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EX-31.1 - EX-31.1 - Enviva Partners, LPeva-20180630ex3110bb13f.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2018

or

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: 001-37363

Enviva Partners, LP

(Exact name of registrant as specified in its charter)

Delaware

46-4097730

(State or other jurisdiction

(I.R.S. Employer

of incorporation or organization)

Identification No.)

7200 Wisconsin Ave, Suite 1000

 

Bethesda, MD

20814

(Address of principal executive offices)

(Zip code)

 

 

(301) 657-5560

(Registrant’s telephone number, including area code)

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. Yes ☒No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☒No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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  ☐

Accelerated filer   ☒

Non-accelerated filer  ☐

Smaller reporting company   ☐

 

 

(Do not check if a

Emerging growth company  ☒

 

 

smaller reporting 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). Yes ☐No ☒

As of July 31, 2018, 26,478,590 common units were outstanding.

 

 


 

ENVIVA PARTNERS, LP

QUARTERLY REPORT ON FORM 10‑Q

TABLE OF CONTENTS

 

Page

CAUTIONARY STATEMENT REGARDING FORWARD‑LOOKING STATEMENTS 

1

GLOSSARY OF TERMS 

3

PART I—FINANCIAL INFORMATION 

4

Item 1. 

Financial Statements (unaudited)

4

 

Condensed Consolidated Balance Sheets

4

 

Condensed Consolidated Statements of Operations

5

 

Condensed Consolidated Statements of Comprehensive Income (Loss)

6

 

Condensed Consolidated Statement of Changes in Partners’ Capital

7

 

Condensed Consolidated Statements of Cash Flows

8

 

Notes to Condensed Consolidated Financial Statements

10

Item 2. 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

39

Item 3. 

Quantitative and Qualitative Disclosures About Market Risk

56

Item 4. 

Controls and Procedures

57

PART II—OTHER INFORMATION 

58

Item 1. 

Legal Proceedings

58

Item 1A. 

Risk Factors

58

Item 2. 

Unregistered Sales of Equity Securities

58

Item 6. 

Exhibits

59

 

 

 

i


 

CAUTIONARY STATEMENT REGARDING FORWARD‑LOOKING STATEMENTS

Certain statements and information in this Quarterly Report on Form 10‑Q (this “Quarterly Report”) may constitute “forward‑looking statements.” The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could” or other similar expressions are intended to identify forward‑looking statements, which are generally not historical in nature. These forward‑looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. Although management believes that these forward‑looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. All comments concerning our expectations for future revenues and operating results are based on our forecasts for our existing operations and do not include the potential impact of any future acquisitions. Our forward‑looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. Important factors that could cause actual results to differ materially from those in the forward‑looking statements include, but are not limited to, those summarized below:

·

the volume and quality of products that we are able to produce or source and sell, which could be adversely affected by, among other things, operating or technical difficulties at our plants or deep-water marine terminals;

·

the prices at which we are able to sell our products;

·

failure of the Partnership’s customers, vendors and shipping partners to pay or perform their contractual obligations to the Partnership;

·

the creditworthiness of our contract counterparties;

·

the amount of low‑cost wood fiber that we are able to procure and process, which could be adversely affected by, among other things, operating or financial difficulties suffered by our suppliers;

·

changes in the price and availability of natural gas, coal or other sources of energy;

·

changes in prevailing economic conditions;

·

our inability to complete acquisitions, including acquisitions from our sponsor, or to realize the anticipated benefits of such acquisitions;

·

inclement or hazardous environmental conditions, including extreme precipitation, temperatures and flooding;

·

fires, explosions or other accidents;

·

the timing and extent of our ability to recover the costs associated with the fire at the Chesapeake terminal through our insurance policies and the exercise of our other contractual rights;

·

changes in domestic and foreign laws and regulations (or the interpretation thereof) related to renewable or low‑carbon energy, the forestry products industry, the international shipping industry or power generators;

·

changes in the regulatory treatment of biomass in core and emerging markets;

·

our inability to acquire or maintain necessary permits or rights for our production, transportation or terminaling operations;

·

changes in the price and availability of transportation;

·

changes in foreign currency exchange or interest rates and the failure of our hedging arrangements to effectively reduce our exposure to the risks related thereto;

·

risks related to our indebtedness;

1


 

·

our failure to maintain effective quality control systems at our production plants and deep‑water marine terminals, which could lead to the rejection of our products by our customers;

·

changes in the quality specifications for our products that are required by our customers;

·

labor disputes;

·

the effects of the anticipated exit of the United Kingdom from the European Union on our and our customers’ businesses; and

·

our ability to borrow funds and access capital markets.

Please read the risks described in our Annual Report on Form 10-K for the year ended December 31, 2017. All forward‑looking statements in this Quarterly Report are expressly qualified in their entirety by the foregoing cautionary statements.

Readers are cautioned not to place undue reliance on forward‑looking statements and we undertake no obligation to update or revise any such statements after the date they are made, whether as a result of new information, future events or otherwise.

2


 

 

GLOSSARY OF TERMS

biomass:  any organic biological material derived from living organisms that stores energy from the sun.

co‑fire:  the combustion of two different types of materials at the same time. For example, biomass is sometimes fired in combination with coal in existing coal plants.

cost pass‑through:  a mechanism in commercial contracts that passes costs through to the purchaser.

metric ton:  one metric ton, which is equivalent to 1,000 kilograms. One metric ton equals 1.1023 short tons.

net calorific value:  the amount of usable heat energy released when a fuel is burned completely and the heat contained in the water vapor generated by the combustion process is not recovered. The European power industry typically uses net calorific value as the means of expressing fuel energy.

off‑take contract:  an agreement between a producer of a resource and a buyer of a resource to purchase a certain volume of the producer’s future production.

stumpage:  the price paid to the underlying timber resource owner for the raw material.

utility‑grade wood pellets:  wood pellets meeting minimum requirements generally specified by industrial consumers and produced and sold in sufficient quantities to satisfy industrial‑scale consumption.

wood fiber:  cellulosic elements that are extracted from trees and used to make various materials, including paper. In North America, wood fiber is primarily extracted from hardwood (deciduous) trees and softwood (coniferous) trees.

wood pellets:  energy‑dense, low‑moisture and uniformly‑sized units of wood fuel produced from processing various wood resources or byproducts.

3


 

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

ENVIVA PARTNERS, LP AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except number of units)

 

 

 

 

 

 

 

 

 

    

June 30, 

    

December 31, 

    

 

    

2018

    

2017

    

 

 

(unaudited)

 

 

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

13,790

 

$

524

 

Accounts receivable, net of allowance for doubtful accounts of $0 as of June 30, 2018 and December 31, 2017

 

 

45,351

 

 

79,185

 

Related-party receivables

 

 

5,346

 

 

5,412

 

Inventories

 

 

36,175

 

 

23,536

 

Prepaid expenses and other current assets

 

 

2,680

 

 

1,006

 

Total current assets

 

 

103,342

 

 

109,663

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net of accumulated depreciation of $135.6 million as of June 30, 2018 and $117.1 million as of December 31, 2017

 

 

553,240

 

 

562,330

 

Intangible assets, net of accumulated amortization of $10.5 million as of June 30, 2018 and $10.3 million as of December 31, 2017

 

 

 —

 

 

109

 

Goodwill

 

 

85,615

 

 

85,615

 

Other long-term assets

 

 

6,235

 

 

2,394

 

Total assets

 

$

748,432

 

$

760,111

 

 

 

 

 

 

 

 

 

Liabilities and Partners’ Capital

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

15,620

 

$

7,554

 

Related-party payables

 

 

25,617

 

 

26,398

 

Accrued and other current liabilities

 

 

33,736

 

 

29,363

 

Related-party accrued liabilities

 

 

604

 

 

 —

 

Current portion of interest payable

 

 

5,029

 

 

5,029

 

Current portion of long-term debt and capital lease obligations

 

 

7,168

 

 

6,186

 

Total current liabilities

 

 

87,774

 

 

74,530

 

Long-term debt and capital lease obligations

 

 

422,372

 

 

394,831

 

Related-party long-term payable

 

 

74,000

 

 

74,000

 

Long-term interest payable

 

 

950

 

 

890

 

Other long-term liabilities

 

 

4,710

 

 

5,491

 

Total liabilities

 

 

589,806

 

 

549,742

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Partners’ capital:

 

 

 

 

 

 

 

Limited partners:

 

 

 

 

 

 

 

Common unitholders—public (14,567,746 and 13,073,439 units issued and outstanding at June 30, 2018 and December 31, 2017, respectively)

 

 

214,009

 

 

224,027

 

Common unitholder—sponsor (11,905,138 and 1,347,161 units issued and outstanding at June 30, 2018 and December 31, 2017, respectively)

 

 

78,504

 

 

16,050

 

Subordinated unitholder—sponsor (no units issued and outstanding at June 30, 2018 and 11,905,138 units issued and outstanding at December 31, 2017)

 

 

 —

 

 

101,901

 

General partner (no outstanding units)

 

 

(133,821)

 

 

(128,569)

 

Accumulated other comprehensive loss

 

 

(66)

 

 

(3,040)

 

Total Enviva Partners, LP partners’ capital

 

 

158,626

 

 

210,369

 

Total liabilities and partners’ capital

 

$

748,432

 

$

760,111

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 

4


 

ENVIVA PARTNERS, LP AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(In thousands, except per unit amounts)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30, 

 

June 30, 

 

 

 

2018

 

2017 (Recast)

    

2018

    

2017 (Recast)

 

Product sales

 

$

129,674

 

$

121,673

 

$

252,472

 

$

240,720

 

Other revenue (1)

 

 

2,427

 

 

5,874

 

 

5,430

 

 

9,270

 

Net revenue

 

 

132,101

 

 

127,547

 

 

257,902

 

 

249,990

 

Cost of goods sold, excluding depreciation and amortization (1)

 

 

105,723

 

 

99,172

 

 

226,761

 

 

195,889

 

Loss on disposal of assets

 

 

244

 

 

2,005

 

 

244

 

 

2,005

 

Depreciation and amortization

 

 

9,818

 

 

10,039

 

 

19,122

 

 

19,397

 

Total cost of goods sold

 

 

115,785

 

 

111,216

 

 

246,127

 

 

217,291

 

Gross margin

 

 

16,316

 

 

16,331

 

 

11,775

 

 

32,699

 

General and administrative expenses (1)

 

 

7,287

 

 

6,870

 

 

14,091

 

 

15,633

 

Income (loss) from operations

 

 

9,029

 

 

9,461

 

 

(2,316)

 

 

17,066

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(9,047)

 

 

(7,710)

 

 

(17,692)

 

 

(15,417)

 

Other income (expense)

 

 

3,562

 

 

(254)

 

 

4,217

 

 

(197)

 

Total other expense, net

 

 

(5,485)

 

 

(7,964)

 

 

(13,475)

 

 

(15,614)

 

Net income (loss)

 

 

3,544

 

 

1,497

 

 

(15,791)

 

 

1,452

 

Less net loss attributable to noncontrolling partners’ interests

 

 

 —

 

 

1,196

 

 

 —

 

 

2,515

 

Net income (loss) attributable to Enviva Partners, LP

 

$

3,544

 

$

2,693

 

$

(15,791)

 

$

3,967

 

Less: Pre-acquisition loss from operations of Enviva Port of Wilmington, LLC Drop-Down allocated to General Partner

 

 

 —

 

 

(1,169)

 

 

 —

 

 

(2,430)

 

Enviva Partners, LP limited partners’ interest in net income (loss)

 

$

3,544

 

$

3,862

 

$

(15,791)

 

$

6,397

 

Net income (loss) income per limited partner common unit:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.08

 

$

0.12

 

$

(0.70)

 

$

0.20

 

Diluted

 

$

0.08

 

$

0.11

 

$

(0.70)

 

$

0.19

 

Net income (loss) per limited partner subordinated unit:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.08

 

$

0.12

 

$

(0.70)

 

$

0.20

 

Diluted

 

$

0.08

 

$

0.12

 

$

(0.70)

 

$

0.20

 

Weighted-average number of limited partner units outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

Common—basic

 

 

18,597

 

 

14,405

 

 

16,518

 

 

14,392

 

Common—diluted

 

 

19,728

 

 

15,359

 

 

16,518

 

 

15,275

 

Subordinated—basic and diluted

 

 

7,804

 

 

11,905

 

 

9,855

 

 

11,905

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) See Note 11, Related-Party Transactions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

5


 

ENVIVA PARTNERS, LP AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

    

June 30, 

 

June 30, 

    

 

 

2018

    

2017 (Recast)

    

2018

    

2017 (Recast)

 

Net income (loss)

    

$

3,544

    

$

1,497

 

$

(15,791)

 

$

1,452

 

Other comprehensive income (loss):

 

 

 

 

 

  

 

 

 

 

 

  

 

Net unrealized gains (losses) on cash flow hedges

 

 

4,365

 

 

(1,950)

 

 

3,037

 

 

(2,747)

 

Reclassification of net gains realized into net income (loss)

 

 

(64)

 

 

 —

 

 

(63)

 

 

 —

 

Total other comprehensive income (loss)

 

 

4,301

 

 

(1,950)

 

 

2,974

 

 

(2,747)

 

Total comprehensive income (loss)

 

 

7,845

 

 

(453)

 

 

(12,817)

 

 

(1,295)

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-acquisition loss from operations of Enviva Port of Wilmington, LLC Drop-Down allocated to General Partner

 

 

 —

 

 

(1,169)

 

 

 —

 

 

(2,430)

 

Total comprehensive income (loss) subsequent to Enviva Port of Wilmington, LLC Drop-Down

 

 

7,845

 

 

716

 

 

(12,817)

 

 

1,135

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive loss attributable to noncontrolling partners’ interests

 

 

 —

 

 

(1,196)

 

 

 —

 

 

(2,515)

 

Comprehensive income (loss) attributable to Enviva Partners, LP partners

 

$

 7,845

 

$

1,912

 

$

(12,817)

 

$

3,650

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

6


 

ENVIVA PARTNERS, LP AND SUBSIDIARIES

Condensed Consolidated Statement of Changes in Partners’ Capital

(In thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Limited Partners’ Capital

 

 

 

 

 

 

 

 

 

 

 

Common

 

Common

 

Subordinated

 

Accumulated

 

 

 

 

 

General

 

Units—

 

Units—

 

Units—

 

Other

 

Total

 

 

 

Partner

 

Public

 

Sponsor

 

Sponsor

 

Comprehensive

 

Partners'

 

    

    

Interest

    

Units

    

Amount

    

Units

    

Amount

    

Units

    

Amount

    

(Loss) Income

    

Capital

Partners’ capital, December 31, 2017

 

 

 

(128,569)

 

13,073

 

 

224,027

 

1,347

 

 

16,050

 

11,905

 

 

101,901

 

 

(3,040)

 

 

210,369

Distributions to unitholders, distribution equivalent and incentive distribution rights

 

 

 

(2,394)

 

 —

 

 

(18,583)

 

 —

 

 

(785)

 

 —

 

 

(14,822)

 

 

 —

 

 

(36,584)

Issuance of units through Long-Term Incentive Plan

 

 

 

(5,564)

 

221

 

 

559

 

(82)

 

 

(1,301)

 

 —

 

 

 —

 

 

 —

 

 

(6,306)

Issuance of common units, net

 

 

 

 —

 

 8

 

 

241

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

241

Sale of common units

 

 

 

 —

 

1,265

 

 

13,335

 

(1,265)

 

 

(13,335)

 

 —

 

 

 

 

 

 —

 

 

 —

Conversion of subordinated units to common units

 

 

 

 —

 

 —

 

 

 —

 

11,905

 

 

78,504

 

(11,905)

 

 

(78,504)

 

 

 —

 

 

 —

Non-cash Management Services Agreement expenses

 

 

 

312

 

 

 

 

3,411

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

3,723

Other comprehensive income

 

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

2,974

 

 

2,974

Net income (loss)

 

 

 

2,394

 

 —

 

 

(8,981)

 

 —

 

 

(629)

 

 —

 

 

(8,575)

 

 

 —

 

 

(15,791)

Partners’ capital, June 30, 2018

 

 

$

(133,821)

 

14,567

 

$

214,009

 

11,905

 

$

78,504

 

 —

 

$

 —

 

$

(66)

 

$

158,626

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 

7


 

ENVIVA PARTNERS, LP AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

    

Six Months Ended

    

 

    

June 30, 

    

 

 

 

2018

 

 

2017 (Recast)

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net (loss) income

 

$

(15,791)

 

$

1,452

 

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

 

19,439

 

 

19,406

 

Amortization of debt issuance costs, debt premium and original issue discounts

 

 

548

 

 

768

 

General and administrative expense incurred by the First Hancock JV prior to Enviva Port of Wilmington, LLC Drop-Down

 

 

 —

 

 

821

 

Loss on disposal of assets

 

 

244

 

 

2,005

 

Unit-based compensation

 

 

3,823

 

 

3,280

 

Fair value changes in derivatives

 

 

(2,923)

 

 

238

 

Unrealized loss on foreign currency transactions

 

 

29

 

 

 —

 

Change in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable, net

 

 

33,806

 

 

24,757

 

Related-party receivables

 

 

66

 

 

(3,042)

 

Prepaid expenses and other assets

 

 

(297)

 

 

(157)

 

Assets held for sale

 

 

 —

 

 

(72)

 

Inventories

 

 

(12,021)

 

 

1,103

 

Other long-term assets

 

 

 —

 

 

48

 

Derivatives

 

 

(947)

 

 

(1,335)

 

Accounts payable, accrued liabilities and other current liabilities

 

 

8,436

 

 

(4,110)

 

Related-party payables

 

 

(3,445)

 

 

1,011

 

Accrued interest

 

 

60

 

 

(104)

 

Other current liabilities

 

 

 —

 

 

(288)

 

Other long-term liabilities

 

 

206

 

 

377

 

Net cash provided by operating activities

 

 

31,233

 

 

46,158

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Purchases of property, plant and equipment

 

 

(5,879)

 

 

(15,912)

 

Insurance proceeds from property loss

 

 

1,130

 

 

 —

 

Net cash used in investing activities

 

 

(4,749)

 

 

(15,912)

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Principal payments on debt and capital lease obligations

 

 

(2,984)

 

 

(2,436)

 

Cash paid related to debt issuance costs

 

 

 —

 

 

(209)

 

Proceeds from common unit issuance under the At-the-Market Offering Program, net

 

 

241

 

 

1,715

 

Distributions to unitholders, distribution equivalent rights and incentive distribution rights holder

 

 

(36,469)

 

 

(29,992)

 

Payment to General Partner to purchase affiliate common units for Long-Term Incentive Plan vesting

 

 

(2,341)

 

 

 —

 

Payment for withholding tax associated with Long-Term Incentive Plan vesting

 

 

(1,665)

 

 

 —

 

Proceeds and payments on revolving credit commitments

 

 

30,000

 

 

(6,500)

 

Contributions from sponsor related to Enviva Pellets Sampson, LLC Drop-Down

 

 

 —

 

 

1,652

 

Proceeds from contributions from the First Hancock JV prior to Enviva Port of Wilmington, LLC Drop-Down

 

 

 —

 

 

6,139

 

Net cash used in financing activities

 

 

(13,218)

 

 

(29,631)

 

Net increase in cash, cash equivalents and restricted cash

 

 

13,266

 

 

615

 

Cash, cash equivalents and restricted cash, beginning of period

 

 

524

 

 

466

 

Cash, cash equivalents and restricted cash, end of period

 

$

13,790

 

$

1,081

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

8


 

ENVIVA PARTNERS, LP AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Continued)

(In thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

June 30, 

 

 

 

 

2018

 

 

2017 (Recast)

 

Non-cash investing and financing activities:

 

 

 

 

 

 

 

The Partnership acquired property, plant and equipment in non-cash transactions as follows:

 

 

 

 

 

 

 

Property, plant and equipment acquired included in accounts payable and accrued liabilities

 

$

7,682

 

$

12,173

 

Property, plant and equipment acquired under capital lease obligations

 

 

960

 

 

1,124

 

Property, plant and equipment transferred from inventories

 

 

 2

 

 

260

 

Distributions included in liabilities

 

 

1,056

 

 

1,044

 

Withholding tax payable associated with Long-Term Incentive Plan vesting

 

 

2,715

 

 

 —

 

Conversion of subordinated units to common units

 

 

78,504

 

 

 —

 

Depreciation capitalized to inventories

 

 

1,075

 

 

61

 

Supplemental information:

 

 

 

 

 

 

 

Interest paid

 

$

17,143

 

$

14,692

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 

 

 

 

 

9


 

ENVIVA PARTNERS, LP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(In thousands, except number of units, per unit amounts and unless otherwise noted)

(Unaudited)

 

(1)  Description of Business and Basis of Presentation

Description of Business

Enviva Partners, LP (the “Partnership”) supplies utility-grade wood pellets primarily to major power generators under long-term, take-or-pay off-take contracts. The Partnership procures wood fiber and processes it into utility-grade wood pellets and loads the finished wood pellets into railcars, trucks and barges that are transported to deep-water marine terminals, where they are received, stored and ultimately loaded onto oceangoing vessels for transport to the Partnership’s principally European customers.

