8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 1, 2021

Enviva Partners, LP

(Exact name of registrant as specified in its charter)

Delaware	001-37363	46-4097730
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

7272 Wisconsin Ave.	Suite 1800
Bethesda,	MD	20814
(Address of principal executive offices)		(Zip code)

(301)	657-5560
Registrant’s telephone number, including area code:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Units	EVA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Notes

On July 1, 2021, Enviva Partners, LP, a Delaware limited partnership (the “Partnership”), filed a Current Report on Form 8-K (the “Initial Report”) to report the consummation of the transactions contemplated by the previously announced contribution agreement dated June 3, 2021 (the “Contribution Agreement”). Pursuant to the Contribution Agreement between Enviva, LP, a Delaware limited partnership and a wholly owned subsidiary of the Partnership (“ELP”), Enviva Holdings, LP, a Delaware limited partnership (the “sponsor”), and Enviva Development Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of the sponsor, ELP acquired all of the limited liability company interests in Enviva JV2 Holdings, LLC (“JV2 Holdings”), the indirect owner of a wood pellet production plant under construction in Lucedale, Mississippi, a deep-water marine terminal under construction in Pascagoula, Mississippi and Enviva Development Finance Company, LLC for a purchase price of $259.5 million, after all adjustments (the “Lucedale-Pascagoula Acquisitions”). In connection with the Lucedale-Pascagoula Acquisitions, the sponsor assigned to ELP certain of its rights and obligations under certain off-take and related shipping contracts.

This Current Report on Form 8-K/A (this “Amendment”) amends and supplements the Initial Report to provide financial statements of Enviva Pellets Lucedale, LLC, Enviva Port of Pascagoula, LLC and Enviva Development Finance Company, LLC, and the pro forma financial statements of the Partnership, each as required by Item 9.01 of Form 8-K. No other modifications to the Initial Report are being made by this Amendment. This Amendment should be read in connection with the Initial Report, which provides a more complete description of the Contribution Agreement and transactions contemplated thereby.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The audited combined financial statements of Enviva Pellets Lucedale, LLC, Enviva Port of Pascagoula, LLC and Enviva Development Finance Company, LLC (collectively, predecessor of JV2 Holdings), presented on a combined basis, as of and for the years ended December 31, 2020 and 2019, together with the related notes to the financial statements, are included as Exhibit 99.1 to this Current Report and are incorporated herein by reference.

The unaudited condensed consolidated financial statements of JV2 Holdings and its predecessor as of June 30, 2021 and for the six months ended June 30, 2021 and 2020, together with the related unaudited notes to the financial statements, are included as Exhibit 99.2 to this Current Report and are incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma combined financial statements of the Partnership as of and for the six months ended June 30, 2021 and for the year ended December 31, 2020, together with the related unaudited notes to the financial statements, are included as Exhibit 99.3 to this Current Report and are incorporated herein by reference.

(d) Exhibits.

EXHIBIT NUMBER	DESCRIPTION
23.1	Consent of Ernst & Young LLP.
99.1	Audited Combined Financial Statements of Enviva Pellets Lucedale, LLC, Enviva Port of Pascagoula, LLC and Enviva Development Finance Company, LLC as of and for the years ended December 31, 2020 and 2019, together with the related notes to the financial statements.
99.2	Unaudited Condensed Consolidated Financial Statements of Enviva JV2 Holdings, LLC and its predecessor as of June 30, 2021 and for the six months ended June 30, 2021 and 2020, together with the related unaudited notes to the financial statements.
99.3	Unaudited Pro Forma Combined Financial Statements of Enviva Partners, LP as of and for the six months ended June 30, 2021 and for the year ended December 31, 2020, together with the related unaudited notes to the financial statements.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ENVIVA PARTNERS, LP
	By:	Enviva Partners GP, LLC, as its sole general partner
Date: September 2, 2021	By:	/s/ Jason E. Paral
	Name:	Jason E. Paral
	Title:	Vice President, Associate General Counsel and Secretary

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in Registration Statement Nos. 333-232247 and 333-239795 on Form S-3 and in Registration Statement Nos. 333-203756, 333-236150 and 333-253505 on Form S-8 of Enviva Partners, LP and subsidiaries of our report dated July 14, 2021, relating to the combined financial statements of Enviva Pellets Lucedale, LLC, Enviva Port of Pascagoula, LLC and Enviva Development Finance Company, LLC as of and for the years ended December 31, 2020 and 2019 appearing in this Current Report on Form 8-K/A of Enviva Partners, LP and subsidiaries.

