Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 28, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Entity File Number | 001-37469 | |
Entity Registrant Name | GREEN PLAINS PARTNERS LP | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-3822258 | |
Entity Address, Address Line One | 1811 Aksarben Drive | |
Entity Address, City or Town | Omaha | |
Entity Address, State or Province | NE | |
Entity Address, Postal Zip Code | 68106 | |
City Area Code | 402 | |
Local Phone Number | 884-8700 | |
Title of 12(b) Security | Common Units, Representing Limited Partner Interests | |
Trading symbol | GPP | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 23,246,822 | |
Entity Central Index Key | 0001635650 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 16,527 | $ 17,645 |
Accounts receivable | 370 | 432 |
Accounts receivable from affiliates | 16,105 | 14,123 |
Prepaid expenses and other | 1,216 | 845 |
Total current assets | 34,218 | 33,045 |
Property and equipment, net of accumulated depreciation and amortization of $36,936 and $35,215, respectively | 27,686 | 28,773 |
Operating lease right-of-use assets | 40,145 | 38,863 |
Goodwill | 10,598 | 10,598 |
Investment in equity method investee | 3,564 | 3,193 |
Total assets | 116,211 | 114,472 |
Current liabilities | ||
Accounts payable | 6,044 | 4,232 |
Accounts payable to affiliates | 505 | 722 |
Accrued and other liabilities | 3,191 | 4,264 |
Asset retirement obligations | 1,971 | 1,156 |
Operating lease current liabilities | 12,330 | 12,108 |
Total current liabilities | 24,041 | 22,482 |
Long-term debt | 58,502 | 59,467 |
Asset retirement obligations | 2,237 | 2,658 |
Operating lease long-term liabilities | 29,116 | 27,562 |
Total liabilities | 113,896 | 112,169 |
Commitments and contingencies (Note 9) | ||
Partners' equity | ||
General partner interests | 54 | 57 |
Total partners' equity | 2,315 | 2,303 |
Total liabilities and partners' equity | 116,211 | 114,472 |
Common Units - Public | ||
Partners' equity | ||
Common unitholders | 135,733 | 135,666 |
Common Units - Green Plains | ||
Partners' equity | ||
Common unitholders | $ (133,472) | $ (133,420) |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property and equipment, accumulated depreciation and amortization | $ 36,936 | $ 35,215 |
Common Units - Public | ||
Units issued (in shares) | 11,641,105 | 11,641,105 |
Units outstanding (in shares) | 11,641,105 | 11,641,105 |
Common Units - Green Plains | ||
Units issued (in shares) | 11,586,548 | 11,586,548 |
Units outstanding (in shares) | 11,586,548 | 11,586,548 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues | ||||
Total revenues | $ 19,654 | $ 19,701 | $ 38,754 | $ 40,107 |
Operating expenses | ||||
Operations and maintenance (excluding depreciation and amortization reflected below) | 6,160 | 6,238 | 11,725 | 11,992 |
General and administrative | 925 | 1,059 | 2,110 | 2,260 |
Depreciation and amortization | 823 | 795 | 1,721 | 1,682 |
Total operating expenses | 7,908 | 8,092 | 15,556 | 15,934 |
Operating income | 11,746 | 11,609 | 23,198 | 24,173 |
Interest expense | (1,384) | (1,411) | (2,623) | (3,339) |
Income before income taxes and income from equity method investee | 10,362 | 10,198 | 20,575 | 20,834 |
Income tax expense | (39) | (68) | (77) | (152) |
Income from equity method investee | 196 | 168 | 371 | 343 |
Net income | 10,519 | 10,298 | 20,869 | 21,025 |
Net income attributable to partners' ownership interests: | ||||
General partner | 210 | 206 | 417 | 421 |
Limited partners - common unitholders | 10,309 | 10,092 | 20,452 | 20,604 |
Affiliate | ||||
Revenues | ||||
Total revenues | 18,742 | 18,531 | 36,837 | 37,840 |
Non-affiliate | ||||
Revenues | ||||
Total revenues | $ 912 | $ 1,170 | $ 1,917 | $ 2,267 |
Limited Partners | Common Units | ||||
Earnings per limited partner unit (basic and diluted): | ||||
Common units, basic (in dollars per share) | $ 0.44 | $ 0.44 | $ 0.88 | $ 0.89 |
Common units, diluted (in dollars per share) | $ 0.44 | $ 0.44 | $ 0.88 | $ 0.89 |
Weighted average limited partner units outstanding (basic and diluted): | ||||
Common units, basic (in shares) | 23,208 | 23,161 | 23,208 | 23,161 |
Common units, diluted (in shares) | 23,208 | 23,161 | 23,208 | 23,161 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities | ||
Net income | $ 20,869 | $ 21,025 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 1,721 | 1,682 |
Accretion | 133 | 129 |
Amortization of debt issuance costs | 66 | 1,130 |
Unit-based compensation | 119 | 159 |
Income from equity method investee | (371) | (343) |
Changes in operating assets and liabilities before effects of asset dispositions: | ||
Accounts receivable | 62 | (113) |
Accounts receivable from affiliates | (1,982) | 4,029 |
Prepaid expenses and other assets | (371) | (328) |
Accounts payable and accrued liabilities | 671 | (3,759) |
Accounts payable to affiliates | (217) | 370 |
Operating lease liabilities and right-of-use assets | 494 | 170 |
Other | 0 | 10 |
Net cash provided by operating activities | 21,194 | 24,161 |
Cash flows from investing activities | ||
Purchases of property and equipment | (305) | (291) |
Disposition of assets | 0 | 27,500 |
Net cash provided by (used in) investing activities | (305) | 27,209 |
Cash flows from financing activities | ||
Payments of distributions | (20,976) | (5,684) |
Proceeds from revolving credit facility | 0 | 2,700 |
Payments on revolving credit facility | 0 | (2,700) |
Principal payments on long-term debt | (1,031) | (46,834) |
Net cash used in financing activities | (22,007) | (52,518) |
Net change in cash and cash equivalents | (1,118) | (1,148) |
Cash and cash equivalents, beginning of period | 17,645 | 2,478 |
Cash and cash equivalents, end of period | 16,527 | 1,330 |
Supplemental disclosures of cash flow | ||
Cash paid for income taxes | 76 | 112 |
Cash paid for interest | $ 2,549 | $ 2,366 |
Basis of Presentation, Descript
Basis of Presentation, Description of Business and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation, Description of Business and Summary of Significant Accounting Policies | BASIS OF PRESENTATION, DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization References to “we,” “our,” “us” or “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 2021 annual report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on February 18, 2022. 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 and reduced by the partnership’s share of equity in undistributed losses and 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 and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the reporting period. The partnership bases its estimates on historical experience and assumptions it believes are proper and reasonable under the circumstances. The partnership regularly evaluates the appropriateness of these estimates and assumptions. Actual results could differ from those estimates. Key accounting policies, including, but not limited to, those related to revenue recognition, leases, depreciation of property and equipment, asset retirement obligations, and impairment of long-lived assets and goodwill are impacted 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 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 1.0 bgy ethanol marketing and distribution business since the partnership’s assets are the principal method of storing and delivering the ethanol the parent produces. The ethanol produced by the parent is fuel grade, made principally from starch extracted from corn, and is primarily used for blending with gasoline. Ethanol currently comprises approximately 10% of the U.S. gasoline market and is an economical source of octane and oxygenates for blending into the fuel supply. The partnership does not take ownership of, or receive any payments based on the value of the ethanol or other fuels it handles; as a result, the partnership does not have any direct exposure to fluctuations in commodity prices. Revenue Recognition The partnership recognizes 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. For contracts with customers in which a take-or-pay commitment exists, any minimum volume deficiency charges are recognized as revenue in the period incurred and are not allowed to be credited towards excess volumes in future periods. The partnership generates a substantial portion of its revenues under fee-based commercial agreements with Green Plains Trade. Operating lease revenue related to minimum volume commitments is recognized on a straight-line basis over the term of the lease. Under the terms of the storage and throughput agreement with Green Plains Trade, to the extent shortfalls associated with minimum volume commitments in the previous four quarters continue to exist, volumes in excess of the minimum volume commitment are applied to those shortfalls. Remaining excess volumes generating operating lease revenue are recognized as incurred. 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 storage and terminal 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 10 – Related Party Transactions to the consolidated financial statements for additional information . Impairment of Long-Lived Assets and Goodwill The partnership reviews its long-lived assets, currently consisting primarily of property and equipment and operating lease right-of-use assets, for impairment when events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. No impairment charges were recorded for the periods reported. The partnership’s goodwill currently is comprised of amounts recognized by the MLP predecessor related to terminal services assets. The partnership reviews goodwill at the reporting unit level for impairment at least annually, as of October 1, or more frequently when events or changes in circumstances indicate that impairment may have occurred. Leases The partnership leases certain facilities, parcels of land, and railcars. These leases are accounted for as operating leases, with lease expense recognized on a straight-line basis over the lease term. The term of the lease may include options to extend or terminate the lease when it is reasonably certain that such options will be exercised. For leases with initial terms greater than 12 months, the partnership records operating lease right-of-use assets and corresponding operating lease liabilities. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet. The partnership had no short-term lease expense for the three and six months ended June 30, 2022 or 2021. Operating lease right-of-use assets represent the right to control an underlying asset for the lease term and operating lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the partnership’s leases do not provide an implicit rate, the incremental borrowing rate is used based on information available at the commencement date to determine the present value of future payments. The partnership utilizes a portfolio approach for lease classification, which allows for an entity to group together leases with similar characteristics, provided that its application does not create a material difference when compared to accounting for the leases at a contract level. For the partnership’s railcar leases, the partnership combines the railcars within each contract rider and accounts for each contract rider as an individual lease. From a lessee perspective, the partnership combines both the lease and non-lease components and accounts for them as one lease component. Certain of the partnership’s railcar agreements provide for maintenance costs to be the responsibility of the partnership as incurred or charged by the lessor. This maintenance cost is a non-lease component that the partnership combines with the monthly rental payment and accounts for the total cost as operating lease expense. In addition, the partnership has a land lease that contains a non-lease component for the handling and unloading services the landlord provides. The partnership combines the cost of services with the land lease cost and accounts for the total as operating lease expense. The partnership records operating lease revenue as part of its operating lease agreements for storage and throughput services, rail transportation services, and certain terminal services. In addition, the partnership may sublease certain of its railcars to third parties on a short-term basis. These subleases are classified as operating leases, with the associated sublease revenue recognized on a straight-line basis over the sublease lease term. From a lessor perspective, the partnership classifies certain costs as lease costs for accounting purposes, which may differ from a tax or legal perspective. The partnership combines both the lease and non-lease components and accounts for them as one lease component. The storage and throughput agreement consists of costs paid by Green Plains Trade for the rental of the terminal facilities, which for accounting purposes are treated as lease costs, as well as other costs for the throughput services provided by the partnership, which are treated as non-lease costs. For this agreement, the partnership combines the facility rental revenue and the service revenue and accounts for the total as leasing revenue. Similarly, the railcar transportation services agreement consists of costs paid by Green Plains Trade for the use of the partnership’s railcar assets, which are treated as lease costs for accounting purposes, as well as costs for logistical operations management and other services, which are treated as non-lease costs. For this agreement, the partnership combines the railcar rental revenue and the service revenue and accounts for the total as leasing revenue. Please refer to Note 9 – Commitments and Contingencies to the consolidated financial statements for further details on operating lease expense and revenue. Please refer to Note 2 - Revenue to the consolidated financial statements for further details on the operating lease agreements in which the partnership is a lessor. 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. 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. Recent Accounting Pronouncements In March 2020, the FASB issued amended guidance in ASC 848, Reference Rate Reform Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and a subsequent update in January 2021, which provides optional expedients and exceptions to U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burden related to the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. The expedients and exceptions provided by the amended guidance do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The guidance is effective upon issuance and to be applied prospectively from any date beginning March 12, 2020, through December 31, 2022. The company does not have any hedges and the amended guidance is not expected to have a material impact on the partnership’s consolidated financial statements. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | REVENUE 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 (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Revenues Service revenues Terminal services $ 2,036 $ 2,207 $ 4,120 $ 4,209 Trucking and other 929 1,124 1,735 2,185 Total service revenues 2,965 3,331 5,855 6,394 Leasing revenues (1) Storage and throughput services 11,570 11,564 23,128 23,825 Railcar transportation services 5,119 4,795 9,771 9,837 Terminal services — 11 — 51 Total leasing revenues 16,689 16,370 32,899 33,713 Total revenues $ 19,654 $ 19,701 $ 38,754 $ 40,107 (1) Leasing revenues do not represent revenues recognized from contracts with customers under ASC 606, Revenue from Contracts with Customers , and are accounted for under ASC 842, 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. If Green Plains Trade, or other customers, fail to meet their minimum volume commitments during the applicable term, a deficiency payment equal to the deficient volume multiplied by the applicable fee is 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 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 also considered leasing revenue and recognized over the term of the lease based on the average volumetric capacity for which services are provided. 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, storage 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 charges 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 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 $18.7 million and $36.8 million for the three and six months ended June 30, 2022, respectively, and $18.5 million and $37.8 million for the three and six months ended June 30, 2021, 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 completion of performance obligations, and is generally recognized in the subsequent quarter. The following table reflects the changes in our unearned revenue from service agreements, which is recorded in accrued and other liabilities on the consolidated balance sheets, for the three and six months ended June 30, 2022 (in thousands): Amount Balance at January 1, 2022 $ 210 Revenue recognized included in beginning balance (210) Net additions 112 Balance at March 31, 2022 112 Revenue recognized included in beginning balance (112) Net additions 132 Balance at June 30, 2022 $ 132 The partnership expects to recognize all of the unearned revenue associated with service agreements from contracts with customers as of June 30, 2022, in the subsequent quarter when the product is withdrawn from tank storage. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Term Loan Facility Green Plains Operating Company has a term loan to fund working capital, capital expenditures and other general partnership purposes. On July 20, 2021, the credit facility was amended, decreasing the total amount available to $60.0 million, extending the maturity from December 31, 2021 to July 20, 2026, and converting the credit facility to a term loan. Under the terms of the amended agreement, BlackRock purchased the outstanding balance of the prior credit facility from the previous lenders. On February 11, 2022, the Amended Credit Facility was modified to allow Green Plains Partners and its affiliates to repurchase outstanding notes and in conjunction, the partnership repurchased $1.0 million of the outstanding notes and subsequently retired the notes. Interest on the term loan is based on three-month LIBOR plus 8.00%, with a 0% LIBOR floor. Interest is payable on the 15th day of each March, June, September and December during the term, which commenced September 15, 2021. The amended term loan does not require any principal payments; however, the partnership has the option to prepay $1.5 million per quarter beginning twelve months after the closing date. During the six months ended June 30, 2021, the partnership made $46.8 million in principal payments on the term loan, including $16.3 million of scheduled repayments, $27.5 million related to the sale of the storage assets located adjacent to the Ord, Nebraska ethanol plant, and a $3.0 million prepayment made with excess cash. As of June 30, 2022, the term loan had an outstanding balance of $59.0 million and an interest rate of 9.83%. The partnership’s obligations under the term loan are secured by a first priority lien on (i) the equity interests of the partnership’s present and future subsidiaries, (ii) all of the