Related Party Transactions | (11) Related-Party Transactions Related-party amounts included on the unaudited condensed consolidated statements of operations were as follows for the three months ended March 31, 2018 and 2017: Three Months Ended March 31, 2018 2018 2017 (Recast) Other revenue $ 1,232 $ 320 Cost of goods sold 15,139 13,981 General and administrative expenses 3,964 3,013 Management Services Agreement On April 9, 2015, the Partnership, the General Partner, Enviva, LP, Enviva GP, LLC and certain subsidiaries of Enviva, LP (collectively, the “Service Recipients”) entered into a five-year Management Services Agreement (the “MSA”) with Enviva Management Company, LLC (the “Provider”), a wholly owned subsidiary of the sponsor, pursuant to which the Provider provides the Service Recipients with operations, general administrative, management and other services (the “Services”). Under the terms of the MSA, the Service Recipients are required to reimburse the Provider the amount of all direct or indirect internal or third-party expenses incurred by the Provider in connection with the provision of the Services, including, without limitation: (1) the portion of the salary and benefits of the employees engaged in providing the Services reasonably allocable to the Service Recipients; (2) the charges and expenses of any third party retained to provide any portion of the Services; (3) office rent and expenses and other overhead costs incurred in connection with, or reasonably allocable to, providing the Services; (4) amounts related to the payment of taxes related to the business of the Service Recipients; and (5) costs and expenses incurred in connection with the formation, capitalization, business or other activities of the Provider pursuant to the MSA. Direct or indirect internal or third-party expenses incurred are either directly identifiable or allocated to the Partnership by the Provider. The Provider estimates the percentage of salary, benefits, third-party costs, office rent and expenses and any other overhead costs incurred by the Provider associated with the Services to be provided to the Partnership. Each month, the Provider allocates the actual costs accumulated in the financial accounting system using these estimates. The Provider also charges the Partnership for any directly identifiable costs such as goods or services provided at the Partnership’s request. During the three months ended March 31, 2018, the Partnership incurred $14.7 million related to the MSA. Of this amount, during the three months ended March 31, 2018, $8.7 million is included in cost of goods sold and $4.0 million is included in general and administrative expenses on the unaudited condensed consolidated statements of operations. At March 31, 2018, $2.0 million incurred under the MSA is included in finished goods inventory. During the three months ended March 31, 2017, the Partnership incurred $14.7 million related to the MSA. Of this amount, $10.6 million is included in cost of goods sold and $3.0 million is included in general and administrative expenses on the unaudited condensed consolidated statements of operations. At March 31, 2017, $1.1 million incurred under the MSA was included in finished goods inventory. As of March 31, 2018 and December 31, 2017, the Partnership had $14.7 million and $19.6 million, respectively, included in related-party payables primarily related to the MSA. Common Control Transactions On October 2, 2017, the First Hancock JV contributed to Enviva, LP all of the issued and outstanding limited liability company interests in Wilmington for total consideration of $130.0 million (see Note 1, Description of Business and Basis of Presentation ). Related-Party Indemnification In connection with the acquisition of Sampson in December 2016 (“Sampson Drop-Down”), the First Hancock JV agreed to indemnify the Partnership, its affiliates, and its respective officers, directors, managers, counsel, agents and representatives from all costs and losses arising from certain vendor liabilities and claims related to the construction of the Sampson plant that were included in the net assets acquired. The Partnership recorded a corresponding related-party receivable from the First Hancock JV of $6.4 million for reimbursement of such indemnifiable amounts. At March 31, 2018 and December 31, 2017, the related-party receivable associated with such amounts was $1.8 million and $3.0 million, respectively. In connection with the Wilmington Drop-Down, the First Hancock JV agreed to indemnify the Partnership, its affiliates, and its respective officers, directors, managers, counsel, agents and representatives from all costs and losses arising from certain vendor liabilities and claims related to the construction of the Wilmington terminal that were included in the net assets acquired. The Partnership recorded a corresponding related-party receivable from the First Hancock JV of $1.8 million for reimbursement of such indemnifiable amounts. At March 31, 2018 and December 31, 2017, the related-party receivable associated with such amounts