/s/ Ernst & Young LLP

Tysons, Virginia

September 2, 2021

EX-99.1

EXHIBIT 99.1

ENVIVA PELLETS LUCEDALE, LLC, ENVIVA PORT of PASCAGOULA, LLC and

ENVIVA DEVELOPMENT FINANCE COMPANY, LLC

Combined Financial Statements

December 31, 2020 and 2019

ENVIVA PELLETS LUCEDALE, LLC, ENVIVA PORT of PASCAGOULA, LLC and ENVIVA DEVELOPMENT FINANCE COMPANY, LLC

COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2020 and 2019

TABLE OF CONTENTS

	Page
Report of Independent Auditors	1
Combined Balance Sheets	2
Combined Statements of Operations	3
Combined Statements of Changes in Member’s Capital	4
Combined Statements of Cash Flows	5
Notes to Combined Financial Statements	6

i

Report of Independent Auditors

The Members

Enviva Pellets Lucedale, LLC, Enviva Port of Pascagoula, LLC and Enviva Development Finance Company, LLC

We have audited the accompanying combined financial statements of Enviva Pellets Lucedale, LLC, Enviva Port of Pascagoula, LLC and Enviva Development Finance Company, LLC, which comprise the combined balance sheets

as of December 31, 2020 and December 31, 2019, and the related combined statements of operations, statements

of changes in member’s capital and statements of cash flows for the years then ended, and the related notes to the

combined financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in conformity with

U.S. generally accepted accounting principles; this includes the design, implementation and maintenance of internal

control relevant to the preparation and fair presentation of financial statements that are free of material

misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our

audits in accordance with auditing standards generally accepted in the United States of America. Those standards

require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit

opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the combined

financial position of Enviva Pellets Lucedale, LLC, Enviva Port of Pascagoula, LLC and Enviva Development

Finance Company, LLC at December 31, 2020 and December 31, 2019, and the combined results of their

operations and their cash flows for the years then ended in conformity with U.S. generally accepted accounting

principles.

/s/ Ernst & Young LLP

Tysons, Virginia

July 14, 2021

1

ENVIVA PELLETS LUCEDALE, LLC, ENVIVA PORT of PASCAGOULA, LLC and ENVIVA DEVELOPMENT FINANCE COMPANY, LLC

Combined Balance Sheets

December 31, 2020 and 2019

(In thousands)

	2020		2019
Assets
Current assets:
Cash	$	21	$	12
Prepaid expenses and other current assets	250		434
Total current assets	271		446
Land	816		590
Construction in progress	148,403		25,282
Total property, plant and equipment	149,219		25,872
Operating lease right-of-use assets	6,984		7,167
Total assets	$	156,474	$	33,485
Liabilities and Member's Capital
Current liabilities:
Accounts payable	$	5,501	$	18
Related-party payables, net	223		1,073
Accrued construction in progress	11,630		4,819
Accrued and other current liabilities	1,201		102
Current portion of finance lease obligation	—		151
Total current liabilities	18,555		6,163
Long-term operating lease liabilities	7,846		7,290
Other long-term liability	4,863		4,113
Total liabilities	31,264		17,566
Member's capital:
Total member's capital	125,210		15,919
Total liabilities and member's capital	$	156,474	$	33,485

See accompanying notes to combined financial statements.

2

ENVIVA PELLETS LUCEDALE, LLC, ENVIVA PORT of PASCAGOULA, LLC and ENVIVA DEVELOPMENT FINANCE COMPANY, LLC

Combined Statements of Operations

Years ended December 31, 2020 and 2019

(In thousands)

	2020		2019
General and administrative expenses	$	1,082	$	768
Related-party management services agreement expense	6,048		2,048
Total general and administrative expenses	7,130		2,816
Loss from operations	(7,130)		(2,816)
Other expense	(430)		—
Net loss	$	(7,560)	$	(2,816)

See accompanying notes to combined financial statements.

3

ENVIVA PELLETS LUCEDALE, LLC, ENVIVA PORT of PASCAGOULA. LLC and ENVIVA DEVELOPMENT FINANCE COMPANY, LLC

Combined Statements of Changes in Member’s Capital

Years Ended December 31, 2020 and 2019

(In thousands)

Balance at December 31, 2018	$	(92)
Contributed capital	5,925
Property, plant and equipment contributed by Member	11,014
General and administrative expenses contributed by Member	1,888
Net loss	(2,816)
Balance at December 31, 2019	$	15,919
Contributed capital	100,787
Property, plant and equipment contributed by Member	11,010
General and administrative expenses contributed by Member	5,054
Net loss	(7,560)
Balance at December 31, 2020	$	125,210

See accompanying notes to combined financial statements.

