Related-Party Transactions | Related-Party Transactions Related-party amounts included on the unaudited condensed consolidated statements of operations were as follows: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Other revenue $ — $ 496 $ 1,264 $ 1,323 Cost of goods sold 25,361 26,300 101,357 80,921 General and administrative expenses 6,196 7,439 20,832 22,998 Management Services Agreements Enviva Partners, LP and the Hamlet JV are parties to management services agreements (together, the “MSAs”) with Enviva Management. Enviva Management provides us with operations, general administrative, management and other services. We reimburse Enviva Management for all direct or indirect internal or third-party expenses it incurs in connection with the provision of such services. The MSAs include rent-related amounts for noncancelable operating leases for office space in Maryland and North Carolina held by our sponsor. Under the Hamlet JV’s management services agreement (the “Hamlet JV MSA”), the Hamlet JV pays an annual management fee to Enviva Management and to the extent allocated costs exceed the annual management fee, the additional costs are recorded with an increase to partners’ capital. In connection with the Hamlet Drop-Down, Enviva Management waived the Hamlet JV’s obligation to pay approximately $2.7 million of management fees payable to Enviva Management from the date thereof until July 1, 2020 (the “Hamlet JV MSA Fee Waiver”). Related-party amounts included on the unaudited condensed consolidated balance sheets under our MSAs were as follows: September 30, 2020 December 31, 2019 Finished goods inventory $ 2,774 $ 419 Related party payables 7,077 18,703 Related-party amounts included on the unaudited condensed consolidated statements of operations under our MSAs were as follows: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Cost of goods sold $ 22,952 $ 17,764 $ 53,465 $ 51,477 Related-party management services agreement fees 6,196 7,439 20,832 22,998 During the three and nine months ended September 30, 2020, $0.2 million and $1.5 million, respectively, of fees expensed under the Hamlet JV MSA were waived pursuant to the Hamlet JV MSA Fee Waiver and recorded as an increase to partners’ capital. During the three and nine months ended September 30, 2019, $0.8 million and $1.7 million, respectfully, of fees expensed under the Hamlet JV MSA were waived pursuant to the Hamlet JV MSA Fee Waiver and recorded as an increase to partners’ capital. Drop-Down Agreements Greenwood Drop-Down Pursuant to the Third EVA MSA Fee Waiver, during the three and nine months ended September 30, 2020, $9.0 million was recorded as an increase to partners’ capital consisting of expenses waived under the agreement. Hamlet Drop-Down On the date of the Hamlet Drop-Down: • We entered into an agreement with our sponsor, pursuant to which (1) our sponsor agreed to guarantee certain cash flows from the Hamlet plant until June 30, 2020, (2) our sponsor agreed to reimburse us for construction cost overruns in excess of budgeted capital expenditures for the Hamlet plant, subject to certain exceptions, (3) we agreed to pay to our sponsor quarterly incentive payments for any wood pellets produced by the Hamlet plant in excess of forecast production levels through June 30, 2020 and (4) our sponsor agreed to retain liability for certain claims payable, if any, by the Hamlet JV (the “Hamlet Make-Whole Agreement”). • We entered into an agreement with Enviva Management to waive our obligation to pay an aggregate of approximately $13.0 million in fees payable under our management services agreement with Enviva Management (the “EVA MSA”) with respect to the period from the date of the Hamlet Drop-Down through the second quarter of 2020 (the “First EVA MSA Fee Waiver”). • The Hamlet JV entered into an interim services agreement (the “ISA”) with Enviva Hamlet Operator, LLC, a wholly owned subsidiary of our sponsor (“Hamlet Operator”), pursuant to which Hamlet Operator, as an independent contractor, agreed to manage, operate, maintain and repair the Hamlet plant and provide other services to the Hamlet JV for the period from July 1, 2019 through June 30, 2020 in exchange for a fixed fee per MT of wood pellets produced by the Hamlet plant during such period and delivered at place to the Wilmington terminal. Under and during the term of the ISA, Hamlet Operator agreed to (1) pay all operating and maintenance expenses at the Hamlet plant, (2) cover all reimbursable general and administrative expenses associated with the Hamlet plant and (3) pay other costs and expenses incurred by the Hamlet plant to produce and sell the wood pellets delivered to the Wilmington terminal from the Hamlet plant. Our sponsor guarantees all obligations of Hamlet Operator under the ISA. For the three months ended September 30, 2020, we did not record any amounts related to