Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 27, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
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 | 23,264,833 | |
Entity Central Index Key | 0001635650 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 19,096 | $ 20,166 |
Prepaid expenses and other | 1,521 | 1,410 |
Total current assets | 32,598 | 34,573 |
Property and equipment, net of accumulated depreciation and amortization of $34,653 and $36,323, respectively | 24,764 | 26,137 |
Operating lease right-of-use assets | 48,740 | 47,002 |
Goodwill | 10,598 | 10,598 |
Investment in equity method investee | 3,295 | 2,680 |
Other assets | 351 | 432 |
Total assets | 120,346 | 121,422 |
Current liabilities | ||
Accrued and other liabilities | 5,044 | 4,849 |
Asset retirement obligations | 1,307 | 1,861 |
Operating lease current liabilities | 15,736 | 14,734 |
Total current liabilities | 27,723 | 25,669 |
Long-term debt | 55,631 | 58,559 |
Asset retirement obligations | 3,409 | 2,862 |
Operating lease long-term liabilities | 34,680 | 33,582 |
Total liabilities | 121,443 | 120,672 |
Commitments and contingencies (Note 9) | ||
Partners' equity (deficit) | ||
General partner interests | (10) | 21 |
Total partners' equity | (1,097) | 750 |
Total liabilities and partners' equity (deficit) | 120,346 | 121,422 |
Nonrelated Party | ||
Current assets | ||
Accounts receivable | 408 | 255 |
Current liabilities | ||
Accounts payable | 5,180 | 3,086 |
Related Party | ||
Current assets | ||
Accounts receivable | 11,573 | 12,742 |
Current liabilities | ||
Accounts payable | 456 | 1,139 |
Common Units- Public | ||
Partners' equity (deficit) | ||
Common unitholders | 133,368 | 135,025 |
Common Units- Green Plains | ||
Partners' equity (deficit) | ||
Common unitholders | $ (134,455) | $ (134,296) |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property and equipment, accumulated depreciation and amortization | $ 34,653 | $ 36,323 |
Units outstanding (in shares) | 11,660,274 | |
Common Units- Public | ||
Units issued (in shares) | 11,678,285 | 11,660,274 |
Units outstanding (in shares) | 11,660,274 | |
Common unitholders | $ 133,368 | $ 135,025 |
Common Units- Green Plains | ||
Units outstanding (in shares) | 11,586,548 | 11,586,548 |
Common unitholders | $ (134,455) | $ (134,296) |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues | ||||
Total revenues | $ 20,145 | $ 20,066 | $ 61,443 | $ 58,820 |
Operating expenses | ||||
Operations and maintenance (excluding depreciation and amortization reflected below) | 6,709 | 6,287 | 21,032 | 18,012 |
General and administrative | 2,705 | 949 | 5,560 | 3,059 |
Gain (Loss) on Disposition of Assets | (1,057) | 0 | (1,057) | 0 |
Depreciation and amortization | 780 | 1,194 | 2,424 | 2,915 |
Total operating expenses | 9,137 | 8,430 | 27,959 | 23,986 |
Operating income | 11,008 | 11,636 | 33,484 | 34,834 |
Interest income | 235 | 598 | 0 | |
Interest expense | (1,999) | (1,516) | (5,806) | (4,139) |
Income before income taxes and income from equity method investee | 9,244 | 10,120 | 28,276 | 30,695 |
Income tax expense | (30) | (37) | (224) | (114) |
Income from equity method investee | 195 | 83 | 615 | 454 |
Net income | 9,409 | 10,166 | 28,667 | 31,035 |
Net income attributable to partners' ownership interests | ||||
General partner | 187 | 204 | 573 | 621 |
Limited partners - common unitholders | 9,222 | 9,962 | 28,094 | 30,414 |
Limited Partner Units | ||||
Weighted average limited partner units outstanding (basic and diluted) | ||||
Share-based Payment Arrangement, Expense | $ 60 | $ 61 | $ 179 | $ 180 |
Total distributions to limited partners | Limited Partners | ||||
Earnings per limited partner unit (basic and diluted) | ||||
Common units, basic (in dollars per share) | $ 0.40 | $ 0.43 | $ 1.21 | $ 1.31 |
Common units, diluted (in dollars per share) | $ 0.40 | $ 0.43 | $ 1.21 | $ 1.31 |
Weighted average limited partner units outstanding (basic and diluted) | ||||
Common units, basic (in shares) | 23,246 | 23,228 | 23,234 | 23,215 |
Common units, diluted (in shares) | 23,246 | 23,228 | 23,234 | 23,215 |
Affiliate | ||||
Revenues | ||||
Total revenues | $ 19,191 | $ 19,030 | $ 58,307 | $ 55,867 |
Non-affiliate | ||||
Revenues | ||||
Total revenues | $ 954 | $ 1,036 | $ 3,136 | $ 2,953 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net income | $ 28,667 | $ 31,035 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation and amortization | 2,424 | 2,915 |
Accretion | 281 | 196 |
Amortization of debt issuance costs | 88 | 95 |
Gain (Loss) on Disposition of Assets | (1,057) | 0 |
Unit-based compensation | 179 | 180 |
Income from equity method investee | (615) | (454) |
Other | (359) | (372) |
Changes in operating assets and liabilities before effects of asset dispositions: | ||
Accounts receivable | (153) | 46 |
Accounts receivable from affiliates | 1,179 | (2,376) |
Prepaid expenses and other assets | 644 | (318) |
Accounts payable and accrued liabilities | 411 | (145) |
Accounts payable to affiliates | (683) | (325) |
Operating lease liabilities and right-of-use assets | 362 | 733 |
Other | 50 | 0 |
Net cash provided by operating activities | 31,418 | 31,210 |
Cash flows from investing activities | ||
Purchases of property and equipment | (394) | (432) |
Proceeds from Sale of Productive Assets | 3,310 | 0 |
Net cash provided by (used in) investing activities | 2,916 | (432) |
Cash flows from financing activities | ||
Payments of distributions | (32,388) | (31,650) |
Principal payments on long-term debt | (3,000) | (1,031) |
Payments of Debt Issuance Costs | 16 | 0 |
Net cash used in financing activities | (35,404) | (32,681) |
Net change in cash and cash equivalents | (1,070) | (1,903) |
Cash and cash equivalents, beginning of period | 20,166 | 17,645 |
Cash and cash equivalents, end of period | 19,096 | 15,742 |
Supplemental disclosures of cash flow | ||
Cash paid for income taxes | 198 | 76 |
Cash paid for interest | $ 5,720 | $ 4,010 |
Basis of Presentation, Descript
Basis of Presentation, Description of Business and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
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”, "GPRE" 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. On September 16, 2023, a definitive agreement (the "Merger Agreement") and plan of merger (the "Merger") was entered into by and among the partnership, the general partner, the parent, GPLP Holdings Inc., and GPLP Merger Sub LLC. Refer to Note 3 - Merger and Disposition included herein for more information. Consolidated Financial Statements The consolidated financial statements include the accounts of the partnership and its 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 2022 annual report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on February 10, 2023. 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. Certain accounting policies, including, but not limited to, those related to 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 0.9 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 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. However, commodity prices can potentially impact the demand for the products that we handle. 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 triggering events were identified for the periods reported. The partnership’s goodwill currently is comprised of amounts recognized by the partnership's 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 did not incur any material short-term lease expense for either the three and nine months ended September 30, 2023 or September 30, 2022. 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. 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 combines, by class of underlying asset, both the lease and non-lease components and accounts for them as one lease. The storage and throughput agreement consists of lease costs paid by Green Plains Trade for the rental of the terminal facilities as well as non-lease costs for the throughput services provided by the partnership. For this agreement, the partnership combines the facility rental revenue and the service revenue and accounts for the total as leasing revenue. The railcar transportation services agreement consists of lease costs paid by Green Plains Trade for the use of the partnership’s railcar assets as well as non-lease costs for logistical operations management and other services. 