4

ENVIVA PELLETS LUCEDALE, LLC, ENVIVA PORT of PASCAGOULA, LLC and ENVIVA DEVELOPMENT FINANCE COMPANY, LLC

Combined Statements of Cash Flows

Years Ended December 31, 2020 and 2019

(In thousands)

	2020		2019
Cash flows from operating activities:
Net loss	$	(7,560)	$	(2,816)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses contributed by Member	5,054		1,888
Change in operating assets and liabilities:
Accounts payable, accrued liabilities and other current liabilities	1,518		209
Related-party payables	(279)		20
Operating lease liabilities	(84)		(34)
Net cash used in operating activities	(1,351)		(733)
Cash flows from investing activities:
Purchases of property, plant and equipment	(99,427)		(5,180)
Net cash used in investing activities	(99,427)		(5,180)
Cash flows from financing activities:
Contributed capital	100,787		5,925
Net cash provided by financing activities	100,787		5,925
Net increase in cash	9		12
Cash, beginning of period	12		—
Cash, end of period	$	21	$	12
Non-cash investing and financing activities:
Property, plant and equipment acquired included in accounts payable and accrued construction in progress	$	13,200	$	4,819
Property, plant and equipment contributed by Member	11,010		11,014

See accompanying notes to combined financial statements.

5

ENVIVA PELLETS LUCEDALE, LLC, ENVIVA PORT of PASCAGOULA, LLC and ENVIVA DEVELOPMENT FINANCE COMPANY, LLC

Notes to Combined Financial Statements

(In thousands, unless otherwise noted)

(1) Description of Business and Basis of Presentation

Description of Business

Enviva Pellets Lucedale, LLC (“Lucedale”), Enviva Port of Pascagoula, LLC (“Pascagoula”) and Enviva Development Finance Company, LLC (“Development Finance” and together, the “Companies”) were each organized as a Delaware limited liability company in January 2015, August 2016 and December 2019, respectively. The Companies are wholly owned subsidiaries of Enviva JV Development Company, LLC, a Delaware limited liability company (“Development JV” or “Member”). Development JV is a consolidated wholly owned subsidiary of Enviva Holdings, LP, a Delaware limited partnership (“Enviva Holdings”).

Lucedale is constructing a wood pellet production plant in Lucedale, Mississippi and Pascagoula is constructing a deep-water marine terminal at the Port of Pascagoula, Mississippi. Development Finance was formed to purchase and hold bonds from Mississippi Business Finance Corporation, which assists in the financing of eligible projects by serving as a conduit within the finance structure. The proceeds from these bonds pay for eligible project-related purchases by Pascagoula to exempt them from applicable sales and use taxes.

Basis of Presentation

These combined financial statements represent the financial position, results of operations, changes in member’s capital and cash flow of the Companies.

The combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). All intercompany accounts and transactions between the Companies have been eliminated in combination.

(2) Significant Accounting Policies

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 combined financial statements and accompanying notes.

Netting Agreement

The Companies are parties to a netting agreement with Enviva Holdings pursuant to which the Companies agreed to set off related-party accounts receivable and accounts payable; consequently, the Companies set off related-party receivables and payables, which are reflected net in related-party receivables or payables, as applicable.

Construction in Progress

Construction in progress includes expenditures for the development of facilities. Capitalized interest cost and all direct costs, which include equipment and engineering costs related to the development, are capitalized as construction in progress. Depreciation is not recognized for amounts in construction in progress.

Leases

The Companies have operating leases related to real estate and equipment and other assets where the Companies are the lessee. Operating leases with an initial term of 12 months or less are not recorded on the balance sheet but are recognized as lease expense on a straight-line basis over the applicable lease terms. Operating and finance leases with an initial term longer than 12 months are recorded on the balance sheet and classified as either operating or finance.

Right-of-use (“ROU”) assets represent the Companies’ right to use an underlying asset for the lease term and lease liabilities represent the Companies’ obligation to make lease payments arising from the lease. The Companies’ leases do not contain any material residual value guarantees, restrictive covenants or subleases. The Companies’ leases have remaining terms of one to 20

6

ENVIVA PELLETS LUCEDALE, LLC, ENVIVA PORT of PASCAGOULA, LLC and ENVIVA DEVELOPMENT FINANCE COMPANY

Notes to Combined Financial Statements (Continued)

(In thousands, unless otherwise noted)

years, some of which include options to extend the leases by up to multiple five-year extensions. The Companies’ leases are generally noncancelable.

An incremental borrowing rate is applied to the leases for balance sheet measurement. As most of the leases do not provide an implicit rate, the Companies generally use an incremental borrowing rate based on the estimated rate of interest for a collateralized borrowing over a similar term of the lease payments as of the commencement date.

For contracts that contain lease and nonlease components, nonlease components are separated and accounted for under other relevant accounting standards. The Companies made an accounting policy election to not separate nonlease components from lease components for heavy machinery and equipment.

Operating leases are included in operating lease ROU assets, accrued and other current liabilities and long-term operating lease liabilities on the combined balance sheets. Changes in ROU assets and operating lease liabilities are included net in change in operating lease liabilities on the combined statements of cash flows.