the Hamlet Make-Whole Agreement, First EVA MSA Waiver and ISA as they expired pursuant to their terms on June 30, 2020. For the nine months ended September 30, 2020, $3.5 million was recorded as an increase to partners’ capital consisting of expenses waived under the First EVA MSA Fee Waiver. Cost of goods sold included $25.2 million net of a cost of cover deficiency fee from our sponsor pursuant to the Hamlet Make-Whole Agreement as a result of Hamlet Operator’s failure to meet specified production levels, offset by the agreed-upon price due to Hamlet Operator for the wood pellets produced by the Hamlet plant that we sold. Additionally, at December 31, 2019, $0.5 million was included in finished goods inventory. As of September 30, 2020, included in related-party receivables, net are $16.6 million related to the ISA. Second EVA MSA Fee Waiver In June 2019, we entered into an agreement with Enviva Management (the “Second EVA MSA Fee Waiver”) pursuant to which we received a $5.0 million waiver of fees under the EVA MSA through September 30, 2019 as consideration for an assignment of two shipping contracts to our sponsor to rebalance our and our sponsor’s respective shipping obligations under our existing off-take contracts. During the three and nine months ended September 30, 2019, $2.3 million and $5.0 million, respectively, of EVA MSA fees expensed were waived and recorded as an increase to partners’ capital pursuant to the Second EVA MSA Fee Waiver. Greenwood Contract We were a party to a contract with Greenwood to purchase wood pellets produced by the Greenwood plant through March 2022 (the “Greenwood contract”) and had a take-or-pay obligation with respect to 550,000 MTPY of wood pellets from July 2019 through March 2022, subject to Greenwood’s option to increase or decrease the volume by 10% each contract year. Pursuant to amendments to the Greenwood Contract, our take-or-pay obligation with respect to 550,000 MTPY of wood pellets was deferred to 2021. The Greenwood Contract was terminated on the date of the Greenwood Drop-Down. During the nine months ended September 30, 2020, we purchased $18.8 million of wood pellets from Greenwood and recorded a cost of cover deficiency fee of approximately $0.3 million from Greenwood. During the three and nine months ended September 30, 2019, we purchased $11.3 million and $35.5 million, respectively, of wood pellets from Greenwood and recorded a cost of cover deficiency fee of approximately $1.0 million and $4.3 million, respectively, from Greenwood as it was unable to satisfy certain commitments. As of September 30, 2020, the net purchased amount of $18.1 million related to the Greenwood contract was included in cost of goods sold. As of September 30, 2019, the net purchased amount of $31.2 million related to the Greenwood contract included $29.7 million in cost of goods sold and $1.5 million in finished goods inventory. Holdings TSA We were party to a long-term terminal services agreement with our sponsor (the “Holdings TSA”) effective until September 1, 2026. Pursuant to the Holdings TSA, our sponsor agreed to deliver a minimum of 125,000 MT of wood pellets per quarter for receipt, storage, handling and loading services by the Wilmington terminal and pay a fixed fee on a per-ton basis for such terminal services. The Holdings TSA was amended and assigned to Greenwood and provided for deficiency payments to Wilmington if quarterly minimum throughput requirements were not met. During the nine months ended September 30, 2020, we recorded $1.3 million of deficiency fees from Greenwood, which are included in other revenue. We did not record deficiency fees from Greenwood during the three months ended September 30, 2020. During the three and nine months ended September 30, 2019, we recorded $0.5 million and $1.3 million, respectively, of deficiency fees from Greenwood, which are included in other revenue. The Holdings TSA was terminated on the date of the Greenwood Drop-Down. Enviva FiberCo, LLC We purchase raw materials from Enviva FiberCo, LLC (“FiberCo”), a wholly owned subsidiary of our sponsor, including through a wood supply agreement that provided for deficiency fees in the event that FiberCo did not satisfy certain volume commitments. Purchased raw materials net of cost of cover deficiency fees are included in cost of goods sold. Raw materials purchased during the three and nine months ended September 30, 2020, was $2.4 million and $4.6 million, respectively. No cost of cover deficiency fees were recognized during the three and nine months ended September 30, 2020. Purchased raw materials, net of cost of cover deficiency fees from FiberCo during the three and nine months ended September 30, 2019 was insignificant and $0.6 million, respectively. As of September 30, 2020, $0.3 million is included in related-party payables related to raw materials purchased from FiberCo. |