Form 8-K
0001635650 False 0001635650 2021-11-04 2021-11-04 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

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

Date of Report (Date of earliest event reported):  November 4, 2021

_______________________________

Green Plains Partners LP

(Exact name of registrant as specified in its charter)

_______________________________

Delaware001-3746947-3822258
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

1811 Aksarben Drive

Omaha, Nebraska 68106

(Address of Principal Executive Offices) (Zip Code)

(402) 884-8700

(Registrant's telephone number, including area code)

 

(Former name or former address, if changed since last report)

_______________________________

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

Title of each classTrading SymbolName of each exchange on which registered
Common Units, Representing Limited Partner InterestsGPPThe Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

 
 
Item 2.02. Results of Operations and Financial Condition.

Green Plains Partners LP issued a press release announcing its financial results for the three months ended September 30, 2021. A copy of this press release is attached as Exhibit 99.1.

The information in this current report on Form 8-K, including Exhibit 99.1, is “furnished,” not “filed,” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not subject to liability of that section nor deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, before or after this date and regardless of any general incorporation language in the filing, unless explicitly incorporated by reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed as part of this report.

Exhibit No. Description of Exhibit
   
99.1 Press Release, dated November 4, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 Green Plains Partners LP
   
  
Date: November 4, 2021By: /s/ G. Patrich Simpkins Jr.        
  G. Patrich Simpkins Jr.
  Chief Financial Officer
(Principal Financial Officer)
  

 

EdgarFiling

EXHIBIT 99.1

logoFOR IMMEDIATE RELEASE
  

Green Plains Partners Reports Third Quarter 2021 Financial Results

Results for the Third Quarter of 2021

OMAHA, Neb., Nov. 04, 2021 (GLOBE NEWSWIRE) -- Green Plains Partners LP (NASDAQ:GPP) today announced financial and operating results for the third quarter of 2021. Net income attributable to the partnership was $9.4 million, or $0.40 per common unit, for the third quarter of 2021, compared with net income of $10.3 million, or $0.44 per common unit, for the same period in 2020.

The partnership also reported adjusted EBITDA of $13.5 million and distributable cash flow of $11.5 million for the third quarter of 2021, compared with adjusted EBITDA of $13.9 million and distributable cash flow of $11.3 million for the same period in 2020. Distribution coverage was 1.11x for the three months ended September 30, 2021.

“We were pleased to increase the distribution for the quarter, returning capital to unitholders consistent with our prior guidance,” said Todd Becker, president and chief executive officer. “The partnership continues to be well positioned to deliver stable and consistent cash flows for its unitholders.”

Third Quarter Highlights and Recent Developments

Results of Operations
Consolidated revenues decreased $2.1 million for the three months ended September 30, 2021, compared with the same period for 2020. Railcar transportation services revenue decreased $0.9 million primarily due to a reduction in average volumetric capacity, and storage and throughput services revenue decreased $1.0 million due to a decrease in throughput volumes, both of which were a result of the sale of our parent’s Hereford ethanol plant in the fourth quarter of 2020 and its Ord ethanol plant in the first quarter of 2021. Terminal services revenue decreased $0.1 million due to lower throughput at our terminals. Trucking and other revenue decreased $0.1 million as a result of lower affiliate freight volume.

Operations and maintenance expenses decreased $1.5 million for the three months ended September 30, 2021, compared with the same period for 2020, primarily due to a reduction in railcar lease expense of $0.7 million, a decrease in accretion expense of $0.4 million associated with railcar lease asset retirement obligations, and a decrease of $0.2 million in repairs and maintenance expenses associated with our storage facilities and terminals as a result of our parent’s sale of assets.