Impairment of Long-Lived Assets

Long-lived assets, such as construction in progress, are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Companies did not record any impairments for the years ended December 31, 2020 and 2019.

Income Taxes

Each of the Companies is a disregarded single member limited liability company that is treated as a partnership for federal and state income tax purposes, with all income tax liabilities and/or benefits of the Companies being passed through to their sole member, Development JV. As such, no recognition of federal or state income taxes for the Companies has been provided in the accompanying financial statements.

Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

Recently Issued Accounting Standards not yet Adopted

There are no recently issued accounting standards not yet adopted that are expect to be reasonably likely to materially impact the combined financial position, results of operations or cash flows.

7

ENVIVA PELLETS LUCEDALE, LLC, ENVIVA PORT of PASCAGOULA, LLC and ENVIVA DEVELOPMENT FINANCE COMPANY

Notes to Combined Financial Statements (Continued)

(In thousands, unless otherwise noted)

(3) Leases

Operating lease ROU assets and liabilities and finance lease as of December 31, 2020 and 2019 were:

	2020		2019
Operating leases:
Operating lease right-of-use assets	$	6,984	$	7,167
Current portion of operating lease liabilities	$	17	$	66
Long-term operating lease liabilities	7,846		7,290
Total operating lease liabilities	$	7,863	$	7,356
Finance lease:
Land	$	—	$	590
Current portion of long-term finance lease obligation	$	—	$	151
Long-term finance lease obligations	—		—
Total finance lease liabilities	$	—	$	151

Operating and finance lease costs for the year ended December 31, 2020 and 2019 were:

Lease Cost	Classification	2020		2019
Operating lease cost:
Fixed lease cost	Construction in progress	$	65	$	—
	General and administrative expenses	664		221
	Total operating lease costs	$	729	$	221
Finance lease cost:
Interest on lease liabilities	Other expense	$	2	$	—
	Total lease costs	$	731	$	221

In August 2019, Pascagoula exercised a property lease option with the Jackson County Port Authority (“JCPA”) and the County of Jackson, Mississippi to lease certain portions of real estate located upon which Pascagoula will construct an at-port wood pellet export terminal facility (the “Enviva System”). The lease has a 20-year term, with four five-year renewal options with an annual base rent payment of $0.6 million, subject to an annual increase based on the producer price index for final demand goods. Lease payments are due once the planned terminal is ready for its intended use, which is estimated to be in the third quarter of 2021. The total future minimum lease payments over the 40-year life of the lease are estimated to be $27.6 million.

Since August 2019, Pascagoula is a party to a lease with the JCPA to lease a facility to be constructed by the JCPA (the “JCPA system”) for exclusive use by Pascagoula. The JCPA system will consist of certain equipment integral to the operations of the Enviva System. This lease has a 20-year term, with four five-year renewal options. There are two payment options for the exclusive right to use the JCPA System, both of which require a payment equal to the aggregate amount required to repay and discharge in full all working capital and construction loans incurred by JCPA for the construction of the system, which is expected to be approximately $24.0 million plus interest. This lease is accounted for as a “build-to-suit” lease and is recorded in construction-in-progress and in other long-term liability on the combined balance sheets at $4.9 million and $4.1 million as of December 31, 2020 and 2019, respectively.

8

ENVIVA PELLETS LUCEDALE, LLC, ENVIVA PORT of PASCAGOULA, LLC and ENVIVA DEVELOPMENT FINANCE COMPANY

Notes to Combined Financial Statements (Continued)

(In thousands, unless otherwise noted)

Operating and finance lease cash flow information for the years ended December 31, 2020 and 2019 was:

	2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	84	$	34
Operating cash flows from finance leases	2		—
Assets obtained in exchange for lease obligations:
Operating leases	$	4	$	7,229

The future minimum lease payments and the aggregate maturities of operating lease liabilities are as follows:

Years Ending December 31,
2021	$	467
2022	600
2023	600
2024	600
2025	600
Thereafter	24,750
Total lease payments	27,617
Less: imputed interest	(19,754)
Total present value of lease liabilities	$	7,863

The weighted-average remaining lease terms and discount rates for operating leases were weighted using the undiscounted future minimum lease payments and are as follows as of December 31, 2020:

Weighted average remaining lease term (years):
Operating leases	40
Weighted average discount rate:
Operating leases	8	%

In December 2019, Lucedale entered into an agreement to lease railroad cars. The lease commences after delivery of the railcars and has a 12-year term with an annual base rent payments of approximately $1.0 million. The first delivery of railcars occurred in February 2021. Delivery of all railcars are expected to occur by July 31, 2021. The total future minimum lease payments over the 12-year life of the lease are estimated to be $12.3 million.