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. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | REVENUE Revenue by Source The following table disaggregates our revenue by major source (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenues Service revenues Terminal services $ 2,163 $ 1,864 $ 6,413 $ 5,984 Trucking and other 71 1,022 1,312 2,757 Total service revenues 2,234 2,886 7,725 8,741 Leasing revenues (1) Storage and throughput services 11,564 11,565 34,693 34,693 Railcar transportation services 6,347 5,615 19,025 15,386 Total leasing revenues 17,911 17,180 53,718 50,079 Total revenues $ 20,145 $ 20,066 $ 61,443 $ 58,820 (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. 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. The partnership discontinued trucking operations during the second quarter of 2023. 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 $19.2 million and $58.3 million for the three and nine months ended September 30, 2023, respectively, and $19.0 million and $55.9 million for the three and nine months ended September 30, 2022, 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 nine months ended September 30, 2023 (in thousands): Amount Balance at January 1, 2023 $ 153 Revenue recognized included in beginning balance (153) Net additions 124 Balance at March 31, 2023 124 Revenue recognized included in beginning balance (124) Net additions 234 Balance at June 30, 2023 234 Revenue recognized included in beginning balance (234) Net additions 135 Balance at September 30, 2023 $ 135 The partnership expects to recognize all of the unearned revenue associated with service agreements from contracts with customers as of September 30, 2023, in the subsequent quarter when the product is withdrawn from tank storage. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
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. The term loan has a maturity date of July 20, 2026. Under the terms of the agreement, Green Plains Partners and its affiliates are allowed to repurchase outstanding notes from the lenders. Interest on the term loan is based on three-month SOFR plus 8.26%. Interest is payable on the 15th day of each March, June, September and December during the term. The term loan does not require any principal payments; however, the partnership has the option to prepay $1.5 million per quarter. Principal prepayments of $1.5 million and $3.0 million were made during the three and nine months ended September 30, 2023, respectively. The partnership repurchased $1.0 million of outstanding notes during the nine months ended September 30, 2022. The term loan had an outstanding balance of $56.0 million, $0.3 million of unamortized debt issuance costs, and an interest rate of 13.67% as of September 30, 2023. The partnership believes the carrying amount of its debt approximated fair value at both September 30, 2023 and December 31, 2022. On October 30, 2023, the partnership entered into an amendment to the term loan to include written consent from the lenders to permit the Merger to be completed. 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 is required to be no more than 2.50x and the minimum debt service coverage ratio is required to be no less than 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 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. Covenant Compliance The partnership, including all of its subsidiaries, was in compliance with its debt covenants as of September 30, 2023. |
MERGER AND DISPOSITION
MERGER AND DISPOSITION | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
MERGER AND DISPOSITION | MERGER AND DISPOSITION Green Plains Inc. Merger On September 16, 2023, the partnership, the general partner, the parent, GPLP Holdings Inc. (“Holdings”), and GPLP Merger Sub LLC (“Merger Sub”), entered into an Agreement and Plan of Merger, pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the partnership, with the partnership surviving as an indirect, wholly owned subsidiary of the parent. Assuming timely satisfaction or waiver of the closing conditions, the Merger is expected to close in the fourth quarter of 2023. The partnership recognized $1.7 million and $2.2 million of expenses directly attributable to the Merger, including financial advisory, legal services and other professional fees for the three and nine months ended September 30, 2023, respectively, which are recorded within general and administrative expenses in the Consolidated Statements of Operations. Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each outstanding common unit representing a limited partner interest in the partnership (each, a “Partnership Common Unit”) other than Partnership Common Units owned by Green Plains, the general partner and their respective affiliates (each, a “Public Common Unit”) will be converted into the right to receive, subject to adjustment as described in the Merger Agreement, (i) 0.405 shares of common stock, par value $0.001 per share, of Green Plains (the “GPRE Common Stock” and the shares of Green Plains common stock to be issued in the Merger, the “Stock Consideration”) and (ii) an amount of cash equal to the sum of (a) $2.00 plus (b) the product of (x) $0.455 divided by 90, multiplied by (y) the number of days from, but excluding, the last day of the calendar quarter with respect to which the general partner has declared a quarterly cash distribution to the holders of Partnership Common Units of no less than $0.455 per Partnership Common Unit with a record date prior to the date of the closing of the Merger, to, but excluding, the closing date, computed on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days for any period less than a calendar month, and rounded to the nearest whole cent, without interest (the “Cash Consideration” and, together with the Stock Consideration, the “Merger Consideration”). In addition, at the Effective Time, each of the outstanding awards relating to a Partnership Common Unit issued under a Partnership Long-Term Incentive Plan will become fully vested and will be automatically canceled and converted into the right to receive, with respect to each Partnership Common Unit subject thereto, the Merger Consideration (plus any accrued but unpaid amounts in relation to distribution equivalent rights). Except for the incentive distribution rights representing limited partner interests in the partnership, which will be automatically canceled immediately prior to the Effective Time for no consideration in accordance with the First Amended and Restated Agreement of Limited Partnership of the partnership, dated as of July 1, 2015 , the limited partner interests in the partnership owned by Green Plains, the general partner and their respective affiliates prior to the Effective Time will remain outstanding as limited partner interests in the surviving entity. The economic general partner interest in the partnership will remain outstanding as a general partner interest in the surviving entity immediately following the Effective Time, and the general partner will continue as the sole general partner of the surviving entity. The Conflicts Committee of the board of directors of the general partner (the “GPP Board”) has (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of the partnership, including the holders of Public Common Units, (ii) approved the transaction documents related to the Merger (the "Transaction Documents") and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Transaction Documents and (iii) recommended to the GPP Board the approval by the GPP Board of the Transaction Documents and the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, including the Merger. The GPP Board has (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of the partnership, including the holders of Public Common Units, (ii) approved the Transaction Documents and the