During the third quarter of 2021, Green Plains Inc.’s average production utilization rate was approximately 75.0% of capacity. Ethanol throughput was 182.3 million gallons, which was below the contracted minimum volume commitment. As a result, the partnership charged Green Plains Trade $1.9 million related to the minimum volume commitment deficiency for the quarter, resulting in a credit to be applied against potential excess volumes in future periods. The cumulative minimum volume deficiency credits available to Green Plains Trade as of September 30, 2021 totaled $7.2 million. If these credits are unused by Green Plains Trade, $1.1 million will expire on December 31, 2021, $2.8 million will expire on March 31, 2022, $1.4 million will expire on June 30, 2022 and $1.9 million will expire on September 30, 2022. These credits have been recognized in revenue by the partnership, and as such, future volumes throughput by Green Plains Trade in excess of the quarterly minimum volume commitment, up to the amount of these credits, will not be recognized in revenue in future periods prior to expiration.

GREEN PLAINS PARTNERS LP
SELECTED OPERATING DATA
(unaudited, in million gallons)
              
 Three Months Ended Nine Months Ended
 September 30, September 30,
 2021 2020 % Var. 2021 2020 % Var.
Product volumes             
Storage and throughput services182.3 189.6 (3.9)% 553.1 581.3 (4.9)%
              
Terminal services:             
Affiliate22.1 24.5 (9.8)  62.1 79.3 (21.7) 
Non-affiliate26.2 27.7 (5.4)  77.7 78.3 (0.8) 
 48.3 52.2 (7.5)  139.8 157.6 (11.3) 
              
Railcar capacity billed (daily average)68.6 81.5 (15.8)  70.3 80.4 (12.6) 

Liquidity and Capital Resources
Total liquidity as of September 30, 2021 consisted of $14.2 million in cash and cash equivalents. Total debt outstanding was $59.6 million, net of debt issuance costs of $0.4 million.

Conference Call Information
On November 4, 2021, Green Plains Partners LP and Green Plains Inc. will host a joint conference call at 11 a.m. Eastern time (10 a.m. Central time) to discuss third quarter 2021 financial and operating results for each company. Domestic and international participants can access the conference call by dialing 877.711.2374 and 281.542.4862, respectively, and referencing conference ID 2049686. The company advises participants to call at least 10 minutes prior to the start time. Alternatively, the conference call, transcript and presentation will be accessible on Green Plains Partners’ website at http://ir.greenplainspartners.com.

Non-GAAP Financial Measures
Adjusted EBITDA and distributable cash flow are supplemental financial measures used to assess the partnership’s financial performance. Management believes adjusted EBITDA and distributable cash flow provide investors useful information in assessing the partnership’s financial condition and results of operations. Adjusted EBITDA is defined as earnings before interest expense, income tax expense, depreciation and amortization, plus adjustments for transaction costs related to acquisitions or financing transactions, unit-based compensation expense, net gains or losses on asset sales and the partnership’s proportional share of EBITDA adjustments of our equity method investee. Distributable cash flow is defined as adjusted EBITDA less interest paid or payable, income taxes paid or payable, maintenance capital expenditures and the partnership’s proportionate share of distributable cash flow adjustments of our equity method investee. References to LTM refer to results from the immediately preceding twelve-month period. Adjusted EBITDA and distributable cash flow are not presented in accordance with U.S. Generally Accepted Accounting Principles (GAAP) and therefore should not be considered in isolation or as alternatives to net income or any other measure of financial performance presented in accordance with GAAP to analyze the partnership’s results.

About Green Plains Partners LP
Green Plains Partners LP (NASDAQ:GPP) is a fee-based Delaware limited partnership formed by Green Plains Inc. to provide fuel storage and transportation services by owning, operating, developing and acquiring ethanol and fuel storage terminals, transportation assets and other related assets and businesses. For more information about Green Plains Partners, visit www.greenplainspartners.com.

