Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 04, 2015 | |
Entity Registrant Name | Enviva Partners, LP | |
Entity Central Index Key | 1,592,057 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Common Units | ||
Entity Common Stock, Shares Outstanding | 11,908,072 | |
Subordinated Units | ||
Entity Common Stock, Shares Outstanding | 11,905,138 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 75,157 | $ 592 |
Accounts receivable, net of allowance for doubtful accounts of $0 in 2015 and $61 in 2014 | 44,464 | |
Related party receivable | 652 | |
Inventories | 25,366 | |
Deferred issuance costs | 0 | |
Prepaid expenses and other current assets | 2,808 | |
Total current assets | 148,447 | |
Property, plant and equipment, net of accumulated depreciation of $49.1 million in 2015 and $40.9 million in 2014 | 321,639 | |
Intangible assets, net of accumulated amortization of $6.9 million in 2015 and $1.0 million in 2014 | 3,505 | 722 |
Goodwill | 85,615 | |
Debt issuance costs, net of accumulated amortization of $0.5 million in 2015 and $3.0 million in 2014 | 4,705 | |
Other long-term assets | 519 | |
Total assets | 564,430 | |
Current liabilities: | ||
Accounts payable | 8,975 | |
Related party payable | 5,459 | |
Accrued and other current liabilities | 16,399 | |
Deferred revenue | 575 | |
Current portion of long-term debt and capital lease obligations | 3,072 | |
Total current liabilities | 34,480 | |
Long-term debt and capital lease obligations | 173,767 | |
Other long-term liabilities | 1,176 | |
Total liabilities | $ 209,423 | |
Commitments and contingencies | ||
Partners' capital: | ||
Limited partner interests, 23.8 million units outstanding | $ 352,004 | |
Total Enviva Partners, LP partners' capital | 352,004 | |
Noncontrolling partners' interests | 3,003 | |
Total partners' capital | 355,007 | 274,528 |
Total liabilities and partners' capital | $ 564,430 | |
Enviva, LP and Subsidiaries | ||
Current assets: | ||
Cash and cash equivalents | 592 | |
Accounts receivable, net of allowance for doubtful accounts of $0 in 2015 and $61 in 2014 | 21,998 | |
Inventories | 18,064 | |
Restricted cash | 11,640 | |
Deferred issuance costs | 4,052 | |
Prepaid expenses and other current assets | 1,734 | |
Total current assets | 58,080 | |
Property, plant and equipment, net of accumulated depreciation of $49.1 million in 2015 and $40.9 million in 2014 | 316,259 | |
Intangible assets, net of accumulated amortization of $6.9 million in 2015 and $1.0 million in 2014 | 722 | |
Goodwill | 4,879 | |
Debt issuance costs, net of accumulated amortization of $0.5 million in 2015 and $3.0 million in 2014 | 3,594 | |
Other long-term assets | 955 | |
Total assets | 384,489 | |
Current liabilities: | ||
Accounts payable | 4,013 | |
Related party payable | 2,354 | |
Accrued and other current liabilities | 8,159 | |
Deferred revenue | 60 | |
Current portion of interest payable | 73 | |
Current portion of long-term debt and capital lease obligations | 10,237 | |
Total current liabilities | 24,896 | |
Long-term debt and capital lease obligations | 83,838 | |
Other long-term liabilities | 1,227 | |
Total liabilities | $ 109,961 | |
Commitments and contingencies | ||
Partners' capital: | ||
Predecessor equity | $ 271,495 | |
Total Enviva Partners, LP partners' capital | 271,495 | |
Noncontrolling partners' interests | 3,033 | |
Total partners' capital | 274,528 | |
Total liabilities and partners' capital | $ 384,489 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands, shares in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Accounts receivable, allowance for doubtful accounts | $ 0 | |
Property, plant and equipment, accumulated depreciation | 49,103 | |
Intangible assets, accumulated amortization | 6,945 | $ 1,028 |
Debt issuance costs, accumulated amortization | $ 500 | |
Limited partner units outstanding | 23.8 | |
Enviva, LP and Subsidiaries | ||
Accounts receivable, allowance for doubtful accounts | 61 | |
Property, plant and equipment, accumulated depreciation | 40,858 | |
Intangible assets, accumulated amortization | 1,000 | |
Debt issuance costs, accumulated amortization | $ 3,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Product sales | $ 115,081 | $ 335,857 |
Other revenue | 1,507 | 4,704 |
Net revenue | 116,588 | 340,561 |
Cost of goods sold, excluding depreciation and amortization | 96,238 | 279,858 |
Depreciation and amortization | 6,294 | 21,587 |
Total cost of goods sold | 102,532 | 301,445 |
Gross margin | 14,056 | 39,116 |
General and administrative expenses | 4,779 | 13,176 |
Income from operations | 9,277 | 25,940 |
Other income (expense): | ||
Interest expense | (2,887) | (7,576) |
Related party interest expense | 0 | (1,097) |
Early retirement of debt obligation | (4,699) | |
Other income | 9 | 24 |
Total other expense, net | (2,878) | (13,348) |
Income (loss) before income tax expense | 6,399 | 12,592 |
Income tax expense | 1 | 2,657 |
Net income (loss) | 6,398 | 9,935 |
Less net loss attributable to noncontrolling partners' interests | 14 | 30 |
Net income (loss) attributable to Enviva Partners, LP | $ 6,412 | $ 9,965 |
Net income per unit: | ||
Common - basic (in dollars per unit) | $ 0.27 | $ 0.51 |
Common - Diluted (in dollars per unit) | 0.27 | 0.50 |
Subordinated - basic (in dollars per unit) | 0.27 | 0.51 |
Subordinated - diluted (in dollars per unit) | $ 0.27 | $ 0.50 |
Weighted average number of limited partner units outstanding | ||
Common - basic (in units) | 11,906 | 11,906 |
Common - diluted (in units) | 12,193 | 12,179 |
Subordinated - basic and diluted (in units) | 11,905 | 11,905 |
Distribution declared per limited partner unit for respective periods | $ 0.4400 | $ 0.7030 |
Limited Partners | ||
Other income (expense): | ||
Net income (loss) attributable to Enviva Partners, LP | $ 12,097 | |
Enviva, LP and Subsidiaries | ||
Other income (expense): | ||
Net income (loss) attributable to Enviva Partners, LP | $ (2,132) |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Changes in Partners' Capital - USD ($) shares in Thousands, $ in Thousands | Net Parent Investment | Common Units-Public | Common Units-Sponsor | Subordinated Units | Noncontrolling Interest | Total |
Balance at the beginning of the period at Dec. 31, 2014 | $ 271,495 | $ 3,033 | $ 274,528 | |||
Changes in Partners' Capital | ||||||
Conveyance of Enviva Pellets Southampton, LLC to Hancock JV | (91,696) | (91,696) | ||||
Contribution of Enviva Cottondale Acquisition II, LLC | 132,765 | 132,765 | ||||
Distribution to sponsor | (4,152) | (4,152) | ||||
Expenses incurred by sponsor | 3,088 | 3,088 | ||||
Net income | (2,132) | (9) | (2,141) | |||
Balance at the end of the period at May. 04, 2015 | 309,368 | 3,024 | 312,392 | |||
Balance at the beginning of the period at Dec. 31, 2014 | 271,495 | 3,033 | $ 274,528 | |||
Balance at the end of the period (in units) at Sep. 30, 2015 | 11,501 | 405 | 11,905 | 23,800 | ||
Changes in Partners' Capital | ||||||
Net income | $ 9,935 | |||||
Balance at the end of the period at Sep. 30, 2015 | $ 212,170 | $ 4,602 | $ 135,232 | 3,003 | 355,007 | |
Balance at the beginning of the period at May. 04, 2015 | 309,368 | 3,024 | $ 312,392 | |||
Balance at the end of the period (in units) at Sep. 30, 2015 | 11,501 | 405 | 11,905 | 23,800 | ||
Changes in Partners' Capital | ||||||
Net proceeds from initial public offering, net of deferred IPO costs | $ 209,065 | $ 209,065 | ||||
Net proceeds from initial public offering, net of deferred IPO costs (in units) | 11,500 | |||||
Distribution to sponsor | (172,550) | (172,550) | ||||
Allocation of net Parent investment to sponsor | $ (136,818) | $ 4,503 | $ 132,315 | |||
Allocation of net Parent investment to sponsor (in units) | 405 | 11,905 | ||||
Issuance of common units under Long-Term Incentive Plan | 1 | |||||
Cash distributions, phantom units and distribution equivalents | $ (3,101) | $ (107) | $ (3,131) | (6,339) | ||
Unit-based compensation | 363 | 363 | ||||
Net income | 5,843 | 206 | 6,048 | (21) | 12,076 | |
Balance at the end of the period at Sep. 30, 2015 | $ 212,170 | $ 4,602 | $ 135,232 | $ 3,003 | $ 355,007 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 9,935 | |
Adjustment to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 21,621 | |
Amortization of debt issuance costs and original issue discount | 1,229 | |
General and administrative expense incurred by Enviva Holdings, LP | 475 | |
Allocation of income tax expense from Enviva Cottondale Acquisition I, LLC | 2,663 | |
Early retirement of debt obligation | 4,699 | |
Unit-based compensation expense | 363 | |
Other operating | (74) | |
Change in operating assets and liabilities: | ||
Accounts receivable | (9,954) | |
Prepaid expenses and other assets | (757) | |
Inventories | (4,985) | |
Other long-term assets | 494 | |
Accounts payable, accrued liabilities and other current liabilities | 13,405 | |
Accrued interest | 33 | |
Deferred revenue | 515 | |
Net cash provided by operating activities | 39,662 | |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (4,129) | |
Payment of acquisition related costs | (3,573) | |
Proceeds from the sale of equipment | 277 | |
Net cash used in investing activities | (7,425) | |
Cash flows from financing activities: | ||
Principal payments on debt and capital lease obligations | (183,183) | |
Cash paid related to debt issuance costs | (5,123) | |
Termination payment for interest rate swap derivative | (146) | |
Release of cash restricted for debt service | 11,640 | |
IPO proceeds, net | 215,050 | |
Cash distribution to sponsor | (176,702) | |
Cash paid for deferred IPO costs | (1,790) | |
Cash distribution to unitholders | (6,159) | |
Proceeds from contributions from sponsor | 10,236 | |
Proceeds from debt issuance | 178,505 | |
Net cash provided by (used in) financing activities | 42,328 | |
Net increase (decrease) in cash and cash equivalents | 74,565 | |
Cash and cash equivalents, beginning of period | 592 | |
Cash and cash equivalents, end of period | 75,157 | |
Non-cash investing and financing activities: | ||
The Partnership acquired property, plant and equipment in non-cash transactions: Property, plant and equipment acquired and included in accounts payable and accrued liabilities | 1,431 | |
The Partnership acquired property, plant and equipment in non-cash transactions: Property, plant and equipment acquired under notes payable | 39 | |
The Partnership acquired property, plant and equipment in non-cash transactions: property, plant and equipment transferred from prepaid expenses | 173 | |
The Partnership acquired property, plant and equipment in non-cash transactions: property, plant and equipment transferred from inventory | 146 | |
Contribution of Enviva Pellets Cottondale, LLC non-cash net assets | 122,529 | |
Application of deferred IPO costs to partners' capital | 5,913 | |
IPO costs included in accounts payable and accrued liabilities | 21 | |
Distributions included in liabilities | 179 | |
Debt issuance costs included in accrued liabilities | 66 | |
Conveyance of Enviva Pellets Southampton, LLC to Hancock JV | 91,696 | |
Distribution of Enviva Pellets Cottondale, LLC assets to sponsor | 354 | |
Non-Cash adjustment to financed insurance and prepaid expenses | 105 | |
Gain on disposal included in receivables | 8 | |
Depreciation capitalized to inventories | 409 | |
Non-cash capital contributions from sponsor | 339 | |
Supplemental information: | ||
Interest paid | 7,369 | |
Enviva, LP and Subsidiaries | ||
Cash flows from operating activities: | ||
Net income (loss) | $ (2,123) | |
Adjustment to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 14,335 | |
Amortization of debt issuance costs and original issue discount | 1,516 | |
Early retirement of debt obligation | 73 | |
Unit-based compensation expense | 2 | |
Other operating | 46 | |
Change in operating assets and liabilities: | ||
Accounts receivable | (4,454) | |
Prepaid expenses and other assets | 2,331 | |
Inventories | 3,833 | |
Other long-term assets | 268 | |
Accounts payable, accrued liabilities and other current liabilities | 5,541 | |
Accrued interest | (286) | |
Deferred revenue | (536) | |
Other long-term liabilities | 384 | |
Net cash provided by operating activities | 20,930 | |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (13,860) | |
Restricted cash | 43 | |
Proceeds from the sale of equipment | 25 | |
Net cash used in investing activities | (13,792) | |
Cash flows from financing activities: | ||
Principal payments on debt and capital lease obligations | (40,117) | |
Cash restricted for debt service | (4,600) | |
Proceeds from debt issuance | 37,000 | |
Net cash provided by (used in) financing activities | (7,717) | |
Net increase (decrease) in cash and cash equivalents | (579) | |
Cash and cash equivalents, beginning of period | $ 592 | 3,558 |
Cash and cash equivalents, end of period | 2,979 | |
Non-cash investing and financing activities: | ||
The Partnership acquired property, plant and equipment in non-cash transactions: Property, plant and equipment acquired and included in accounts payable and accrued liabilities | 327 | |
The Partnership acquired property, plant and equipment in non-cash transactions: Property, plant and equipment acquired and included in other assets as notes receivable | 175 | |
The Partnership acquired property, plant and equipment in non-cash transactions: Property, plant and equipment acquired under capital leases | 290 | |
Financed insurance | 2,157 | |
Depreciation capitalized to inventories | 242 | |
Early retirement of debt obligation: Deposit applied to principal outstanding under promissory note | 391 | |
Early retirement of debt obligation: Deposit applied to accrued interest under promissory note | 154 | |
Non-cash capital contributions from sponsor | 1,083 | |
Supplemental information: | ||
Interest paid | $ 5,181 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Description of Business and Basis of Presentation | |
Description of Business and Basis of Presentation | (1) Description of Business and Basis of Presentation Enviva Partners, LP (the “Partnership”) is a Delaware limited partnership formed on November 12, 2013 as a wholly owned subsidiary of Enviva Holdings, LP (the “sponsor”). Through its interests in Enviva, LP (the “Predecessor”) and Enviva GP, LLC, the general partner of the Predecessor, the Partnership supplies utility-grade wood pellets to major power generators under long-term, take-or-pay off-take contracts. The Partnership acquires wood fiber from landowners and other suppliers, dries and processes that fiber into wood pellets at industrial-scale production plants and transports those products to deep-water marine terminals where they are stored and then distributed to customers. Wood pellets are sold principally to Northern European power generators who use them as a substitute fuel for coal in dedicated biomass or co-fired coal power plants. The Partnership operates five 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 and from a third-party deep-water marine terminal in Mobile, Alabama under a long-term contract. Production from the Partnership’s wood pellet production plant in Cottondale, Florida (the “Cottondale plant”) is exported from a third-party terminal in Panama City, Florida, under a long-term contract. On May 4, 2015, the Partnership completed an initial public offering (the “IPO”) of common units representing limited partner interests in the Partnership (see Note 2, Initial Public Offering ). Prior to the closing of the IPO, the sponsor contributed to the Partnership its interests in the Predecessor, Enviva GP, LLC, and Enviva Cottondale Acquisition II, LLC (“Acquisition II”), which was the owner of Enviva Pellets Cottondale, LLC (“Cottondale”). The primary assets contributed to the Partnership by the sponsor included five industrial-scale wood pellet production plants and a wholly-owned deep-water terminal and long-term contractual arrangements to sell the wood pellets produced at the plants to third parties. Until April 9, 2015, Enviva MLP Holdco, LLC, a wholly-owned subsidiary of the sponsor, was the owner of the Predecessor, and Enviva Cottondale Acquisition I, LLC (“Acquisition I”), a wholly-owned subsidiary of the sponsor, was the owner of Acquisition II. In January 2015, the sponsor acquired Green Circle Bio Energy, Inc. (“Green Circle”), which owned the Cottondale plant. Acquisition I contributed it to the Partnership in April 2015 in exchange for subordinated units in the Partnership. Prior to such contribution, the sponsor converted Green Circle into a Delaware limited liability company and changed the name of the entity to “Enviva Pellets Cottondale, LLC.” In connection with the closing of the Senior Secured Credit Facilities (as defined below) (see Note 10, Long-Term Debt and Capital Lease Obligations ), on April 9, 2015, the Partnership, the Predecessor and the sponsor executed a series of transactions that were accounted for as common control transactions and are referred to as the “Reorganization:” · Under a Contribution Agreement, the Predecessor conveyed 100% of the outstanding limited liability company interest in Enviva Pellets Southampton, LLC, which owns a wood pellet production plant in Southampton County, Virginia (the “Southampton plant”), to a joint venture between the sponsor and Hancock Natural Resource Group, Inc. and certain other affiliates of John Hancock Life Insurance Company (the “Hancock JV,” which is consolidated by the sponsor); and · Under a separate Contribution Agreement by and among the sponsor, Enviva MLP Holdco, LLC, Acquisition I, the Predecessor and the Partnership, the parties executed the following transactions: · The Predecessor distributed cash and cash equivalents of $1.7 million and accounts receivable of $2.4 million to the sponsor; · The sponsor contributed to the Partnership 100% of the outstanding limited liability company interest in Acquisition II, the former owner of Cottondale (formerly Green Circle Bio Energy, Inc.), which owns the Cottondale plant; · The sponsor contributed 100% of the outstanding interests in each of the Predecessor and Enviva GP, LLC to the Partnership; and · The Partnership used $82.2 million of the proceeds from borrowings under the Senior Secured Credit Facilities to repay all outstanding indebtedness under the Predecessor’s $120.0 million senior secured credit facilities (the “Prior Senior Secured Credit Facilities”) and related accrued interest (see Note 10, Long-Term Debt and Capital Lease Obligations ). As a result of the Reorganization, the Partnership became the owner of the Predecessor, Enviva GP, LLC and Acquisition II. On April 9, 2015, the Partnership also entered into a Master Biomass Purchase and Sale Agreement (the “Biomass Purchase Agreement”) pursuant to which the Hancock JV sells to the Partnership, at a fixed price per