $60 thousand a nd $120 thousand were recognized during the three and six months ended June 30, 2018 , respectively . Compensation costs related to the unit-based awards of $60 thousand and $119 thousand were recognized during the three and six months ended June 30, 2017 , respectively. At June 30, 2018 , there were no unrecognized compensation costs from unit-based compensation awards. |
Partners' Capital
Partners' Capital | 6 Months Ended |
Jun. 30, 2018 | |
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, 2017 $ 115,747 $ (38,505) $ (139,376) $ (712) $ (62,846) Quarterly cash distributions to unitholders (10,898) (4,148) (15,016) (738) (30,800) Net income 9,625 3,664 13,263 542 27,094 Unit-based compensation, including general partner net contributions 120 - - - 120 Balance, June 30, 2018 $ 114,594 $ (38,989) $ (141,129) $ (908) $ (66,432) There was no change in the number of common and subordinated limited partner units outstanding during the six months ended June 30, 2018 . 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 subordination period ends on the first business day after the date the partnership pays distributions of at least $1.60 on each of the outstanding common and subordinated units and the corresponding distribution on the general partner’s 2% general partner interest for three consecutive, four-quarter periods ending on or after June 30, 2018, or $2.40 on each of the outstanding common units and subordinated units, and the corresponding distribution on the general partner’s 2% general partner interest and incentive distribution rights for any four-quarter period ending on or after June 30, 2016, provided there are no arrearages of the minimum quarterly distributions from prior quarters at that time. Upon the payment of the distribution with respect to the quarter ended June 30, 2018, the financial tests required for conversion of the partnership’s subordinated units will be met. Accordingly, the subordination period is expected to end on August 13 , 2018, at which time all of the 15,889,642 outstanding subordinated units will automatically convert into common units on a one-for-one basis. Issuance of Additional Securities 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. Cash Distribution Policy 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. The general partner also holds incentive distribution rights that entitles it to receive increasing percentages, up to 48% , of available cash distributed from operating surplus, as defined in the partnership agreement, in excess of $0.46 per unit per quarter. The maximum distribution of 48% does not include any distributions the general partner or its affiliates may receive on its general partner interest, common units, or subordinated units. On February 9 , 201 8 , the partnership distributed $ 15.3 million to unitholders of record as of February 2, 2018 , related to the quarterly cash distribution of $0.470 per unit that was declared on January 18, 2018 , for the quarter ended December 31, 2017 . On May 11, 2018, the partnership distributed $15.5 million to unitholders of record as of May 4, 2018, related to the quarterly cash distribution of $0.475 per unit that was declared on April 19, 2018, for the quarter ended March 31, 2018. On July 19, 2018, the board of directors of the general partner declared a quarterly cash distribution of $0.475 per unit, or approximately $15.5 million, for the quarter ended June 30, 2018. The distribution will be paid on August 10, 2018, to unitholders of record as of August 3, 2018. The total cash distributions declared for the three and six months ended June 30, 2018 , and 2017 , are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 General partner distributions $ 310 $ 292 $ 620 $ 578 Incentive distributions 73 - 146 - Total distributions to general partner 383 292 766 578 Limited partner common units - public 5,487 5,190 10,965 10,259 Limited partner common units - Green Plains 2,085 1,975 4,170 3,906 Limited partner subordinated units - Green Plains 7,548 7,151 15,095 14,143 Total distributions to limited partners 15,120 14,316 30,230 28,308 Total distributions declared $ 15,503 $ 14,608 $ 30,996 $ 28,886 |
Earnings Per Unit
Earnings Per Unit | 6 Months Ended |
Jun. 30, 2018 | |
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 June 30, 2018 . 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 June 30, 2018 Limited Partner Common Units Limited Partner Subordinated Units General Partner Total Net income: Distributions declared $ 7,572 $ 7,548 $ 383 $ 15,503 Earnings less than distributions (842) (831) (108) (1,781) Total net income $ 6,730 $ 6,717 $ 275 $ 13,722 Weighted-average units outstanding - basic and diluted 15,922 15,890 Earnings per limited partner unit - basic and diluted $ 0.42 $ 0.42 Six Months Ended June 30, 2018 Limited Partner Common Units Limited Partner Subordinated Units General Partner Total Net income: Distributions declared $ 15,135 $ 15,095 $ 766 $ 30,996 Earnings less than distributions (1,846) (1,832) (224) (3,902) Total net income $ 13,289 $ 13,263 $ 542 $ 27,094 Weighted-average units outstanding - basic and diluted 15,922 15,890 Earnings per limited partner unit - basic and diluted $ 0.83 $ 0.83 Three Months Ended June 30, 2017 Limited Partner Common Units Limited Partner Subordinated Units General Partner Total Net income: Distributions declared $ 7,165 $ 7,151 $ 292 $ 14,608 Earnings less than distributions (749) (744) (30) (1,523) Total net income $ 6,416 $ 6,407 $ 262 $ 13,085 Weighted-average units outstanding - basic and diluted 15,910 15,890 Earnings per limited partner unit - basic and diluted $ 0.40 $ 0.40 Six Months Ended June 30, 2017 Limited Partner Common Units Limited Partner Subordinated Units General Partner Total Net income: Distributions declared $ 14,165 $ 14,143 $ 578 $ 28,886 Earnings less than distributions (406) (401) (17) (824) Total net income $ 13,759 $ 13,742 $ 561 $ 28,062 Weighted-average units outstanding - basic and diluted 15,910 15,890 Earnings per limited partner unit - basic and diluted $ 0.86 $ 0.86 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Taxes [Abstract] | |