About Green Plains Inc.
Green Plains Inc. (NASDAQ:GPRE) is a leading biorefining company focused on the development and utilization of fermentation, agricultural and biological technologies in the processing of annually renewable crops into sustainable value-added ingredients. This includes the production of cleaner low carbon biofuels, renewable feedstocks for advanced biofuels and high purity alcohols for use in cleaners and disinfectants. Green Plains is an innovative producer of ultra-high protein and novel ingredients for animal and aquaculture diets to help satisfy a growing global appetite for sustainable protein. The Company also owns a 48.9% limited partner interest and a 2.0% general partner interest in Green Plains Partners LP. For more information, visit www.gpreinc.com.

Forward-Looking Statements
This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements reflect management’s current views, which are subject to risks and uncertainties including, but not limited to, anticipated financial and operating results, plans and objectives that are not historical in nature. These statements may be identified by words such as “believe,” “expect,” “may,” “should,” “will” and similar expressions. Factors that could cause actual results to differ materially from those expressed or implied are discussed in Green Plains Partners’ reports filed with the Securities and Exchange Commission. Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this news release. Green Plains Partners assumes no obligation to update any such forward-looking statements, except as required by law.

Consolidated Financial Results

GREEN PLAINS PARTNERS LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
      
 September 30, December 31,
 2021 2020
ASSETS(unaudited)   
Current assets     
Cash and cash equivalents$14,201 $2,478 
Accounts receivable, including from affiliates 13,555  14,744 
Other current assets 982  772 
Total current assets 28,738  17,994 
Property and equipment, net 29,601  32,119 
Operating lease right-of-use assets 41,890  40,604 
Other assets 15,109  14,603 
Total assets$115,338 $105,320 
      
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)     
Current liabilities     
Accounts payable, including to affiliates$4,647 $4,399 
Operating lease current liabilities 12,133  11,506 
Current maturities of long-term debt -  97,739 
Other current liabilities 2,664  5,438 
Total current liabilities 19,444  119,082 
Long-term debt 59,579  - 
Asset retirement obligations 2,879  2,865 
Operating lease long-term liabilities 30,794  29,835 
Total liabilities 112,696  151,782 
      
Partners' equity (deficit) 2,642  (46,462)
Total liabilities and partners' equity (deficit)$115,338 $105,320 


GREEN PLAINS PARTNERS LP
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands except per unit amounts)
                  
 Three Months Ended  Nine Months Ended 
 September 30, September 30,
 2021 2020 % Var. 2021 2020 % Var.
Revenues                 
Affiliate$18,221  $20,347  (10.4)% $56,061  $58,327  (3.9)%
Non-affiliate 1,030   1,035  (0.5)   3,297   3,707  (11.1) 
Total revenues 19,251   21,382  (10.0)   59,358   62,034  (4.3) 
Operating expenses                 
Operations and maintenance (excluding depreciation and amortization reflected below) 5,161   6,647  (22.4)   17,153   19,410  (11.6) 
General and administrative 892   1,116  (20.1)   3,152   3,038  3.8  
Depreciation and amortization 1,089   940  15.9    2,771   2,867  (3.3) 
Total operating expenses 7,142   8,703  (17.9)   23,076   25,315  (8.8) 
Operating income 12,109   12,679  (4.5)   36,282   36,719  (1.2) 
Interest expense (2,781)  (2,498) 11.3    (6,120)  (6,182) (1.0) 
Income before income taxes and income from equity method investee 9,328   10,181  (8.4)   30,162   30,537  (1.2) 
Income tax expense (77)  (30) 156.7    (229)  (166) 38.0  
Income from equity method investee 174   155  12.3    517   488  5.9  
Net income$9,425  $10,306  (8.5)% $30,450  $30,859  (1.3)%
                  
Net income attributable to partners' ownership interests:                 
General partner$188  $206  (8.7)% $609  $617  (1.3)%
Limited partners - common unitholders 9,237   10,100  (8.5)   29,841   30,242  (1.3) 
                  
Earnings per limited partner unit (basic and diluted):                 
Common units$0.40  $0.44  (9.1)% $1.29  $1.31  (1.5)%
                  