The Partnership owns and operates six industrial-scale wood pellet production plants located in the Mid-Atlantic and Gulf Coast regions of the United States. Wood pellets are exported from the Partnership’s wholly owned dry-bulk, deep-water marine terminal in Chesapeake, Virginia (the “Chesapeake terminal”) and terminal assets in Wilmington, North Carolina (the “Wilmington terminal”), and from third-party deep-water marine terminals in Mobile, Alabama and Panama City, Florida, under a short-term and a long-term contract, respectively.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X issued by the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments and accruals that are necessary for a fair presentation of the results of all periods presented herein and are of a normal recurring nature. The results reported in these statements are not necessarily indicative of the results that may be reported for the entire year. These statements should be read in conjunction with the annual audited consolidated financial statements and notes thereto included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the SEC.

Enviva Port of Wilmington, LLC

On October 2, 2017, pursuant to the terms of a contribution agreement (the “Wilmington Contribution Agreement”) between the Partnership and Enviva Wilmington Holdings, LLC, a joint venture between Enviva Development Holdings, LLC, a wholly owned subsidiary of Enviva Holdings, LP (the “sponsor”), Hancock Natural Resource Group, Inc. and certain other affiliates of John Hancock Life Insurance Company (U.S.A.) (the “First Hancock JV”), the Partnership acquired from the First Hancock JV all of the issued and outstanding limited liability company interests in Enviva Port of Wilmington, LLC (“Wilmington”), which owns the Wilmington terminal assets. The purchase price, which was $130.0 million, included an initial payment of $54.6 million, net of an approximate purchase price adjustment of $1.4 million. The initial payment was funded with borrowings from revolving credit commitments (see Note 10, Long-Term Debt and Capital Lease Obligations) and cash on hand. The acquisition (the “Wilmington Drop-Down”) included the Wilmington terminal and a long-term terminal services agreement with the sponsor (the “Holdings TSA”) to handle throughput volumes sourced by the sponsor from the wood pellet production plant in Greenwood, South Carolina (the “Greenwood plant”). On February 16, 2018, Enviva Pellets Greenwood, LLC (“Greenwood”), a wholly owned subsidiary of Enviva JV Development Company, LLC, a joint venture between Enviva Development Holdings, LLC, a wholly owned subsidiary of the sponsor, Hancock Natural Resource Group, Inc. and certain other affiliates of John Hancock Life Insurance Company (U.S.A.), acquired the Greenwood plant (the “Greenwood Acquisition”). In connection with the Greenwood Acquisition, the Holdings TSA, which provides for deficiency payments to Wilmington if quarterly minimum throughput requirements are not met, was amended and assigned by the sponsor to Greenwood (see Note 11, Related-Party Transactions).

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Table of Contents

ENVIVA PARTNERS, LP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of units, per unit amounts and unless otherwise noted)

(Unaudited)

In addition, the Wilmington Contribution Agreement contemplates that Wilmington will enter into a long-term terminal services agreement (the “Wilmington Hamlet TSA”) with the First Hancock JV and Enviva Pellets Hamlet, LLC (“Hamlet”) to receive, store and load wood pellets from the First Hancock JV’s proposed production plant in Hamlet, North Carolina (the “Hamlet plant”) when the First Hancock JV completes construction of the Hamlet plant. The Wilmington Hamlet TSA also provides for deficiency payments to Wilmington if minimum throughput requirements are not met. Pursuant to the Wilmington Contribution Agreement, following notice of the anticipated first delivery of wood pellets to the Wilmington terminal from the Hamlet plant, Wilmington, Hamlet, and the First Hancock JV will enter into the Wilmington Hamlet TSA and the Partnership will make a final payment of $74.0 million in cash or common units to the First Hancock JV, subject to certain conditions, as deferred consideration for the Wilmington Drop-Down. At June 30, 2018 and December 31, 2017, the $74.0 million is included in related-party long-term payable on the condensed consolidated balance sheets.

Wilmington also entered into a throughput option agreement with the sponsor that granted the sponsor, subject to certain conditions, the option to obtain terminal services at the Wilmington terminal at marginal cost throughput rates for wood pellets produced by one of the sponsor’s potential future wood pellet production plants.

The Partnership accounted for the Wilmington Drop-Down as a combination of entities under common control at historical cost in a manner similar to a pooling of interests. Accordingly, the unaudited interim condensed consolidated financial statements for the periods prior to the three and six months ended June 30, 2017 were retrospectively recast to reflect the acquisition of the First Hancock JV’s interests in Wilmington as if it had occurred on May 15, 2013, the date Wilmington was originally organized (see Note 3, Transactions Between Entities Under Common Control).

(2)  Significant Accounting Policies

During interim periods, the Partnership follows the accounting policies disclosed in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2017 except for the adoption on January 1, 2018 of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”). The adoption changed the Partnership’s accounting policies for revenue recognition and cost of goods sold.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect the amounts reported in the Partnership’s unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates.

Revenue Recognition

The Partnership primarily earns revenue by supplying wood pellets to its customers under off-take contracts, the majority of the commitments under which are long-term in nature. The Partnership refers to the structure of its off-take contracts as “take-or-pay” because they include a firm obligation of the customer to take a fixed quantity of product at a stated price and provisions that ensure the Partnership will be compensated in the case of a customer’s failure to accept all or a part of the contracted volumes or termination of a contract. The Partnership’s long-term off-take contracts define the annual volume of wood pellets that a customer is required to purchase and the Partnership is required to sell, the fixed price per metric ton (“MT”) for product satisfying a base net calorific value and other technical specifications. These prices are fixed for the entire term, and are subject to adjustments which may include annual inflation-based adjustments or price escalators, price adjustments for product specifications, as well as, in some instances, price adjustments due to changes in underlying indices. In addition to sales of the Partnership’s product under these long-term off-take contracts, the Partnership routinely sells wood pellets under shorter-term contracts, which range in volume and

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Table of Contents

ENVIVA PARTNERS, LP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of units, per unit amounts and unless otherwise noted)

(Unaudited)

tenor and, in some cases, may include only one specific shipment. Because each of the Partnership’s off-take contracts is a bilaterally negotiated agreement, the Partnership’s revenue over the duration of such contracts does not generally follow observable current market pricing trends. The Partnership’s performance obligations under these contracts include the delivery of wood pellets, and are aggregated into metric tons. The Partnership accounts for each MT as a single performance obligation. The Partnership’s revenue from the sales of wood pellets it produces is recognized as “Product sales” upon satisfaction of the Partnership’s performance obligation when control transfers to the customer at the time of loading wood pellets onto a ship.

Depending on the specific off‑take contract, shipping terms are either Cost, Insurance and Freight (“CIF”), Cost and Freight (“CFR”) or Free on Board (“FOB”). Under a CIF contract, the Partnership procures and pays for shipping costs, which include insurance and all other charges, up to the port of destination for the customer. Under a CFR contract, the Partnership procures and pays for shipping costs, which include insurance (excluding marine cargo insurance) and all other charges, up to the port of destination for the customer. Shipping under CIF and CFR contracts after control has passed to the customer is considered a fulfillment activity rather than a performance obligation and associated expenses are included in the price to the customer. Under FOB contracts, the customer is directly responsible for shipping costs.

In some cases, the Partnership may purchase shipments of product from third-party suppliers and resell them in back-to-back transactions (“purchase and sale transactions”). The Partnership has determined that it is the principal in these transactions because it controls the pellets prior to transferring them to the customer and therefore recognizes related revenue on a gross basis in “Product sales.”

In instances in which a customer requests the cancellation, deferral or acceleration of a shipment, the customer may pay a fee, which is included in “Other revenue.”

The Partnership recognizes third- and related-party terminal services revenue ratably over the contract term at its ports, which is included in “Other revenue.” Terminal services are performance obligations that are satisfied over time, as customers simultaneously receive and consume the benefits of the terminal services performed by the Partnership. The consideration is generally fixed for minimum quantities and above the minimum are generally billed based on a per-ton rate.

The Partnership expects to recognize approximately $5.8 billion in revenue from its remaining performance obligations related to “Product sales” and “Other revenue” with fixed consideration. The Partnership’s off-take contracts expire at various times through 2035. The Partnership’s terminal services contracts extend to 2026. Remaining performance obligations are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

 

 

 

 

 

 

 

 

 

 

 

Period from July 1, 2018 to December 31, 2018

 

2019

 

Thereafter

 

Total

Product sales

 

$

333,448

 

$

608,630

 

$

4,827,159

 

$

5,769,237

Other revenue

 

 

354

 

 

708

 

 

1,180

 

 

2,242

Total revenue

 

$

333,802

 

$

609,338

 

$

4,828,339

 

$

5,771,479

Variable consideration from off-take contracts arises from several pricing features outlined in the Partnership’s off-take contracts, pursuant to which such contract pricing may be adjusted in respect of particular shipments to reflect differences between certain contractual quality specifications of the wood pellets as measured both when the wood pellets are loaded onto ships and unloaded at the discharge port as well as certain other contractual adjustments.

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ENVIVA PARTNERS, LP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of units, per unit amounts and unless otherwise noted)

(Unaudited)

Variable consideration from terminal services contracts arises from price increases based on agreed inflation indices and from above-minimum throughput quantities or services, which were not material for the three and six months ended June 30, 2018.

The Partnership allocates variable consideration under its off-take and terminal services contracts entirely to each performance obligation to which variable consideration relates. The estimate of variable consideration represents the amount that is not more likely than not to be recovered. For the three and six months ended June 30, 2018, the Partnership recognized an insignificant amount of revenue related to performance obligations satisfied in previous periods.

Under the Partnership’s off-take contracts, customers are obligated to pay the majority of the purchase price prior to the arrival of the ship at the customers’ discharge port. The remaining portion is paid after the wood pellets are unloaded at the discharge port. The Partnership generally recognizes revenue prior to the issuance of an invoice to the customer. Accounts receivable related to “Product sales” as of June 30, 2018 and December 31, 2017 was $38.6 million and $78.0 million, respectively.

Cost of Goods Sold

Cost of goods sold includes the cost to produce and deliver wood pellets to customers, reimbursable shipping related costs associated with specific off-take contracts with CIF and CFR shipping terms, and costs associated with purchase and sale transactions. Raw material, production and distribution costs associated with delivering wood pellets to our owned and leased marine terminals and third‑ and related-party wood pellet purchase costs are capitalized as a component of inventory. Fixed production overhead, including the related depreciation expense, is allocated to inventory based on the normal capacity of the production plants. These costs are reflected in cost of goods sold when inventory is sold. Distribution costs associated with shipping wood pellets to customers and amortization of favorable acquired customer contracts are expensed as incurred. Inventory is recorded using the first-in, first-out method (“FIFO”), which requires the use of judgment and estimates. Given the nature of the inventory, the calculation of cost of goods sold is based on estimates used in the valuation of the FIFO inventory and in determining the specific composition of inventory that is sold to each customer.

Recently Adopted Accounting Standards

In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers. ASU 2014-09 and subsequent amendments were codified as ASC 606. ASC 606 supersedes the revenue recognition requirements in Accounting Standards Codification Topic 605, Revenue Recognition and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

The Partnership recognizes revenue under ASC 606 and all related amendments, which it adopted on January 1, 2018, using the modified retrospective transition method.

The Partnership determined that, upon adoption of the ASC 606, its off-take contracts will continue to be classified as “Product sales.” Revenue is recognized at the point in time at which control of the wood pellets passes to the customer as the wood pellets are loaded onto shipping vessels, which is consistent with the timing of revenue recognition under the Partnership’s legacy accounting policy. However, the adoption of ASC 606 impacted the basis of presentation for purchase and sale transactions. Prior to the adoption of ASC 606, the Partnership reported revenue from purchase and sale transactions net of costs paid to third-party suppliers, which was classified as “Other revenue.” Subsequent to the adoption of ASC 606, the Partnership recognizes revenue on a gross basis in “Products sales” when it determines that it

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Table of Contents

ENVIVA PARTNERS, LP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of units, per unit amounts and unless otherwise noted)

(Unaudited)

acts as a principal and controls the wood pellets before they are transferred to the customer.  The decision as to whether to recognize revenue on a gross or net basis requires significant judgment.

Recoveries from customers for certain costs incurred at the discharge port under the Partnership’s off-take contracts were reported in “Product sales” prior to the adoption of ASC 606. Under ASC 606, these recoveries are not considered a part of the transaction price, and therefore are excluded from “Product sales” and included as an offset to “Cost of goods sold.”

The Partnership disaggregates its revenue into two categories: “Product sales” and “Other revenue.” These categories best reflect the nature, amount, timing and uncertainty of the Partnership’s revenue and cash flows.

Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, whereas prior comparative reporting periods have not been adjusted and continue to be reported under the accounting standards in effect for such periods. The Partnership did not have a transition adjustment as a result of adopting ASC 606.

The table below indicates the impact of the adoption of ASC 606 on revenue and cost of goods sold for the three and six months ended June 30, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2018

 

Six Months Ended June 30, 2018

 

    

As Reported

    

Adoption of ASC 606

 

Without Adoption of ASC 606

 

As Reported

    

Adoption of ASC 606

 

Without Adoption of ASC 606

Product sales

 

$

129,674

 

$

614

 

$

130,288

 

$

252,472

 

$

(5,607)

 

$

246,865

Other revenue

 

 

2,427

 

 

39

 

 

2,466

 

 

5,430

 

 

(14)

 

 

5,416

Cost of goods sold

 

 

115,785

 

 

653

 

 

116,438

 

 

246,127

 

 

(5,621)

 

 

240,506

Gross margin

 

$

16,316

 

$

 —

 

$

16,316

 

$

11,775

 

$

 —

 

$

11,775

 

In January 2017, the FASB issued ASU 2017‑01, Business Combinations (Topic 805): Clarifying the Definition of a Business, to provide guidance to evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. If substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the assets acquired (or disposed of) are not considered a business. The Partnership adopted ASU 2017-01 as of January 1, 2018, which may have an impact on the accounting for future acquisitions.

In November 2016, the FASB issued ASU 2016‑18, Statement of Cash Flows (Topic 230)—Restricted Cash: A Consensus of the FASB Emerging Issues Task Force, which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. The guidance addresses the presentation of changes in restricted cash and restricted cash equivalents in the statement of cash flows. When cash, cash equivalents, restricted cash and restricted cash equivalents are presented in more than one line item on the balance sheet, the new guidance requires a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheet. This reconciliation can be presented either on the face of the statement of cash flows or in the notes to the financial statements. Entities will also have to disclose the nature of their restricted cash and restricted cash equivalent balances. The Partnership adopted ASU 2016-18 as of January 1, 2018. As of June 30, 2018 and 2017, the Partnership had no amounts held as restricted cash.

In August 2016, the FASB issued ASU 2016‑15, Statement of Cash Flows (Topic 230)—Classification of Certain Cash Receipts and Cash Payments, which will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows with the objective of reducing the existing diversity in practice.

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Table of Contents

ENVIVA PARTNERS, LP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of units, per unit amounts and unless otherwise noted)

(Unaudited)

The guidance also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. An entity will first apply any relevant guidance. If there is no guidance that addresses those cash receipts and cash payments, an entity will determine each separately identifiable source or use and classify the receipt or payment based on the nature of the cash flow. If a receipt or payment has aspects of more than one class of cash flows and cannot be separated, classification will depend on the predominant source of use. The Partnership adopted ASU 2016-18 as of January 1, 2018 and there was no material effect on how cash receipts and cash payments are presented and classified in the condensed consolidated statement of cash flows occurred.

Recently Issued Accounting Standards not yet Adopted

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities (Topic 815)-Targeted Improvements to Accounting for Hedging Activities. ASU 2017-12 expands and refines hedge accounting for both financial and non-financial risk components, aligns the recognition and presentation of the effects of hedging instruments and hedge items in the financial statements, and includes certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. ASU 2017-12 requires a modified retrospective transition method which requires the recognition of the cumulative effect of the change on the opening balance of each affected component of equity in the statement of financial position as of the date of adoption. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Partnership is in the process of evaluating the impact of the adoption of ASU 2017-12 on its consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other. ASU 2017-04 simplifies the accounting for goodwill impairment by eliminating Step 2 of the current goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the new standard, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The new guidance should be adopted for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. This standard will be implemented prospectively in 2020 for all future goodwill impairment tests and will simplify such evaluations.

In February 2016, the FASB issued ASU 2016-02, Leases. Under the new pronouncement, an entity is required to recognize right-of-use (“ROU”) assets and lease liabilities arising from a lease for all non-cancellable leases. The Partnership is expected to apply this guidance to all non-cancellable leases with a term of more than 12 months. The new guidance is effective for public entities for fiscal year and interim periods within those fiscal years beginning after December 15, 2018. Early adoption is permitted. Upon adoption, a lessee and a lessor would recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Partnership established its implementation plan and is evaluating the impact of adoption on its business processes and accounting and information systems. The Partnership currently expects that the adoption of this standard could have a material impact on the consolidated balance sheet. While the Partnership continues to assess potential impacts of the standard, the Partnership currently expects there to be a material recognition of new ROU assets and lease liabilities related to real estate, machinery and equipment operating leases. The Partnership is still assessing if other business supply

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Table of Contents

ENVIVA PARTNERS, LP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of units, per unit amounts and unless otherwise noted)

(Unaudited)

arrangements contain leases under the new pronouncement. The Partnership does not expect a significant change in leasing activity prior to adoption of the ASU.

 

(3)  Transactions Between Entities Under Common Control

Recast of Historical Financial Statements

The financial statements for the three and six months ended June 30, 2017 have been recast to reflect the Wilmington Drop-Down as if it had occurred on May 15, 2013, the date Wilmington was originally organized. The historical net equity amounts of Wilmington prior to the date of the Wilmington Drop-Down were attributed to Enviva Partners GP, LLC, the general partner of the Partnership (the “General Partner”) and any non-controlling interest.

The following table presents the changes to previously reported amounts in the unaudited condensed consolidated balance sheet as of June 30, 2017 included in the Partnership’s quarterly report on Form 10-Q for the quarter ended June 30, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2017

 

 

    

As

    

Enviva Port of

    

 

    

 

 

Reported

 

Wilmington, LLC

 

Total (Recast)

 

Cash and cash equivalents

 

$

1,081

 

$

 —

 

$

1,081

 

Accounts receivable, net

 

 

53,111

 

 

 —

 

 

53,111

 

Related-party receivables

 

 

9,241

 

 

205

 

 

9,446

 

Inventories

 

 

28,413

 

 

98

 

 

28,511

 

Prepaid expenses and other current assets

 

 

4,869

 

 

39

 

 

4,908

 

Total current assets

 

 

96,715

 

 

342

 

 

97,057

 

Property, plant and equipment, net of accumulated depreciation

 

 

504,447

 

 

76,429

 

 

580,876

 

Goodwill

 

 

85,615

 

 

 —

 

 

85,615

 

Other long-term assets

 

 

3,026

 

 

60

 

 

3,086

 

Total assets

 

$

689,803

 

$

76,831

 

$

766,634

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

5,145

 

$

508

 

$

5,653

 

Related-party payables

 

 

11,335

 

 

720

 

 

12,055

 

Accrued and other current liabilities

 

 

43,568

 

 

4,630

 

 

48,198

 

Total current liabilities

 

 

60,048

 

 

5,858

 

 

65,906

 

Long-term debt and capital lease obligations

 

 

339,262

 

 

201

 

 

339,463

 

Other long-term liabilities

 

 

3,020

 

 

1,377

 

 

4,397

 

Total liabilities

 

 

402,330

 

 

7,436

 

 

409,766

 

Total partners’ capital

 

 

287,473

 

 

69,395

 

 

356,868

 

Total liabilities and partners’ capital

 

$

689,803

 

$

76,831

 

$

766,634

 

 

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Table of Contents

ENVIVA PARTNERS, LP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of units, per unit amounts and unless otherwise noted)

(Unaudited)

The following table presents the changes to previously reported amounts in the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2017 included in the Partnership’s quarterly report on Form 10-Q for the quarter ended June 30, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2017

 

 

    

As

    

Enviva Port of

    

Total

    

 

 

Reported

 

Wilmington

 

(Recast)

 

Net revenue

 

$

126,948

 

$

599

 

$

127,547

 

Total cost of goods sold

 

 

108,761

 

 

2,455

 

 

111,216

 

Gross margin

 

 

18,187

 

 

(1,856)

 

 

16,331

 

Net income (loss)

 

 

3,859

 

 

(2,362)

 

 

1,497

 

Less net loss attributable to noncontrolling partners’ interests

 

 

 3

 

 

1,193

 

 

1,196

 

Net income (loss) attributable to Enviva Partners, LP

 

 

3,862

 

 

(1,169)

 

 

2,693

 

Net loss attributable to general partner

 

 

 —

 

 

(1,169)

 

 

(1,169)

 

Net income attributable to Enviva Partners, LP limited partners’ interest in net income

 

 

3,862

 

 

 —

 

 

3,862

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2017

 

 

    

As

    

Enviva Port of

    

Total

    

 

    

Reported

 

Wilmington

 

(Recast)

    

Net revenue

 

$

249,071

 

$

919

 

$

249,990

 

Total cost of goods sold

 

 

212,408

 

 

4,883

 

 

217,291

 

Gross margin

 

 

36,663

 

 

(3,964)

 

 

32,699

 

Net income (loss)

 

 

6,361

 

 

(4,909)

 

 

1,452

 

Less net income attributable to noncontrolling partners’ interests

 

 

36

 

 

2,479

 

 

2,515

 

Net income (loss) attributable to Enviva Partners, LP

 

 

6,397

 

 

(2,430)

 

 

3,967

 

Net income (loss) attributable to general partner

 

 

 —

 

 

(2,430)

 

 

(2,430)

 

Net income attributable to Enviva Partners, LP limited partners’ interest in net income

 

 

6,397

 

 

 —

 

 

6,397

 

 

The following table presents the changes to previously reported amounts in the unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2017 included in the Partnership’s quarterly report on Form 10-Q for the quarter ended June 30, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2017

 

 

    

As

    

Enviva Port of

    

Total

    

 

    

Reported

 

Wilmington

 

(Recast)

    

Net cash provided by (used in) operating activities

 

$

46,697

 

$

(539)

 

$

46,158

 

Net cash used in investing activities

 

 

(10,341)

 

 

(5,571)

 

 

(15,912)

 

Net cash (used in) provided by financing activities

 

 

(35,741)

 

 

6,110

 

 

(29,631)

 

Net increase in cash, cash equivalents and restricted cash

 

$

615

 

$

 —

 

$

615

 

 

 

(4)  Significant Risks and Uncertainties Including Business and Credit Concentrations

The Partnership’s business is significantly impacted by greenhouse gas emission and renewable energy legislation and regulations in the European Union as well as its member states. If the European Union or its member states

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ENVIVA PARTNERS, LP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of units, per unit amounts and unless otherwise noted)

(Unaudited)

significantly modify such legislation or regulations, then the Partnership’s ability to enter into new contracts as the current contracts expire may be materially affected.

