Green Plains Partners Lp UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES THERETO Introduction

The following excerpt is from the company's SEC filing.

October 8, 2018,

Green Plains

Inc. (“GPRE”), the parent of Green

Partners LP (the “Partnership”)

ntered into an asset purchase agreement for the sale of three ethanol plants located in Bluffton, Indiana, Lakota, Iowa, and Riga, Michigan to Valero Renewable Fuels Company, LLC (“Valero”). Correspondingly, the Partnership entered into a separate

with

to sell

ge assets and assign the rail

transportation assets

to be disposed of in the sale to Valero

for $120.9 million (the “Transaction). The Transaction was previously described in a Current Report of the Partnership on Form 8-K filed with the United States Securities and Exchange Commission on

October 10, 2018. On

November

, 2018, the Partnership c

losed on the sale and received as consideration 8.7 million

units and a portion of the general partner interest equating to 0.2 million hypothetical limited partner units t

o maintain the general partner’s

2% interest.

The Partnership

as additional consideration approximately $2.6 million in cash related to the present value gain on railcars transferred, subject to certain post-closing adjustments.

The following unaudited pro forma condensed consolidated balance sheet as of September 30, 2018, of the Partnership is presented as if the Transaction had occurred on September 30, 2018.

The unaudited pro forma condensed

statement

of operations for the nine months ended September 30, 2018, and for the year ended December 31, 2017, are presented as if such events had occurred on January 1, 2017.

The unaudited pro forma condensed consolidated balance sheet and statement

of operations included herein are for information

purposes only and are not necessarily indicative of the results that might have occurred had the

taken place on the respective dates assumed. Actual results may differ significantly from those reflected in the unaudited condensed consolidated pro forma financial statements for various reasons, including but not limited to, the differences between the assumptions used to prepare the unaudited pro forma condensed consolidated financial statements and actual results. The pro forma adjustments in the unaudited pro forma condensed consolidated balance sheet and the statement

of operations included herein include the use of estimates and assumptions as described in the accompanying notes. The pro forma adjustments are based on information available to the

at the time these unaudited pro forma condensed consolidated financial statements were prepared. The

believes its current estimates provide a reasonable basis of presenting

the significant effects of the T

ransaction.

should be read in conjunction with the the

in addition to the following

the historical financial statements of

as of and for

, and the related notes included

in the Partnership’s

Annual Report on Form 10-K for

the historical unaudited financial statements of

as of and for the nine

, and the related notes included in

Quarterly Report on Form 10-Q for the

quarter ended September 30, 2018.

GREEN PLAINS PARTNERS LP

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 30, 2018

(in thousands)

Green Plains Partners

Pro Forma Adjustments (Note 2)

Pro Forma Consolidated

ASSETS

Current assets

Cash and cash equivalents

432 

2,620 

3,052 

Accounts receivable

732 

Accounts receivable from affiliates

17,842 

Prepaid expenses and other

743 

Total current assets

19,749 

22,369 

Property and equipment, net

46,156 

(4,179)

41,977 

Goodwill

10,598 

Investment in equity method investees

3,580 

Note receivable

8,100 

Other assets

1,128 

Total assets

89,311 

(1,559)

87,752 

LIABILITIES AND PARTNERS' CAPITAL

Current liabilities

Accounts payable

7,534 

Accounts payable to affiliates

4,005 

Accrued and other liabilities

4,600 

Asset retirement obligations

676 

Unearned revenue

148 

Total current liabilities

16,963 

Long-term debt

136,012 

Deferred lease liability

832 

2,904 

(427)

2,477 

Total liabilities

156,711 

156,284 

Partners' capital

Common unitholders - public

114,324 

Common unitholders - Green Plains

(180,729)

117,373 

(181,838)

(118,482)

General partner interests

(995)

2,395 

(1,018)

(2,418)

Total partners' capital

(67,400)

(1,132)

(68,532)

Total liabilities and partners' capital

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2017

(in thousands, except per unit amounts)

Revenues

Affiliate

100,808 

(16,836)

83,972 

Non-affiliate

6,185 

Total revenues

106,993 

90,157 

Operating expenses

Operations and maintenance (excluding depreciation and amortization reflected below)

33,501 

(3,915)

29,586 

General and administrative

4,223 

(5)

4,218 

Depreciation and amortization

5,111 

(502)

4,609 

Total operating expenses

42,835 

(4,422)

38,413 

Operating income

64,158 

(12,414)

51,744 

Other income (expense)

Interest income

81 

Interest expense

(5,402)

Other, net

150 

Total other expense

(5,171)

Income before income taxes

58,987 

46,573 

Income tax expense

(109)

Equity investment loss

(11)

Net income

58,867 

46,453 

Net income attributable to partners' ownership interests:

1,177 

(248)

929 

Limited partners - common unitholders

28,869 

(6,088)

22,781 

Limited partners - subordinated unitholders

28,821 

(6,078)

22,743 

Earnings per limited partner unit (basic and diluted):

Common units

1.81 

0.16 

(d)(e)

1.97 

Subordinated units 

Weighted average limited partner units outstanding (basic and diluted):

15,916 

(4,350)

11,566 

15,890 

(4,343)

11,547 

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018

72,949 

(12,473)

60,476 

4,546 

77,495 

65,022 

23,586 

(2,562)

21,024 

3,689 

3,684 

3,406 

(260)

3,146 

30,681 

(2,827)

27,854 

46,814 

(9,646)

37,168 

61 

(5,253)

75 

(5,117)

41,697 

32,051 

(70)

(82)

41,545 

31,899 

831 

(193)

638 

24,015 

(5,576)

18,439 

16,699 

(3,877)

12,822 

1.28 

0.07 

1.35 

18,780 

(5,131)

13,649 

13,038 

(3,562)

9,476 

BASIS OF PRESENTATION

See “Introduction” for more information regarding the basis of presentation for our unaudited pro forma condensed consolidated financial statements.

PRO FORMA ADJUSTMENTS

Adjustments under the heading “

” in the accompanying pro forma condensed consolidated financial statements represent the following:

Represents

disposition

of the property, plant, and equipment of the Bluffton, Indiana, Lakota, Iowa, and Riga, Michigan plants

and the asset retirement obligation assets and liabilities of the rail transportation assets

Represents the

partners’ capital effect of

the net consideration of

$117.1 million on the

as well as

the receipt of

$2.6 million of cash

The allocation to the

general partner interest was based on a 98% and 2% own

ership interest, respectively.

This amount is not presented in the pro forma condensed consolidated statement of operations

as it is nonrecurring in nature and will not have a continuing impact on the Partnership.

to reflect the units received

from Green Plains Inc.

and subsequently retired.

based on a 98% and 2% ownership interest, respectively. 

adjustments to eliminate revenues and

and Riga, Michigan storage assets, and the associated rail transportation assets, with rail transportation revenue and expenses allocated based on the percentage of the fleet being disposed.

net income allocations

to the general partner and limited partners

as of December 31, 2017, and September 30, 2018, respectively.

ustments to shares outstanding

and earnings per unit

ransaction had occurred on Januar

y 1, 2017. The share reduction was split between common and subordinated units based on the percentage of

total shares

as of December 31, 2017, and September 30, 2018, respectively. 

The above information was disclosed in a filing to the SEC. To see the filing, click here.

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