metric ton, wood pellets initially sourced from the production at the Southampton plant. The purchased wood pellets from the Hancock JV are sold to the Partnership’s customers under existing off-take contracts. In connection with the closing of the IPO, under a Contribution Agreement by and among the sponsor, Enviva MLP Holdco, LLC, Acquisition I, the Predecessor and the Partnership, Acquisition II merged into the Partnership and the Partnership contributed its interest in Cottondale to the Predecessor. The accompanying unaudited interim condensed consolidated financial statements (“interim statements”) of the Partnership have been prepared in connection with the completed IPO of common units representing limited partner interests in the Partnership. The accompanying interim statements include the accounts of the Predecessor and its subsidiaries and were prepared using the Predecessor’s historical basis. Prior to the IPO, certain of the assets and liabilities of the Predecessor were transferred to the Partnership within the sponsor’s consolidated group in a transaction under common control and, as such, the condensed consolidated historical financial statements of the Predecessor are presented as the Partnership’s historical financial statements as we believe they provide a representation of our management’s ability to execute and manage our business plan. As entities under common control, the contributed assets were recorded on the balance sheet at the Predecessor’s historical basis rather than fair value. The financial statements were prepared using the Predecessor’s historical basis in the assets and liabilities, and include all revenues, costs, assets and liabilities attributed to the Predecessor. The financial statements for periods prior to the Reorganization have been recast to reflect the contribution of the sponsor’s interests in the Predecessor and Enviva GP, LLC as if the contributions occurred at the beginning of the periods presented and the contribution of the sponsor’s interests in Acquisition II as if the contribution occurred on January 5, 2015. Enviva Pellets Southampton, LLC is not included in the Partnership’s condensed consolidated financial statements effective April 9, 2015, the date of the Reorganization. The following table outlines the changes in consolidated net assets resulting from the contribution of Acquisition II to the Partnership and the conveyance of Enviva Pellets Southampton, LLC to the Hancock JV: Enviva Pellets Southampton, LLC Acquisition II Total Assets: Cash $ — $ $ Accounts receivable ) Inventories ) Prepaid expenses and other current assets ) Property, plant and equipment, net ) Intangibles, net — Goodwill — Other assets — Total assets ) Liabilities: Accounts payable ) Accrued liabilities ) Long-term debt and capital leases ) Other liabilities ) — ) Total liabilities ) Net assets contributed to Partnership $ ) $ $ The following is a reconciliation of the Predecessor’s partners’ capital as of December 31, 2014 and total net assets contributed to the Partnership prior to the May 4, 2015 IPO: Predecessor’s partners’ capital — December 31, 2014 $ Conveyance of Enviva Pellets Southampton, LLC to Hancock JV ) Distribution of cash to sponsor ) Contribution of Acquisition II Expenses incurred by sponsor Net loss January 1, 2015 to May 4, 2015 (prior to IPO) attributable to Predecessor ) Net loss January 1, 2015 to May 4, 2015 (prior to IPO) attributable to noncontrolling partners’ interest ) Predecessor’s partners’ capital — May 4, 2015 (prior to IPO) $ The following summarized unaudited pro forma consolidated income statement information for the nine months ended September 30, 2015 and 2014 assumes that the contribution of the sponsor’s interests in the Predecessor and Enviva GP, LLC occurred on January 1, 2014 and that the contribution of the sponsor’s interests in Acquisition II occurred on January 1, 2014. The summarized unaudited pro forma financial results are prepared for comparative purposes only. The summarized unaudited pro forma financial results may not be indicative of the results that would have occurred if the contributions had been completed as of January 1, 2014 or the results that will be attained in the future. Nine Months Ended September 30, 2015 2014 (Predecessor) Net revenue $ $ Net income Less net loss attributable to noncontrolling partners’ interests Net income attributable to Enviva Partners, LP Net income per limited partner unit: Common — diluted $ Subordinated — diluted $ The following table presents the changes to previously reported amounts of the Partnership’s condensed consolidated statement of operations for the three months ended March 31, 2015 included in the Partnership’s quarterly report on Form 10-Q for the quarter ended March 31, 2015 to reflect the contribution of Acquisition II as if it had been contributed on January 5, 2015, the date on which the sponsor acquired Green Circle: Three Months Ended March 31, 2015 As Reported Acquisition II Total Product sales $ $ $ Other revenue — Net revenue Cost of goods sold, excluding depreciation and amortization Depreciation and amortization Total cost of goods sold Gross margin General and administrative expenses (Loss) income from operations ) Other income (expense): Interest expense ) ) ) Other income Total other expense, net ) ) ) (Loss) income before income tax expense ) Income tax expense — Net (loss) income ) Less net loss attributable to noncontrolling partners’ interests — Net (loss) income attributable to Enviva Partners, LP $ ) $ $ The Partnership’s condensed consolidated statement of operations for the nine months ended September 30, 2015 includes income tax expense of $2.7 million related to the activities of the Cottondale plant, from the date of acquisition on January 5, 2015 through April 8, 2015. During this period, Cottondale was a corporate subsidiary of Acquisition II, a wholly-owned corporate subsidiary of Acquisition I, the corporate parent of the consolidated group. On April 7 and 8, 2015, Cottondale and Acquisition II, respectively, converted to limited liability companies. Prior to the contribution of Acquisition II to the Partnership on April 9, 2015, the financial results of Acquisition II and Cottondale were included in the consolidated federal income tax return of the tax paying entity, Acquisition I. As the income tax expense recorded for the period January 5, 2015 through April 9, 2015 related to the time that the Cottondale plant and Acquisition II were corporate subsidiaries of Acquisition I’s consolidated group, the income tax expense is reflected as an equity contribution on the books of Cottondale. 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 Article 10 of Regulation S-X issued by the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments and accruals that are necessary for a fair presentation of the results of all 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 prospectus of Enviva Partners, LP as filed with the SEC on April 29, 2015 in connection with the IPO. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2015 | |
Initial Public Offering. | |
Initial Public Offering | (2) Initial Public Offering On May 4, 2015, the Partnership completed an IPO of 11,500,000 common units, including common units issued upon exercise of the underwriter’s option, representing limited partner interests in the Partnership at a price to the public of $20.00 per unit ($18.80 per common unit, net of underwriting discounts and commissions) and constituting approximately 48.3% of the Partnership’s outstanding limited partner interests. The IPO was registered pursuant to a registration statement on Form S-1 originally filed on October 27, 2014, as amended (Registration No. 333-199625), that was declared effective by the SEC on April 28, 2015. The net proceeds from the IPO of approximately $215.1 million after deducting the underwriting discount and structuring fee were used to (i) repay intercompany indebtedness related to the acquisition of Green Circle in the amount of approximately $83.0 million and (ii) distribute approximately $86.7 million to the sponsor related to its contribution of assets to the Partnership in connection with the IPO, with the Partnership retaining $45.4 million for general partnership purposes, including offering expenses. The sponsor owns 405,138 common units and all of the Partnership’s subordinated units, representing 51.7% of the Partnership’s limited partner interests. Enviva Partners GP, LLC, the Partnership’s general partner and a wholly-owned subsidiary of the sponsor (the “General Partner”), owns all the outstanding incentive distribution rights (“IDRs”). |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Significant Accounting Policies | |
Significant Accounting Policies | (3) Significant Accounting Policies Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Partnership and its subsidiaries. All intercompany accounts and transactions have been eliminated. Certain amounts for the nine months ended September 30, 2014 have been reclassified to conform to the current presentation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect the amounts reported in the Partnership’s unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. Segment and Geographic Information Operating segments are defined as components of an enterprise about which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Partnership views its operations and manages its business as one operating segment. All long-lived assets of the Partnership are located in the United States. Other Comprehensive Income (Loss) Comprehensive loss includes net loss and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that, under GAAP, are recorded as an element of partners’ capital but are excluded from net loss. The Partnership had no components of other comprehensive income (loss) for the three and nine months ended September 30, 2015 and 2014. Net Income per Limited Partner Unit The Partnership computes net income per unit using the two-class method as the Partnership has more than one class of participating securities, including common units, subordinated units, certain equity based-compensation awards and incentive distribution rights. The Partnership bases its calculation of net income per unit on the weighted-average number of common and subordinated limited partner units outstanding during the period. Diluted net income per unit includes the effects of potentially dilutive time-based and performance-based phantom units on our common units. The General Partner owns a non-economic interest in the Partnership, which does not entitle it to receive cash distributions, but owns all of the outstanding IDRs as of September 30, 2015. Pursuant to the partnership agreement, IDRs represent the right to receive increasing percentages (ranging from 15% to 50%) of quarterly distributions from operating surplus after the minimum quarterly distribution and certain target distribution levels have been achieved. Net income per unit applicable to limited partners (including the holder of subordinated units) is computed by dividing limited partners’ interest in net income by the weighted-average number of outstanding common and subordinated units. Income Taxes The Partnership and sponsor are pass-through entities and are not considered taxable entities for federal income tax purposes. Therefore, there is not a provision for U.S. federal and most state income taxes in the accompanying condensed consolidated financial statements. The Partnership’s net income or loss is allocated to its partners in accordance with the partnership agreement. The partners are taxed individually on their share of the Partnership’s earnings. At September 30, 2015 and December 31, 2014, the Partnership and sponsor did not have any liabilities for uncertain tax position or gross unrecognized tax benefit. Some states impose franchise and capital taxes on the Partnership. Such taxes are not material to the condensed consolidated financial statements and have been included in other income (expense) as incurred. Income tax expense for the nine months ended September 30, 2015 includes expense incurred by Acquisition II prior to being contributed to the Partnership. Cash and Cash Equivalents Cash and cash equivalents consist of short-term, highly liquid investments readily convertible into cash with an original maturity of three months or less. Restricted Cash The Predecessor funded a restricted debt service reserve account in connection with the Prior Senior Secured Credit Facilities (see Note 10, Long-Term Debt and Capital Lease Obligations ). The restricted debt service reserve account was released as a result of the repayment in full of the Prior Senior Secured Credit Facilities on April 9, 2015. Revenue Recognition The Partnership primarily earns revenue by supplying wood pellets to customers under long-term, U.S. dollar-denominated contracts (also referred to as “off-take” contracts). The Partnership refers to the structure of the contracts as “take-or-pay” because they include a firm obligation to take a fixed quantity of product at a stated price and provisions that ensure the Partnership will be made whole in the case of the customer’s failure to accept all or a part of the contracted volumes or for termination by the customer. Each contract defines the annual volume of wood pellets that the customer is required to purchase and the Partnership is required to sell, the fixed price per metric ton for product satisfying a base net calorific value and other technical specifications, and, in some instances, provides for price adjustments for actual product specification and changes in underlying costs. Revenues from the sale of wood pellets are recognized when the goods are shipped, title passes, the sales price to the customer is fixed and collectability is reasonably assured. Depending on the specific off-take contract, shipping terms are either Cost, Insurance and Freight (“CIF”) or Free on Board (“FOB”). Under a CIF contract, the Partnership procures and pays for shipping costs, which include insurance and all other charges, up to the port of destination for the customer. These costs are included in the price to the customer and, as such, are included in revenue and cost of goods sold. Under a FOB contract, the customer is directly responsible for shipping costs. In some cases, the Partnership may purchase shipments of product from a third-party supplier and resell them in back-to-back transactions that immediately transfer title and risk of loss to the ultimate purchaser. Thus, the revenue from these transactions is recorded net of costs paid to the third-party supplier. The Partnership records this revenue as “Other revenue.” In instances when a customer requests the cancellation, deferral or acceleration of a shipment, the customer may pay a fee, including reimbursement of any incremental costs incurred by the Partnership, which is included in revenue. Cost of Goods Sold Cost of goods sold includes the costs to produce and deliver wood pellets to customers. Raw material, production and distribution costs associated with delivering wood pellets to the ports and third-party wood pellet purchase costs are capitalized as a component of inventory. Fixed production overhead, including the related depreciation expense, is allocated to inventory based on the normal capacity of the facilities. These costs are reflected in cost of goods sold when inventory is sold. Distribution costs associated with shipping wood pellets to customers and amortization are expensed as incurred. Inventory is recorded using FIFO, which requires the use of judgment and estimates. Given the nature of the inventory, the calculation of cost of goods sold is based on estimates used in the valuation of the FIFO inventory and in determining the specific composition of inventory that is sold to each customer. The Partnership entered into the Biomass Purchase Agreement pursuant to which the Hancock JV sells certain volumes of wood pellets per month to the Partnership at a fixed price per metric ton. The pellets purchased from the Hancock JV are sold to the Partnership’s customers under existing off-take contracts (see Note 11, Related Party Transactions ). Additionally, the purchase price of acquired customer contracts that were recorded as intangible assets are amortized as deliveries are made during the contract term. Derivative Instruments The Predecessor used derivative financial instruments to manage its exposure to fluctuations in interest rates on long-term debt as required per the terms of the Prior Senior Secured Credit Facilities (see Note 10, Long-Term Debt and Capital Lease Obligations ). The Partnership does not hold or issue derivative financial instruments for trading or speculative purposes. The Predecessor accounted for the interest rate swaps by recognizing all derivative financial instruments on the condensed consolidated balance sheets at fair value. The Predecessor’s interest rate swap agreements were not designated as hedges; therefore, the gain or loss was recognized in the condensed consolidated statements of operations in interest expense. In connection with the repayment of the Prior Senior Secured Credit Facilities in April 2015 (see Note 10, Long-Term Debt and Capital Lease Obligations ), the Predecessor terminated the interest rate swaps and paid a termination fee of $0.1 million. The Partnership does not currently hold any interest rate swaps or derivative financial instruments. Debt Issuance Costs and Original Issue Discount Debt issuance costs represent legal fees and other direct expenses associated with securing the Partnership’s credit agreements and are capitalized on the condensed consolidated balance sheets as other long-term assets. Original issue discounts are recorded on the condensed consolidated balance sheets within the carrying amount of long-term debt. Debt issuance costs and original issue discount are amortized over the term of the related debt using straight line amortization, which approximates the effective interest rate method. The Predecessor and the Partnership primarily incurred debt issuance costs and original issue discount in connection with the Prior Senior Secured Credit Facilities and Senior Secured Credit Facilities, respectively (see Note 10, Long-Term Debt and Capital Lease Obligations ). Debt issuance costs, net at September 30, 2015 and December 31, 2014, was $4.7 million and $3.6 million, respectively. Gains or losses on debt extinguishment include any associated unamortized debt issuance costs and original issue discount. Deferred Issuance Costs Deferred issuance costs primarily consist of legal, accounting, printing and other fees relating to the IPO. These costs were offset against the proceeds of the IPO. As of September 30, 2015 and December 