The Partnership’s primary industrial customers are located in the United Kingdom, Denmark and Belgium. The following table shows product sales to third-party customers that accounted for 10% or a greater share of consolidated product sales for each of the three months ended:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

    

 

 

June 30, 

 

 

June 30, 

 

    

 

 

2018

 

2017 (Recast)

    

2018

 

2017 (Recast)

 

Customer A

 

71

%  

69

%  

 

55

%  

66

%

 

Customer B

 

12

%  

12

%  

 

10

%  

15

%

 

Customer C

 

16

%  

 —

%  

 

11

%  

 —

%

 

Customer D

 

 —

%  

10

%  

 

17

%  

13

%

 

 

The Partnership’s cash and cash equivalents are placed in or with various financial institutions. The Partnership has not experienced any losses on such accounts.

(5) Inventory Impairment and Asset Disposal

On February 27, 2018, a fire occurred at the Chesapeake terminal, causing damage to equipment and approximately 43,000 MT of wood pellets (the “Chesapeake Terminal Event”). As part of its risk management process, the Partnership maintains certain insurance policies, which are subject to deductibles and sublimits for each covered event. When recovery of all or a portion of property damage loss or other covered expenses through insurance proceeds is probable, a receivable is recorded and the loss or expense is reduced up to the amount of the total loss or expense. No gain is recorded until all contingencies related to the insurance claim have been resolved. Income resulting from business interruption insurance is not recognized until all contingencies related to the insurance recoveries are resolved.

The Partnership believes that substantially all of the costs resulting from the Chesapeake Terminal Event are recoverable through its insurance policies and other contractual rights. Following the Chesapeake Terminal Event, the Partnership commissioned temporary storage, handling and shiploading operations at various locations, including a nearby terminal in Norfolk, Virginia, and began utilizing its Wilmington terminal to ship product from its wood pellet production plants in the Mid-Atlantic region (“business continuity activities”). Although the Chesapeake Terminal returned to operation on June 28, 2018, the Partnership expects costs associated with business continuity activities will continue through the third quarter of 2018 as the Partnership unwinds its extended logistics chain. The Partnership believes that all of its contractual obligations to its off-take customers will be met during 2018.

The Partnership recorded impairment of terminal assets of $0 and $1.1 million during the three and six months ended June 30, 2018, respectively. During the three and six months ended June 30, 2018, write-off of product, inclusive of disposal costs, was $0 and $10.7 million, respectively, which is included in cost of goods sold. Additional costs primarily related to emergency response and business continuity activities of $20.3 million and $36.9 million were incurred during the three and six months ended June 30, 2018, respectively, and are included in cost of goods sold.

As of June 30, 2018, the Partnership has received $23.3 million of insurance proceeds and has recorded $4.0 million of additional insurance recoveries in accounts receivable reflecting the insurance proceeds that are probable of receipt up to the amount of the loss recorded, in connection with the Chesapeake Terminal Event. The Partnership recorded $18.5 million and $26.3 million of insurance recoveries in cost of goods sold during the three and six months ended June 30, 2018, respectively. Of the $18.5 million and $26.3 million of insurance recoveries during the three and six months ended June 30, 2018, respectively, $13.0 million was related to business interruption activities. During the three and six months

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Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of units, per unit amounts and unless otherwise noted)

(Unaudited)

ended June 30, 2018, the Partnership received and recognized $0 and $1.1 million, respectively, of insurance recoveries in other income related to lost profit on the sale of the damaged product.

(6)  Property, Plant and Equipment

Property, plant and equipment consisted of the following at:

 

 

 

 

 

 

 

 

 

    

June 30, 

    

December 31, 

    

 

    

2018

    

2017

    

Land

 

$

13,492

 

$

13,492

 

Land improvements

 

 

42,962

 

 

42,962

 

Buildings

 

 

196,197

 

 

196,153

 

Machinery and equipment

 

 

414,177

 

 

413,349

 

Vehicles

 

 

635

 

 

635

 

Furniture and office equipment

 

 

6,073

 

 

5,970

 

Leasehold improvements

 

 

987

 

 

987

 

 

 

 

674,523

 

 

673,548

 

Less accumulated depreciation

 

 

(135,615)

 

 

(117,067)

 

 

 

 

538,908

 

 

556,481

 

Construction in progress

 

 

14,332

 

 

5,849

 

Total property, plant and equipment, net

 

$

553,240

 

$

562,330

 

Total depreciation expense was $10.0 million and $19.3 million and $9.6 million and $18.9 million for the three and six months ended June 30, 2018 and 2017, respectively. 

(7)  Inventories

Inventories consisted of the following at:

 

 

 

 

 

 

 

 

 

    

June 30, 

    

December 31, 

    

 

    

2018

    

2017

    

Raw materials and work-in-process

 

$

5,529

 

$

4,516

 

Consumable tooling

 

 

16,119

 

 

14,447

 

Finished goods

 

 

14,527

 

 

4,573

 

Total inventories

 

$

36,175

 

$

23,536

 

 

 

(8)  Derivative Instruments

The Partnership uses derivative instruments to partially offset its business exposure to foreign currency exchange and interest rate risk. The Partnership may enter into foreign currency forward and option contracts to offset some of the foreign currency exchange risk on expected future cash flows and interest rate swaps to offset some of the interest rate risk on expected future cash flows on certain borrowings. The Partnership’s derivative instruments expose it to credit risk to the extent that hedge counterparties may be unable to meet the terms of the applicable derivative instrument. The Partnership seeks to mitigate such risks by limiting its counterparties to major financial institutions. In addition, the Partnership monitors the potential risk of loss with any one counterparty resulting from credit risk. Management does not expect material losses as a result of defaults by counterparties. The Partnership uses derivative instruments to manage cash flow and does not enter into derivative instruments for speculative or trading purposes.

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ENVIVA PARTNERS, LP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of units, per unit amounts and unless otherwise noted)

(Unaudited)

Cash Flow Hedges

Foreign Currency Exchange Risk

The Partnership is primarily exposed to fluctuations in foreign currency exchange rates related to off-take contracts that require future deliveries of wood pellets to be settled in British Pound Sterling (“GBP”) and Euro (“EUR”). The Partnership has entered and may continue to enter into foreign currency forward contracts, purchased option contracts or other instruments to partially manage this risk and has designated and may continue to designate certain of these instruments as cash flow hedges.

For qualifying cash flow hedges, the effective portion of the gain or loss on the change in fair value is initially reported as a component of accumulated other comprehensive income in partners’ capital and subsequently reclassified into earnings when the hedged exposure affects earnings. The ineffective portion of the gain or loss, if any, is reported in earnings in the current period. The Partnership considers its cash flow hedges to be highly effective at inception and as of June 30, 2018. Changes in fair value for derivative instruments not designated as hedging instruments are recorded in earnings.

The Partnership’s outstanding cash flow hedges at June 30, 2018 expire on dates between 2018 and 2023.

Interest Rate Risk

The Partnership is exposed to fluctuations in interest rates on borrowings under its Senior Secured Credit Facilities. The Partnership entered into a pay-fixed, receive-variable interest rate swap in September 2016 to hedge the interest rate risk associated with its variable rate borrowings under its Senior Secured Credit Facilities. The Partnership’s interest rate swap expires concurrently with the maturity of the Senior Secured Credit Facilities in April 2020.

The counterparty to the Partnership’s interest rate swap is a major financial institution.

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ENVIVA PARTNERS, LP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of units, per unit amounts and unless otherwise noted)

(Unaudited)

The fair values of cash flow hedging instruments included in the unaudited condensed consolidated balance sheet as of June 30, 2018 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset

 

Liability

 

    

Balance Sheet Location

    

Derivatives

    

Derivatives

Derivatives designated as hedging instruments:

    

 

 

 

 

 

 

 

Forward contracts:

 

 

 

 

 

 

 

 

Foreign currency exchange forward contracts

 

Other long-term assets

 

$

1,957

 

$

 —

Foreign currency exchange forward contracts

 

Other long-term liabilities

 

 

 —

 

 

1,455

Purchased options:

 

 

 

 

 

 

 

 

Foreign currency purchased option contracts

 

Other long-term assets

 

 

1,755

 

 

 —

Interest rate swap:

 

 

 

 

 

 

 

 

Interest rate swap

 

Other current assets

 

 

482

 

 

 —

Interest rate swap

 

Other long-term assets

 

 

430

 

 

 —

Total derivatives designated as hedging instruments

 

  

 

$

4,624

 

$

1,455

 

 

 

 

 

 

 

 

 

Derivatives not designated as hedging instruments:

    

 

 

 

 

 

Forward contracts:

 

 

 

 

 

 

 

 

Foreign currency exchange forward contracts

 

Prepaid and other current assets

 

$

1,195

 

$

 —

Foreign currency exchange forward contracts

 

Other long-term assets

 

 

1,104

 

 

 

Foreign currency exchange forward contracts

 

Accrued and other current liabilities

 

 

 —

 

 

352

Foreign currency exchange forward contracts

 

Other long-term liabilities

 

 

 —

 

 

20

Purchased options:

 

 

 

 

 

 

 

 

Foreign currency purchased option contracts

 

Prepaid and other current assets

 

 

16

 

 

 —

Foreign currency purchased option contracts

 

Other long-term assets

 

 

105

 

 

 —

Total derivatives not designated as hedging instruments

 

  

 

$

2,420

 

$

372

 

 

 

 

 

 

 

 

 

Net gains included in “Other income (expense)” related to the change of fair market value of derivative instruments not designated as hedging instruments during the three and six months ended June 30, 2018, were $3.5 million and $3.1 million, respectively.

 

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ENVIVA PARTNERS, LP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of units, per unit amounts and unless otherwise noted)

(Unaudited)

The fair values of cash flow hedging instruments included in the condensed consolidated balance sheet as of December 31, 2017 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset

 

Liability

 

    

Balance Sheet Location

    

Derivatives

    

Derivatives

Derivatives designated as hedging instruments:

    

 

 

 

 

 

 

 

Forward contracts:

 

 

 

 

 

 

 

 

Foreign currency exchange forward contracts

 

Other long-term liabilities

 

$

 —

 

$

2,118

Purchased options:

 

 

 

 

 

 

 

 

Foreign currency purchased option contracts

 

Prepaid and other current assets

 

 

1,024

 

 

 —

Interest rate swap:

 

 

 

 

 

 

 

 

Interest rate swap

 

Prepaid and other current assets

 

 

220

 

 

 —

Interest rate swap

 

Other long-term assets

 

 

407

 

 

 —

Total derivatives designated as hedging instruments

 

  

 

$

1,651

 

$

2,118

 

 

 

 

 

 

 

 

 

Derivatives not designated as hedging instruments:

    

 

 

 

 

 

Forward contracts:

 

 

 

 

 

 

 

 

Foreign currency exchange forward contracts

 

Prepaid and other current assets

 

$

124

 

$

 —

Foreign currency exchange forward contracts

 

Accrued and other current liabilities

 

 

 —

 

 

806

Foreign currency exchange forward contracts

 

Other long-term liabilities

 

 

 —

 

 

528

Purchased options:

 

 

 

 

 

 

 

 

Foreign currency purchased option contracts

 

Prepaid and other current assets

 

 

 3

 

 

 —

Foreign currency purchased option contracts

 

Other long-term assets

 

 

45

 

 

 —

Total derivatives not designated as hedging instruments

 

  

 

$

172

 

$

1,334

 

Net gains included in “Other income (expense)” related to the change of fair market value of derivative instruments not designated as hedging instruments were $0.2 million during the three and six months ended June 30, 2017.

The effects of instruments designated as cash flow hedges and the related changes in accumulated other comprehensive loss and the gains and losses recognized in earnings for the three months ended June 30, 2018 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

    

Amount of

    

 

    

 

 

 

 

 

 

Location of

 

Gain (Loss)

 

Location of Gain

 

Amount of Gain

 

 

Amount of Gain

 

Gain (Loss)

 

Reclassified from

 

(Loss) Recognized in

 

(Loss) Recognized in

 

 

(Loss) in Other

 

Reclassified from

 

Accumulated Other

 

Earnings on Derivative

 

Earnings on Derivative

 

 

Comprehensive

 

Accumulated Other

 

Comprehensive

 

(Ineffective Portion

 

(Ineffective Portion

 

 

(Loss) income on

 

Comprehensive

 

(Loss) Income

 

and Amount

 

and Amount

 

 

Derivative

 

(Loss) Income

 

into Earnings

 

Excluded from

 

Excluded from

 

    

(Effective Portion)

    

(Effective Portion)

    

(Effective Portion)

    

Effectiveness Testing)

    

Effectiveness Testing)

Foreign currency exchange forward contracts

 

$

3,950

 

Product sales

 

$

 —

 

Product sales

 

$

(3)

Foreign currency exchange purchased option contracts

 

 

307

 

Product sales

 

 

 —

 

Product sales

 

 

 —

Interest rate swap

 

 

108

 

Other income (expense)

 

 

64

 

Other income (expense)

 

 

 1

 

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ENVIVA PARTNERS, LP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of units, per unit amounts and unless otherwise noted)

(Unaudited)

The effects of instruments designated as cash flow hedges and the related changes in accumulated other comprehensive loss and the gains and losses recognized in earnings for the six months ended June 30, 2018 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

    

Amount of

    

 

    

 

 

 

 

 

 

Location of

 

Gain (Loss)

 

Location of Gain

 

Amount of Gain

 

 

Amount of Gain

 

Gain (Loss)

 

Reclassified from

 

(Loss) Recognized in

 

(Loss) Recognized in

 

 

(Loss) in Other

 

Reclassified from

 

Accumulated Other

 

Earnings on Derivative

 

Earnings on Derivative

 

 

Comprehensive

 

Accumulated Other

 

Comprehensive

 

(Ineffective Portion

 

(Ineffective Portion

 

 

(Loss) income on

 

Comprehensive

 

(Loss) Income

 

and Amount

 

and Amount

 

 

Derivative

 

(Loss) Income

 

into Earnings

 

Excluded from

 

Excluded from

 

    

(Effective Portion)

    

(Effective Portion)

    

(Effective Portion)

    

Effectiveness Testing)

    

Effectiveness Testing)

Foreign currency exchange forward contracts

 

$

2,625

 

Product sales

 

$

 —

 

Product Sales

 

$

(5)

Foreign currency exchange purchased option contracts

 

 

(16)

 

Product sales

 

 

 —

 

Product Sales

 

 

 —

Interest rate swap

 

 

428

 

Other income (expense)

 

 

63

 

Other income (expense)

 

 

 1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The effects of instruments designated as cash flow hedges and the related changes in accumulated other comprehensive loss and the gains and losses recognized in earnings for the three months ended June 30, 2017 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

    

Amount of

    

 

    

 

 

 

 

 

 

Location of

 

Gain (Loss)

 

Location of Gain

 

Location of Gain

 

 

Amount of Gain

 

Gain (Loss)

 

Reclassified from

 

(Loss) Recognized in

 

(Loss) Recognized in

 

 

(Loss) in Other

 

Reclassified from

 

Accumulated Other

 

Income on Derivative

 

Income on Derivative

 

 

Comprehensive

 

Accumulated Other

 

Comprehensive

 

(Ineffective Portion

 

(Ineffective Portion

 

 

Income on

 

Comprehensive

 

Income

 

and Amount

 

and Amount

 

 

Derivative

 

Income

 

into Income

 

Excluded from

 

Excluded from

 

    

(Effective Portion)

    

(Effective Portion)

    

(Effective Portion)

    

Effectiveness Testing)

    

Effectiveness Testing)

Foreign currency exchange forward contracts

 

$

(1,428)

 

Product Sales

 

$

 

Product Sales

 

$

(1)

Foreign currency exchange forward contracts

 

 

 —

 

Other revenue

 

 

19

 

Other revenue

 

 

 —

Foreign currency exchange purchased option contracts

 

 

(418)

 

Product Sales

 

 

 —

 

Product Sales

 

 

 —

Interest rate swap

 

 

(153)

 

Other income (expense)

 

 

(68)

 

Other income (expense)

 

 

(11)

 

The effects of instruments designated as cash flow hedges and the related changes in accumulated other comprehensive loss and the gains and losses recognized in earnings for the six months ended June 30, 2017 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

    

Amount of

    

 

    

 

 

 

 

 

 

Location of

 

Gain (Loss)

 

Location of Gain

 

Location of Gain

 

 

Amount of Gain

 

Gain (Loss)

 

Reclassified from

 

(Loss) Recognized in

 

(Loss) Recognized in

 

 

(Loss) in Other

 

Reclassified from

 

Accumulated Other

 

Earnings on Derivative

 

Earnings on Derivative

 

 

Comprehensive

 

Accumulated Other

 

Comprehensive

 

(Ineffective Portion

 

(Ineffective Portion

 

 

Income on

 

Comprehensive

 

Income

 

and Amount

 

and Amount

 

 

Derivative

 

Income

 

into Earnings

 

Excluded from

 

Excluded from

 

    

(Effective Portion)

    

(Effective Portion)

    

(Effective Portion)

    

Effectiveness Testing)

    

Effectiveness Testing)

Foreign currency exchange forward contracts

 

$

(1,969)

 

Product sales

 

$

 

Product sales

 

$

 —

Foreign currency exchange forward contracts

 

 

19

 

Other revenue

 

 

19

 

Other revenue

 

 

 —

Foreign currency exchange purchased option contracts

 

 

(753)

 

Product sales

 

 

 —

 

Product sales

 

 

 —

Interest rate swap

 

 

(150)

 

Other income (expense)

 

 

(125)

 

Other income (expense)

 

 

 —

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ENVIVA PARTNERS, LP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of units, per unit amounts and unless otherwise noted)

(Unaudited)

As of June 30, 2018, the estimated net amounts of existing gains and losses in accumulated other comprehensive loss associated with derivative instruments expected to be transferred to the unaudited condensed consolidated statements of operations is a gain of $0.3 million during the next twelve months.

The Partnership enters into master netting arrangements, which are designed to permit net settlement of derivative transactions among the respective counterparties. If the Partnership had settled all transactions with its respective counterparties at June 30, 2018, the Partnership would have made a net settlement termination payment of $5.2 million, which differs insignificantly from the recorded fair value of the derivatives. The Partnership presents its derivative assets and liabilities at their gross fair values.

The notional amounts of outstanding derivative instruments associated with outstanding or unsettled derivative instruments as of June 30, 2018 were as follows:

 

 

 

 

Foreign exchange forward contracts in GBP

    

£

71,415

Foreign exchange purchased option contracts in GBP

 

£

39,365

Foreign exchange forward contracts in EUR

 

18,460

Foreign exchange purchased option contracts in EUR

 

3,000

Interest rate swap

 

$

42,566

 

The notional amounts of outstanding derivative instruments associated with outstanding or unsettled derivative instruments as of December 31, 2017 were as follows:

 

 

 

 

Foreign exchange forward contracts in GBP

    

£

46,465

Foreign exchange purchased option contracts in GBP

 

£

34,050

Foreign exchange forward contracts in EUR

 

5,350

Interest rate swap

 

$

44,756

 

 

(9)  Fair Value Measurements

The amounts reported in the unaudited condensed consolidated balance sheets as cash and cash equivalents, accounts receivable, related-party receivables, prepaid expenses and other current assets, accounts payable, related-party payables, accrued and other current liabilities and related-party accrued liabilities approximate fair value because of the short-term nature of these instruments.

