gpp-20230930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 10-Q

(Mark One)

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended September 30, 2023

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ______ to ______

Commission File Number 001-37469

GREEN PLAINS PARTNERS LP

(Exact name of registrant as specified in its charter)


Delaware			47-3822258
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

1811 Aksarben Drive, Omaha, NE 68106			(402) 884-8700
(Address of principal executive offices, including zip code)			(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Units, Representing Limited Partner Interests

GPP

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer o			Accelerated Filer x
Non-Accelerated Filer ¨
Smaller Reporting Company o			Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes x No

The registrant had 23,264,833 common units outstanding as of October 26, 2023.


		Page
PART I – FINANCIAL INFORMATION
Commonly Used Defined Terms		3
Item 1.	Financial Statements	4
	Consolidated Balance Sheets	4
	Consolidated Statements of Operations	5
	Consolidated Statements of Cash Flows	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35

PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	39
Signatures.		40


Green Plains Partners LP, Subsidiaries, and Partners:
Green Plains Operating Company			Green Plains Operating Company LLC
Green Plains Partners; the partnership			Green Plains Partners LP and its subsidiaries
NLR			NLR Energy Logistics LLC
Green Plains Inc. and Subsidiaries:
Green Plains; the parent or sponsor			Green Plains Inc. and its subsidiaries
Green Plains Holdings, the general partner			Green Plains Holdings LLC
Green Plains Trade			Green Plains Trade Group LLC
Other Defined Terms:
2022 annual report			The partnership’s annual report on Form 10-K for the year ended December 31, 2022, filed February 10, 2023
ATJ			Alcohol-to-Jet
ARO			Asset retirement obligation
ASC			Accounting Standards Codification
Bgy			Billion gallons per year
BlackRock			Funds and accounts managed by BlackRock
CI			Carbon intensity
Conflicts Committee			The partnership’s committee responsible for reviewing situations involving certain transactions with affiliates or other potential conflicts of interest
D.C.			District of Columbia
DOE			Department of Energy
E10			Gasoline blended with up to 10% ethanol by volume
E15			Gasoline blended with up to 15% ethanol by volume
EBITDA			Earnings before interest, taxes, depreciation and amortization
EIA			U.S. Energy Information Administration
EPA			U.S. Environmental Protection Agency
EV			Electric Vehicle
Exchange Act			Securities Exchange Act of 1934, as amended
FASB			Financial Accounting Standards Board
FFV			Flexible-fuel vehicle
GAAP			U.S. Generally Accepted Accounting Principles
LIBOR			London Interbank Offered Rate
LTIP			Green Plains Partners LP 2015 Long-Term Incentive Plan
Mmg			Million gallons
MSC™			Maximized Stillage Coproducts produced using process technology developed by Fluid Quip Technologies LLC
MTBE			Methyl tertiary-butyl ether
Partnership agreement			First Amended and Restated Agreement of Limited Partnership of Green Plains Partners LP, dated as of July 1, 2015, between Green Plains Holdings LLC and Green Plains Inc.
RFS			Renewable Fuels Standard
RIN			Renewable identification number
RVO			Renewable volume obligation
SAF			Sustainable Aviation Fuel
SEC			Securities and Exchange Commission
SOFR			Secured Overnight Financing Rate
SRE			Small refinery exemption
U.S.			United States
USDA			U.S. Department of Agriculture


	September 30, 2023		December 31, 2022
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	19,096	$	20,166
Accounts receivable	408		255
Accounts receivable from affiliates	11,573		12,742
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

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	5,180	$	3,086
Accounts payable to affiliates	456		1,139
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)
Common unitholders - public (11,678,285 and 11,660,274 units issued and outstanding, respectively)	133,368		135,025
Common unitholders - Green Plains (11,586,548 units issued and outstanding)	(134,455)		(134,296)
General partner interests	(10)		21
Total partners' equity (deficit)	(1,097)		750
Total liabilities and partners' equity (deficit)	$	120,346	$	121,422


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Revenues
Affiliate	$	19,191	$	19,030	$	58,307	$	55,867
Non-affiliate	954		1,036		3,136		2,953
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 on sale of assets	(1,057)		—		(1,057)		—
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		—
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

Earnings per limited partner unit (basic and diluted)
Common units	$	0.40	$	0.43	$	1.21	$	1.31

Weighted average limited partner units outstanding (basic and diluted)
Common units	23,246		23,228		23,234		23,215


	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


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


	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


	Limited Partners				General Partner		Total
	Common Units- Public		Common Units- Green Plains
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)


	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


	Three Months Ended September 30, 2023
	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


	Three Months Ended September 30,				Nine Months Ended September 30,
	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


	Nine Months Ended September 30, 2023
	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 September 30, 2022
	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 September 30, 2022
	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

SEC Form 10-Q filed by Green Plains Partners LP