FALSE000163565000016356502023-10-312023-10-31

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):  October 31, 2023
_______________________________
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 Symbol(s)Name 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 and nine months ended September 30, 2023. 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
104Cover 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: October 31, 2023By:/s/ James E. Stark
James E. Stark
Chief Financial Officer
(Principal Financial Officer)

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Exhibit 99.1


FOR IMMEDIATE RELEASE
Green Plains Partners Reports Third Quarter 2023 Financial Results

Results for the Third Quarter of 2023
•Net income of $9.4 million, or $0.40 per common unit
•Adjusted EBITDA of $12.7 million and distributable cash flow of $10.7 million
•Quarterly cash distribution of $0.455 per unit
•Distribution coverage ratio of 0.99x; LTM distribution coverage ratio of 0.99x
•Leverage ratio, net of cash; 0.72x Adjusted EBITDA

OMAHA, Neb., October 31, 2023 (BUSINESS WIRE) - Green Plains Partners LP (NASDAQ:GPP) (the “partnership” or “Green Plains Partners”) today announced financial and operating results for the third quarter of 2023. Net income attributable to the partnership was $9.4 million, or $0.40 per common unit, for the third quarter of 2023, compared with net income of $10.2 million, or $0.43 per common unit, for the same period in 2022.

The partnership also reported adjusted EBITDA of $12.7 million and distributable cash flow of $10.7 million for the third quarter of 2023, compared with adjusted EBITDA of $13.0 million and distributable cash flow of $11.3 million for the same period in 2022. Distribution coverage was 0.99x for the three months ended September 30, 2023.

Third Quarter Highlights and Recent Developments
•On October 19, 2023, the board of directors of the partnership’s general partner declared a quarterly cash distribution of $0.455 per unit, or approximately $10.8 million, for the third quarter of 2023. The distribution is payable on November 10, 2023, to unitholders of record at the close of business on November 3, 2023.
•On September 16, 2023, Green Plains Partners and Green Plains Inc. (“Green Plains”) entered into a definitive merger agreement pursuant to which Green Plains will acquire all of the publicly held common units of Green Plains Partners not already owned by Green Plains and its affiliates, in exchange for a combination of Green Plains common stock and cash. Under the merger agreement, each outstanding common unit of Green Plains Partners that Green Plains and its affiliates do not already own will be converted into the right to receive 0.405 shares of Green Plains common stock and $2.00 in cash, plus an amount of cash equal to unpaid distributions from the end of the last quarter for which a quarterly distribution was made to the closing date, as determined in accordance with the merger agreement, without interest.

Results of Operations
Consolidated revenues for the three months ended September 30, 2023 increased by $0.1 million compared with the same period for 2022. Operations and maintenance expenses increased by $0.4 million for the three months ended September 30, 2023, compared with the same period for 2022. General and administrative expenses increased $1.8 million for the three months ended September 30, 2023 compared with the same period for 2022 primarily due to transaction costs related to the merger agreement.

During the third quarter of 2023, Green Plains’ average production utilization rate was approximately 93.9% of capacity. Ethanol throughput was 225.1 million gallons, which exceeded the contracted minimum volume commitment. As a result, a prior period deficiency credit of $0.4 million was utilized toward the excess volume. The cumulative balance of minimum volume deficiency credits available to Green Plains Trade as of September 30, 2023 was $1.3 million. If these credits are unused by Green Plains Trade, $0.1 million will expire on March 31, 2024 and $1.2 million will expire on June 30, 2024. 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.
1

GREEN PLAINS PARTNERS LP
SELECTED OPERATING DATA
(unaudited, in million gallons)

Three Months Ended
September 30,		Nine Months Ended
September 30,
20232022% Var.20232022% Var.
Product volumes (mmg)
Storage and throughput services225.1219.72.5%629.3649.4(3.1)%
Terminal services
Affiliate32.824.235.589.279.212.6
Non-affiliate23.623.7(0.4)74.168.97.5
56.447.917.7163.3148.110.3
Railcar capacity billed (daily avg.)69.674.7(6.8)71.073.0(2.7)

Liquidity and Capital Resources
Total liquidity as of September 30, 2023 consisted of $19.1 million in cash and cash equivalents. Total debt outstanding was $55.6 million, net of unamortized debt issuance costs of $0.3 million.

