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 (1) pay dividends or make any other distributions to the Partnership or any of its restricted subsidiaries or (2) make loans or advances to the Partnership or any of its restricted subsidiaries. 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. Condensed Consolidated Balance Sheet September 30, 2019 Guarantor Subsidiaries Non- Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 2,046 $ 311 $ — $ 2,357 Accounts receivable 49,634 9 — 49,643 Inventories 38,286 4,367 (304 ) 42,349 Prepaid expenses and other current assets 3,925 73 — 3,998 Total current assets 93,891 4,760 (304 ) 98,347 Property, plant and equipment - in service, net 517,577 166,195 (248 ) 683,524 Construction in progress 60,181 743 — 60,924 Total property, plant and equipment, net 577,758 166,938 (248 ) 744,448 Operating lease right-of-use assets, net 26,567 6,812 — 33,379 Related-party note receivable 42,989 — (42,989 ) — Goodwill 85,615 — — 85,615 Investment in subsidiaries 118,543 — (118,543 ) — Other long-term assets 7,876 — (550 ) 7,326 Total assets $ 953,239 $ 178,510 $ (162,634 ) $ 969,115 Liabilities and Partners’ Capital Current liabilities: Accounts payable $ 18,575 $ 2,937 $ — $ 21,512 Related-party payables and accrued liabilities 12,048 (2,929 ) — 9,119 Deferred consideration for drop-downs due to related party 40,000 — — 40,000 Accrued and other current liabilities 37,618 10,700 — 48,318 Current portion of interest payable 13,209 — — 13,209 Current portion of long-term debt and finance lease obligations 3,891 599 — 4,490 Total current liabilities 125,341 11,307 — 136,648 Long-term debt and finance lease obligations 542,575 1,014 — 543,589 Related-party long-term debt — 42,989 (42,989 ) — Long-term operating lease liabilities 27,683 6,042 — 33,725 Long-term interest payable 1,100 — — 1,100 Long-term interest related-party payable — 550 (550 ) — Other long-term liabilities 2,170 — — 2,170 Total liabilities 698,869 61,902 (43,539 ) 717,232 Total Enviva Partners, LP partners' capital 302,562 116,608 (119,095 ) 300,075 Noncontrolling interest (48,192 ) — — (48,192 ) Total partners’ capital 254,370 116,608 (119,095 ) 251,883 Total liabilities and partners’ capital $ 953,239 $ 178,510 $ (162,634 ) $ 969,115 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 September 30, 2019 Guarantor Subsidiaries Non- Eliminations Consolidated Product sales $ 155,188 $ 3,935 $ (3,935 ) $ 155,188 Other revenue 2,454 — (237 ) 2,217 Net revenue 157,642 3,935 (4,172 ) 157,405 Cost of goods sold 118,950 2,674 (3,631 ) 117,993 Depreciation and amortization 11,173 1,773 — 12,946 Total cost of goods sold 130,123 4,447 (3,631 ) 130,939 Gross margin 27,519 (512 ) (541 ) 26,466 General and administrative expenses 1,842 (289 ) (239 ) 1,314 Related-party management services agreement fee 4,510 1,976 — 6,486 Total general and administrative expenses 6,352 1,687 (239 ) 7,800 Income (loss) from operations 21,167 (2,199 ) (302 ) 18,666 Other (expense) income: Interest expense (9,864 ) (8 ) — (9,872 ) Related-party interest expense — (300 ) 300 — Other income (expense), net 440 (11 ) (371 ) 58 Total other (expense) income, net (9,424 ) (319 ) (71 ) (9,814 ) Net income (loss) $ 11,743 $ (2,518 ) $ (373 ) $ 8,852 Condensed Consolidated Statement of Operations For the Three Months Ended September 30, 2018 Guarantor Subsidiaries Non- Eliminations Consolidated Product sales $ 142,541 $ — $ — $ 142,541 Other revenue 1,607 — — 1,607 Net revenue 144,148 — — 144,148 Cost of goods sold 104,351 — — 104,351 Depreciation and amortization 9,678 — — 9,678 Total cost of goods sold 114,029 — — 114,029 Gross margin 30,119 — — 30,119 General and administrative expenses 3,173 28 — 3,201 Related-party management services agreement fee 4,114 — — 4,114 Total general and administrative expenses 7,287 28 — 7,315 Income (loss) from operations 22,832 (28 ) — 22,804 Other (expense) income: Interest expense (9,445 ) — — (9,445 ) Other (expense) income, net (12 ) 9 — (3 ) Total other (expense) income, net (9,457 ) 9 — (9,448 ) Net income (loss) $ 13,375 $ (19 ) $ — $ 13,356 Condensed Consolidated Statement of Operations For the Nine Months Ended September 30, 2019 Guarantor Subsidiaries Non- Eliminations Consolidated Product sales $ 478,989 $ 3,935 $ (3,935 ) $ 478,989 Other revenue 5,775 — (911 ) 4,864 Net revenue 484,764 3,935 (4,846 ) 483,853 Cost of goods sold 396,818 2,674 (3,631 ) 395,861 Depreciation and amortization 33,339 1,773 — 35,112 Total cost of goods sold 430,157 4,447 (3,631 ) 430,973 Gross margin 54,607 (512 ) (1,215 ) 52,880 General and administrative expenses 8,713 1,380 (914 ) 9,179 Related-party management services agreement fee 13,837 5,651 — 19,488 Total general and administrative expenses 22,550 7,031 (914 ) 28,667 Income (loss) from operations 32,057 (7,543 ) (301 ) 24,213 Other (expense) income: Interest expense (28,666 ) (35 ) — (28,701 ) Related-party interest expense — (300 ) 300 — Other income (expense), net 1,125 41 (550 ) 616 Total other expense, net (27,541 ) (294 ) (250 ) (28,085 ) Net income (loss) $ 4,516 $ (7,837 ) $ (551 ) $ (3,872 ) Condensed Consolidated Statement of Operations For the Nine Months Ended September 30, 2018 Guarantor Subsidiaries Non- Eliminations Consolidated Product sales $ 398,031 $ — $ — $ 398,031 Other revenue 7,037 — — 7,037 Net revenue 405,068 — — 405,068 Cost of goods sold 331,356 — — 331,356 Depreciation and amortization 28,800 — — 28,800 Total cost of goods sold 360,156 — — 360,156 Gross margin 44,912 — — 44,912 General and administrative expenses 9,730 48 — 9,778 Related-party management services agreement fee 11,628 — — 11,628 Total general and administrative expenses 21,358 48 — 21,406 Income (loss) from operations 23,554 (48 ) — 23,506 Other (expense) income: Interest expense (27,137 ) — — (27,137 ) Other income (expense), net 1,281 (85 ) — 1,196 Total other expense, net (25,856 ) (85 ) — (25,941 ) Net loss $ (2,302 ) $ (133 ) $ — $ (2,435 ) Condensed Consolidated Statement of Comprehensive Income (Loss) For the Three Months Ended September 30, 2019 Guarantor Subsidiaries Non- Eliminations Consolidated Net income (loss) $ 11,743 $ (2,518 ) $ (373 ) $ 8,852 Other comprehensive (loss) income: Net unrealized losses on cash flow hedges 13 — — 13 Reclassification of net gains realized into net income (loss) (59 ) — — (59 ) Currency translation adjustment — 4 — 4 Total other comprehensive (loss) income (46 ) 4 — (42 ) Total comprehensive income (loss) $ 11,697 $ (2,514 ) $ (373 ) $ 8,810 Condensed Consolidated Statement of Comprehensive Income (Loss) For the Three Months Ended September 30, 2018 Guarantor Subsidiaries Non- Eliminations Consolidated Net income (loss) $ 13,375 $ (19 ) $ — $ 13,356 Other comprehensive income: Net unrealized gains on cash flow hedges 2,713 — — 2,713 Reclassification of net gains realized into net income (loss) (2,013 ) — — (2,013 ) Currency translation adjustment — 1 — 1 Total other comprehensive income 700 1 — 701 Total comprehensive income (loss) $ 14,075 $ (18 ) $ — $ 14,057 Condensed Consolidated Statement of Comprehensive Loss For the Nine Months Ended September 30, 2019 Guarantor Subsidiaries Non- Eliminations Consolidated Net income (loss) $ 4,516 $ (7,837 ) $ (551 ) $ (3,872 ) Other comprehensive (loss) income: Net unrealized losses on cash flow hedges (148 ) — — (148 ) Reclassification of net gains realized into net income (loss) (252 ) — — (252 ) Currency translation adjustment — 4 — 4 Total other comprehensive (loss) income (400 ) 4 — (396 ) Total comprehensive income (loss) $ 4,116 $ (7,833 ) $ (551 ) $ (4,268 ) Condensed Consolidated Statement of Comprehensive Loss For the Nine Months Ended September 30, 2018 Guarantor Subsidiaries Non- Eliminations Consolidated Net loss $ (2,302 ) $ (133 ) $ — $ (2,435 ) Other comprehensive income: Net unrealized gains on cash flow hedges 5,750 — — 5,750 Reclassification of net gains realized into net loss (2,076 ) — — (2,076 ) Currency translation adjustment — 1 — 1 Total other comprehensive income 3,674 1 — 3,675 Total comprehensive income (loss) $ 1,372 $ (132 ) $ — $ 1,240 Condensed Consolidated Statement of Cash Flows For the Nine Months Ended September 30, 2019 Guarantor Subsidiaries Non- Eliminations Consolidated Cash flows from operating activities: Net income (loss) $ 4,516 $ (7,837 ) $ (551 ) $ (3,872 ) Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: Depreciation and amortization 33,875 1,872 — 35,747 MSA Fee Waivers 13,200 5,549 — 18,749 Amortization of debt issuance costs, debt premium and original issue discounts 899 — — 899 Loss on disposal of assets 562 — — 562 Unit-based compensation 3,142 693 — 3,835 Fair value changes in derivatives (2,275 ) — — (2,275 ) Unrealized loss on foreign currency transactions, net 58 — — 58 Change in operating assets and liabilities: Accounts and insurance receivables 9,502 (10 ) — 9,492 Related-party receivables (20,281 ) (1,415 ) 23,088 1,392 Prepaid expenses and other current and long-term assets (711 ) (52 ) 551 (212 ) Inventories (6,313 ) (4,366 ) — (10,679 ) Derivatives 1,514 — — 1,514 Accounts payable, accrued liabilities and other current liabilities 824 (3,071 ) — (2,247 ) Related-party payables and accrued liabilities 13,847 (2,784 ) (23,088 ) (12,025 ) Accrued interest 3,326 3,094 — 6,420 Operating lease liabilities (2,800 ) (915 ) — (3,715 ) Other long-term liabilities 313 (477 ) — (164 ) Net cash provided by (used in) operating activities 53,198 (9,719 ) — 43,479 Cash flows from investing activities: Purchases of property, plant and equipment (47,561 ) (33,923 ) — (81,484 ) Payment in relation to the JV 1.0 Drop-Down (74,700 ) — — (74,700 ) Other 1,502 — — 1,502 Net cash used in investing activities (120,759 ) (33,923 ) — (154,682 ) Cash flows from financing activities: Proceeds from senior secured revolving credit facility 306,150 38,850 — 345,000 Payments on senior secured revolving credit facility (233,000 ) — — (233,000 ) Payments on other long-term debt and finance lease obligations (3,639 ) 1,613 — (2,026 ) Proceeds from common unit issuances, net 96,822 — — 96,822 Payment of deferred consideration for Wilmington Drop-Down (24,300 ) — — (24,300 ) Distributions to unitholders, distribution equivalent rights and incentive distribution rights holder (69,526 ) — — (69,526 ) Payment for withholding tax associated with Long-Term Incentive Plan vesting (1,870 ) — — (1,870 ) Net cash provided by financing activities 70,637 40,463 — 111,100 Net increase (decrease) in cash, cash equivalents and restricted cash 3,076 (3,179 ) — (103 ) Cash, cash equivalents and restricted cash, beginning of period (1,030 ) 3,490 — 2,460 Cash, cash equivalents and restricted cash, end of period $ 2,046 $ 311 $ — $ 2,357 Condensed Consolidated Statement of Cash Flows For the Nine Months Ended September 30, 2018 Guarantor Subsidiaries Non- Eliminations Consolidated Cash flows from operating activities: Net loss $ (2,302 ) $ (133 ) $ — $ (2,435 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 29,240 — — 29,240 Amortization of debt issuance costs, debt premium and original issue discounts 828 — — 828 Loss on disposal of assets 900 — — 900 Unit-based compensation 5,604 — — 5,604 De-designation of foreign currency forwards and options (1,947 ) — — (1,947 ) Fair value changes in derivatives (4,465 ) — — (4,465 ) Unrealized loss on foreign currency transactions, net 31 1 — 32 Change in operating assets and liabilities: Accounts and insurance receivables 30,004 — — 30,004 Related-party receivables (4,943 ) (4,611 ) 9,431 (123 ) Prepaid expenses and other current and long-term assets (160 ) — — (160 ) Inventories (9,735 ) — — (9,735 ) Derivatives 5,080 — — 5,080 Accounts payable, accrued liabilities and other current liabilities 5,709 — — 5,709 Related-party payables and accrued liabilities 7,928 4,820 (9,431 ) 3,317 Accrued interest 7,634 — — 7,634 Other long-term liabilities 648 — — 648 Net cash provided by operating activities 70,054 77 — 70,131 Cash flows from investing activities: Purchases of property, plant and equipment (16,034 ) — — (16,034 ) Other 1,130 — — 1,130 Net cash used in investing activities (14,904 ) — — (14,904 ) Cash flows from financing activities: Proceeds from senior secured revolving credit facility 134,750 — — 134,750 Payments on senior secured revolving credit facility (123,250 ) — — (123,250 ) Payments on other long-term debt and capital lease obligations (4,745 ) — — (4,745 ) Proceeds from common unit issuances, net 241 — — 241 Distributions to unitholders, distribution equivalent rights and incentive distribution rights holder (55,163 ) — — (55,163 ) 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 (4,380 ) — — (4,380 ) Net cash used in financing activities (54,888 ) — — (54,888 ) Net increase in cash, cash equivalents and restricted cash 262 77 — 339 Cash, cash equivalents and restricted cash, beginning of period 524 — — 524 Cash, cash equivalents and restricted cash, end of period $ 786 $ 77 $ — $ 863 |