gpp-20230331

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 March 31, 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 23,246,822 common units outstanding as of April 28, 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	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30

PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	32
Signatures.		33


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
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
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


	March 31, 2023		December 31, 2022
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	18,119	$	20,166
Accounts receivable	1,987		255
Accounts receivable from affiliates	17,024		12,742
Prepaid expenses and other	781		1,410
Total current assets	37,911		34,573

Property and equipment, net of accumulated depreciation and amortization of $37,132 and $36,323, respectively	26,572		26,137
Operating lease right-of-use assets	59,490		47,002
Goodwill	10,598		10,598
Investment in equity method investee	2,789		2,680
Other assets	405		432
Total assets	$	137,765	$	121,422

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	7,056	$	3,086
Accounts payable to affiliates	644		1,139
Accrued and other liabilities	4,844		4,849
Asset retirement obligations	1,824		1,861
Operating lease current liabilities	17,347		14,734
Total current liabilities	31,715		25,669

Long-term debt	58,588		58,559
Asset retirement obligations	3,660		2,862
Operating lease long-term liabilities	43,874		33,582
Total liabilities	137,837		120,672

Commitments and contingencies (Note 8)

Partners' equity (deficit)
Common unitholders - public (11,660,274 units issued and outstanding)	134,652		135,025
Common unitholders - Green Plains (11,586,548 units issued and outstanding)	(134,727)		(134,296)
General partner interests	3		21
Total partners' equity (deficit)	(72)		750
Total liabilities and partners' equity (deficit)	$	137,765	$	121,422


	Three Months Ended March 31,
	2023		2022
Revenues
Affiliate	$	19,656	$	18,095
Non-affiliate	1,119		1,005
Total revenues	20,775		19,100
Operating expenses
Operations and maintenance (excluding depreciation and amortization reflected below)	7,253		5,565
General and administrative	1,230		1,185
Depreciation and amortization	816		898
Total operating expenses	9,299		7,648
Operating income	11,476		11,452
Interest expense, net	(1,772)		(1,239)
Income before income taxes and income from equity method investee	9,704		10,213
Income tax benefit (expense)	99		(38)
Income from equity method investee	109		175
Net income	$	9,912	$	10,350

Net income attributable to partners' ownership interests
General partner	$	198	$	207
Limited partners - common unitholders	9,714		10,143

Earnings per limited partner unit (basic and diluted)
Common units	$	0.42	$	0.44

Weighted average limited partner units outstanding (basic and diluted)
Common units	23,227		23,208


	Amount
Balance at January 1, 2023	$	153
Revenue recognized included in beginning balance	(153)
Net additions	124
Balance at March 31, 2023	$	124


	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, including general partner net contributions	59		—		—		59
Balance, March 31, 2023	$	134,652	$	(134,727)	$	3	$	(72)


	Three Months Ended March 31, 2023
	Limited Partner Common Units		General Partner		Total
Net income
Distributions declared	$	10,577	$	216	$	10,793
Earnings less than distributions	(863)		(18)		(881)
Total net income	$	9,714	$	198	$	9,912

Weighted-average units outstanding - basic and diluted	23,227

Earnings per limited partner unit - basic and diluted	$	0.42


	Three Months Ended March 31, 2022
	Limited Partner Common Units		General Partner		Total
Net income
Distributions declared	$	10,336	$	211	$	10,547
Earnings less than distributions	(193)		(4)		(197)
Total net income	$	10,143	$	207	$	10,350

Weighted-average units outstanding - basic and diluted	23,208

Earnings per limited partner unit - basic and diluted	$	0.44


	March 31, 2023		December 31, 2022
Weighted average remaining lease term	4.0 years		3.8 years

Weighted average discount rate	4.61	%	3.93	%


Year Ending December 31,	Amount
2023	$	14,864
2024	18,149
2025	15,536
2026	9,414
2027	6,820
Thereafter	2,480
Total	67,263
Less: Present value discount	(6,042)
Operating lease liabilities	$	61,221


	Three Months Ended March 31,
	2023		2022
Revenues
Service revenues
Terminal services	$	2,077	$	2,084
Trucking and other	825		806
Total service revenues	2,902		2,890
Leasing revenues (1)
Storage and throughput services	11,564		11,558
Railcar transportation services	6,309		4,652
Total leasing revenues	17,873		16,210
Total revenues	$	20,775	$	19,100


	Three Months Ended March 31,
	2023	2022	% Var.
Product volumes (mmg)
Storage and throughput services	208.1	197.2	5.5%

Terminal services
Affiliate	26.3	27.3	(3.7)
Non-affiliate	24.6	21.5	14.4
	50.9	48.8	4.3

Railcar capacity billed (daily avg.)	72.7	69.7	4.3


Exhibit No.			Description of Exhibit
10.1			Amendment No. 2 to the Amended and Restated Credit Agreement, dated April 19, 2023, by and among Green Plains Operating Company LLC, as the Borrower, the guarantors identified therein, TMI Trust Company, as Administrative Agent and the other lenders party thereto.
31.1			Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002
31.2			Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002
32.1			Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2			Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101			The following information from Green Plains Partners LP Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Cash Flows, and (iv) the Notes to Consolidated Financial Statements
104			The cover page from Green Plains Partners LP Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, formatted in iXBRL.


		GREEN PLAINS PARTNERS LP
		(Registrant)

	By:	Green Plains Holdings LLC, its general partner

Date: May 4, 2023	By:	/s/ Todd A. Becker
		Todd A. Becker
		President and Chief Executive Officer
		(Principal Executive Officer)

Date: May 4, 2023	By:	/s/ James E. Stark
		James E. Stark
		Chief Financial Officer
		(Principal Financial Officer)

SEC Form 10-Q filed by Green Plains Partners LP