(4) Related-Party Transactions

Management Services Agreement

Pursuant to a management services agreement (“MSA”) between Development JV and Enviva Management Company, LLC, a Delaware limited liability company (“Enviva Management Company”) and a consolidated subsidiary of Enviva Holdings, Enviva Management Company, as an independent contractor, provides the development, construction and operation of the assets and properties of Development JV’s development projects and provides other services to Development JV and its direct and indirect subsidiaries.

9

ENVIVA PELLETS LUCEDALE, LLC, ENVIVA PORT of PASCAGOULA, LLC and ENVIVA DEVELOPMENT FINANCE COMPANY

Notes to Combined Financial Statements (Continued)

(In thousands, unless otherwise noted)

Development JV incurs all direct or indirect internal or third-party expenses in connection with the MSA on behalf of the Companies. Direct or indirect internal or third-party expenses incurred are either directly identifiable or allocated to the Companies. Enviva Management Company estimates the percentage of salary, benefits, third-party costs, office rent, and expenses and any other overhead costs incurred by Enviva Management Company associated with the MSA.

The costs reflected in the statements of operations of the Companies include costs associated with the MSA. Under the MSA, the Companies directly incur costs from Enviva Management Company for all direct reasonable and necessary costs and expenses (other than general and administrative) incurred by, or chargeable to, Enviva Management Company in connection with the MSA. In addition, Development JV allocates to the Companies a portion of the MSA costs from Enviva Management Company based on estimated percentages of salary, benefits, third-party costs, office rent and expenses and any other overhead costs incurred.

Management believes the estimates underlying the financial statements, including the estimates regarding the allocation of MSA costs from Development JV, are reasonable. The financial statements may not include all of or may include more than the actual costs that would have been incurred had the Companies operated as standalone companies during the period presented and may not reflect the results of operations, financial position and cash flows had the Companies operated as standalone companies during the periods presented. Actual costs that would have been incurred if the Companies had operated as standalone companies would depend on multiple factors, including organizational structure and strategic decisions made in various areas. Also, the Companies may have incurred lower or higher costs associated with being standalone companies that were not included in the cost allocations and, therefore, would result in different costs than are reflected in the historical results of operations, financial position and cash flows.

During the years ended December 31, 2020 and 2019, the Companies incurred $6.0 million and $2.0 million, respectively, of total MSA costs.

During the years ended December 31, 2020 and 2019, of the total MSA costs, Development JV allocated to the Companies $5.1 million and $1.9 million, respectively, which were recorded as an increase to capital. The remaining MSA costs incurred were payable to Enviva Management Company. As of December 31, 2020 and 2019, included in related-party payables, net, are $0.2 million and $0.5 million, respectively, related to MSA costs subsequently paid to Enviva Management Company.

(5) Subsequent Events

The Companies have evaluated subsequent events for the period from December 31, 2020 through July 14, 2021, the date these financial statements were issued and, other than as disclosed below, there have been no subsequent events for which disclosure is required.

Subsequent to December 31, 2019, the outbreak and spread of a novel strain of coronavirus (“COVID-19”) has adversely impacted global commercial activity and contributed to significant declines and volatility in the financial markets. The Companies have not experienced any material impact to its businesses from COVID-19 and does not expect that COVID-19 will have a material impact on its businesses or operations.

On July 1, 2021, Enviva Holdings sold to Enviva Partners, LP, a wholly owned subsidiary of Enviva Holdings, its membership interests in Enviva JV2 Holdings, LLC, which, following an internal restructuring, held 100% of the interests in the Companies, for total cash consideration of approximately $260.0 million, subject to certain adjustments.

10

EX-99.2

EXHIBIT 99.2

ENVIVA JV2 HOLDINGS, LLC AND SUBSIDIARIES

Financial Statements (Unaudited)

June 30, 2021 and 2020

Table of Contents

	Page
Condensed Consolidated Balance Sheets	1
Condensed Consolidated Statements of Operations	2
Condensed Consolidated Statements of Changes in Member’s Capital	3
Condensed Consolidated Statements of Cash Flows	4
Notes to Condensed Consolidated Financial Statements	5

ENVIVA JV2 HOLDINGS, LLC AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands)

	June 30, 2021		December 31, 2020
	(unaudited)		(Predecessor)
Assets
Current assets:
Cash	$	13,879	$	21
Prepaid expenses and other current assets	40		250
Total current assets	13,919		271
Land	816		816
Construction in progress	223,605		148,403
Total property, plant and equipment	224,421		149,219
Operating lease right-of-use assets	9,865		6,984
Total assets	$	248,205	$	156,474
Liabilities and Member's Capital
Current liabilities:
Accounts payable	$	8,340	$	5,501
Related-party payables, net	834		223
Accrued construction in progress	19,469		11,630
Accrued and other current liabilities	2,974		1,201
Total current liabilities	31,617		18,555
Long-term operating lease liabilities	10,882		7,846
Other long-term liability	13,927		4,863
Total liabilities	56,426		31,264
Member's capital:
Total member's capital	191,779		125,210
Total liabilities and member's capital	$	248,205	$	156,474

See accompanying notes to condensed consolidated financial statements.