Conference Call Information
On October 31, 2023, Green Plains Partners LP and Green Plains Inc. will host a joint conference call at 9 a.m. Eastern time (8 a.m. Central time) to discuss third quarter of 2023 financial and operating results for each company. Domestic and international participants can access the conference call by dialing 888.210.4215 and 646.960.0269, respectively, and referencing conference ID 5027523. Participants are advised to call at least 10 minutes prior to the start time. Alternatively, the conference call will be accessible on Green Plains Partners’ website https://ir.greenplainspartners.com/events-presentations.

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, 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, net of interest received, 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. Green Plains also owns a 48.8% limited partner interest and a 2.0% general partner interest in Green Plains Partners LP. For more information, visit www.gpreinc.com.
2

Forward-Looking Statements
All statements in this press release (and oral statements made regarding the subjects of this communication), including those that express a belief, expectation or intention, may be considered forward-looking statements (as defined in Section 21E of the Securities Exchange Act, as amended, and Section 27A of the Securities Act of 1933, as amended) that involve risks and uncertainties that could cause actual results to differ materially from projected results. Without limiting the generality of the foregoing, forward-looking statements contained in this communication include statements relying on a number of assumptions concerning future events and are subject to a number of uncertainties and factors, many of which are outside the control of the partnership, which could cause actual results to differ materially from such statements. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking statements may include, but are not limited to, statements regarding the ability of the partnership and Green Plains to consummate the transactions contemplated by the merger agreement; the anticipated completion of the proposed transaction and the timing thereof; and the expected future growth, dividends and distributions of the combined company; and plans and objectives of management for future operations. Forward-looking statements may be identified by words such as “believe,” “intend,” “expect,” “may,” “should,” “will,” “anticipate,” “could,” “estimate,” “plan,” “predict,” “project” and variations of these words or similar expressions (or the negative versions of such words or expressions). While the partnership believes that the assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in predicting certain important factors that could impact the future performance or results of its business. Among the factors that could cause results to differ materially from those indicated by such forward-looking statements are: the failure to realize the anticipated costs savings, synergies and other benefits of the proposed transaction; the possible diversion of management time on transaction-related issues; local, regional and national economic conditions and the impact they may have on the partnership, Green Plains and their customers; disruption caused by health epidemics, such as the COVID-19 outbreak; conditions in the ethanol and biofuels industry, including a sustained decrease in the level of supply or demand for ethanol and biofuels or a sustained decrease in the price of ethanol or biofuels; commodity market risks, including those that may result from weather conditions; the financial condition of the partnership’s or Green Plains’ customers; any non-performance by customers of their contractual obligations; changes in customer, employee or supplier relationships resulting from the proposed transaction; changes in safety, health, environmental and other governmental policy and regulation, including changes to tax laws; the results of any reviews, investigations or other proceedings by government authorities; and the performance of the partnership and Green Plains.

The foregoing list of factors is not exhaustive. The forward-looking statements in this press release speak only as of the date they are made and the partnership assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by securities and other applicable laws. We have based these forward-looking statements on our current expectations and assumptions about future events. While the partnership’s management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond the partnership’s control. These risks, contingencies and uncertainties relate to, among other matters, the risks and uncertainties set forth in the “Risk Factors” section of the partnership’s Annual Report on Form 10-K for the year ended December 31, 2022, and Quarterly Reports on Form 10-Q for the three months ended March 31, 2023 and June 30, 2023, respectively, each filed with the Securities and Exchange Commission (the “SEC”), and any subsequent reports filed by the partnership with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.


















3

Consolidated Financial Results

GREEN PLAINS PARTNERS LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

September 30,
2023		December 31, 2022
(unaudited)
ASSETS
Current assets
Cash and cash equivalents$19,096$20,166
Accounts receivable, including from affiliates11,98112,997
Other current assets1,5211,410
Total current assets32,59834,573
Property and equipment, net24,76426,137
Operating lease right-of-use assets48,74047,002
Other assets14,24413,710
Total assets$120,346$121,422
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable, including to affiliates$5,636$4,225
Operating lease current liabilities15,73614,734
Other current liabilities6,3516,710
Total current liabilities27,72325,669
Long-term debt55,63158,559
Asset retirement obligations3,4092,862
Operating lease long-term liabilities34,68033,582
Total liabilities121,443120,672
Partners' equity (deficit)(1,097)750
Total liabilities and partners' equity (deficit) $120,346$121,422
4

GREEN PLAINS PARTNERS LP
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands except per unit amounts)