Income Taxes | 7 . INCOME TAXES The partnership is a limited partnership, which is not subject to federal 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. However, t he partnership owns a subsidiary 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 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. Effective January 1, 2018, the partnership is required to comply with the Centralized Partnership Audit Regime (CPAR), which was enacted as part of the Bipartisan Budget Act of 2015. Prior to January 1, 2018, tax adjustments were determined at the partnership level, but any additional taxes, including applicable penalties and interest, were collected directly from the partners. Under the CPAR, if an audit of the partnership’s income tax returns for fiscal years beginning after December 31, 2017, results in any adjustments, the IRS will collect the resulting taxes, penalties or interest directly from the partnership. An election is available to allocate the tax audit adjustments to the general partner and unitholders once they have been calculated at the partnership level. However, the partnership does not anticipate making such an election at this time. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
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 $ 819 thousand and $ 797 thousand as of June 30, 2018 , and December 31, 2017 , respectively. The partnership incurred lease expense of $4.8 million and $10.4 million during the three and six months ended June 30, 2018 , respectively, and $5.9 million and $11.7 million during the three and six months ended June 30, 2017 . A ggregate minimum lease payments under these agreements for the remainder of 2018 and in future years are as follows (in thousands): Year Ending December 31, Amount 2018 $ 9,593 2019 15,745 2020 13,458 2021 7,521 2022 5,488 Thereafter 5,283 Total $ 57,088 In accordance with the amended storage and throughput agreement with Green Plains Trade, Green Plains Trade is obligated to deliver a minimum of 296.6 mmg per calendar quarter to the partnership’s storage facilities and pay $0.05 per gallon on all volume it throughputs associated with the agreement. The partnership also has minimum volume commitment terminal agreements with other customers at various rates. Minimum operating lease revenues under these agreements for the remainder of 2018 and in future years are as follows (in thousands): Year Ending December 31, Amount 2018 $ 30,348 2019 59,320 2020 59,320 2021 59,320 2022 59,320 Thereafter 148,300 Total $ 415,928 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 2018 and in future years are as follows (in thousands): Year Ending December 31, Amount 2018 $ 12,414 2019 21,726 2020 19,285 2021 11,808 2022 8,666 Thereafter 1,283 Total $ 75,182 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 six months ended June 30, 2018 , and 2017 . Aggregate minimum payments under these agreements for the remainder of 2018 and in future years are as follows (in thousands): Year Ending December 31, Amount 2018 $ 502 2019 1,121 2020 240 2021 156 2022 156 Thereafter - Total $ 2,175 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. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9. RELATED PARTY TRANSACTIONS 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 $1.2 million and $2.4 million for the three and six months ended June 30, 2018 , respectively, and $1.0 million and $2.1 million for the three and six months ended June 30, 2017 , respectively. In addition, the partnership reimburses Green Plains for wages and benefit costs of employees directly performing services on its behalf. Green Plains may also pay certain direct costs on behalf of the partnership, which are reimbursed by the partnership. The partnership believes the consolidated financial statements reflect all material costs of doing business related to 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, employee 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, expiring on May 31, 2019; · 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, rail transportation services, and trucking transportation agreements have various automatic renewal terms if not cancelled by either party within specified timeframes. Please refer to Item 15 – Exhibits, Financial Statement Schedule in our annual report on Form 10-K for the year ended December 31, 2017 , for further details. 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 deliver a minimum of 296.6 mmg of product per calendar quarter to the partnership’s storage facilities and pay $0.05 per gallon on all volume it throughputs associated with the agreement. If Green Plains Trade fails to meet its minimum volume commitment during any quarter, Green Plains Trade will pay the partnership a deficiency payment equal to the deficient volume multiplied by the applicable fee. The deficiency payment may be applied as a credit toward volumes delivered by Green Plains Trade in excess of the minimum volume commitment during the following four quarters, after which time any unused credits will expire. Green Plains Trade did not exceed the minimum volume commitment for the three months ended June 30, 2018. The deficiency payment of $0.7 million charged to Green Plains Trade related to the minimum volume commitment for the th ree months ended March 31, 2018, may be applied as a credit towards future volume delivered in excess of the minimum volume commitment during the next three quarters. 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 June 30, 2018 . During the three and six months ended June 30, 2018 , the average monthly fee was approximately $0.0208 and $0.0230 per gallon, respectively, for the railcar volumetric capacity provided by the partnership, which was 98.6 and 98.9 mmg, respectively. During the three and six months ended June 30, 2017 , the average monthly fee was approximately $0.0265 and $0.0273 per gallon, respectively, for the railcar volumetric capacity provided by the partnership, which was 91.4 and 90.3 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 6.8 mmg for the three and six months ended June 30, 2018 . 