Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 09, 2017 | |
Entity Registrant Name | Enviva Partners, LP | |
Entity Central Index Key | 1,592,057 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Common Units | ||
Entity Common Stock, Shares Outstanding | 14,411,860 | |
Subordinated Units-Sponsor | ||
Entity Common Stock, Shares Outstanding | 11,905,138 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 11,913 | $ 466 |
Restricted cash | 938 | |
Accounts receivable, net of allowance for doubtful accounts of $24 as of March 31, 2017 and December 31, 2016 | 49,676 | 77,868 |
Related-party receivables | 6,902 | 7,634 |
Inventories | 30,780 | 29,764 |
Assets held for sale | 3,390 | 3,044 |
Prepaid expenses and other current assets | 2,431 | 1,939 |
Related-party prepaid expenses | 148 | |
Total current assets | 106,178 | 120,715 |
Property, plant and equipment, net of accumulated depreciation of $88.8 million as of March 31, 2017 and $80.8 million as of December 31, 2016 | 511,907 | 516,418 |
Intangible assets, net of accumulated amortization of $9.2 million as of March 31, 2017 and $9.1 million as of December 31, 2016 | 1,287 | 1,371 |
Goodwill | 85,615 | 85,615 |
Other long-term assets | 2,508 | 2,049 |
Total assets | 707,495 | 726,168 |
Current liabilities: | ||
Accounts payable | 3,009 | 9,869 |
Related-party payables | 7,893 | 11,118 |
Accrued and other current liabilities | 38,936 | 38,432 |
Related-party accrued liabilities | 382 | |
Current portion of interest payable | 10,805 | 4,414 |
Current portion of long-term debt and capital lease obligations | 4,676 | 4,109 |
Total current liabilities | 65,319 | 68,324 |
Long-term debt and capital lease obligations | 340,402 | 346,686 |
Long-term interest payable | 800 | 770 |
Other long-term liabilities | 1,281 | 871 |
Total liabilities | 407,802 | 416,651 |
Commitments and contingencies | ||
Partners' capital: | ||
Common unitholders-public (13,045,894 and 12,980,623 units issued and outstanding as of March 31, 2017 and December 31, 2016, respectively) | 236,902 | 239,902 |
Common unitholder-sponsor (1,347,161 units issued and outstanding as of March 31, 2017 and December 31, 2016) | 17,587 | 18,197 |
Subordinated unitholder-sponsor (11,905,138 units issued and outstanding as of March 31, 2017 and December 31, 2016) | 115,488 | 120,872 |
General Partner (no outstanding units) | (67,393) | (67,393) |
Accumulated other comprehensive (loss) income | (202) | 595 |
Total Enviva Partners, LP partners' capital | 302,382 | 312,173 |
Noncontrolling partners' interests | (2,689) | (2,656) |
Total partners' capital | 299,693 | 309,517 |
Total liabilities and partners' capital | $ 707,495 | $ 726,168 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Accounts receivable, allowance for doubtful accounts | $ 24 | $ 24 |
Property, plant and equipment, accumulated depreciation | 88,784 | 80,768 |
Intangible assets, accumulated amortization | $ 9,163 | $ 9,079 |
Common Units-Public | ||
Limited partner units issued | 13,045,894 | 12,980,623 |
Limited partner units outstanding | 13,045,894 | 12,980,623 |
Common Units-Sponsor | ||
Limited partner units issued | 1,347,161 | 1,347,161 |
Limited partner units outstanding | 1,347,161 | 1,347,161 |
Subordinated Units-Sponsor | ||
Limited partner units issued | 11,905,138 | 11,905,138 |
Limited partner units outstanding | 11,905,138 | 11,905,138 |
General Partner | ||
General partner units outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Product sales | $ 119,047 | $ 103,445 |
Other revenue | 3,076 | 3,807 |
Net revenue | 122,123 | 107,252 |
Cost of goods sold, excluding depreciation and amortization | 95,215 | 84,616 |
Depreciation and amortization | 8,432 | 6,881 |
Total cost of goods sold | 103,647 | 91,497 |
Gross margin | 18,476 | 15,755 |
General and administrative expenses | 8,325 | 6,950 |
Income from operations | 10,151 | 8,805 |
Other income (expense): | ||
Interest expense | (7,705) | (3,182) |
Related-party interest expense | (209) | |
Other income | 56 | 132 |
Total other expense, net | (7,649) | (3,259) |
Net income | 2,502 | 5,546 |
Less net loss attributable to noncontrolling partners' interests | 33 | 993 |
Net income attributable to Enviva Partners, LP | $ 2,535 | $ 6,539 |
Net income per unit: | ||
Common - basic (in dollars per unit) | $ 0.08 | $ 0.30 |
Common - diluted (in dollars per unit) | 0.07 | 0.29 |
Subordinated - basic (in dollars per unit) | 0.08 | 0.30 |
Subordinated - diluted (in dollars per unit) | $ 0.08 | $ 0.29 |
Weighted-average number of limited partner units outstanding: | ||
Common - basic (in units) | 14,380 | 12,852 |
Common - diluted (in units) | 15,228 | 13,337 |
Subordinated - basic and diluted (in units) | 11,905 | 11,905 |
General Partner | ||
Other income (expense): | ||
Net income | $ 361 | |
Net income attributable to Enviva Partners, LP | 537 | $ 156 |
Limited Partners | ||
Other income (expense): | ||
Net income attributable to Enviva Partners, LP | 2,535 | 7,494 |
Sampson, LLC Drop-Down | ||
Other income (expense): | ||
Net income | (1,000) | |
Sampson, LLC Drop-Down | General Partner | ||
Other income (expense): | ||
Net income attributable to Enviva Partners, LP | (955) | |
Enviva Partners LP Excluding Sampson Dropdown | ||
Other income (expense): | ||
Net income attributable to Enviva Partners, LP | $ 2,535 | $ 7,494 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Net income | $ 2,502 | $ 5,546 |
Other comprehensive loss: | ||
Net unrealized losses on cash flow hedges | (797) | |
Total other comprehensive loss | (797) | |
Total comprehensive income | 1,705 | 5,546 |
Sampson, LLC Drop-Down | ||
Net income | (1,000) | |
General Partner | ||
Net income | 361 | |
General Partner | Sampson, LLC Drop-Down | ||
Other comprehensive loss: | ||
Total comprehensive income | (955) | |
Enviva Partners LP Excluding Sampson Dropdown | ||
Other comprehensive loss: | ||
Total comprehensive income | 1,705 | 6,501 |
Comprehensive loss attributable to noncontrolling partners' interests | 33 | 993 |
Comprehensive income attributable to Enviva Partners, LP limited partners | $ 1,738 | $ 7,494 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Changes in Partners' Capital - 3 months ended Mar. 31, 2017 - USD ($) $ in Thousands | General Partner | Common Units-Public | Common Units-Sponsor | Subordinated Units-Sponsor | Non-controlling Interests | Accumulated Other Comprehensive Income | Total |
Balance at the beginning of the period at Dec. 31, 2016 | $ (67,393) | $ 239,902 | $ 18,197 | $ 120,872 | $ (2,656) | $ 595 | $ 309,517 |
Balance at the beginning of the period (in units) at Dec. 31, 2016 | 12,980,623 | 1,347,161 | 11,905,138 | ||||
Changes in Partners' Capital | |||||||
Distributions to unitholders, distribution equivalent and incentive distribution rights | (361) | $ (7,507) | $ (721) | $ (6,369) | (14,958) | ||
Issuance of units through Long-Term Incentive Plan | $ 43 | 43 | |||||
Issuance of units through Long-Term Incentive Plan (in units) | 2,000 | ||||||
Issuance of common units, net | $ 1,715 | 1,715 | |||||
Issuance of common units, net (in units) | 63,000 | ||||||
Unit-based compensation | $ 1,671 | 1,671 | |||||
Other comprehensive loss | (797) | (797) | |||||
Net income | 361 | 1,078 | 111 | 985 | (33) | 2,502 | |
Balance at the end of the period at Mar. 31, 2017 | $ (67,393) | $ 236,902 | $ 17,587 | $ 115,488 | $ (2,689) | $ (202) | $ 299,693 |
Balance at the end of the period (in units) at Mar. 31, 2017 | 13,045,894 | 1,347,161 | 11,905,138 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 2,502 | $ 5,546 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 8,436 | 6,893 |
Amortization of debt issuance costs and original issue discounts | 381 | 446 |
General and administrative expenses incurred by Hancock JV prior to Enviva Pellets Sampson, LLC Drop-Down | 661 | |
Loss on disposals of property, plant and equipment | 24 | 1 |
Unit-based compensation | 1,714 | 681 |
Change in fair value of derivatives | (759) | |
Change in operating assets and liabilities: | ||
Accounts receivable, net | 28,192 | 831 |
Related-party receivables | (920) | (289) |
Restricted cash | (938) | |
Prepaid expenses and other assets | (697) | 724 |
Related-party prepaid expenses | (148) | |
Assets held for sale | 345 | |
Inventories | (1,254) | (3,941) |
Other long-term assets | 21 | (121) |
Accounts payable | (6,095) | 3,161 |
Related-party payables | (2,941) | 4,771 |
Accrued liabilities | 2,312 | 427 |
Accrued interest | 6,421 | 45 |
Deferred revenue | (216) | |
Other current liabilities | 22 | (229) |
Net cash provided by operating activities | 35,928 | 19,391 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (5,656) | (12,254) |
Net cash used in investing activities | (5,656) | (12,254) |
Cash flows from financing activities: | ||
Principal payments on debt and capital lease obligations | (17,153) | (29,329) |
Principle payments on related-party debt | (89) | |
Cash paid for related debt issuance costs | (209) | |
Proceeds from debt issuance | 10,000 | 28,500 |
Proceeds from common unit issuance under At-the-Market Offering Program, net | 1,715 | |
Distributions to unitholders, distribution equivalent rights and incentive distribution rights holder | (14,829) | (11,570) |
Contributions from Hancock JV prior to Enviva Pellets Sampson, LLC Drop-Down | 11,861 | |
Distributions to sponsor | (5,002) | |
Contributions from sponsor related to Enviva Pellets Sampson, LLC Drop-Down | 1,651 | |
Net cash used in financing activities | (18,825) | (5,629) |
Net increase in cash and cash equivalents | 11,447 | 1,508 |
Cash and cash equivalents, beginning of period | 466 | 2,128 |
Cash and cash equivalents, end of period | 11,913 | 3,636 |
Non-cash investing and financing activities: | ||
Property, plant and equipment acquired included in accounts payable and accrued liabilities | 9,547 | 18,988 |
Property, plant and equipment transferred from inventories | 153 | 38 |
Depreciation capitalized to inventories | 86 | 198 |
Non-cash capital contributions from Hancock JV prior to Enviva Pellets Sampson, LLC Drop-Down | 81 | |
Distributions included in liabilities | 509 | 83 |
Capitalized insurance included in related-party payables | 89 | |
Capitalized labor included in related-party payables | 244 | |
Property, plant and equipment acquired under capital leases | 1,124 | |
Supplemental information: | ||
Interest paid | $ 853 | $ 2,897 |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
Description of Business and Basis of Presentation | |
Description of Business and Basis of Presentation | (1) Description of Business and Basis of Presentation Description of Business Enviva Partners, LP (the "Partnership") is a publicly traded Delaware limited partnership formed on November 12, 2013, as a wholly owned subsidiary of Enviva Holdings, LP (together with its wholly owned subsidiary Enviva Development Holdings, LLC, where applicable, the "sponsor"). Through its interests in Enviva, LP and Enviva GP, LLC, the general partner of Enviva, LP, the Partnership supplies utility-grade wood pellets 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 Northern 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 a wholly owned deep-water marine terminal in Chesapeake, Virginia, from a deep-water marine terminal in Wilmington, North Carolina owned by a joint venture between the sponsor and certain affiliates of John Hancock Life Insurance Company (the "Hancock JV"), which is consolidated by the sponsor, and from third-party deep-water marine terminals in Mobile, Alabama and Panama City, Florida under long-term contracts. Basis of Presentation On December 14, 2016, under the terms of a contribution agreement by and among the Partnership and the Hancock JV, the Hancock JV sold to the Partnership all of the issued and outstanding limited liability company interests in Enviva Pellets Sampson, LLC ("Sampson") for total consideration of $175.0 million. Sampson owns a wood pellet production plant in Sampson County, North Carolina (the "Sampson plant"). The acquisition (the "Sampson Drop-Down") included the Sampson plant, an approximate ten-year 420,000 metric tons per year ("MTPY") take-or-pay off-take contract with DONG Energy Thermal Power A/S, an approximate 15-year, 95,000 MTPY off-take contract with the Hancock JV and related third-party shipping contracts. The Sampson Drop-Down included the payment of $139.6 million in cash, net of a purchase price adjustment of $5.4 million, to the Hancock JV, the issuance of 1,098,415 unregistered common units representing limited partnership interests in the Partnership (the "common units") at a value of $27.31 per unit, or $30.0 million of common units, to affiliates of John Hancock Life Insurance Company, and the elimination of $1.2 million of related-party receivables and payables, net, included in the net assets on the date of acquisition. The Partnership accounted for the Sampson 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 three months ended March 31, 2016 were retrospectively recast to reflect the Sampson Drop-Down as if it had occurred on May 15, 2013, the date Sampson was originally organized (see Note 2, Transactions Between Entities Under Common Control ). The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim 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 interim condensed consolidated financial statements include all adjustments and accruals that are necessary for a fair presentation of the results of all interim periods presented herein and are of a normal recurring nature. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year. These interim 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, 2016, as filed with the SEC. 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, 2016. 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 interim condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. Summary of Significant Accounting Policies The accounting policies are set forth in the Notes to Consolidated Financial Statements in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2016. There have been no changes to these policies during the three months ended March 31, 2017. Recent and Pending Accounting Pronouncements In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-04, Intangibles—Goodwill and Other . ASU No. 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. The Partnership does not expect the adoption of ASU No. 2017-04 to have a material impact on its results of operations, financial position and cash flows. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , in an effort to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this standard provide a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when 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 integrated set of assets and activities is not a business. The new guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is allowed (1) for transactions for which the acquisition date occurs before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance and (2) for transactions in which a subsidiary is deconsolidated or a group of assets is derecognized that occur before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance. Entities will be required to apply the guidance retrospectively when adopted. The Partnership is in the process of evaluating the impact of the adoption of ASU No. 2017-01 on its condensed consolidated financial statements. In November 2016, the FASB issued ASU No. 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 new guidance is effective for public business entities for fiscal years and interim periods within those years beginning after December 15, 2017. Early adoption in an interim period is permitted, but any adjustments must be reflected as of the beginning of the fiscal year that includes such interim period. Entities will be required to apply the guidance retrospectively when adopted. The Partnership does not expect the adoption of the new standard to have a material effect on the presentation of changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in its statements of cash flows. In August 2016, the FASB issued ASU No. 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. The guidance addresses the classification of cash flows related to (1) debt prepayment or extinguishment costs, (2) settlement of zero-coupon debt instruments or other debt instruments with coupon rates that are insignificant in relation to the effective interest rate of the borrowing, (3) contingent consideration payments made after a business combination, (4) proceeds from the settlement of insurance claims, (5) proceeds from the settlement of corporate-owned life insurance, including bank-owned life insurance, (6) distributions received from equity method investees, (7) beneficial interests in securitization transactions and (8) separately identifiable cash flows and application of the predominance principle. 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 new guidance is effective for public business entities for fiscal years and interim periods within those years beginning after December 15, 2017. The new guidance will require adoption on a retroactive basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. The Partnership does not expect the adoption of the new standard to have a material effect on how cash receipts and cash payments are presented and classified in its consolidated statements of cash flows. In February 2016, the FASB issued ASU No. 2016-02, Leases . Under the new pronouncement, an entity is required to recognize assets and liabilities arising from a lease for all leases with a maximum possible term of more than 12 months. A lessee is required to recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the leased asset (the underlying asset) for the lease term. For most leases of assets other than property (for example, equipment, aircraft, cars, trucks), a lessee would recognize a right-of-use asset and a lease liability, initially measured at the present value of lease payments and recognize the unwinding of the discount on the lease liability as interest separately from the amortization of the right-of-use asset. For most leases of property (that is, land and/or a building or part of a building), a lessee would recognize a right-of-use asset and a lease liability, initially measured at the present value of lease payments and recognize a single lease cost, combining the unwinding of the discount on the lease liability with the amortization of the right-of-use asset, on a straight-line basis. The new guidance is effective for public entities for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. 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. Early adoption is permitted. While the Partnership is continuing to assess all potential qualitative and quantitative impacts of the standard, the Partnership currently expects the new standard to impact its accounting for equipment under operating leases. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers . The new standard provides new guidance on the recognition of revenue and states that an entity should recognize revenue when control of the goods or services transfers to the customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard also requires significantly expanded disclosure regarding qualitative and quantitative information about the nature, timing and uncertainty of revenue and cash flows arising from contracts with customers. The new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Partnership will adopt the new standard effective January 1, 2018. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers—Principal versus Agent Considerations . The new standard clarifies the implementation guidance on principal versus agent considerations. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606) , which provides narrow scope improvements and practical expedients related to ASU No. 2014-09. ASU No. 2014-09 permits the application retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASUs at the date of initial application. The Partnership continues to evaluate the quantitative impact of the adoption. The Partnership has completed its evaluation of its off-take contracts to identify material performance obligations. The Partnership's evaluation considered ASU No. 2016-10, Identifying Performance Obligations and Licensing , issued by the FASB on April 14, 2016, which amends the guidance on identifying performance obligations and the implementation guidance on licensing. The guidance permits an entity to account for shipping and handling activities occurring after control has passed to the customer as a fulfillment activity rather than as a revenue element. Based on its consideration of ASU No. 2016-10, the Partnership has elected to account for shipping and handling activities as a fulfillment activity, consistent with its current policy. The Partnership continues to assess the timing of revenue recognition under the new guidance and whether certain transactions currently presented on a net basis, should be recognized as principal sales on a gross basis. |
Transactions Between Entities U
Transactions Between Entities Under Common Control | 3 Months Ended |
Mar. 31, 2017 | |
Transactions Between Entities Under Common Control | |
Transactions Between Entities Under Common Control | (2) Transactions Between Entities Under Common Control Recast of Historical Financial Statements The financial statements for the three months ended March 31, 2016 have been recast to reflect the Sampson Drop-Down as if it had occurred on May 15, 2013, the date Sampson was originally organized. The following table presents the changes to previously reported amounts in the unaudited interim condensed consolidated balance sheet as of March 31, 2016 included in the Partnership's quarterly report on Form 10-Q for the quarter ended March 31, 2016: Three Months Ended March 31, 2016 As Reported Enviva Pellets Total (Recast) Cash and cash equivalents $ $ — $ Property, plant and equipment, net of accumulated depreciation Goodwill and intangibles — Other assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts payable and accrued liabilities $ $ $ Total long-term debt — Other liabilities — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total liabilities Partners' capital ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total liabilities and partners' capital $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The following table presents the changes to previously reported amounts in the unaudited interim condensed consolidated statements of income for the three months ended March 31, 2016 included in the Partnership's quarterly report on Form 10-Q for the quarter ended March 31, 2016: Three Months Ended March 31, 2016 As Reported Enviva Pellets Total (Recast) Net revenue $ $ — $ Net income (loss) ) Less net loss attributable to noncontrolling partners' interests Net income attributable to Enviva Partners, LP ) Net loss attributable to general partner — ) ) Net income attributable to Enviva Partners, LP limited partners — The following table presents the changes to previously reported amounts in the unaudited interim condensed consolidated statement of cash flows for the three months ended March 31, 2016 included in the Partnership's quarterly report on Form 10-Q for the quarter ended March 31, 2016: Three Months Ended March 31, 2016 As Reported Enviva Pellets Total (Recast) Net cash provided by (used in) operating activities $ $ ) $ Net cash used in investing activities ) ) ) Net cash (used in) provided by financing activities ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net increase (decrease) in cash and cash equivalents $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Significant Risks and Uncertain
Significant Risks and Uncertainties Including Business and Credit Concentrations | 3 Months Ended |
Mar. 31, 2017 | |
Significant Risks and Uncertainties Including Business and Credit Concentrations | |
Significant Risks and Uncertainties Including Business and Credit Concentrations | (3) 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 (the "E.U.") as well as its member states. If the E.U. or its member states 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. Three customers accounted for 97% of the Partnership's product sales during the three months ended March 31, 2017 and two customers accounted for 91% of the Partnership's product sales during the three months ended March 31, 2016. 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: March 31, 2017 March 31, 2016 (Recast) Customer A % % Customer B % % Customer C — % — % Customer D % — % 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 and does not believe it has any significant risk in this area. |
Restricted Cash
Restricted Cash | 3 Months Ended |
Mar. 31, 2017 | |
Restricted Cash | |
Restricted Cash | (4) Restricted Cash As of March 31, 2017, cash of $0.9 million is restricted as to withdrawal and use pursuant to a security agreement. The unused portion of the restricted cash balance will be returned to the Partnership upon satisfaction of all obligations. There was no restricted cash as of December 31, 2016. |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment | |
Property, Plant and Equipment | (5) Property, Plant and Equipment Property, plant and equipment consisted of the following at: March 31, December 31, Land $ $ Land improvements Buildings Machinery and equipment Vehicles Furniture and office equipment ​ ​ ​ ​ ​ ​ ​ ​ Less accumulated depreciation ) ) ​ ​ ​ ​ ​ ​ ​ ​ Construction in progress ​ ​ ​ ​ ​ ​ ​ ​ Total property, plant and equipment, net $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total depreciation expense was $8.4 million and $6.1 million for the three months ended March 31, 2017 and 2016, respectively. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2017 | |
Inventories | |
Inventories | (6) Inventories Inventories consisted of the following at: March 31, December 31, Raw materials and work-in-process $ $ Consumable tooling Finished goods ​ ​ ​ ​ ​ ​ ​ ​ Total inventories $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments | |
Derivative Instruments | (7) 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 on certain forecasted revenue 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. Cash Flow Hedges Foreign Currency Exchange Risk The Partnership is 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"). Deliveries under these off-take contracts are expected to begin in late 2017 and 2019. The Partnership has 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 these instruments as cash flow hedges. For these 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. The Partnership's outstanding cash flow hedges at March 31, 2017 expire on dates between 2017 and 2021. 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 elected to discontinue hedge accounting as of December 14, 2016 following the repayment of a portion of its outstanding indebtedness under its 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 March 31, 2017. 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. The fair values of cash flow hedging instruments included in the unaudited interim condensed consolidated balance sheet as of March 31, 2017 were as follows: Balance Sheet Location Asset Liability Derivatives designated as hedging instruments: Forward contracts: Foreign currency exchange forward contracts Prepaid and other current assets $ $ — Foreign currency exchange forward contracts Other long-term assets — Foreign currency exchange forward contracts Other current liabilities — Foreign currency exchange forward contracts Other long-term liabilities — Purchased options: Foreign currency purchased option contracts Prepaid and other current assets — Foreign currency purchased option contracts Other long-term assets — Interest rate swap: Interest rate swap Other current assets — Interest rate swap Other long-term assets — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total derivatives designated as hedging instruments $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivatives not designated as hedging instruments: Forward contracts Prepaid and other current assets $ $ — The fair values of cash flow hedging instruments included in the condensed consolidated balance sheet as of December 31, 2016 were as follows: Balance Sheet Location Asset Liability Derivatives designated as hedging instruments: Forward contracts: Foreign currency exchange forward contracts Prepaid and other current assets $ $ — Foreign currency exchange forward contracts Other long-term assets — Foreign currency exchange forward contracts Other long-term liabilities — Purchased options: Foreign currency purchased option contracts Other long-term assets — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total derivatives designated as hedging instruments $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivatives not designated as hedging instruments: Interest rate swap Other long-term assets $ $ — The effects of instruments designated as cash flow hedges, the related changes in accumulated other comprehensive income and the gains and losses in income for the three months ended March 31, 2017 were as follows: Amount of Gain Location of Amount of Location of Gain Amount of Gain Foreign exchange contracts $ Product sales $ — Product sales $ ) Foreign exchange contracts Other revenue — Other revenue — Purchased options ) Product sales — Product sales — Interest rate swap Other income (expense) ) Other income (expense) The estimated net amount of existing gains and losses in accumulated other comprehensive income associated with derivative instruments expected to be transferred to the consolidated statements of income during the next twelve months is a gain of approximately $0.1 million, net. The notional amounts of outstanding derivative instruments designated as cash flow hedges associated with outstanding or unsettled derivative instruments as of March 31, 2017 were as follows: Foreign exchange forward contracts £32,370 Foreign exchange purchased option contracts £18,610 Foreign exchange forward contracts € Interest rate swap $ The notional amounts of outstanding derivative instruments designated as cash flow hedges associated with outstanding or unsettled derivative instruments as of December 31, 2016 were as follows: Foreign exchange forward contracts £25,270 Foreign exchange purchased option contracts £ The Partnership did not have derivative instruments designated as cash flow hedges during the three months ended March 31, 2016. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Measurements | |