transactions contemplated thereby, including the Merger, (iii) authorized the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Transaction Documents and (iv) directed that the Merger Agreement and the Merger be submitted to a vote of the limited partners of the partnership for approval pursuant to Section 14.3 of the Partnership Agreement and authorized the limited partners to act by written consent pursuant to Section 13.11 of the Partnership Agreement. The Merger Agreement contains customary representations and warranties from the parties, and each party has agreed to customary covenants applicable to such party, including, among others, covenants relating to (i) the parent’s and the partnership’s conduct of business during the interim period between the execution of the Merger Agreement and the Effective Time and (ii) the obligation to use reasonable best efforts to cause the Merger to be consummated. Completion of the Merger is subject to certain customary conditions, including, among others: (i) the receipt of the written consent as contemplated by the Merger Agreement; (ii) there being no law or injunction prohibiting consummation of the transactions contemplated under the Merger Agreement; (iii) the effectiveness of a registration statement on Form S-4 (the “Registration Statement”) relating to the shares of GPRE Common Stock to be issued as the Stock Consideration; (iv) approval for listing on The Nasdaq Stock Market LLC of the shares of GPRE Common Stock to be issued as the Stock Consideration; (v) subject to specified materiality standards, the accuracy of certain representations and warranties of each party; and (vi) compliance by each party in all material respects with its covenants. The Merger Agreement provides for certain termination rights for both the parent and the partnership, including in the event that (i) the parties agree by mutual written consent to terminate the Merger Agreement, (ii) the Merger is not consummated by March 16, 2024, (iii) a law or injunction prohibiting the consummation of the transactions contemplated by the Merger Agreement is in effect and has become final and non-appealable, or (iv) the other party is in material breach of the Merger Agreement. The Merger Agreement provides that upon termination of the Merger Agreement under certain circumstances, (i) Green Plains will be obligated to reimburse the partnership for its out-of-pocket fees and expenses and (ii) the partnership will be obligated to reimburse the parent for its out-of-pocket fees and expenses, in each case, in an amount not to exceed $5 million. Atkinson Disposition On September 7, 2023, our parent closed on the sale of its ethanol plant located in Atkinson, Nebraska. Correspondingly, the storage assets located adjacent to the Atkinson plant were sold to our parent for $2.1 million along with the transfer of associated railcar operating leases. There was no change to the quarterly minimum volume commitment as a result of the sale. 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 $ 2,100 Identifiable assets and liabilities disposed of: Property and equipment, net 581 Operating lease right-of-use assets 3,428 Operating lease current liabilities (1,332) Operating lease long-term liabilities (2,096) Asset retirement obligations long-term (173) Total identifiable net assets 408 Partners' equity effect $ 1,692 |
Unit-Based Compensation
Unit-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Unit-Based Compensation | UNIT-BASED COMPENSATION The LTIP is intended to promote the interests of the partnership, its general partner and affiliates by providing unit-based incentive compensation awards to employees, consultants and directors to encourage superior performance. The LTIP reserves 2,500,000 common limited partner units for issuance in the form of options, restricted units, phantom units, distribution equivalent rights, substitute awards, unit appreciation rights, unit awards, profit interest units or other unit-based awards. The partnership measures unit-based compensation grants at fair value on the grant date and records noncash compensation expense related to the awards on a straight-line basis over the requisite service period of one year. The non-vested unit-based award activity for the nine months ended September 30, 2023, is as follows: Non-Vested Units Weighted-Average Grant-Date Fair Value Weighted-Average Remaining Vesting Term (in years) Non-vested at December 31, 2022 19,707 $ 12.18 Granted 18,549 12.94 Vested (19,707) 12.18 Non-vested at September 30, 2023 (1) 18,549 $ 12.94 0.8 (1) Per the Merger Agreement, each of these unvested units will become fully vested at the Effective Time. Compensation costs related to the unit-based awards of $60 thousand and $179 thousand were recognized during both the three and nine months ended September 30, 2023, respectively. Compensation costs related to the unit-based awards of $61 thousand and $180 thousand were recognized during the three and nine months ended September 30, 2022, respectively. As of September 30, 2023, there was $180 thousand of unrecognized compensation costs from unit-based compensation awards. |
Partners' Equity
Partners' Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Partners' Equity | PARTNERS’ EQUITY (DEFICIT) Changes in partners’ equity (deficit) are as follows (in thousands): Limited Partners General Partner Total Common Units- Common Units- Balance, December 31, 2022 $ 135,025 $ (134,296) $ 21 $ 750 Quarterly cash distributions to unitholders ($0.455 per unit) (5,305) (5,272) (216) (10,793) Net income 4,873 4,841 198 9,912 Unit-based compensation 59 — — 59 Balance, March 31, 2023 $ 134,652 $ (134,727) $ 3 $ (72) Quarterly cash distributions to unitholders ($0.455 per unit) (5,305) (5,272) (216) (10,793) Net income 4,593 4,565 188 9,346 Unit-based compensation 53 — — 53 Balance, June 30, 2023 $ 133,993 $ (135,434) $ (25) $ (1,466) Quarterly cash distributions to unitholders ($0.455 per unit) (5,314) (5,272) (216) (10,802) Net income 4,629 4,593 187 9,409 Disposition of Atkinson assets — 1,658 34 1,692 Unit-based compensation, including general partner net contributions 60 — 10 70 Balance, September 30, 2023 $ 133,368 $ (134,455) $ (10) $ (1,097) 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 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 60 — — 60 Balance, June 30, 2022 $ 135,733 $ (133,472) $ 54 $ 2,315 Quarterly cash distributions to unitholders ($0.45 per unit) (5,247) (5,214) (213) (10,674) Net income 4,997 4,965 204 10,166 Unit-based compensation, including general partner net contributions 61 — — 61 Balance, September 30, 2022 $ 135,544 $ (133,721) $ 45 $ 1,868 A roll forward of the number of common limited partner units outstanding is as follows: Common Units- Public Common Units- Green Plains Total Units, December 31, 2022 11,660,274 11,586,548 23,246,822 Units issued under the LTIP 18,549 — 18,549 Units surrendered for tax withholdings under the LTIP (538) — (538) Units, September 30, 2023 11,678,285 11,586,548 23,264,833 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 10, 2023, the partnership distributed $10.8 million to unitholders of record as of February 3, 2023, related to the quarterly cash distribution of $0.455 per unit that was declared on January 19, 2023, for the quarter ended December 31, 2022. On May 12, 2023, the partnership distributed $10.8 million to unitholders of record as of May 5, 2023, related to the quarterly cash distribution of $0.455 per unit that was declared on April 20, 2023, for the quarter ended March 31, 2023. On August 11, 2023, the partnership distributed $10.8 million to unitholders of record as of August 4, 2023, related to the quarterly cash distribution of $0.455 per unit that was declared on July 20, 2023, for the quarter ended June 30, 2023. On October 19, 2023, the board of directors of the general partner declared a quarterly cash distribution of $0.455 per unit, or approximately $10.8 million, for the quarter ended September 30, 2023. The distribution is payable on November 10, 2023, to unitholders of record at the close of business on November 3, 2023. Assuming timely satisfaction or waiver of the closing conditions, the Merger is expected to close in the fourth quarter of 2023. As a result of the conversion and cancellation of Partnership Common Units in connection with the closing of the Merger, the partnership will no longer make quarterly distributions following the closing (other than distributions, if any, with a record date prior to the date of the closing). The total cash distributions declared for the three and nine months ended September 30, 2023 and 2022, are as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 General partner distributions $ 216 $ 216 $ 648 $ 640 Limited partner common units - public 5,314 5,305 15,933 15,733 Limited partner common units - Green Plains 5,272 5,272 15,816 15,642 Total distributions to limited partners 10,586 10,577 31,749 31,375 Total distributions declared $ 10,802 $ 10,793 $ 32,397 $ 32,015 |