was $1.4 million and $1.3 million, respectively. Sampson Construction Payments Pursuant to three payment agreements between the Partnership and the First Hancock JV dated effective as of July 27, 2017, September 30, 2017 and December 31, 2017, respectively (together, the “Payment Agreements”), the First Hancock JV agreed to pay an aggregate amount of $1.4 million to the Partnership in consideration for costs incurred by the Partnership to repair or replace certain equipment at the Sampson plant following the consummation of the Sampson Drop-Down. As of March 31, 2018, the $1.4 million has been received in full and no further amounts are outstanding. Terminal Services Agreement In 2017, Wilmington and the sponsor entered into the Holdings TSA providing for wood pellet receipt, storage, handling and loading services by the Wilmington terminal for the sponsor. Pursuant to the Holdings TSA, which remains in effect until September 1, 2026, the sponsor agreed to deliver a minimum of 125,000 MT per quarter and pay a fixed fee on a per-ton basis for the terminal services. During the three months ended March 31, 2018 and 2017, the Partnership recorded $0.8 million and $0.3 million, respectively, as terminal services revenue, which is included in “Other revenue.” On February 16, 2018, Greenwood acquired the Greenwood plant and the Holdings TSA was amended and assigned to Greenwood. The terminal services agreement provides for deficiency payments to Wilmington if quarterly minimum throughput requirements are not met. During the three months ended March 31, 2018, the Partnership recorded $0.4 million of deficiency fees under the Holdings TSA, which is included in “Other revenue.” Enviva FiberCo, LLC The Partnership purchases raw materials from Enviva FiberCo. Raw material purchases during the three months ended March 31, 2018 and 2017 from FiberCo were $1.7 million and $1.8 million, respectively. Biomass Option Agreement – Enviva Holdings, LP On February 3, 2017, Enviva, LP entered into a master biomass purchase and sale agreement and a confirmation thereunder, which confirmation was amended on April 1, 2017, each with the sponsor (together, the “Option Contract”), pursuant to which Enviva, LP had the option to purchase certain volumes of wood pellets from the sponsor, from time to time at a price per metric ton determined by reference to a market index. The sponsor has a corresponding right to re-purchase volumes purchased by Enviva, LP pursuant to the Option Contract at a price per metric ton determined by reference to such market index at then-prevailing rates in the event that Enviva, LP purchases more than 45,000 MT of wood pellets pursuant to the Option Contract. During the three months ended March 31, 2018 and 2017, pursuant to the Option Contract, Enviva, LP purchased $1.7 million and $1.6 million, respectively, of wood pellets from the sponsor, which amounts are included in cost of goods sold in the Partnership’s unaudited condensed consolidated statements of income. The Option Contract terminated in accordance with its terms on March 2, 2018. EVA-MGT Contracts In January 2016 the Partnership entered into a contract with the First Hancock JV to supply 375,000 MTPY of wood pellets (the “EVA‑MGT Contract”) to MGT Teesside Limited’s Tees Renewable Energy Plant (the “Tees REP”), which is under development. The EVA‑MGT Contract commences in 2019, ramps to full supply in 2021 and continues through 2034. The EVA-MGT Contract is denominated in U.S. Dollars for commissioning volumes in 2019 and in GBP thereafter. The Partnership entered into a second supply agreement with the First Hancock JV in connection with the Sampson Drop-Down to supply an additional 95,000 MTPY of the contracted volume to the Tees REP. The contract, which is denominated in GBP, commences in 2020 and continues through 2034. Greenwood Contract In connection with the Greenwood Acquisition on February 16, 2018, the Partnership entered into a contract with Greenwood to purchase wood pellets produced by the Greenwood plant (the “Greenwood Contract”). Pursuant to the Greenwood Contract, the Partnership has agreed, subject to certain conditions, to purchase production from the Greenwood plant from February 16, 2018 through March 2022 and has a take-or-pay obligation with respect to 550,000 MTPY of wood pellets (prorated for partial contract years) beginning in mid-2019. During the three months ended March 31, 2018, the Partnership purchased $3.7 million of wood pellets from Greenwood, of which $3.1 million is included in cost of goods sold. As of March 31, 2018, $0.6 million is included in finished goods inventory and $3.5 million is included in related-party payables for the wood pellet purchases under the Greenwood Contract. Long-Term Incentive Plan Vesting During the three months ended March 31, 2018, the Partnership paid $4.0 million to the General Partner and the Provider in connection with the settlement of 139,810 performance-based phantom unit awards under the Enviva Partners, LP Long-Term Incentive Plan (“LTIP”). (See Note 15, Equity Based Awards ). |