1

ENVIVA JV2 HOLDINGS, LLC AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(In thousands)

(Unaudited)

	Six Months Ended June 30,
	2021		2020
			(Predecessor)
General and administrative expenses	$	1,388	$	855
Related-party management services agreement expense	4,665		2,828
Total general and administrative expenses	6,053		3,683
Loss from operations	(6,053)		(3,683)
Other income (expense)	602		(82)
Net loss	$	(5,451)	$	(3,765)

See accompanying notes to condensed consolidated financial statements.

2

ENVIVA JV2 HOLDINGS, LLC AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Member’s Capital

(In thousands)

(Unaudited)

Balance at December 31, 2019 (Predecessor)	$	15,919
Contributed capital	36,810
Property, plant and equipment contributed by Member	1,740
General and administrative expenses contributed by Member	2,526
Net loss	(3,765)
Balance at June 30, 2020 (Predecessor)	$	53,230
Balance at December 31, 2020 (Predecessor)	$	125,210
Contributed capital	46,177
Property, plant and equipment contributed by Member	23,730
General and administrative expenses contributed by Member	2,113
Net loss	(5,451)
Balance at June 30, 2021	$	191,779

See accompanying notes to condensed consolidated financial statements.

3

ENVIVA JV2 HOLDINGS, LLC AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Six Months Ended June 30,
	2021		2020
			(Predecessor)
Cash flows from operating activities:
Net loss	$	(5,451)	$	(3,765)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses contributed by Member	2,113		2,526
Change in operating assets and liabilities:
Accounts payable, accrued liabilities and other current liabilities	13,155		(254)
Related-party payables	1,767		3,116
Operating lease liabilities	(122)		45
Net cash used in operating activities	11,462		1,668
Cash flows from investing activities:
Purchases of property, plant and equipment	(45,046)		(38,474)
Other	1,867		—
Net cash used in investing activities	(43,179)		(38,474)
Cash flows from financing activities:
Contributed capital	46,177		36,810
Net cash provided by financing activities	46,177		36,810
Net increase in cash	14,460		4
Cash, beginning of period	21		12
Cash, end of period	$	14,481	$	16
Non-cash investing and financing activities:
Property, plant and equipment acquired included in accounts payable and accrued construction in progress	$	9,026	$	9,773
Property, plant and equipment contributed by Member	23,731		1,740

See accompanying notes to condensed consolidated financial statements.

4

ENVIVA JV2 HOLDINGS, LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(In thousands, unless otherwise noted)

(1) Description of Business and Basis of Presentation

Description of Business

Enviva JV2 Holdings, LLC (the “Company”) was organized as a Delaware limited liability company in December 2020. In June 2021, the Company and Enviva Development Holdings, LLC, a Delaware limited liability company (“DevCo’) and a wholly owned subsidiary of Enviva Holdings, LP, a Delaware limited partnership (“Enviva Holdings”), entered into a distribution agreement pursuant to which DevCo agreed and distributed to the Company all of the issued and outstanding limited liability company interests in Enviva Pellets Lucedale, LLC (“Lucedale”), Enviva Port of Pascagoula, LLC (“Pascagoula”) and Enviva Development Finance Company, LLC (“Development Finance”). Prior to June 2021, Lucedale, Pascagoula and Development Finance were wholly owned subsidiaries of Enviva JV Development Company, LLC, a Delaware limited liability company (“Development JV”). Development JV is a consolidated wholly owned subsidiary of Enviva Holdings.

Lucedale is constructing a wood pellet production plant in Lucedale, Mississippi and Pascagoula is constructing a deep-water marine terminal at the Port of Pascagoula, Mississippi. Development Finance was formed to purchase and hold bonds from Mississippi Business Finance Corporation, which assists in the financing of eligible projects by serving as a conduit within the finance structure. The proceeds from these bonds pay for eligible project-related purchases by Pascagoula to exempt them from applicable sales and use taxes.

The Company does not own any assets other than its 100% member interests in Lucedale, Pascagoula and Development Finance, does not have any liabilities, and did not have any income or expenses.

Basis of Presentation

The unaudited condensed consolidated financial statements and notes have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Quarterly Financial Statements and Article 10 of Regulation S-X of the Securities Exchange Act of 1934. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements.

In the opinion of the Company’s management, all adjustments and accruals necessary for a fair presentation have been included. All such adjustments and accruals are of a normal and recurring nature unless disclosed otherwise. All significant intercompany balances and transactions have been eliminated in consolidation. The results reported in the financial statements are not necessarily indicative of the results that may be reported for the entire year.