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 course of business at comparable margins. Under the trucking transportation agreement, Green Plains Trade pays the partnership to transport ethanol and other fuels by truck from identified receipt points to various delivery points. Green Plains Trade is obligated to pay a monthly trucking transportation services fee equal to the aggregate volume transported in a calendar month by the partnership’s trucks, multiplied by the a pplicable rate for each truck lane. A truck lane is defined as a specific and routine route of travel between a point of origin and point of destination. Rates for each truck lane are negotiated based on product, location, mileage and other factors. 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. The partnership recorded revenues from Green Plains Trade under the storage and throughput agreement and rail transportation services agreement of $21.7 million and $43.8 million for the three and six months ended June 30, 2018 , respectively, and $21.5 million and $45.1 million for the three and six months ended June 30, 2017 , respectively. The partnership recorded revenues from Green Plains Trade and other Green Plains subsidiaries related to trucking and terminal services of $2.5 million and $4.7 million for the three and six months ended June 30, 2018 , respectively, and $2.0 million and $4.2 million for the three and six months ended June 30, 2017 , respectively. Cash Distributions The partnership distributed $10.0 million and $19.9 million to Green Plains related to the quarterly cash distribution paid for the three and six months ended June 30, 2018 , respectively, and $9.2 million and $18.2 million for the three and six months ended June 30, 2017 , respectively. Equity Method Investments The partnership entered into a project management agreement with NLR Energy Logistics LLC, effective June 23, 2017, in which NLR provided the partnership a fixed monthly fee to coordinate and manage the development, design, and construction of the Little Rock, Arkansas unit train terminal. The partnership recognized no income during the three months ended June 30, 2018 , and $75 thousand of other income d uring the six months ended June 30, 2018 , for these services. There was no income recognized for these services during the three and six months ended June 30, 2017 . In addition, the partnership has recorded a receivable of $41 thousand for start-up costs to be reimbursed by NLR as of June 30, 2018 . Other Related Party Revenues and Exp enses The partnership incurs expenses charged by a subsidiary of the parent for cleaning of its storage tanks. The partnership did no t incur tank cleaning expense for the three months ended June 30, 2018 , and incurred $10 thousand for the six months ended June 30, 2018 . The partnership incurred $17 thousand of tank cleaning expense for the three and six months ended June 30, 2017 . |
Equity Method Investments
Equity Method Investments | 6 Months Ended |
Jun. 30, 2018 | |
Equity Method Investments [Abstract] | |
Equity Method Investments | 1 0 . EQUITY METHOD INVESTMENTS NLR Energy Logistics LLC In February 2017, the partnership and Delek Renewables LLC formed NLR Energy Logistics LLC, a 50/50 joint venture, 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. Construction of the terminal was completed during the first quarter of 2018 at a total cost of approximately $7.0 million. Operations commenced at the beginning of the second quarter and the first unit train was received in July 2018 . The partnership's investment in NLR was financed through a combination of cash from operations and borrowings under its revolving credit facility. As of June 30, 2018 , the partnership's investment balance in the joint venture was $ 3.4 million. The partnership does not consolidate any part of the assets or liabilities or operating results of its equity method investee s . The partnership’s share of net income or loss in the investee increases or decreases , as applicable, the c arrying value of the investment . With respect to NLR, the partnership determined that this entity does not represent a variable interest entity and consolidation is not required. In addition, although the partnership has the ability to exercise significant influence over the joint venture through board representation and voting rights, all significant decisions require the cons ent of the other investor without regard to economic interest . DKGP Energy Terminals LLC On February 16, 2018, the partnership and Delek Logistics Partners LP formed DKGP Energy Terminals LLC, a 50 /50 joint venture, to acquire and manage light products terminal assets in Texas and Arkansas. In conjunction with the formation of the joint venture, DKGP executed a membership interest purchase agreement with AMID Merger LP, to acquire all of the membership interests of AMID Refined Products LLC (“AMID”) for approximately $138.5 million. Due to regulatory obstacles, on August 1, 2018, DKGP Energy Terminals LLC notified AMID Merger LP of its termination of the membership interest purchase agreement. During the three and six months ended June 30, 2018 , the partnership incurred $147 thousand and $282 thousand, respectively, of transaction costs associated with the formation of DKGP. The partnership did not make any equity contributions to DKGP. Summarized Financial Information The partnership’s proportional share of equity method investee losses are reported on a one-month lag in the consolidated statements of operations. The following table presents combined summarized statement of operations data of our equity method investees for the three and six months ended May 31, 2018 (amounts represent 100% of investee financial information in thousands, unaudited): Three Months Ended May 31, 2018 Six Months Ended May 31, 2018 Total revenues $ - $ - Total operating expenses 234 260 Net loss $ 234 $ 260 |
Basis of Presentation, Descri16
Basis of Presentation, Description of Business and Summary of Significant Accounting Policies (Policy) | 6 Months Ended |
Jun. 30, 2018 | |