partnership’s present and future personal property, such as investment property, general intangibles and contract rights, including rights under any agreements with Green Plains Trade, (iii) all proceeds and products of the equity interests of the partnership’s present and future subsidiaries and its personal property and (iv) substantially all of the partnership’s real property and material leases of real 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 term loan also requires the partnership to maintain a maximum consolidated leverage ratio and a minimum consolidated debt service coverage ratio, each of which is calculated on a pro forma basis with respect to acquisitions and divestitures occurring during the applicable period. As of the end of any fiscal quarter, the maximum consolidated leverage ratio required is no more than 2.50x and the minimum debt service coverage ratio required is no less 1.10x. The consolidated leverage ratio is calculated by dividing total funded indebtedness by the sum of the four preceding fiscal quarters’ consolidated EBITDA. The consolidated debt service coverage ratio is calculated by taking the sum of the four preceding fiscal quarters’ consolidated EBITDA minus income taxes and consolidated capital expenditures for such period divided by the sum of the four preceding fiscal quarters’ consolidated interest charges plus consolidated scheduled funded debt payments for such period. Under the amended terms of the loan, the partnership has no restrictions on the amount of quarterly distribution payments, so long as (i) no default has occurred and is continuing, or would result from payment of the distribution, and (ii) the partnership and its subsidiaries are in compliance with its financial covenants and remain in compliance after payment of the distribution. The partnership had $59.0 million and $60.0 million of borrowings outstanding as of June 30, 2022, and December 31, 2021, respectively. In addition, the partnership had $0.5 million of unamortized debt issuance costs recorded as a direct reduction of the carrying value of the partnership’s long-term debt as of June 30, 2022 and December 31, 2021. The partnership believes the carrying amount of its debt approximated fair value at both June 30, 2022, and December 31, 2021. Covenant Compliance The partnership, including all of its subsidiaries, was in compliance with its debt covenants as of June 30, 2022. |
Dispositions
Dispositions | 6 Months Ended |
Jun. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Dispositions | DISPOSITIONS Ord Disposition On March 22, 2021, Green Plains completed the sale of its ethanol plant located in Ord, Nebraska to GreenAmerica Biofuels Ord LLC. Correspondingly, the partnership’s storage assets located adjacent to the Ord plant were sold to Green Plains for $27.5 million, along with the transfer of associated railcar operating leases. This transaction was accounted for as a transfer between entities under common control and was approved by the conflicts committee. There were no material transaction costs recorded for the disposition. The following is a summary of assets and liabilities disposed of or assumed (in thousands): Total consideration $ 27,500 Identifiable assets and liabilities disposed of: Property and equipment, net 542 Operating lease right-of-use assets 1,811 Operating lease current liabilities (1,021) Operating lease long-term liabilities (790) Total identifiable net assets 542 Partners' equity effect $ 26,958 In conjunction with the disposition, the partnership amended the 1) operational services agreement, 2) ethanol storage and throughput agreement, and 3) rail transportation services agreement. Please refer to Note 10 – Related Party Transactions to the consolidated financial statements for additional information. |
Unit-Based Compensation
Unit-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Unit-Based Compensation | UNIT-BASED COMPENSATION The partnership has a long-term incentive plan (LTIP) 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 at fair value on the grant date, with no adjustments for estimated forfeitures. The partnership records noncash compensation expense related to the awards over the requisite service period on a straight-line basis. The non-vested unit-based activity for the six months ended June 30, 2022, is as follows: Non-Vested Units Weighted-Average Grant-Date Fair Value Weighted-Average Remaining Vesting Term (in years) Non-vested at December 31, 2021 19,482 $ 12.32 Vested (19,482) 12.32 Non-vested at June 30, 2022 — $ — 0.0 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, 2022, respectively. Compensation costs related to the unit-based awards of $80 thousand and $159 thousand were recognized during the three and six months ended June 30, 2021, respectively. As of June 30, 2022, there were no unrecognized compensation costs from unit-based compensation awards. |
Partners' Equity
Partners' Equity | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Partners' Equity | PARTNERS’ EQUITY Changes in partners’ equity are as follows (in thousands): Limited Partners General Partner Total Common Units- Common Units- Balance, December 31, 2021 $ 135,666 $ (133,420) $ 57 $ 2,303 Quarterly cash distributions to unitholders ($0.44 per unit) (5,122) (5,098) (209) (10,429) Net income 5,083 5,060 207 10,350 Unit-based compensation, including general partner net contributions 59 — — 59 Balance, March 31, 2022 $ 135,686 $ (133,458) $ 55 $ 2,283 Quarterly cash distributions to unitholders ($0.445 per unit) (5,180) (5,156) (211) (10,547) Net income 5,167 5,142 210 10,519 Unit-based compensation, including general partner net contributions 60 — — 60 Balance, June 30, 2022 $ 135,733 $ (133,472) $ 54 $ 2,315 Limited Partners General Partner Total Common Units- Common Units- Balance, December 31, 2020 $ 124,823 $ (170,368) $ (917) $ (46,462) Quarterly cash distributions to unitholders ($0.12 per unit) (1,395) (1,390) (57) (2,842) Net income 5,264 5,248 215 10,727 Ord disposition — 26,419 539 26,958 Unit-based compensation, including general partner net contributions 79 — — 79 Balance, March 31, 2021 $ 128,771 $ (140,091) $ (220) $ (11,540) Quarterly cash distributions to unitholders ($0.12 per unit) (1,395) (1,390) (57) (2,842) Net income 5,054 5,038 206 10,298 Unit-based compensation, including general partner net contributions 80 — — 80 Balance, June 30, 2021 $ 132,510 $ (136,443) $ (71) $ (4,004) There was no change in the number of common limited partner units outstanding during the six months ended June 30, 2022. 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, assuming the partnership has 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, including those for future capital expenditures, future acquisitions and anticipated future debt service requirements, 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 entitle 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 or common units. On February 11, 2022, the partnership distributed $10.4 million to unitholders of record as of February 4, 2022, related to the quarterly cash distribution of $0.44 per unit that was declared on January 20, 2022, for the quarter ended December 31, 2021. On May 13, 2022, the partnership distributed $10.5 million to unitholders of record as of May 6, 2022, related to the quarterly cash distribution of $0.445 per unit that was declared on April 21, 2022, for the quarter ended March 31, 2022. On July 21, 2022, the board of directors of the general partner declared a quarterly cash distribution of $0.45 per unit, or approximately $10.7 million, for the quarter ended June 30, 2022. The distribution is payable on August 12, 2022, to unitholders of record at the close of business on August 5, 2022. The total cash distributions declared for the three and six months ended June 30, 2022 and 2021, are as follows (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 General partner distributions $ 213 $ 57 $ 424 $ 114 Limited partner common units - public 5,239 1,397 10,419 2,792 Limited partner common units - Green Plains 5,214 1,390 10,370 2,780 Total distributions to limited partners 10,453 2,787 20,789 5,572 Total distributions declared $ 10,666 $ 2,844 $ 21,213 $ 5,686 |
Earnings Per Unit