31, 2014, the Partnership had $0 and $4.1 million of deferred issuance costs, respectively. Intangible Assets In April 2015, the sponsor contributed net assets to the Partnership associated with the acquisition of Green Circle in January 2015, which included intangible assets related to favorable customer contracts. The Partnership also recorded payments made to acquire a six-year wood pellet off-take contract with a European utility in 2010 as an intangible asset. These costs are recoverable through the future revenue streams generated from the customer contracts and are closely related to the revenue from the customer contracts. These costs are recorded as an asset and charged to expense as the revenue is recognized. All other costs, such as general and administrative expenses and costs associated with the negotiation of a contract that is not consummated, are charged to expense as incurred. Intangible assets are evaluated for impairment when events and changes in circumstances indicate the carrying value may not be recoverable. At September 30, 2015, intangible assets included favorable customer contract and an acquired customer contract, and at December 31, 2014, intangible assets included an acquired customer contract. The customer contract intangible assets are amortized as deliveries are completed during the contract terms (see Note 9, Goodwill and Other Intangible Assets ). Goodwill Goodwill represents the purchase price paid for an acquired business in excess of the identifiable acquired assets and assumed liabilities. Goodwill is not amortized, but is tested for impairment annually and whenever an event occurs or circumstances change such that it is more likely than not that the fair value of the reporting unit is less than its carrying amounts. The Partnership has identified one reporting unit which corresponds to the Partnership’s one segment and has selected the fourth fiscal quarter to perform its annual goodwill impairment test. A qualitative assessment is first made to determine whether it is necessary to perform quantitative testing. If this initial qualitative assessment indicates that it is more likely than not that the fair value is more than its carrying value, goodwill is not considered impaired and the Partnership is not required to perform the two-step impairment test. Qualitative factors considered in this assessment include (i) macroeconomic conditions, (ii) past, current and projected future financial performance, (iii) industry and market considerations, (iv) changes in the costs of raw materials, fuel and labor and (v) entity-specific factors such as changes in management or customer base. If the results of the qualitative assessment indicate that it is more likely than not that goodwill is impaired, the Partnership will perform a two-step impairment test. Under the first step, the fair value of the reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed. If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the entity must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. For the years ended December 31, 2014 and 2013, the Predecessor applied the qualitative test and determined that it was more likely than not that the estimated fair value of the reporting unit substantially exceeded the related carrying value, and, accordingly, was not required to apply the two-step impairment test. The Predecessor has not recorded any goodwill impairment for the years ended December 31, 2014 and 2013 (see Note 9, Goodwill and Other Intangible Assets ). Unit-Based Compensation Employees, consultants and directors of the General Partner and any of its affiliates are eligible to receive awards under the Enviva Partners, LP Long-Term Incentive Plan. For accounting purposes, units granted to employees of the Partnership’s affiliates are treated as if they are distributed by the Partnership. In May, June and July 2015, phantom units in tandem with corresponding distribution equivalent rights were granted to employees of Enviva Management Company, LLC who provide services to the Partnership and to certain non-employee directors of the General Partner. These awards vest subject to the satisfaction of service requirements or the achievement of certain performance goals, following which common units in the Partnership will be delivered to the holder of the phantom units. Affiliate entities recognize compensation expense for the phantom units awarded to their employees and a portion of that expense is allocated to the Partnership (see Note 13, Equity-Based Awards ). The Partnership’s outstanding unit-based awards do not have a cash option and are classified as equity on the Partnership’s condensed consolidated balance sheets. The Partnership also recognizes compensation expense for units awarded to non-employee directors. Impairment of Long-Lived Assets Long-lived assets, such as property, plant and equipment and amortizable intangible assets, are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require that a long-lived asset or asset group be tested for possible impairment, the Partnership first compares undiscounted cash flows expected to be generated by that asset or asset group to such asset or asset group’s carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Fair Value Measurements The Partnership applies authoritative accounting guidance for fair value measurements of financial and nonfinancial assets and liabilities. The Partnership uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Partnership determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: · Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. · Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. · Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. Recent and Pending Accounting Pronouncements In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments , to amend the guidance for amounts that are adjusted in a merger or acquisition. The standard eliminates the requirement for an acquirer to retrospectively adjust the financial statements for measurement period adjustments that occur in periods after a business combination is consummated. The ASU is effective for public business entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. The Partnership is in the process of evaluating the impact of adoption on its consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory . The standard simplifies the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value for entities using the first-in, first-out method of valuing inventory. ASU No. 2015-11 eliminates other measures required by current guidance to determine net realizable value. ASU No. 2015-11 is effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years and early adoption is permitted. The Partnership is in the process of evaluating the impact of adoption on its consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-06, Earnings Per Share (Topic 260)—Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions—a consensus of the FASB Emerging Issues Task Force (EITF) . The amendments in ASU No. 2015-06 apply to master limited partnerships subject to the Master Limited Partnerships Subsections of Topic 260 that receive net assets through a dropdown transaction that is accounted for under the Transactions Between Entities Under Common Control Subsections of Subtopic 805-50, Business Combinations—Related Issues. When a general partner transfers, or “drops down,” net assets to a master limited partnership and that transaction is accounted for as a transaction between entities under common control, the statements of operations of the master limited partnership are adjusted retrospectively to reflect the dropdown transaction as if it occurred on the earliest date during which the entities were under common control. The amendments in ASU No. 2015-06 specify that for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated entirely to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners (which is typically the earnings per unit measure presented in the financial statements) would not change as a result of the dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs for purposes of computing earnings per unit under the two-class method also are required. The amendments in ASU No. 2015-06 are effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The amendments in ASU No. 2015-06 should be applied retrospectively for all financial statements presented. The Partnership is evaluating the new pronouncement to determine the impact it may have on its consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest (Topic 835-30): Simplifying the Presentation of Debt Issuance Costs . ASU No. 2015-03 requires the presentation of debt issuance costs in the balance sheet as a reduction from the related debt liability rather than as an asset. The amortization of such costs will continue to be reported as interest expense. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 and allows early adoption for financial statements that have not been previously issued. The update requires retrospective application upon adoption. Upon adoption, the Partnership expects to reclassify amounts included as debt issuance costs within total assets on the consolidated balance sheet to a reduction of long-term debt within total liabilities on the consolidated balance sheet for all periods presented. The adoption is not expected to have an impact on the periodic amount amortized. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis . The new standard reduces the number of consolidation models and simplifies their application. The amendments in ASU No. 2015-02 are intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships and similar legal entities. The amendments simplify the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments (1) eliminate the presumption that a general partner should consolidate a limited partnership, (2) eliminate the indefinite deferral of FASB Statement No. 167, thereby reducing the number of variable interest entity (“VIE”) consolidation models from four to two (including the limited partnership consolidation model), (3) clarify when fees paid to a decision maker should be a factor to include in the consolidation of VIEs, (4) amend the guidance for assessing how related party relationships affect VIE consolidation analysis and (5) exclude certain money market funds from the consolidation guidance. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The standard allows early adoption, including early adoption in an interim period. The Partnership is in the process of evaluating the impact of adoption on its consolidated financial statements. In January 2015, the FASB issued ASU No. 2015-01, Income Statement-Extraordinary and Unusual Items . The new standard eliminates the concept of an extraordinary item from GAAP. As a result, an entity will no longer be required to segregate extraordinary items from the results of ordinary operations, to separately present an extraordinary item on its income statement, net of tax, after income from continuing operations or to disclose income taxes and earnings-per-share data applicable to an extraordinary item. However, ASU No. 2015-01 will still retain the presentation and disclosure guidance for items that are unusual in nature and occur infrequently. The standard is effective for periods beginning after December 15, 2015 and early adoption is permitted. The adoption is not expected to have a material effect on the Partnership’s consolidated financial statements. 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, as opposed to recognizing revenue when the risks and rewards transfer to the customer under the existing revenue guidance. The new standard also requires significantly expanded disclosure regarding qualitative and quantitative information about the nature, timing and uncertainty of revenue and cash flow arising from contracts with customers. On July 9, 2015, the FASB approved a one-year delay in the effective date of ASU No. 2014-09. The new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The standard permits the use of either applying retrospectively the amendment to each prior reporting period presented or retrospectively with the cumulative effect of initially applying at the date of initial application. The Partnership is in the process of evaluating the impact of adoption on its consolidated financial statements and has not determined which implementation method will be adopted. |
Significant Risks and Uncertain
Significant Risks and Uncertainties Including Business and Credit Concentrations | 9 Months Ended |
Sep. 30, 2015 | |
Significant Risks and Uncertainties Including Business and Credit Concentrations | |
Significant Risks and Uncertainties Including Business and Credit Concentrations | (4) Significant Risks and Uncertainties Including Business and Credit Concentrations The Partnership’s business is significantly impacted by greenhouse gas emission and renewable energy legislation and regulations in the European Union (the “E.U.”). If the E.U. significantly modifies such legislation and regulations, 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 Northern Europe. Three customers accounted for 92% of the Partnership’s product sales during the three months ended September 30, 2015 and 94% during the nine months ended September 30, 2015. Three customers accounted for 100% of the Partnership’s product sales during the three months ended September 30, 2014 and 99% during the nine months ended September 30, 2014. 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. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment | |
Property, Plant and Equipment | (5) Property, Plant and Equipment Property, plant and equipment consisted of the following at: September 30, 2015 December 31, 2014 (Predecessor) 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 $4.7 million and $15.7 million for the three and nine months ended September 30, 2015, respectively, and $4.7 million and $14.1 million for the three and nine months ended September 30, 2014, respectively. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2015 | |
Inventories | |
Inventories | (6) Inventories Inventories consisted of the following at: September 30, 2015 December 31, 2014 (Predecessor) Raw materials and work-in-process $ $ Consumable tooling Finished goods Total inventories $ $ |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments. | |
Derivative Instruments | (7) Derivative Instruments The Partnership has used interest rate swaps that meet the definition of a derivative instrument to manage changes in interest rates on its variable-rate debt instruments. The Prior Credit Agreement required the Predecessor to swap a minimum of 50% of the term loan balance outstanding under the Prior Senior Secured Credit Facilities. In connection with the issuance of the Prior Senior Secured Credit Facilities (see Note 10, Long-Term Debt and Capital Lease Obligations ), the Predecessor entered into floating-to-fixed interest rate swaps (the Partnership received a floating market rate and paid a fixed interest rate) to manage the interest rate exposure related to the Prior Senior Secured Credit Facilities. All indebtedness outstanding under the Prior Senior Secured Credit Facilities was repaid in full on April 9, 2015, and the related interest rate swaps were terminated. For the three and nine months ended September 30, 2015, the Partnership recorded $0 and an insignificant amount as interest expense related to the change in fair value of the interest rate swaps. The Partnership recorded insignificant amounts related to the change in the fair value of the interest rate swap agreements for the three and nine months ended September 30, 2014 as interest expense. In connection with the repayment of the Prior Senior Secured Credit Facilities in April 2015 (see Note 10, Long Term Debt and Capital Lease Obligations ), the Partnership terminated the interest rate swaps and paid a termination fee of $0.1 million. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Measurements | |
Fair Value Measurements | (8) Fair Value Measurements The amounts reported in the condensed consolidated balance sheets as cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses and other assets, accounts payable, related party payable and accrued liabilities approximate fair value because of the short-term nature of these instruments. Interest rate swaps and long-term and short-term debt 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 Level 2 instruments approximates fair value as of September 30, 2015 and December 31, 2014. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Other Intangible Assets | |
Goodwill and Other Intangible Assets | (9) Goodwill and Other Intangible Assets Acquired Intangible Assets Intangible assets consisted of the following at: September 30, 2015 December 31, 2014 Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Favorable customer contracts 3 years $ $ ) $ $ — $ — $ — Wood pellet contract 6 years ) ) Total $ $ ) $ $ $ ) $ In April 2015, the sponsor contributed net assets to the Partnership associated with the acquisition of Green Circle in January 2015, including intangible assets related to favorable customer contracts. 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 customer contracts and are closely related to the revenue from the customer contracts. The Partnership amortizes the customer contract intangible assets as deliveries are completed during the respective contract terms. During the three and nine months ended September 30, 2015, amortization of $1.6 million and $5.9 million, respectively, was included in cost of goods sold in the accompanying condensed consolidated statements of operations. During the three and nine months ended September 30, 2014, amortization of $0.1 million and $0.2 million, respectively, was included in cost of goods sold in the accompanying condensed consolidated statements of operations. Goodwill In 2015, the Partnership recorded an addition to goodwill of $80.7 million as part of the acquisition of Cottondale by the sponsor and its contribution to the Partnership as part of the Reorganization. Goodwill also resulted from the acquisition of a business from IN Group Companies and the acquisition of a company now known as Enviva Pellets Amory, LLC, both in 2010. |
Long-Term Debt and Capital Leas
Long-Term Debt and Capital Lease Obligations | 9 Months Ended |
Sep. 30, 2015 | |
Long-Term Debt and Capital Lease Obligations. | |