Fair Value Measurements | (8) Fair Value Measurements The amounts reported in the unaudited interim 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 and accrued and other current 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 due to the usage of market prices not quoted on active markets and other observable market data. The carrying amount of derivative instruments approximates fair value as of March 31, 2017 and December 31, 2016. The carrying amount and estimated fair value of long-term debt and capital lease obligations as of March 31, 2017 and December 31, 2016 were as follows: March 31, 2017 December 31, 2016 Carrying Fair Value Carrying Fair Value Long-term debt and capital lease obligations including current portion $ $ $ $ The fair value of long-term debt and capital lease obligations is estimated based upon rates currently available for debt with similar terms and remaining maturities. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Other Intangible Assets | |
Goodwill and Other Intangible Assets | (9) Goodwill and Other Intangible Assets Intangible Assets Intangible assets consisted of the following at: March 31, 2017 December 31, 2016 Amortization Gross Accumulated Net Gross Accumulated Net Favorable customer contracts 3 years $ $ ) $ $ $ ) $ Wood pellet contract 6 years ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total intangible assets $ $ ) $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Intangible assets include favorable customer contracts acquired in connection with the Partnership's purchase of Green Circle Bio Energy, Inc. in January 2015. The Partnership also recorded payments made to acquire a six-year wood pellet contract with a European utility in 2010 as an intangible asset. These costs are recoverable through the future revenue streams generated from the associated contract and are closely related to the revenue from the customer contract. The Partnership amortizes the customer contract intangible assets as deliveries are completed during the respective contract terms. During the three months ended March 31, 2017 and 2016, $0.1 million and $0.8 million, respectively, were included in cost of goods sold in the accompanying unaudited interim condensed consolidated statements of income. The estimated aggregate maturities of amortization expense for the next five years are as follows: April 1, 2017 through December 31, 2017 $ Year ending December 31, 2018 Year ending December 31, 2019 — Year ending December 31, 2020 — Year ending December 31, 2021 — Thereafter — ​ ​ ​ ​ ​ Total $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Assets Held for Sale
Assets Held for Sale | 3 Months Ended |
Mar. 31, 2017 | |
Assets Held for Sale | |
Assets Held for Sale | (10) Assets Held for Sale The Partnership has a controlling interest in Enviva Pellets Wiggins, LLC ("Enviva Pellets Wiggins"), an entity that owns a wood pellet production plant in Stone County, Mississippi (the "Wiggins plant"). Enviva Pellets Wiggins is a joint venture controlled and consolidated by the Partnership. In December 2016, the Partnership, with the authorization of the Partnership's board of directors, initiated a plan, and entered into a purchase and sale agreement, to sell the Wiggins plant. In December 2016, the Partnership reclassified the Enviva Pellets Wiggins assets to current assets held for sale and ceased depreciation. On January 20, 2017, the purchase and sale agreement terminated when the buyer failed to pay the purchase price. As of March 31, 2017, all operations at the Wiggins plant have ceased and the plant remains available for immediate sale. The Partnership remains in active negotiations with a buyer for the Enviva Pellets Wiggins assets. |
Long-Term Debt and Capital Leas
Long-Term Debt and Capital Lease Obligations | 3 Months Ended |
Mar. 31, 2017 | |
Long-Term Debt and Capital Lease Obligations | |
Long-Term Debt and Capital Lease Obligations | (11) Long-Term Debt and Capital Lease Obligations Long-term debt, at carrying value which approximates fair value, and capital lease obligations is composed of the following: March 31, December 31, Senior Notes, net of unamortized discount and debt issuance of $6.0 million as of March 31, 2017 and $6.2 million as of December 31, 2016 $ $ Senior Secured Credit Facilities, Tranche A-1 Advances, net of unamortized discount and debt issuance costs of $1.4 million as of March 31, 2017 and December 31, 2016 Senior Secured Credit Facilities, Tranche A-3 Advances, net of unamortized discount and debt issuance costs of $0.1 million as of March 31, 2017 and $0.2 December 31, 2016 Senior Secured Credit Facilities, revolving credit commitments, at a Eurodollar Rate of 7.0% at December 31, 2016 — Other loans Capital leases ​ ​ ​ ​ ​ ​ ​ ​ Total long-term debt and capital lease obligations Less current portion of long-term debt and capital lease obligations ) ) ​ ​ ​ ​ ​ ​ ​ ​ Long-term debt and capital lease obligations, excluding current installments $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Senior Notes Due 2021 On November 1, 2016, the Partnership and Enviva Finance Corp. (together with the Partnership, 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 in a private placement under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the "Senior Notes Offering"). Interest payments will be due semi-annually in arrears on May 1 and November 1, commencing May 1, 2017. The Partnership recorded $6.4 million in 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. 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 the Sampson Drop-Down and $159.8 million to repay borrowings, including accrued interest, under the Senior Secured Credit Facilities. In connection with the Senior Notes Offering, the Partnership entered into a registration rights agreement among the Issuers, the guarantors of the Senior Notes and JP Morgan Securities LLC, as representative of the several initial purchasers of each series of the Senior Notes. Pursuant to the registration rights agreement, the Issuers and the guarantors agreed to use commercially reasonable efforts to file a registration statement with the SEC to offer to exchange the Senior Notes for newly issued registered notes with terms substantially identical in all material respects to the Senior Notes (except that the registered notes will not be subject to restrictions on transfer) (the "Exchange Offer"), and cause the registration statement to become effective within 365 days of the closing date of the Senior Notes Offering. If the Exchange Offer is not completed on or before the 365th day following the Senior Notes Offering, the annual interest rate on the Senior Notes will increase by 0.25% per annum (with an additional 0.25% per annum increase for each subsequent 90-day period that such additional interest continues to accrue, up to a maximum total additional interest rate increase of 1.00% per annum). 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 additional notes) 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 notes issued under the indenture governing the Senior Notes (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 % 2019 % 2020 and thereafter % The Senior Notes contain certain 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 March 31, 2017 and December 31, 2016, 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 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 On April 9, 2015, the Partnership entered into a credit agreement (the "Credit Agreement") providing for $199.5 million aggregate principal amount of senior secured credit facilities (the "Original Credit Facilities"). The Original Credit Facilities consisted of (i) $99.5 million aggregate principal amount of Tranche A-1 advances, (ii) $75.0 million aggregate principal amount of Tranche A-2 advances and (iii) revolving credit commitments in an aggregate principal amount at any time outstanding, taken together with the face amount of letters of credit, not in excess of $25.0 million. The Partnership is also able to request loans under incremental facilities under the Credit Agreement on the terms and conditions and in the maximum aggregate principal amounts set forth therein, provided that lenders provide commitments to make loans under such incremental facilities. On December 11, 2015, the Partnership entered into the First Incremental Term Loan Assumption Agreement (the "Assumption Agreement") providing for $36.5 million of incremental borrowings (the "Incremental Term Advances" and, together with the Original Credit Facilities, the "Senior Secured Credit Facilities") under the Credit Agreement. The Incremental Term Advances consisted of (i) $10.0 million aggregate principal amount of Tranche A-3 advances and (ii) $26.5 million aggregate principal amount of Tranche A-4 advances. Enviva FiberCo, LLC ("Enviva FiberCo"), an affiliate and a wholly owned subsidiary of the sponsor, became a lender pursuant to the Credit Agreement with a purchase of $15.0 million aggregate principal amount of the Tranche A-4 advances, net of a 1.0% lender fee. On June 30, 2016, Enviva FiberCo assigned all of its rights and obligations in its capacity as a lender to a third party. The Partnership recorded $0.2 million as interest expense related to this indebtedness during the three months ended March 31, 2016. On October 17, 2016, the Partnership entered into a second amendment to the Credit Agreement (the "Second Amendment") under the Partnership's Senior Secured Credit Facilities. Following the consummation of the Sampson Drop-Down, the Second Amendment provided for an increase from $25.0 million to $100.0 million of the revolving credit commitments. On December 14, 2016, proceeds from the Senior Notes were used to repay all outstanding indebtedness, including accrued interest, of $74.7 million for Tranche A-2 and $26.5 million for Tranche A-4, under the Senior Secured Credit Facilities, and to repay a portion of the outstanding indebtedness, including accrued interest, of $53.6 million for Tranche A-1 and $5.1 million for Tranche A-3 under the Senior Secured Credit Facilities. For the year ended December 31, 2016, the Partnership recorded a $4.4 million loss on early retirement of debt obligation related to the repayments. 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 Partnership had $4.0 million of letters of credit outstanding under the letters of credit facilities as of March 31, 2017 and December 31, 2016. The letters of credit were issued in connection with contracts between the Partnership and third parties, in the ordinary course of business. The Partnership had $6.5 million outstanding under the revolving credit commitments as of December 31, 2016. The Partnership had no amount outstanding under the revolving credit commitments as of March 31, 2017. As of March 31, 2017 and December 31, 2016, the Partnership was in compliance with all covenants and restrictions associated with, and no events of default existed under, the Credit Agreement. The Partnership's obligations under the Credit Agreement are guaranteed by certain of the Partnership's subsidiaries and secured by liens on substantially all its assets. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions | |
Related Party Transactions | (12) Related-Party Transactions Management Services Agreement On April 9, 2015, the Partnership, Enviva Partners GP, LLC, its general partner (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 Enviva Holdings, LP, 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, including without limitation: (i) the portion of the salary and benefits of the employees engaged in providing the Services reasonably allocable to the Service Recipients; (ii) the charges and expenses of any third party retained to provide any portion of the Services; (iii) office rent and expenses and other overhead costs incurred in connection with, or reasonably allocable to, providing the Services; (iv) amounts related to the payment of taxes related to the business of the Service Recipients; and (v) 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 months ended March 31, 2017, the Partnership incurred $14.2 million related to the MSA. Of this amount, $10.5 million is included in cost of goods sold and $2.6 million is included in general and administrative expenses on the unaudited interim condensed consolidated statements of income. At March 31, 2017, $1.1 million incurred under the MSA is included in finished goods inventory. During the three months ended March 31, 2016, the Partnership incurred $12.8 million related to the MSA. Of this amount, $8.0 million is included in cost of goods sold and $4.1 million is included in general and administrative expenses on the unaudited interim condensed consolidated statements of income. At March 31, 2016, $0.7 million incurred under the MSA is included in finished goods inventory. As of March 31, 2017 and December 31, 2016, the Partnership had $6.2 million and $10.6 million, respectively, included in related-party payables related to the MSA. Common Control Transactions On December 14, 2016, the Hancock JV contributed to Enviva, LP all of the issued and outstanding limited liability company interests in Sampson for total consideration of $175.0 million (see Note 1, Description of Business and Basis of Presentation ). Enviva FiberCo, LLC The Partnership purchases raw materials from Enviva FiberCo. Raw material purchases during the three months ended March 31, 2017 and 2016 from Enviva FiberCo were $1.8 million and $0.9 million, respectively. Related-Party Indemnification In connection with the Sampson Drop-Down, the 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. At March 31, 2017 and December 31, 2016, accrued liabilities related to such indemnifiable costs and losses included $6.4 million related to work performed by certain vendors. The Partnership recorded a corresponding related-party receivable from the Hancock JV of $6.4 million for reimbursement of these amounts (see Note 1, Description of Business and Basis of Presentation ). Terminal Services Agreement On December 14, 2016, Enviva, LP and Enviva Port of Wilmington, LLC ("Wilmington"), a wholly owned subsidiary of the Hancock JV, entered into a terminal services agreement pursuant to which wood pellets produced at the Sampson plant are transported by truck to the marine terminal in Wilmington, North Carolina (the "Wilmington terminal"), where they are received, stored and ultimately loaded onto oceangoing vessels for transport to the Partnership's customers. During the three months ended March 31, 2017, terminal services of $0.7 million were expensed and are included in cost of goods sold on the unaudited interim consolidated statements of operations. No terminal services were provided by the Wilmington terminal to the Partnership during the three months ended March 31, 2016. Biomass Purchase Agreement—Hancock JV On April 9, 2015, Enviva, LP entered into a master biomass purchase and sale agreement (the "Biomass Purchase Agreement") with the Hancock JV pursuant to which the Hancock JV sold to Enviva, LP, at a fixed price per metric ton, certain volumes of wood pellets per month. The Partnership sold the wood pellets purchased from the Hancock JV to customers under the Partnership's existing off-take contracts. Such confirmation was terminated on December 11, 2015. On September 26, 2016, Enviva, LP and Sampson entered into two confirmations under the Biomass Purchase Agreement pursuant to which Enviva, LP agreed to sell to Sampson 140,000 metric tons of wood pellets, and Sampson agreed to sell to Enviva, LP, 140,000 metric tons of wood pellets. The confirmation pursuant to which Enviva, LP agreed to sell wood pellets to Sampson under the Biomass Purchase Agreement was terminated in connection with the Sampson Drop-Down. Biomass Option Agreement—Enviva Holdings, LP On February 3, 2017, Enviva, LP entered into a master biomass purchase and sale agreement and a confirmation thereto, each with the sponsor (together, the "Option Contract"), pursuant to which Enviva, LP has 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. During the three months ended March 31, 2017, pursuant to the Option Contract, Enviva, LP purchased $1.6 million of wood pellets from the sponsor, which, after delivery to the customer, is included in cost of goods sold in the Partnership's unaudited interim condensed consolidated statements of income. Related-Party Indebtedness On December 11, 2015, Enviva FiberCo became a lender pursuant to the Credit Agreement with a purchase of $15.0 million aggregate principal amount of the Tranche A-4 term advances, net of a 1.0% lender fee. On June 30, 2016, Enviva FiberCo assigned all of its rights and obligations in its capacity as a lender to a third party. The Partnership recorded $0.2 million as related-party interest expense related to this indebtedness during the three months ended March 31, 2016. Related-Party Notes Payable On January 22, 2016, a noncontrolling interest holder in Enviva Pellets Wiggins became the holder of the $3.3 million Enviva Pellets Wiggins construction loan and working capital line. There were no changes to the terms of the loans. The loans were paid in full on the October 18, 2016 maturity date. Related-party interest expense associated with the related-party notes payable was insignificant during the three months ended March 31, 2016. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Taxes | |
Income Taxes | (13) Income Taxes The Partnership's U.S. operations are organized as limited partnerships and entities that are disregarded for federal and state income tax purposes. As a result, the Partnership is not subject to U.S. federal or 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 March 31, 2017, the periods subject to examination for federal and state income tax returns are 2013 through 2016. 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, interest or penalties have been recorded. For the three months ended March 31, 2017 and 2016, no provision for federal or state income taxes has been recorded in the consolidated financial statements. |
Partners' Capital
Partners' Capital | 3 Months Ended |
Mar. 31, 2017 | |
Partners' Capital | |
Partners' Capital | (14) Partners' Capital 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. Normal allocations according to percentage interests are made after giving effect, if any, to priority income allocations in an amount equal to incentive cash distributions allocated 100% to the General Partner. Incentive Distribution Rights Incentive distribution rights ("IDRs") represent the right to receive increasing percentages (ranging from 15.0% to 50.0%) of quarterly distributions from operating surplus after distributions in amounts exceeding specified target distribution levels have been reached 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 March 31, 2017, the Partnership sold 63,577 common units under the Equity Distribution Agreement 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. No common units were sold under the Equity Distribution Agreement during the three months ended March 31, 2016. Sampson Drop-Down As partial consideration for the Sampson Drop-Down, the Partnership issued 1,098,415 unregistered common units at a price of $27.31 per unit, or $30.0 million of common units, to affiliates of John Hancock Life Insurance Company (see Note 2, Transactions Between Entities Under Common Control ). Cash Distributions to Unitholders 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): Quarter Ended Declaration Record Payment Distribution Total Cash Total March 31, 2016 May 4, 2016 May 16, 2016 May 27, 2016 $ $ $ June 30, 2016 August 3, 2016 August 15, 2016 August 29, 2016 $ $ $ September 30, 2016 November 2, 2016 November 14, 2016 November 29, 2016 $ $ $ December 31, 2016 February 1, 2017 February 15, 2017 February 28, 2017 $ $ $ March 31, 2017 May 3, 2017 May 18, 2017 May 30, 2017 $ $ $ 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. Additionally, if, during the subordination period, the Partnership does not have enough cash available to make the required minimum distribution to the common unitholders, the Partnership will allocate net earnings to the common unitholders based on the amount of distributions in arrears. When actual cash distributions are made based on distributions in arrears, those cash distributions will not be allocated to the common unitholders, as such earnings were allocated in previous quarters. Accumulated Other Comprehensive Income Comprehensive income consists of two components: net income and other comprehensive income. Other comprehensive income refers to revenue, expenses and gains and losses that under GAAP are included in comprehensive income but excluded from net income. The Partnership's other comprehensive income consists of unrealized gains and losses related to derivative instruments accounted for as cash flow hedges. There was no other comprehensive income for the three months ended March 31, 2016. The following table presents the changes in accumulated other comprehensive income for the three months ended March 31, 2017: Unrealized Balance at December 31, 2016 $ Net unrealized losses ) Reclassification of net gains to net income ) ​ ​ ​ ​ ​ Accumulated other comprehensive income $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Noncontrolling Interests—Enviva Pellets Wiggins, LLC The Partnership has a controlling interest in Enviva Pellets Wiggins. The Partnership and the former owners of Enviva Pellets Wiggins each initially held 10.0 million voting Series B units in the joint venture. The Partnership committed to invest up to $10.0 million in expansion and other capital for the Wiggins plant in return for 10.0 million non-voting Series A units in the joint venture. Due to the capital requirements of Enviva Pellets Wiggins, its board of managers approved the investment by the Partnership of up to an additional $10.0 million in return for 10.0 million Series A units and 10.0 million Series B units. At March 31, 2017 and December 31, 2016, the Partnership held 20.0 million of the 30.0 million outstanding Series B units, respectively, which accounted for a 67% controlling interest in Enviva Pellets Wiggins. A prior owner of Enviva Pellets Wiggins who is currently a holder of an interest in Series B units of Enviva Pellets Wiggins owns 0.5 million Series A units, which were acquired for a cash contribution of $0.5 million under an option granted as part of the formation of Enviva Pellets Wiggins. Board and voting control still resides with the Partnership. In December 2016, the Partnership executed a purchase and sale agreement to sell substantially all of the assets of Enviva Pellets Wiggins for consideration of $2.7 million, with the closing of the transaction scheduled for January 20, 2017. On January 20, 2017, the purchase and sale agreement terminated when the buyer failed to pay the purchase price and the Partnership ceased operations at the Wiggins plant (See Note 10, Assets Held for Sale ). The Partnership remains in active negotiations with a buyer for the assets of Enviva Pellets Wiggins. Noncontrolling Interests—Hancock JV Sampson was a wholly owned subsidiary of the Hancock JV prior to the consummation of the Sampson Drop-Down. The Partnership's financial statements have been recast to include the financial results of Sampson as if the consummation of the Sampson Drop-Down had occurred on May 15, 2013, the date Sampson was originally organized. The Partnership's financial statements include the Hancock JV's noncontrolling interest for the periods prior to the consummation of the Sampson Drop-Down. The Partnership's unaudited interim condensed consolidated statements of income for the three months ended March 31, 2016 includes net losses of $1.0 million attributable to the noncontrolling interests in Sampson. |
Equity-Based Awards
Equity-Based Awards | 3 Months Ended |
Mar. 31, 2017 | |
Equity-Based Awards | |
Equity-Based Awards | (15) Equity-Based Awards The following table summarizes information regarding phantom unit awards to employees of the Provider under the Enviva Partners, LP Long-Term Incentive Plan ("LTIP") who provide services to the Partnership (the "Affiliate Grants"): Phantom Units Performance Based Total Affiliate Grant Units Weighted- Units Weighted- Units Weighted- Nonvested December 31, 2016 $ $ $ Granted $ $ $ Forfeitures — $ — — $ — — $ — Vested — $ — — $ — — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nonvested March 31, 2017 $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Determined by dividing the aggregate grant date fair value of awards by the number of awards issued. The following table summarizes information regarding phantom unit awards under the LTIP to certain non-employee directors of the General Partner (the "Director Grants"): Phantom Units Performance-Based Total Director Grants Units Weighted- Units Weighted- Units Weighted- Nonvested December 31, 2016 $ — $ — $ Granted $ — $ — $ Forfeitures — $ — — $ — — $ — Vested — $ — — $ — — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nonvested March 31, 2017 $ — $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Determined by dividing the aggregate grant date fair value of awards by the number of awards issued. On February 3, 2017, Director Grants valued at $0.4 million were granted and vest on the first anniversary of the grant date, February 3, 2018. On May 4, 2017, the Director Grants that were nonvested at December 31, 2016 vested and common units were issued. The distribution equivalent rights ("DERs") associated with the Director Grants and the Affiliate Grants 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 performance-based Affiliate Grants will remain outstanding and unpaid from the grant date until the earlier of the settlement or forfeiture of the related phantom units. Distributions related to DERs for the three months ended March 31, 2016 were not significant. |
Net Income per Limited Partner
Net Income per Limited Partner Unit | 3 Months Ended |
Mar. 31, 2017 | |
Net Income per Limited Partner Unit | |
Net Income per Limited Partner Unit | (16) Net Income per Limited Partner Unit Net income per unit applicable to limited partners (including subordinated unitholders) is computed by dividing limited partners' interest in net income, after deducting any incentive distributions, by the weighted-average number of outstanding common and subordinated units. The Partnership's net income 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 allocations used in the calculation of earnings per unit. 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 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. The following provides a reconciliation of net income and the assumed allocation of net income under the two-class method for purposes of computing net income per unit for the three months ended March 31, 2017 and 2016: Three Months ended March 31, Common Subordinated General (in thousands) Weighted-average common units outstanding—basic — Effect of nonvested phantom units — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average common units outstanding—diluted — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2017 Common Subordinated General Total (in thousands, except per unit amounts) Distributions declared $ $ $ $ Earnings less than distributions ) ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income attributable to partners $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average units outstanding—basic Weighted-average units outstanding—diluted Net income per limited partner unit—basic $ $ Net income per limited partner unit—diluted $ $ Three Months ended March 31, Common Subordinated General (in thousands) Weighted-average common units outstanding—basic — Effect of nonvested phantom units — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average common units outstanding—diluted — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2016 Common Subordinated General Total (in thousands, except per unit amounts) Distributions declared $ $ $ $ Earnings less than distributions ) ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income attributable to partners $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average units outstanding—basic Weighted-average units outstanding—diluted Net income per limited partner unit—basic $ $ Net income per limited partner unit—diluted $ $ |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events | |