Earnings Per Unit | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Unit | EARNINGS PER UNIT The partnership computes earnings per unit using the two-class method. Earnings per unit applicable to common units is calculated by dividing the respective limited partners’ interest in net income by the weighted average number of common units outstanding during the period, adjusted for the dilutive effect of any outstanding dilutive securities. Diluted earnings per limited partner unit was the same as basic earnings per limited partner unit as there were no potentially dilutive common units outstanding as of June 30, 2022. 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 Limited Partner Common Units General Partner Total Net income: Distributions declared $ 10,453 $ 213 $ 10,666 Earnings less than distributions (144) (3) (147) Total net income $ 10,309 $ 210 $ 10,519 Weighted-average units outstanding - basic and diluted 23,208 Earnings per limited partner unit - basic and diluted $ 0.44 Six Months Ended Limited Partner Common Units General Partner Total Net income: Distributions declared $ 20,789 $ 424 $ 21,213 Earnings less than distributions (337) (7) (344) Total net income $ 20,452 $ 417 $ 20,869 Weighted-average units outstanding - basic and diluted 23,208 Earnings per limited partner unit - basic and diluted $ 0.88 Three Months Ended Limited Partner Common Units General Partner Total Net income: Distributions declared $ 2,787 $ 57 $ 2,844 Earnings in excess of distributions 7,305 149 7,454 Total net income $ 10,092 $ 206 $ 10,298 Weighted-average units outstanding - basic and diluted 23,161 Earnings per limited partner unit - basic and diluted $ 0.44 Six Months Ended Limited Partner Common Units General Partner Total Net income: Distributions declared $ 5,572 $ 114 $ 5,686 Earnings in excess of distributions 15,032 307 15,339 Total net income $ 20,604 $ 421 $ 21,025 Weighted-average units outstanding - basic and diluted 23,161 Earnings per limited partner unit - basic and diluted $ 0.89 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The partnership is a limited partnership, which is not subject to federal income taxes. However, the partnership is subject to state income taxes in certain states. As a result, the financial statements reflect a provision or benefit for such income taxes. The general partner and the unitholders are responsible for paying federal and state income taxes on their share of the partnership’s taxable income. The partnership’s income tax balances did not have a material impact on the financial statements. 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. The partnership does not have any material uncertain tax positions as of June 30, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Operating Lease Expense The partnership leases certain facilities, parcels of land, and railcars with remaining terms ranging from less than one year to approximately 9.3 years, including renewal options reasonably certain to be exercised for the land and facility leases. Railcar agreement renewals are not considered reasonably certain to be exercised as they typically renew with different underlying terms. The components of lease expense for the three and six months ended June 30, 2022 and 2021, are as follows (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Lease expense Operating lease expense $ 3,676 $ 3,670 $ 7,169 $ 7,355 Variable lease expense (benefit) (1) 187 119 162 (157) Total lease expense $ 3,863 $ 3,789 $ 7,331 $ 7,198 (1) Represents railcar lease abatements provided by the lessor when railcars are out of service during periods of maintenance or upgrade, offset by amounts incurred in excess of the minimum payments required for the handling and unloading of railcars for a certain lease. Supplemental cash flow information related to operating leases is as follows (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,329 $ 3,587 $ 6,687 $ 7,185 Right-of-use assets obtained in exchange for lease obligations: Operating leases 3,031 3,427 7,740 9,682 Right-of-use assets and lease obligations derecognized due to lease modifications: Operating leases — — — 51 Supplemental balance sheet information related to operating leases is as follows: June 30, December 31, 2021 Weighted average remaining lease term 4.0 years 4.1 years Weighted average discount rate 3.53 % 3.65 % Aggregate minimum lease payments under the operating lease agreements for the remainder of 2022 and in future years are as follows (in thousands): Year Ending December 31, Amount 2022 $ 7,115 2023 12,576 2024 10,533 2025 7,962 2026 3,078 Thereafter 3,236 Total 44,500 Less: Present value discount (3,054) Operating lease liabilities $ 41,446 The partnership has additional railcar operating leases that are anticipated to commence within the next twelve months, with undiscounted future lease payments of approximately $4.4 million and lease terms of five years. This amount is not included in the tables above. Lease Revenue The components of lease revenue for the three and six months ended June 30, 2022 and 2021, are as follows (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Lease revenue Operating lease revenue $ 15,833 $ 15,734 $ 31,591 $ 32,560 Variable lease revenue (1) 856 636 1,308 1,153 Total lease revenue $ 16,689 $ 16,370 $ 32,899 $ 33,713 (1) Represents amounts charged to Green Plains Trade under the storage and throughput agreement in excess of the initial rate of $0.05 per gallon, amounts delivered by Green Plains Trade and other customers in excess of various minimum volume commitments, and the difference between the contracted railcar volumetric capacity and the actual amount provided to Green Plains Trade during the period. In accordance with the amended storage and throughput agreement, Green Plains Trade is obligated to deliver a minimum volume of 217.7 mmg per calendar quarter to the partnership’s storage facilities and pay $0.05312 per gallon on all volume it throughputs associated with the agreement. The rate increased on July 1, 2020 from $0.05 per gallon to $0.05312 per gallon in accordance with the terms of the agreement. The minimum volume commitment decreased from 232.5 mmg per calendar quarter to 217.7 mmg per calendar quarter as of March 22, 2021, in conjunction with the Ord disposition. The remaining lease term for the storage and throughput agreement is 7.0 years with automatic one year renewal periods in which either party has the right to terminate the contract. Due to the unilateral right to termination during the renewal period, the lease contract would no longer contain enforceable rights or obligations. Therefore, the lease term does not include the successive one year renewal periods. Anticipated minimum operating lease revenue under this agreement assuming a consistent rate of $0.05312 per gallon for the remainder of 2022 and in future years, is as follows (in thousands): Year Ending December 31, Amount 2022 $ 23,128 2023 46,257 2024 46,257 2025 46,257 2026 46,257 Thereafter 115,642 Total $ 323,798 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. The remaining lease term for this agreement is 4.4 years, with automatic one year renewal periods in which either party has the right to terminate the contract. Due to the unilateral right to termination during the renewal period, the lease contract would no longer contain enforceable rights or obligations. Therefore, the lease term does not include the successive one year renewal periods. 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 be reduced based on the amount of volumetric capacity available for use during any applicable period. Anticipated minimum operating lease revenue under this agreement for the remainder of 2022 and in future years is as follows (in thousands): Year Ending December 31, Amount 2022 $ 9,194 2023 15,120 2024 12,154 2025 8,750 2026 2,667 Thereafter 1,403 Total $ 49,288 Other Commitments and Contingencies The partnership has agreements for contracted services with certain vendors that require the partnership to pay minimum monthly amounts, which expire on various dates. These agreements do not contain an identified asset and therefore are not considered operating leases. The partnership satisfied the minimum commitments under these agreements during the six months ended June 30, 2022 and 2021. Aggregate minimum payments under these agreements for the remainder of 2022 and in future years are as follows (in thousands): Year Ending December 31, Amount 2022 $ 330 2023 — 2024 — 2025 — 2026 — Thereafter — Total $ 330 Legal The partnership may be involved in litigation that arises during the ordinary course of business. Currently, the partnership is not a party to any material litigation. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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 $0.8 million and $1.7 million for the three and six months ended June 30, 2022, respectively, and $0.8 million and $1.6 million for the three and six months ended June 30, 2021, 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 certain 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: • Storage and throughput agreement, expiring on June 30, 2029; • Rail transportation services agreement, expiring on November 30, 2026; • Trucking transportation agreement, expiring on May 31, 2023; • Terminal services agreement for the Birmingham, Alabama unit train terminal, expiring on December 31, 2022; and • Various other terminal services agreements, 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. Refer to Item 15 - Exhibits, Financial Statement Schedules in our 2021 annual report 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 volume of 217.7 mmg of product per calendar quarter to the partnership’s storage facilities and pay $0.05312 per gallon on all volume it throughputs associated with the agreement. The rate increased on July 1, 2020 from $0.05 per gallon to $0.05312 per gallon in accordance with the terms of the agreement. The minimum volume commitment decreased from 232.5 mmg per calendar quarter to 217.7 mmg per calendar quarter as of March 22, 2021, in conjunction with the Ord disposition. In addition, the storage and throughput agreement with Green Plains Trade was extended an additional year to June 30, 2029 as part of this transaction. 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 payments due on future volumes delivered by Green Plains Trade in excess of the minimum volume commitment during the following four quarters, after which time this option will expire. For the three months ended June 30, 2022, Green Plains Trade exceeded the minimum volume commitment and utilized a prior period deficiency credit of $0.8 million toward the excess volume. Prior year credits of $0.6 million expired unused, leaving a cumulative balance of minimum volume deficiency credits available to Green Plains Trade of $3.8 million. These credits expire, if unused, as follows: • $1.9 million, expiring on September 30, 2022; • $0.8 million, expiring on December 31, 2022; and • $1.1 million, expiring on March 31, 2023. The above credits have been previously recognized as revenue by the partnership, and as such, future volumes throughput by Green Plains Trade in excess of the quarterly minimum volume commitment, up to the amount of these credits, will not be recognized in revenue in future periods prior to expiration. 