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 2017 annual report on Form 10-K for the year ended December 31, 2017. The partnership accounts for its interest in joint ventures using the equity method of accounting, with its investment recorded at the acquisition cost plus the partnership’s share of equity in undistributed earnings or losses and reduced by distributions received. |
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, 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 since the partnership’s assets are the principal method of storing and delivering the ethanol its parent produces. The ethanol produced by the parent is predominantly fuel grade, made principally from starch extracted from corn, and 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, other fuels or products 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 revenue when obligations under the terms of a contract with a customer are satisfied. Generally this occurs with the completion of services or the transfer of control of products to the customer or another specified third party. Operating lease revenue is recognized on a straight-line basis over the term of the lease. The partnership generates a substantial portion of its revenues under fee-based commercial agreements with Green Plains Trade. Please refer to Note 2 - Revenue to the consolidated financial statements for further details. |
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 2 – Revenue and Note 9 – 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) does not control the investee and (ii) is not the primary beneficiary of the entity. The partnership recognizes these investments as a separate line item in the consolidated balance sheets. The partnership’s proportional share of earnings or loss in these investments is recognized 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 inability to recover the carrying amount of the investment or the inability of the equity method investee to sustain an earnings capacity that justifies the carrying 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 investees when there is evidence an investment may be impaired. Distributions paid to the partnership from unconsolidated equity method investees are classified as operating activities in the consolidated statements of cash flows until the cumulative distributions exceed the partnership’s proportional share of income from the equity method investees since the date of initial investment. The amount of cumulative distributions paid to the partnership that exceeds the cumulative proportional share of income in each period represents a return of investment, which is classified as an investing activity in the consolidated statements of cash flows. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements On January 1, 2018, the partnership adopted the amended guidance in ASC Topic 606, Revenue from Contracts with Customers . Please refer to Note 2 - Revenue to the consolidated financial statements for further details. Effective January 1, 2018, the partnership early adopted 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 when the annual impairment testing is performed in the current year. The partnership does not believe the new guidance will have a material impact on the consolidated financial statements. 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. The standard requires a modified retrospective transition approach and allows for early adoption. In July 2018, the FASB issued Accounting Standards Update, Leases (Topic 842): Targeted Improvements , which pr ovides an option to apply the transition provisions of the new standard at adoption date instead of the earliest comparative period presented in the financial statements. The partnership will elect to use this optional transition method . The partnership has established an implementation team which continues to review current accounting policies, internal controls, processes, and disclosures that will change as a result of adopting the new standard. The partnership has gathered information on existing leases to obtain a complete population of leases upon adoption , and is working with a third-party vendor to implement a lease accounting system, which will assist in delivering the required accounting changes and disclosures. 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. In addition, it will also require expanded disclosures in the partnership’s consolidated financial statements. The partnership continues to evaluate the impact the new standard may have on revenue streams that are currently reported as operating lease revenue under GAAP. The partnership expects to complete its assessment of the impact of the new guidance on its consolidated financial statements in the second half of 2018. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue [Abstract] | |
Disaggregatation Of Revenue By Major Source | Revenue by Source The following table disaggregates our revenue by major source for the three and six months ended June 30, 2018 , and 2017 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Revenues Service revenues Terminal services $ 2,499 $ 2,397 $ 4,780 $ 4,941 Trucking and other 1,220 669 2,303 1,202 Railcar transportation services 27 26 53 56 Total service revenues 3,746 3,092 7,136 6,199 Leasing revenues (1) Storage and throughput services 15,575 14,225 30,217 30,279 Railcar transportation services 6,128 7,229 13,571 14,729 Terminal services 391 519 801 1,087 Total leasing revenues 22,094 21,973 44,589 46,095 Total revenues $ 25,840 $ 25,065 $ 51,725 $ 52,294 (1) Leasing revenues do not represent revenues recognized from contracts with customers under ASC Topic 606, Revenue from Contracts with Customers , and continue to be accounted for under ASC Topic 840, Leases . |
Changes in Unearned Revenue From Service Agreements | Amount Balance at January 1, 2018 $ 194 Revenue recognized included in beginning balance (194) Net additions 228 Balance at March 31, 2018 228 Revenue recognized included in beginning balance (228) Net additions 181 Balance at June 30, 2018 $ 181 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt [Abstract] | |
Schedule of Long-Term Debt Repayments | Scheduled long ‑term debt repayments as of June 30, 2018 , are as follows (in thousands): Year Ending December 31, Amount 2018 $ - 2019 - 2020 129,565 2021 671 2022 678 Thereafter 6,086 Total $ 137,000 |