Weighted average limited partner units outstanding (basic and diluted):                 
Common units 23,208   23,161      23,177   23,145    
                  
Supplemental Revenues Data:                 
Storage and throughput services$11,564  $12,520  (7.6)% $35,389  $36,090  (1.9)%
Railcar transportation services 4,688   5,538  (15.3)   14,525   16,036  (9.4) 
Terminal services 1,998   2,162  (7.6)   6,258   6,488  (3.5) 
Trucking and other 1,001   1,162  (13.9)   3,186   3,420  (6.8) 
Total revenues$19,251  $21,382  (10.0)% $59,358  $62,034  (4.3)%


GREEN PLAINS PARTNERS LP
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited, in thousands)
      
 Nine Months Ended
 September 30,
 2021
 2020
Cash flows from operating activities:     
Net income$30,450  $30,859 
Noncash operating adjustments:     
Depreciation and amortization 2,771   2,867 
Distribution from equity method investee -   1,000 
Other 1,772   1,146 
Net change in working capital (1,317)  (1,595)
Net cash provided by operating activities 33,676   34,277 
      
Cash flows from investing activities:     
Purchases of property and equipment (494)  (117)
Disposition of assets 27,500   - 
Net cash provided by (used in) investing activities 27,006   (117)
      
Cash flows from financing activities:     
Payments of distributions (8,528)  (16,958)
Net payments on revolving credit facility -   (4,400)
Net payments on long-term debt (40,000)  (9,500)
Payments of loan fees (436)  (3,495)
Other 5   7 
Net cash used in financing activities (48,959)  (34,346)
      
Net change in cash and cash equivalents 11,723   (186)
Cash and cash equivalents, beginning of period 2,478   261 
Cash and cash equivalents, end of period$14,201  $75 


GREEN PLAINS PARTNERS LP
RECONCILIATIONS TO NON-GAAP FINANCIAL MEASURES
(unaudited, in thousands except ratios)
               
 Three Months Ended Nine Months Ended LTM Ended
 September 30, September 30, September 30,
 2021
 2020
 2021
 2020
 2021
Net income$9,425  $10,306  $30,450  $30,859  $40,738 
Interest expense (1) 2,781   2,498   6,120   6,182   8,451 
Income tax expense 77   30   229   166   275 
Depreciation and amortization 1,089   940   2,771   2,867   3,710 
Transaction costs -   -   5   -   30 
Unit-based compensation expense 60   81   219   239   300 
Proportional share of EBITDA adjustments of equity method
investee (2)
 45   43   139   137   183 
Adjusted EBITDA 13,477   13,898   39,933   40,450   53,687 
Interest paid or payable (1,781)  (2,498)  (5,120)  (6,182)  (7,451)
Income taxes paid or payable (77)  (30)  (229)  (91)  (275)
Maintenance capital expenditures (137)  (62)  (139)  (116)  (204)
Distributable cash flow (3)$11,482  $11,308  $34,445  $34,061  $45,757 
Distributions declared (4)$10,310  $2,848  $15,996  $8,520  $18,837 
Coverage ratio 1.11x   3.97x   2.15x   4.00x   2.43x 
               
(1) Includes $1.0 million in unamortized debt issuance costs written off upon extinguishment of debt for the three and nine months ended September 30, 2021.
(2) Represents the partnership's proportional share of depreciation and amortization of its equity method investee.
(3) Distributable cash flow does not include adjustments for the principal payments on the term loan of $3.2 million and $50.0 million during the three and nine months ended September 30, 2021, respectively.
(4) Represents distributions declared for the applicable period and paid in the subsequent quarter.

Green Plains Contacts
Investors: Phil Boggs | Executive Vice President, Investor Relations | 402.884.8700 | phil.boggs@gpreinc.com
Media: Lisa Gibson | Communications Manager | 402.952.4971 | lisa.gibson@gpreinc.com