Derivative instruments and long-term debt and capital lease obligations, including the current portion, are classified as Level 2 instruments. The fair value of the Senior Notes (see Note 10, Long-Term Debt and Capital Lease Obligations – Senior Notes) was determined based on observable market prices in a less active market and was categorized as Level 2 in the fair value hierarchy. The fair value of other long-term debt and capital lease obligations classified as Level 2 was determined based on market prices not quoted on active markets and other observable market data.

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ENVIVA PARTNERS, LP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of units, per unit amounts and unless otherwise noted)

(Unaudited)

The carrying amount and estimated fair value of long-term debt and capital lease obligations as of June 30, 2018 and December 31, 2017 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2018

 

December 31, 2017

 

    

Carrying

    

Fair

    

Carrying

    

Fair

 

    

Amount

    

Value

    

Amount

    

Value

Senior Notes

 

$

352,525

 

$

367,151

 

$

352,224

 

$

374,624

Other long-term debt and capital lease obligations

 

 

77,015

 

 

77,015

 

 

48,793

 

 

48,793

Total long-term debt and capital lease obligations

 

$

429,540

 

$

444,166

 

$

401,017

 

$

423,417

 

 

(10) Long-Term Debt and Capital Lease Obligations

Long-term debt and capital lease obligations at carrying value are composed of the following:

 

 

 

 

 

 

 

 

 

 

June 30, 

 

December 31, 

 

 

    

2018

    

2017

    

Senior Notes, net of unamortized discount, premium and debt issuance of $2.5 million as of June 30, 2018 and $2.8 million as of December 31, 2017

 

$

352,525

 

$

352,224

 

Senior Secured Credit Facilities, Tranche A-1 Advances, net of unamortized discount and debt issuance costs of $0.8 million as of June 30, 2018 and $1.0 million as of December 31, 2017

 

 

37,497

 

 

39,263

 

Senior Secured Credit Facilities, Tranche A-3 Advances, net of unamortized discount and debt issuance costs of $0.1 million as of June 30, 2018 and December 31, 2017

 

 

4,195

 

 

4,372

 

Senior Secured Credit Facilities, revolving credit commitments

 

 

30,000

 

 

 —

 

Other loans

 

 

2,019

 

 

2,023

 

Capital leases

 

 

3,304

 

 

3,135

 

Total long-term debt and capital lease obligations

 

 

429,540

 

 

401,017

 

Less current portion of long-term debt and capital lease obligations

 

 

(7,168)

 

 

(6,186)

 

Long-term debt and capital lease obligations, excluding current installments

 

$

422,372

 

$

394,831

 

 

Senior Notes Due 2021

On November 1, 2016, the Partnership and Enviva Partners Finance Corp. (together with the Partnership, the “Issuers”), Wilmington Trust, National Association, as trustee, and the guarantors party thereto entered into an indenture, as amended or supplemented (the “Indenture”), pursuant to which the Issuers issued $300.0 million in aggregate principal amount of 8.5% senior unsecured notes due November 1, 2021 (the “Senior Notes”) to eligible purchasers (the “Senior Notes Offering”) in a private placement under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the “Securities Act”). Interest payments, which commenced on May 1, 2017, are due semi-annually in arrears on May 1 and November 1. In August 2017, holders of 100% of the Senior Notes tendered such notes in exchange for newly issued registered notes with terms substantially identical in all material respects to the Senior Notes (except that the registered notes are not subject to restrictions on transfer). The Partnership recorded $6.4 million in original issue discounts and costs associated with the issuance of the Senior Notes, which have been recorded as a deduction to long-term debt and capital lease obligations.

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Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of units, per unit amounts and unless otherwise noted)

(Unaudited)

The Partnership used $139.6 million of the net proceeds from the Senior Notes, together with cash on hand, to pay a portion of the purchase price for Enviva Pellets Sampson, LLC (“Sampson”) in December 2016 and $159.8 million to repay borrowings, including accrued interest, under the Senior Secured Credit Facilities.

On October 10, 2017, pursuant to the Indenture, the Issuers issued and sold an additional $55.0 million in aggregate principal amount of Senior Notes to a purchaser (the “Additional Notes Purchaser”) at 106.25% of par value plus accrued interest from May 1, 2017. The additional Senior Notes have the same terms as the Senior Notes. The sale of the additional Senior Notes resulted in gross proceeds to the Issuers of approximately $60.0 million. The proceeds were used to repay borrowings under the Partnership’s revolving credit commitments under the Senior Secured Credit Facilities (the “revolving credit commitments”), which were used to fund the Wilmington Drop-Down, and for general partnership purposes.

In December 2017, the Additional Notes Purchaser tendered such notes in exchange for newly issued registered notes with terms substantially identical in all material respects to the Senior Notes (except that the registered notes are not subject to restrictions on transfer). The additional Senior Notes will be treated together with the Senior Notes as a single class for all purposes under the Indenture. The Partnership recorded $0.9 million in debt issuance costs and $3.4 million in premiums associated with the issuance of the additional Senior Notes, which have been recorded as a net addition to long-term debt and capital lease obligations.

At any time prior to November 1, 2018, the Issuers may redeem up to 35% of the aggregate principal amount of the Senior Notes (including any additional notes) issued under the Indenture at a redemption price of 108.5% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, in an amount not greater than the net cash proceeds of one or more equity offerings by the Partnership, provided that:

·

at least 65% of the aggregate principal amount of the Senior Notes issued under the Indenture on November 1, 2016, remains outstanding immediately after the occurrence of such redemption (excluding notes held by the Partnership and its subsidiaries); and

·

the redemption occurs within 120 days of the date of the closing of such equity offering(s).

On and after November 1, 2018, the Issuers may redeem all or a portion of the Senior Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Senior Notes redeemed to the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning November 1 on the years indicated below:

 

 

 

 

Year:

    

Percentages

 

2018

 

104.250

%  

2019

 

102.125

%  

2020 and thereafter

 

100.000

%  

 

The Senior Notes contain certain non-financial covenants applicable to the Partnership including, but not limited to (1) restricted payments, (2) incurrence of indebtedness and issuance of preferred securities, (3) liens, (4) dividend and other payment restrictions affecting subsidiaries, (5) merger, consolidation or sale of assets, (6) transactions with affiliates, (7) designation of restricted and unrestricted subsidiaries, (8) additional subsidiary guarantees, (9) business activities and (10) reporting obligations.

As of June 30, 2018 and December 31, 2017 the Partnership was in compliance with all covenants and restrictions associated with, and no events of default existed under, the Indenture. The Partnership’s obligations under the Indenture 

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Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of units, per unit amounts and unless otherwise noted)

(Unaudited)

are guaranteed by certain of the Partnership’s subsidiaries and secured by liens on substantially all of the Partnership’s assets.

Senior Secured Credit Facilities

The Partnership entered into a credit agreement that governs $100.0 million in revolving credit commitments (the “Senior Secured Credit Facilities”). The Senior Secured Credit Facilities mature in April 2020. Borrowings under the Senior Secured Credit Facilities bear interest, at the Partnership’s option, at either a base rate plus an applicable margin or at a Eurodollar rate (with a 1.00% floor for term loan borrowings) plus an applicable margin. Principal and interest are payable quarterly.

The Senior Secured Credit Facilities include a commitment fee payable on undrawn revolving credit commitments of 0.50% per annum (subject to a stepdown of 0.375% per annum if the Total Leverage Ratio is less than or equal to 2.00:1.00). Letters of credit issued under the Senior Secured Credit Facilities are subject to a fee calculated at the applicable margin for revolving credit facility Eurodollar rate borrowings. As of June 30, 2018, the Partnership had $30.0 million in revolving credit commitments outstanding and the Partnership had no amount outstanding as of December 31, 2017.

As of June 30, 2018, the Partnership had no letters of credit outstanding under the Senior Secured Credit Facilities and had a $4.0 million letter of credit outstanding as of December 31, 2017.

The Senior Secured Credit Facilities contains certain covenants, restrictions and events of default including, but not limited to, a change of control restriction and limitations on the Partnership’s ability to (1) incur indebtedness, (2) pay dividends or make other distributions, (3) prepay, redeem or repurchase certain debt, (4) make loans and investments, (5) sell assets, (6) incur liens, (7) enter into transactions with affiliates, (8) consolidate or merge and (9) assign certain material contracts to third parties or unrestricted subsidiaries. The Partnership will be restricted from making distributions if an event of default exists under the Senior Secured Credit Facilities or if the interest coverage ratio (determined as the ratio of consolidated EBITDA, as defined in the Senior Secured Credit Facilities, to consolidated interest expense), which is determined quarterly, is less than 2.25:1.00 at such time.

The Partnership is required to maintain, as of the last day of each fiscal quarter, a ratio of total debt to consolidated EBITDA (“Total Leverage Ratio”) of not more than a maximum ratio, initially set at 4.25:1.00 and stepping down to 3.75:1.00, during the term of the Senior Secured Credit Facilities; provided that the maximum permitted Total Leverage Ratio will be increased by 0.50:1.00 for the period from the consummation of certain qualifying acquisitions through the end of the second full fiscal quarter thereafter.

As of June 30, 2018 and December 31, 2017, the Partnership was in compliance with all covenants and restrictions associated with, and no events of default existed under, the Senior Secured Credit Facilities. The Partnership’s obligations under the Senior Secured Credit Facilities are guaranteed by certain of the Partnership’s subsidiaries and secured by liens on substantially all of its assets.

 

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Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of units, per unit amounts and unless otherwise noted)

(Unaudited)

(11) Related-Party Transactions

Related-party amounts included on the unaudited condensed consolidated statements of operations were as follows for the three and six months ended June 30, 2018 and 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 

 

 

Six Months Ended June 30, 

 

 

2018

    

2017 (Recast)

 

    

2018

    

2017 (Recast)

Other revenue

 

$

1,072

 

$

3,305

 

 

$

2,304

 

$

3,625

Cost of goods sold

 

 

20,912

 

 

14,369

 

 

 

36,051

 

 

29,651

General and administrative expenses

 

 

3,550

 

 

3,028

 

 

 

7,514

 

 

6,041

 

Management Services Agreement

On April 9, 2015, the Partnership, the General Partner, Enviva, LP, Enviva GP, LLC and certain subsidiaries of Enviva, LP (collectively, the “Service Recipients”) entered into a five-year Management Services Agreement (the “MSA”) with Enviva Management Company, LLC (the “Provider”), a wholly owned subsidiary of the sponsor, pursuant to which the Provider provides the Service Recipients with operations, general administrative, management and other services (the “Services”). Under the terms of the MSA, the Service Recipients are required to reimburse the Provider the amount of all direct or indirect internal or third-party expenses incurred by the Provider in connection with the provision of the Services, including, without limitation: (1) the portion of the salary and benefits of the employees engaged in providing the Services reasonably allocable to the Service Recipients; (2) the charges and expenses of any third party retained to provide any portion of the Services; (3) office rent and expenses and other overhead costs incurred in connection with, or reasonably allocable to, providing the Services; (4) amounts related to the payment of taxes related to the business of the Service Recipients; and (5) costs and expenses incurred in connection with the formation, capitalization, business or other activities of the Provider pursuant to the MSA.

Direct or indirect internal or third-party expenses incurred are either directly identifiable or allocated to the Partnership by the Provider. The Provider estimates the percentage of salary, benefits, third-party costs, office rent and expenses and any other overhead costs incurred by the Provider associated with the Services to be provided to the Partnership. Each month, the Provider allocates the actual costs accumulated in the financial accounting system using these estimates. The Provider also charges the Partnership for any directly identifiable costs such as goods or services provided at the Partnership’s request.

During the three and six months ended June 30, 2018, $13.8 million and $22.5 million, respectively, related to the MSA was included in cost of goods sold, and $3.5 million and $7.5 million, respectively, was included in general and administrative expenses, on the unaudited condensed consolidated statements of operations. At June 30, 2018, $2.3 million incurred under the MSA was included in finished goods inventory.

During the three and six months ended June 30, 2017, $10.8 million and $22.7 million, respectively, related to the MSA was included in cost of goods sold, and $3.0 million and $6.0 million, respectively, was included in general and administrative expenses, on the unaudited condensed consolidated statements of operations.

As of June 30, 2018 and December 31, 2017, the Partnership had $18.5 million and $19.6 million, respectively, included in related-party payables primarily related to the MSA.

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Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of units, per unit amounts and unless otherwise noted)

(Unaudited)

Common Control Transactions

On October 2, 2017, the First Hancock JV contributed to Enviva, LP all of the issued and outstanding limited liability company interests in Wilmington for total consideration of $130.0 million (see Note 1, Description of Business and Basis of Presentation).  

Related-Party Indemnification

In connection with the acquisition of Sampson in December 2016 (“Sampson Drop-Down”), the First Hancock JV agreed to indemnify the Partnership, its affiliates, and its respective officers, directors, managers, counsel, agents and representatives from all costs and losses arising from certain vendor liabilities and claims related to the construction of the Sampson plant that were included in the net assets acquired. The Partnership recorded a corresponding related-party receivable from the First Hancock JV of $6.4 million for reimbursement of such indemnifiable amounts. At June 30, 2018 and December 31, 2017, the related-party receivable associated with such amounts was $1.7 million and $3.0 million, respectively.

In connection with the Wilmington Drop-Down, the First Hancock JV agreed to indemnify the Partnership, its affiliates, and its respective officers, directors, managers, counsel, agents and representatives from all costs and losses arising from certain vendor liabilities and claims related to the construction of the Wilmington terminal that were included in the net assets acquired. The Partnership recorded a corresponding related-party receivable from the First Hancock JV of $1.8 million for reimbursement of such indemnifiable amounts. At June 30, 2018 and December 31, 2017, the related-party receivable associated with such amounts was $1.3 million.

Sampson Construction Payments

Pursuant to four payment agreements between the Partnership and the First Hancock JV dated effective as of July 27, 2017, September 30, 2017, December 31, 2017 and June 30, 2018, respectively (together, the “Payment Agreements”), the First Hancock JV agreed to pay an aggregate amount of $2.9 million to the Partnership in consideration for costs incurred by the Partnership to repair or replace certain equipment at the Sampson plant following the consummation of the Sampson Drop-Down. As of June 30, 2018, $1.4 million has been received and $1.5 million is included in related-party receivables on the condensed consolidated balance sheet.

Terminal Services Agreement

In 2017, Wilmington and the sponsor entered into the Holdings TSA providing for wood pellet receipt, storage, handling and loading services by the Wilmington terminal for the sponsor. Pursuant to the Holdings TSA, which remains in effect until September 1, 2026, the sponsor agreed to deliver a minimum of 125,000 MT per quarter and pay a fixed fee on a per-ton basis for the terminal services. During the six months ended June 30, 2018, the Partnership recorded $0.8 million as terminal services revenue, which is included in “Other revenue.” During the three and six months ended June 30, 2017, the Partnership recorded $0.4 million and $0.7 million, respectively, as terminal services revenue, which is included in “Other revenue.”

On February 16, 2018, Greenwood acquired the Greenwood plant and the Holdings TSA was amended and assigned to Greenwood. The terminal services agreement provides for deficiency payments to Wilmington if quarterly minimum throughput requirements are not met. During the three and six months ended June 30, 2018, the Partnership recorded $1.1 million and $1.5 million, respectively, of deficiency fees under the Holdings TSA, which is included in “Other revenue.”

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Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of units, per unit amounts and unless otherwise noted)

(Unaudited)

Enviva FiberCo, LLC

The Partnership purchases raw materials from Enviva FiberCo. Raw material purchases during the three and six months ended June 30, 2018 and 2017 from FiberCo were $1.8 million and $3.5 million and $2.3 million and $4.1 million, respectively.

Biomass Purchase Agreement – Hancock JV

On September 7, 2016, Sampson entered into a confirmation under a master biomass purchase and sale agreement (the “Biomass Purchase Agreement”) between Enviva, LP and the First Hancock JV pursuant to which Sampson agreed to sell to the sponsor 60,000 MT of wood pellets through August 31, 2017. On June 23, 2017, the sponsor satisfied its take-or-pay obligation under the agreement with a $2.7 million payment to the Partnership, which is included in “Other revenue.”

Biomass Option Agreement – Enviva Holdings, LP

On February 3, 2017, Enviva, LP entered into a master biomass purchase and sale agreement and a confirmation thereunder, which confirmation was amended on April 1, 2017, each with the sponsor (together, the “Option Contract”), pursuant to which Enviva, LP had the option to purchase certain volumes of wood pellets from the sponsor, from time to time at a price per metric ton determined by reference to a market index. The sponsor had a corresponding right to re-purchase volumes purchased by Enviva, LP pursuant to the Option Contract at a price per metric ton determined by reference to such market index at then-prevailing rates in the event that Enviva, LP purchased more than 45,000 MT of wood pellets pursuant to the Option Contract.

Pursuant to the Option Contract, Enviva, LP purchased $0 and $1.7 million of wood pellets from the sponsor during the three and six months ended June 30, 2018, respectively. During the three and six months ended June 30, 2017, Enviva, LP purchased $1.3 million and $2.9 million, respectively, of wood pellets from the sponsor. The wood pellet purchase amounts are included in cost of goods sold in the Partnership’s unaudited condensed consolidated statements of operations. The Option Contract terminated in accordance with its terms on March 2, 2018.

EVA-MGT Contracts

In January 2016 the Partnership entered into a contract with the First Hancock JV to supply 375,000 MTPY of wood pellets (the “EVA‑MGT Contract”) to MGT Teesside Limited’s Tees Renewable Energy Plant (the “Tees REP”), which is under development. As amended, the EVA‑MGT Contract commences in 2019, ramps to full supply in 2021 and continues through 2034. The EVA-MGT Contract is denominated in U.S. Dollars for commissioning volumes in 2019 and in GBP thereafter.

The Partnership entered into a second supply agreement with the First Hancock JV in connection with the Sampson Drop-Down to supply an additional 95,000 MTPY of the contracted volume to the Tees REP. The contract, which is denominated in GBP, commences in 2020 and continues through 2034.

Greenwood Contract

In connection with the Greenwood Acquisition on February 16, 2018, the Partnership entered into a contract with Greenwood to purchase wood pellets produced by the Greenwood plant (the “Greenwood Contract”). Pursuant to the Greenwood Contract, the Partnership has agreed, subject to certain conditions, to purchase production from the Greenwood plant from the acquisition date through March 2022 and has a take-or-pay obligation with respect to 550,000 MTPY of wood pellets (prorated for partial contract years) beginning in mid-2019.

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Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of units, per unit amounts and unless otherwise noted)

(Unaudited)

During the three and six months ended June 30, 2018, the Partnership purchased $5.2 million and $8.3 million, respectively, of wood pellets from Greenwood, which is included in cost of goods sold. As of June 30, 2018, $6.0 million is included in related-party payables for the Partnership’s wood pellet purchases under the Greenwood Contract.

Long-Term Incentive Plan Vesting

During the six months ended June 30, 2018, the Partnership paid $4.0 million to the General Partner and the Provider in connection with the settlement of performance-based phantom unit awards under the Enviva Partners, LP Long-Term Incentive Plan (“LTIP”). As of June 30, 2018, the Partnership had $2.7 million included in related-party payables related to withholding tax amounts due to the Provider associated with the vesting of time- and performance-based phantom units under the LTIP (See Note 15, Equity Based Awards).

(12) Income Taxes

The Partnership’s operations are organized as limited partnerships and entities that are disregarded entities for federal and state income tax purposes. As a result, the Partnership is not subject to U.S. federal and most state income taxes. The partners and unitholders of the Partnership are liable for these income taxes on their share of the Partnership’s taxable income. Some states impose franchise and capital taxes on the Partnership. Such taxes are not material to the consolidated financial statements and have been included in other income (expense) as incurred.

As of June 30, 2018, the only periods subject to examination for federal and state income tax returns are 2015 through 2017. The Partnership believes its income tax filing positions, including its status as a pass-through entity, would be sustained on audit and does not anticipate any adjustments that would result in a material change to its consolidated balance sheet. Therefore, no reserves for uncertain tax positions or interest and penalties have been recorded. For the three and six months ended June 30, 2018 and 2017, no provision for federal or state income taxes has been recorded in the consolidated financial statements.

(13) Commitments and Contingencies

During the fourth quarter of 2016, the Partnership re-purchased a shipment of wood pellets from one customer and subsequently sold it to another customer in a purchase and sale transaction. Smoldering was observed onboard the vessel carrying the shipment, which resulted in damage to a portion of the shipment and one of the vessel’s five cargo holds (the “Shipping Event”). The disponent owner of the vessel (the “Shipowner”) had directly or indirectly chartered the vessel from certain other parties (collectively, the “Head Owners”) and in turn contracted with the Partnership’s indirectly wholly owned subsidiary, Enviva Pellets Cottondale, LLC (“Cottondale”), as the charterer of the vessel. Following the mutual appointment of arbitrators in connection with the Shipping Event, on June 8, 2017, the Shipowner submitted claims against Cottondale (the “Claims”) alleging damages of approximately $11.9 million (calculated using exchange rates as of June 30, 2018), together with other unquantified losses and damages. The Claims provide that the Shipowner would seek indemnification and other damages from Cottondale to the extent that the Shipowner is unsuccessful in its defense of claims raised by the Head Owners against it for damages arising in connection with the Shipping Event.