Unit-Based Compensation (Tables
Unit-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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, 2017 11,549 $ 19.06 Granted - - Forfeited - - Vested (11,549) 19.06 Non-vested at June 30, 2018 - $ - 0.0 |
Partners' Capital (Tables)
Partners' Capital (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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, 2017 $ 115,747 $ (38,505) $ (139,376) $ (712) $ (62,846) Quarterly cash distributions to unitholders (10,898) (4,148) (15,016) (738) (30,800) Net income 9,625 3,664 13,263 542 27,094 Unit-based compensation, including general partner net contributions 120 - - - 120 Balance, June 30, 2018 $ 114,594 $ (38,989) $ (141,129) $ (908) $ (66,432) |
Schedule of Allocation of Total Cash Distributions to the General and Limited Partners | The total cash distributions declared for the three and six months ended June 30, 2018 , and 2017 , are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 General partner distributions $ 310 $ 292 $ 620 $ 578 Incentive distributions 73 - 146 - Total distributions to general partner 383 292 766 578 Limited partner common units - public 5,487 5,190 10,965 10,259 Limited partner common units - Green Plains 2,085 1,975 4,170 3,906 Limited partner subordinated units - Green Plains 7,548 7,151 15,095 14,143 Total distributions to limited partners 15,120 14,316 30,230 28,308 Total distributions declared $ 15,503 $ 14,608 $ 30,996 $ 28,886 |
Earnings Per Unit (Tables)
Earnings Per Unit (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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 June 30, 2018 Limited Partner Common Units Limited Partner Subordinated Units General Partner Total Net income: Distributions declared $ 7,572 $ 7,548 $ 383 $ 15,503 Earnings less than distributions (842) (831) (108) (1,781) Total net income $ 6,730 $ 6,717 $ 275 $ 13,722 Weighted-average units outstanding - basic and diluted 15,922 15,890 Earnings per limited partner unit - basic and diluted $ 0.42 $ 0.42 Six Months Ended June 30, 2018 Limited Partner Common Units Limited Partner Subordinated Units General Partner Total Net income: Distributions declared $ 15,135 $ 15,095 $ 766 $ 30,996 Earnings less than distributions (1,846) (1,832) (224) (3,902) Total net income $ 13,289 $ 13,263 $ 542 $ 27,094 Weighted-average units outstanding - basic and diluted 15,922 15,890 Earnings per limited partner unit - basic and diluted $ 0.83 $ 0.83 Three Months Ended June 30, 2017 Limited Partner Common Units Limited Partner Subordinated Units General Partner Total Net income: Distributions declared $ 7,165 $ 7,151 $ 292 $ 14,608 Earnings less than distributions (749) (744) (30) (1,523) Total net income $ 6,416 $ 6,407 $ 262 $ 13,085 Weighted-average units outstanding - basic and diluted 15,910 15,890 Earnings per limited partner unit - basic and diluted $ 0.40 $ 0.40 Six Months Ended June 30, 2017 Limited Partner Common Units Limited Partner Subordinated Units General Partner Total Net income: Distributions declared $ 14,165 $ 14,143 $ 578 $ 28,886 Earnings less than distributions (406) (401) (17) (824) Total net income $ 13,759 $ 13,742 $ 561 $ 28,062 Weighted-average units outstanding - basic and diluted 15,910 15,890 Earnings per limited partner unit - basic and diluted $ 0.86 $ 0.86 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Schedule of Aggregate Minimum Lease Payments | the three and six months ended June 30, 2017 . A ggregate minimum lease payments under these agreements for the remainder of 2018 and in future years are as follows (in thousands): Year Ending December 31, Amount 2018 $ 9,593 2019 15,745 2020 13,458 2021 7,521 2022 5,488 Thereafter 5,283 Total $ 57,088 |
Summary of Minimum Future Rental Revenue | Minimum operating lease revenues under these agreements for the remainder of 2018 and in future years are as follows (in thousands): Year Ending December 31, Amount 2018 $ 30,348 2019 59,320 2020 59,320 2021 59,320 2022 59,320 Thereafter 148,300 Total $ 415,928 |
Schedule of Aggregate Minimum Service Payments | during the three and six months ended June 30, 2018 , and 2017 . Aggregate minimum payments under these agreements for the remainder of 2018 and in future years are as follows (in thousands): Year Ending December 31, Amount 2018 $ 502 2019 1,121 2020 240 2021 156 2022 156 Thereafter - Total $ 2,175 |
Scenario, Plan [Member] | |
Summary of Minimum Future Rental Revenue | Anticipated minimum operating lease revenues under this agreement for the remainder of 2018 and in future years are as follows (in thousands): Year Ending December 31, Amount 2018 $ 12,414 2019 21,726 2020 19,285 2021 11,808 2022 8,666 Thereafter 1,283 Total $ 75,182 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity Method Investments [Abstract] | |
Combined Summary Of Operations Data For Equity Investment | Three Months Ended May 31, 2018 Six Months Ended May 31, 2018 Total revenues $ - $ - Total operating expenses 234 260 Net loss $ 234 $ 260 |
Basis of Presentation, Descri24
Basis of Presentation, Description of Business and Summary of Significant Accounting Policies (Details) $ in Thousands, gal in Billions | 6 Months Ended |
Jun. 30, 2018USD ($)segmentmigal | |
Basis of Presentation and Significant Accounting Policies [Line Items] | |
Contribution to joint venture | $ | $ 1,288 |
Average trucking miles traveled from receipt point to delivery point | mi | 100 |
Number of reportable segments | segment | 1 |
Green Plains Inc. [Member] | |
Basis of Presentation and Significant Accounting Policies [Line Items] | |
Ethanol production capacity (in billion gallons) | gal | 1.5 |
Revenue (Narrative) (Details)
Revenue (Narrative) (Details) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Jun. 30, 2018USD ($)mi | Jun. 30, 2017USD ($) | Jan. 01, 2018USD ($) | Dec. 31, 2017USD ($) | |
Revenues | $ 25,840,000 | $ 25,065,000 | $ 51,725,000 | $ 52,294,000 | ||||
Unearned revenue | 928,000 | $ 928,000 | $ 1,222,000 | |||||
Average trucking miles traveled from receipt point to delivery point | mi | 100 | |||||||