Earnings Per Unit
Earnings Per Unit | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023. 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 $ 10,586 $ 216 $ 10,802 Earnings less than distributions (1,364) (29) (1,393) Total net income $ 9,222 $ 187 $ 9,409 Weighted-average units outstanding - basic and diluted 23,246 Earnings per limited partner unit - basic and diluted $ 0.40 Nine Months Ended Limited Partner Common Units General Partner Total Net income Distributions declared $ 31,749 $ 648 $ 32,397 Earnings less than distributions (3,655) (75) (3,730) Total net income $ 28,094 $ 573 $ 28,667 Weighted-average units outstanding - basic and diluted 23,234 Earnings per limited partner unit - basic and diluted $ 1.21 Three Months Ended Limited Partner Common Units General Partner Total Net income Distributions declared $ 10,577 $ 216 $ 10,793 Earnings less than distributions (615) (12) (627) Total net income $ 9,962 $ 204 $ 10,166 Weighted-average units outstanding - basic and diluted 23,228 Earnings per limited partner unit - basic and diluted $ 0.43 Nine Months Ended Limited Partner Common Units General Partner Total Net income Distributions declared $ 31,375 $ 640 $ 32,015 Earnings less than distributions (961) (19) (980) Total net income $ 30,414 $ 621 $ 31,035 Weighted-average units outstanding - basic and diluted 23,215 Earnings per limited partner unit - basic and diluted $ 1.31 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
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 8.1 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 nine months ended September 30, 2023 and 2022, are as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Lease expense Operating lease expense $ 4,754 $ 3,680 $ 14,468 $ 10,849 Variable lease expense (1) 184 172 11 334 Total lease expense $ 4,938 $ 3,852 $ 14,479 $ 11,183 (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 Nine Months Ended 2023 2022 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 4,733 $ 3,357 $ 13,929 $ 10,044 Right-of-use assets obtained in exchange for lease obligations Operating leases 1,063 — 17,639 7,740 Right-of-use assets and lease obligations derecognized due to lease modifications Operating leases (1) 3,428 — 3,428 — (1) As part of the Atkinson disposition, the partnership derecognized $3.4 million of right-of-use assets and lease obligations related to railcar operating leases. Supplemental balance sheet information related to operating leases is as follows: September 30, December 31, Weighted average remaining lease term 3.7 years 3.8 years Weighted average discount rate 4.97 % 3.93 % Aggregate minimum lease payments under the operating lease agreements for the remainder of 2023 and in future years are as follows (in thousands): Year Ending December 31, Amount 2023 $ 4,992 2024 17,032 2025 14,419 2026 9,436 2027 7,068 Thereafter 2,384 Total 55,331 Less: Present value discount (4,915) Operating lease liabilities $ 50,416 Lease Revenue The components of lease revenue for the three and nine months ended September 30, 2023 and 2022, are as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Lease revenue Operating lease revenue $ 17,220 $ 16,656 $ 51,713 $ 48,247 Variable lease revenue (1) 691 524 2,005 1,832 Total lease revenue $ 17,911 $ 17,180 $ 53,718 $ 50,079 (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 remaining lease term for the storage and throughput agreement is 5.8 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 2023 and in future years, is as follows (in thousands): Year Ending December 31, Amount 2023 $ 11,564 2024 46,257 2025 46,257 2026 46,257 2027 46,257 Thereafter 69,385 Total $ 265,977 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 5.8 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 2023 and in future years is as follows (in thousands): Year Ending December 31, Amount 2023 $ 6,045 2024 21,812 2025 18,383 2026 11,386 2027 8,526 Thereafter 1,073 Total $ 67,225 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 | 9 Months Ended |
Sep. 30, 2023 | |
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. During the quarter, the partnership entered into a Merger Agreement with Green Plains and a sale of storage assets located adjacent to the Atkinson plant. Refer to Note 3 - Merger and Disposition included herein for more information. Green Plains provides a variety of shared services to the partnership, including general management, accounting and finance, payroll and human resources, information technology, legal, communications and treasury activities. These costs are proportionally allocated by Green Plains to its subsidiaries based on common financial metrics management believes are reasonable. The partnership recorded expenses related to these shared services of $1.0 million and $2.9 million, respectively, for the three and nine months ended September 30, 2023. Of these shared service expenses, $0.5 million and $1.6 million were recorded in operations and maintenance expenses and $0.5 million and $1.3 million were recorded within general and administrative expenses, respectively, for the three and nine months ended September 30, 2023. The partnership recorded expenses related to these shared services of $0.8 million and $2.5 million, respectively, for the three and nine months ended September 30, 2022. Of these shared service expenses, $0.4 million and $1.4 million were recorded in operations and maintenance expenses and $0.4 million and $1.1 million were recorded within general and administrative expenses, respectively, for the three and nine months ended September 30, 2022. 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 June 30, 2029; • Terminal services agreement for the Birmingham, Alabama unit train terminal, expiring on December 31, 2023; and • Terminal services agreement for the Collins, Mississippi terminal, expiring on December 31, 2023. The storage and throughput and rail transportation services agreements have various automatic renewal terms if not cancelled by either party within specified timeframes. 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. 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 September 30, 2023, Green Plains Trade exceeded the minimum volume commitment and utilized a prior period deficiency credit of $0.4 million toward the excess volume. The cumulative balance of minimum volume deficiency credits available to Green Plains Trade is $1.3 million as of September 30, 2023. These credits expire, if unused, as follows: • $0.1 million, expiring on March 31, 2024; and • $1.2 million, expiring on June 30, 2024. The above credits have been recognized as revenue by the partnership in the period in which the deficiency occurred, 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. 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 69.6 mmg and 71.0 mmg, respectively, and the associated average monthly fee was approximately $0.0305 and $0.0299 per gallon, respectively, during the three and nine months ended September 30, 2023. The average daily railcar volumetric capacity provided by the partnership was 74.7 mmg and 73.0 mmg, respectively, and the associated average monthly fee was approximately $0.0250 and $0.0236 per gallon, respectively, during the three and nine months ended September 30, 2022. The partnership’s leased railcar fleet consisted of approximately 2,210 and 2,500 railcars as of September 30, 2023 and 2022, 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 during the three and nine months ended September 30, 2023 and 2022. 