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 average daily railcar volumetric capacity provided by the partnership was 74.5 mmg and 72.1 mmg, respectively, and the associated monthly fee was approximately $0.0229 and $0.0228 per gallon, respectively, during the three and six months ended June 30, 2022. The average daily railcar volumetric capacity provided by the partnership was 69.4 mmg and 71.2 mmg, respectively, and the associated monthly fee was approximately $0.0230 and $0.0231 per gallon, respectively, during the three and six months ended June 30, 2021.The partnership’s leased railcar fleet consisted of approximately 2,530 and 2,480 railcars as of June 30, 2022 and 2021, respectively. Green Plains Trade is also obligated to use the partnership for logistical operations management and other services related to average daily railcar volumetric capacity provided by Green Plains Trade, which was approximately 0.7 mmg for both the six months ended June 30, 2022 and 2021. 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. As needed, Green Plains Trade 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 applicable 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 existing Birmingham terminal services agreement, effective through December 31, 2022, Green Plains Trade is obligated to throughput a minimum volume commitment of approximately 8.3 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 $16.7 million and $32.9 million for the three and six months ended June 30, 2022 and $16.3 million and $33.6 million for the three and six months ended June 30, 2021, respectively. In addition, the partnership recorded revenues from Green Plains Trade and other Green Plains subsidiaries related to trucking and terminal services of $2.0 million and $3.9 million for the three and six months ended June 30, 2022, respectively, and $2.2 million and $4.2 million for the three and six months ended June 30, 2021, respectively. Cash Distributions The partnership distributed $5.4 million and $10.7 million to Green Plains related to the quarterly cash distribution paid for the three and six months ended June 30, 2022, respectively, and $1.5 million and $2.9 million for the three and six months ended June 30, 2021, respectively. |
Equity Method Investment
Equity Method Investment | 6 Months Ended |
Jun. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investment | EQUITY METHOD INVESTMENT NLR Energy Logistics LLC The partnership and Delek Renewables LLC have a 50/50 joint venture, NLR Energy Logistics LLC, which operates a 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. As of June 30, 2022, the partnership’s investment balance in the joint venture was $3.6 million. The partnership does not consolidate any part of the assets or liabilities or operating results of its equity method investee. The partnership’s share of net income or loss in the investee increases or decreases, as applicable, the carrying 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 consent of the other investor without regard to economic interest. |
Basis of Presentation, Descri_2
Basis of Presentation, Description of Business and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization References to “we,” “our,” “us” or “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 | 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 2021 annual report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on February 18, 2022. |
Use of Estimates in the Preparation of Consolidated Financial Statements | Use of Estimates in the Preparation of Consolidated Financial Statements Preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the reporting period. The partnership bases its estimates on historical experience and assumptions it believes are proper and reasonable under the circumstances. The partnership regularly evaluates the appropriateness of these estimates and assumptions. Actual results could differ from those estimates. Key accounting policies, including, but not limited to, those related to revenue recognition, leases, depreciation of property and equipment, asset retirement obligations, and impairment of long-lived assets and goodwill are impacted by judgments, assumptions and estimates used to prepare the consolidated financial statements. |
Description of Business | Description of Business |
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. For contracts with customers in which a take-or-pay commitment exists, any minimum volume deficiency charges are recognized as revenue in the period incurred and are not allowed to be credited towards excess volumes in future periods. |
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 storage and terminal 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 10 – Related Party Transactions to the consolidated financial statements for additional information . |
Impairment of Long-Lived Assets and Goodwill | Impairment of Long-Lived Assets and Goodwill The partnership reviews its long-lived assets, currently consisting primarily of property and equipment and operating lease right-of-use assets, for impairment when events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. No impairment charges were recorded for the periods reported. |
Leases | Leases The partnership leases certain facilities, parcels of land, and railcars. These leases are accounted for as operating leases, with lease expense recognized on a straight-line basis over the lease term. The term of the lease may include options to extend or terminate the lease when it is reasonably certain that such options will be exercised. For leases with initial terms greater than 12 months, the partnership records operating lease right-of-use assets and corresponding operating lease liabilities. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet. The partnership had no short-term lease expense for the three and six months ended June 30, 2022 or 2021. Operating lease right-of-use assets represent the right to control an underlying asset for the lease term and operating lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the partnership’s leases do not provide an implicit rate, the incremental borrowing rate is used based on information available at the commencement date to determine the present value of future payments. The partnership utilizes a portfolio approach for lease classification, which allows for an entity to group together leases with similar characteristics, provided that its application does not create a material difference when compared to accounting for the leases at a contract level. For the partnership’s railcar leases, the partnership combines the railcars within each contract rider and accounts for each contract rider as an individual lease. From a lessee perspective, the partnership combines both the lease and non-lease components and accounts for them as one lease component. Certain of the partnership’s railcar agreements provide for maintenance costs to be the responsibility of the partnership as incurred or charged by the lessor. This maintenance cost is a non-lease component that the partnership combines with the monthly rental payment and accounts for the total cost as operating lease expense. In addition, the partnership has a land lease that contains a non-lease component for the handling and unloading services the landlord provides. The partnership combines the cost of services with the land lease cost and accounts for the total as operating lease expense. The partnership records operating lease revenue as part of its operating lease agreements for storage and throughput services, rail transportation services, and certain terminal services. In addition, the partnership may sublease certain of its railcars to third parties on a short-term basis. These subleases are classified as operating leases, with the associated sublease revenue recognized on a straight-line basis over the sublease lease term. From a lessor perspective, the partnership classifies certain costs as lease costs for accounting purposes, which may differ from a tax or legal perspective. The partnership combines both the lease and non-lease components and accounts for them as one lease component. The storage and throughput agreement consists of costs paid by Green Plains Trade for the rental of the terminal facilities, which for accounting purposes are treated as lease costs, as well as other costs for the throughput services provided by the partnership, which are treated as non-lease costs. For this agreement, the partnership combines the facility rental revenue and the service revenue and accounts for the total as leasing revenue. Similarly, the railcar transportation services agreement consists of costs paid by Green Plains Trade for the use of the partnership’s railcar assets, which are treated as lease costs for accounting purposes, as well as costs for logistical operations management and other services, which are treated as non-lease costs. For this agreement, the partnership combines the railcar rental revenue and the service revenue and accounts for the total as leasing revenue. |
Asset Retirement Obligations | Asset Retirement ObligationsThe 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. |