Long-Term Debt and Capital Lease Obligations | (10) Long-Term Debt and Capital Lease Obligations 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 “Senior Secured Credit Facilities”). The Senior Secured Credit Facilities consist 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) up to $25.0 million aggregate principal amount of revolving credit commitments. The Partnership will also be 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. 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. The applicable margin is (i) for Tranche A-1 base rate borrowings, 3.10% through April 2017, 2.95% thereafter through April 2018 and 2.80% thereafter, and for Tranche A-1 Eurodollar rate borrowings, 4.10% through April 2017, 3.95% thereafter through April 2018 and 3.80% thereafter and (ii) 3.25% for Tranche A-2 base rate borrowings and revolving facility base rate borrowings and 4.25% for Tranche A-2 Eurodollar rate borrowings and revolving facility Eurodollar rate borrowings. The applicable margin for revolving facility borrowings will be reduced by 0.50% if the Total Leverage Ratio (as defined below) is less than or equal to 2.00:1.00. During the continuance of an event of default, overdue amounts under the Senior Secured Credit Facilities will bear interest at 2.00% plus the otherwise applicable interest rate. The Partnership borrowed the full amount of the Tranche A-1 and Tranche A-2 facilities at the closing of the Credit Agreement. Of the total proceeds from borrowings under the Tranche A-1 and Tranche A-2 facilities, $82.2 million was used to repay all outstanding indebtedness under the Prior Senior Secured Credit Facilities and related accrued interest, $6.4 million was used to pay closing fees and expenses, and the balance of $85.9 million was used to make a distribution to the sponsor. Borrowings under the revolving facility may be used for working capital requirements and general partnership purposes, including the issuance of letters of credit. The Senior Secured Credit Facilities include customary lender and agency fees, including a 1.00% fee that was paid to the lenders at the closing of the Credit Agreement and a commitment fee payable on undrawn revolving facility commitments of 0.50% per annum (subject to a stepdown to 0.375% per annum if the Total Leverage Ratio is less than or equal to 2.00:1.00). Letters of credit issued under the revolving facility are subject to a fee calculated at the applicable margin for revolving facility Eurodollar rate borrowings. Interest is payable quarterly for loans bearing interest at the base rate and at the end of the applicable interest period for loans bearing interest at the Eurodollar rate. The principal amount of the Tranche A-1 facility is payable in quarterly installments of 0.50% through March 2017, 0.75% thereafter through March 2018 and 1.25% thereafter, in each case subject to a quarterly increase of 0.50% during each year if less than 75% of the aggregate projected production capacity of the wood pellet production plants for the two-year period beginning on January 1 of such year is contracted to be sold during such period pursuant to certain qualifying off-take contracts. The principal amount of the Tranche A-2 facility is payable in equal quarterly installments of 0.25%. No amortization is required with respect to the principal amount of the revolving facility. All outstanding amounts under the Senior Secured Credit Facilities will be due and the letter of credit commitments will terminate on the maturity date or upon earlier prepayment or acceleration. As of September 30, 2015, the Partnership had $97.4 million, net of $1.1 million unamortized original issue discount, of outstanding Tranche A-1 advances and $73.9 million, net of $0.7 million unamortized original issue discount, outstanding of Tranche A-2 advances priced at the Eurodollar rate, with an effective rate of 5.1% and 5.25%, respectively. The Partnership had $5.0 million outstanding under the letter of credit facility as of September 30, 2015. The letters of credit were issued in connection with contracts between the Partnership and third parties, in the ordinary course of business. The amounts required to be secured with letters of credit under these contracts may be adjusted or cancelled based on the specific third-party contract terms. The amounts outstanding as of September 30, 2015 are subject to automatic extensions through the termination dates of the letters of credit facilities. The letters of credit are not cash collateralized and no debt is outstanding as of September 30, 2015. The Partnership pays a fee of 3.75% on the outstanding letters of credit. The Partnership is required to make mandatory prepayments of the Senior Secured Credit Facilities with the proceeds of certain asset sales and debt incurrences. The Partnership may voluntarily prepay the Senior Secured Credit Facilities in whole or in part at any time without premium or penalty, except that prepayments of any portion of the Tranche A-1 or Tranche A-2 facilities made in connection with a repricing transaction (as well as any repricing of the Senior Secured Credit Facilities) prior to the six-month anniversary of the Credit Agreement closing date will incur a premium of 1.00% of amounts prepaid (or repriced). The Credit Agreement contains certain covenants, restrictions and events of default including, but not limited to, a change of control restriction and limitations on the Partnership’s ability to (i) incur indebtedness, (ii) pay dividends or make other distributions, (iii) prepay, redeem or repurchase certain debt, (iv) make loans and investments, (v) sell assets, (vi) incur liens, (vii) enter into transactions with affiliates, (viii) consolidate or merge and (ix) assign certain material contracts to third parties or unrestricted subsidiaries. The Partnership will be restricted from making distributions if an event of default exists under the Credit Agreement or if the interest coverage ratio (determined as the ratio of consolidated EBITDA, as defined in the Credit Agreement, to consolidated interest expense, determined quarterly) is less than 2.25:1.00 at such time. Pursuant to the Credit Agreement, the Partnership is required to maintain, as of the last day of each fiscal quarter, a ratio of total debt to consolidated EBITDA (“Total Leverage Ratio”), as defined in the Credit Agreement, of not more than a maximum ratio, initially set at 4.25:1.00 and stepping down to 3.75:1.00 during the term of the Credit Agreement; provided that the maximum permitted Total Leverage Ratio will be increased by 0.50:1.00 for the period from the consummation of certain qualifying acquisitions through the end of the second full fiscal quarter thereafter. As of September 30, 2015, the Partnership was in compliance with all covenants and restrictions associated with, and no events of default existed under, the Credit Agreement. The obligations under the Credit Agreement are guaranteed by certain of the Partnership’s subsidiaries and secured by liens on substantially all assets. Prior Senior Secured Credit Facilities In November 2012, the Predecessor entered into a Credit and Guaranty Agreement (the “Prior Credit Agreement”) that provided for a $120.0 million aggregate principal amount of senior secured credit facilities (the “Prior Senior Secured Credit Facilities”). The Prior Senior Secured Credit Facilities consisted of (i) $35.0 million aggregate principal amount of Tranche A advances, (ii) up to $60.0 million aggregate principal amount of delayed draw term commitments, (iii) up to $15.0 million aggregate principal amount of working capital commitments and (iv) up to $10.0 million aggregate principal amount of letter of credit facility commitments. The Prior Senior Secured Credit Facilities were repaid in full, including related accrued interest, in the amount of $82.2 million on April 9, 2015, the date of the closing of the Senior Secured Credit Facilities. The Partnership funded the repayment with a portion of borrowings under the Senior Secured Credit Facilities. For the three and nine months ended September 30, 2015, the Partnership recorded $0 and a $4.7 million loss, respectively, on early retirement of debt obligation related to the repayment. The loss includes a $3.2 million write off of unamortized deferred issuance costs and a $1.5 million write off of unamortized discount. In August 2015, the Partnership cancelled a $4.0 million letter of credit previously issued under the terms of the Prior Senior Secured Credit Facilities. At September 30, 2015, the Partnership had no outstanding letters of credit in connection with the Prior Senior Secured Credit Facilities. Related Party Notes Payable In connection with the January 5, 2015 acquisition of Green Circle, the sponsor made a term advance of $36.7 million to Green Circle under a revolving note. The revolving note accrued interest at an annual rate of 4.0%. In connection with the acquisition, the sponsor also advanced its wholly-owned subsidiary, Acquisition II, $50.0 million under a note payable accruing interest at an annual rate of 4.0%. Cottondale repaid $4.8 million of the outstanding principal in March 2015. As a result of the sponsor’s contribution of Acquisition II, which owned Cottondale, to the Partnership on April 9, 2015, the Partnership recorded $81.9 million of outstanding principal and $0.9 million of accrued interest related to these notes. In connection with the closing of the IPO on May 4, 2015, the related party notes payable outstanding principal of $81.9 million and accrued interest of $1.1 million were repaid by the Partnership to the sponsor. During the three and nine months ended September 30, 2015, $0 and $1.1 million, respectively, was incurred as related party interest expense. Long-term debt, at carrying value which approximates fair value, and capital lease obligations consisted of the following: September 30, 2015 December 31, 2014 (Predecessor) (unaudited) Senior Secured Credit Facilities, Tranche A-1 Advances, net of unamortized discount of $1.1 million as of September 30, 2015, with quarterly interest payments beginning June 30, 2015 at a Eurodollar Rate of 5.10% at September 30, 2015. A principal payment of $0.5 million is due quarterly through March 2017, $0.7 million is due quarterly June 2017 through March 2018, $1.2 million is due quarterly June 2018 through December 2019, and the final payment of $83.8 million is due on the April 9, 2020 maturity date $ $ — Senior Secured Credit Facilities, Tranche A-2 Advances, net of unamortized discount of $0.7 million as of September 30, 2015, with quarterly interest payments beginning June 30, 2015 at a Eurodollar Rate of 5.25% at September 30, 2015. A principal payment of $0.2 million is due quarterly through December 2019, and the final payment of $71.4 million is due on the April 9, 2020 maturity date — Prior Senior Secured Credit Facilities, Tranche A Advances, net of unamortized discount of $1.6 million as of December 31, 2014, with quarterly interest payments — Prior Senior Secured Credit Facilities, delayed draw term commitments with elected quarterly interest payments beginning the first quarter following the day that the cash was drawn — Enviva Pellets Wiggins construction loan, with monthly principal and interest (at an annual rate of 6.35%) payments of $32.9 and a lump sum payment of $2.4 million due on the October 18, 2016 maturity date Enviva Pellets Wiggins working capital line, with monthly principal and interest (at an annual rate of 6.35%) payments of $10.3 and a lump sum payment of $743.3 due on the October 18, 2016 maturity date Enviva Pellets Amory note, with principal and accrued interest (at an annual rate of 6.0%) due on the August 4, 2017 maturity date Enviva Pellets Southampton promissory note, with principal and interest in the amount of $0.9 million that was due on the June 8, 2017 maturity date. Present value for 3 years at an annual rate of 7.6% — 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 $ $ The aggregate maturities of long-term debt and capital lease obligations are as follows: Year Ending December 31: 2015 $ 2016 2017 2018 2019 Thereafter Total long-term debt and capital lease obligations $ |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions | |
Related Party Transactions | (11) Related Party Transactions Management Services Agreement On April 9, 2015, the Partnership, the General Partner, the Predecessor, Enviva GP, LLC and certain subsidiaries of the Predecessor (collectively, the “Service Recipients”) entered into a five-year Management Services Agreement (the “MSA”) with Enviva Management Company, LLC (the “Provider”), a subsidiary of Enviva Holdings, LP, pursuant to which the Provider provides the Service Recipients with general administrative and management services and other similar 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 associated with the Services to be provided to the Partnership. Each month, the Provider allocates the actual costs accumulated in the financial accounting system. The Provider charges the Partnership for any directly identifiable costs such as goods or services provided at the Partnership’s request. During the three and nine months ended September 30, 2015, the Partnership incurred $9.3 million and $21.7 million, respectively, related to the MSA. Of these amounts, during the three and nine months ended September 30, 2015, $4.9 million and $11.0 million, respectively, is included in cost of goods sold and $3.3 million and $9.6 million, respectively, is included in general and administrative expenses on the condensed consolidated statement of operations. At September 30, 2015, $1.1 million of amounts incurred under the MSA is included in finished goods inventory. Prior Management Services Agreement On November 9, 2012, the Predecessor entered into a six-year management services agreement (the “Prior MSA”) with Enviva Holdings, LP (the “Service Provider”) to provide the Predecessor with general administrative and management services and other similar services (the “Prior Services”). Under the Prior MSA, the Predecessor incurred the following costs: · A maximum annual fee in the amount of $7.2 million may be charged by the Service Provider. Under the Prior MSA, during the three and nine months ended September 30, 2015, the Predecessor incurred $0 and $2.2 million, respectively, and during the three and nine months ended September 30, 2014, the Predecessor incurred $1.9 million and $4.8 million, respectively, for the annual fee to the Service Provider. These amounts are included in general and administrative expenses on the condensed consolidated statement of operations. · The Predecessor reimbursed the Service Provider for all direct or indirect costs and expenses incurred by, or chargeable to, the Service Provider in connection with the Prior Services. This included (1) the portion of the salary and benefits of employees engaged in providing the Prior Services reasonably allocable to the provision of the Prior Services, excluding those included in the annual fee, (2) the charges and expenses of any third party retained by the Service Provider to provide any portion of the Prior Services and (3) office rent and expenses and other overhead costs of the Service Provider incurred in connection with, or reasonably allocable to, providing the Prior Services (collectively, “Reimbursable Expenses”). During the three and nine months ended September 30, 2015, the Predecessor incurred $0 and $0.8 million, respectively, of Reimbursable Expenses to the Service Provider which are included in general and administrative expenses and an insignificant amount is included in cost of goods sold on the condensed consolidated statements of operations. During the three months ended September 30, 2014, the Predecessor incurred $0.6 million of Reimbursable Expenses to the Service Provider of which $0.5 million is included in general and administrative expenses and $0.1 million is included in cost of goods sold. During the nine months ended September 30, 2014, the Predecessor incurred $2.0 million of Reimbursable Expenses to the Service Provider of which $1.6 million is included in general and administrative expenses and $0.4 million is included in cost of goods sold. As of September 30, 2015, $2.8 million is included in related party payable related to the MSA, and as of December 31, 2014, the Predecessor had $2.4 million included in related party payable related to the Prior MSA. During the three and nine months ended September 30, 2015, the Partnership capitalized deferred issuance costs that were paid by the Service Provider of $0 million and $0.9 million, respectively, and during the three and nine months ended September 30, 2014, $0.2 million and $1.0 million, respectively. These costs, which consist of direct incremental legal and professional accounting fees related to the IPO, were recognized as an offset against proceeds upon the consummation of the IPO. During the three and nine months ended September 30, 2015, the Predecessor recorded $0 and $0.5 million, respectively, of general and administrative expenses that were incurred by the Service Provider and recorded as a capital contribution. The Predecessor did not record any general and administrative expenses that were incurred by the Service Provider during the three and nine months ended September 30, 2014. The Prior MSA automatically terminated upon the execution of the MSA. Biomass Purchase and Terminal Services Agreements In April 2015, the Partnership entered into the Biomass Purchase Agreement pursuant to which the Hancock JV sells to the Partnership, at a fixed price per metric ton, certain volumes of wood pellets per month through August 2017. The Partnership sells the wood pellets purchased from the Hancock JV to customers under the Partnership’s existing off-take contracts. During the three and nine months ended September 30, 2015, $19.2 million and $35.9 million, respectively, of wood pellets were purchased from the Hancock JV of which $18.3 million and $34.7 million, respectively, is reflected in cost of goods sold and $1.2 million in inventories as finished goods at September 30, 2015. The Partnership also entered into a terminal services agreement pursuant to which the Partnership provides terminal services at the Chesapeake port for the production from the Hancock JV that is not sold to the Partnership under the Biomass Purchase Agreement. During the three and nine months ended September 30, 2015, the Partnership purchased all wood pellets produced by the Hancock JV and therefore no terminal service fees were recorded. At September 30, 2015, related party payables include $2.4 million related to the wood pellets purchased from the Hancock JV. Related Party Notes Payable The net assets contributed by the sponsor included notes payable issued by the sponsor to related parties. In January 2015, the sponsor issued a revolving note to Green Circle in the amount of $36.7 million and issued a note payable to Acquisition II in the amount of $50.0 million. In connection with the closing of the IPO on May 4, 2015, the related party notes payable outstanding principal of $81.9 million and accrued interest of $1.1 million were repaid by the Partnership (see Note 10, Long-Term Debt and Capital Lease Obligations ). |