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 existing Birmingham terminal services agreement, effective through December 31, 2023, 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 $17.9 million and $53.7 million for the three and nine months ended September 30, 2023, respectively, and $17.2 million and $50.1 million for the three and nine months ended September 30, 2022, respectively. In addition, the partnership recorded revenues from Green Plains Trade and other Green Plains subsidiaries related to trucking and terminal services of $1.3 million and $4.6 million for the three and nine months ended September 30, 2023, respectively, and $1.9 million and $5.8 million for the three and nine months ended September 30, 2022, respectively. Cash Distributions The partnership distributed $5.5 million and $16.5 million to Green Plains related to the quarterly cash distribution paid for the three and nine months ended September 30, 2023, respectively, and $5.4 million and $16.1 million for the three and nine months ended September 30, 2022, respectively. |
Equity Method Investment
Equity Method Investment | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023, the partnership’s investment balance in the joint venture was $3.3 million. The partnership does not consolidate any part of the assets or liabilities or operating results of its equity method investee. The partnership’s share of net income or loss in the investee increases or decreases, as applicable, the carrying value of the investment. With respect to NLR, the partnership determined that this entity does not represent a variable interest entity and consolidation is not required. In addition, although the partnership has the ability to exercise significant influence over the joint venture through board representation and voting rights, all significant decisions require the consent of the other investor without regard to economic interest. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net income | $ 9,409 | $ 10,166 | $ 28,667 | $ 31,035 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Presentation, Descri_2
Basis of Presentation, Description of Business and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
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”, "GPRE" 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. On September 16, 2023, a definitive agreement (the "Merger Agreement") and plan of merger (the "Merger") was entered into by and among the partnership, the general partner, the parent, GPLP Holdings Inc., and GPLP Merger Sub LLC. Refer to Note 3 - Merger and Disposition included herein for more information. |
Consolidated Financial Statements | Consolidated Financial Statements The consolidated financial statements include the accounts of the partnership and its 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 2022 annual report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on February 10, 2023. |
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. Certain accounting policies, including, but not limited to, those related to 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 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 0.9 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 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 |
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 triggering events were identified 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 did not incur any material short-term lease expense for either the three and nine months ended September 30, 2023 or September 30, 2022. 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. 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 combines, by class of underlying asset, both the lease and non-lease components and accounts for them as one lease. The storage and throughput agreement consists of lease costs paid by Green Plains Trade for the rental of the terminal facilities as well as non-lease costs for the throughput services provided by the partnership. For this agreement, the partnership combines the facility rental revenue and the service revenue and accounts for the total as leasing revenue. The railcar transportation services agreement consists of lease costs paid by Green Plains Trade for the use of the partnership’s railcar assets as well as non-lease costs for logistical operations management and other services. 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. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue by Major Source | The following table disaggregates our revenue by major source (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenues Service revenues Terminal services $ 2,163 $ 1,864 $ 6,413 $ 5,984 Trucking and other 71 1,022 1,312 2,757 Total service revenues 2,234 2,886 7,725 8,741 Leasing revenues (1) Storage and throughput services 11,564 11,565 34,693 34,693 Railcar transportation services 6,347 5,615 19,025 15,386 Total leasing revenues 17,911 17,180 53,718 50,079 Total revenues $ 20,145 $ 20,066 $ 61,443 $ 58,820 (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 . |
Schedule of 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 nine months ended September 30, 2023 (in thousands): Amount Balance at January 1, 2023 $ 153 Revenue recognized included in beginning balance (153) Net additions 124 Balance at March 31, 2023 124 Revenue recognized included in beginning balance (124) Net additions 234 Balance at June 30, 2023 234 Revenue recognized included in beginning balance (234) Net additions 135 Balance at September 30, 2023 $ 135 |
MERGER AND DISPOSITION (Tables)
MERGER AND DISPOSITION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Assets and Liabilities Disposed of | The following is a summary of assets and liabilities disposed of or assumed (in thousands): Total consideration $ 2,100 Identifiable assets and liabilities disposed of: Property and equipment, net 581 Operating lease right-of-use assets 3,428 Operating lease current liabilities (1,332) Operating lease long-term liabilities (2,096) Asset retirement obligations long-term (173) Total identifiable net assets 408 Partners' equity effect $ 1,692 |
Unit-Based Compensation (Tables
Unit-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Non-Vested Unit Based Activity | The non-vested unit-based award activity for the nine months ended September 30, 2023, is as follows: Non-Vested Units Weighted-Average Grant-Date Fair Value Weighted-Average Remaining Vesting Term (in years) Non-vested at December 31, 2022 19,707 $ 12.18 Granted 18,549 12.94 Vested (19,707) 12.18 Non-vested at September 30, 2023 (1) 18,549 $ 12.94 0.8 (1) Per the Merger Agreement, each of these unvested units will become fully vested at the Effective Time. |
Partners' Equity (Tables)
Partners' Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Changes in Partners' Deficit | Changes in partners’ equity (deficit) are as follows (in thousands): Limited Partners General Partner Total Common Units- Common Units- Balance, December 31, 2022 $ 135,025 $ (134,296) $ 21 $ 750 Quarterly cash distributions to unitholders ($0.455 per unit) (5,305) (5,272) (216) (10,793) Net income 4,873 4,841 198 9,912 Unit-based compensation 59 — — 59 Balance, March 31, 2023 $ 134,652 $ (134,727) $ 3 $ (72) Quarterly cash distributions to unitholders ($0.455 per unit) (5,305) (5,272) (216) (10,793) Net income 4,593 4,565 188 9,346 Unit-based compensation 53 — — 53 Balance, June 30, 2023 $ 133,993 $ (135,434) $ (25) $ (1,466) Quarterly cash distributions to unitholders ($0.455 per unit) (5,314) (5,272) (216) (10,802) Net income 4,629 4,593 187 9,409 Disposition of Atkinson assets — 1,658 34 1,692 Unit-based compensation, including general partner net contributions 60 — 10 70 Balance, September 30, 2023 $ 133,368 $ (134,455) $ (10) $ (1,097) 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 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 60 — — 60 Balance, June 30, 2022 $ 135,733 $ (133,472) $ 54 $ 2,315 Quarterly cash distributions to unitholders ($0.45 per unit) (5,247) (5,214) (213) (10,674) Net income 4,997 4,965 204 10,166 Unit-based compensation, including general partner net contributions 61 — — 61 Balance, September 30, 2022 $ 135,544 $ (133,721) $ 45 $ 1,868 |