Although it is reasonably possible that the Shipping Event may result in additional costs for the Partnership’s account, responsibility for such costs and liabilities incurred in connection with the Shipping Event is disputed among the various parties involved. If any such costs and liabilities ultimately are allocated to the Partnership, a portion may be recovered under insurance. The Partnership believes it has meritorious defenses to the Claims, but is generally unable to predict the timing or outcome of any claims or proceedings, including the Claims, associated with the Shipping Event, or any insurance recoveries in respect thereof. Consequently, the Partnership is unable to provide an estimate of the amount or range of possible loss.

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Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of units, per unit amounts and unless otherwise noted)

(Unaudited)

(14) Partners’ Capital

Common and Subordinated Units - Sponsor

On May 9, 2018, the sponsor sold to third parties all of the 1,265,453 common units held by the sponsor on such date. On May 30, 2018, all of the Partnership’s 11,905,138 previously outstanding subordinated units, which were held by the sponsor, converted into common units on a one‑for‑one basis. As of June 30, 2018, 11,905,138 common units were held by the sponsor.

Allocations of Net Income

The First Amended and Restated Agreement of Limited Partnership of the Partnership (the “Partnership Agreement”) contains provisions for the allocation of net income and loss to the unitholders of the Partnership and the General Partner. For purposes of maintaining partner capital accounts, the Partnership Agreement specifies that items of income and loss shall be allocated among the partners of the Partnership in accordance with their respective percentage ownership interest. Such allocations are made after giving effect, if any, to priority income allocations in an amount equal to incentive cash distributions, which are allocated 100% to the General Partner.

Incentive Distribution Rights

Incentive distribution rights (“IDRs”) represent the right to receive increasing percentages (from 15.0% to 50.0%) of quarterly distributions from operating surplus after distributions in amounts exceeding specified target distribution levels have been achieved by the Partnership. The General Partner currently holds the IDRs, but may transfer these rights at any time.

At-the-Market Offering Program

On August 8, 2016, the Partnership filed a prospectus supplement to the shelf registration filed with the SEC on June 24, 2016, for the registration of the continuous offering of up to $100.0 million of common units, in amounts, at prices and on terms to be determined by market conditions and other factors at the time of the offerings. In August 2016, the Partnership entered into an equity distribution agreement (the “Equity Distribution Agreement”) with certain managers pursuant to which the Partnership may offer and sell common units from time to time through or to one or more of the managers, subject to the terms and conditions set forth in the Equity Distribution Agreement, of up to an aggregate sales amount of $100.0 million (the “ATM Program”).

During the three months ended June 30, 2018 and 2017, the Partnership did not sell common units under the ATM Program. During the six months ended June 30, 2018, the Partnership sold 8,408 common units under the ATM Program for net proceeds of $0.2 million, net of an insignificant amount of commissions. During the six months ended June 30, 2017, the Partnership sold 63,577 common units under the ATM Program for net proceeds of $1.7 million, net of an insignificant amount of commissions. Net proceeds from sales under the ATM Program were used for general partnership purposes.

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Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of units, per unit amounts and unless otherwise noted)

(Unaudited)

Cash Distributions to Unitholders

The partnership agreement sets forth the calculation to be used to determine the amount of cash distributions that the common and subordinated unitholders and sponsor will receive.

Distributions that have been paid or declared related to the reporting period are considered in the determination of earnings per unit. The following table details the cash distribution paid or declared (in millions, except per unit amounts):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payment to

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Partner for

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Incentive

 

 

Declaration

 

Record

 

Payment

 

Distribution 

 

Total Cash

 

Distribution

Quarter Ended

    

Date

    

Date

    

Date

    

Per Unit

    

Distribution

    

Rights

June 30, 2017

 

August 2, 2017

 

August 15, 2017

 

August 29, 2017

 

$

0.5700

 

$

15.0

 

$

0.7

September 30, 2017

 

November 2, 2017

 

November 15, 2017

 

November 29, 2017

 

$

0.6150

 

$

16.2

 

$

1.1

December 31, 2017

 

January 31, 2018

 

February 15, 2018

 

February 28, 2018

 

$

0.6200

 

$

16.3

 

$

1.1

March 31, 2018

 

May 3, 2018

 

May 15, 2018

 

May 29, 2018

 

$

0.6250

 

$

16.5

 

$

1.3

June 30, 2018

 

August 1, 2018

 

August 15, 2018

 

August 29, 2018

 

$

0.6300

 

$

16.7

 

$

1.4

 

For purposes of calculating the Partnership’s earnings per unit under the two-class method, common units are treated as participating preferred units, and the subordinated units are treated as the residual equity interest, or common equity. IDRs are treated as participating securities.

Distributions made in future periods based on the current period calculation of cash available for distribution are allocated to each class of equity that will receive the distribution. Any unpaid cumulative distributions are allocated to the appropriate class of equity.

The Partnership determines the amount of cash available for distribution for each quarter in accordance with the Partnership Agreement. The amount to be distributed to common unitholders, subordinated unitholders and IDR holders is based on the distribution waterfall set forth in the Partnership Agreement. Net earnings for the quarter are allocated to each class of partnership interest based on the distributions to be made. On May 30, 2018, the subordination period ended in accordance with the Partnership Agreement and the subordinated units were converted into common units on a one-for-one basis (see Note 16, Net Income per Limited Partner).

Accumulated Other Comprehensive (Loss) Income

Comprehensive (loss) income consists of two components: net (loss) income and other comprehensive (loss) income. Other comprehensive (loss) income refers to revenue, expenses and gains and losses that pursuant to GAAP are included in comprehensive (loss) income but excluded from net income (loss). The Partnership’s other comprehensive (loss) income for three and six months ended June 30, 2018 and 2017 consists of unrealized gains and losses related to derivative instruments accounted for as cash flow hedges.

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ENVIVA PARTNERS, LP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of units, per unit amounts and unless otherwise noted)

(Unaudited)

The following table presents the changes in accumulated other comprehensive loss for the six months ended June 30, 2018:

 

 

 

 

 

 

Unrealized

 

 

Losses on

 

    

Derivative

 

    

Instruments

Balance at December 31, 2017

 

$

(3,040)

Net unrealized gain

 

 

3,037

Reclassification of net gain realized into earnings

 

 

(63)

Accumulated other comprehensive loss at June 30, 2018

 

$

(66)

 

The following table presents the changes in accumulated other comprehensive loss for the six months ended June 30, 2017:

 

 

 

 

 

 

Unrealized

 

 

Losses on

 

    

Derivative

 

    

Instruments

Balance at December 31, 2016

 

$

595

Net unrealized losses

 

 

(2,853)

Reclassification of net losses realized into earnings

 

 

106

Accumulated other comprehensive loss at June 30, 2017

 

$

(2,152)

 

Non-controlling Interests—Enviva Pellets Wiggins, LLC

Prior to December 28, 2017, the Partnership had a 67% controlling interest in Enviva Pellets Wiggins, LLC (“Wiggins”). On December 28, 2017, Wiggins was dissolved along with associated non-controlling interests. Upon dissolution, no amounts were distributed to the non-controlling interest holders and all intercompany balances were forgiven.

Non-controlling Interests—First Hancock JV

Wilmington was a wholly owned subsidiary of the First Hancock JV prior to the consummation of the Wilmington Drop-Down. The Partnership’s financial statements have been recast to include the financial results of Wilmington as if the consummation of the Wilmington Drop-Down had occurred on May 15, 2013, the date Wilmington was originally organized. The interests of the First Hancock JV’s third-party investors in Wilmington for periods prior to the related drop-down transactions have been reflected as a non-controlling interest in the Partnership’s financial statements. The Partnership’s unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2017 include net losses of $1.1 million and $2.4 million, respectively, attributable to the non-controlling interests in Wilmington.

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ENVIVA PARTNERS, LP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of units, per unit amounts and unless otherwise noted)

(Unaudited)

(15) Equity-Based Awards

The following table summarizes information regarding phantom unit awards (the “Affiliate Grants”) to employees of the Provider who provide services to the Partnership under the LTIP:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Time-Based

 

Performance-Based

 

Total Affiliate Grant

 

 

Phantom Units

 

Phantom Units

 

Phantom Units

 

 

 

 

Weighted-

 

 

 

Weighted-

 

 

 

Weighted-

 

 

 

 

Average

 

 

 

Average

 

 

 

Average

 

 

 

 

Grant Date

 

 

 

Grant Date

 

 

 

Grant Date

 

 

 

 

Fair Value

 

 

 

Fair Value

 

 

 

Fair Value

 

    

Units

    

(per unit)(1)

    

Units

    

(per unit)(1)

    

Units

    

(per unit)(1)

Nonvested December 31, 2017

 

595,866

 

$

22.32

 

111,104

 

$

25.52

 

706,970

 

$

22.82

Granted

 

361,253

 

$

29.11

 

141,954

 

$

28.76

 

503,207

 

$

29.01

Adjusted

 

 —

 

$

 —

 

15,915

 

$

18.19

 

15,915

 

$

18.19

Forfeitures

 

(44,896)

 

$

25.38

 

(7,125)

 

$

28.95

 

(52,021)

 

$

25.87

Vested

 

(170,499)

 

$

21.84

 

(45,059)

 

$

23.80

 

(215,558)

 

$

22.25

Nonvested June 30, 2018

 

741,724

 

$

25.55

 

216,789

 

$

27.35

 

958,513

 

$

25.96


(1)

Determined by dividing the aggregate grant date fair value of awards by the number of awards issued.

At June 30, 2018, $2.7 million is included in related-party payables to the Provider to satisfy the withholding tax requirements associated with 170,499 time-based phantom unit awards and 45,059 performance-based phantom unit awards that vested under the LTIP during the three months ended June 30, 2018. On December 31, 2017, 139,810 performance-based phantom unit awards vested. Upon settlement of the performance-based phantom unit awards on January 31, 2018, the Partnership paid $2.3 million to the General Partner who then acquired 81,708 common units at a market price of $28.65 per unit from a wholly owned subsidiary of the sponsor to satisfy its obligations under the LTIP. The Partnership also paid $1.7 million to the Provider to satisfy the withholding tax requirements associated with such units. The Provider recognized an additional $0.1 million in expense for the change in fair value of these awards between the vesting and settlement dates of such awards, which was allocated to the Partnership in the same manner as other corporate expenses. 

The following table summarizes information regarding phantom unit awards to certain non-employee directors of the General Partner (the “Director Grants”) under the LTIP:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Time-Based 

 

Performance-Based 

 

Total Director Grant

 

 

Phantom Units

 

Phantom Units

 

Phantom Units

 

 

 

 

Weighted-

 

 

 

Weighted-

 

 

 

Weighted-

 

 

 

 

Average

 

 

 

Average

 

 

 

Average

 

 

 

 

Grant Date

 

 

 

Grant Date

 

 

 

Grant Date

 

 

 

 

Fair Value

 

 

 

Fair Value

 

 

 

Fair Value

 

    

Units

    

(per unit)(1)

    

Units

    

(per unit)(1)

    

Units

    

(per unit)(1)

Nonvested December 31, 2017

 

15,840

 

$

25.25

 

 —

 

$

 —

 

15,840

 

$

25.25

Granted

 

13,964

 

$

28.65

 

 —

 

$

 —

 

13,964

 

$

28.65

Vested

 

(15,840)

 

$

25.25

 

 —

 

$

 —

 

(15,840)

 

$

25.25

Nonvested June 30, 2018

 

13,964

 

$

28.65

 

 —

 

$

 —

 

13,964

 

$

28.65


(1)

Determined by dividing the aggregate grant date fair value of awards by the number of awards issued.

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Table of Contents

ENVIVA PARTNERS, LP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of units, per unit amounts and unless otherwise noted)

(Unaudited)

In February 2018, Director Grants valued at $0.4 million were granted and vest on the first anniversary of the grant date. In February 2018, the Director Grants that were nonvested at December 31, 2017 vested and common units were issued.

The distribution equivalent rights (“DERs”) associated with the Affiliate Grants and the Director Grants subject to time-based vesting entitle the recipients to receive payments equal to any distributions made by the Partnership to the holders of common units within 60 days following the record date for such distributions. The DERs associated with the Affiliate Grants subject to performance-based vesting will remain outstanding and unpaid from the grant date until the earlier of the settlement or forfeiture of the related performance-based phantom units.

Unpaid DER amounts related to the performance-based Affiliate Grants at June 30, 2018 were $1.1 million, of which $0.6 million are included in related-party accrued liabilities and $0.5 million are included in other long-term liabilities on the consolidated balance sheets. Unpaid DER amounts related to the performance-based Affiliate Grants at December 31, 2017 were $0.9 million, of which $0.7 million are included in accrued liabilities and $0.2 million are included in other long-term liabilities. DER distributions related to the time-based Affiliate Grants were $1.2 million for the six months ended June 30, 2018. DER distributions were insignificant for the three months ended June 30, 2018.

(16) Net Income (Loss) per Limited Partner Unit

Net income (loss) per unit applicable to limited partners (including subordinated unitholders) is computed by dividing limited partners’ interest in net income (loss), after deducting any incentive distributions, by the weighted-average number of outstanding common and subordinated units. The Partnership’s net income (loss) is allocated to the limited partners in accordance with their respective ownership percentages, after giving effect to priority income allocations for incentive distributions, if any, to the holder of the IDRs, pursuant to the Partnership Agreement, which are declared and paid following the close of each quarter. Earnings in excess of distributions are allocated to the limited partners based on their respective ownership interests. Payments made to the Partnership’s unitholders are determined in relation to actual distributions declared and are not based on the net income (loss) allocations used in the calculation of earnings per unit.

On May 30, 2018, the requirements under the Partnership Agreement for the conversion of all of the Partnership’s subordinated units into common units were satisfied and the subordination period for such subordinated units ended. As a result, all of the Partnership’s 11,905,138 outstanding subordinated units converted into common units on a one-for-one basis. The conversion did not impact the amount of the cash distribution paid or the total number of the Partnership’s outstanding units representing limited partner interests. The Partnership’s net income was allocated to the general partner and the limited partners, including the holders of the subordinated units and IDR holders in accordance with the Partnership Agreement.

In addition to the common and subordinated units, the Partnership has also identified the IDRs and phantom units as participating securities and uses the two-class method when calculating the net income (loss) per unit applicable to limited partners, which is based on the weighted-average number of common units and subordinated units outstanding during the period. Diluted net income per unit includes the effects of potentially dilutive time-based and performance-based phantom units on the Partnership’s common units. Basic and diluted earnings per unit applicable to subordinated limited partners are the same because there are no potentially dilutive subordinated units outstanding.

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Table of Contents

ENVIVA PARTNERS, LP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of units, per unit amounts and unless otherwise noted)

(Unaudited)

The following computation of net income (loss) per limited partner unit is as follows for the three and six months ended June 30, 2018 and 2017:

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2018

 

    

Common

 

Subordinated

 

General

 

     

Units

     

Units

     

Partner

Weighted-average common units outstanding—basic

 

 

18,597

 

 

7,804

 

 

 —

Effect of nonvested phantom units

 

 

1,131

 

 

 —

 

 

 —

Weighted-average common units outstanding—diluted

 

 

19,728

 

 

7,804

 

 

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2018

 

    

Common

 

Subordinated

 

General

    

 

 

 

    

Units

    

Units

    

Partner

    

Total

 

 

 

Distributions declared

 

$

11,750

 

$

4,931

 

$

1,400

 

$

18,081

Earnings less than distributions

 

 

(10,240)

 

 

(4,297)

 

 

 —

 

 

(14,537)

Net income attributable to partners

 

$

1,510

 

$

634

 

$

1,400

 

$

3,544

Weighted-average units outstanding—basic

 

 

18,597

 

 

7,804

 

 

 

 

 

 

Weighted-average units outstanding—diluted

 

 

19,728

 

 

7,804

 

 

 

 

 

 

Net income per limited partner unit—basic and diluted

 

$

0.08

 

$

0.08

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2018

 

    

Common

 

Subordinated

 

General

 

     

Units

     

Units

     

Partner

Weighted-average common units outstanding—basic

 

 

16,518

 

 

9,855

 

 

 —

Effect of nonvested phantom units

 

 

 —

 

 

 —

 

 

 —

Weighted-average common units outstanding—diluted

 

 

16,518

 

 

9,855

 

 

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2018

 

    

Common

 

Subordinated

 

General

    

 

 

 

    

Units

    

Units

    

Partner

    

Total

Distributions declared

 

$

20,788

 

$

12,403

 

$

2,664

 

$

35,855

Earnings less than distributions

 

 

(32,347)

 

 

(19,299)

 

 

 —

 

 

(51,646)

Net (loss) income attributable to partners

 

$

(11,559)

 

$

(6,896)

 

$

2,664

 

$

(15,791)

Weighted-average units outstanding—basic and diluted

 

 

16,518

 

 

9,855

 

 

 

 

 

 

Net loss per limited partner unit—basic and diluted

 

$

(0.70)

 

$

(0.70)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2017

 

    

Common

    

Subordinated

    

General

 

    

 Units

    

Units

    

Partner

Weighted-average common units outstanding—basic

 

 

14,405

 

 

11,905

 

 

 —

Effect of nonvested phantom units

 

 

954

 

 

 —

 

 

 —

Weighted-average common units outstanding—diluted

 

 

15,359

 

 

11,905

 

 

 —

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Table of Contents

ENVIVA PARTNERS, LP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of units, per unit amounts and unless otherwise noted)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2017

 

    

Common

    

Subordinated

    

General

    

 

 

    

Units

    

Units

    

Partner

    

Total

Distributions declared

 

$

8,215

 

$

6,786

 

$

669

 

$

15,670

Earnings less than distributions

 

 

(6,466)

 

 

(5,342)

 

 

 —

 

 

(11,808)

Net income attributable to partners

 

$

1,749

 

$

1,444

 

$

669

 

$

3,862

Weighted-average units outstanding—basic

 

 

14,405

 

 

11,905

 

 

 

 

 

 

Weighted-average units outstanding—diluted

 

 

15,359

 

 

11,905

 

 

 

 

 

 

Net income per limited partner unit—basic

 

$

0.12

 

$

0.12

 

 

 

 

 

 

Net income per limited partner unit—diluted

 

$

0.11

 

$

0.12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2017

 

    

Common

    

Subordinated

    

General

 

    

 Units

    

Units

    

Partner

Weighted-average common units outstanding—basic

 

 

14,392

 

 

11,905

 

 

 —

Effect of nonvested phantom units

 

 

883

 

 

 —

 

 

 —

Weighted-average common units outstanding—diluted

 

 

15,275

 

 

11,905

 

 

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2017

 

    

Common

    

Subordinated

    

General

    

 

 

    

Units

    

Units

    

Partner

    

Total

Distributions declared

 

$

16,214

 

$

13,393

 

$

1,206

 

$

30,813

Earnings less than distributions

 

 

(13,371)

 

 

(11,045)

 

 

 —

 

 

(24,416)

Net income attributable to partners

 

$

2,843

 

$

2,348

 

$

1,206

 

$

6,397

Weighted-average units outstanding—basic

 

 

14,392

 

 

11,905

 

 

 

 

 

 

Weighted-average units outstanding—diluted

 

 

15,275

 

 

11,905

 

 

 

 

 

 

Net income per limited partner unit—basic

 

$

0.20

 

$

0.20

 

 

 

 

 

 

Net income per limited partner unit—diluted

 

$

0.19

 

$

0.20

 

 

 

 

 

 

 

 

(17) Supplemental Guarantor Information

The Partnership and its wholly owned finance subsidiary, Enviva Partners Finance Corp., are the co-issuers of the Notes on a joint and several basis. The Partnership has no material independent assets or operations. The Senior Notes are guaranteed on a senior unsecured basis by certain of the Partnership’s direct and indirect wholly owned subsidiaries (excluding Enviva Partners Finance Corp. and certain immaterial subsidiaries) and will be guaranteed by the Partnership’s future restricted subsidiaries that guarantee certain of its other indebtedness (collectively, the “Subsidiary Guarantors”). The guarantees are full and unconditional and joint and several. Each of the Subsidiary Guarantors is directly or indirectly 100% owned by the Partnership. Enviva Partners Finance Corp. is a finance subsidiary formed for the purpose of being the co-issuer of the Senior Notes. Other than certain restrictions arising under the Senior Secured Credit Facilities and the Indenture (see Note 10,  Long-Term Debt and Capital Lease Obligations), there are no significant restrictions on the ability of any restricted subsidiary to (1) pay dividends or make any other distributions to the Partnership or any of its restricted subsidiaries or (2) make loans or Borrowings to the Partnership or any of its restricted subsidiaries.

 

 

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Enviva Partners, LP, together with its subsidiaries (“we,” “us,” “our,” or “the Partnership”), is a Delaware limited partnership formed on November 12, 2013. Our sponsor is Enviva Holdings, LP (and, where applicable, its wholly owned subsidiary Enviva Development Holdings, LLC) and references to our General Partner refer to Enviva Partners GP, LLC, a wholly owned subsidiary of our sponsor. References to the “First Hancock JV” refer to Enviva Wilmington Holdings, LLC, a joint venture between our sponsor, Hancock Natural Resource Group, Inc. and certain other affiliates of John Hancock Life Insurance Company.

