Partners' Deficit | 6. PARTNERS’ DEFICIT Changes in partners’ deficit are as follows (in thousands): Limited Partners Common Units- Public Common Units- Green Plains General Partner Total Balance, December 31, 2018 $ 115,352 $ ( 186,635 ) $ ( 1,171 ) $ ( 72,454 ) Quarterly cash distributions to unitholders ($ 0.475 per unit) ( 5,487 ) ( 5,504 ) ( 278 ) ( 11,269 ) Net income 5,014 5,029 205 10,248 Unit-based compensation, including general partner net contributions 79 - - 79 Balance, March 31, 2019 114,958 ( 187,110 ) ( 1,244 ) ( 73,396 ) Quarterly cash distributions to unitholders ($ 0.475 per unit) ( 5,487 ) ( 5,504 ) ( 278 ) ( 11,269 ) Net income 5,240 5,256 213 10,709 Unit-based compensation, including general partner net contributions 79 - - 79 Balance, June 30, 2019 114,790 ( 187,358 ) ( 1,309 ) ( 73,877 ) Quarterly cash distributions to unitholders ($ 0.475 per unit) ( 5,497 ) ( 5,504 ) ( 279 ) ( 11,280 ) Net income 4,961 4,968 203 10,132 Unit-based compensation, including general partner net contributions 81 - 6 87 Balance, September 30, 2019 $ 114,335 $ ( 187,894 ) $ ( 1,379 ) $ ( 74,938 ) 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 ($ 0.470 per unit) ( 5,420 ) ( 2,063 ) ( 7,468 ) ( 355 ) ( 15,306 ) Net income 4,751 1,808 6,546 267 13,372 Unit-based compensation, including general partner net contributions 60 - - - 60 Balance, March 31, 2018 115,138 ( 38,760 ) ( 140,298 ) ( 800 ) ( 64,720 ) Quarterly cash distributions to unitholders ($ 0.475 per unit) ( 5,478 ) ( 2,085 ) ( 7,548 ) ( 383 ) ( 15,494 ) Net income 4,874 1,856 6,717 275 13,722 Unit-based compensation, including general partner net contributions 60 - - - 60 Balance, June 30, 2018 114,594 ( 38,989 ) ( 141,129 ) ( 908 ) ( 66,432 ) Quarterly cash distributions to unitholders ($ 0.475 per unit) ( 5,487 ) ( 2,085 ) ( 7,547 ) ( 383 ) ( 15,502 ) Net income 5,141 5,585 3,436 289 14,451 Unit-based compensation, including general partner net contributions 76 - - 7 83 Conversion of subordinated units - ( 145,240 ) 145,240 - - Balance, September 30, 2018 $ 114,324 $ ( 180,729 ) $ - $ ( 995 ) $ ( 67,400 ) A roll forward of the number of common limited partner units outstanding is as follows: Common Units- Common Units- Public Green Plains Total Units, December 31, 2018 11,551,147 11,586,548 23,137,695 Units issued under the LTIP 22,856 - 22,856 Units, September 30, 2019 11,574,003 11,586,548 23,160,551 Subordinated Unit Conversion The requirements under the partnership agreement for the conversion of all of the outstanding subordinated units into common units were satisfied upon the payment of the distribution with respect to the quarter ended June 30, 2018. Accordingly, the subordination period ended on August 13, 2018, the first business day after the date of the distribution payment, and all of the 15,889,642 outstanding subordinated units were converted into common units on a one-for-one basis. The conversion of the subordinated units did not impact the amount of cash distributions paid or the total number of outstanding units. 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 from available cash within 45 days after the end of each calendar quarter. 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 8, 2019 , the partnership distributed $ 11.3 million to unitholders of record as of February 1, 2019 , related to the quarterly cash distribution of $ 0.475 per unit that was declared on January 17, 2019 , for the quarter ended December 31, 2018. On May 10, 2019 , the partnership distributed $ 11.3 million to unitholders of record as of May 3, 2019 , related to the quarterly cash distribution of $ 0.475 per unit that was declared on April 18, 2019 , for the quarter ended March 31, 2019. On August 9, 2019 , the partnership distributed $ 11.3 million to unitholders of record as of August 2, 2019 , related to the quarterly cash distribution of $ 0.475 per unit that was declared on July 18, 2019 , for the quarter ended June 30, 2019. On October 17, 2019 , the board of directors of the general partner declared a quarterly cash distribution of $ 0.475 per unit, or approximately $ 11.3 million, for the quarter ended September 30, 2019. The distribution is payable on November 8, 2019, to unitholders of record at the close of business on November 1, 2019. The total cash distributions declared for the three and nine months ended September 30, 2019 and 2018, are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 General partner distributions $ 226 $ 310 $ 677 $ 930 Incentive distributions 53 73 159 219 Total distributions to general partner 279 383 836 1,149 Limited partner common units - public 5,497 5,487 16,481 16,452 Limited partner common units - Green Plains 5,504 9,633 16,512 13,803 Limited partner subordinated units - Green Plains - - - 15,095 Total distributions to limited partners 11,001 15,120 32,993 45,350 Total distributions declared $ 11,280 $ 15,503 $ 33,829 $ 46,499 |