Schedule of Total Cash Distributions Declared | The total cash distributions declared for the three and nine months ended September 30, 2023 and 2022, are as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 General partner distributions $ 216 $ 216 $ 648 $ 640 Limited partner common units - public 5,314 5,305 15,933 15,733 Limited partner common units - Green Plains 5,272 5,272 15,816 15,642 Total distributions to limited partners 10,586 10,577 31,749 31,375 Total distributions declared $ 10,802 $ 10,793 $ 32,397 $ 32,015 |
Earnings Per Unit (Tables)
Earnings Per Unit (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of 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 $ 10,586 $ 216 $ 10,802 Earnings less than distributions (1,364) (29) (1,393) Total net income $ 9,222 $ 187 $ 9,409 Weighted-average units outstanding - basic and diluted 23,246 Earnings per limited partner unit - basic and diluted $ 0.40 Nine Months Ended Limited Partner Common Units General Partner Total Net income Distributions declared $ 31,749 $ 648 $ 32,397 Earnings less than distributions (3,655) (75) (3,730) Total net income $ 28,094 $ 573 $ 28,667 Weighted-average units outstanding - basic and diluted 23,234 Earnings per limited partner unit - basic and diluted $ 1.21 Three Months Ended Limited Partner Common Units General Partner Total Net income Distributions declared $ 10,577 $ 216 $ 10,793 Earnings less than distributions (615) (12) (627) Total net income $ 9,962 $ 204 $ 10,166 Weighted-average units outstanding - basic and diluted 23,228 Earnings per limited partner unit - basic and diluted $ 0.43 Nine Months Ended Limited Partner Common Units General Partner Total Net income Distributions declared $ 31,375 $ 640 $ 32,015 Earnings less than distributions (961) (19) (980) Total net income $ 30,414 $ 621 $ 31,035 Weighted-average units outstanding - basic and diluted 23,215 Earnings per limited partner unit - basic and diluted $ 1.31 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Components of Lease Expense | The components of lease expense for the three and nine months ended September 30, 2023 and 2022, are as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Lease expense Operating lease expense $ 4,754 $ 3,680 $ 14,468 $ 10,849 Variable lease expense (1) 184 172 11 334 Total lease expense $ 4,938 $ 3,852 $ 14,479 $ 11,183 |
Schedule of Supplemental Cash Flow Information Related to Operating Leases | Supplemental cash flow information related to operating leases is as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 4,733 $ 3,357 $ 13,929 $ 10,044 Right-of-use assets obtained in exchange for lease obligations Operating leases 1,063 — 17,639 7,740 Right-of-use assets and lease obligations derecognized due to lease modifications Operating leases (1) 3,428 — 3,428 — (1) As part of the Atkinson disposition, the partnership derecognized $3.4 million of right-of-use assets and lease obligations related to railcar operating leases. |
Schedule of Supplemental Balance Sheet Information Related to Operating Leases | Supplemental balance sheet information related to operating leases is as follows: September 30, December 31, Weighted average remaining lease term 3.7 years 3.8 years Weighted average discount rate 4.97 % 3.93 % |
Schedule of Aggregate Minimum Lease Payments | Aggregate minimum lease payments under the operating lease agreements for the remainder of 2023 and in future years are as follows (in thousands): Year Ending December 31, Amount 2023 $ 4,992 2024 17,032 2025 14,419 2026 9,436 2027 7,068 Thereafter 2,384 Total 55,331 Less: Present value discount (4,915) Operating lease liabilities $ 50,416 |
Schedule of Components of Lease Revenue | The components of lease revenue for the three and nine months ended September 30, 2023 and 2022, are as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Lease revenue Operating lease revenue $ 17,220 $ 16,656 $ 51,713 $ 48,247 Variable lease revenue (1) 691 524 2,005 1,832 Total lease revenue $ 17,911 $ 17,180 $ 53,718 $ 50,079 |
Schedule 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 2023 and in future years, is as follows (in thousands): Year Ending December 31, Amount 2023 $ 11,564 2024 46,257 2025 46,257 2026 46,257 2027 46,257 Thereafter 69,385 Total $ 265,977 Anticipated minimum operating lease revenue under this agreement for the remainder of 2023 and in future years is as follows (in thousands): Year Ending December 31, Amount 2023 $ 6,045 2024 21,812 2025 18,383 2026 11,386 2027 8,526 Thereafter 1,073 Total $ 67,225 |
Basis of Presentation, Descri_3
Basis of Presentation, Description of Business and Summary of Significant Accounting Policies (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) segment | Sep. 30, 2022 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Impairment charges | $ | $ 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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 20,145 | $ 20,066 | $ 61,443 | $ 58,820 |
Service revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 2,234 | 2,886 | 7,725 | 8,741 |
Terminal services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 2,163 | 1,864 | 6,413 | 5,984 |
Trucking and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 71 | 1,022 | 1,312 | 2,757 |
Leasing revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 17,911 | 17,180 | 53,718 | 50,079 |
Storage and throughput services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 11,564 | 11,565 | 34,693 | 34,693 |
Railcar transportation services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 6,347 | $ 5,615 | $ 19,025 | $ 15,386 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) mi | Sep. 30, 2022 USD ($) | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 20,145 | $ 20,066 | $ 61,443 | $ 58,820 |
Green Plains Trade Group LLC | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 19,200 | $ 19,000 | $ 58,300 | $ 55,900 |
Minimum | ||||
Disaggregation of Revenue [Line Items] | ||||
Payment terms (in days) | 10 days | |||
Percent of partnership's revenue, major customers benchmark (as a percent) | 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 (in days) | 30 days |
Revenue - Changes in Unearned R
Revenue - Changes in Unearned Revenue From Service Agreements (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | |
Contract with Customer, Liability [Roll Forward] | |||
Beginning balance | $ 234 | $ 124 | $ 153 |
Contract with Customer, Liability, Revenue Recognized | 234 | 124 | (153) |
Net additions | 135 | 234 | 124 |
Ending balance | $ 135 | $ 234 | $ 124 |
Debt (Details)
Debt (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Debt Instrument [Line Items] | |||
Debt repurchased | $ 1.5 | $ 3 | $ 1 |
Credit Facility | |||
Debt Instrument [Line Items] | |||
Line of credit, carrying value | 56 | 56 | |
Debt issuance costs | $ 0.3 | 0.3 | |
Term Loan | |||
Debt Instrument [Line Items] | |||
Option to prepay per quarter | $ 1.5 | ||
Term Loan | Credit Facility | |||
Debt Instrument [Line Items] | |||
Debt instrument, effective rate | 13.67% | 13.67% | |
Leverage ratio , maximum | 2.50 | 2.50 | |
Coverage ratio, minimum | 1.10 | 1.10 | |
Term Loan | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||
Debt Instrument [Line Items] | |||
Interest rate, basis spread on variable rate (as a percent) | 8.26% |
MERGER AND DISPOSITION - Narrat
MERGER AND DISPOSITION - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 07, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Expenses direct attributable to the merger | $ 1,700 | $ 2,200 | |
Storage Assets Located Adjacent To Ord Plant | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Total consideration | $ 2,100 |
MERGER AND DISPOSITION - Summar