Subsequent Events | (17) Subsequent Event Enviva Port of Wilmington, LLC Acquisition The Partnership has agreed to purchase Wilmington from the Hancock JV for total consideration of $130.0 million. The acquisition of Wilmington (the "Wilmington Drop-Down") is expected to close on or about October 2, 2017 with an initial payment of $56.0 million and is subject to customary closing conditions. Wilmington owns the Wilmington terminal, a fully operational deep-water marine terminal in Wilmington, North Carolina. Wilmington is party to long-term terminal services agreements to receive, store and load wood pellets from the Sampson plant and wood pellets for the sponsor produced by a third party production plant. In addition, Wilmington has entered into a long-term terminal services agreement with the Hancock JV to receive, store and load wood pellets from the planned production plant in Hamlet, North Carolina (the "Hamlet plant"), expected to be completed by the sponsor in late 2018. Upon first deliveries to the Wilmington terminal from the Hamlet plant, the Partnership will make another payment of $74.0 million, subject to certain conditions. |
Description of Business and B25
Description of Business and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Description of Business and Basis of Presentation | |
Basis of Presentation | Basis of Presentation On December 14, 2016, under the terms of a contribution agreement by and among the Partnership and the Hancock JV, the Hancock JV sold to the Partnership all of the issued and outstanding limited liability company interests in Enviva Pellets Sampson, LLC ("Sampson") for total consideration of $175.0 million. Sampson owns a wood pellet production plant in Sampson County, North Carolina (the "Sampson plant"). The acquisition (the "Sampson Drop-Down") included the Sampson plant, an approximate ten-year 420,000 metric tons per year ("MTPY") take-or-pay off-take contract with DONG Energy Thermal Power A/S, an approximate 15-year, 95,000 MTPY off-take contract with the Hancock JV and related third-party shipping contracts. The Sampson Drop-Down included the payment of $139.6 million in cash, net of a purchase price adjustment of $5.4 million, to the Hancock JV, the issuance of 1,098,415 unregistered common units representing limited partnership interests in the Partnership (the "common units") at a value of $27.31 per unit, or $30.0 million of common units, to affiliates of John Hancock Life Insurance Company, and the elimination of $1.2 million of related-party receivables and payables, net, included in the net assets on the date of acquisition. The Partnership accounted for the Sampson 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 three months ended March 31, 2016 were retrospectively recast to reflect the Sampson Drop-Down as if it had occurred on May 15, 2013, the date Sampson was originally organized (see Note 2, Transactions Between Entities Under Common Control ). The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim 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 interim condensed consolidated financial statements include all adjustments and accruals that are necessary for a fair presentation of the results of all interim periods presented herein and are of a normal recurring nature. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year. These interim 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, 2016, as filed with the SEC. 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, 2016. |
Use of Estimates | 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 interim condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. |
Recent and Pending Accounting Pronouncements | Recent and Pending Accounting Pronouncements In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-04, Intangibles—Goodwill and Other . ASU No. 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. The Partnership does not expect the adoption of ASU No. 2017-04 to have a material impact on its results of operations, financial position and cash flows. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , in an effort to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this standard provide a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when 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 integrated set of assets and activities is not a business. The new guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is allowed (1) for transactions for which the acquisition date occurs before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance and (2) for transactions in which a subsidiary is deconsolidated or a group of assets is derecognized that occur before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance. Entities will be required to apply the guidance retrospectively when adopted. The Partnership is in the process of evaluating the impact of the adoption of ASU No. 2017-01 on its condensed consolidated financial statements. In November 2016, the FASB issued ASU No. 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 new guidance is effective for public business entities for fiscal years and interim periods within those years beginning after December 15, 2017. Early adoption in an interim period is permitted, but any adjustments must be reflected as of the beginning of the fiscal year that includes such interim period. Entities will be required to apply the guidance retrospectively when adopted. The Partnership does not expect the adoption of the new standard to have a material effect on the presentation of changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in its statements of cash flows. In August 2016, the FASB issued ASU No. 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. The guidance addresses the classification of cash flows related to (1) debt prepayment or extinguishment costs, (2) settlement of zero-coupon debt instruments or other debt instruments with coupon rates that are insignificant in relation to the effective interest rate of the borrowing, (3) contingent consideration payments made after a business combination, (4) proceeds from the settlement of insurance claims, (5) proceeds from the settlement of corporate-owned life insurance, including bank-owned life insurance, (6) distributions received from equity method investees, (7) beneficial interests in securitization transactions and (8) separately identifiable cash flows and application of the predominance principle. 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 new guidance is effective for public business entities for fiscal years and interim periods within those years beginning after December 15, 2017. The new guidance will require adoption on a retroactive basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. The Partnership does not expect the adoption of the new standard to have a material effect on how cash receipts and cash payments are presented and classified in its consolidated statements of cash flows. In February 2016, the FASB issued ASU No. 2016-02, Leases . Under the new pronouncement, an entity is required to recognize assets and liabilities arising from a lease for all leases with a maximum possible term of more than 12 months. A lessee is required to recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the leased asset (the underlying asset) for the lease term. For most leases of assets other than property (for example, equipment, aircraft, cars, trucks), a lessee would recognize a right-of-use asset and a lease liability, initially measured at the present value of lease payments and recognize the unwinding of the discount on the lease liability as interest separately from the amortization of the right-of-use asset. For most leases of property (that is, land and/or a building or part of a building), a lessee would recognize a right-of-use asset and a lease liability, initially measured at the present value of lease payments and recognize a single lease cost, combining the unwinding of the discount on the lease liability with the amortization of the right-of-use asset, on a straight-line basis. The new guidance is effective for public entities for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. 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. Early adoption is permitted. While the Partnership is continuing to assess all potential qualitative and quantitative impacts of the standard, the Partnership currently expects the new standard to impact its accounting for equipment under operating leases. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers . The new standard provides new guidance on the recognition of revenue and states that an entity should recognize revenue when control of the goods or services transfers to the customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard also requires significantly expanded disclosure regarding qualitative and quantitative information about the nature, timing and uncertainty of revenue and cash flows arising from contracts with customers. The new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Partnership will adopt the new standard effective January 1, 2018. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers—Principal versus Agent Considerations . The new standard clarifies the implementation guidance on principal versus agent considerations. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606) , which provides narrow scope improvements and practical expedients related to ASU No. 2014-09. ASU No. 2014-09 permits the application retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASUs at the date of initial application. The Partnership continues to evaluate the quantitative impact of the adoption. The Partnership has completed its evaluation of its off-take contracts to identify material performance obligations. The Partnership's evaluation considered ASU No. 2016-10, Identifying Performance Obligations and Licensing , issued by the FASB on April 14, 2016, which amends the guidance on identifying performance obligations and the implementation guidance on licensing. The guidance permits an entity to account for shipping and handling activities occurring after control has passed to the customer as a fulfillment activity rather than as a revenue element. Based on its consideration of ASU No. 2016-10, the Partnership has elected to account for shipping and handling activities as a fulfillment activity, consistent with its current policy. The Partnership continues to assess the timing of revenue recognition under the new guidance and whether certain transactions currently presented on a net basis, should be recognized as principal sales on a gross basis. |
Transactions Between Entities26
Transactions Between Entities Under Common Control (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Transactions Between Entities Under Common Control | |
Schedule of changes to previously reported amounts of the Entity's condensed consolidated balance sheets | Three Months Ended March 31, 2016 As Reported Enviva Pellets Total (Recast) Cash and cash equivalents $ $ — $ Property, plant and equipment, net of accumulated depreciation Goodwill and intangibles — Other assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts payable and accrued liabilities $ $ $ Total long-term debt — Other liabilities — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total liabilities Partners' capital ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total liabilities and partners' capital $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of changes to previously reported amounts of the Entity's condensed consolidated statements of income | Three Months Ended March 31, 2016 As Reported Enviva Pellets Total (Recast) Net revenue $ $ — $ Net income (loss) ) Less net loss attributable to noncontrolling partners' interests Net income attributable to Enviva Partners, LP ) Net loss attributable to general partner — ) ) Net income attributable to Enviva Partners, LP limited partners — |
Schedule of changes to previously reported amounts of the Entity's condensed consolidated cash flow statements | Three Months Ended March 31, 2016 As Reported Enviva Pellets Total (Recast) Net cash provided by (used in) operating activities $ $ ) $ Net cash used in investing activities ) ) ) Net cash (used in) provided by financing activities ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net increase (decrease) in cash and cash equivalents $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Significant Risks and Uncerta27
Significant Risks and Uncertainties, Including Business and Credit Concentrations (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Significant Risks and Uncertainties Including Business and Credit Concentrations | |
Schedule of revenue from major customers | March 31, 2017 March 31, 2016 (Recast) Customer A % % Customer B % % Customer C — % — % Customer D % — % |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment | |
Schedule of property, plant and equipment | March 31, December 31, Land $ $ Land improvements Buildings Machinery and equipment Vehicles Furniture and office equipment ​ ​ ​ ​ ​ ​ ​ ​ Less accumulated depreciation ) ) ​ ​ ​ ​ ​ ​ ​ ​ Construction in progress ​ ​ ​ ​ ​ ​ ​ ​ Total property, plant and equipment, net $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Inventories | |
Schedule of inventories | March 31, December 31, Raw materials and work-in-process $ $ Consumable tooling Finished goods ​ ​ ​ ​ ​ ​ ​ ​ Total inventories $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments | |
Schedule of fair values of the derivative financial instruments included in the consolidated balance sheets | The fair values of cash flow hedging instruments included in the unaudited interim condensed consolidated balance sheet as of March 31, 2017 were as follows: Balance Sheet Location Asset Liability Derivatives designated as hedging instruments: Forward contracts: Foreign currency exchange forward contracts Prepaid and other current assets $ $ — Foreign currency exchange forward contracts Other long-term assets — Foreign currency exchange forward contracts Other current liabilities — Foreign currency exchange forward contracts Other long-term liabilities — Purchased options: Foreign currency purchased option contracts Prepaid and other current assets — Foreign currency purchased option contracts Other long-term assets — Interest rate swap: Interest rate swap Other current assets — Interest rate swap Other long-term assets — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total derivatives designated as hedging instruments $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivatives not designated as hedging instruments: Forward contracts Prepaid and other current assets $ $ — The fair values of cash flow hedging instruments included in the condensed consolidated balance sheet as of December 31, 2016 were as follows: Balance Sheet Location Asset Liability Derivatives designated as hedging instruments: Forward contracts: Foreign currency exchange forward contracts Prepaid and other current assets $ $ — Foreign currency exchange forward contracts Other long-term assets — Foreign currency exchange forward contracts Other long-term liabilities — Purchased options: Foreign currency purchased option contracts Other long-term assets — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total derivatives designated as hedging instruments $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivatives not designated as hedging instruments: Interest rate swap Other long-term assets $ $ — |
Schedule of instruments designated as cash flow hedges and the related changes in other accumulated comprehensive income and the gains and losses in income | The effects of instruments designated as cash flow hedges, the related changes in accumulated other comprehensive income and the gains and losses in income for the three months ended March 31, 2017 were as follows: Amount of Gain Location of Amount of Location of Gain Amount of Gain Foreign exchange contracts $ Product sales $ — Product sales $ ) Foreign exchange contracts Other revenue — Other revenue — Purchased options ) Product sales — Product sales — Interest rate swap Other income (expense) ) Other income (expense) |
Schedule of notional amounts of outstanding derivative instruments designated as cash flow hedges associated with outstanding or unsettled derivative instruments | The notional amounts of outstanding derivative instruments designated as cash flow hedges associated with outstanding or unsettled derivative instruments as of March 31, 2017 were as follows: Foreign exchange forward contracts £32,370 Foreign exchange purchased option contracts £18,610 Foreign exchange forward contracts € Interest rate swap $ The notional amounts of outstanding derivative instruments designated as cash flow hedges associated with outstanding or unsettled derivative instruments as of December 31, 2016 were as follows: Foreign exchange forward contracts £25,270 Foreign exchange purchased option contracts £ |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Measurements | |
Schedule of carrying amount and estimated fair value of long-term debt and capital lease obligations | March 31, 2017 December 31, 2016 Carrying Fair Value Carrying Fair Value Long-term debt and capital lease obligations including current portion $ $ $ $ |
Goodwill and Other Intangible32
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Other Intangible Assets | |
Schedule of intangible assets | March 31, 2017 December 31, 2016 Amortization Gross Accumulated Net Gross Accumulated Net Favorable customer contracts 3 years $ $ ) $ $ $ ) $ Wood pellet contract 6 years ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total intangible assets $ $ ) $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of future amortization expense | April 1, 2017 through December 31, 2017 $ Year ending December 31, 2018 Year ending December 31, 2019 — Year ending December 31, 2020 — Year ending December 31, 2021 — Thereafter — ​ ​ ​ ​ ​ Total $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Long-Term Debt and Capital Le33
Long-Term Debt and Capital Lease Obligations (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Long-Term Debt and Capital Lease Obligations | |
Schedule of long-term debt and capital lease obligations | March 31, December 31, Senior Notes, net of unamortized discount and debt issuance of $6.0 million as of March 31, 2017 and $6.2 million as of December 31, 2016 $ $ Senior Secured Credit Facilities, Tranche A-1 Advances, net of unamortized discount and debt issuance costs of $1.4 million as of March 31, 2017 and December 31, 2016 Senior Secured Credit Facilities, Tranche A-3 Advances, net of unamortized discount and debt issuance costs of $0.1 million as of March 31, 2017 and $0.2 December 31, 2016 Senior Secured Credit Facilities, revolving credit commitments, at a Eurodollar Rate of 7.0% at December 31, 2016 — Other loans Capital leases ​ ​ ​ ​ ​ ​ ​ ​ Total long-term debt and capital lease obligations Less current portion of long-term debt and capital lease obligations ) ) ​ ​ ​ ​ ​ ​ ​ ​ Long-term debt and capital lease obligations, excluding current installments $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of senior note redemption prices as a percentage of principle amount | Year: Percentages 2018 % 2019 % 2020 and thereafter % |
Partners' Capital (Tables)
Partners' Capital (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Partners' Capital | |
Schedule of cash distributions paid or declared | The following table details the cash distribution paid or declared (in millions, except per unit amounts): Quarter Ended Declaration Record Payment Distribution Total Cash Total March 31, 2016 May 4, 2016 May 16, 2016 May 27, 2016 $ $ $ June 30, 2016 August 3, 2016 August 15, 2016 August 29, 2016 $ $ $ September 30, 2016 November 2, 2016 November 14, 2016 November 29, 2016 $ $ $ December 31, 2016 February 1, 2017 February 15, 2017 February 28, 2017 $ $ $ March 31, 2017 May 3, 2017 May 18, 2017 May 30, 2017 $ $ $ |
Schedule of changes in accumulated other comprehensive income | The following table presents the changes in accumulated other comprehensive income for the three months ended March 31, 2017: Unrealized Balance at December 31, 2016 $ Net unrealized losses ) Reclassification of net gains to net income ) ​ ​ ​ ​ ​ Accumulated other comprehensive income $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Equity-Based Awards (Tables)
Equity-Based Awards (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Affiliate Grants | |
Equity-Based Awards | |
Schedule of phantom unit awards | Phantom Units Performance Based Total Affiliate Grant Units Weighted- Units Weighted- Units Weighted- Nonvested December 31, 2016 $ $ $ Granted $ $ $ Forfeitures — $ — — $ — — $ — Vested — $ — — $ — — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nonvested March 31, 2017 $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Determined by dividing the aggregate grant date fair value of awards by the number of awards issued. |
Director Grants | |
Equity-Based Awards | |
Schedule of phantom unit awards | Phantom Units Performance-Based Total Director Grants Units Weighted- Units Weighted- Units Weighted- Nonvested December 31, 2016 $ — $ — $ Granted $ — $ — $ Forfeitures — $ — — $ — — $ — Vested — $ — — $ — — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nonvested March 31, 2017 $ — $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Determined by dividing the aggregate grant date fair value of awards by the number of awards issued. |
Net Income per Limited Partne36
Net Income per Limited Partner Unit (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Net Income per Limited Partner Unit | |
Schedule of weighted average common units outstanding | Three Months ended March 31, Common Subordinated General (in thousands) Weighted-average common units outstanding—basic — Effect of nonvested phantom units — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average common units outstanding—diluted — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months ended March 31, Common Subordinated General (in thousands) Weighted-average common units outstanding—basic — Effect of nonvested phantom units — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average common units outstanding—diluted — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of basic earnings (loss) per common, subordinated and general partner units | Three Months Ended March 31, 2017 Common Subordinated General Total (in thousands, except per unit amounts) Distributions declared $ $ $ $ Earnings less than distributions ) ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income attributable to partners $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average units outstanding—basic Weighted-average units outstanding—diluted Net income per limited partner unit—basic $ $ Net income per limited partner unit—diluted $ $ Three Months Ended March 31, 2016 Common Subordinated General Total (in thousands, except per unit amounts) Distributions declared $ $ $ $ Earnings less than distributions ) ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income attributable to partners $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average units outstanding—basic Weighted-average units outstanding—diluted Net income per limited partner unit—basic $ $ Net income per limited partner unit—diluted $ $ |
Description of Business and B37
Description of Business and Basis of Presentation - (Details) $ / shares in Units, $ in Millions | Dec. 14, 2016USD ($)T$ / sharesshares | Mar. 31, 2017item |
Number of industrial-scale production wood pellet production plants in operation | item | 6 | |
Enviva Pellets Sampson | ||
Issuance of common units (in units) | shares | 1,098,415 | |
Share price (in dollars per share) | $ / shares | $ 27.31 | |
Enviva Pellets Sampson | DONG Energy Thermal Power A/S | ||
Take-or-pay off-take contract period | 10 years | |
Annual volume of take-or-pay off-take contract | T | 420,000 | |
Enviva Pellets Sampson | Hancock JV | ||
Off-take contract period | 15 years | |
Annual volume of the off-take contract | T | 95,000 | |
Sampson, LLC Drop-Down | Enviva Pellets Sampson | Hancock JV | ||
Total consideration | $ 175 | |
Total cash consideration | 139.6 | |
Purchase price adjustment | $ 5.4 | |
Issuance of common units (in units) | shares | 1,098,415 | |
Share price (in dollars per share) | $ / shares | $ 27.31 | |
Issuance of common units value | $ 30 | |
Related party receivables and payables, eliminated | $ 1.2 |
Transactions Between Entities38
Transactions Between Entities Under Common Control (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Transactions Between Entities Under Common Control [Line Items] | ||||
Cash and cash equivalents | $ 11,913 | $ 3,636 | $ 466 | $ 2,128 |
Property, plant and equipment, net of accumulated depreciation | 511,907 | 500,638 | 516,418 | |
Goodwill and intangibles | 85,615 | |||
Other assets | 77,875 | |||
Total assets | 707,495 | 667,764 | 726,168 | |
Accounts payable and accrued liabilities | 55,922 | |||
Total long-term debt | 207,160 | |||
Other liabilities | 1,727 | |||
Total liabilities | 407,802 | 264,809 | 416,651 | |
Total partners' capital | 299,693 | 402,955 | 309,517 | |
Total liabilities and partners' capital | 707,495 | 667,764 | 726,168 | |
Net revenue | 122,123 | 107,252 | ||
Net income (loss) | 2,502 | 5,546 | ||
Less net loss attributable to noncontrolling partners' interests | 33 | 993 | ||
Net income attributable to Enviva Partners, LP | 2,535 | 6,539 | ||
Net cash provided by (used in) operating activities | 35,928 | 19,391 | ||
Net cash used in investing activities | (5,656) | (12,254) | ||
Net cash (used in) provided by financing activities | (18,825) | (5,629) | ||
Net increase (decrease) in cash and cash equivalents | 11,447 | 1,508 | ||
General Partner | ||||
Transactions Between Entities Under Common Control [Line Items] | ||||
Total partners' capital | (67,393) | $ (67,393) | ||
Net income (loss) | 361 | |||
Net income attributable to Enviva Partners, LP | 537 | 156 | ||
Limited Partners | ||||
Transactions Between Entities Under Common Control [Line Items] | ||||
Net income attributable to Enviva Partners, LP | $ 2,535 | 7,494 | ||
As Previously Reported | ||||
Transactions Between Entities Under Common Control [Line Items] | ||||
Cash and cash equivalents | 3,636 | |||
Property, plant and equipment, net of accumulated depreciation | 401,214 | |||
Goodwill and intangibles | 85,615 | |||
Other assets | 77,237 | |||
Total assets | 567,702 | |||
Accounts payable and accrued liabilities | 36,156 | |||
Total long-term debt | 207,160 | |||
Other liabilities | 1,727 | |||
Total liabilities | 245,043 | |||
Total partners' capital | 322,659 | |||
Total liabilities and partners' capital | 567,702 | |||
Net revenue | 107,252 | |||
Net income (loss) | 7,479 | |||
Less net loss attributable to noncontrolling partners' interests | 15 | |||
Net income attributable to Enviva Partners, LP | 7,494 | |||
Net cash provided by (used in) operating activities | 20,804 | |||
Net cash used in investing activities | (1,853) | |||
Net cash (used in) provided by financing activities | (17,490) | |||
Net increase (decrease) in cash and cash equivalents | 1,461 | |||
As Previously Reported | Limited Partners | ||||
Transactions Between Entities Under Common Control [Line Items] | ||||
Net income attributable to Enviva Partners, LP | 7,494 | |||
Sampson, LLC Drop-Down | ||||
Transactions Between Entities Under Common Control [Line Items] | ||||
Net income (loss) | (1,000) | |||
Sampson, LLC Drop-Down | General Partner | ||||
Transactions Between Entities Under Common Control [Line Items] | ||||
Net income attributable to Enviva Partners, LP | (955) | |||
Sampson, LLC Drop-Down | Recast Adjustment | ||||
Transactions Between Entities Under Common Control [Line Items] | ||||
Property, plant and equipment, net of accumulated depreciation | 99,424 | |||
Other assets | 638 | |||
Total assets | 100,062 | |||
Accounts payable and accrued liabilities | 19,766 | |||
Total liabilities | 19,766 | |||
Total partners' capital | 80,296 | |||
Total liabilities and partners' capital | 100,062 | |||
Net income (loss) | (1,933) | |||
Less net loss attributable to noncontrolling partners' interests | 978 | |||
Net income attributable to Enviva Partners, LP | (955) | |||
Net cash provided by (used in) operating activities | (1,413) | |||
Net cash used in investing activities | (10,401) | |||