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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2020, the FASB issued amended guidance in ASC 848, Reference Rate Reform Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and a subsequent update in January 2021, which provides optional expedients and exceptions to U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burden related to the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. The expedients and exceptions provided by the amended guidance do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The guidance is effective upon issuance and to be applied prospectively from any date beginning March 12, 2020, through December 31, 2022. The company does not have any hedges and the amended guidance is not expected to have a material impact on the partnership’s consolidated financial statements. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue by Major Source | The following table disaggregates our revenue by major source (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Revenues Service revenues Terminal services $ 2,036 $ 2,207 $ 4,120 $ 4,209 Trucking and other 929 1,124 1,735 2,185 Total service revenues 2,965 3,331 5,855 6,394 Leasing revenues (1) Storage and throughput services 11,570 11,564 23,128 23,825 Railcar transportation services 5,119 4,795 9,771 9,837 Terminal services — 11 — 51 Total leasing revenues 16,689 16,370 32,899 33,713 Total revenues $ 19,654 $ 19,701 $ 38,754 $ 40,107 (1) Leasing revenues do not represent revenues recognized from contracts with customers under ASC 606, Revenue from Contracts with Customers , and are accounted for under ASC 842, Leases . |
Changes in Unearned Revenue from Service Agreements | The following table reflects the changes in our unearned revenue from service agreements, which is recorded in accrued and other liabilities on the consolidated balance sheets, for the three and six months ended June 30, 2022 (in thousands): Amount Balance at January 1, 2022 $ 210 Revenue recognized included in beginning balance (210) Net additions 112 Balance at March 31, 2022 112 Revenue recognized included in beginning balance (112) Net additions 132 Balance at June 30, 2022 $ 132 |
Dispositions (Tables)
Dispositions (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Assets and Liabilities Disposed of | The following is a summary of assets and liabilities disposed of or assumed (in thousands): Total consideration $ 27,500 Identifiable assets and liabilities disposed of: Property and equipment, net 542 Operating lease right-of-use assets 1,811 Operating lease current liabilities (1,021) Operating lease long-term liabilities (790) Total identifiable net assets 542 Partners' equity effect $ 26,958 |
Unit-Based Compensation (Tables
Unit-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Non-Vested Unit Based Activity | The non-vested unit-based activity for the six months ended June 30, 2022, is as follows: Non-Vested Units Weighted-Average Grant-Date Fair Value Weighted-Average Remaining Vesting Term (in years) Non-vested at December 31, 2021 19,482 $ 12.32 Vested (19,482) 12.32 Non-vested at June 30, 2022 — $ — 0.0 |
Partners' Equity (Tables)
Partners' Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Changes in Partners' Deficit | Changes in partners’ equity are as follows (in thousands): Limited Partners General Partner Total Common Units- Common Units- Balance, December 31, 2021 $ 135,666 $ (133,420) $ 57 $ 2,303 Quarterly cash distributions to unitholders ($0.44 per unit) (5,122) (5,098) (209) (10,429) Net income 5,083 5,060 207 10,350 Unit-based compensation, including general partner net contributions 59 — — 59 Balance, March 31, 2022 $ 135,686 $ (133,458) $ 55 $ 2,283 Quarterly cash distributions to unitholders ($0.445 per unit) (5,180) (5,156) (211) (10,547) Net income 5,167 5,142 210 10,519 Unit-based compensation, including general partner net contributions 60 — — 60 Balance, June 30, 2022 $ 135,733 $ (133,472) $ 54 $ 2,315 Limited Partners General Partner Total Common Units- Common Units- Balance, December 31, 2020 $ 124,823 $ (170,368) $ (917) $ (46,462) Quarterly cash distributions to unitholders ($0.12 per unit) (1,395) (1,390) (57) (2,842) Net income 5,264 5,248 215 10,727 Ord disposition — 26,419 539 26,958 Unit-based compensation, including general partner net contributions 79 — — 79 Balance, March 31, 2021 $ 128,771 $ (140,091) $ (220) $ (11,540) Quarterly cash distributions to unitholders ($0.12 per unit) (1,395) (1,390) (57) (2,842) Net income 5,054 5,038 206 10,298 Unit-based compensation, including general partner net contributions 80 — — 80 Balance, June 30, 2021 $ 132,510 $ (136,443) $ (71) $ (4,004) |
Total Cash Distributions Declared | The total cash distributions declared for the three and six months ended June 30, 2022 and 2021, are as follows (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 General partner distributions $ 213 $ 57 $ 424 $ 114 Limited partner common units - public 5,239 1,397 10,419 2,792 Limited partner common units - Green Plains 5,214 1,390 10,370 2,780 Total distributions to limited partners 10,453 2,787 20,789 5,572 Total distributions declared $ 10,666 $ 2,844 $ 21,213 $ 5,686 |
Earnings Per Unit (Tables)
Earnings Per Unit (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Calculation of Earnings Per Limited Partner Unit - Basic and Diluted | 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 Limited Partner Common Units General Partner Total Net income: Distributions declared $ 10,453 $ 213 $ 10,666 Earnings less than distributions (144) (3) (147) Total net income $ 10,309 $ 210 $ 10,519 Weighted-average units outstanding - basic and diluted 23,208 Earnings per limited partner unit - basic and diluted $ 0.44 Six Months Ended Limited Partner Common Units General Partner Total Net income: Distributions declared $ 20,789 $ 424 $ 21,213 Earnings less than distributions (337) (7) (344) Total net income $ 20,452 $ 417 $ 20,869 Weighted-average units outstanding - basic and diluted 23,208 Earnings per limited partner unit - basic and diluted $ 0.88 Three Months Ended Limited Partner Common Units General Partner Total Net income: Distributions declared $ 2,787 $ 57 $ 2,844 Earnings in excess of distributions 7,305 149 7,454 Total net income $ 10,092 $ 206 $ 10,298 Weighted-average units outstanding - basic and diluted 23,161 Earnings per limited partner unit - basic and diluted $ 0.44 Six Months Ended Limited Partner Common Units General Partner Total Net income: Distributions declared $ 5,572 $ 114 $ 5,686 Earnings in excess of distributions 15,032 307 15,339 Total net income $ 20,604 $ 421 $ 21,025 Weighted-average units outstanding - basic and diluted 23,161 Earnings per limited partner unit - basic and diluted $ 0.89 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Components of Lease Expense | The components of lease expense for the three and six months ended June 30, 2022 and 2021, are as follows (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Lease expense Operating lease expense $ 3,676 $ 3,670 $ 7,169 $ 7,355 Variable lease expense (benefit) (1) 187 119 162 (157) Total lease expense $ 3,863 $ 3,789 $ 7,331 $ 7,198 |
Supplemental Cash Flow Information Related to Operating Leases | Supplemental cash flow information related to operating leases is as follows (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,329 $ 3,587 $ 6,687 $ 7,185 Right-of-use assets obtained in exchange for lease obligations: Operating leases 3,031 3,427 7,740 9,682 Right-of-use assets and lease obligations derecognized due to lease modifications: Operating leases — — — 51 |
Supplemental Balance Sheet Information Related to Operating Leases | Supplemental balance sheet information related to operating leases is as follows: June 30, December 31, 2021 Weighted average remaining lease term 4.0 years 4.1 years Weighted average discount rate 3.53 % 3.65 % |
Aggregate Minimum Lease Payments | Aggregate minimum lease payments under the operating lease agreements for the remainder of 2022 and in future years are as follows (in thousands): Year Ending December 31, Amount 2022 $ 7,115 2023 12,576 2024 10,533 2025 7,962 2026 3,078 Thereafter 3,236 Total 44,500 Less: Present value discount (3,054) Operating lease liabilities $ 41,446 |
Components of Lease Revenue | The components of lease revenue for the three and six months ended June 30, 2022 and 2021, are as follows (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Lease revenue Operating lease revenue $ 15,833 $ 15,734 $ 31,591 $ 32,560 Variable lease revenue (1) 856 636 1,308 1,153 Total lease revenue $ 16,689 $ 16,370 $ 32,899 $ 33,713 |
Summary of Minimum Future Rental Revenue | Anticipated minimum operating lease revenue under this agreement assuming a consistent rate of $0.05312 per gallon for the remainder of 2022 and in future years, is as follows (in thousands): Year Ending December 31, Amount 2022 $ 23,128 2023 46,257 2024 46,257 2025 46,257 2026 46,257 Thereafter 115,642 Total $ 323,798 Anticipated minimum operating lease revenue under this agreement for the remainder of 2022 and in future years is as follows (in thousands): Year Ending December 31, Amount 2022 $ 9,194 2023 15,120 2024 12,154 2025 8,750 2026 2,667 Thereafter 1,403 Total $ 49,288 |
Contractual Obligation, Fiscal Year Maturity | Aggregate minimum payments under these agreements for the remainder of 2022 and in future years are as follows (in thousands): Year Ending December 31, Amount 2022 $ 330 2023 — 2024 — 2025 — 2026 — Thereafter — Total $ 330 |
Basis of Presentation, Descri_3
Basis of Presentation, Description of Business and Summary of Significant Accounting Policies (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) segment | Jun. 30, 2021 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Impairment charges | $ 0 | $ 0 | $ 0 | $ 0 |