Accounting Standards Update 2014-09 [Member] | ||||||||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 0 | |||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 0 | |||||||
Green Plains Trade Group LLC [Member] | ||||||||
Revenues | 24,200,000 | $ 23,500,000 | 48,500,000 | $ 49,300,000 | ||||
Leasing Arrangements [Member] | ||||||||
Unearned revenue | 700,000 | 700,000 | 1,000,000 | |||||
Service Agreements [Member] | ||||||||
Deferred Revenue, Revenue Recognized | 228,000 | $ 194,000 | ||||||
Unearned revenue | $ 181,000 | $ 228,000 | $ 181,000 | $ 194,000 | ||||
Minimum [Member] | ||||||||
Revenue, Performance Obligation, Payment Terms | 10 days | |||||||
Maximum [Member] | ||||||||
Revenue, Performance Obligation, Payment Terms | 30 days |
Revenue (Disaggregatation Of Re
Revenue (Disaggregatation Of Revenue By Major Source) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Total revenues | $ 25,840 | $ 25,065 | $ 51,725 | $ 52,294 |
Service Revenues [Member] | ||||
Total service revenues | 3,746 | 3,092 | 7,136 | 6,199 |
Terminal Services [Member] | ||||
Total service revenues | 2,499 | 2,397 | 4,780 | 4,941 |
Trucking and Other [Member] | ||||
Total service revenues | 1,220 | 669 | 2,303 | 1,202 |
Railcar Transportation Services [Member] | ||||
Total service revenues | 27 | 26 | 53 | 56 |
Leasing Revenues [Member] | ||||
Total leasing revenues | 22,094 | 21,973 | 44,589 | 46,095 |
Storage And Throughput Services, Leasing [Member] | ||||
Total leasing revenues | 15,575 | 14,225 | 30,217 | 30,279 |
Terminal Services, Leasing [Member] | ||||
Total leasing revenues | 391 | 519 | 801 | 1,087 |
Railcar Transportation Services, Leasing [Member] | ||||
Total leasing revenues | $ 6,128 | $ 7,229 | $ 13,571 | $ 14,729 |
Revenue (Changes in Unearned Re
Revenue (Changes in Unearned Revenue From Service Agreements) (Details) - Service Agreements [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2018 | Mar. 31, 2018 | |
Beginning balance | $ 228 | $ 194 |
Revenue recognized included in beginning balance | (228) | (194) |
Net additions | 181 | 228 |
Ending balance | $ 181 | $ 228 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) | 6 Months Ended | |||
Jun. 30, 2018USD ($) | Feb. 20, 2018USD ($) | Feb. 19, 2018USD ($) | Dec. 31, 2017USD ($) | |
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 | $ 100,000 | $ 125,000 | ||
Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit, maximum borrowing capacity | 235,000,000 | $ 195,000,000 | ||
Revolving credit facility, increase | $ 40,000,000 | |||
Additional amount available under credit facility without consent of the lenders | 20,000,000 | |||
Sublimit available for swing line loans under credit facility | 30,000,000 | |||
Sublimit available for letters of credit under credit facility | $ 30,000,000 | |||
Revolving credit facility average interest rate | 4.86% | |||
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 | $ 128,900,000 | $ 126,900,000 | ||
Minimum [Member] | Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Net leverage ratio, basis points per annum | 0.35 | |||
Interest coverage ratio | 2.75 | |||
Maximum [Member] | Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Net leverage ratio, basis points per annum | 0.50 | |||
Net leverage ratio | 3.50 | |||
Base Rate [Member] | Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate, basis for effective rate | base rate plus 1.25% to 2.00% | |||
Base Rate [Member] | Minimum [Member] | Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate, basis spread on variable rate, percentage | 1.25% | |||
Base Rate [Member] | Maximum [Member] | Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate, basis spread on variable rate, percentage | 2.00% | |||
LIBOR [Member] | Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate, basis for effective rate | LIBOR plus 2.25% to 3.00% | |||
LIBOR [Member] | Minimum [Member] | Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate, basis spread on variable rate, percentage | 2.25% | |||
LIBOR [Member] | Maximum [Member] | Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate, basis spread on variable rate, percentage | 3.00% |
Debt (Schedule of Long-Term Deb
Debt (Schedule of Long-Term Debt Repayments) (Details) $ in Thousands | Jun. 30, 2018USD ($) |
Debt [Abstract] | |
2,018 | $ 0 |
2,019 | 0 |
2,020 | 129,565 |
2,021 | 671 |
2,022 | 678 |
Thereafter | 6,086 |
Total | $ 137,000 |
Unit-Based Compensation (Narrat
Unit-Based Compensation (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized | 2,500,000 | 2,500,000 | ||
Limited Partner Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost (benefit) | $ 60,000 | $ 60,000 | $ 120,000 | $ 119,000 |
Unrecognized compensation costs | $ 0 | $ 0 |
Unit-Based Compensation (Schedu
Unit-Based Compensation (Schedule of Non-vested Unit-based Award Activity) (Details) | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Unit-Based Compensation [Abstract] | |
Non-Vested Units, Non-vested at beginning of period | shares | 11,549 |
Non-Vested Units, Vested | shares | (11,549) |
Weighted-Average Grant-Date Fair Value, Non-vested at beginning of period | $ / shares | $ 19.06 |
Weighted-Average Grant-Date Fair Value, Vested | $ / shares | $ 19.06 |
Weighted-Average Remaining Vesting Term (in years) | 0 years |
Partners' Capital (Narrative) (
Partners' Capital (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 19, 2018 | May 11, 2018 | Feb. 09, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 |
Limited Partners' Capital Account [Line Items] | ||||||||
Change in the number of common and subordinated limited partner units outstanding | 0 | |||||||
Distribution per unit | $ 0.46 | |||||||
Distribution Made To Limited Partner And General Partner, Threshold In Days After End Of Each Calendar Quarter, Distribution Payment | 45 days | |||||||
Quarterly cash distribution to unitholders | $ 15,500 | $ 15,300 | $ 30,800 | |||||
Quarterly distribution paid, per unit | $ 0.475 | $ 0.470 | ||||||
Distributions declared | $ 15,503 | $ 14,608 | $ 30,996 | $ 28,886 | ||||
Subsequent Event [Member] | ||||||||
Limited Partners' Capital Account [Line Items] | ||||||||
Distributions declared | $ 15,500 | |||||||