Partners' Capital
Partners' Capital | 9 Months Ended |
Sep. 30, 2015 | |
Partners' Capital. | |
Partners' Capital | (12) Partners’ Capital In connection with the closing of the IPO, the Partnership recapitalized the outstanding limited partner interests held by the sponsor into 405,138 common units and 11,905,138 subordinated units representing a 51.7% ownership interest in the Partnership as of the closing of the IPO. In addition, the sponsor is the owner of our General Partner and the General Partner holds the incentive distribution rights. Allocations of Net Income The partnership agreement contains provisions for the allocation of net income and loss to the unitholders 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 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 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 achieved. The General Partner currently holds the incentive distribution rights, but may transfer these rights at any time. Cash Distributions The partnership agreement sets forth the calculation to be used to determine the amount of cash distributions that our common and subordinated unitholders and sponsor will receive. On July 29, 2015, the Partnership declared the first cash distribution totaling $6.3 million, or $0.2630 per unit. The distribution was calculated based on the minimum quarterly distribution of $0.4125, prorated for the period from May 4, 2015 to June 30, 2015. This distribution was paid on August 31, 2015 to unitholders of record on August 14, 2015. On October 28, 2015, the Partnership declared a cash distribution of $10.5 million, or $0.4400 per unit. The distribution will be paid on November 27, 2015 to unitholders of record as of the close of business on November 17, 2015. No distributions have been declared for the holders of incentive distribution rights. 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. Incentive distribution rights 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 incentive distribution rights 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. |
Equity - Based Awards
Equity - Based Awards | 9 Months Ended |
Sep. 30, 2015 | |
Equity - Based Awards | |
Equity - Based Awards | (13) Equity - Based Awards Long-Term Incentive Plan Effective April 30, 2015, the General Partner adopted the Enviva Partners, LP Long-Term Incentive Plan (“LTIP”) for employees, consultants and directors of the General Partner and any of its affiliates that perform services for the Partnership. The LTIP provides for the grant, from time to time, at the discretion of the board of directors of the General Partner or a committee thereof, of unit options, unit appreciation rights, restricted units, phantom units, distribution equivalent rights (“DERs”), unit awards, and other unit-based awards. The LTIP limits the number of common units that may be delivered pursuant to awards under the plan to 2,738,182 common units. Common units subject to awards that are forfeited, cancelled, exercised, paid, or otherwise terminate or expire without the actual delivery of common units will be available for delivery pursuant to other awards. On May 4, 2015, the Board granted 227,253 phantom units in tandem with corresponding DERs to employees of the Provider who provide services to the Partnership (the “Affiliate Grants”), and 14,112 phantom units in tandem with corresponding DERs to certain non-employee directors of the General Partner (the “Director Grants”). On June 3, 2015, the Board granted additional Affiliate Grants consisting of 27,141 phantom units in tandem with corresponding DERs. On July 29, 2015, the Board granted additional Affiliate Grants consisting of 27,760 phantom units in tandem with corresponding DERs. The phantom units and corresponding DERs are subject to certain vesting and forfeiture provisions. Award recipients do not have all the rights of a unitholder with respect to the phantom units until the phantom units have vested and been settled. Awards of the phantom units are settled in common units within 60 days after the applicable vesting date. If a phantom unit award recipient experiences a termination of service under certain circumstances set forth in the applicable award agreement, the unvested phantom units and corresponding DERs are forfeited. The Director Grants have an aggregate grant date fair value of $0.3 million and vest on the first anniversary of the grant date. For the three and nine months ended September 30, 2015, the Partnership recorded an insignificant amount of compensation expense with respect to the Director Grants. As of September 30, 2015, the unrecognized unit-based compensation expense for the Director Grants is insignificant. Of the total Affiliate Grants, 200,351 phantom units vest on the third anniversary of the grant date and 81,803 phantom units vest on the achievement of specific performance milestones. The fair value of the Affiliate Grants was $5.8 million based on the market price per unit on the date of grant. These units are accounted for as if they are distributed by the Partnership. The fair value of Affiliate grants is remeasured by the provider at each reporting period until the award is settled. Compensation cost recorded each period will vary based on the change in the award’s fair value. For awards with performance goals, the expense is accrued only if the performance goals are considered to be probable of occurring. The Provider recognizes unit-based compensation expense for the units awarded and a portion of that expense is allocated to the Partnership. The Provider allocates unit-based compensation expense to the Partnership in the same manner as other corporate expenses. The Partnership’s portion of the unit-based compensation expense is included in general and administrative expenses. During both the three and nine months ended September 30, 2015, the Partnership recognized an insignificant amount and $0.2 million, respectively, of general and administrative expense associated with these awards. The following table summarizes information regarding phantom unit awards for the periods presented: Number of Units Weighted- Average Grant Date Fair Value per Unit (1) Phantom units outstanding at December 31, 2014 — $ — Granted $ Phantom units outstanding at September 30, 2015 $ (1) Determined by dividing the aggregate grant date fair value of awards by the number of awards issued. The 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 and nine months ended September 30, 2015 were not significant. |
Net Income per Limited Partner
Net Income per Limited Partner Unit | 9 Months Ended |
Sep. 30, 2015 | |
Net Income per Limited Partner Unit. | |
Net Income per Limited Partner Unit | (14) Net Income per Limited Partner Unit Net income (loss) per unit applicable to limited partners (including subordinated unitholders) is computed by dividing limited partners’ interest in net income (loss), after deducting any incentive distributions, by the weighted-average number of outstanding common and subordinated units. The Partnership’s net income (loss) is allocated to the limited partners in accordance with their respective ownership percentages, after giving effect to priority income allocations for incentive distributions, if any, to the holder of the IDRs, pursuant to the partnership agreement, which are declared and paid following the close of each quarter. Earnings (losses) per unit is only calculated for the Partnership for the periods following the IPO as no units were outstanding prior to May 4, 2015. Earnings in excess of distributions are allocated to the limited partners based on their respective ownership interests. Payments made to the Partnership’s unitholders are determined in relation to actual distributions declared and are not based on the net income (loss) allocations used in the calculation of earnings per unit. In addition to the common and subordinated units, the Partnership has also identified the IDRs and phantom units as participating securities and uses the two-class method when calculating the net income (loss) per unit applicable to limited partners, which is based on the weighted-average number of common units 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 (losses) per unit applicable to subordinated limited partners are the same because there are no potentially dilutive subordinated units outstanding. The table below shows the weighted-average common units outstanding used to compute net income (loss) per common unit for the three and nine months ended September 30, 2015. Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 Weighted average limited partner common units—basic Dilutive effect of unvested phantom units Weighted average limited partner common units—diluted |
Significant Accounting Polici21
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Significant Accounting Policies | |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Partnership and its subsidiaries. All intercompany accounts and transactions have been eliminated. Certain amounts for the nine months ended September 30, 2014 have been reclassified to conform to the current presentation. |
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 condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. |
Segment and Geographic Information | Segment and Geographic Information Operating segments are defined as components of an enterprise about which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Partnership views its operations and manages its business as one operating segment. All long-lived assets of the Partnership are located in the United States. |
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss) Comprehensive loss includes net loss and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that, under GAAP, are recorded as an element of partners’ capital but are excluded from net loss. The Partnership had no components of other comprehensive income (loss) for the three and nine months ended September 30, 2015 and 2014. |
Net Income per Limited Partner Unit | Net Income per Limited Partner Unit The Partnership computes net income per unit using the two-class method as the Partnership has more than one class of participating securities, including common units, subordinated units, certain equity based-compensation awards and incentive distribution rights. The Partnership bases its calculation of net income per unit on the weighted-average number of common and subordinated limited partner units outstanding during the period. Diluted net income per unit includes the effects of potentially dilutive time-based and performance-based phantom units on our common units. The General Partner owns a non-economic interest in the Partnership, which does not entitle it to receive cash distributions, but owns all of the outstanding IDRs as of September 30, 2015. Pursuant to the partnership agreement, IDRs represent the right to receive increasing percentages (ranging from 15% to 50%) of quarterly distributions from operating surplus after the minimum quarterly distribution and certain target distribution levels have been achieved. Net income per unit applicable to limited partners (including the holder of subordinated units) is computed by dividing limited partners’ interest in net income by the weighted-average number of outstanding common and subordinated units. |
Income taxes | Income Taxes The Partnership and sponsor are pass-through entities and are not considered taxable entities for federal income tax purposes. Therefore, there is not a provision for U.S. federal and most state income taxes in the accompanying condensed consolidated financial statements. The Partnership’s net income or loss is allocated to its partners in accordance with the partnership agreement. The partners are taxed individually on their share of the Partnership’s earnings. At September 30, 2015 and December 31, 2014, the Partnership and sponsor did not have any liabilities for uncertain tax position or gross unrecognized tax benefit. Some states impose franchise and capital taxes on the Partnership. Such taxes are not material to the condensed consolidated financial statements and have been included in other income (expense) as incurred. Income tax expense for the nine months ended September 30, 2015 includes expense incurred by Acquisition II prior to being contributed to the Partnership. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of short-term, highly liquid investments readily convertible into cash with an original maturity of three months or less. |
Restricted Cash | Restricted Cash The Predecessor funded a restricted debt service reserve account in connection with the Prior Senior Secured Credit Facilities (see Note 10, Long-Term Debt and Capital Lease Obligations ). The restricted debt service reserve account was released as a result of the repayment in full of the Prior Senior Secured Credit Facilities on April 9, 2015. |
Revenue Recognition | Revenue Recognition The Partnership primarily earns revenue by supplying wood pellets to customers under long-term, U.S. dollar-denominated contracts (also referred to as “off-take” contracts). The Partnership refers to the structure of the contracts as “take-or-pay” because they include a firm obligation to take a fixed quantity of product at a stated price and provisions that ensure the Partnership will be made whole in the case of the customer’s failure to accept all or a part of the contracted volumes or for termination by the customer. Each contract defines the annual volume of wood pellets that the customer is required to purchase and the Partnership is required to sell, the fixed price per metric ton for product satisfying a base net calorific value and other technical specifications, and, in some instances, provides for price adjustments for actual product specification and changes in underlying costs. Revenues from the sale of wood pellets are recognized when the goods are shipped, title passes, the sales price to the customer is fixed and collectability is reasonably assured. Depending on the specific off-take contract, shipping terms are either Cost, Insurance and Freight (“CIF”) or Free on Board (“FOB”). Under a CIF contract, the Partnership procures and pays for shipping costs, which include insurance and all other charges, up to the port of destination for the customer. These costs are included in the price to the customer and, as such, are included in revenue and cost of goods sold. Under a FOB contract, the customer is directly responsible for shipping costs. In some cases, the Partnership may purchase shipments of product from a third-party supplier and resell them in back-to-back transactions that immediately transfer title and risk of loss to the ultimate purchaser. Thus, the revenue from these transactions is recorded net of costs paid to the third-party supplier. The Partnership records this revenue as “Other revenue.” In instances when a customer requests the cancellation, deferral or acceleration of a shipment, the customer may pay a fee, including reimbursement of any incremental costs incurred by the Partnership, which is included in revenue. |
Cost of Goods Sold | Cost of Goods Sold Cost of goods sold includes the costs to produce and deliver wood pellets to customers. Raw material, production and distribution costs associated with delivering wood pellets to the ports and third-party wood pellet purchase costs are capitalized as a component of inventory. Fixed production overhead, including the related depreciation expense, is allocated to inventory based on the normal capacity of the facilities. These costs are reflected in cost of goods sold when inventory is sold. Distribution costs associated with shipping wood pellets to customers and amortization are expensed as incurred. Inventory is recorded using FIFO, which requires the use of judgment and estimates. Given the nature of the inventory, the calculation of cost of goods sold is based on estimates used in the valuation of the FIFO inventory and in determining the specific composition of inventory that is sold to each customer. The Partnership entered into the Biomass Purchase Agreement pursuant to which the Hancock JV sells certain volumes of wood pellets per month to the Partnership at a fixed price per metric ton. The pellets purchased from the Hancock JV are sold to the Partnership’s customers under existing off-take contracts (see Note 11, Related Party Transactions ). Additionally, the purchase price of acquired customer contracts that were recorded as intangible assets are amortized as deliveries are made during the contract term. |
Derivative Instruments | Derivative Instruments The Predecessor used derivative financial instruments to manage its exposure to fluctuations in interest rates on long-term debt as required per the terms of the Prior Senior Secured Credit Facilities (see Note 10, Long-Term Debt and Capital Lease Obligations ). The Partnership does not hold or issue derivative financial instruments for trading or speculative purposes. The Predecessor accounted for the interest rate swaps by recognizing all derivative financial instruments on the condensed consolidated balance sheets at fair value. The Predecessor’s interest rate swap agreements were not designated as hedges; therefore, the gain or loss was recognized in the condensed consolidated statements of operations in interest expense. In connection with the repayment of the Prior Senior Secured Credit Facilities in April 2015 (see Note 10, Long-Term Debt and Capital Lease Obligations ), the Predecessor terminated the interest rate swaps and paid a termination fee of $0.1 million. The Partnership does not currently hold any interest rate swaps or derivative financial instruments. |
Debt Issuance Costs and Original Issue Discount | Debt Issuance Costs and Original Issue Discount Debt issuance costs represent legal fees and other direct expenses associated with securing the Partnership’s credit agreements and are capitalized on the condensed consolidated balance sheets as other long-term assets. Original issue discounts are recorded on the condensed consolidated balance sheets within the carrying amount of long-term debt. Debt issuance costs and original issue discount are amortized over the term of the related debt using straight line amortization, which approximates the effective interest rate method. The Predecessor and the Partnership primarily incurred debt issuance costs and original issue discount in connection with the Prior Senior Secured Credit Facilities and Senior Secured Credit Facilities, respectively (see Note 10, Long-Term Debt and Capital Lease Obligations ). Debt issuance costs, net at September 30, 2015 and December 31, 2014, was $4.7 million and $3.6 million, respectively. Gains or losses on debt extinguishment include any associated unamortized debt issuance costs and original issue discount. |