Three Months Ended
September 30,		Nine Months Ended
September 30,
20232022% Var.20232022% Var.
Revenues
Affiliate$19,191$19,0300.8%$58,307$55,8674.4%
Non-affiliate9541,036(7.9)3,1362,9536.2
Total revenues20,14520,0660.461,44358,8204.5
Operating expenses
Operations and maintenance (excluding depreciation and amortization reflected below)6,7096,2876.721,03218,01216.8
General and administrative2,705949185.05,5603,05981.8
Gain on sale of assets(1,057)—100.0(1,057)—100.0
Depreciation and amortization7801,194(34.7)2,4242,915(16.8)
Total operating expenses9,1378,4308.427,95923,98616.6
Operating income11,00811,636(5.4)33,48434,834(3.9)
Interest income235 — 100.0598 — 100.0
Interest expense(1,999)(1,516)31.9(5,806)(4,139)40.3
Income before income taxes and income from equity method investee9,24410,120(8.7)28,27630,695(7.9)
Income tax expense(30)(37)(18.9)(224)(114)96.5
Income from equity method investee19583134.961545435.5
Net income$9,409$10,166(7.4)%$28,667$31,035(7.6)%
Net income attributable to partners' ownership interests
General partner$187$204(8.3)%$573$621(7.7)%
Limited partners - common unitholders9,2229,962(7.4)28,09430,414(7.6)
Earnings per limited partner unit (basic and diluted)
Common units$0.40$0.43(7.0)%$1.21$1.31(7.6)%
Weighted average limited partner units outstanding (basic and diluted)
Common units23,24623,22823,23423,215
Supplemental Revenues Data
Storage and throughput services$11,564$11,565—%$34,693$34,693—%
Railcar transportation services6,3475,61513.019,02515,38623.7
Terminal services2,1631,86416.06,4135,9847.2
Trucking and other711,022(93.1)1,3122,757(52.4)
Total revenues$20,145$20,0660.4%$61,443$58,8204.5%
5

GREEN PLAINS PARTNERS LP
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited, in thousands)

Nine Months Ended
September 30,
20232022
Cash flows from operating activities
Net income$28,667$31,035
Noncash operating adjustments
Depreciation and amortization2,4242,915
Other(1,483)(355)
Net change in working capital1,810(2,385)
Net cash provided by operating activities31,41831,210
Cash flows from investing activities
Purchases of property and equipment(394)(432)
Proceeds from disposition of assets3,310 — 
Net cash provided by (used in) investing activities2,916(432)
Cash flows from financing activities
Payments of distributions(32,388)(31,650)
Principal payments on long-term debt(3,000)(1,031)
Other(16)— 
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 period20,16617,645
Cash and cash equivalents, end of period$19,096$15,742
6

GREEN PLAINS PARTNERS LP
RECONCILIATIONS TO NON-GAAP FINANCIAL MEASURES
(unaudited, in thousands except ratios)

Three Months Ended
September 30,		Nine Months Ended
September 30,		LTM Ended September 30,
20232022202320222023
Net income9,40910,16628,66731,03538,282
Interest expense, net1,7641,5165,2084,1396,993
Income tax expense3037224114191
Depreciation and amortization7801,1942,4242,9153,602
Transaction costs1,704—2,159—2,159
Gain on sale of assets(1,057)—(1,057)—(1,057)
Unit-based compensation expense6061179180239
Proportional share of EBITDA adjustments of equity method investee (1)
4545135135180
Adjusted EBITDA12,73513,01937,93938,51850,589
Interest paid or payable, net of interest received(1,764)(1,516)(5,208)(4,139)(6,993)
Income taxes paid or payable(30)(37)(224)(114)(191)
Maintenance capital expenditures(194)(124)(278)(382)(480)
Distributable cash flow (2)
$10,747$11,342$32,229$33,883$42,925
Distributions declared (3)
$10,802$10,793$32,397$32,015$43,190
Coverage ratio0.99 x1.05 x0.99 x1.06 x0.99 x
Long-term debt$55,631
Less: Cash and cash equivalents19,096
Long-term debt, net of cash and cash equivalents$36,535
Adjusted EBITDA$50,589
Leverage ratio0.72 x
(1) Represents our proportional share of depreciation and amortization of our equity method investee.
(2) Distributable cash flow does not include adjustments for the principal payment on the term loan of $1.5 and $3.0 million for the three and nine months ended September 30, 2023, respectively. Distributable cash flow does not include adjustments for the principal payments on the term loan of $1.0 million for the nine months ended September 30, 2022.
(3) 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

###
7
v3.23.3
Cover
Oct. 31, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 31, 2023
Entity Registrant Name GREEN PLAINS PARTNERS LP
Entity Incorporation, State or Country Code DE
Entity File Number 001-37469
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
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001635650
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