The unaudited financial statements and notes should be read in conjunction with the audited combined financial statements and notes included in the Annual Financial Statements of Lucedale, Pascagoula and Development Finance for the years ended December 31, 2020 and 2019.

(2) Significant Accounting Policies

During interim periods, the Company follows the accounting policies disclosed in the Annual Financial Statements for the years ended December 31, 2020 and 2019.

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 combined financial statements and accompanying notes.

Recently Issued Accounting Standards not yet Adopted

Currently, there are no recently issued accounting standards not yet adopted that are expect to be reasonably likely to materially impact the financial position, results of operations or cash flows of the Company.

(3) Related-Party Transactions

During the six months ended June 30, 2021 and June 30, 2020, the Company incurred $4.7 million and $2.8 million, respectively, of total related-party management services agreement (“MSA”) expenses from Enviva Management Company.

5

ENVIVA JV DEVELOPMENT COMPANY, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(In thousands, unless otherwise noted)

During the six months ended June 30, 2021 and June 30, 2020, of the total MSA expenses, Development JV allocated to the Company $1.0 million and $0.8 million, respectively, which were recorded as an increase to capital. The remaining MSA expenses incurred were payable to Enviva Management Company. As of June 30, 2021 and December 31, 2020, included in related-party payables, net are $0.8 million and $0.2 million, respectively, related to MSA expenses subsequently paid to Enviva Management Company.

(4) Subsequent Events

JV2 Holdings has evaluated subsequent events for the period from June 30, 2021 through September 2, 2021, the date these financial statements were issued and, other than as disclosed below, there have been no subsequent events for which disclosure is required.

Subsequent to June 30, 2021, the outbreak and spread of a novel strain of coronavirus (“COVID-19”) has adversely impacted global commercial activity and contributed to significant declines and volatility in the financial markets. The Company has not experienced any material impact to its businesses from COVID-19 and does not expect that COVID-19 will have a material impact on its businesses or operations.

On July 1, 2021, Enviva Holdings and DevCo contributed all of the limited liability company interests in JV2 Holdings to Enviva, LP (“ELP”), a Delaware limited partnership and wholly owned subsidiary of Enviva Partners, LP, a Delaware limited partnership and wholly owned subsidiary of Enviva Holdings.

On July 1, 2021, JV2 Holdings distributed to ELP all of the issued and outstanding limited liability company interests in Lucedale, Pascagoula and Development Finance. On July 2, 2021, JV2 Holdings was dissolved.

6

EX-99.3

EXHIBIT 99.3

ENVIVA PARTNERS, LP AND SUBSIDIARIES
Index to Unaudited Pro Forma Combined Financial Statements
	Page
Unaudited Pro Forma Combined Balance Sheet	1
Unaudited Pro Forma Combined Statements of Operations for the Six Months ended June 30, 2021	2
Unaudited Pro Forma Combined Statements of Operations for the Year ended December 31, 2020	3
Notes to Unaudited Pro Forma Combined Financial Statements	4

i

ENVIVA PARTNERS, LP AND SUBSIDIARIES

Unaudited Pro Forma Combined Balance Sheet

June 30, 2021

(In thousands)

	Enviva Partners, LP		Enviva JV2 Holdings, LLC		Pro Forma Adjustments			Enviva Partners, LP Pro Forma
Assets
Current assets:
Cash and cash equivalents	$	42,901	$	13,879	$	216,630	(a)
					(259,531)		(b)	$	13,879
Accounts receivable	74,398		—		—			74,398
Inventories	47,662		—		—			47,662
Prepaid expenses and other current assets	13,501		40		—			13,541
Total current assets	178,462		13,919		(42,901)			149,480
Property, plant and equipment, net	1,114,521		224,421		—			1,338,942
Operating lease right-of-use assets	49,539		9,865		—			59,404
Goodwill	99,660		—		—			99,660
Other long-term assets	10,526		—		—			10,526
Total assets	$	1,452,708	$	248,205	$	(42,901)		$	1,658,012
Liabilities and Partners' and Member's Capital
Current liabilities:
Accounts payable	$	28,041	$	8,340	$	—		$	36,381
Related-party payables, net	4,581		834		—			5,415
Accrued and other current liabilities	99,342		22,443		—			121,785
Interest payable	23,966		—		—			23,966
Current portion of long-term debt and finance lease obligations	12,056		—		—			12,056
Total current liabilities	167,986		31,617		—			199,603
Long-term debt and finance lease obligations	789,451		—		216,630		(a)	1,006,081
Long-term operating lease liabilities	48,368		10,882		—			59,250
Deferred tax liabilities, net	13,224		—		—			13,224
Other long-term liabilities	13,154		13,927		—			27,081
Total liabilities	1,032,183		56,426		216,630			1,305,239
Commitments and contingencies
Partners’ and member's capital:
Limited partners' interest	603,131		—		—			603,131
General partner (1)	(134,877)		—		(259,531)		(b)
					191,779		(b)	(202,629)
Accumulated other comprehensive income	(8)		—		—			(8)
Total Enviva Partners, LP partners' capital	468,246		—		(67,752)			400,494
Noncontrolling member's interest	(47,721)		—		—			(47,721)
Total partners' capital	420,525		—		(67,752)			352,773
Member's capital	—		191,779		(191,779)		(b)	—
Total partners’ and member's capital	420,525		191,779		(259,531)			352,773
Total liabilities and partners’ and member's capital	$	1,452,708	$	248,205	$	(42,901)		$	1,658,012