Quarterly distribution declared, per unit | $ 0.475 | |||||||
Maximum [Member] | ||||||||
Limited Partners' Capital Account [Line Items] | ||||||||
Incentive distribution, percentage of available cash distributed from operating surplus | 48.00% | |||||||
Three Consecutive, Four Quarter Periods Ending On Or After June 30, 2018 [Member] | Minimum [Member] | ||||||||
Limited Partners' Capital Account [Line Items] | ||||||||
Annualized minimum distribution to be paid, per unit | $ 1.60 | |||||||
Any Four Quarter Period Ending On Or After June 30, 2016 Provided No Arrearages [Member] | Minimum [Member] | ||||||||
Limited Partners' Capital Account [Line Items] | ||||||||
Annualized minimum distribution to be paid, per unit | $ 2.40 | |||||||
General Partner [Member] | ||||||||
Limited Partners' Capital Account [Line Items] | ||||||||
Partner's interest | 2.00% | |||||||
Quarterly cash distribution to unitholders | $ 738 | |||||||
Distributions declared | 383 | 292 | 766 | 578 | ||||
Limited Partners [Member] | ||||||||
Limited Partners' Capital Account [Line Items] | ||||||||
Distributions declared | $ 15,120 | 14,316 | $ 30,230 | 28,308 | ||||
Limited Partners [Member] | Subordinated Units - Green Plains [Member] | ||||||||
Limited Partners' Capital Account [Line Items] | ||||||||
Limited Partners' Capital Account, Units Outstanding | 15,889,642 | 15,889,642 | 15,889,642 | |||||
Quarterly cash distribution to unitholders | $ 15,016 | |||||||
Distributions declared | $ 7,548 | $ 7,151 | $ 15,095 | $ 14,143 |
Partners' Capital (Schedule of
Partners' Capital (Schedule of Components of Partners' Capital) (Details) - USD ($) $ in Thousands | May 11, 2018 | Feb. 09, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Balance, Beginning period | $ (62,846) | |||||
Quarterly cash distribution to unitholders | $ (15,500) | $ (15,300) | (30,800) | |||
Net income | $ 13,722 | $ 13,085 | 27,094 | $ 28,062 | ||
Unit-based compensation, including general partner net contributions | 120 | |||||
Balance, Ending period | (66,432) | (66,432) | ||||
General Partner [Member] | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Balance, Beginning period | (712) | |||||
Quarterly cash distribution to unitholders | (738) | |||||
Net income | 275 | 262 | 542 | 561 | ||
Balance, Ending period | (908) | (908) | ||||
Common Units - Public [Member] | Limited Partners [Member] | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Balance, Beginning period | 115,747 | |||||
Quarterly cash distribution to unitholders | (10,898) | |||||
Net income | 9,625 | |||||
Unit-based compensation, including general partner net contributions | 120 | |||||
Balance, Ending period | 114,594 | 114,594 | ||||
Common Units - Green Plains [Member] | Limited Partners [Member] | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Balance, Beginning period | (38,505) | |||||
Quarterly cash distribution to unitholders | (4,148) | |||||
Net income | 3,664 | |||||
Balance, Ending period | (38,989) | (38,989) | ||||
Subordinated Units - Green Plains [Member] | Limited Partners [Member] | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Balance, Beginning period | (139,376) | |||||
Quarterly cash distribution to unitholders | (15,016) | |||||
Net income | 6,717 | $ 6,407 | 13,263 | $ 13,742 | ||
Balance, Ending period | $ (141,129) | $ (141,129) |
Partners' Capital (Schedule All
Partners' Capital (Schedule Allocation Of Total Cash Distributions To The General And Limited Partners) (Details) - USD ($) $ in Thousands | May 11, 2018 | Feb. 09, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Distribution Made to Limited Partner [Line Items] | ||||||
Total distributions paid | $ 15,500 | $ 15,300 | $ 30,800 | |||
Total distributions declared | $ 15,503 | $ 14,608 | 30,996 | $ 28,886 | ||
General Partner Distribution Not Including Incentive Distribution [Member] | ||||||
Distribution Made to Limited Partner [Line Items] | ||||||
Total distributions declared | 310 | 292 | 620 | 578 | ||
General Partner Incentive Distribution [Member] | ||||||
Distribution Made to Limited Partner [Line Items] | ||||||
Total distributions declared | 73 | 146 | ||||
General Partner [Member] | ||||||
Distribution Made to Limited Partner [Line Items] | ||||||
Total distributions paid | 738 | |||||
Total distributions declared | 383 | 292 | 766 | 578 | ||
Limited Partners [Member] | ||||||
Distribution Made to Limited Partner [Line Items] | ||||||
Total distributions declared | 15,120 | 14,316 | 30,230 | 28,308 | ||
Limited Partners [Member] | Common Units - Public [Member] | ||||||
Distribution Made to Limited Partner [Line Items] | ||||||
Total distributions paid | 10,898 | |||||
Total distributions declared | 5,487 | 5,190 | 10,965 | 10,259 | ||
Limited Partners [Member] | Common Units - Green Plains [Member] | ||||||
Distribution Made to Limited Partner [Line Items] | ||||||
Total distributions paid | 4,148 | |||||
Total distributions declared | 2,085 | 1,975 | 4,170 | 3,906 | ||
Limited Partners [Member] | Subordinated Units - Green Plains [Member] | ||||||
Distribution Made to Limited Partner [Line Items] | ||||||
Total distributions paid | 15,016 | |||||
Total distributions declared | $ 7,548 | $ 7,151 | $ 15,095 | $ 14,143 |
Earnings Per Unit (Narrative) (
Earnings Per Unit (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2018shares | |
Common Units [Member] | |
Earnings Per Unit [Line Items] | |
Potentially dilutive common or subordinated units outstanding | 0 |
Subordinated Units - Green Plains [Member] | |
Earnings Per Unit [Line Items] | |
Potentially dilutive common or subordinated units outstanding | 0 |
Earnings Per Unit (Schedule of
Earnings Per Unit (Schedule of Basic and Diluted Earnings Per Unit) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Earnings Per Unit [Line Items] | ||||
Distributions declared | $ 15,503 | $ 14,608 | $ 30,996 | $ 28,886 |
Earnings less than of distributions | (1,781) | (1,523) | (3,902) | (824) |
Net income attributable to partners' ownership interests | 13,722 | 13,085 | 27,094 | 28,062 |
Limited Partners [Member] | ||||
Earnings Per Unit [Line Items] | ||||
Distributions declared | 15,120 | 14,316 | 30,230 | 28,308 |
General Partner [Member] | ||||
