Supplemental Guarantor Information | Supplemental Guarantor Information The Partnership and its wholly owned finance subsidiary, Enviva Partners Finance Corp., are the co-issuers of our senior notes on a joint and several basis. The senior notes are guaranteed on a senior unsecured basis by certain of the Partnership’s direct and indirect wholly owned subsidiaries (excluding Enviva Partners Finance Corp. and certain immaterial subsidiaries) and will be guaranteed by the Partnership’s future restricted subsidiaries that guarantee certain of its other indebtedness (collectively, the “Subsidiary Guarantors”). The guarantees are full and unconditional and joint and several. Each of the Subsidiary Guarantors is directly or indirectly 100% owned by the Partnership. Enviva Partners Finance Corp. is a finance subsidiary formed for the purpose of being the co-issuer of the senior notes. Other than certain restrictions arising under the senior secured revolving credit facility and the indenture governing the senior notes (see Note 12, Long-Term Debt and Finance Lease Obligations ), there are no significant restrictions on the ability of any restricted subsidiary to (i) pay dividends or make any other distributions to the Partnership or any of its restricted subsidiaries or (ii) make loans or advances to the Partnership or any of its restricted subsidiaries. As of June 30, 2019, in accordance with Rule 3-10 of Regulation S-X, supplemental consolidating financial statements have been prepared from our financial information on the same basis of accounting as our consolidated financial statements. In periods prior to June 30, 2019, condensed consolidating financial information required under Rule 3-10 was not provided as our non-guarantor subsidiaries were considered minor or were not required to be presented. Condensed Consolidated Balance Sheet June 30, 2019 Guarantor Subsidiaries Non- Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 3,629 $ 1,376 $ — $ 5,005 Accounts receivable 61,812 6 — 61,818 Insurance receivables 2,258 — — 2,258 Related-party receivables 14,322 8,370 (17,005 ) 5,687 Inventories 30,985 307 — 31,292 Prepaid expenses and other current assets 2,847 222 — 3,069 Total current assets 115,853 10,281 (17,005 ) 109,129 Property, plant and equipment - in service, net 523,691 1,783 — 525,474 Construction in progress 39,300 159,496 (180 ) 198,616 Total Property, plant and equipment, net 562,991 161,279 (180 ) 724,090 Operating lease right-of-use assets, net 26,935 6,942 — 33,877 Related-party note receivable 26,989 — (26,989 ) — Goodwill 85,615 — — 85,615 Investment in subsidiaries 118,543 — (118,543 ) — Other long-term assets 7,038 — (180 ) 6,858 Total assets $ 943,964 $ 178,502 $ (162,897 ) $ 959,569 Liabilities and Partners’ Capital Current liabilities: Accounts payable $ 12,706 $ 2,942 $ — $ 15,648 Related-party payables and accrued liabilities 35,766 10,712 (17,005 ) 29,473 Deferred consideration for drop-downs due to related party 40,000 — — 40,000 Accrued and other current liabilities 38,000 14,788 — 52,788 Current portion of interest payable 5,512 — — 5,512 Current portion of long-term debt and finance lease obligations 2,733 — — 2,733 Total current liabilities 134,717 28,442 (17,005 ) 146,154 Long-term debt and finance lease obligations 523,348 — — 523,348 Related-party long-term debt — 26,989 (26,989 ) — Long-term operating lease liabilities 27,726 6,123 — 33,849 Long-term interest payable 1,070 — — 1,070 Long-term interest related-party payable — 180 (180 ) — Other long-term liabilities 1,991 — — 1,991 Total liabilities 688,852 61,734 (44,174 ) 706,412 Total Enviva Partners, LP partners' capital 255,112 164,960 (118,723 ) 301,349 Noncontrolling interest — (48,192 ) — (48,192 ) Total partners’ capital 255,112 116,768 (118,723 ) 253,157 Total liabilities and partners’ capital $ 943,964 $ 178,502 $ (162,897 ) $ 959,569 