MERGER AND DISPOSITION - Summary of Assets and Liabilities Disposed of (Details) - Storage Assets Located Adjacent To Ord Plant $ in Thousands | Sep. 07, 2023 USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Total consideration | $ 2,100 |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Total consideration | 2,100 |
Property and equipment, net | 581 |
Operating lease right-of-use assets | 3,428 |
Operating lease current liabilities | (1,332) |
Operating lease long-term liabilities | (2,096) |
Asset retirement obligations long-term | (173) |
Total identifiable net assets | 408 |
Partners' equity effect | $ 1,692 |
Unit-Based Compensation - Narra
Unit-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized (in shares) | 2,500,000 | 2,500,000 | ||
Limited Partner Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost (benefit) | $ 60 | $ 61 | $ 179 | $ 180 |
Common Units- Public | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation costs | $ 180 | $ 180 |
Unit-Based Compensation - Non-V
Unit-Based Compensation - Non-Vested Unit Based Activity (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Non-Vested Units | |
Non-vested, beginning balance (in shares) | shares | 19,707 |
Granted (in shares) | shares | 18,549 |
Vested (in shares) | shares | (19,707) |
Non-vested, ending balance (in shares) | shares | 18,549 |
Weighted-Average Grant-Date Fair Value | |
Non-vested, beginning balance (in dollars per share) | $ / shares | $ 12.18 |
Granted (in dollars per share) | $ / shares | 12.94 |
Vested (in dollars per share) | $ / shares | 12.18 |
Non-vested, ending balance (in dollars per share) | $ / shares | $ 12.94 |
Weighted-Average Remaining Vesting Term (in years) | 9 months 18 days |
Partners' Equity - Changes in P
Partners' Equity - Changes in Partners' Deficit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||||||
Aug. 11, 2023 | May 12, 2023 | Feb. 10, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Beginning balance | $ (1,466) | $ (72) | $ 750 | $ 2,315 | $ 2,283 | $ 2,303 | |||
Quarterly cash distributions to unitholders | $ (10,800) | $ (10,800) | $ (10,800) | $ (10,802) | $ (10,793) | $ (10,793) | $ (10,674) | $ (10,547) | $ (10,429) |
Quarterly distribution paid (in dollars per share) | $ 0.455 | $ 0.455 | $ 0.455 | $ 0.455 | $ 0.455 | $ 0.455 | $ 0.45 | $ 0.445 | $ 0.44 |
Net income | $ 9,409 | $ 9,346 | $ 9,912 | $ 10,166 | $ 10,519 | $ 10,350 | |||
Partners Capital Account, Disposition | 1,692 | ||||||||
Unit-based compensation | 70 | 53 | 59 | 61 | 60 | 59 | |||
Ending balance | (1,097) | (1,466) | (72) | 1,868 | 2,315 | 2,283 | |||
Limited Partners | Common Units- Public | |||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Beginning balance | 133,993 | 134,652 | 135,025 | 135,733 | 135,686 | 135,666 | |||
Quarterly cash distributions to unitholders | (5,314) | (5,305) | (5,305) | (5,247) | (5,180) | (5,122) | |||
Net income | 4,629 | 4,593 | 4,873 | 4,997 | 5,167 | 5,083 | |||
Partners Capital Account, Disposition | 0 | ||||||||
Unit-based compensation | 60 | 53 | 59 | 61 | 60 | 59 | |||
Ending balance | 133,368 | 133,993 | 134,652 | 135,544 | 135,733 | 135,686 | |||
Limited Partners | Common Units- Green Plains | |||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Beginning balance | (135,434) | (134,727) | (134,296) | (133,472) | (133,458) | (133,420) | |||
Quarterly cash distributions to unitholders | (5,272) | (5,272) | (5,272) | (5,214) | (5,156) | (5,098) | |||
Net income | 4,593 | 4,565 | 4,841 | 4,965 | 5,142 | 5,060 | |||
Partners Capital Account, Disposition | 1,658 | ||||||||
Unit-based compensation | 0 | 0 | 0 | 0 | 0 | 0 | |||
Ending balance | (134,455) | (135,434) | (134,727) | (133,721) | (133,472) | (133,458) | |||
General Partner | |||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Beginning balance | (25) | 3 | 21 | 54 | 55 | 57 | |||
Quarterly cash distributions to unitholders | (216) | (216) | (216) | (213) | (211) | (209) | |||
Net income | 187 | 188 | 198 | 204 | 210 | 207 | |||
Partners Capital Account, Disposition | 34 | ||||||||
Unit-based compensation | 10 | 0 | 0 | 0 | 0 | 0 | |||
Ending balance | $ (10) | $ (25) | $ 3 | $ 45 | $ 54 | $ 55 |
Partners' Equity -Rollforward o
Partners' Equity -Rollforward of the Number of Common Limited Partner Units Outstanding (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Units, Beginning of period | 23,246,822 | |
Units, Ending of period | 23,264,833 | |
Units outstanding (in shares) | 11,660,274 | |
Partners' Capital Account, Unit-Based Payment Arrangement, Number of Units | 18,549 | |
Partners' Capital Account, Units, Contributed | (538) | |
Common Units- Public | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Units, Ending of period | 11,678,285 | |
Units outstanding (in shares) | 11,660,274 | |
Partners' Capital Account, Unit-Based Payment Arrangement, Number of Units | 18,549 | |
Partners' Capital Account, Units, Contributed | (538) | |
Common Units- Green Plains | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Units, Ending of period | 11,586,548 | |
Units outstanding (in shares) | 11,586,548 | 11,586,548 |
Partners' Capital Account, Unit-Based Payment Arrangement, Number of Units | 0 | |
Partners' Capital Account, Units, Contributed | 0 |
Partners' Equity - Narrative (D
Partners' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||||
Oct. 19, 2023 | Aug. 11, 2023 | May 12, 2023 | Feb. 10, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Limited Partners' Capital Account [Line Items] | ||||||||||||
Threshold period after end of each calendar quarter for distribution payment (in days) | 45 days | |||||||||||
Distribution per unit (in dollars per share) | $ 0.46 | |||||||||||
Total distributions paid | $ 10,800 | $ 10,800 | $ 10,800 | $ 10,802 | $ 10,793 | $ 10,793 | $ 10,674 | $ 10,547 | $ 10,429 | |||
Quarterly distribution paid (in dollars per share) | $ 0.455 | $ 0.455 | $ 0.455 | $ 0.455 | $ 0.455 | $ 0.455 | $ 0.45 | $ 0.445 | $ 0.44 | |||
Quarterly distributions declared | $ 10,802 | $ 10,793 | $ 32,397 | $ 32,015 | ||||||||
Subsequent Event | ||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||
Quarterly distributions declared (in dollars per share) | $ 0.455 | |||||||||||
Quarterly distributions declared | $ 10,800 | |||||||||||
Maximum | ||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||
Incentive distribution, percentage of available cash distributed from operating surplus (as a percent) | 48% |
Partners' Equity - Total Cash D
Partners' Equity - Total Cash Distributions Declared (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Distribution Made to Limited Partner [Line Items] | ||||
Total distributions declared | $ 10,802 | $ 10,793 | $ 32,397 | $ 32,015 |
General Partner | ||||
Distribution Made to Limited Partner [Line Items] | ||||
Total distributions declared | 216 | 216 | 648 | 640 |
Limited Partners | Limited partner common units - public | ||||
Distribution Made to Limited Partner [Line Items] | ||||
Total distributions declared | 5,314 | 5,305 | 15,933 | 15,733 |
Limited Partners | Limited partner common units - Green Plains | ||||
Distribution Made to Limited Partner [Line Items] | ||||
Total distributions declared | 5,272 | 5,272 | 15,816 | 15,642 |
Limited Partners | Total distributions to limited partners | ||||
Distribution Made to Limited Partner [Line Items] | ||||
Total distributions declared | $ 10,586 | $ 10,577 | $ 31,749 | $ 31,375 |
Earnings Per Unit - Narrative (
Earnings Per Unit - Narrative (Details) | 9 Months Ended |
Sep. 30, 2023 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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Unit [Line Items] | ||||
Distributions declared | $ 10,802 | $ 10,793 | $ 32,397 | $ 32,015 |
Earnings less than distributions | (1,393) | (627) | (3,730) | |
Earnings less than distributions | (980) | |||
Total net income, basic | 9,409 | 10,166 | 28,667 | 31,035 |
Total net income, diluted | 9,409 | 10,166 | 28,667 | 31,035 |
General Partner | ||||
Earnings Per Unit [Line Items] | ||||
Distributions declared | 216 | 216 | 648 | 640 |
Earnings less than distributions | (29) | (12) | (75) | |