Deferred Issuance Costs | Deferred Issuance Costs Deferred issuance costs primarily consist of legal, accounting, printing and other fees relating to the IPO. These costs were offset against the proceeds of the IPO. As of September 30, 2015 and December 31, 2014, the Partnership had $0 and $4.1 million of deferred issuance costs, respectively. |
Intangible Assets | Intangible Assets In April 2015, the sponsor contributed net assets to the Partnership associated with the acquisition of Green Circle in January 2015, which included intangible assets related to favorable customer contracts. The Partnership also recorded payments made to acquire a six-year wood pellet off-take contract with a European utility in 2010 as an intangible asset. These costs are recoverable through the future revenue streams generated from the customer contracts and are closely related to the revenue from the customer contracts. These costs are recorded as an asset and charged to expense as the revenue is recognized. All other costs, such as general and administrative expenses and costs associated with the negotiation of a contract that is not consummated, are charged to expense as incurred. Intangible assets are evaluated for impairment when events and changes in circumstances indicate the carrying value may not be recoverable. At September 30, 2015, intangible assets included favorable customer contract and an acquired customer contract, and at December 31, 2014, intangible assets included an acquired customer contract. The customer contract intangible assets are amortized as deliveries are completed during the contract terms (see Note 9, Goodwill and Other Intangible Assets ). |
Goodwill | Goodwill Goodwill represents the purchase price paid for an acquired business in excess of the identifiable acquired assets and assumed liabilities. Goodwill is not amortized, but is tested for impairment annually and whenever an event occurs or circumstances change such that it is more likely than not that the fair value of the reporting unit is less than its carrying amounts. The Partnership has identified one reporting unit which corresponds to the Partnership’s one segment and has selected the fourth fiscal quarter to perform its annual goodwill impairment test. A qualitative assessment is first made to determine whether it is necessary to perform quantitative testing. If this initial qualitative assessment indicates that it is more likely than not that the fair value is more than its carrying value, goodwill is not considered impaired and the Partnership is not required to perform the two-step impairment test. Qualitative factors considered in this assessment include (i) macroeconomic conditions, (ii) past, current and projected future financial performance, (iii) industry and market considerations, (iv) changes in the costs of raw materials, fuel and labor and (v) entity-specific factors such as changes in management or customer base. If the results of the qualitative assessment indicate that it is more likely than not that goodwill is impaired, the Partnership will perform a two-step impairment test. Under the first step, the fair value of the reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed. If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the entity must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. For the years ended December 31, 2014 and 2013, the Predecessor applied the qualitative test and determined that it was more likely than not that the estimated fair value of the reporting unit substantially exceeded the related carrying value, and, accordingly, was not required to apply the two-step impairment test. The Predecessor has not recorded any goodwill impairment for the years ended December 31, 2014 and 2013 (see Note 9, Goodwill and Other Intangible Assets ). |
Unit-Based Compensation | Unit-Based Compensation Employees, consultants and directors of the General Partner and any of its affiliates are eligible to receive awards under the Enviva Partners, LP Long-Term Incentive Plan. For accounting purposes, units granted to employees of the Partnership’s affiliates are treated as if they are distributed by the Partnership. In May, June and July 2015, phantom units in tandem with corresponding distribution equivalent rights were granted to employees of Enviva Management Company, LLC who provide services to the Partnership and to certain non-employee directors of the General Partner. These awards vest subject to the satisfaction of service requirements or the achievement of certain performance goals, following which common units in the Partnership will be delivered to the holder of the phantom units. Affiliate entities recognize compensation expense for the phantom units awarded to their employees and a portion of that expense is allocated to the Partnership (see Note 13, Equity-Based Awards ). The Partnership’s outstanding unit-based awards do not have a cash option and are classified as equity on the Partnership’s condensed consolidated balance sheets. The Partnership also recognizes compensation expense for units awarded to non-employee directors. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, such as property, plant and equipment and amortizable intangible assets, are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require that a long-lived asset or asset group be tested for possible impairment, the Partnership first compares undiscounted cash flows expected to be generated by that asset or asset group to such asset or asset group’s carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. |
Fair Value Measurements | Fair Value Measurements The Partnership applies authoritative accounting guidance for fair value measurements of financial and nonfinancial assets and liabilities. The Partnership uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Partnership determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: · Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. · Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. · Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. |
Recent and Pending Accounting Pronouncements | Recent and Pending Accounting Pronouncements In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments , to amend the guidance for amounts that are adjusted in a merger or acquisition. The standard eliminates the requirement for an acquirer to retrospectively adjust the financial statements for measurement period adjustments that occur in periods after a business combination is consummated. The ASU is effective for public business entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. The Partnership is in the process of evaluating the impact of adoption on its consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory . The standard simplifies the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value for entities using the first-in, first-out method of valuing inventory. ASU No. 2015-11 eliminates other measures required by current guidance to determine net realizable value. ASU No. 2015-11 is effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years and early adoption is permitted. The Partnership is in the process of evaluating the impact of adoption on its consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-06, Earnings Per Share (Topic 260)—Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions—a consensus of the FASB Emerging Issues Task Force (EITF) . The amendments in ASU No. 2015-06 apply to master limited partnerships subject to the Master Limited Partnerships Subsections of Topic 260 that receive net assets through a dropdown transaction that is accounted for under the Transactions Between Entities Under Common Control Subsections of Subtopic 805-50, Business Combinations—Related Issues. When a general partner transfers, or “drops down,” net assets to a master limited partnership and that transaction is accounted for as a transaction between entities under common control, the statements of operations of the master limited partnership are adjusted retrospectively to reflect the dropdown transaction as if it occurred on the earliest date during which the entities were under common control. The amendments in ASU No. 2015-06 specify that for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated entirely to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners (which is typically the earnings per unit measure presented in the financial statements) would not change as a result of the dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs for purposes of computing earnings per unit under the two-class method also are required. The amendments in ASU No. 2015-06 are effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The amendments in ASU No. 2015-06 should be applied retrospectively for all financial statements presented. The Partnership is evaluating the new pronouncement to determine the impact it may have on its consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest (Topic 835-30): Simplifying the Presentation of Debt Issuance Costs . ASU No. 2015-03 requires the presentation of debt issuance costs in the balance sheet as a reduction from the related debt liability rather than as an asset. The amortization of such costs will continue to be reported as interest expense. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 and allows early adoption for financial statements that have not been previously issued. The update requires retrospective application upon adoption. Upon adoption, the Partnership expects to reclassify amounts included as debt issuance costs within total assets on the consolidated balance sheet to a reduction of long-term debt within total liabilities on the consolidated balance sheet for all periods presented. The adoption is not expected to have an impact on the periodic amount amortized. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis . The new standard reduces the number of consolidation models and simplifies their application. The amendments in ASU No. 2015-02 are intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships and similar legal entities. The amendments simplify the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments (1) eliminate the presumption that a general partner should consolidate a limited partnership, (2) eliminate the indefinite deferral of FASB Statement No. 167, thereby reducing the number of variable interest entity (“VIE”) consolidation models from four to two (including the limited partnership consolidation model), (3) clarify when fees paid to a decision maker should be a factor to include in the consolidation of VIEs, (4) amend the guidance for assessing how related party relationships affect VIE consolidation analysis and (5) exclude certain money market funds from the consolidation guidance. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The standard allows early adoption, including early adoption in an interim period. The Partnership is in the process of evaluating the impact of adoption on its consolidated financial statements. In January 2015, the FASB issued ASU No. 2015-01, Income Statement-Extraordinary and Unusual Items . The new standard eliminates the concept of an extraordinary item from GAAP. As a result, an entity will no longer be required to segregate extraordinary items from the results of ordinary operations, to separately present an extraordinary item on its income statement, net of tax, after income from continuing operations or to disclose income taxes and earnings-per-share data applicable to an extraordinary item. However, ASU No. 2015-01 will still retain the presentation and disclosure guidance for items that are unusual in nature and occur infrequently. The standard is effective for periods beginning after December 15, 2015 and early adoption is permitted. The adoption is not expected to have a material effect on the Partnership’s consolidated financial statements. 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, as opposed to recognizing revenue when the risks and rewards transfer to the customer under the existing revenue guidance. The new standard also requires significantly expanded disclosure regarding qualitative and quantitative information about the nature, timing and uncertainty of revenue and cash flow arising from contracts with customers. On July 9, 2015, the FASB approved a one-year delay in the effective date of ASU No. 2014-09. The new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The standard permits the use of either applying retrospectively the amendment to each prior reporting period presented or retrospectively with the cumulative effect of initially applying at the date of initial application. The Partnership is in the process of evaluating the impact of adoption on its consolidated financial statements and has not determined which implementation method will be adopted. |
Description of Business and B22
Description of Business and Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Description of Business and Basis of Presentation | |
The schedule of changes in consolidated net assets resulting from the contribution of Acquisition II to the Partnership and the conveyance of Enviva Pellets Southampton, LLC to the Hancock JV | Enviva Pellets Southampton, LLC Acquisition II Total Assets: Cash $ — $ $ Accounts receivable ) Inventories ) Prepaid expenses and other current assets ) Property, plant and equipment, net ) Intangibles, net — Goodwill — Other assets — Total assets ) Liabilities: Accounts payable ) Accrued liabilities ) Long-term debt and capital leases ) Other liabilities ) — ) Total liabilities ) Net assets contributed to Partnership $ ) $ $ |
The schedule reconciling the Predecessor's partners' capital as of December 31, 2014 and total net assets contributed to the Partnership prior to the May 4, 2015 IPO | Predecessor’s partners’ capital — December 31, 2014 $ Conveyance of Enviva Pellets Southampton, LLC to Hancock JV ) Distribution of cash to sponsor ) Contribution of Acquisition II Expenses incurred by sponsor Net loss January 1, 2015 to May 4, 2015 (prior to IPO) attributable to Predecessor ) Net loss January 1, 2015 to May 4, 2015 (prior to IPO) attributable to noncontrolling partners’ interest ) Predecessor’s partners’ capital — May 4, 2015 (prior to IPO) $ |
Schedule of unaudited pro forma consolidated income statement information | Nine Months Ended September 30, 2015 2014 (Predecessor) Net revenue $ $ Net income Less net loss attributable to noncontrolling partners’ interests Net income attributable to Enviva Partners, LP Net income per limited partner unit: Common — diluted $ Subordinated — diluted $ |
Schedule of changes to previously reported amount included in quarterly report | Three Months Ended March 31, 2015 As Reported Acquisition II Total Product sales $ $ $ Other revenue — Net revenue Cost of goods sold, excluding depreciation and amortization Depreciation and amortization Total cost of goods sold Gross margin General and administrative expenses (Loss) income from operations ) Other income (expense): Interest expense ) ) ) Other income Total other expense, net ) ) ) (Loss) income before income tax expense ) Income tax expense — Net (loss) income ) Less net loss attributable to noncontrolling partners’ interests — Net (loss) income attributable to Enviva Partners, LP $ ) $ $ |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment | |
Schedule of property, plant and equipment | September 30, 2015 December 31, 2014 (Predecessor) 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) | 9 Months Ended |
Sep. 30, 2015 | |
Inventories | |
Schedule of inventories | September 30, 2015 December 31, 2014 (Predecessor) Raw materials and work-in-process $ $ Consumable tooling Finished goods Total inventories $ $ |
Goodwill and Other Intangible25
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Other Intangible Assets | |
Schedule of intangible assets | September 30, 2015 December 31, 2014 Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Favorable customer contracts 3 years $ $ ) $ $ — $ — $ — Wood pellet contract 6 years ) ) Total $ $ ) $ $ $ ) $ |
Long-Term Debt and Capital Le26
Long-Term Debt and Capital Lease Obligations (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Long-Term Debt and Capital Lease Obligations. | |
Schedule of long-term debt and capital lease obligations | September 30, 2015 December 31, 2014 (Predecessor) (unaudited) Senior Secured Credit Facilities, Tranche A-1 Advances, net of unamortized discount of $1.1 million as of September 30, 2015, with quarterly interest payments beginning June 30, 2015 at a Eurodollar Rate of 5.10% at September 30, 2015. A principal payment of $0.5 million is due quarterly through March 2017, $0.7 million is due quarterly June 2017 through March 2018, $1.2 million is due quarterly June 2018 through December 2019, and the final payment of $83.8 million is due on the April 9, 2020 maturity date $ $ — Senior Secured Credit Facilities, Tranche A-2 Advances, net of unamortized discount of $0.7 million as of September 30, 2015, with quarterly interest payments beginning June 30, 2015 at a Eurodollar Rate of 5.25% at September 30, 2015. A principal payment of $0.2 million is due quarterly through December 2019, and the final payment of $71.4 million is due on the April 9, 2020 maturity date — Prior Senior Secured Credit Facilities, Tranche A Advances, net of unamortized discount of $1.6 million as of December 31, 2014, with quarterly interest payments — Prior Senior Secured Credit Facilities, delayed draw term commitments with elected quarterly interest payments beginning the first quarter following the day that the cash was drawn — Enviva Pellets Wiggins construction loan, with monthly principal and interest (at an annual rate of 6.35%) payments of $32.9 and a lump sum payment of $2.4 million due on the October 18, 2016 maturity date Enviva Pellets Wiggins working capital line, with monthly principal and interest (at an annual rate of 6.35%) payments of $10.3 and a lump sum payment of $743.3 due on the October 18, 2016 maturity date Enviva Pellets Amory note, with principal and accrued interest (at an annual rate of 6.0%) due on the August 4, 2017 maturity date Enviva Pellets Southampton promissory note, with principal and interest in the amount of $0.9 million that was due on the June 8, 2017 maturity date. Present value for 3 years at an annual rate of 7.6% — 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 $ $ |
Maturities schedule of long-term debt and capital lease obligations | Year Ending December 31: 2015 $ 2016 2017 2018 2019 Thereafter Total long-term debt and capital lease obligations $ |
Equity - Based Awards (Tables)