The following discussion and analysis should be read in conjunction with Management’s Discussion and Analysis in Part II‑Item 7 of our Annual Report on Form 10‑K for the year ended December 31, 2017 (the “2017 Form 10‑K”), as filed with the U.S. Securities and Exchange Commission (the “SEC”). Our 2017 Form 10‑K contains a discussion of other matters not included herein, such as disclosures regarding critical accounting policies and estimates and contractual obligations. You should also read the following discussion and analysis together with the risk factors set forth in the 2017 Form 10‑K and the factors described under “Cautionary Statement Regarding Forward‑Looking Information” in this Quarterly Report on Form 10‑Q.

Basis of Presentation

The following discussion of our historical performance and financial condition is derived from our audited consolidated financial statements and unaudited condensed consolidated financial statements.

On October 2, 2017, the First Hancock JV contributed to Enviva, LP all of the issued and outstanding limited liability company interests in Enviva Port of Wilmington, LLC (“Wilmington”) for total consideration of $130.0 million (the “Wilmington Drop‑Down”).

Our unaudited condensed consolidated financial statements for periods prior to October 2, 2017 have been retroactively recast to reflect the consummation of the Wilmington Drop‑Down as if it had occurred on May 15, 2013, the date Wilmington was originally organized. Entities contributed by or distributed to our sponsor or the First Hancock JV are considered entities under common control and are recorded at historical cost.

Business Overview

We are the world’s largest supplier by production capacity of utility‑grade wood pellets to major power generators. We own and operate six industrial‑scale production plants in the Southeastern United States that have a combined wood pellet production capacity of 2.9 million metric tons per year (“MTPY”). We also own dry-bulk, deep‑water marine terminal assets at the Port of Chesapeake (the “Chesapeake terminal”) and the Port of Wilmington, North Carolina (the “Wilmington terminal”). All of our facilities are located in geographic regions with low input costs and favorable transportation logistics. Owning these cost‑advantaged assets, the output from which is fully contracted, in a rapidly expanding industry provides us with a platform to generate stable and growing cash flows that should enable us to increase our per‑unit cash distributions over time, which is our primary business objective.

Our sales strategy is to fully contract the production capacity of the Partnership. During 2018, contracted volumes under our existing off‑take contracts are approximately equal to the full production capacity of our production plants. Our off‑take contracts provide for sales of 2.9 million metric tons (“MT”) of wood pellets in 2018 and have a weighted‑average remaining term of 9.0 years from July 1, 2018. We intend to continue expanding our business by taking advantage of the growing demand for our product that is driven by the conversion of coal‑fired power generation and combined heat and power plants to co‑fired or dedicated biomass‑fired plants, principally in Europe and, increasingly, in South Korea and Japan.

Inventory Impairment and Asset Disposal

On February 27, 2018, a fire occurred at the Chesapeake terminal, causing damage to equipment and approximately 43,000 MT of wood pellets (the “Chesapeake Terminal Event”). In order to continue to meet our contractual obligations to our customers, we commissioned temporary wood pellet storage, handling and ship loading operations (“business continuity activities”) at nearby locations. The wood pellets from our production plants in the Mid-Atlantic region have

39


 

been delivered to such temporary locations as well as to the Wilmington terminal which increased our distribution costs. Although we incurred incremental costs from the extended logistics chain, our arrangements provided a durable solution as we worked to return the Chesapeake terminal back into operation. The Chesapeake Terminal returned to operation on June 28, 2018.

We incurred costs of the Chesapeake Terminal Event, including emergency response costs, inventory and asset write-offs, and inventory disposal. During the three and six months ended June 30, 2018, we have incurred costs related to the value of lost inventory, inclusive of disposal costs, of $0 and $10.7 million, respectively, and emergency response costs of $1.8 million and $12.4 million, respectively. Amounts associated with replacing or repairing damaged assets were $7.5 million and $9.4 million during the three and six months ended June 30, 2018, respectively. We believe that substantially all of the costs resulting from the Chesapeake Terminal Event are recoverable through insurance or other contractual rights. The costs related to the Chesapeake Terminal Event, which are included in our financial results as a reduction of net income, have been added back in our calculation of adjusted EBITDA. Our adjusted EBITDA calculation during the three and six months ended June 30, 2018, included an addback of $4.7 million of costs, offset by $5.5 million of insurance recoveries and $28.0 million of costs, offset by $12.1 million of insurance recoveries, respectively, in our calculation of adjusted EBITDA.

Business continuity activities have also reduced adjusted EBITDA during the three and six months ended June 30, 2018. The incremental costs of our extended logistics chain were $15.6 million, offset by $13.0 million of insurance recoveries and $19.6 million, offset by $13.0 million of insurance recoveries for the three and six months ended June 30, 2018, respectively. We expect substantially all of these operational costs to be recoverable under our insurance policies or other contractual rights, but the timing of such costs and their associated recovery will not occur simultaneously. Given the timing mismatch, our reported adjusted EBITDA for the first two quarters of 2018 includes variability that does not reflect the underlying ratable performance of the business, and our quarterly distribution coverage ratios are not comparable to those for previously reported periods or our targets for the full year.

As of June 30, 2018, we have recognized approximately $27.3 million of insurance recoveries related to the Chesapeake Terminal Event including $4.0 million in accounts receivable. We expect to recognize additional recoveries of approximately $24.0 million through insurance or other contractual rights for costs incurred through June 30, 2018.

How We Evaluate Our Operations

Adjusted Gross Margin per Metric Ton

We use adjusted gross margin per metric ton to measure our financial performance. We define adjusted gross margin as gross margin excluding asset disposals and depreciation and amortization included in cost of goods sold. We believe adjusted gross margin per metric ton is a meaningful measure because it compares our revenue‑generating activities to our operating costs for a view of profitability and performance on a per metric ton basis. Adjusted gross margin per metric ton will primarily be affected by our ability to meet targeted production volumes and to control direct and indirect costs associated with procurement and delivery of wood fiber to our production plants and the production and distribution of wood pellets.

Adjusted EBITDA

We view adjusted EBITDA as an important indicator of our financial performance. We define adjusted EBITDA as net income or loss excluding depreciation and amortization, interest expense, income tax expense, early retirement of debt obligations, non‑cash unit compensation expense, asset impairments and disposals, changes in the fair value of derivative instruments and certain items of income or loss that we characterize as unrepresentative of our ongoing operations including certain expenses incurred related to the Chesapeake Terminal Event (consisting of emergency response expenses, expenses related to the disposal of inventory, and asset disposal and repair costs, offset by insurance recoveries received). Adjusted EBITDA is a supplemental measure used by our management and other users of our financial statements, such as investors, commercial banks and research analysts, to assess the financial performance of our assets without regard to financing methods or capital structure.

40


 

Distributable Cash Flow

We define distributable cash flow as adjusted EBITDA less maintenance capital expenditures and interest expense net of amortization of debt issuance costs, debt premium and original issue discounts. We use distributable cash flow as a performance metric to compare the cash‑generating performance of the Partnership from period to period and to compare the cash‑generating performance for specific periods to the cash distributions (if any) that are expected to be paid to our unitholders. We do not rely on distributable cash flow as a liquidity measure.

Non‑GAAP Financial Measures

Adjusted gross margin per metric ton, adjusted EBITDA and distributable cash flow are not financial measures presented in accordance with accounting principles generally accepted in the United States (“GAAP”). We believe that the presentation of these non‑GAAP financial measures provides useful information to investors in assessing our financial condition and results of operations. Our non‑GAAP financial measures should not be considered as alternatives to the most directly comparable GAAP financial measures. Each of these non‑GAAP financial measures has important limitations as an analytical tool because they exclude some, but not all, items that affect the most directly comparable GAAP financial measures. You should not consider adjusted gross margin per metric ton, adjusted EBITDA or distributable cash flow in isolation or as substitutes for analysis of our results as reported under GAAP. Our definitions of these non‑GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

The following tables present a reconciliation of each of adjusted gross margin per metric ton, adjusted EBITDA and distributable cash flow to the most directly comparable GAAP financial measure for each of the periods indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30, 

 

June 30, 

 

 

    

2018

    

2017 (Recast)

    

2018

    

2017 (Recast)

    

 

 

(in thousands, except per metric ton)

 

Reconciliation of gross margin to adjusted gross margin per metric ton:

 

 

 

 

 

 

 

 

 

 

 

 

 

Metric tons sold

 

 

699

 

 

628

 

 

1,347

 

 

1,251

 

Gross margin

 

$

16,316

 

$

16,331

 

$

11,775

 

$

32,699

 

Loss on disposal of assets

 

 

244

 

 

2,005

 

 

244

 

 

2,005

 

Depreciation and amortization

 

 

9,818

 

 

10,039

 

 

19,122

 

 

19,397

 

Adjusted gross margin

 

$

26,378

 

$

28,375

 

$

31,141

 

$

54,101

 

Adjusted gross margin per metric ton

 

$

37.74

 

$

45.18

 

$

23.12

 

$

43.25

 

 

41


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

    

June 30, 

    

June 30, 

    

 

 

2018

 

2017 (Recast)

 

2018

    

2017 (Recast)

    

 

 

(in thousands)

 

Reconciliation of adjusted EBITDA and distributable cash flow to net income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

3,544

 

$

1,497

 

$

(15,791)

 

$

1,452

 

Add:

 

 

 

 

 

  

 

 

 

 

 

  

 

Depreciation and amortization

 

 

10,031

 

 

10,044

 

 

19,439

 

 

19,406

 

Interest expense

 

 

9,047

 

 

7,710

 

 

17,692

 

 

15,417

 

Non-cash unit compensation expense

 

 

2,480

 

 

1,566

 

 

3,823

 

 

3,280

 

Asset impairments and disposals

 

 

244

 

 

1,981

 

 

244

 

 

2,005

 

Changes in the fair value of derivative instruments

 

 

(3,463)

 

 

 —

 

 

(2,694)

 

 

 —

 

Chesapeake Terminal Event, net

 

 

(804)

 

 

 —

 

 

15,786

 

 

 —

 

Transaction expenses

 

 

(7)

 

 

551

 

 

146

 

 

3,083

 

Adjusted EBITDA

 

 

21,072

 

 

23,349

 

 

38,645

 

 

44,643

 

Less:

 

 

  

 

 

  

 

 

  

 

 

  

 

Interest expense, net of amortization of debt issuance costs, debt premium and original issue discount

 

 

8,772

 

 

7,323

 

 

17,145

 

 

14,648

 

Maintenance capital expenditures

 

 

1,226

 

 

1,561

 

 

1,614

 

 

2,013

 

Distributable cash flow attributable to Enviva Partners, LP

 

 

11,074

 

 

14,465

 

 

19,886

 

 

27,982

 

Less: Distributable cash flow attributable to incentive distribution rights

 

 

1,400

 

 

669

 

 

2,664

 

 

1,206

 

Distributable cash flow attributable to Enviva Partners, LP limited partners

 

$

9,674

 

$

13,796

 

$

17,222

 

$

26,776

 

 

Factors Impacting Comparability of Our Financial Results

Our future results of operations and cash flows may not be comparable to our historical consolidated results of operations and cash flows, principally for the following reasons:

Our sponsor contributed its interest in Wilmington to us on October 2, 2017. Our unaudited condensed consolidated financial statements have been retroactively recast to reflect the contribution of our sponsor’s interest in Wilmington as if the contributions had occurred on May 15, 2013, the date Wilmington was originally organized. The recast amounts for the three and six months ended June 30, 2017 primarily include expenses associated with the initial ramp of the Wilmington terminal and minimal terminal services revenues.

We issued $55.0 million in aggregate principal amount of senior unsecured notes in a private placement to eligible purchasers. On October 10, 2017, we completed the issuance to an institutional investor in a private placement transaction of an additional $55.0 million in aggregate principal amount of Senior Notes. The additional Senior Notes have the same terms as our outstanding Senior Notes. The additional Senior Notes will be treated together with the Senior Notes as a single class for all purposes under the Indenture.

The sale of the additional Senior Notes at a purchase price of $58.4 million resulted in gross proceeds of approximately $60.0 million, after including accrued interest of $2.1 million and deducting estimated expenses of approximately $0.5 million. The proceeds were used to repay borrowings on our revolving credit commitments under the Senior Secured Credit Facilities (the “revolving credit commitments”), which were used to fund the Wilmington Drop-Down, and for general partnership purposes.

In December 2017, the holder of 100% of the additional Senior Notes tendered such notes in exchange for newly issued registered notes with terms substantially identical in all material respects to the additional Senior Notes (except that the registered notes are not subject to restrictions on transfer).

42


 

Revenue and costs for deliveries to customers can vary significantly between periods depending upon the mix of customers and specific shipment and reimbursement for expenses, including the then‑current cost of fuel. Depending on the specific off‑take contract, shipping terms are either Cost, Insurance and Freight (“CIF”), Cost and Freight (“CFR”) or Free on Board (“FOB”). Under a CIF contract, we procure and pay for shipping costs, which include insurance and all other charges, up to the port of destination for the customer. Under a CFR contract, we procure and pay for shipping costs, which include insurance (excluding marine cargo insurance) and all other charges, up to the port of destination for the customer. Shipping costs under CIF and CFR contracts are included in the price to the customer and, as such, are included in revenue and cost of goods sold. Under FOB contracts, the customer is directly responsible for shipping costs. We have entered into fixed-price shipping contracts with reputable shippers matching the terms and volumes of our contracts for which we are responsible for arranging shipping.

We adopted a new revenue recognition standard, ASC 606, Revenue from Contracts with Customers, on January 1, 2018. Upon adoption of Financial Accounting Standards Board Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”), our off-take contracts will continue to be classified as “Product sales.” However, the adoption of ASC 606 impacted the basis of presentation in certain arrangements where in which we purchase shipments of product from third-party suppliers and resell them in back-to-back transactions to customers (“purchase and sale transactions”). Prior to the adoption of ASC 606, we reported revenue from purchase and sale transactions net of costs paid to third-party suppliers, which was classified as “Other revenue.” Subsequent to the adoption of ASC 606, we recognize revenue on a gross basis in “Products sales” when we determine that we act as a principal and control the wood pellets before they are transferred to the customer. Recoveries from customers for certain costs incurred at the discharge port under our off-take contracts were reported in “Product sales” prior to the adoption of ASC 606. Under ASC 606, these recoveries are not considered a part of the transaction price, and therefore are excluded from “Product sales” and included as an offset to “Cost of goods sold.” Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, whereas prior comparative reporting periods have not been adjusted and continue to be reported under the accounting standards in effect for such periods. We did not have a transition adjustment as a result of adopting ASC 606.

We have incurred costs associated with the Chesapeake Terminal Event. During the three and six months ended June 30, 2018, we incurred a total of $20.3 million and $48.6 million, respectively, of expenses related to the Chesapeake Terminal Event.

Costs included in cost of goods sold of $20.3 million and $36.8 million, respectively, were incurred during the three and six months ended June 30, 2018 and primarily consist of costs related to emergency response and temporary storage, handling and shiploading operations. During the six months ended June 30, 2018, we incurred a $1.1 million impairment of terminal assets and a $10.7 million write-off of product, inclusive of disposal costs, which are included in cost of goods sold. As of June 30, 2018, we have received $23.3 million of insurance recoveries and recorded $4.0 million of additional insurance recoveries in accounts receivable reflecting insurance proceeds that are probable of receipt up to the amount of the loss recorded and subsequently received in July 2018. We recorded $26.2 million of insurance recoveries in cost of goods sold and recognized $1.1 million of insurance recoveries in other income related to lost profit on the sale of the damaged product during the six months ended June 30, 2018.

We expect substantially all of these operational costs to be recoverable under our insurance policies and other contractual rights, but the timing of such costs and the associated insurance recoveries will likely not match, which would result in fluctuations of amounts in cost of goods sold from period to period. Given this potential timing mismatch, our results of operations and cash flows, as well as our non-GAAP financial measures, may not be comparable to those for previously reported periods.

How We Generate Revenue

Overview

We primarily earn revenue by supplying wood pellets to our customers under off-take contracts, the majority of the commitments under which are long-term in nature. We refer to the structure of our off-take contracts as “take-or-pay” because they include a firm obligation of the customer to take a fixed quantity of product at a stated price and provisions that ensure we will be compensated in the case of a customer’s failure to accept all or a part of the contracted volumes or

43


 

termination of a contract by a customer. Each of our long-term off-take contracts defines the annual volume of wood pellets that a customer is required to purchase and we are required to sell, the fixed price per metric ton for product satisfying a base net calorific value and other technical specifications. These prices are fixed for the entire term, and are subject to adjustments which may include annual inflation-based adjustments or price escalators, price adjustments for product specifications, as well as, in some instances, price adjustments due to changes in underlying indices. In addition to sales of our product under these long-term, off-take contracts, we routinely sell wood pellets under shorter-term contracts, which range in volume and tenor and, in some cases, may include only one specific shipment. Because each of our off-take contracts is a bilaterally negotiated agreement, our revenue over the duration of such contracts does not generally follow observable current market pricing trends. Our performance obligations under these contracts include the delivery of wood pellets, and are aggregated into metric tons. We account for each metric ton as a single performance obligation. Our revenue from the sale of wood pellets we produce is recognized as “Product sales” upon satisfaction of the performance obligation when control transfers to the customer at the time of loading wood pellets onto a ship.

Depending on the specific off‑take contract, shipping terms are either CIF, CFR or FOB. Under a CIF contract, we procure and pay for shipping costs, which include insurance and all other charges, up to the port of destination for the customer. Under a CFR contract, we procure and pay for shipping costs, which include insurance (excluding marine cargo insurance) and all other charges, up to the port of destination for the customer. Shipping under CIF and CFR contracts after control has passed to the customer is considered a fulfillment activity rather than a performance obligation and associated expenses are included in the price to the customer. Under FOB contracts, the customer is directly responsible for shipping costs.

For purchase and sale transactions, we have determined that we are the principal in these transactions because we control the pellets prior to transferring them to the customer and recognize revenue on a gross basis in “Product sales.”

In instances in which a customer requests the cancellation, deferral or acceleration of a shipment, the customer may pay a fee, which is included in “Other revenue.”

We recognize third- and related-party terminal services revenue ratably over the contract term at our ports, which is included in “Other revenue.” Terminal services are performance obligations that are satisfied over time, as customers simultaneously receive and consume the benefits of the terminal services as we perform those services. The consideration is fixed for quantities up to the minimum in the contract. Above-minimum quantities are billed based on a per-ton rate.

Contracted Backlog

As of July 1, 2018, we had approximately $5.8 billion of product sales backlog for firm contracted product sales to power generators. Backlog represents the revenue to be recognized under existing contracts assuming deliveries occur as specified in the contracts. Contracted future product sales denominated in foreign currencies, excluding revenue hedged with foreign currency forward contracts, are included in U.S. Dollars at July 2, 2018 forward rates.

Following our adoption of ASC 606, our expected future product sales revenue under our contracted backlog as of July 1, 2018 is as follows (in millions):

 

 

 

 

Period from July 1, 2018 to December 31, 2018

    

$

333

Year ending December 31, 2019

 

 

609

Year ending December 31, 2020 and thereafter

 

 

4,827

Total product sales contracted backlog

 

$

5,769

 

Costs of Conducting Our Business

Cost of Goods Sold

Cost of goods sold includes the cost to produce and deliver wood pellets to customers, reimbursable shipping related costs associated with specific off-take contracts with CIF or CFR shipping terms and costs associated with purchase and

44


 

sale transactions. The principal expenses incurred to produce and deliver our wood pellets consist of raw material, production and distribution costs.

We have strategically located our plants in the Southeastern United States, a region with plentiful wood fiber resources. We manage the supply of raw materials into our plants through a mixture of short‑term and long‑term contracts. Delivered wood fiber costs include stumpage as well as harvesting, transportation and, in some cases, size reduction services provided by our suppliers. The majority of our product volumes are sold under off-take contracts that include cost pass‑through mechanisms to mitigate increases in raw material and distribution costs.

Production costs at our production plants consist of labor, energy, tooling, repairs and maintenance and plant overhead costs. Production costs also include depreciation expense associated with the use of our plants and equipment and any gain or loss on disposal of associated assets. Some of our off‑take contracts include price escalators that mitigate inflationary pressure on certain components of our production costs. In addition to the wood pellets that we produce at our owned and operated production plants, we selectively purchase additional quantities of wood pellets from third‑ and related-party wood pellet producers.

Distribution costs include all transportation costs from our plants to our port locations, any storage or handling costs while the product remains at port and shipping costs related to the delivery of our product from our port locations to our customers. Both the strategic location of our plants and our ownership or control of our deep‑water terminals have allowed for the efficient and cost‑effective transportation of our wood pellets. We seek to mitigate shipping risk by entering into long‑term, fixed‑price shipping contracts with reputable shippers matching the terms and volumes of our off-take contracts pursuant to which we are responsible for arranging shipping. Certain of our off‑take contracts include pricing adjustments for volatility in fuel prices, which allow us to pass the majority of fuel price‑risk associated with shipping through to our customers.

Additionally, as deliveries are made, we amortize the purchase price of acquired customer contracts that were recorded as intangible assets during the applicable contract term.

Costs associated with purchase and sale transactions are included in cost of goods sold.