Short-term lease expense | $ 0 | $ 0 | $ 0 | $ 0 |
Number of reportable segments | segment | 1 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue by Major Source (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 19,654 | $ 19,701 | $ 38,754 | $ 40,107 |
Service revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2,965 | 3,331 | 5,855 | 6,394 |
Terminal services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2,036 | 2,207 | 4,120 | 4,209 |
Trucking and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 929 | 1,124 | 1,735 | 2,185 |
Leasing revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 16,689 | 16,370 | 32,899 | 33,713 |
Storage and throughput services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 11,570 | 11,564 | 23,128 | 23,825 |
Railcar transportation services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 5,119 | 4,795 | 9,771 | 9,837 |
Terminal services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 0 | $ 11 | $ 0 | $ 51 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) mi | Jun. 30, 2021 USD ($) | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 19,654 | $ 19,701 | $ 38,754 | $ 40,107 |
Green Plains Trade Group LLC | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 18,700 | $ 18,500 | $ 36,800 | $ 37,800 |
Minimum | ||||
Disaggregation of Revenue [Line Items] | ||||
Payment terms | 10 days | |||
Percent of partnership's revenue, major customers benchmark | 10% | 10% | 10% | 10% |
Maximum | ||||
Disaggregation of Revenue [Line Items] | ||||
Average trucking miles traveled from receipt point to delivery point (in miles) | mi | 100 | |||
Payment terms | 30 days |
Revenue - Changes in Unearned R
Revenue - Changes in Unearned Revenue From Service Agreements (Details) - Service Agreements - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | |
Contract with Customer, Liability [Roll Forward] | ||
Beginning balance | $ 112 | $ 210 |
Revenue recognized included in beginning balance | (112) | (210) |
Net additions | 132 | 112 |
Ending balance | $ 132 | $ 112 |
Debt (Details)
Debt (Details) - USD ($) $ in Millions | 6 Months Ended | ||||
Feb. 11, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Jul. 20, 2021 | |
Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Line of credit, carrying value | $ 59 | $ 60 | |||
Debt issuance costs | 0.5 | $ 0.5 | |||
Term Loan | |||||
Debt Instrument [Line Items] | |||||
Line of credit, maximum borrowing capacity | $ 60 | ||||
Debt repurchased | $ 1 | ||||
Option to prepay per quarter | $ 1.5 | ||||
Term Loan | Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Option to prepay, post closing date period | 12 months | ||||
Payments on credit facility | $ 46.8 | ||||
Periodic payments (including interest) | 16.3 | ||||
Prepayment due to excess cash | 3 | ||||
Line of credit, carrying value | $ 59 | ||||
Debt instrument, effective rate | 9.83% | ||||
Leverage ratio , maximum | 2.50 | ||||
Coverage ratio, minimum | 1.10 | ||||
Term Loan | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Interest rate, basis spread on variable rate, percentage | 8% | ||||
Variable floor rate | 0% | ||||
Storage Assets Located Adjacent To Ord Plant | Term Loan | Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Payments on credit facility | $ 27.5 |
Dispositions - Narrative (Detai
Dispositions - Narrative (Details) $ in Millions | Mar. 22, 2021 USD ($) |
Ethanol Plant In Ord, Nebraska | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Total consideration received | $ 27.5 |
Dispositions - Summary of Asset
Dispositions - Summary of Assets and Liabilities Disposed of (Details) - Storage Assets Located Adjacent To Ord Plant $ in Thousands | Mar. 22, 2021 USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Total consideration | $ 27,500 |
Property and equipment, net | 542 |
Operating lease right-of-use assets | 1,811 |
Operating lease current liabilities | (1,021) |
Operating lease long-term liabilities | (790) |
Total identifiable net assets | 542 |
Partners' equity effect | $ 26,958 |
Unit-Based Compensation - Narra
Unit-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized | 2,500,000 | 2,500,000 | ||
Limited Partner Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost (benefit) | $ 60 | $ 80 | $ 119 | $ 159 |
Unrecognized compensation costs | $ 0 | $ 0 |
Unit-Based Compensation - Non-V
Unit-Based Compensation - Non-Vested Unit Based Activity (Details) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Non-Vested Units | |
Non-vested, beginning balance (in shares) | shares | 19,482 |
Vested (in shares) | shares | (19,482) |
Non-vested, ending balance (in shares) | shares | 0 |
Weighted-Average Grant-Date Fair Value | |
Non-vested, beginning balance (in dollars per share) | $ / shares | $ 12.32 |
Vested (in dollars per share) | $ / shares | 12.32 |
Non-vested, ending balance (in dollars per share) | $ / shares | $ 0 |
Non-vested, weighted-average remaining vesting term (in years) | 0 years |
Partners' Equity - Changes in P
Partners' Equity - Changes in Partners' Deficit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||||
May 13, 2022 | Feb. 11, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Beginning balance | $ 2,283 | $ 2,303 | $ (11,540) | $ (46,462) | ||
Quarterly cash distributions to unitholders | $ (10,500) | $ (10,400) | $ (10,547) | $ (10,429) | $ (2,842) | (2,842) |
Quarterly distribution paid (in dollars per share) | $ 0.445 | $ 0.44 | $ 0.445 | $ 0.44 | $ 0.12 | |
Net income | $ 10,519 | $ 10,350 | $ 10,298 | 10,727 | ||
Unit-based compensation, including general partner net contributions | 60 | 59 | 80 | 79 | ||
Ord disposition | 26,958 | |||||
Ending balance | 2,315 | 2,283 | (4,004) | (11,540) | ||
General Partner | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Beginning balance | 55 | 57 | (220) | (917) | ||
Quarterly cash distributions to unitholders | (211) | (209) | (57) | (57) | ||
Net income | 210 | 207 | 206 | 215 | ||
Unit-based compensation, including general partner net contributions | 0 | 0 | 0 | 0 | ||
Ord disposition | 539 | |||||
Ending balance | 54 | 55 | (71) | (220) | ||
Common Units - Public | Limited Partners | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Beginning balance | 135,686 | 135,666 | 128,771 | 124,823 | ||
Quarterly cash distributions to unitholders | (5,180) | (5,122) | (1,395) | (1,395) | ||
Net income | 5,167 | 5,083 | 5,054 | 5,264 | ||
Unit-based compensation, including general partner net contributions | 60 | 59 | 80 | 79 | ||
Ord disposition | 0 | |||||
Ending balance | 135,733 | 135,686 | 132,510 | 128,771 | ||
Common Units - Green Plains | Limited Partners | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Beginning balance | (133,458) | (133,420) | (140,091) | (170,368) | ||
Quarterly cash distributions to unitholders | (5,156) | (5,098) | (1,390) | (1,390) | ||
Net income | 5,142 | 5,060 | 5,038 | 5,248 | ||
Unit-based compensation, including general partner net contributions | 0 | 0 | 0 | 0 | ||
Ord disposition | 26,419 | |||||
Ending balance | $ (133,472) | $ (133,458) | $ (136,443) | $ (140,091) |
Partners' Equity - Narrative (D
Partners' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||
Jul. 21, 2022 | May 13, 2022 | Feb. 11, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Limited Partners' Capital Account [Line Items] | |||||||||
Threshold period after end of each calendar quarter for distribution payment | 45 days | ||||||||
Distribution per unit (in dollars per share) | $ 0.46 | ||||||||
Total distributions paid | $ 10,500 | $ 10,400 | $ 10,547 | $ 10,429 | $ 2,842 | $ 2,842 | |||
Quarterly distribution paid (in dollars per share) | $ 0.445 | $ 0.44 | $ 0.445 | $ 0.44 | $ 0.12 | ||||
Distributions declared | $ 10,666 | $ 2,844 | $ 21,213 | $ 5,686 | |||||
Subsequent Event | |||||||||
Limited Partners' Capital Account [Line Items] | |||||||||
Quarterly distribution declared (in dollars per share) | $ 0.45 | ||||||||
Distributions declared | $ 10,700 | ||||||||
Maximum | |||||||||
Limited Partners' Capital Account [Line Items] | |||||||||
Incentive distribution, percentage of available cash distributed from operating surplus | 48% |
Partners' Equity - Total Cash D
Partners' Equity - Total Cash Distributions Declared (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Distribution Made to Limited Partner [Line Items] | ||||
Total distributions declared | $ 10,666 | $ 2,844 | $ 21,213 | $ 5,686 |
General Partner | ||||
Distribution Made to Limited Partner [Line Items] | ||||
Total distributions declared | 213 | 57 | 424 | 114 |
Limited Partners | Common Units - Public | ||||
Distribution Made to Limited Partner [Line Items] | ||||
Total distributions declared | 5,239 | 1,397 | 10,419 | 2,792 |
Limited Partners | Common Units - Green Plains | ||||
Distribution Made to Limited Partner [Line Items] | ||||
Total distributions declared | 5,214 | 1,390 | 10,370 | 2,780 |
Limited Partners | Common Units | ||||
Distribution Made to Limited Partner [Line Items] | ||||
Total distributions declared | $ 10,453 | $ 2,787 | $ 20,789 | $ 5,572 |
Earnings Per Unit - Narrative (
Earnings Per Unit - Narrative (Details) | 3 Months Ended |
Jun. 30, 2022 shares | |
Earnings Per Share [Abstract] | |
Potentially dilutive common or subordinated units outstanding (in shares) | 0 |
Earnings Per Unit - Earnings Pe
Earnings Per Unit - Earnings Per Limited Partner Unit - Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Unit [Line Items] | ||||
Distributions declared | $ 10,666 | $ 2,844 | $ 21,213 | $ 5,686 |
Earnings less than distributions | (147) | (344) | ||
Earnings in excess of distributions | 7,454 | 15,339 | ||