Equity - Based Awards (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity - Based Awards | |
Schedule of phantom unit awards | Number of Units Weighted- Average Grant Date Fair Value per Unit (1) Phantom units outstanding at December 31, 2014 — $ — Granted $ Phantom units outstanding at September 30, 2015 $ (1) Determined by dividing the aggregate grant date fair value of awards by the number of awards issued. |
Net Income per Limited Partne28
Net Income per Limited Partner Unit (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Net Income per Limited Partner Unit. | |
Schedule of weighted average common units outstanding | Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 Weighted average limited partner common units—basic Dilutive effect of unvested phantom units Weighted average limited partner common units—diluted |
Description of Business and B29
Description of Business and Basis of Presentation (Details) $ in Thousands | Apr. 09, 2015USD ($) | Sep. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Sep. 30, 2014USD ($) | May. 04, 2015USD ($)item | Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Nov. 30, 2012USD ($) |
Number of industrial-scale production wood pellet production plants | item | 5 | ||||||||
Assets: | |||||||||
Cash | $ 10,236 | ||||||||
Accounts receivable | 13,445 | ||||||||
Inventories | 2,055 | ||||||||
Prepaid expenses and other current assets | 377 | ||||||||
Property, plant and equipment, net | 17,199 | ||||||||
Intangibles, net | 8,700 | ||||||||
Goodwill | 80,736 | ||||||||
Other assets | 58 | ||||||||
Total Assets | 132,806 | ||||||||
Liabilities. | |||||||||
Accounts payable | 3,061 | ||||||||
Accrued liabilities | 2,487 | ||||||||
Long-term debt and capital leases | 86,238 | ||||||||
Other liabilities | (49) | ||||||||
Total Liabilities | 91,737 | ||||||||
Net assets contributed to Partnership | 41,069 | ||||||||
Predecessor contributed partners capital rollforward | |||||||||
Balance at the beginning of the period | $ 274,528 | $ 274,528 | $ 312,392 | $ 274,528 | |||||
Conveyance of Enviva Pellets Southampton, LLC to Hancock JV | (91,696) | ||||||||
Distribution to sponsor | (4,152) | (172,550) | |||||||
Contribution of Acquisition II | 132,765 | ||||||||
Expenses incurred by sponsor | 3,088 | ||||||||
Net loss January 1, 2015 to May 4, 2015 (prior to IPO) attributable to Predecessor | $ 6,398 | 2,511 | (2,141) | 12,076 | 9,935 | ||||
Net loss January 1, 2015 to May 4, 2015 (prior to IPO) attributable to noncontrolling partners' interest | 14 | 8 | 30 | ||||||
Balance at the end of the period | $ 355,007 | 312,392 | 355,007 | 355,007 | |||||
Senior Secured Credit Facilities | |||||||||
Maximum aggregate borrowing capacity | 199,500 | ||||||||
Prior Senior Secured Credit Facilities | |||||||||
Repayment of outstanding indebtedness under the Credit Facility and related accrued interest | 82,200 | ||||||||
Predecessor contributed partners capital rollforward | |||||||||
Distribution to sponsor | (85,900) | ||||||||
Enviva Pellets Southampton, LLC | |||||||||
Assets: | |||||||||
Accounts receivable | (12) | ||||||||
Inventories | (4,040) | ||||||||
Prepaid expenses and other current assets | (130) | ||||||||
Property, plant and equipment, net | (91,537) | ||||||||
Total Assets | (95,719) | ||||||||
Liabilities. | |||||||||
Accounts payable | (536) | ||||||||
Accrued liabilities | (2,362) | ||||||||
Long-term debt and capital leases | (1,076) | ||||||||
Other liabilities | (49) | ||||||||
Total Liabilities | (4,023) | ||||||||
Net assets contributed to Partnership | $ (91,696) | ||||||||
Acquisition II | |||||||||
Percentage of interest in subsidiaries | 100.00% | ||||||||
Assets: | |||||||||
Cash | $ 10,236 | ||||||||
Accounts receivable | 13,457 | ||||||||
Inventories | 6,095 | ||||||||
Prepaid expenses and other current assets | 507 | ||||||||
Property, plant and equipment, net | 108,736 | ||||||||
Intangibles, net | 8,700 | ||||||||
Goodwill | 80,736 | ||||||||
Other assets | 58 | ||||||||
Total Assets | 228,525 | ||||||||
Liabilities. | |||||||||
Accounts payable | 3,597 | ||||||||
Accrued liabilities | 4,849 | ||||||||
Long-term debt and capital leases | 87,314 | ||||||||
Total Liabilities | 95,760 | ||||||||
Net assets contributed to Partnership | $ 132,765 | ||||||||
Predecessor contributed partners capital rollforward | |||||||||
Net loss January 1, 2015 to May 4, 2015 (prior to IPO) attributable to Predecessor | 4,535 | ||||||||
Predecessor And Enviva GP, LLC | |||||||||
Percentage of interest in subsidiaries | 100.00% | ||||||||
Enviva, LP and Subsidiaries | |||||||||
Predecessor contributed partners capital rollforward | |||||||||
Balance at the beginning of the period | 274,528 | 274,528 | $ 312,392 | $ 274,528 | |||||
Conveyance of Enviva Pellets Southampton, LLC to Hancock JV | (91,696) | ||||||||
Distribution to sponsor | (4,152) | ||||||||
Contribution of Acquisition II | 132,765 | ||||||||
Expenses incurred by sponsor | 3,088 | ||||||||
Net loss January 1, 2015 to May 4, 2015 (prior to IPO) attributable to Predecessor | (2,024) | $ 3,105 | (2,132) | $ (2,123) | |||||
Net loss January 1, 2015 to May 4, 2015 (prior to IPO) attributable to noncontrolling partners' interest | $ 8 | $ 19 | (9) | $ 61 | |||||
Balance at the end of the period | $ 312,392 | ||||||||
Enviva, LP and Subsidiaries | Prior Senior Secured Credit Facilities | |||||||||
Repayment of outstanding indebtedness under the Credit Facility and related accrued interest | $ 82,200 | ||||||||
Maximum aggregate borrowing capacity | $ 120,000 | ||||||||
Enviva, LP and Subsidiaries | Enviva Pellets Southampton, LLC | |||||||||
Percentage of interest in subsidiaries | 100.00% | ||||||||
Enviva, LP and Subsidiaries | Enviva Holdings, LP | |||||||||
Cash and cash equivalents distributed to sponsor | $ 1,700 | ||||||||
Accounts receivable distributed to sponsor | $ 2,400 |
Description of Business and B30
Description of Business and Basis of Presentation (Details 2) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | May. 04, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Unaudited pro forma consolidated income statement information | |||||||
Net revenue | $ 340,561 | ||||||
Net income | 9,935 | ||||||
Less net loss attributable to noncontrolling partners' interests | 30 | ||||||
Net income attributable to Enviva Partners, LP | $ 9,965 | ||||||
Common - diluted | $ 0.41 | ||||||
Subordinated- diluted | $ 0.41 | ||||||
Changes to previously reported amounts included in report [Abstract] | |||||||
Product sales | $ 115,081 | $ 113,145 | $ 335,857 | ||||
Other revenue | 1,507 | 1,168 | 4,704 | ||||
Net revenue | 116,588 | 114,313 | 340,561 | ||||
Cost of goods sold, excluding depreciation and amortization | 96,238 | 94,400 | 279,858 | ||||
Depreciation and amortization | 6,294 | 8,259 | 21,587 | ||||
Total cost of goods sold | 102,532 | 102,659 | 301,445 | ||||
Gross margin | 14,056 | 11,654 | 39,116 | ||||
General and administrative expenses | 4,779 | 3,770 | 13,176 | ||||
Income from operations | 9,277 | 7,884 | 25,940 | ||||
Other income (expense): | |||||||
Interest expense | (2,887) | (2,716) | (7,576) | ||||
Other income | 9 | 6 | 24 | ||||
Total other expense, net | (2,878) | (2,710) | (13,348) | ||||
Income (loss) before income tax expense | 6,399 | 5,174 | 12,592 | ||||
Income tax expense | 1 | 2,663 | 2,657 | ||||
Net income (loss) | 6,398 | 2,511 | $ (2,141) | $ 12,076 | 9,935 | ||
Less net loss attributable to noncontrolling partners' interests | 14 | 8 | 30 | ||||
Net income (loss) attributable to Enviva Partners, LP | $ 6,412 | 2,519 | 9,965 | ||||
Enviva, LP and Subsidiaries | |||||||
Unaudited pro forma consolidated income statement information | |||||||
Net revenue | $ 316,108 | ||||||
Net income | 13,751 | ||||||
Less net loss attributable to noncontrolling partners' interests | 61 | ||||||
Net income attributable to Enviva Partners, LP | 13,812 | ||||||
Changes to previously reported amounts included in report [Abstract] | |||||||
Product sales | 70,983 | $ 75,186 | 208,332 | ||||
Other revenue | 1,168 | 924 | 2,827 | ||||
Net revenue | 72,151 | 76,110 | 211,159 | ||||
Cost of goods sold, excluding depreciation and amortization | 64,294 | 63,277 | 184,887 | ||||
Depreciation and amortization | 4,658 | 4,767 | 14,308 | ||||
Total cost of goods sold | 68,952 | 68,044 | 199,195 | ||||
Gross margin | 3,199 | 8,066 | 11,964 | ||||
General and administrative expenses | 3,310 | 2,837 | 7,399 | ||||
Income from operations | (111) | 5,229 | 4,565 | ||||
Other income (expense): | |||||||
Interest expense | (1,916) | (2,124) | (6,619) | ||||
Other income | 3 | 4 | 16 | ||||
Total other expense, net | (1,913) | (2,120) | (6,676) | ||||
Income (loss) before income tax expense | (2,024) | 3,109 | (2,111) | ||||
Income tax expense | 4 | 12 | |||||
Net income (loss) | (2,024) | 3,105 | (2,132) | (2,123) | |||
Less net loss attributable to noncontrolling partners' interests | 8 | 19 | $ (9) | 61 | |||
Net income (loss) attributable to Enviva Partners, LP | (2,016) | $ 3,124 | $ (2,132) | $ (2,062) | |||
Acquisition II | |||||||
Changes to previously reported amounts included in report [Abstract] | |||||||
Product sales | 42,162 | ||||||
Net revenue | 42,162 | ||||||
Cost of goods sold, excluding depreciation and amortization | 30,106 | ||||||
Depreciation and amortization | 3,601 | ||||||
Total cost of goods sold | 33,707 | ||||||
Gross margin | 8,455 | ||||||
General and administrative expenses | 460 | ||||||
Income from operations | 7,995 | ||||||
Other income (expense): | |||||||
Interest expense | (800) | ||||||
Other income | 3 | ||||||
Total other expense, net | (797) | ||||||
Income (loss) before income tax expense | 7,198 | ||||||
Income tax expense | 2,663 | ||||||
Net income (loss) | 4,535 | ||||||
Net income (loss) attributable to Enviva Partners, LP | $ 4,535 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Thousands | May. 04, 2015 | Sep. 30, 2015 |
Initial Public Offering | ||
Ownership interest by Non-controlling interest (as a percent) | 48.30% | |
Net proceeds from issuance | $ 215,100 | $ 215,050 |
Repayment of intercompany indebtedness | 83,000 | |
Distributions to partnership sponsor | 86,700 | |
Amount retained for general purposes | $ 45,400 | |
Ownership interest (as a percent) | 51.70% | |
Common Units | ||
Initial Public Offering | ||
Ownership interest (as a percent) | 51.70% | |
Number of common units owned by the Sponsor | 405,138 | |
IPO | Common Units | ||
Initial Public Offering | ||
Shares issued | 11,500,000 | |
Share price (in dollars per share) | $ 20 | |
Share price, net of underwriting discounts (in dollars per share) | $ 18.8 |
Significant Accounting Polici32
Significant Accounting Policies (Details) $ in Thousands | 1 Months Ended | 9 Months Ended | |
Apr. 30, 2015USD ($) | Sep. 30, 2015USD ($)segmentitem | Dec. 31, 2014USD ($) | |
Segment and Geographic Information | |||
Number of operating segments | segment | 1 | ||
Derivative Instruments . | |||
Termination payment for interest rate swap derivative | $ 100 | $ 146 | |
Debt Issuance Costs and Original Issue Discount | |||
Debt issuance costs, net | 4,700 | ||
Deferred Issuance Costs | |||
Deferred issuance costs | $ 0 | ||
Intangible Assets | |||
Period of wood pellet contract | 6 years | ||
Goodwill. | |||
Number of reporting units for goodwill analysis | item | 1 | ||
Number of operating segments | segment | 1 | ||
Minimum | |||
Net Income per Limited Partner Unit.. | |||
Quarterly distribution of operating surplus (as a percent) | 15.00% | ||
Maximum | |||
Net Income per Limited Partner Unit.. | |||
Quarterly distribution of operating surplus (as a percent) | 50.00% | ||
Enviva, LP and Subsidiaries | |||
Debt Issuance Costs and Original Issue Discount | |||
Debt issuance costs, net | $ 3,600 | ||
Deferred Issuance Costs | |||
Deferred issuance costs | $ 4,052 |
Significant Risks and Uncerta33
Significant Risks and Uncertainties Including Business and Credit Concentrations (Details) - Product Sales - Customer - Three major customers - customer | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Concentration Risk | ||||
Number of customers | 3 | 3 | 3 | 3 |
Concentration risk (as a percent) | 92.00% | 100.00% | 94.00% | 99.00% |
Property, Plant and Equipment34
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2014 | |
Components of Property, plant and equipment | ||||
Property, plant and equipment, gross | $ 367,687 | |||
Less accumulated depreciation | (49,103) | |||
Property, plant and equipment excluding construction in progress | 318,584 | |||
Construction in progress | 3,055 | |||
Total property, plant and equipment, net | 321,639 | |||
Total depreciation expense | 4,700 | $ 15,700 | ||
Land | ||||
Components of Property, plant and equipment | ||||
Property, plant and equipment, gross | 12,429 | |||
Land improvements | ||||
Components of Property, plant and equipment | ||||
Property, plant and equipment, gross | 29,600 | |||
Buildings | ||||
Components of Property, plant and equipment | ||||
Property, plant and equipment, gross | 59,686 | |||
Machinery and equipment | ||||
Components of Property, plant and equipment | ||||
Property, plant and equipment, gross | 263,756 | |||
Vehicles | ||||
Components of Property, plant and equipment | ||||
Property, plant and equipment, gross | 505 | |||
Furniture and office equipment | ||||
Components of Property, plant and equipment | ||||
Property, plant and equipment, gross | $ 1,711 | |||
Enviva, LP and Subsidiaries | ||||
Components of Property, plant and equipment | ||||
Property, plant and equipment, gross | $ 355,848 | |||
Less accumulated depreciation | (40,858) | |||
Property, plant and equipment excluding construction in progress | 314,990 | |||
Construction in progress | 1,269 | |||
Total property, plant and equipment, net | 316,259 | |||
Total depreciation expense | $ 4,700 | $ 14,100 | ||
Enviva, LP and Subsidiaries | Land | ||||
Components of Property, plant and equipment | ||||
Property, plant and equipment, gross | 11,984 | |||
Enviva, LP and Subsidiaries | Land improvements | ||||
Components of Property, plant and equipment | ||||
Property, plant and equipment, gross | 24,899 | |||
Enviva, LP and Subsidiaries | Buildings | ||||
Components of Property, plant and equipment | ||||
Property, plant and equipment, gross | 57,275 | |||
Enviva, LP and Subsidiaries | Machinery and equipment | ||||
Components of Property, plant and equipment | ||||
Property, plant and equipment, gross | 259,186 | |||
Enviva, LP and Subsidiaries | Vehicles | ||||
Components of Property, plant and equipment | ||||
Property, plant and equipment, gross | 768 | |||
Enviva, LP and Subsidiaries | Furniture and office equipment | ||||
Components of Property, plant and equipment | ||||
Property, plant and equipment, gross | $ 1,736 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Raw materials and work-in-progress | $ 5,910 | |
Consumable tooling | 7,559 | |
Finished goods | 11,897 | |
Total inventories | $ 25,366 | |
Enviva, LP and Subsidiaries | ||
Raw materials and work-in-progress | $ 6,880 | |
Consumable tooling | 6,934 | |
Finished goods | 4,250 | |
Total inventories | $ 18,064 |
Derivative Instruments (Details
Derivative Instruments (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2015 | Sep. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Derivative Instruments | ||||||
Interest expense | $ 2,887 | $ 2,716 | $ 7,576 | |||
Termination payment for interest rate swap derivative | $ 100 | $ 146 | ||||
Interest Rate Swap | ||||||
Derivative Instruments | ||||||
Interest expense | $ 0 | |||||
Enviva, LP and Subsidiaries | ||||||
Derivative Instruments | ||||||
Interest expense | $ 1,916 | $ 2,124 | $ 6,619 | |||
Enviva, LP and Subsidiaries | Interest Rate Swap | ||||||
Derivative Instruments | ||||||
Minimum swap percent of term loan outstanding balance | 50.00% |
Goodwill and Other Intangible37
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Acquired Intangible Assets | ||||||
Amortization Period | 6 years | |||||
Gross Carrying Amount | $ 10,450 | $ 10,450 | $ 1,750 | |||
Accumulated Amortization | (6,945) | (6,945) | (1,028) | |||
Net Carrying Amount | 3,505 | 3,505 | 722 | |||
Period of wood pellet contract | 6 years | |||||
Amortization expense | 1,600 | $ 100 | 5,900 | $ 200 | ||
Enviva Pellets Cottondale, LLC | ||||||
Goodwill. | ||||||
Addition to goodwill | $ 80,700 | |||||
Favorable customer contracts | ||||||
Acquired Intangible Assets | ||||||
Amortization Period | 3 years | |||||
Gross Carrying Amount | 8,700 | $ 8,700 | ||||
Accumulated Amortization | (5,698) | (5,698) | ||||
Net Carrying Amount | 3,002 | $ 3,002 | ||||
Wood pellet contract | ||||||
Acquired Intangible Assets | ||||||
Amortization Period | 6 years | |||||
Gross Carrying Amount | 1,750 | $ 1,750 | 1,750 | |||
Accumulated Amortization | (1,247) | (1,247) | (1,028) | |||
Net Carrying Amount | $ 503 | $ 503 | $ 722 |
Long-Term Debt and Capital Le38
Long-Term Debt and Capital Lease Obligations (Details) $ in Thousands | May. 04, 2015USD ($) | Apr. 09, 2015USD ($) | Aug. 31, 2015USD ($) | Sep. 30, 2015USD ($) | May. 04, 2015USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Mar. 31, 2015USD ($) | Jan. 05, 2015USD ($) | Dec. 31, 2014USD ($) | Nov. 30, 2012USD ($) |
Long term debt and capital lease obligations | ||||||||||||
Distribution of cash to sponsor | $ 4,152 | $ 172,550 | ||||||||||
Debt issuance costs, net | $ 4,705 | 4,705 | $ 4,705 | |||||||||
Early retirement of debt obligation | (4,699) | |||||||||||
Notes payable related party | $ 81,900 | |||||||||||
Accrued interest related party | 900 | |||||||||||
Related party notes payable repaid | $ 81,900 | |||||||||||
Accrued interest paid | $ 1,100 | |||||||||||
Related party interest expense | 0 | 1,097 | ||||||||||
Green Circle | ||||||||||||
Long term debt and capital lease obligations | ||||||||||||
Effective rate | 4.00% | |||||||||||
Notes payable related party | $ 4,800 | $ 36,700 | ||||||||||
Acquisition II | ||||||||||||
Long term debt and capital lease obligations | ||||||||||||
Effective rate | 4.00% | |||||||||||
Notes payable related party | $ 50,000 | |||||||||||
Prior Senior Secured Credit Facilities | ||||||||||||
Long term debt and capital lease obligations | ||||||||||||
Repayment of credit facilities in full including related accrued interest | 82,200 | |||||||||||
Closing fees and expenses | 6,400 | |||||||||||
Distribution of cash to sponsor | 85,900 | |||||||||||
Letters of credit outstanding | 0 | 0 | 0 | |||||||||
Early retirement of debt obligation | 0 | (4,700) | ||||||||||
write off of deferred issuance costs | 3,200 | |||||||||||
Unamortized discount | 1,500 | 1,500 | 1,500 | |||||||||
Letter of credit cancelled | $ 4,000 | |||||||||||
Prior Senior Secured Credit Facilities | Tranche A Advances | ||||||||||||
Long term debt and capital lease obligations | ||||||||||||