Condensed Consolidated Balance Sheet December 31, 2018 Guarantor Subsidiaries Non- Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 2,396 $ 64 $ — $ 2,460 Accounts receivable 54,792 2 — 54,794 Insurance receivables 5,140 — — 5,140 Related-party receivables 6,453 4,944 (10,005 ) 1,392 Inventories 31,490 — — 31,490 Prepaid expenses and other current assets 2,235 — — 2,235 Total current assets 102,506 5,010 (10,005 ) 97,511 Property, plant and equipment - in service, net 542,635 — — 542,635 Construction in progress 14,393 — — 14,393 Total Property, plant and equipment, net 557,028 — — 557,028 Goodwill 85,615 — — 85,615 Investment in subsidiaries 652 — (652 ) — Other long-term assets 8,616 — — 8,616 Total assets $ 754,417 $ 5,010 $ (10,657 ) $ 748,770 Liabilities and Partners’ Capital Current liabilities: Accounts payable $ 15,551 $ — $ — $ 15,551 Related-party payables and accrued liabilities 33,169 5,061 (10,005 ) 28,225 Deferred consideration for drop-downs due to related party 74,000 — — 74,000 Accrued and other current liabilities 41,395 5 — 41,400 Current portion of interest payable 5,434 — — 5,434 Current portion of long-term debt and finance lease obligations 2,722 — — 2,722 Total current liabilities 172,271 5,066 (10,005 ) 167,332 Long-term debt and finance lease obligations 429,933 — — 429,933 Long-term interest payable 1,010 — — 1,010 Other long-term liabilities 3,779 — — 3,779 Total liabilities 606,993 5,066 (10,005 ) 602,054 Total partners’ capital 147,424 (56 ) (652 ) 146,716 Total liabilities and partners’ capital $ 754,417 $ 5,010 $ (10,657 ) $ 748,770 Condensed Consolidated Statement of Operations For the Three Months Ended June 30, 2019 Guarantor Subsidiaries Non- Eliminations Consolidated Product sales $ 167,202 $ — $ — $ 167,202 Other revenue 1,552 — (675 ) 877 Net revenue 168,754 — (675 ) 168,079 Cost of goods sold 140,476 — — 140,476 Depreciation and amortization 11,096 — — 11,096 Total cost of goods sold 151,572 — — 151,572 Gross margin 17,182 — (675 ) 16,507 General and administrative expenses 1,253 1,663 (675 ) 2,241 Related-party management services agreement fee 5,114 3,675 — 8,789 Total general and administrative expenses 6,367 5,338 (675 ) 11,030 Income (loss) from operations 10,815 (5,338 ) — 5,477 Other (expense) income: Interest expense (9,169 ) (27 ) — (9,196 ) Other income (expense), net 47 51 (180 ) (82 ) Total other (expense) income, net (9,122 ) 24 (180 ) (9,278 ) Net income (loss) $ 1,693 $ (5,314 ) $ (180 ) $ (3,801 ) Condensed Consolidated Statement of Operations For the Three Months Ended June 30, 2018 Guarantor Subsidiaries Non- Eliminations Consolidated Product sales $ 133,168 $ — $ — $ 133,168 Other revenue 2,428 — — 2,428 Net revenue 135,596 — — 135,596 Cost of goods sold 105,967 — — 105,967 Depreciation and amortization 9,818 — — 9,818 Total cost of goods sold 115,785 — — 115,785 Gross margin 19,811 — — 19,811 General and administrative expenses 3,811 18 — 3,829 Related-party management services agreement fee 3,458 — — 3,458 Total general and administrative expenses 7,269 18 — 7,287 Income (loss) from operations 12,542 (18 ) — 12,524 Other (expense) income: Interest expense (9,047 ) — — (9,047 ) Other income (expense), net 161 (94 ) — 67 Total other expense, net (8,886 ) (94 ) — (8,980 ) Net income (loss) $ 3,656 $ (112 ) $ — $ 3,544 Condensed Consolidated Statement of Operations For the Six Months Ended June 30, 2019 Guarantor Subsidiaries Non- Eliminations Consolidated Product sales $ 323,801 $ — $ — $ 323,801 Other revenue 3,322 — (675 ) 2,647 Net revenue 327,123 — (675 ) 326,448 Cost of goods sold 277,868 — — 277,868 Depreciation and amortization 22,166 — — 22,166 Total cost of goods sold 300,034 — — 300,034 Gross margin 27,089 — (675 ) 26,414 General and administrative expenses 6,871 1,669 (675 ) 7,865 Related-party management services agreement fee 9,327 3,675 — 13,002 Total