Raw material, production and distribution costs associated with delivering our wood pellets to our owned and leased marine terminals and third- and related-party wood pellet purchase costs are capitalized as a component of inventory. Fixed production overhead, including the related depreciation expense, is allocated to inventory based on the normal capacity of the production plants. These costs are reflected in cost of goods sold when inventory is sold. Distribution costs associated with shipping our wood pellets to our customers and amortization of favorable acquired customer contracts are expensed as incurred. Our inventory is recorded using the first‑in, first‑out method (“FIFO”), which requires the use of judgment and estimates. Given the nature of our inventory, the calculation of cost of goods sold is based on estimates used in the valuation of the FIFO inventory and in determining the specific composition of inventory that is sold to each customer.

General and Administrative Expenses

We and our General Partner are party to a Management Services Agreement (the “MSA”) with Enviva Management Company, LLC (“Enviva Management”). Under the MSA, direct or indirect internal or third‑party expenses incurred are either directly identifiable or allocated to us. Enviva Management estimates the percentage of employee salaries and related benefits, third‑party costs, office rent and expenses and any other overhead costs to be provided to us. Each month, Enviva Management allocates the actual costs accumulated in the financial accounting system using these estimates. Enviva Management also charges us for any directly identifiable costs such as goods or services provided at our request. We believe Enviva Management’s assumptions and allocations have been made on a reasonable basis and are the best estimate of the costs that we would have incurred on a stand‑alone basis.

Our unaudited condensed consolidated financial statements have been recast to reflect the contribution of our sponsor’s interest in Wilmington as if the contribution had occurred on May 15, 2013, the date Wilmington was originally organized. We do not develop plants or ports within the Partnership and therefore we do not incur startup and commissioning costs or overhead costs related to construction activities. Prior to the consummation of the Wilmington

45


 

Drop‑Down, Wilmington incurred general and administrative costs related to development activities, which included startup and commissioning activities prior to beginning operations as well as incremental overhead costs related to construction activities. We do not expect to incur these costs going forward.

Results of Operations

Three Months Ended June 30, 2018 Compared to Three Months Ended June 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

    

June 30, 

    

 

    

 

 

2018

    

2017 (Recast)

 

Change

 

 

 

(in thousands)

 

Product sales

 

$

129,674

 

$

121,673

 

$

8,001

 

Other revenue (1)

 

 

2,427

 

 

5,874

 

 

(3,447)

 

Net revenue

 

 

132,101

 

 

127,547

 

 

4,554

 

Cost of goods sold, excluding depreciation and amortization (1)

 

 

105,723

 

 

99,172

 

 

6,551

 

Loss on disposal of assets

 

 

244

 

 

2,005

 

 

(1,761)

 

Depreciation and amortization

 

 

9,818

 

 

10,039

 

 

(221)

 

Total cost of goods sold

 

 

115,785

 

 

111,216

 

 

4,569

 

Gross margin

 

 

16,316

 

 

16,331

 

 

(15)

 

General and administrative expenses (1)

 

 

7,287

 

 

6,870

 

 

417

 

Income from operations

 

 

9,029

 

 

9,461

 

 

(432)

 

Interest expense

 

 

(9,047)

 

 

(7,710)

 

 

1,337

 

Other income

 

 

3,562

 

 

(254)

 

 

(3,816)

 

Net income

 

 

3,544

 

 

1,497

 

 

2,047

 

Less net loss attributable to noncontrolling partners’ interests

 

 

 —

 

 

1,196

 

 

(1,196)

 

Net income attributable to Enviva Partners, LP

 

$

3,544

 

$

2,693

 

$

851

 

 (1) See Note 11, Related-Party Transactions

 

 

 

 

 

 

 

 

 

 

 

Product sales

Revenue related to product sales for wood pellets produced or procured by us increased to $129.7 million for the three months ended June 30, 2018 from $121.7 million for the three months ended June 30, 2017. The $8.0 million, or 7%, increase was primarily attributable to an 11% increase in sales volumes during the three months ended June 30, 2018 as compared to the three months ended June 30, 2017. The increase in product sales was partially offset by a decrease in pricing during the three months ended June 30, 2018 due primarily to customer contract mix.

Other revenue

Other revenue decreased by $3.4 million during the three months ended June 30, 2018 as compared to the three months ended June 30, 2017. During the three months ended June 30, 2018, other revenue consisted primarily of $1.2 million in fees received from a customer requesting scheduling accommodations and $1.1 million of deficiencies fees under a terminal services agreement (see Note 11, Related-Party Transactions). During the three months ended June 30, 2017, other revenue consisted primarily of a $2.7 million payment under a take-or-pay obligation received from a related-party (see Note 11, Related-Party Transactions) and $1.9 million related to purchase and sale transactions.

Cost of goods sold

Cost of goods sold increased to $115.8 million for the three months ended June 30, 2018 from $111.2 million for the three months ended June 30, 2017. The $4.6 million, or 4%, increase was primarily attributable to an increase in our sales volumes and costs associated with the Chesapeake Terminal Event, net of insurance recoveries. 

46


 

Gross margin

Gross margin remained consistent at $16.3 million for the three months ended June 30, 2018 and June 30, 2017. Gross margin was impacted by the following factors during the three months ended June 30, 2018 as compared to the three months ended June 30, 2017:

·

Lower production costs of our wood pellets primarily from increased plant utilization and other costs, increased gross margin by $6.3 million. 

·

An 11% increase in sales volumes increased gross margin by $2.5 million.

·

Lower loss on asset disposals increased gross margin by $1.8 million.

·

Lower pricing, primarily driven by customer contract mix, decreased gross margin by $5.8 million.

·

Lower other revenue decreased gross margin by $3.4 million, primarily due to a $2.7 million payment received during the three months ended June 30, 2017 as described above.

·

Expenses incurred related to the Chesapeake Terminal Event decreased gross margin by $1.4 million. During the three months ended June 30, 2018, we incurred $15.6 million of costs, offset by $13.0 million of insurance recoveries, related to business continuity activities. We also incurred $1.8 million of incremental emergency response expenses and $2.9 million of repair costs, offset by $5.5 million of insurance recoveries.

Adjusted gross margin per metric ton

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

June 30, 

 

 

 

 

 

    

2018

    

2017 (Recast)

    

Change

    

 

 

(in thousands except per metric ton)

 

Metric tons sold

 

 

699

 

 

628

 

 

71

 

Gross margin

 

$

16,316

 

$

16,331

 

$

(15)

 

Loss on disposal of assets

 

 

244

 

 

2,005

 

 

(1,761)

 

Depreciation and amortization

 

 

9,818

 

 

10,039

 

 

(221)

 

Adjusted gross margin

 

$

26,378

 

$

28,375

 

$

(1,997)

 

Adjusted gross margin per metric ton

 

$

37.74

 

$

45.18

 

$

(7.45)

 

 

We earned an adjusted gross margin of $26.4 million, or $37.74 per MT, for the three months ended June 30, 2018.  Excluding the costs and recoveries associated with the Chesapeake Terminal Event, we would have earned adjusted gross margin of $28.2 million, or $40.40 per MT. Adjusted gross margin was $28.4 million, or $45.18 per MT, for the three months ended June 30, 2017. Adjusting for the impact of ASC 606 for comparison purposes, adjusted gross margin per metric ton would have been $42.35 per MT for the three months ended June 30, 2017. The factors impacting the change in adjusted gross margin are described above under the heading “Gross margin.”

General and administrative expenses

General and administrative expenses were $7.3 million for the three months ended June 30, 2018 and $6.9 million for the three months ended June 30, 2017.

During the three months ended June 30, 2018, general and administrative expenses included allocated expenses of $3.4 million that were incurred under the MSA, $1.4 million of direct expenses and $2.5 million of non‑cash unit compensation expense associated with unit‑based awards under the Enviva Partners, LP Long-Term Incentive Plan (the “LTIP”).

During the three months ended June 30, 2017, general and administrative expenses included allocated expenses of $3.0 million that were incurred under the MSA, $1.6 million of direct expenses, $1.6 million of non-cash unit

47


 

compensation associated with unit-based awards under the LTIP and $0.7 million of expenses associated with the cessation of operations of the wood pellet production plant owned by Wiggins and other costs.

Interest expense

We incurred $9.0 million of interest expense during the three months ended June 30, 2018 and $7.7 million of interest expense during the three months ended June 30, 2017. The increase in interest expense was primarily attributable to the incremental interest payable on the Senior Notes issued in October 2017 primarily to fund the Wilmington Drop-Down. Please read “—Senior Notes Due 2021” below.

Adjusted EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

June 30, 

 

 

 

 

 

    

2018

    

2017 (Recast)

    

Change

    

 

 

(in thousands)

 

Reconciliation of adjusted EBITDA to net loss:

 

 

 

 

 

 

 

 

 

 

Net income

 

$

3,544

 

$

1,497

 

$

2,047

 

Add:

 

 

 

 

 

 

 

 

  

 

Depreciation and amortization

 

 

10,031

 

 

10,044

 

 

(13)

 

Interest expense

 

 

9,047

 

 

7,710

 

 

1,337

 

Non-cash unit compensation expense

 

 

2,480

 

 

1,566

 

 

914

 

Asset impairments and disposals

 

 

244

 

 

1,981

 

 

(1,737)

 

Changes in the fair value of derivative instruments

 

 

(3,463)

 

 

 —

 

 

(3,463)

 

Chesapeake Terminal Event, net

 

 

(804)

 

 

 —

 

 

(804)

 

Transaction expenses

 

 

(7)

 

 

551

 

 

(558)

 

Adjusted EBITDA

 

$

21,072

 

$

23,349

 

$

(2,277)

 

 

We generated adjusted EBITDA of $21.1 million for the three months ended June 30, 2018 compared to adjusted EBITDA of $23.3 million for the three months ended June 30, 2017. The $2.2 million decrease was primarily attributable to the factors described above under the heading “Gross margin,” including the $2.6 million of expenses incurred, net of insurance recoveries, related to business continuity activities following the Chesapeake Terminal Event. Excluding the costs and recoveries associated with the Chesapeake Terminal Event, we would have earned Adjusted EBITDA of $23.7 million during the three months ended June 30, 2018. Distributable Cash Flow

The following is a reconciliation of adjusted EBITDA to distributable cash flow:

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

June 30, 

 

 

 

 

    

2018

    

2017 (Recast)

    

Change

 

 

(in thousands)

Adjusted EBITDA

 

$

21,072

 

$

23,349

 

$

(2,277)

Less:

 

 

 

 

 

 

 

 

  

Interest expense, net of amortization of debt issuance costs, debt premium and original issue discount

 

 

8,772

 

 

7,323

 

 

1,449

Maintenance capital expenditures

 

 

1,226

 

 

1,561

 

 

(335)

Distributable cash flow attributable to Enviva Partners, LP

 

 

11,074

 

 

14,465

 

 

(3,391)

Less: Distributable cash flow attributable to incentive distribution rights

 

 

1,400

 

 

669

 

 

731

Distributable cash flow attributable to Enviva Partners, LP limited partners

 

$

9,674

 

$

13,796

 

$

(4,122)

48


 

Six Months Ended June 30, 2018 Compared to Six Months Ended June 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

    

June 30, 

    

 

    

 

 

2018

    

2017 (Recast)

    

Change

 

 

 

(in thousands)

 

Product sales

 

$

252,472

 

$

240,720

 

$

11,752

 

Other revenue (1)

 

 

5,430

 

 

9,270

 

 

(3,840)

 

Net revenue

 

 

257,902

 

 

249,990

 

 

7,912

 

Cost of goods sold, excluding depreciation and amortization (1)

 

 

226,761

 

 

195,889

 

 

30,872

 

Loss on disposal of assets

 

 

244

 

 

2,005

 

 

(1,761)

 

Depreciation and amortization

 

 

19,122

 

 

19,397

 

 

(275)

 

Total cost of goods sold

 

 

246,127

 

 

217,291

 

 

28,836

 

Gross margin

 

 

11,775

 

 

32,699

 

 

(20,924)

 

General and administrative expenses (1)

 

 

14,091

 

 

15,633

 

 

(1,542)

 

(Loss) income from operations

 

 

(2,316)

 

 

17,066

 

 

(19,382)

 

Interest expense

 

 

(17,692)

 

 

(15,417)

 

 

2,275

 

Other income (expense)

 

 

4,217

 

 

(197)

 

 

(4,414)

 

Net (loss) income

 

 

(15,791)

 

 

1,452

 

 

(17,243)

 

Less net loss attributable to noncontrolling partners’ interests

 

 

 —

 

 

2,515

 

 

(2,515)

 

Net (loss) income attributable to Enviva Partners, LP

 

$

(15,791)

 

$

3,967

 

$

(19,758)

 

 (1) See Note 11, Related-Party Transactions

 

 

 

 

 

 

 

 

 

 

 

Product sales

Revenue related to product sales for wood pellets produced or procured by us increased to $252.5 million for the six months ended June 30, 2018 from $240.7 million for the six months ended June 30, 2017. The $11.8 million, or 5%, increase was primarily attributable to an 8% increase in sales volumes partially offset by a decrease in pricing due primarily to customer contract mix. The increase in product sales is also attributable to the adoption of ASC 606, which resulted in purchase and sale transactions being recorded on a gross basis in product sales during the six months ended June 30, 2018, compared to on a net basis in other revenue during the six months ended June 30, 2017 (see Note 2, Significant Accounting Policies).

Other revenue

Other revenue decreased by $3.8 million during the six months ended June 30, 2018 as compared to the six months ended June 30, 2017. The decrease was primarily driven by a $2.7 million payment under a take-or-pay obligation received from a related-party during the six months ended June 30, 2017 (see Note 11, Related-Party Transactions) and the adoption of ASC 606. Under ASC 606, we act as the principal in certain purchase and sale transactions and we recorded revenue on a gross basis in product sales as compared to a net basis in other revenue under the previous standard.

Cost of goods sold

Cost of goods sold increased to $246.1 million for the six months ended June 30, 2018 from $217.3 million for the six months ended June 30, 2017. The $28.8 million increase was primarily attributable to $22.4 million in expenses related to the Chesapeake Terminal Event, an increase in our sales volumes and $8.7 million attributable to the adoption of ASC 606, which resulted in all costs from our purchase and sale transactions to be recorded in cost of goods sold compared to recorded on a net basis in other revenue during the six months ended June 30, 2017. 

49


 

Gross margin

Gross margin was $11.8 million for the six months ended June 30, 2018 and $32.7 million for the six months ended June 30, 2017. The $20.9 million decrease in gross margin was primarily attributable to the following:

·

Expenses incurred related to the Chesapeake Terminal Event decreased gross margin by $22.4 million. During the six months ended June 30, 2018, we incurred $19.6 million of costs, offset by $13.0 million of insurance recoveries, related to business continuity activities. The Chesapeake Terminal Event also resulted in $12.4 million of emergency response expenses, $6.0 million of asset disposal and repair costs, partially offset by $5.3 million of insurance recoveries, and $10.7 million related to the disposal of approximately 43,000 MT of inventory, partially offset by $8.0 million of cargo insurance recoveries.

·

A $3.8 million decrease in other revenues as described above.

·

Lower pricing, primarily driven by customer contract mix, decreased gross margin by $3.1 million.

Offsetting the above were:

·

Lower production costs of our wood pellets, primarily from increased plant utilization, increased gross margin by $4.2 million.

·

An increase in sales volumes increased gross margin by $1.5 million. Excluding the impact of ASC 606, we would have sold 1,295,000 MT during the six months ended June 30, 2018, or approximately 44,000 MT more than the comparable prior-year period.

·

Lower loss on asset disposals increased gross margin by $1.8 million.

Adjusted gross margin per metric ton

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

    

June 30, 

 

 

 

    

 

 

2018

    

2017 (Recast)

    

Change

 

 

 

(in thousands except per metric ton)

 

Metric tons sold

 

 

1,347

 

 

1,251

 

 

96

 

Gross margin

 

$

11,775

 

$

32,699

 

$

(20,924)

 

Loss on disposal of assets

 

 

244

 

 

2,005

 

 

(1,761)

 

Depreciation and amortization

 

 

19,122

 

 

19,397

 

 

(275)

 

Adjusted gross margin

 

$

31,141

 

$

54,101

 

$

(22,960)

 

Adjusted gross margin per metric ton

 

$

23.12

 

$

43.25

 

$

(20.13)

 

 

We earned an adjusted gross margin of $31.1 million, or $23.12 per MT, for the six months ended June 30, 2018.  Excluding the costs and recoveries associated with the Chesapeake Terminal Event, we would have earned adjusted gross margin of $53.5 million, or $39.74 per MT. Adjusted gross margin was $54.1 million, or $43.25 per MT, for the six months ended June 30, 2017. Adjusting for the impact of ASC 606 for comparison purposes, adjusted gross margin per metric ton would have been $40.46 per MT for the six months ended June 30, 2017. The factors impacting the change in adjusted gross margin are described above under the heading “Gross margin.”

General and administrative expenses

General and administrative expenses were $14.1 million for the six months ended June 30, 2018 and $15.6 million for the six months ended June 30, 2017.

During the six months ended June 30, 2018, general and administrative expenses included allocated expenses of $7.3 million that were incurred under the MSA, $3.0 million of direct and other expenses and $3.8 million of non‑cash unit compensation expense associated with the grant of unit‑based awards under the LTIP.

50


 

During the six months ended June 30, 2017, general and administrative expenses included allocated expenses of $6.0 million that were incurred under the MSA, $3.3 million of direct and other expenses, $3.3 million of non-cash unit compensation associated with unit-based awards under the LTIP, $1.6 million related to transaction expenses on consummated and unconsummated transactions and $1.4 million of expenses associated with the cessation of operations of the wood pellet production plant owned by Wiggins.

Interest expense

We incurred $17.7 million of interest expense during the six months ended June 30, 2018 and $15.4 million of interest expense during the six months ended June 30, 2017. The increase in interest expense was primarily attributable to the incremental interest payable on the Senior Notes issued in October 2017 primarily to fund the Wilmington Drop-Down. Please read “—Senior Notes Due 2021” below.

Adjusted EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

    

June 30, 

 

 

 

    

 

 

2018

    

2017 (Recast)

    

Change

 

 

 

(in thousands)

 

Reconciliation of adjusted EBITDA to net (loss) income:

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(15,791)

 

$

1,452

 

$

(17,243)

 

Add:

 

 

 

 

 

 

 

 

  

 

Depreciation and amortization

 

 

19,439

 

 

19,406

 

 

33

 

Interest expense

 

 

17,692

 

 

15,417

 

 

2,275

 

Non-cash unit compensation expense

 

 

3,823

 

 

3,280

 

 

543

 

Asset impairments and disposals

 

 

244

 

 

2,005

 

 

(1,761)

 

Changes in the fair value of derivative instruments

 

 

(2,694)

 

 

 —

 

 

(2,694)

 

Chesapeake Terminal Event, net

 

 

15,786

 

 

 —

 

 

15,786

 

Transaction expenses

 

 

146

 

 

3,083

 

 

(2,937)

 

Adjusted EBITDA

 

$

38,645

 

$

44,643

 

$

(5,998)

 

 

We generated adjusted EBITDA of $38.6 million for the six months ended June 30, 2018 compared to adjusted EBITDA of $44.6 million for the six months ended June 30, 2017. The $6.0 million decrease was primarily attributable to the factors described above under the heading “Gross margin,” including the expenses incurred, net of insurance recoveries, related to business continuity activities following the Chesapeake Terminal Event. Excluding the costs and recoveries associated with the Chesapeake Terminal Event, we would have earned adjusted EBITDA of $45.3 million during the six months ended June 30, 2018.

51


 

Distributable Cash Flow

The following is a reconciliation of adjusted EBITDA to distributable cash flow:

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

    

June 30, 

    

 

 

    

 

 

2018

    

2017 (Recast)

 

Change

 

 

 

(in thousands)

 

Adjusted EBITDA

 

$

38,645

 

$

44,643

 

$

(5,998)

 

Less:

 

 

 

 

 

 

 

 

  

 

Interest expense, net of amortization of debt issuance costs, debt premium costs and original issue discount

 

 

17,145

 

 

14,648

 

 

2,497

 

Maintenance capital expenditures

 

 

1,614

 

 

2,013

 

 

(399)

 

Distributable cash flow to Enviva Partners, LP limited partners

 

 

19,886

 

 

27,982

 

 

(8,096)

 

Less: Distributable cash flow attributable to incentive distribution rights

 

 

2,664

 

 

1,206

 

 

1,458

 

Distributable cash flow attributable to Enviva Partners, LP limited partners

 

$

17,222

 

$

26,776

 

$

(9,554)

 

 

Liquidity and Capital Resources

Overview

We expect our sources of liquidity to include cash and cash equivalent balances, cash generated from operations, borrowings under our revolving credit commitments and, from time to time, debt and equity offerings, including under our ATM Program. We operate in a capital‑intensive industry, and our primary liquidity needs are to fund working capital, service our debt, maintain cash reserves, finance maintenance capital expenditures and pay distributions. We believe cash generated from our operations will be sufficient to meet the short‑term working capital requirements of our business. However, future capital expenditures and other cash requirements could be higher than we currently expect as a result of various factors. Additionally, our ability to generate sufficient cash from our operating activities depends on our future performance, which is subject to general economic, political, financial, competitive and other factors beyond our control.