Net cash (used in) provided by financing activities | 11,861 | |||
Net increase (decrease) in cash and cash equivalents | 47 | |||
Sampson, LLC Drop-Down | Recast Adjustment | General Partner | ||||
Transactions Between Entities Under Common Control [Line Items] | ||||
Net income attributable to Enviva Partners, LP | $ (955) |
Significant Risks and Uncerta39
Significant Risks and Uncertainties Including Business and Credit Concentrations (Details) - customer | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Customer A | ||
Concentration Risk | ||
Concentration risk (as a percent) | 62.00% | 76.00% |
Customer B | ||
Concentration Risk | ||
Concentration risk (as a percent) | 19.00% | 15.00% |
Customer D | ||
Concentration Risk | ||
Concentration risk (as a percent) | 16.00% | |
Product Sales | Percentage of sales | Two major customers | ||
Concentration Risk | ||
Number of customers | 3 | |
Concentration risk (as a percent) | 97.00% | |
Product Sales | Percentage of sales | Three major customers | ||
Concentration Risk | ||
Number of customers | 2 | |
Concentration risk (as a percent) | 91.00% |
Restricted Cash (Details)
Restricted Cash (Details) $ in Millions | Mar. 31, 2017USD ($) |
Cash | |
Restricted Cash | |
Restricted cash | $ 0.9 |
Property, Plant and Equipment41
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Components of Property, plant and equipment | |||
Property, plant and equipment, gross | $ 582,810 | $ 581,098 | |
Less accumulated depreciation | (88,784) | (80,768) | |
Property, plant and equipment excluding construction in progress | 494,026 | 500,330 | |
Construction in progress | 17,881 | 16,088 | |
Total property, plant and equipment, net | 511,907 | $ 500,638 | 516,418 |
Total depreciation expense | 8,400 | $ 6,100 | |
Land | |||
Components of Property, plant and equipment | |||
Property, plant and equipment, gross | 13,492 | 13,492 | |
Land improvements | |||
Components of Property, plant and equipment | |||
Property, plant and equipment, gross | 42,207 | 42,148 | |
Buildings | |||
Components of Property, plant and equipment | |||
Property, plant and equipment, gross | 137,092 | 137,092 | |
Machinery and equipment | |||
Components of Property, plant and equipment | |||
Property, plant and equipment, gross | 384,317 | 382,740 | |
Vehicles | |||
Components of Property, plant and equipment | |||
Property, plant and equipment, gross | 568 | 513 | |
Furniture and office equipment | |||
Components of Property, plant and equipment | |||
Property, plant and equipment, gross | $ 5,134 | $ 5,113 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Inventories | ||
Raw materials and work-in-progress | $ 8,106 | $ 7,689 |
Consumable tooling | 12,716 | 11,978 |
Finished goods | 9,958 | 10,097 |
Total inventories | $ 30,780 | $ 29,764 |
Derivative Instruments - Fair V
Derivative Instruments - Fair Values (Details) - Cash flow hedges - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Derivatives designated as hedging instruments | ||
Fair value of cash flow hedges | ||
Total asset derivative | $ 2,201 | $ 1,446 |
Total liability derivative | 365 | 51 |
Derivatives designated as hedging instruments | Prepaid and other current assets | Foreign currency exchange forward contracts | ||
Fair value of cash flow hedges | ||
Total asset derivative | 291 | 188 |
Derivatives designated as hedging instruments | Prepaid and other current assets | Foreign currency exchange purchased option contracts | ||
Fair value of cash flow hedges | ||
Total asset derivative | 20 | |
Derivatives designated as hedging instruments | Other current assets | Interest rate swap contracts | ||
Fair value of cash flow hedges | ||
Total asset derivative | 6 | |
Derivatives designated as hedging instruments | Other long-term assets | Foreign currency exchange forward contracts | ||
Fair value of cash flow hedges | ||
Total asset derivative | 321 | 632 |
Derivatives designated as hedging instruments | Other long-term assets | Foreign currency exchange purchased option contracts | ||
Fair value of cash flow hedges | ||
Total asset derivative | 1,049 | 626 |
Derivatives designated as hedging instruments | Other current liabilities | Foreign currency exchange forward contracts | ||
Fair value of cash flow hedges | ||
Total liability derivative | 2 | |
Derivatives designated as hedging instruments | Other long-term liabilities | Foreign currency exchange forward contracts | ||
Fair value of cash flow hedges | ||
Total liability derivative | 363 | 51 |
Derivatives designated as hedging instruments | Other long-term liabilities | Interest rate swap contracts | ||
Fair value of cash flow hedges | ||
Total asset derivative | 514 | |
Derivatives not designated as hedging instruments | Prepaid and other current assets | Forward contracts | ||
Fair value of cash flow hedges | ||
Total asset derivative | $ 5 | |
Derivatives not designated as hedging instruments | Other long-term assets | Interest rate swap contracts | ||
Fair value of cash flow hedges | ||
Total asset derivative | $ 484 |
Derivative Instruments - Change
Derivative Instruments - Changes In Accumulated Comprehensive Income (Details) - Cash flow hedges - Derivatives designated as hedging instruments - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Mar. 31, 2018 | |
Foreign currency exchange forward contracts | Product sales | ||
Gains (losses) of derivative instruments designated as cash flow hedges in other comprehensive income | ||
Amount of Gain (Loss) in Other Comprehensive Income on Derivative (Effective Portion) | $ 230 | |
Amount of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) | (2) | |
Foreign currency exchange forward contracts | Other revenue | ||
Gains (losses) of derivative instruments designated as cash flow hedges in other comprehensive income | ||
Amount of Gain (Loss) in Other Comprehensive Income on Derivative (Effective Portion) | 19 | |
Foreign currency exchange purchased option contracts | Product sales | ||
Gains (losses) of derivative instruments designated as cash flow hedges in other comprehensive income | ||
Amount of Gain (Loss) in Other Comprehensive Income on Derivative (Effective Portion) | (511) | |
Interest rate swap contracts | Other income | ||
Gains (losses) of derivative instruments designated as cash flow hedges in other comprehensive income | ||
Amount of Gain (Loss) in Other Comprehensive Income on Derivative (Effective Portion) | 60 | |
Amount of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) | 11 | |
Interest rate swap contracts | Other expense | ||
Gains (losses) of derivative instruments designated as cash flow hedges in other comprehensive income | ||
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | $ (57) | |
Forecast | ||
Gains (losses) of derivative instruments designated as cash flow hedges in other comprehensive income | ||
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | $ 100 |
Derivative Instruments - Notion
Derivative Instruments - Notional Amounts (Details) - Derivatives designated as hedging instruments - Cash flow hedges € in Thousands, £ in Thousands, $ in Thousands | Mar. 31, 2017EUR (€) | Mar. 31, 2017GBP (£) | Mar. 31, 2017USD ($) | Dec. 31, 2016GBP (£) |
Foreign currency exchange forward contracts | ||||
Notional amounts of outstanding derivatives instruments designated as cash flow hedges | ||||
Notional amount | € 3,800 | £ 32,370 | £ 25,270 | |
Interest rate swap contracts | ||||
Notional amounts of outstanding derivatives instruments designated as cash flow hedges | ||||
Notional amount | $ | $ 47,220 | |||
Foreign currency exchange purchased option contracts | ||||
Notional amounts of outstanding derivatives instruments designated as cash flow hedges | ||||
Notional amount | £ | £ 18,610 | £ 8,160 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Carrying Amount | ||
Long-term debt and capital lease obligations including current portion | $ 345,078 | $ 350,795 |
Fair Value | ||
Long-term debt and capital lease obligations including current portion | $ 363,412 | $ 363,545 |
Goodwill and Other Intangible47
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2010 | |
Acquired Intangible Assets | ||||
Gross Carrying Amount | $ 10,450 | $ 10,450 | ||
Accumulated Amortization | (9,163) | (9,079) | ||
Net Carrying Amount | 1,287 | 1,371 | ||
Maturities of amortization expense | ||||
April 1, 2017 through December 31, 2017 | 979 | |||
Year ending December 31, 2018 | 308 | |||
Net Carrying Amount | 1,287 | $ 1,371 | ||
Cost of goods sold. | ||||
Acquired Intangible Assets | ||||
Amortization expense | $ 100 | $ 800 | ||
Favorable customer contracts | ||||
Acquired Intangible Assets | ||||
Amortization Period | 3 years | 3 years | ||
Gross Carrying Amount | $ 8,700 | $ 8,700 | ||
Accumulated Amortization | (7,468) | (7,468) | ||
Net Carrying Amount | 1,232 | 1,232 | ||
Maturities of amortization expense | ||||
Net Carrying Amount | $ 1,232 | $ 1,232 | ||
Wood pellet contract | ||||
Acquired Intangible Assets | ||||
Amortization Period | 6 years | 6 years | ||
Gross Carrying Amount | $ 1,750 | $ 1,750 | ||
Accumulated Amortization | (1,695) | (1,611) | ||
Net Carrying Amount | 55 | 139 | ||
Maturities of amortization expense | ||||
Net Carrying Amount | $ 55 | $ 139 | ||
Predecessor | ||||
Acquired Intangible Assets | ||||
Period of wood pellet contract | 6 years |
Long-Term Debt and Capital Le48
Long-Term Debt and Capital Lease Obligations - Capital Lease Obligation Table (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 |
Long term debt | |||
Long-term debt | $ 207,160 | ||
Capital leases | $ 2,620 | $ 1,599 | |
Total long-term debt and capital lease obligations | 345,078 | 350,795 | |
less current portion of long-term debt and capital lease obligations | (4,676) | (4,109) | |
Long-term debt and capital lease obligations, excluding current installments | 340,402 | 346,686 | |
Other loans | |||
Long term debt | |||
Long-term debt | 2,758 | 2,759 | |
Senior Notes | |||
Long term debt | |||
Long-term debt | 293,970 | 293,797 | |
Unamortized discount and debt issuance costs | 6,000 | 6,200 | |
Senior Secured Credit Facilities | Tranche A-1 advances | |||
Long term debt | |||
Long-term debt | 41,166 | 41,651 | |
Unamortized discount and debt issuance costs | 1,400 | 1,400 | |
Senior Secured Credit Facilities | Tranche A-3 advances | |||
Long term debt | |||
Long-term debt | 4,564 | 4,489 | |
Unamortized discount and debt issuance costs | $ 100 | 200 | |
Senior Secured Credit Facilities | Revolving credit commitments | |||
Long term debt | |||
Long-term debt | $ 6,500 | ||
Senior Secured Credit Facilities | Revolving credit commitments | Eurodollar rate | |||
Long term debt | |||
Interest rate (as a percent) | 7.00% |
Long-Term Debt and Capital Le49
Long-Term Debt and Capital Lease Obligations - Note Disclosure (Details) - USD ($) $ in Thousands | Dec. 14, 2016 | Nov. 01, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Oct. 17, 2016 | Oct. 16, 2016 | Dec. 11, 2015 | Apr. 09, 2015 |
Senior Secured Credit Facilities | |||||||||
Interest expense | $ 7,705 | $ 3,182 | |||||||
Sampson, LLC Drop-Down | |||||||||
Senior Notes Due 2021 | |||||||||
Debt proceeds used to finance acquisition | $ 139,600 | ||||||||
Senior Secured Credit Facilities | |||||||||
Senior Notes Due 2021 | |||||||||
Repayment of debt | 159,800 | ||||||||
Senior Secured Credit Facilities | |||||||||
Aggregate principal amount | $ 199,500 | ||||||||
Loss on early retirement of debt obligation | $ (4,400) | ||||||||
Floor rate for Eurodollar term loan borrowings | 1.00% | ||||||||
Letters of credit outstanding | 4,000 | $ 4,000 | |||||||
Senior Secured Credit Facilities | Tranche A-1 advances | |||||||||
Senior Secured Credit Facilities | |||||||||
Aggregate principal amount | $ 99,500 | ||||||||
Partial repayment of credit facilities including related accrued interest | 53,600 | ||||||||
Senior Secured Credit Facilities | Tranche A-2 advances | |||||||||
Senior Secured Credit Facilities | |||||||||
Aggregate principal amount | 75,000 | ||||||||
Repayment of credit facilities in full including related accrued interest | 74,700 | ||||||||
Senior Secured Credit Facilities | Tranche A-3 advances | |||||||||
Senior Secured Credit Facilities | |||||||||
Partial repayment of credit facilities including related accrued interest | 5,100 | ||||||||
Senior Secured Credit Facilities | Tranche A-4 advances | |||||||||
Senior Secured Credit Facilities | |||||||||
Repayment of credit facilities in full including related accrued interest | $ 26,500 | ||||||||
Senior Secured Credit Facilities | Revolving credit commitments | |||||||||
Senior Secured Credit Facilities | |||||||||
Aggregate principal amount | $ 100,000 | $ 25,000 | |||||||
Line of credit amount outstanding | $ 0 | $ 6,500 | |||||||
Senior Secured Credit Facilities | Revolving credit commitments | Eurodollar rate | |||||||||
Long term debt and capital lease obligations | |||||||||
Interest rate (as a percent) | 7.00% | ||||||||
Senior Secured Credit Facilities | Maximum | Revolving credit commitments | |||||||||
Senior Secured Credit Facilities | |||||||||
Aggregate principal amount | $ 25,000 | ||||||||
Senior Notes Due 2021 | Senior Notes Due 2021 | |||||||||
Long term debt and capital lease obligations | |||||||||
Face amount | $ 300,000 | ||||||||
Interest rate (as a percent) | 8.50% | ||||||||
Senior Notes Due 2021 | |||||||||
Debt issuance costs | $ 6,400 | ||||||||
Days to complete offer and file registration statement | 365 days | ||||||||
Interest rate increase if conditions not met | 0.25% | ||||||||
Subsequent days after 1 year which will trigger additional interest rate | 90 days | ||||||||
Maximum total additional interest rate increase per annum, in percent | 1.00% | ||||||||
Senior Notes Due 2021 | Prior to November 1, 2018 | Senior Notes Due 2021 | |||||||||
Senior Notes Due 2021 | |||||||||
Debt instrument redemption price percentage | 108.50% | ||||||||
Senior Notes Due 2021 | During the twelve-month period beginning November 1, 2018 | Senior Notes Due 2021 | |||||||||
Senior Notes Due 2021 | |||||||||
Debt instrument redemption price percentage | 104.25% | ||||||||
Senior Notes Due 2021 | During the twelve-month period beginning November 1, 2019 | Senior Notes Due 2021 | |||||||||
Senior Notes Due 2021 | |||||||||
Debt instrument redemption price percentage | 102.125% | ||||||||
Senior Notes Due 2021 | Beginning November 1, 2020 and thereafter | Senior Notes Due 2021 | |||||||||
Senior Notes Due 2021 | |||||||||
Debt instrument redemption price percentage | 100.00% | ||||||||
Senior Notes Due 2021 | Minimum | Prior to November 1, 2018 | Senior Notes Due 2021 | |||||||||