Total net income, basic | 10,519 | 10,298 | 20,869 | 21,025 |
Total net income, diluted | 10,519 | 10,298 | 20,869 | 21,025 |
General Partner | ||||
Earnings Per Unit [Line Items] | ||||
Distributions declared | 213 | 57 | 424 | 114 |
Earnings less than distributions | (3) | (7) | ||
Earnings in excess of distributions | 149 | 307 | ||
Total net income, basic | 210 | 206 | 417 | 421 |
Total net income, diluted | 210 | 206 | 417 | 421 |
Common Units | Limited Partners | ||||
Earnings Per Unit [Line Items] | ||||
Distributions declared | 10,453 | 2,787 | 20,789 | 5,572 |
Earnings less than distributions | (144) | (337) | ||
Earnings in excess of distributions | 7,305 | 15,032 | ||
Total net income, basic | 10,309 | 10,092 | 20,452 | 20,604 |
Total net income, diluted | $ 10,309 | $ 10,092 | $ 20,452 | $ 20,604 |
Weighted-average units outstanding - basic (in shares) | 23,208 | 23,161 | 23,208 | 23,161 |
Weighted-average units outstanding - diluted (in shares) | 23,208 | 23,161 | 23,208 | 23,161 |
Earnings per limited partner unit - basic (in dollars per share) | $ 0.44 | $ 0.44 | $ 0.88 | $ 0.89 |
Earnings per limited partner unit - diluted (in dollars per share) | $ 0.44 | $ 0.44 | $ 0.88 | $ 0.89 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands, gal in Millions | 6 Months Ended | |||
Mar. 22, 2021 gal | Mar. 21, 2021 gal | Jul. 01, 2020 $ / gal | Jun. 30, 2022 USD ($) $ / gal gal | |
Other Commitments [Line Items] | ||||
Undiscounted future lease payments | $ | $ 3,054 | |||
Green Plains Trade | ||||
Other Commitments [Line Items] | ||||
Quarterly minimum volume commitment, throughput capacity (in gallons) | gal | 217.7 | 232.5 | 217.7 | |
Fee-based Storage and Throughput Agreement | Green Plains Trade | ||||
Other Commitments [Line Items] | ||||
Quarterly minimum volume commitment, throughput capacity (in gallons) | gal | 217.7 | 232.5 | 217.7 | |
Agreement rate (in dollars per gallon) | $ / gal | 0.05 | 0.05312 | ||
Lessor, operating lease, remaining lease term | 7 years | |||
Lessor, operating lease, renewal term | 1 year | |||
Minimum | ||||
Other Commitments [Line Items] | ||||
Operating lease remaining lease term | 1 year | |||
Maximum | ||||
Other Commitments [Line Items] | ||||
Operating lease remaining lease term | 9 years 3 months 18 days | |||
Additional Railcar Operating Leases | ||||
Other Commitments [Line Items] | ||||
Undiscounted future lease payments | $ | $ 4,400 | |||
Lessor, operating lease, term of contract | 5 years | |||
Amended Rail Transportation Services Agreement | ||||
Other Commitments [Line Items] | ||||
Lessor, operating lease, remaining lease term | 4 years 4 months 24 days | |||
Lessor, operating lease, renewal term | 1 year |
Commitments and Contingencies_2
Commitments and Contingencies - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating lease expense | $ 3,676 | $ 3,670 | $ 7,169 | $ 7,355 |
Variable lease expense (benefit) | 187 | 119 | 162 | (157) |
Total lease expense | $ 3,863 | $ 3,789 | $ 7,331 | $ 7,198 |
Commitments and Contingencies_3
Commitments and Contingencies - Supplemental Cash Flow Information Related to Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases | $ 3,329 | $ 3,587 | $ 6,687 | $ 7,185 |
Right-of-use assets obtained in exchange for lease obligations: Operating leases | 3,031 | 3,427 | 7,740 | 9,682 |
Right-of-use assets and lease obligations derecognized due to lease modifications: Operating leases | $ 0 | $ 0 | $ 0 | $ 51 |
Commitments and Contingencies_4
Commitments and Contingencies - Supplemental Balance Sheet Information Related to Operating Leases (Details) | Jun. 30, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Weighted average remaining lease term | 4 years | 4 years 1 month 6 days |
Weighted average discount rate | 3.53% | 3.65% |
Commitments and Contingencies_5
Commitments and Contingencies - Aggregate Minimum Lease Payments (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 7,115 |
2023 | 12,576 |
2024 | 10,533 |
2025 | 7,962 |
2026 | 3,078 |
Thereafter | 3,236 |
Total | 44,500 |
Less: Present value discount | (3,054) |
Operating lease liabilities | $ 41,446 |
Commitments and Contingencies_6
Commitments and Contingencies - Components of Lease Revenue (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 01, 2020 $ / gal | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) $ / gal | Jun. 30, 2021 USD ($) | |
Related Party Transaction [Line Items] | |||||
Operating lease revenue | $ 15,833 | $ 15,734 | $ 31,591 | $ 32,560 | |
Variable lease revenue | 856 | 636 | 1,308 | 1,153 | |
Total lease revenue | $ 16,689 | $ 16,370 | $ 32,899 | $ 33,713 | |
Fee-based Storage and Throughput Agreement | Green Plains Trade | |||||
Related Party Transaction [Line Items] | |||||
Agreement rate (in dollars per gallon) | $ / gal | 0.05 | 0.05312 |
Commitments and Contingencies_7
Commitments and Contingencies - Minimum Future Rental Revenue (Details) $ in Thousands | 6 Months Ended | |
Jul. 01, 2020 $ / gal | Jun. 30, 2022 USD ($) $ / gal | |
Fee-based Storage and Throughput Agreement | Green Plains Trade | ||
Lessor, Lease, Description [Line Items] | ||
Agreement rate (in dollars per gallon) | $ / gal | 0.05 | 0.05312 |
Amended Storage And Throughput Agreement | ||
Lessor, Lease, Description [Line Items] | ||
2022 | $ 23,128 | |
2023 | 46,257 | |
2024 | 46,257 | |
2025 | 46,257 | |
2026 | 46,257 | |
Thereafter | 115,642 | |
Total | 323,798 | |
Amended Rail Transportation Services Agreement | ||
Lessor, Lease, Description [Line Items] | ||
2022 | 9,194 | |
2023 | 15,120 | |
2024 | 12,154 | |
2025 | 8,750 | |
2026 | 2,667 | |
Thereafter | 1,403 | |
Total | $ 49,288 |
Commitments and Contingencies_8
Commitments and Contingencies - Aggregate Minimum Agreement Payments (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 330 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
Total | $ 330 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 36 Months Ended | |||||
Mar. 22, 2021 gal | Mar. 21, 2021 gal | Jul. 01, 2020 $ / gal | Jun. 30, 2022 USD ($) $ / gal railcar gal | Jun. 30, 2021 USD ($) $ / gal railcar gal | Jun. 30, 2022 USD ($) $ / gal railcar gal | Jun. 30, 2021 USD ($) $ / gal railcar gal | Dec. 31, 2022 gal | |
Related Party Transaction [Line Items] | ||||||||
Shared services expenses | $ 0.8 | $ 0.8 | $ 1.7 | $ 1.6 | ||||
Minimum volume commitment credit, expired in period | 0.6 | |||||||
Cumulative minimum volume deficiency credits | 3.8 | 3.8 | ||||||
Distribution of capital | 5.4 | 1.5 | 10.7 | 2.9 | ||||
Credit Expiring September 30, 2022 | ||||||||
Related Party Transaction [Line Items] | ||||||||
Cumulative minimum volume deficiency credits | 1.9 | 1.9 | ||||||
Credit Expiring December 31, 2022 | ||||||||
Related Party Transaction [Line Items] | ||||||||
Cumulative minimum volume deficiency credits | 0.8 | 0.8 | ||||||
Credit Expiring March 31, 2023 | ||||||||
Related Party Transaction [Line Items] | ||||||||
Cumulative minimum volume deficiency credits | 1.1 | 1.1 | ||||||
Fee-based Trucking Transportation and Terminal Services Agreements | ||||||||
Related Party Transaction [Line Items] | ||||||||
Revenue from related parties | 2 | 2.2 | $ 3.9 | 4.2 | ||||
Green Plains Trade | ||||||||
Related Party Transaction [Line Items] | ||||||||
Quarterly minimum volume commitment, throughput capacity (in gallons) | gal | 217,700,000 | 232,500,000 | 217,700,000 | |||||
Minimum volume commitment, throughput capacity (in dollars per gallon) | $ / gal | 0.05 | 0.05312 | ||||||
Green Plains Trade | Fee-based Storage and Throughput and Rail Transportation Agreements | ||||||||
Related Party Transaction [Line Items] | ||||||||
Minimum volume commitment, throughput capacity (in dollars per gallon) | $ / gal | 53,120 | |||||||
Revenue from related parties | $ 16.7 | $ 16.3 | $ 32.9 | $ 33.6 | ||||
Green Plains Trade | Fee-based Rail Transportation Services Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Volumetric capacity (in gallons) | gal | 74.5 | 69.4 | 72.1 | 71.2 | ||||
Volumetric capacity, monthly fee (in dollars per gallon) | $ / gal | 0.0229 | 0.0230 | 0.0228 | 0.0231 | ||||
Number of railcars in fleet | railcar | 2,530 | 2,480 | 2,530 | 2,480 | ||||
Green Plains Trade | Fee-based Rail Transportation Services Agreement, Logistical Operations Management And Other Services | ||||||||
Related Party Transaction [Line Items] | ||||||||
Volumetric capacity (in gallons) | gal | 700,000 | |||||||
Monthly fee (in dollars per gallon) | $ / gal | 0.0013 | |||||||
Green Plains Trade | Birmingham Terminal Services Agreement | Scenario, Forecast | ||||||||
Related Party Transaction [Line Items] | ||||||||
Monthly minimum volume commitment throughput capacity (in gallons) | gal | 8,300,000 | |||||||
Affiliated Entity | Prior Period Deficiency Credit | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction, amounts of transaction | $ 0.8 |
Equity Method Investment (Detai
Equity Method Investment (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 USD ($) train_car_unit bbl | Dec. 31, 2021 USD ($) | |
Related Party Transaction [Line Items] | ||
Investment in equity method investee | $ 3,564 | $ 3,193 |
NLR Energy Logistics LLC | ||
Related Party Transaction [Line Items] | ||
Joint venture, partnership ownership percentage | 50% | |
Delek Renewables LLC | NLR Energy Logistics LLC | ||
Related Party Transaction [Line Items] | ||
Joint venture, partnership ownership percentage | 50% | |
NLR Energy Logistics LLC | ||
Related Party Transaction [Line Items] | ||
Number of train car units | train_car_unit | 110 | |
Number of barrels of storage | bbl | 100,000 | |
Investment in equity method investee | $ 3,600 |