Our minimum quarterly distribution is $0.4125 per common and subordinated unit per quarter, which equates to approximately $10.9 million per quarter, or approximately $43.7 million per year, based on the number of common units outstanding as of June 30, 2018, to the extent we have sufficient cash from our operations after establishment of cash reserves and payment of fees and expenses. Because it is our intent to distribute at least the minimum quarterly distribution on all of our units on a quarterly basis, we expect that we will rely upon external financing sources, including bank borrowings and the issuance of debt and equity securities, to fund future acquisitions and expansions.

Non‑cash Working Capital

Non‑cash working capital is the amount by which current assets, excluding cash, exceed current liabilities, and is a measure of our ability to pay our liabilities as they become due. Our non‑cash working capital was $1.8 million at June 30, 2018 and $34.6 million at December 31, 2017. The primary components of changes in non‑cash working capital were the following:

Accounts receivable, net and related‑party receivables

A decrease in accounts receivable, net of allowance for doubtful accounts and related‑party receivables, decreased non‑cash working capital by $33.9 million during the six months ended June 30, 2018 as compared to December 31, 2017, primarily due to the timing, volume and size of product shipments. Related‑party receivables at June 30, 2018 and December 31, 2017 included $3.0 million and $4.9 million, respectively, due from the First Hancock JV related to the Sampson Drop-Down and the Wilmington Drop-Down.

52


 

Inventories

Our inventories consist of raw materials, work‑in‑process, consumable tooling and finished goods. An increase in inventory increased non-cash working capital by $12.6 million at June 30, 2018 compared to December 31, 2017. The increase was primarily attributable to a $9.9 million increase in finished goods inventory due to the timing, volume and size of product shipments primarily attributable to the Chesapeake Terminal Event. In addition, we had a $1.0 million increase in raw material inventory and a $1.7 million increase in consumable tooling inventories to support the reliability of our planned production levels.

Accounts payable, related‑party payables, accrued liabilities and related‑party accrued liabilities

An increase in accounts payable, related‑party payables and accrued liabilities at June 30, 2018 as compared to December 31, 2017 decreased non‑cash working capital by $12.3 million and was primarily attributable to an increase in shipping and trading sales liabilities due to timing and volume of product shipments as well as an increase of $15.7 million in liabilities due primarily to the Chesapeake Terminal Event. Related‑party payables at June 30, 2018 consisted of $18.5 million related to the MSA compared to $19.6 million at December 31, 2017.

Cash Flows

The following table sets forth a summary of our net cash flows from operating, investing and financing activities for the six months ended June 30, 2018 and 2017, respectively:

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

    

June 30, 

    

 

 

2018

    

2017 (Recast)

 

 

 

(in thousands)

 

Net cash provided by operating activities

 

$

31,233

 

$

46,158

 

Net cash used in investing activities

 

 

(4,749)

 

 

(15,912)

 

Net cash used in financing activities

 

 

(13,218)

 

 

(29,631)

 

Net increase in cash and cash equivalents

 

$

13,266

 

$

615

 

 

Cash Provided by Operating Activities

Net cash provided by operating activities was $31.2 million for the six months ended June 30, 2018 compared to $46.2 million for the six months ended June 30, 2017. The decrease of $15.0 million was primarily attributable to the following:

·

A decrease in net income, excluding depreciation and amortization, of $17.2 million during the six months ended June 30, 2018 as compared to the six months ended June 30, 2017. The decrease in net income, excluding depreciation and amortization, is primarily attributable to the Chesapeake Terminal Event (see Note 5, Inventory Impairment and Asset Disposal).

·

A $13.1 million decrease in cash flows provided by operating activities related to an increase in inventories during the six months ended June 30, 2018 as compared to the six months ended June 30, 2017. The increase during the six months ended June 30, 2018 was primarily attributable to the timing and size of product shipments.

Offsetting the above was:

·

A $12.2 million increase in cash flows provided by operating activities related to a decrease in accounts receivable and related-party receivables during the six months ended June 30, 2018 compared to the six months ended June 30, 2017. This increase during the six months ended June 30, 2018 was primarily attributable to the timing, volume and size of product shipments.

·

A $8.1 million increase in cash flows provided by operating activities related to an increase in accounts payable, related-party payables, accrued liabilities and other current liabilities during the six months ended June 30, 2018

53


 

compared to the six months ended June 30, 2017. The increase during the six months ended June 30, 2018 was primarily attributable to accrued expenses associated with the Chesapeake Terminal Event.

Cash Used in Investing Activities

Net cash used in investing activities was $4.7 million for the six months ended June 30, 2018 compared to $15.9 million for the six months ended June 30, 2017. The six months ended June 30, 2017 include purchases of property, plant and equipment related to the completion of both the Sampson Plant and the Wilmington Terminal. The $4.7 million of cash used for property, plant and equipment during the six months ended June 30, 2018 includes approximately $3.7 million related to projects intended to increase the production capacity of our plants, $1.6 million of capital expenditures to maintain operations and $0.5 million of capital expenditures associated with the rebuilding of the Port of Chesapeake, offset by $1.1 million of insurance recoveries received.

Cash Used in Financing Activities

Net cash used in financing activities was $13.2 million for the six months ended June 30, 2018 compared to net cash used in financing activities of $29.6 million for the six months ended June 30, 2017. Net cash used in financing activities for the six months ended June 30, 2018 primarily consisted of $36.5 million of distributions paid to our unitholders, $2.3 million paid to the General Partner to purchase performance-based phantom units for the LTIP and  $1.7 million paid to satisfy the withholding tax requirements associated with the LTIP vesting. The net cash used in financing activities was offset by $30.0 million of revolver borrowings, net, during the six months ended June 30, 2018.

Net cash used in financing activities for the six months ended June 30, 2017 primarily consisted of $18.9 million of repayments for our debt and capital lease obligations and $30.0 million of distributions paid to our unitholders, partially offset by $6.1 million in capital contributions made by the First Hancock JV prior to the Wilmington Drop-Down and $10.0 million in proceeds from borrowings under our Senior Secured Credit Facilities.

Senior Notes Due 2021

On November 1, 2016, we and our wholly owned subsidiary, Enviva Partners Finance Corp. (together, the “Issuers”), Wilmington Trust, National Association, as trustee, and the guarantors thereto entered into an indenture, as amended or supplemented (the “Indenture”), pursuant to which the Issuers issued $300.0 million in aggregate principal amount of 8.5% senior unsecured notes due November 1, 2021 (the “Senior Notes”) to eligible purchasers (the “Senior Notes Offering”) in a private placement under Rule 144A and Regulations S of the Securities Act of 1933, as amended (the “Securities Act”).  Interest payments commenced on May 1, 2017 and are due semi-annually in arrears on May 1 and November 1. In August 2017, holders of 100% of the Senior Notes tendered such notes in exchange for newly issued registered notes with terms substantially identical in all material respects to the Senior Notes (except that the registered notes are not subject to restrictions on transfer). The Partnership recorded $6.4 million in original issue discounts and costs associated with the issuance of Senior Notes, which have been recorded as a deduction to long-term debt and capital lease obligations.

The Partnership used $139.6 million of the net proceeds from the Senior Notes, together with cash on hand, to pay a portion of the purchase price for Enviva Pellets Sampson, LLC in December 2016 and $159.8 million to repay borrowings, including accrued interest, under the Senior Secured Credit Facilities.

On October 10, 2017, pursuant to the Indenture, the Issuers issued and sold an additional $55.0 million in aggregate principal amount of Senior Notes to a purchaser (the “Additional Notes Purchaser”) at 106.25% of par value plus accrued interest from May 1, 2017. The additional Senior Notes have the same terms as the Senior Notes. The sale of the additional Senior Notes resulted in gross proceeds to the Issuers of approximately $60.0 million. The proceeds were used to repay borrowings under the Partnership’s revolving credit commitments, which were used to fund the Wilmington Drop-Down, and for general partnership purposes.

In December 2017, the Additional Notes Purchaser tendered such notes in exchange for newly issued registered notes with terms substantially identical in all material respects to the Senior Notes (except that the registered notes are not subject to restrictions on transfer). The additional Senior Notes will be treated together with the Senior Notes as a single class for all purposes under the Indenture. We recorded $0.9 million in debt issuance costs and $3.4 million in

54


 

premiums associated with the issuance of the additional Senior Notes, which have been recorded as a net addition to long-term debt and capital lease obligations.

Senior Secured Credit Facilities

We entered into a credit agreement that governs $100.0 million in revolving credit commitments (the “Senior Secured Credit Facilities”). The Senior Secured Credit Facilities mature in April 2020. Borrowings under the Senior Secured Credit Facilities bear interest, at our option, at either a base rate plus an applicable margin or at a Eurodollar rate (with a 1.00% floor for term loan borrowings) plus an applicable margin. Principal and interest are payable quarterly.

The Senior Secured Credit Facilities include a commitment fee payable on undrawn revolving credit commitments of 0.50% per annum (subject to a stepdown of 0.375% per annum if the Total Leverage Ratio is less than or equal to 2.00:1.00). Letters of credit issued under the Senior Secured Credit Facilities are subject to a fee calculated at the applicable margin for revolving credit Eurodollar rate borrowings. As of June 30, 2018, we had $30.0 million in revolving credit commitments outstanding and we had no amount outstanding as of December 31, 2017.

We had a $4.0 million letter of credit outstanding under the Senior Secured Credit Facilities as of December 31, 2017. The letter of credit was issued in connection with a contract between us and a third party in the ordinary course of business. On January 11, 2018, the letter of credit was cancelled as it was no longer contractually required. As of June 30, 2018, we had no letters of credit outstanding under the letters of credit facility.

The Senior Secured Credit Facilities contains certain covenants, restrictions and events of default including, but not limited to, a change of control restriction and limitations on our ability to (1) incur indebtedness, (2) pay dividends or make other distributions, (3) prepay, redeem or repurchase certain debt, (4) make loans and investments, (5) sell assets, (6) incur liens, (7) enter into transactions with affiliates, (8) consolidate or merge and (ix) assign certain material contracts to third parties or unrestricted subsidiaries. We will be restricted from making distributions if an event of default exists under the Senior Secured Credit Facilities or if the interest coverage ratio (determined as the ratio of consolidated EBITDA, as defined in the Senior Secured Credit Facilities, to consolidated interest expense), which is determined quarterly, is less than 2.25:1.00 at such time.

We are required to maintain, as of the last day of each fiscal quarter, a ratio of total debt to consolidated EBITDA (“Total Leverage Ratio”) of not more than a maximum ratio, initially set at 4.25:1.00 and stepping down to 3.75:1.00, during the term of the Senior Secured Credit Facilities; provided that the maximum permitted Total Leverage Ratio will be increased by 0.50:1.00 for the period from the consummation of certain qualifying acquisitions through the end of the second full fiscal quarter thereafter.

As of June 30, 2018, we were in compliance with the Total Leverage Ratio and all other covenants and restrictions associated with, and no events of default existed under, the Senior Secured Credit Facilities. Our obligations under the Senior Secured Credit Facilities are guaranteed by certain of our subsidiaries and secured by liens on substantially all of our and their assets.

At‑the‑Market Offering Program

On August 8, 2016, we filed a prospectus supplement to our shelf registration statement filed with the SEC on June 24, 2016, for the registration of the continuous offering of up to $100.0 million of common units, in amounts, at prices and on terms to be determined by market conditions and other factors at the time of our offerings. In August 2016, we also entered the Equity Distribution Agreement with certain managers pursuant to which we may offer and sell common units from time to time through or to one or more of the managers, subject to the terms and conditions set forth in the Equity Distribution Agreement, of up to an aggregate sales amount of $100.0 million (the “ATM Program”).

During the three months ended June 30, 2018, we did not sell common units under the ATM program. During the six months ended June 30, 2018, we sold 8,408 common units under the ATM program for net proceeds of $0.2 million, net of an insignificant amount of commissions. Net proceeds from sales under the ATM Program were used for general partnership purposes. As of June 30, 2018, $88.4 million remained available for issuance under the ATM Program.

55


 

Off‑Balance Sheet Arrangements

As of June 30, 2018, we did not have any off‑balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S‑K, such as the use of unconsolidated subsidiaries, structured finance, special purpose entities or variable interest entities.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect the amounts reported in our unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. We provide expanded discussion of our significant accounting policies, estimates and judgments in our 2017 Form 10‑K. We believe these accounting policies reflect our significant estimates and assumptions used in preparation of our financial statements. There have been no significant changes to our critical accounting policies and estimates since December 31, 2017 except for the adoption of ASC 606. The adoption changed the Partnership’s accounting policies for revenue recognition and cost of goods sold. For changes in our accounting policy for revenue recognition, see Note 2, Significant Accounting Policies. As a result of the adoption of ASC 606, our accounting policy for cost of goods sold now includes costs associated with purchase and sale transactions.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The information about market risks for the three months ended June 30, 2018 does not differ materially from that disclosed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures About Market Risk” in the 2017 Form 10‑K, other than as described below:

Interest Rate Risk

At June 30, 2018, our total debt had a carrying value of $429.5 million and fair value of $444.2 million.

Although we seek to mitigate our interest rate risk through interest rate swaps, we are exposed to fluctuations in interest rates on borrowings under the Senior Secured Credit Facilities. Borrowings under the Senior Secured Credit Facilities bear interest, at our option, at either a base rate plus an applicable margin or at a Eurodollar rate (with a 1.00% floor for term loan borrowings) plus an applicable margin.

The applicable margin is (1) for Tranche A‑1 and Tranche A‑3 base rate borrowings, 2.95% through April 2018 and 2.80% thereafter, (2) for Tranche A‑1 and Tranche A‑3 Eurodollar rate borrowings, 3.95% thereafter through April 2018 and 3.80% thereafter, (3) for revolving facility base rate borrowings, 3.25%, and (4) for revolving facility Eurodollar rate borrowings, 4.25%. We repaid in full the outstanding principal and accrued interest on the Tranche A‑2 and Tranche A‑4 borrowings upon the consummation of the Sampson Drop‑Down. As of June 30, 2018, $41.7 million, net of unamortized discount of $0.9 million, of Tranche A‑1 and Tranche A‑3 borrowings remained outstanding under our Senior Secured Credit Facilities.

In September 2016, we entered into a pay‑fixed, receive‑variable interest rate swap agreement to fix our exposure to fluctuations in London Interbank Offered Rate based interest rates (the “interest rate swap”). The interest rate swap commenced on September 30, 2016 and expires concurrently with the maturity of the Senior Secured Credit Facilities in April 2020. We elected to discontinue hedge accounting as of December 14, 2016 following repayment of a portion of our outstanding indebtedness under the Senior Secured Credit Facilities, and subsequently re‑designated the interest rate swap for the remaining portion of such outstanding indebtedness during the three months ended June 30, 2018. We enter into derivative instruments to manage cash flow. We do not enter into derivative instruments for speculative or trading purposes. The counterparty to our interest rate swap agreement is a major financial institution. As a result, we have no significant interest rate risk on our Tranche A‑1 and Tranche A‑3 borrowings as of June 30, 2018.

Credit Risk

Substantially all of our revenue was from long‑term, take‑or‑pay off‑take contracts with three customers for the three and six months ended June 30, 2018 and 2017. Most of our customers are major power generators in Europe. This

56


 

concentration of counterparties operating in a single industry and geographic area may increase our overall exposure to credit risk, in that the counterparties may be similarly affected by changes in economic, political, regulatory or other conditions. If a customer defaults or if any of our contracts expire in accordance with their terms, and we are unable to renew or replace these contracts, our gross margin and cash flows and our ability to make cash distributions to our unitholders may be adversely affected. Although we have entered into hedging arrangements in order to minimize our exposure to fluctuations in foreign currency exchange and interest rates, our derivatives also expose us to credit risk to the extent that counterparties may be unable to meet the terms of our hedging agreements.

Foreign Currency Exchange Risk

We primarily are exposed to fluctuations in foreign currency exchange rates related to contracts pursuant to which deliveries of wood pellets will be settled in British Pound Sterling (“GBP”) and Euro (“EUR”). We have entered into forward contracts and purchased options to hedge a portion of our forecasted revenue for these customer contracts. We have designated and accounted for the forward contracts and purchased options as cash flow hedges of anticipated GBP-denominated revenue and, therefore, the effective portion of the changes in fair value on these instruments will be recorded as a component of accumulated other comprehensive income in partners’ capital and will be reclassified to revenue in the consolidated statements of operations in the same period in which the underlying revenue transactions occur. Our EUR-denominated forward contracts and purchased options are adjusted to fair value through earnings in the current period.

As of June 30, 2018, we had notional amounts of 71.4 million GBP and 18.5 million EUR under foreign currency forward contracts and 39.4 million GBP and 3.0 million EUR under foreign currency purchased options that expire between 2018 and 2023. At June 30, 2018, the unrealized loss (gain) associated with foreign currency forward contracts and foreign currency purchased options of approximately $0.5 million and $(1.2) million, respectively, are included in other comprehensive income (loss).

We do not utilize foreign exchange contracts for speculative or trading purposes. The counterparties to our foreign exchange contracts are major financial institutions.

Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13(a)‑15(e) and 15(d)‑15(e) under the Securities Exchange Act of 1934, as amended) was carried out under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer of our General Partner. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer of our General Partner concluded that the design and operation of these disclosure controls and procedures were effective as of June 30, 2018, the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting

During the quarter ended June 30, 2018, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

57


 

PART II—OTHER INFORMATION

Item 1.  Legal Proceedings

There have been no material changes from the legal proceedings disclosed in the section entitled “Legal Proceedings” in the 2017 Form 10‑K.

Item 1A.  Risk Factors

There have been no material changes from the risk factors disclosed in the section entitled “Risk Factors” in the 2017 Form 10‑K.

Item 2. Unregistered Sales of Equity Securities

 

 

 

 

 

 

 

 

 

 

 

 

Issuer Purchases of Equity Securities

 

 

 

 

 

 

 

 

 

 

Maximum number

 

 

 

 

 

 

 

 

 

 

(or approximate)

 

 

 

 

 

 

 

Total number

 

dollar value) of

 

 

 

 

 

 

 

of common units

 

common units that

 

 

 

 

 

 

 

purchased as part

 

may yet be

 

 

Total number of

 

 

 

 

of publicly

 

purchased under

 

    

common units

    

Price paid per

    

announced plans

    

the plans or

Period

 

purchased

 

common unit

 

or programs

 

programs

January 2018

 

 —

 

$

 —

 

 

 —

 

 

 —

February 2018 (1)

 

81,708

 

$

28.65

 

 

 —

 

 

 —

March 2018

 

 —

 

$

 —

 

 

 —

 

 

 —

(1)

On February 1, 2018, the General Partner purchased a total of 81,708 common units from affiliates of Enviva Holdings, LP at a price of $28.65 per common unit and used the common units to satisfy the vesting of performance-based phantom units.

58


 

Item 6.  Exhibits

The information required by this Item 6 is set forth in the Exhibit Index accompanying this Quarterly Report on Form 10‑Q and is incorporated herein by reference.

 

Exhibit Index

 

 

 

 

Exhibit
Number

    

Description

 

 

 

 

 

3.1

 

Certificate of Limited Partnership of Enviva Partners, LP (Exhibit 3.1, Form S‑1 Registration Statement filed October 28, 2014, File No. 333‑199625)

 

3.2

 

First Amended and Restated Agreement of Limited Partnership of Enviva Partners, LP, dated May 4, 2015, by Enviva Partners GP, LLC (Exhibit 3.1, Form 8‑K filed May 4, 2015, File No. 001‑37363)

 

3.3

 

 

10.1

 

Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Enviva Partners, LP, effective as of December 18, 2017, by Enviva Partners GP, LLC (Exhibit 3.1, Form 8-K filed December 21, 2017, File No. 001-37363).

Separation Agreement and General Release of Claims, effective as of June 4, 2018, between Enviva Management Company, LLC and Stephen F. Reeves (Exhibit 10.1, Form 8-K filed June 4, 2018, File No.001-37363).

 

10.2

 

Employment Agreement, dated as of May 30, 2018 and effective as of June 4, 2018, between Enviva Management Company, LLC and Shai Even (Exhibit 10.2, Form 8-K filed June 4, 2018, File No. 001-37363). 

 

31.1*

 

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002

 

31.2*

 

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002

 

32.1**

 

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002

 

101.INS*

 

XBRL Instance Document

 

101.SCH*

 

XBRL Schema Document

 

101.CAL*

 

XBRL Calculation Linkbase Document

 

101.DEF*

 

XBRL Definition Linkbase Document

 

101.LAB*

 

XBRL Labels Linkbase Document.

 

101.PRE*

 

XBRL Presentation Linkbase Document.

 


*     Filed herewith.

**   Furnished herewith.

 

59


 

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 thereunto duly authorized.

Date: August 8, 2018

 

 

 

 

 

ENVIVA PARTNERS, LP

 

 

 

 

By:

Enviva Partners GP, LLC, its general partner

 

 

 

 

 

 

 

By:

/s/ Shai Even

 

 

Name:

Shai Even

 

 

Title:

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

 

60