Earnings Per Unit [Line Items] | ||||
Distributions declared | 383 | 292 | 766 | 578 |
Earnings less than of distributions | (108) | (30) | (224) | (17) |
Net income attributable to partners' ownership interests | 275 | 262 | 542 | 561 |
Common Units [Member] | Limited Partners [Member] | ||||
Earnings Per Unit [Line Items] | ||||
Distributions declared | 7,572 | 7,165 | 15,135 | 14,165 |
Earnings less than of distributions | (842) | (749) | (1,846) | (406) |
Net income attributable to partners' ownership interests | $ 6,730 | $ 6,416 | $ 13,289 | $ 13,759 |
Weighted average limited partner units outstanding (basic and diluted) | 15,922 | 15,910 | 15,922 | 15,910 |
Earnings per limited partner unit (basic and diluted) | $ 0.42 | $ 0.40 | $ 0.83 | $ 0.86 |
Subordinated Units - Green Plains [Member] | Limited Partners [Member] | ||||
Earnings Per Unit [Line Items] | ||||
Distributions declared | $ 7,548 | $ 7,151 | $ 15,095 | $ 14,143 |
Earnings less than of distributions | (831) | (744) | (1,832) | (401) |
Net income attributable to partners' ownership interests | $ 6,717 | $ 6,407 | $ 13,263 | $ 13,742 |
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) | $ 0.42 | $ 0.40 | $ 0.83 | $ 0.86 |
Commitments and Contingencies37
Commitments and Contingencies (Narrative) (Details) $ in Thousands, gal in Millions | Jul. 01, 2015$ / galgal | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) |
Other Commitments [Line Items] | ||||||
Deferred lease liability | $ 819 | $ 819 | $ 797 | |||
Lease expenses | $ 4,800 | $ 5,900 | $ 10,400 | $ 11,700 | ||
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 | Jun. 30, 2018USD ($) |
Commitments and Contingencies [Abstract] | |
2,018 | $ 9,593 |
2,019 | 15,745 |
2,020 | 13,458 |
2,021 | 7,521 |
2,022 | 5,488 |
Thereafter | 5,283 |
Total | $ 57,088 |
Commitments and Contingencies39
Commitments and Contingencies (Summary of Minimum Future Rental Revenue) (Details) $ in Thousands | Jun. 30, 2018USD ($) |
2,018 | $ 30,348 |
2,019 | 59,320 |
2,020 | 59,320 |
2,021 | 59,320 |
2,022 | 59,320 |
Thereafter | 148,300 |
Total | 415,928 |
Scenario, Plan [Member] | |
2,018 | 12,414 |
2,019 | 21,726 |
2,020 | 19,285 |
2,021 | 11,808 |
2,022 | 8,666 |
Thereafter | 1,283 |
Total | $ 75,182 |
Commitments and Contingencies40
Commitments and Contingencies (Schedule of Aggregate Minimum Service Payments) (Details) $ in Thousands | Jun. 30, 2018USD ($) |
Commitments and Contingencies [Abstract] | |
2,018 | $ 502 |
2,019 | 1,121 |
2,020 | 240 |
2,021 | 156 |
2,022 | 156 |
Thereafter | 0 |
Total | $ 2,175 |
Related Party Transactions (Det
Related Party Transactions (Details) gal in Millions | Jul. 01, 2015$ / galgal | Jun. 30, 2018USD ($)$ / galitemgal | Jun. 30, 2017USD ($)$ / galgal | Jun. 30, 2018USD ($)$ / galitemgal | Jun. 30, 2017USD ($)$ / galgal | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Related Party Transaction [Line Items] | |||||||
Shared services expenses | $ 1,200,000 | $ 1,000,000 | $ 2,400,000 | $ 2,100,000 | |||
Deficiency payment | 928,000 | 928,000 | $ 1,222,000 | ||||
Tank cleaning expense | 0 | 17,000 | 10,000 | 17,000 | |||
Accounts receivable for project management fees and construction costs paid on behalf of the joint venture | 41,000 | 41,000 | |||||
Green Plains Inc. [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Distribution to Green Plains | 10,000,000 | 9,200,000 | 19,900,000 | 18,200,000 | |||
Green Plains Trade [Member] | Fee-based Storage and Throughput and Rail Transporatation Agreements [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | $ 21,700,000 | $ 21,500,000 | $ 43,800,000 | $ 45,100,000 | |||
Green Plains Trade [Member] | Fee-based Storage and Throughput Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Deficiency payment | $ 700,000 | ||||||
Green Plains Trade [Member] | Fee-based Rail Transportation Services Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Railcar volumetric capacity, average monthly fee, price per gallon | $ / gal | 0.0208 | 0.0265 | 0.0230 | 0.0273 | |||
Railcar volumetric capacity (in gallons) | gal | 98.6 | 91.4 | 98.9 | 90.3 | |||
Number of railcars in fleet | item | 3,500 | 3,500 | |||||
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 | 6.8 | 6.8 | |||||
Logistical operations management and other services, monthly fee, price per gallon | $ / gal | 0.0013 | ||||||
Green Plains Trade [Member] | Fee-based Trucking Transportation and Terminal Services Agreements [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | $ 2,500,000 | $ 2,000,000 | $ 4,700,000 | $ 4,200,000 | |||
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 | ||||||
NLR Energy Logistics LLC [Member] | Project Management Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | $ 0 | $ 0 | $ 75,000 | $ 0 | |||
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 |
Equity Method Investments (Narr
Equity Method Investments (Narrative) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Jun. 30, 2018USD ($)itembbl | Dec. 31, 2017USD ($) | |
Investment in equity method investees | $ 3,443 | $ 3,443 | $ 2,237 | |
Payments to Acquire Equity Method Investments | 1,288 | |||
Accounts receivable for project management fees and construction costs paid on behalf of the joint venture | 41 | $ 41 | ||
NLR Energy Logistics LLC [Member] | ||||
Number of train car units | item | 110 | |||
Number of barrels of storage | bbl | 100,000 | |||
Construction costs | $ 7,000 | |||
Investment in equity method investees | 3,400 | $ 3,400 | ||
DKGP Energy Terminals LLC [Member] | ||||
Joint venture, transaction costs | $ 147 | 282 | ||
DKGP Energy Terminals LLC [Member] | AMID Refined Products LLC (“AMID”) [Member] | ||||
Business Combination, Consideration Transferred | $ 138,500 | |||
DKGP Energy Terminals LLC [Member] | Terminal Assets [Member] | ||||
Equity Method Investment, Ownership Percentage | 50.00% | 50.00% |
Equity Method Investments (Comb
Equity Method Investments (Combined Summary Of Operations Data For Equity Investment) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
May 31, 2018 | May 31, 2018 | |
Equity Method Investments [Abstract] | ||
Total operating expenses | $ 234 | $ 260 |
Net loss | $ 234 | $ 260 |