Senior Notes redemption provision | |||||||||
Percentage of principle required to be outstanding after redemption | 65.00% | ||||||||
Senior Notes Due 2021 | Maximum | Prior to November 1, 2018 | Senior Notes Due 2021 | |||||||||
Senior Notes Due 2021 | |||||||||
Percentage of principle amount to be redeemed | 35.00% | ||||||||
Senior Notes redemption provision | |||||||||
Number of days in redemption period after the closing of the equity offering | 120 days | ||||||||
First Incremental Term Loan | |||||||||
Long term debt and capital lease obligations | |||||||||
Face amount | $ 36,500 | ||||||||
First Incremental Term Loan | Tranche A-3 advances | |||||||||
Long term debt and capital lease obligations | |||||||||
Face amount | 10,000 | ||||||||
First Incremental Term Loan | Tranche A-4 advances | |||||||||
Long term debt and capital lease obligations | |||||||||
Face amount | 26,500 | ||||||||
First Incremental Term Loan | Tranche A-4 advances | Enviva FiberCo. LLC | |||||||||
Long term debt and capital lease obligations | |||||||||
Face amount | $ 15,000 | ||||||||
Senior Secured Credit Facilities | |||||||||
Unamortized discount rate (as a percent) | 1.00% | ||||||||
Interest expense | $ 200 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | Dec. 14, 2016USD ($) | Sep. 26, 2016itemt | Apr. 09, 2015 | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Jan. 22, 2016USD ($) | Dec. 11, 2015USD ($) |
Related-Party Transaction | ||||||||
Amount due to related-party | $ 7,893 | $ 11,118 | ||||||
Related-party interest expense | $ 209 | |||||||
Long-term debt | 207,160 | |||||||
Enviva FiberCo. LLC | ||||||||
Related-Party Transaction | ||||||||
Purchase of raw materials | 1,800 | 900 | ||||||
New MSA | ||||||||
Related-Party Transaction | ||||||||
MSA related expenses incurred | 14,200 | 12,800 | ||||||
MSA related costs included in finished goods inventory | 700 | |||||||
New MSA | Inventory finished goods | ||||||||
Related-Party Transaction | ||||||||
MSA related costs included in finished goods inventory | 1,100 | |||||||
New MSA | Related-party payable | ||||||||
Related-Party Transaction | ||||||||
Amount due to related-party | 6,200 | 10,600 | ||||||
New MSA | Cost of goods sold. | ||||||||
Related-Party Transaction | ||||||||
MSA related expenses incurred | 10,500 | 8,000 | ||||||
New MSA | General and administrative expenses | ||||||||
Related-Party Transaction | ||||||||
MSA related expenses incurred | 2,600 | 4,100 | ||||||
New MSA | Enviva Management Company, LLC | ||||||||
Related-Party Transaction | ||||||||
Term of agreement | 5 years | |||||||
Biomass Purchase Agreement | Enviva Pellets Sampson, LLC | ||||||||
Related-Party Transaction | ||||||||
Number of confirmations under the Master Agreement | item | 2 | |||||||
Annual volume of wood pellets to be sold | t | 140,000 | |||||||
Annual volume of wood pellets to be purchased | t | 140,000 | |||||||
Biomass Option Agreement | Enviva Holdings, LP. | Cost of goods sold. | ||||||||
Related-Party Transaction | ||||||||
Wood pellets purchased | 1,600 | |||||||
First Incremental Term Loan | ||||||||
Related-Party Transaction | ||||||||
Face amount | $ 36,500 | |||||||
First Incremental Term Loan | Tranche A-4 advances | ||||||||
Related-Party Transaction | ||||||||
Face amount | 26,500 | |||||||
First Incremental Term Loan | Tranche A-4 advances | Enviva FiberCo. LLC | ||||||||
Related-Party Transaction | ||||||||
Face amount | $ 15,000 | |||||||
Unamortized discount rate (as a percent) | 1.00% | |||||||
Related-party interest expense | 200 | |||||||
Enviva Pellets Wiggins construction loan and working capital line | ||||||||
Related-Party Transaction | ||||||||
Long-term debt | $ 3,300 | |||||||
Enviva FiberCo. LLC | First Incremental Term Loan | Tranche A-4 advances | ||||||||
Related-Party Transaction | ||||||||
Face amount | $ 15,000 | |||||||
Sampson, LLC Drop-Down | Enviva Pellets Sampson | Hancock JV | ||||||||
Related-Party Transaction | ||||||||
Total consideration | $ 175,000 | |||||||
Sampson, LLC Drop-Down | Hancock JV | ||||||||
Related-Party Transaction | ||||||||
Accrued liabilities | 6,400 | 6,400 | ||||||
Related-party receivable | 6,400 | $ 6,400 | ||||||
Enviva Port of Wilmington, LLC | Terminal Services Agreement | Cost of goods sold. | ||||||||
Related-Party Transaction | ||||||||
Terminal service fees | $ 700 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Taxes | ||
Reserves for uncertain tax position | $ 0 | |
Provision for income tax | 0 | $ 0 |
Reserves for interest and penalties | $ 0 |
Partners' Capital - Ownership a
Partners' Capital - Ownership and Shares (Details) | 3 Months Ended |
Mar. 31, 2017 | |
Partners' Capital | |
Allocations to partners (as a percent) | 100.00% |
Partners' Capital - Incentive D
Partners' Capital - Incentive Distribution Rights (Details) - General Partner | 3 Months Ended |
Mar. 31, 2017 | |
Minimum | |
Incentive Distribution Rights | |
Quarterly distribution of operating surplus (as a percent) | 15.00% |
Maximum | |
Incentive Distribution Rights | |
Quarterly distribution of operating surplus (as a percent) | 50.00% |
Partners' Capital - At-the-Mark
Partners' Capital - At-the-Market Offering Program and Sampson Drop-Down (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 14, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Aug. 31, 2016 | Aug. 08, 2016 |
At-the-Market Offering Program | |||||
Proceeds from sale of common units, net of commissions | $ 1,715 | ||||
Enviva Pellets Sampson | |||||
Sampson Drop-Down | |||||
Issuance of common units (in units) | 1,098,415 | ||||
Share price (in dollars per share) | $ 27.31 | ||||
Common Units | |||||
At-the-Market Offering Program | |||||
Issuance of common units, net (in units) | 63,577,000 | 0 | |||
Proceeds from sale of common units, net of commissions | $ 1,700 | ||||
Common Units | Maximum | |||||
At-the-Market Offering Program | |||||
Stated value of common units authorized for sale | $ 100,000 | ||||
Stated value of common units covered in the Equity Distribution Agreement | $ 100,000 | ||||
Sampson, LLC Drop-Down | Hancock JV | Enviva Pellets Sampson | |||||
Sampson Drop-Down | |||||
Issuance of common units (in units) | 1,098,415 | ||||
Share price (in dollars per share) | $ 27.31 | ||||
Issuance of common units value | $ 30,000 |
Partners' Capital - Cash Distri
Partners' Capital - Cash Distributions to Unitholders (Details) - USD ($) $ / shares in Units, $ in Millions | May 03, 2017 | Feb. 01, 2017 | Nov. 02, 2016 | Aug. 03, 2016 | May 04, 2016 |
Partners' Capital | |||||
Cash distribution declared | $ 14.6 | $ 14.1 | $ 13.3 | $ 13 | $ 12.6 |
Cash distribution declared (in dollars per unit) | $ 0.5550 | $ 0.5350 | $ 0.5300 | $ 0.5250 | $ 0.5100 |
Incentive distribution paid | $ 0.5 | $ 0.4 | $ 0.3 | $ 0.3 | $ 0.2 |
Partners' Capital - Accumulated
Partners' Capital - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Accumulated Other Comprehensive Income (Loss) | ||
Other comprehensive income | $ (797) | |
Changes in accumulated other comprehensive income | ||
Net unrealized losses | (797) | |
Accumulated Other Comprehensive Income | ||
Accumulated Other Comprehensive Income (Loss) | ||
Other comprehensive income | $ 0 | |
Changes in accumulated other comprehensive income | ||
Beginning of period | 595 | |
Net unrealized losses | (740) | |
Reclassification of net gains to net income | (57) | |
End of period | $ (202) |
Partners' Capital - Noncontroll
Partners' Capital - Noncontrolling Interest (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2014 | Dec. 31, 2013 | |
Noncontrolling Interest | |||||
Net loss | $ (2,502) | $ (5,546) | |||
Certain assets of Enviva Pellets Wiggins | |||||
Noncontrolling Interest | |||||
Agreed consideration for certain assets | $ 2,700 | ||||
Enviva Pellets Wiggins, LLC | |||||
Noncontrolling Interest | |||||
Maximum investment committed | $ 10,000 | ||||
Amount of additional investment committed | $ 10,000 | ||||
Enviva Pellets Wiggins, LLC | Series A | |||||
Noncontrolling Interest | |||||
Units to be received from commitment | 10 | ||||
Number of units received from additional investment commitment | 10 | ||||
Number of units acquired from former owner | 0.5 | ||||
Consideration paid for units acquired from former owner | $ 500 | ||||
Enviva Pellets Wiggins, LLC | Series B | |||||
Noncontrolling Interest | |||||
Number of units owned | 10 | ||||
Number of units received from additional investment commitment | 10 | ||||
Enviva Pellets Wiggins, LLC | Former owners | Series B | |||||
Noncontrolling Interest | |||||
Number of units owned | 10 | ||||
Enviva Holdings, LP | Enviva Pellets Wiggins, LLC | Series B | |||||
Noncontrolling Interest | |||||
Number of units owned | 20 | 20 | |||
Units outstanding | 30 | 30 | |||
Percentage of interest in subsidiaries | 67.00% | 67.00% | |||
Sampson, LLC Drop-Down | |||||
Noncontrolling Interest | |||||
Net loss | $ 1,000 |
Equity-Based Awards (Details)
Equity-Based Awards (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 03, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Weighted Average Grant Date Fair Value per Unit | |||
General and administrative expenses | $ 8,325 | $ 6,950 | |
Affiliate Grants | |||
Number of Units | |||
Nonvested at the beginning of the period (in units) | 581,508 | ||
Granted (in units) | 370,686 | ||
Nonvested at the end of the period (in units) | 952,194 | ||
Weighted Average Grant Date Fair Value per Unit | |||
Nonvested at the beginning of the period (in dollars per unit) | $ 19.37 | ||
Granted (in dollars per unit) | 25.25 | ||
Nonvested at the end of the period (in dollars per unit) | $ 21.66 | ||
Affiliate Grants | Phantom units | |||
Number of Units | |||
Nonvested at the beginning of the period (in units) | 346,153 | ||
Granted (in units) | 266,662 | ||
Nonvested at the end of the period (in units) | 612,815 | ||
Weighted Average Grant Date Fair Value per Unit | |||
Nonvested at the beginning of the period (in dollars per unit) | $ 19.32 | ||
Granted (in dollars per unit) | 25.25 | ||
Nonvested at the end of the period (in dollars per unit) | $ 21.90 | ||
Affiliate Grants | Performance Based Phantom units | |||
Number of Units | |||
Nonvested at the beginning of the period (in units) | 235,355 | ||
Granted (in units) | 104,024 | ||
Nonvested at the end of the period (in units) | 339,379 | ||
Weighted Average Grant Date Fair Value per Unit | |||
Nonvested at the beginning of the period (in dollars per unit) | $ 19.46 | ||
Granted (in dollars per unit) | 25.25 | ||
Nonvested at the end of the period (in dollars per unit) | $ 21.23 | ||
Affiliate Grants | Distribution Equivalent Rights | |||
Weighted Average Grant Date Fair Value per Unit | |||
Period in which distribution related to DERs are required to be paid | 60 days | ||
Director Grants | |||
Number of Units | |||
Nonvested at the beginning of the period (in units) | 17,724 | ||
Granted (in units) | 15,840 | ||
Nonvested at the end of the period (in units) | 33,564 | ||
Weighted Average Grant Date Fair Value per Unit | |||
Nonvested at the beginning of the period (in dollars per unit) | $ 22.57 | ||
Granted (in dollars per unit) | 25.25 | ||
Nonvested at the end of the period (in dollars per unit) | $ 23.83 | ||
Director Grants | Phantom units | |||
Number of Units | |||
Nonvested at the beginning of the period (in units) | 17,724 | ||
Granted (in units) | 15,840 | ||
Nonvested at the end of the period (in units) | 33,564 | ||
Weighted Average Grant Date Fair Value per Unit | |||
Nonvested at the beginning of the period (in dollars per unit) | $ 22.57 | ||
Granted (in dollars per unit) | 25.25 | ||
Nonvested at the end of the period (in dollars per unit) | $ 23.83 | ||
Fair value of units granted | $ 400 | ||
Director Grants | Distribution Equivalent Rights | |||
Weighted Average Grant Date Fair Value per Unit | |||
Period in which distribution related to DERs are required to be paid | 60 days |
Net Income per Limited Partne59
Net Income per Limited Partner Unit (Details) | 3 Months Ended |
Mar. 31, 2017 | |
Subordinated Units | |
Potentially dilutive subordinated units outstanding | 0 |
Net Income per Limited Partne60
Net Income per Limited Partner Unit - Basic and Diluted Table (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Common Units | ||
Weighted average number of units outstanding | ||
Weighted-average common units outstanding - basic | 14,380 | 12,852 |
Effect of nonvested phantom units | 848 | 485 |
Weighted-average common units outstanding -diluted | 15,228 | 13,337 |
Subordinated Units-Sponsor | ||
Weighted average number of units outstanding | ||
Weighted-average common units outstanding - basic | 11,905 | 11,905 |
Weighted-average common units outstanding -diluted | 11,905 | 11,905 |
Net Income per Limited Partne61
Net Income per Limited Partner Unit - Net Income Per Unit Table (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Net Income per Limited Partner Unit | ||
Net income attributable to partners | $ 2,535 | $ 6,539 |
Common Units | ||
Net Income per Limited Partner Unit | ||
Distributions declared | 7,999 | 6,503 |
Earnings less than distributions | (6,905) | (2,694) |
Net income attributable to partners | $ 1,094 | $ 3,809 |
Weighted-average units outstanding - basic | 14,380 | 12,852 |
Weighted-average units outstanding - diluted | 15,228 | 13,337 |
Net income per limited partner unit - basic | $ 0.08 | $ 0.30 |
Net income per limited partner unit - diluted | $ 0.07 | $ 0.29 |
Subordinated Units-Sponsor | ||
Net Income per Limited Partner Unit | ||
Distributions declared | $ 6,607 | $ 6,072 |
Earnings less than distributions | (5,703) | (2,543) |
Net income attributable to partners | $ 904 | $ 3,529 |
Weighted-average units outstanding - basic | 11,905 | 11,905 |
Weighted-average units outstanding - diluted | 11,905 | 11,905 |
Net income per limited partner unit - basic | $ 0.08 | $ 0.30 |
Net income per limited partner unit - diluted | $ 0.08 | $ 0.29 |
General Partner | ||
Net Income per Limited Partner Unit | ||
Distributions declared | $ 537 | $ 156 |
Net income attributable to partners | 537 | 156 |
Limited Partners | ||
Net Income per Limited Partner Unit | ||
Distributions declared | 15,143 | 12,731 |
Earnings less than distributions | (12,608) | (5,237) |
Net income attributable to partners | $ 2,535 | $ 7,494 |
Subsequent Events (Details)
Subsequent Events (Details) - Enviva Port of Wilmington, LLC - Forecast - Subsequent Event $ in Millions | Oct. 02, 2017USD ($) |
Enviva Port of Wilmington, LLC Acquisition | |
Total consideration | $ 130 |
Initial payment | 56 |
Final payment, contingent on certain conditions | $ 74 |