Unamortized discount | $ 1,600 | |||||||||||
Senior Secured Credit Facilities | ||||||||||||
Long term debt and capital lease obligations | ||||||||||||
Aggregate principal amount | $ 199,500 | |||||||||||
Floor rate for Eurodollar term loan borrowings | 1.00% | |||||||||||
Reduction in floating interest rate for revolving facility borrowings based on leverage ratio (as a percent) | 0.50% | |||||||||||
Extra interest in an event of default (as a percent) | 2.00% | |||||||||||
Fee paid to lenders at closing of Credit Agreement (as a percent) | 1.00% | |||||||||||
Letters of credit outstanding | 5,000 | 5,000 | $ 5,000 | |||||||||
Letters of credit fee (as a percent) | 3.75% | |||||||||||
Prepayment premium or penalty amount (as a percent) | 1.00% | |||||||||||
Step down in Leverage Ratio | 3.75% | |||||||||||
Increase in Leverage Ratio | 0.50 | |||||||||||
Senior Secured Credit Facilities | Tranche A-1 advances | ||||||||||||
Long term debt and capital lease obligations | ||||||||||||
Aggregate principal amount | $ 99,500 | |||||||||||
Long-term debt | 97,379 | 97,379 | $ 97,379 | |||||||||
Increase in quarterly installments of principal payable based on achieving targeted wood pellet production (as a percent) | 0.50% | |||||||||||
Aggregate wood pellet production capacity for determining additional quarterly principal payments (as a percent) | 75.00% | |||||||||||
Period for aggregate wood pellet production capacity (in years) | 2 years | |||||||||||
Unamortized discount | $ 1,100 | $ 1,100 | $ 1,100 | |||||||||
Senior Secured Credit Facilities | Tranche A-1 advances | Eurodollar rate | ||||||||||||
Long term debt and capital lease obligations | ||||||||||||
Effective rate | 5.10% | 5.10% | 5.10% | |||||||||
Senior Secured Credit Facilities | Tranche A-1 advances | Through March 2017 | ||||||||||||
Long term debt and capital lease obligations | ||||||||||||
Quarterly installments of principal payable (as a percent) | 0.50% | |||||||||||
Senior Secured Credit Facilities | Tranche A-1 advances | After March 2017 through March 2018 | ||||||||||||
Long term debt and capital lease obligations | ||||||||||||
Quarterly installments of principal payable (as a percent) | 0.75% | |||||||||||
Senior Secured Credit Facilities | Tranche A-1 advances | After March 2018 through thereafter | ||||||||||||
Long term debt and capital lease obligations | ||||||||||||
Quarterly installments of principal payable (as a percent) | 1.25% | |||||||||||
Senior Secured Credit Facilities | Tranche A-1 advances | Through April 2017 | Base rate | ||||||||||||
Long term debt and capital lease obligations | ||||||||||||
Floating interest rate (as a percent) | 3.10% | |||||||||||
Senior Secured Credit Facilities | Tranche A-1 advances | Through April 2017 | Eurodollar rate | ||||||||||||
Long term debt and capital lease obligations | ||||||||||||
Floating interest rate (as a percent) | 4.10% | |||||||||||
Senior Secured Credit Facilities | Tranche A-1 advances | After April 2017 through April 2018 | Base rate | ||||||||||||
Long term debt and capital lease obligations | ||||||||||||
Floating interest rate (as a percent) | 2.95% | |||||||||||
Senior Secured Credit Facilities | Tranche A-1 advances | After April 2017 through April 2018 | Eurodollar rate | ||||||||||||
Long term debt and capital lease obligations | ||||||||||||
Floating interest rate (as a percent) | 3.95% | |||||||||||
Senior Secured Credit Facilities | Tranche A-1 advances | After April 2018 through thereafter | Base rate | ||||||||||||
Long term debt and capital lease obligations | ||||||||||||
Floating interest rate (as a percent) | 2.80% | |||||||||||
Senior Secured Credit Facilities | Tranche A-1 advances | After April 2018 through thereafter | Eurodollar rate | ||||||||||||
Long term debt and capital lease obligations | ||||||||||||
Floating interest rate (as a percent) | 3.80% | |||||||||||
Senior Secured Credit Facilities | Tranche A-2 advances | ||||||||||||
Long term debt and capital lease obligations | ||||||||||||
Aggregate principal amount | $ 75,000 | |||||||||||
Quarterly installments of principal payable (as a percent) | 0.25% | |||||||||||
Long-term debt | $ 73,946 | $ 73,946 | $ 73,946 | |||||||||
Unamortized discount | $ 700 | $ 700 | $ 700 | |||||||||
Senior Secured Credit Facilities | Tranche A-2 advances | Eurodollar rate | ||||||||||||
Long term debt and capital lease obligations | ||||||||||||
Effective rate | 5.25% | 5.25% | 5.25% | |||||||||
Senior Secured Credit Facilities | Revolving credit commitments | ||||||||||||
Long term debt and capital lease obligations | ||||||||||||
Commitment fee payable on undrawn commitments (as a percent) | 0.50% | |||||||||||
Reduction in commitment fee payable on undrawn commitments based on total leverage ratio (as a percent) | 0.375% | |||||||||||
Senior Secured Credit Facilities | Tranche A-2 and revolving facility borrowings | Base rate | ||||||||||||
Long term debt and capital lease obligations | ||||||||||||
Floating interest rate (as a percent) | 3.25% | |||||||||||
Senior Secured Credit Facilities | Tranche A-2 and revolving facility borrowings | Eurodollar rate | ||||||||||||
Long term debt and capital lease obligations | ||||||||||||
Floating interest rate (as a percent) | 4.25% | |||||||||||
Senior Secured Credit Facilities | Minimum | ||||||||||||
Long term debt and capital lease obligations | ||||||||||||
Period from closing of the credit agreement for prepayment of debt resulting in a premium or penalty payment (in months) | 6 months | |||||||||||
Interest coverage ratio | 2.25 | |||||||||||
Senior Secured Credit Facilities | Maximum | ||||||||||||
Long term debt and capital lease obligations | ||||||||||||
Leverage Ratio required for reduction in margin rate | 2 | |||||||||||
Initial Leverage Ratio | 4.25 | |||||||||||
Senior Secured Credit Facilities | Maximum | Revolving credit commitments | ||||||||||||
Long term debt and capital lease obligations | ||||||||||||
Aggregate principal amount | $ 25,000 | |||||||||||
Leverage Ratio required for reduction in margin rate | 2 | |||||||||||
Enviva, LP and Subsidiaries | ||||||||||||
Long term debt and capital lease obligations | ||||||||||||
Distribution of cash to sponsor | $ 4,152 | |||||||||||
Debt issuance costs, net | 3,594 | |||||||||||
Early retirement of debt obligation | $ (73) | |||||||||||
Enviva, LP and Subsidiaries | Prior Senior Secured Credit Facilities | ||||||||||||
Long term debt and capital lease obligations | ||||||||||||
Aggregate principal amount | $ 120,000 | |||||||||||
Repayment of credit facilities in full including related accrued interest | $ 82,200 | |||||||||||
Enviva, LP and Subsidiaries | Prior Senior Secured Credit Facilities | Tranche A Advances | ||||||||||||
Long term debt and capital lease obligations | ||||||||||||
Aggregate principal amount | 35,000 | |||||||||||
Long-term debt | 29,718 | |||||||||||
Enviva, LP and Subsidiaries | Prior Senior Secured Credit Facilities | Delayed Draw Term Commitments | ||||||||||||
Long term debt and capital lease obligations | ||||||||||||
Long-term debt | $ 57,000 | |||||||||||
Enviva, LP and Subsidiaries | Prior Senior Secured Credit Facilities | Maximum | Delayed Draw Term Commitments | ||||||||||||
Long term debt and capital lease obligations | ||||||||||||
Aggregate principal amount | 60,000 | |||||||||||
Enviva, LP and Subsidiaries | Prior Senior Secured Credit Facilities | Maximum | Working Capital Commitments | ||||||||||||
Long term debt and capital lease obligations | ||||||||||||
Aggregate principal amount | 15,000 | |||||||||||
Enviva, LP and Subsidiaries | Prior Senior Secured Credit Facilities | Maximum | Letter of credit facility commitments | ||||||||||||
Long term debt and capital lease obligations | ||||||||||||
Aggregate principal amount | $ 10,000 |
Long-Term Debt and Capital Le39
Long-Term Debt and Capital Lease Obligations (Details 2) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Long term debt | ||
Capital Lease Obligations | $ 58,000 | |
Total long-term debt and capital lease obligations | 176,839,000 | |
Less current portion of long-term debt and capital lease obligations | (3,072,000) | |
Long-term debt and capital lease obligations, excluding current installments | 173,767,000 | |
Maturities of long-term debt and capital lease obligations | ||
2,015 | 666,000 | |
2,016 | 5,708,000 | |
2,017 | 3,117,000 | |
2,018 | 6,850,000 | |
2,019 | 5,335,000 | |
Thereafter | 155,163,000 | |
Enviva Pellets Wiggins construction loan | ||
Long term debt | ||
Long-term Debt | 2,603,000 | |
Payment of principal and interest | 32,900 | |
lump sum payment on October 18, 2016 | $ 2,400,000 | |
Annual rate (as a percent) | 6.35% | |
Enviva Pellets Wiggins working capital line | ||
Long term debt | ||
Long-term Debt | $ 813,000 | |
Payment of principal and interest | 10,300 | |
lump sum payment on October 18, 2016 | $ 743,300 | |
Annual rate (as a percent) | 6.35% | |
Enviva Pellets Amory note | ||
Long term debt | ||
Long-term Debt | $ 2,000,000 | |
Annual rate (as a percent) | 6.00% | |
Enviva Pellets Southampton promissory note | ||
Long term debt | ||
Payment of principal and interest | $ 900,000 | |
Annual imputed rate (as a percent) | 7.60% | |
Present value period | 3 years | |
Other loans | ||
Long term debt | ||
Long-term Debt | $ 40,000 | |
Senior Secured Credit Facilities | Tranche A-1 advances | ||
Long term debt | ||
Long-term Debt | 97,379,000 | |
Unamortized discount | 1,100,000 | |
Quarterly principal payments June 2017 through March 2018 | 700,000 | |
Quarterly principal payments June 2018 through December 2019 | 1,200,000 | |
Final principal payment on April 9, 2020 | 83,800,000 | |
Senior Secured Credit Facilities | Tranche A-1 advances | Eurodollar rate | ||
Long term debt | ||
Quarterly principal payments through March 2017 | $ 500,000 | |
Interest rate (as a percent) | 5.10% | |
Senior Secured Credit Facilities | Tranche A-2 advances | ||
Long term debt | ||
Long-term Debt | $ 73,946,000 | |
Unamortized discount | 700,000 | |
Final principal payment on April 9, 2020 | 71,400,000 | |
Senior Secured Credit Facilities | Tranche A-2 advances | Eurodollar rate | ||
Long term debt | ||
Quarterly principal payments through December 2019 | $ 200,000 | |
Interest rate (as a percent) | 5.25% | |
Prior Senior Secured Credit Facilities | ||
Long term debt | ||
Unamortized discount | $ 1,500,000 | |
Prior Senior Secured Credit Facilities | Tranche A Advances | ||
Long term debt | ||
Unamortized discount | $ 1,600,000 | |
Enviva, LP and Subsidiaries | ||
Long term debt | ||
Capital Lease Obligations | 575,000 | |
Total long-term debt and capital lease obligations | 94,075,000 | |
Less current portion of long-term debt and capital lease obligations | (10,237,000) | |
Long-term debt and capital lease obligations, excluding current installments | 83,838,000 | |
Enviva, LP and Subsidiaries | Enviva Pellets Wiggins construction loan | ||
Long term debt | ||
Long-term Debt | 2,770,000 | |
Enviva, LP and Subsidiaries | Enviva Pellets Wiggins working capital line | ||
Long term debt | ||
Long-term Debt | 864,000 | |
Enviva, LP and Subsidiaries | Enviva Pellets Amory note | ||
Long term debt | ||
Long-term Debt | 2,000,000 | |
Enviva, LP and Subsidiaries | Enviva Pellets Southampton promissory note | ||
Long term debt | ||
Long-term Debt | 729,000 | |
Enviva, LP and Subsidiaries | Other loans | ||
Long term debt | ||
Long-term Debt | 419,000 | |
Enviva, LP and Subsidiaries | Prior Senior Secured Credit Facilities | Tranche A Advances | ||
Long term debt | ||
Long-term Debt | 29,718,000 | |
Enviva, LP and Subsidiaries | Prior Senior Secured Credit Facilities | Delayed Draw Term Commitments | ||
Long term debt | ||
Long-term Debt | $ 57,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | May. 04, 2015 | Apr. 09, 2015 | Nov. 09, 2012 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jan. 31, 2015 | Dec. 31, 2014 |
Related Party Transaction | |||||||||
Amount due to related party | $ 5,459 | $ 5,459 | |||||||
Notes payable | $ 81,900 | ||||||||
Related party notes payable repaid | $ 81,900 | ||||||||
Accrued interest paid | $ 1,100 | ||||||||
Green Circle | |||||||||
Related Party Transaction | |||||||||
Notes payable | $ 36,700 | ||||||||
Acquisition II | |||||||||
Related Party Transaction | |||||||||
Notes payable | $ 50,000 | ||||||||
Prior MSA | Enviva Holdings, LP. | |||||||||
Related Party Transaction | |||||||||
Amount due to related party | 2,800 | 2,800 | |||||||
Capitalized deferred issuance costs | 0 | 900 | |||||||
New MSA | |||||||||
Related Party Transaction | |||||||||
Annual fee expensed | 9,300 | 21,700 | |||||||
New MSA | Inventory finished goods | |||||||||
Related Party Transaction | |||||||||
Annual fee expensed | 1,100 | ||||||||
New MSA | General and administrative expenses | |||||||||
Related Party Transaction | |||||||||
Annual fee expensed | 3,300 | 9,600 | |||||||
New MSA | Cost of goods sold. | |||||||||
Related Party Transaction | |||||||||
Annual fee expensed | 4,900 | 11,000 | |||||||
New MSA | Enviva Management Company, LLC | |||||||||
Related Party Transaction | |||||||||
Term of agreement | 5 years | ||||||||
Biomass Purchase And Terminal Service Agreement | |||||||||
Related Party Transaction | |||||||||
Amount due to related party | 2,400 | 2,400 | |||||||
Purchase of wood pellets | 19,200 | 35,900 | |||||||
Terminal service fees | 0 | 0 | |||||||
Biomass Purchase And Terminal Service Agreement | Inventory finished goods | |||||||||
Related Party Transaction | |||||||||
Purchase of wood pellets | 1,200 | 1,200 | |||||||
Biomass Purchase And Terminal Service Agreement | Cost of goods sold. | |||||||||
Related Party Transaction | |||||||||
Purchase of wood pellets | 18,300 | 34,700 | |||||||
Enviva, LP and Subsidiaries | |||||||||
Related Party Transaction | |||||||||
Amount due to related party | $ 2,354 | ||||||||
Enviva, LP and Subsidiaries | Prior MSA | Enviva Holdings, LP. | |||||||||
Related Party Transaction | |||||||||
Term of agreement | 6 years | ||||||||
Reimbursable expenses incurred | 0 | $ 600 | 800 | $ 2,000 | |||||
Amount due to related party | $ 2,400 | ||||||||
Capitalized deferred issuance costs | 200 | 1,000 | |||||||
Capital contributions | 0 | 500 | |||||||
Enviva, LP and Subsidiaries | Prior MSA | Enviva Holdings, LP. | General and administrative expenses | |||||||||
Related Party Transaction | |||||||||
Annual fee expensed | $ 0 | 1,900 | $ 2,200 | 4,800 | |||||
Reimbursable expenses incurred | 500 | 1,600 | |||||||
Enviva, LP and Subsidiaries | Prior MSA | Enviva Holdings, LP. | Cost of goods sold. | |||||||||
Related Party Transaction | |||||||||
Reimbursable expenses incurred | $ 100 | $ 400 | |||||||
Enviva, LP and Subsidiaries | Prior MSA | Enviva Holdings, LP. | Maximum | |||||||||
Related Party Transaction | |||||||||
Annual fee | $ 7,200 |
Partners' Capital (Details)
Partners' Capital (Details) | 9 Months Ended |
Sep. 30, 2015shares | |
Partners' Capital and Distribution | |
Ownership interest (as a percent) | 51.70% |
Allocations to partners (as a percent) | 100.00% |
Common Units | |
Partners' Capital and Distribution | |
Number of units issued to partnership's sponsor | 405,138 |
Subordinated Units | |
Partners' Capital and Distribution | |
Number of units issued to partnership's sponsor | 11,905,138 |
Partners' Capital (Details 2)
Partners' Capital (Details 2) | 9 Months Ended |
Sep. 30, 2015 | |
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 (Details 3)
Partners' Capital (Details 3) - USD ($) | Oct. 28, 2015 | Jul. 29, 2015 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2015 |
Cash Distributions | ||||||
Cash distribution declared | $ 10,500,000 | $ 6,300,000 | $ 6,339,000 | |||
Cash distribution declared (in dollars per unit) | $ 0.4400 | $ 0.2630 | $ 0.4400 | $ 0.7030 | ||
Incentive distribution | $ 0 | |||||
Minimum | ||||||
Cash Distributions | ||||||
Prorated unit value for quarterly distribution (in dollars per unit) | $ 0.4125 |
Equity - Based Awards (Details)
Equity - Based Awards (Details) - USD ($) $ in Thousands | Jul. 29, 2015 | Jun. 03, 2015 | May. 04, 2015 | Sep. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2015 | Apr. 30, 2015 |
Long Term Incentive Plan | |||||||
General and Administrative Expense | $ 4,779 | $ 3,770 | $ 13,176 | ||||
Phantom units | |||||||
Long Term Incentive Plan | |||||||
Units granted | 296,266 | ||||||
LTIP | |||||||
Long Term Incentive Plan | |||||||
Number of common units to be awarded under the plan | 2,738,182 | ||||||
LTIP | Phantom units | |||||||
Long Term Incentive Plan | |||||||
Units granted | 27,760 | 27,141 | |||||
Period in which awards are settled in common units | 60 days | ||||||
General and Administrative Expense | $ 200 | ||||||
Employees of Affiliate | Phantom units | |||||||
Long Term Incentive Plan | |||||||
Units granted | 227,253 | ||||||
Affiliate Grants | Phantom units | |||||||
Long Term Incentive Plan | |||||||
Grant date fair value | $ 5,800 | ||||||
Affiliate Grants | Phantom units | Tranche One | |||||||
Long Term Incentive Plan | |||||||
Units granted | 200,351 | ||||||
Vesting period | 3 years | ||||||
Affiliate Grants | Phantom units | Tranche Two | |||||||
Long Term Incentive Plan | |||||||
Units granted | 81,803 | ||||||
Non Employee Directors | Phantom units | |||||||
Long Term Incentive Plan | |||||||
Units granted | 14,112 | ||||||
Director Grants | Phantom units | |||||||
Long Term Incentive Plan | |||||||
Grant date fair value | $ 300 | ||||||
Vesting period | 1 year |
Equity - Based Awards (Details
Equity - Based Awards (Details 2) - Phantom units | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Number of Units | |
Granted (in units) | shares | 296,266 |
Outstanding at the end of the period (in units) | shares | 296,266 |
Weighted Average Grant Date Fair Value per Unit | |
Granted (in dollars per unit) | $ 20.58 |
Outstanding at the end of the period (in dollars per unit) | $ 20.58 |
Net Income per Limited Partne46
Net Income per Limited Partner Unit (Details) | May. 03, 2015shares |
Net Income per Limited Partner Unit. | |
Number of basic units outstanding | 0 |
Net Income per Limited Partne47
Net Income per Limited Partner Unit (Details 2) - shares | May. 03, 2015 | Sep. 30, 2015 | Sep. 30, 2015 |
Weighted average number of units outstanding | |||
Weighted average limited partner common units - basic | 0 | ||
Subordinated Units | |||
Weighted average number of units outstanding | |||
Potentially dilutive subordinated units outstanding | 0 | ||
Common Units | |||
Weighted average number of units outstanding | |||
Weighted average limited partner common units - basic | 11,905,739 | 11,905,509 | |
Dilutive effect of unvested phantom units | 287,516 | 273,848 | |
Weighted average limited partner common units-diluted | 12,193,255 | 12,179,357 |