Earnings less than distributions | (19) | |||
Total net income, basic | 187 | 204 | 573 | 621 |
Total net income, diluted | 187 | 204 | 573 | 621 |
Limited Partner Common Units | Limited Partners | ||||
Earnings Per Unit [Line Items] | ||||
Distributions declared | 10,586 | 10,577 | 31,749 | 31,375 |
Earnings less than distributions | (1,364) | (615) | (3,655) | |
Earnings less than distributions | (961) | |||
Total net income, basic | 9,222 | 9,962 | 28,094 | 30,414 |
Total net income, diluted | $ 9,222 | $ 9,962 | $ 28,094 | $ 30,414 |
Weighted-average units outstanding - basic (in shares) | 23,246 | 23,228 | 23,234 | 23,215 |
Weighted-average units outstanding - diluted (in shares) | 23,246 | 23,228 | 23,234 | 23,215 |
Earnings per limited partner unit - basic (in dollars per share) | $ 0.40 | $ 0.43 | $ 1.21 | $ 1.31 |
Earnings per limited partner unit - diluted (in dollars per share) | $ 0.40 | $ 0.43 | $ 1.21 | $ 1.31 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands, gal in Millions | 9 Months Ended | |
Jul. 01, 2020 $ / gal | Sep. 30, 2023 USD ($) $ / gal gal | |
Other Commitments [Line Items] | ||
Undiscounted future lease payments | $ | $ 4,915 | |
Green Plains Trade | ||
Other Commitments [Line Items] | ||
Quarterly minimum volume commitment, throughput capacity (in gallons) | 217.7 | |
Fee-based Storage and Throughput Agreement | Green Plains Trade | ||
Other Commitments [Line Items] | ||
Quarterly minimum volume commitment, throughput capacity (in gallons) | 217.7 | |
Agreement rate (in dollars per gallon) | $ / gal | 0.05 | 0.05312 |
Lessor, operating lease, remaining lease term (in years) | 5 years 9 months 18 days | |
Lessor, operating lease, renewal term (in years) | 1 year | |
Amended Rail Transportation Services Agreement | ||
Other Commitments [Line Items] | ||
Lessor, operating lease, remaining lease term (in years) | 5 years 9 months 18 days | |
Lessor, operating lease, renewal term (in years) | 1 year | |
Minimum | ||
Other Commitments [Line Items] | ||
Operating lease remaining lease term (in years) | 1 year | |
Maximum | ||
Other Commitments [Line Items] | ||
Operating lease remaining lease term (in years) | 8 years 1 month 6 days |
Commitments and Contingencies_2
Commitments and Contingencies - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating lease expense | $ 4,754 | $ 3,680 | $ 14,468 | $ 10,849 |
Variable lease expense (benefit) | 184 | 172 | 11 | 334 |
Total lease expense | $ 4,938 | $ 3,852 | $ 14,479 | $ 11,183 |
Commitments and Contingencies_3
Commitments and Contingencies - Supplemental Cash Flow Information Related to Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases | $ 4,733 | $ 3,357 | $ 13,929 | $ 10,044 |
Right-of-use assets obtained in exchange for lease obligations: Operating leases | 1,063 | 0 | 17,639 | 7,740 |
Right-of-use assets and lease obligations derecognized due to lease modifications: Operating leases | $ 3,428 | $ 0 | $ 3,428 | $ 0 |
Commitments and Contingencies_4
Commitments and Contingencies - Supplemental Balance Sheet Information Related to Operating Leases (Details) | Sep. 30, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Weighted average remaining lease term | 3 years 8 months 12 days | 3 years 9 months 18 days |
Weighted average discount rate | 4.97% | 3.93% |
Commitments and Contingencies_5
Commitments and Contingencies - Aggregate Minimum Lease Payments (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 4,992 |
2023 | 17,032 |
2024 | 14,419 |
2025 | 9,436 |
2026 | 7,068 |
Thereafter | 2,384 |
Total | 55,331 |
Less: Present value discount | (4,915) |
Operating lease liabilities | $ 50,416 |
Commitments and Contingencies_6
Commitments and Contingencies - Components of Lease Revenue (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jul. 01, 2020 $ / gal | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / gal | Sep. 30, 2022 USD ($) | |
Related Party Transaction [Line Items] | |||||
Operating lease revenue | $ 17,220 | $ 16,656 | $ 51,713 | $ 48,247 | |
Variable lease revenue | 691 | 524 | 2,005 | 1,832 | |
Total lease revenue | $ 17,911 | $ 17,180 | $ 53,718 | $ 50,079 | |
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 | 9 Months Ended | |
Jul. 01, 2020 $ / gal | Sep. 30, 2023 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 | $ 11,564 | |
2023 | 46,257 | |
2024 | 46,257 | |
2025 | 46,257 | |
2026 | 46,257 | |
Thereafter | 69,385 | |
Total | 265,977 | |
Amended Rail Transportation Services Agreement | ||
Lessor, Lease, Description [Line Items] | ||
2022 | 6,045 | |
2023 | 21,812 | |
2024 | 18,383 | |
2025 | 11,386 | |
2026 | 8,526 | |
Thereafter | 1,073 | |
Total | $ 67,225 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 42 Months Ended | ||
Sep. 30, 2023 USD ($) $ / gal railcar gal | Sep. 30, 2022 USD ($) $ / gal railcar gal | Sep. 30, 2023 USD ($) $ / gal railcar gal | Sep. 30, 2022 USD ($) $ / gal railcar gal | Jun. 30, 2023 gal | |
Related Party Transaction [Line Items] | |||||
Expenses | $ 9,137 | $ 8,430 | $ 27,959 | $ 23,986 | |
Cumulative minimum volume deficiency credits | 1,300 | 1,300 | |||
Revenues | 20,145 | 20,066 | 61,443 | 58,820 | |
Distribution of capital | 5,500 | 5,400 | 16,500 | 16,100 | |
Credit Expiring December 31, 2022 | |||||
Related Party Transaction [Line Items] | |||||
Cumulative minimum volume deficiency credits | 100 | 100 | |||
Credit Expiring March 31, 2023 | |||||
Related Party Transaction [Line Items] | |||||
Cumulative minimum volume deficiency credits | 1,200 | $ 1,200 | |||
Green Plains Trade | |||||
Related Party Transaction [Line Items] | |||||
Quarterly minimum volume commitment, throughput capacity (in gallons) | gal | 217,700,000 | ||||
Minimum volume commitment, throughput capacity (in dollars per gallon) | $ / gal | 0.05312 | ||||
Green Plains Trade | Fee-based Storage and Throughput and Rail Transportation Agreements | |||||
Related Party Transaction [Line Items] | |||||
Revenues | $ 17,900 | $ 17,200 | $ 53,700 | $ 50,100 | |
Green Plains Trade | Fee-based Rail Transportation Services Agreement | |||||
Related Party Transaction [Line Items] | |||||
Volumetric capacity (in gallons) | gal | 69.6 | 74.7 | 71 | 73 | |
Volumetric capacity, monthly fee (in dollars per gallon) | $ / gal | 0.0305 | 0.0250 | 0.0299 | 0.0236 | |
Number of railcars in fleet | railcar | 2,210 | 2,500 | 2,210 | 2,500 | |
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 | 700,000 | 700,000 | 700,000 | |
Monthly fee (in dollars per gallon) | $ / gal | 0.0013 | ||||
Green Plains Trade | Birmingham Terminal Services Agreement | |||||
Related Party Transaction [Line Items] | |||||
Monthly minimum volume commitment throughput capacity (in gallons) | gal | 8,300,000 | ||||
Related Party | |||||
Related Party Transaction [Line Items] | |||||
Expenses | $ 1,000 | $ 800 | $ 2,900 | $ 2,500 | |
Related Party | Operations and Maintenance expenses [Domain] | |||||
Related Party Transaction [Line Items] | |||||
Expenses | 500 | 400 | 1,600 | 1,400 | |
Related Party | General and Administrative Expense | |||||
Related Party Transaction [Line Items] | |||||
Expenses | 500 | 400 | 1,300 | 1,100 | |
Related Party | Fee-based Trucking Transportation and Terminal Services Agreements | |||||
Related Party Transaction [Line Items] | |||||
Revenues | $ 1,300 | $ 1,900 | $ 4,600 | $ 5,800 |
Equity Method Investment (Detai
Equity Method Investment (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 USD ($) train_car_unit bbl | Dec. 31, 2022 USD ($) | |
Related Party Transaction [Line Items] | ||
Investment in equity method investee | $ 3,295 | $ 2,680 |
NLR Energy Logistics LLC | ||
Related Party Transaction [Line Items] | ||
Joint venture, partnership ownership percentage (as a percent) | 50% | |
Delek Renewables LLC | NLR Energy Logistics LLC | ||
Related Party Transaction [Line Items] | ||
Joint venture, partnership ownership percentage (as a percent) | 50% | |
NLR Energy Logistics LLC | ||
Related Party Transaction [Line Items] | ||
Number of train car units (in units) | train_car_unit | 110 | |
Number of barrels of storage (in barrels) | bbl | 100,000 | |
Investment in equity method investee | $ 3,300 |