general and administrative expenses 16,198 5,344 (675 ) 20,867 Income (loss) from operations 10,891 (5,344 ) — 5,547 Other (expense) income: Interest expense (18,802 ) (27 ) — (18,829 ) Other income (expense), net 687 51 (180 ) 558 Total other expense, net (18,115 ) 24 (180 ) (18,271 ) Net loss $ (7,224 ) $ (5,320 ) $ (180 ) $ (12,724 ) Condensed Consolidated Statement of Operations For the Six Months Ended June 30, 2018 Guarantor Subsidiaries Non- Eliminations Consolidated Product sales $ 255,490 $ — $ — $ 255,490 Other revenue 5,430 — — 5,430 Net revenue 260,920 — — 260,920 Cost of goods sold 227,005 — — 227,005 Depreciation and amortization 19,122 — — 19,122 Total cost of goods sold 246,127 — — 246,127 Gross margin 14,793 — — 14,793 General and administrative expenses 6,557 20 — 6,577 Related-party management services agreement fee 7,514 — — 7,514 Total general and administrative expenses 14,071 20 — 14,091 Income (loss) from operations 722 (20 ) — 702 Other (expense) income: Interest expense (17,692 ) — — (17,692 ) Other income (expense), net 1,293 (94 ) — 1,199 Total other expense, net (16,399 ) (94 ) — (16,493 ) Net loss $ (15,677 ) $ (114 ) $ — $ (15,791 ) Condensed Consolidated Statement of Comprehensive Income (Loss) For the Three Months Ended June 30, 2019 Guarantor Subsidiaries Non- Eliminations Consolidated Net income (loss) $ 1,693 $ (5,314 ) $ (180 ) $ (3,801 ) Other comprehensive loss: Net unrealized losses on cash flow hedges (106 ) — — (106 ) Reclassification of net gains realized into net income (loss) (86 ) — — (86 ) Total other comprehensive loss (192 ) — — (192 ) Total comprehensive income (loss) $ 1,501 $ (5,314 ) $ (180 ) $ (3,993 ) Condensed Consolidated Statement of Comprehensive Income (Loss) For the Three Months Ended June 30, 2018 Guarantor Subsidiaries Non- Eliminations Consolidated Net income (loss) $ 3,656 $ (112 ) $ — $ 3,544 Other comprehensive income (loss): Net unrealized gains on cash flow hedges 4,365 — — 4,365 Reclassification of net gains realized into net income (loss) (64 ) — — (64 ) Total other comprehensive income 4,301 — — 4,301 Total comprehensive income (loss) $ 7,957 $ (112 ) $ — $ 7,845 Condensed Consolidated Statement of Comprehensive Loss For the Six Months Ended June 30, 2019 Guarantor Subsidiaries Non- Eliminations Consolidated Net loss $ (7,224 ) $ (5,320 ) $ (180 ) $ (12,724 ) Other comprehensive loss: Net unrealized losses on cash flow hedges (161 ) — — (161 ) Reclassification of net gains realized into net loss (193 ) — — (193 ) Total other comprehensive loss (354 ) — — (354 ) Total comprehensive loss $ (7,578 ) $ (5,320 ) $ (180 ) $ (13,078 ) Condensed Consolidated Statement of Comprehensive Loss For the Six Months Ended June 30, 2018 Guarantor Subsidiaries Non- Eliminations Consolidated Net loss $ (15,677 ) $ (114 ) $ — $ (15,791 ) Other comprehensive income (loss): Net unrealized gains on cash flow hedges 3,037 — — 3,037 Reclassification of net gains realized into net loss (63 ) — — (63 ) Total other comprehensive income 2,974 — — 2,974 Total comprehensive loss $ (12,703 ) $ (114 ) $ — $ (12,817 ) Condensed Consolidated Statement of Cash Flows For the Six Months Ended June 30, 2019 Guarantor Subsidiaries Non- Eliminations Consolidated Cash flows from operating activities: Net loss $ (7,224 ) $ (5,320 ) $ (180 ) $ (12,724 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 22,426 30 — 22,456 MSA Fee Waivers 7,400 3,646 — 11,046 Amortization of debt issuance costs, debt premium and original issue discounts 595 — — 595 Loss on disposal of assets 350 — — 350 Unit-based compensation 2,936 549 — 3,485 Fair value changes in derivatives (346 ) — — (346 ) Unrealized loss on foreign currency transactions, net 29 — — 29 Change in operating assets and liabilities: Accounts and insurance receivables (4,163 ) (4 ) — (4,167 ) Related-party receivables (17,529 ) (2,012 ) 17,005 (2,536 ) Prepaid expenses and other current and long-term assets (139 ) (201 ) — (340 ) Inventories 287 (305 ) — (18 ) Derivatives 563 — — 563 Accounts payable, accrued liabilities and other current liabilities (2,449 ) (4,630 ) — (7,079 ) Related-party payables and accrued liabilities 14,045 2,604 (17,005 ) (356 ) Accrued interest (1,650 ) 1,072 — (578 ) Operating lease liabilities (1,690 ) (782 ) — (2,472 ) Other long-term liabilities 196 (542 ) — (346 ) Net cash provided by (used in) operating activities 13,637 (5,895 ) (180 ) 7,562 Cash flows from investing activities: Purchases of property, plant and equipment (30,823 ) (19,069 ) — (49,892 ) Payment in relation to the Enviva Wilmington Holdings, LLC Drop-Down (74,700 ) — — (74,700 ) Net cash used in investing activities (105,523 ) (19,069 ) — (124,592 ) Cash flows from financing activities: Proceeds from long-term debt and finance lease obligations, net 92,248 — — 92,248 Proceeds from common unit issuances 96,970 — — 96,970 First JV Revolver (22,850 ) 22,850 — — Payment of deferred consideration for Enviva Port of Wilmington, LLC Drop-Down (24,300 ) — — (24,300 ) Distributions to unitholders, distribution equivalent rights and incentive distribution rights holder (43,473 ) — — (43,473 ) Payment for withholding tax associated with Long-Term Incentive Plan vesting (1,870 ) — — (1,870 ) Net cash provided by financing activities 96,725 22,850 — 119,575 Net increase (decrease) in cash, cash equivalents and restricted cash 4,839 (2,114 ) (180 ) 2,545 Cash, cash equivalents and restricted cash, beginning of period (1,030 ) 3,490 — 2,460 Cash, cash equivalents and restricted cash, end of period $ 3,809 $ 1,376 $ (180 ) $ 5,005 Condensed Consolidated Statement of Cash Flows For the Six Months Ended June 30, 2018 Guarantor Subsidiaries Non- Eliminations Consolidated Cash flows from operating activities: Net loss $ (15,677 ) $ (114 ) $ — $ (15,791 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 19,439 — — 19,439 Amortization of debt issuance costs, debt premium and original issue discounts 548 — — 548 Loss on disposal of assets 244 — — 244 Unit-based compensation 3,823 — — 3,823 Fair value changes in derivatives (2,923 ) — — (2,923 ) Unrealized loss on foreign currency transactions, net 29 — 29 Change in operating assets and liabilities: Accounts and insurance receivables 33,806 — — 33,806 Related-party receivables (4,052 ) (2,899 ) 7,017 66 Prepaid expenses and other current and long-term assets (297 ) — — (297 ) Inventories (12,021 ) — — (12,021 ) Derivatives (947 ) — — (947 ) Accounts payable, accrued liabilities and other current liabilities 8,435 1 — 8,436 Related-party payables and accrued liabilities (546 ) 4,118 (7,017 ) (3,445 ) Accrued interest 60 — — 60 Other long-term liabilities 206 — — 206 Net cash provided by operating activities 30,127 1,106 — 31,233 Cash flows from investing activities: Purchases of property, plant and equipment (5,879 ) — — (5,879 ) Insurance proceeds from property loss 1,130 — — 1,130 Net cash used in investing activities (4,749 ) — — (4,749 ) Cash flows from financing activities: Proceeds from long-term debt and finance lease obligations, net 27,016 — — 27,016 Proceeds from common unit issuances 241 — — 241 Distributions to unitholders, distribution equivalent rights and incentive distribution rights holder (36,469 ) — — (36,469 ) Payment to General Partner to purchase affiliate common units for Long-Term Incentive Plan vesting (2,341 ) — — (2,341 ) Payment for withholding tax associated with Long-Term Incentive Plan vesting (1,665 ) — — (1,665 ) Net cash used in financing activities (13,218 ) — — (13,218 ) Net increase in cash, cash equivalents and restricted cash 12,160 1,106 — 13,266 Cash, cash equivalents and restricted cash, beginning of period 524 — — 524 Cash, cash equivalents and restricted cash, end of period $ 12,684 $ 1,106 $ — $ 13,790 |