(1) Includes incentive distribution rights

1

ENVIVA PARTNERS, LP AND SUBSIDIARIES

Unaudited Pro Forma Combined Statement of Operations

For the Six Months ended June 30, 2021

(In thousands, except per unit amounts)

	Enviva Partners, LP		Enviva JV2 Holdings, LLC		Pro Forma Adjustments			Enviva Partners, LP Pro Forma
Product sales	$	495,772	$	—	$	—		$	495,772
Other revenue	30,314		—		—			30,314
Net revenue	526,086		—		—			526,086
Cost of goods sold	430,794		—		—			430,794
Loss on disposal of assets	3,348		—		—			3,348
Depreciation and amortization	42,321		—		—			42,321
Total cost of goods sold	476,463		—		—			476,463
Gross margin	49,623		—		—			49,623
General and administrative expenses	5,087		1,388		—			6,475
Related-party management services agreement fee	18,016		4,665		—			22,681
Total general and administrative expenses	23,103		6,053		—			29,156
Income (loss) from operations	26,520		(6,053)		—			20,467
Other income (expense):
Interest expense	(25,279)		—		(2,004)		(c)	(27,283)
Other (expense) income, net	(54)		602		—			548
Total other expense, net	(25,333)		602		(2,004)			(26,735)
Net income (loss) before income tax expense	1,187		(5,451)		(2,004)			(6,268)
Income tax expense	7		—		—			7
Net income (loss)	$	1,180	$	(5,451)	$	(2,004)		$	(6,275)
Net income (loss) per limited partner common unit:
Basic and diluted	$	(0.49)			$	(0.11)	(d)	$	(0.60)
Weighted-average number of limited partner common units outstanding:
Basic and diluted	40,587				4,326		(d)	44,913

2

ENVIVA PARTNERS, LP AND SUBSIDIARIES

Unaudited Pro Forma Combined Statement of Operations

Year ended December 31, 2020

(In thousands, except per unit amounts)

	Enviva Partners, LP		Enviva JV2 Holdings, LLC		Pro Forma Adjustments			Enviva Partners, LP Pro Forma
Product sales	$	830,528	$	—	$	—		$	830,528
Other revenue	44,551		—		—			44,551
Net revenue	875,079		—		—			875,079
Cost of goods sold	684,863		—		—			684,863
Loss on disposal of assets	6,978		—		—			6,978
Depreciation and amortization	76,115		—		—			76,115
Total cost of goods sold	767,956		—		—			767,956
Gross margin	107,123		—		—			107,123
General and administrative expenses	12,800		1,082		—			13,882
Related-party management services agreement fee	32,545		6,048		—			38,593
Total general and administrative expenses	45,345		7,130		—			52,475
Income (loss) from operations	61,778		(7,130)		—			54,648
Other (expense) income:
Interest expense	(44,902)		—		(4,008)		(c)	(48,910)
Other income (expense), net	273		(430)		—			(157)
Total other expense, net	(44,629)		(430)		(4,008)			(49,067)
Net income (loss) before income tax expense	17,149		(7,560)		(4,008)			5,581
Income tax expense	69		—		—			69
Net income (loss)	$	17,080	$	(7,560)	$	(4,008)		$	5,512
Net loss per limited partner common unit:
Basic and diluted	$	(0.36)			$	(0.24)	(d)	$	(0.60)
Weighted-average number of limited partner common units outstanding:
Basic and diluted	36,813				4,925		(d)	41,738

3

ENVIVA PARTNERS, LP AND SUBSIDIARIES

Notes to Unaudited Pro Forma Combined Financial Statements

(In thousands, except number of units, per unit amounts and unless otherwise noted)

(Unaudited)

(1) Basis of Presentation

The unaudited pro forma combined financial statements of Enviva Partners, LP and subsidiaries (“we,” “us,” “our,” or the “Partnership”) consist of a combined balance sheet at June 30, 2021 and combined statements of operations for the six months ended June 30, 2021 and the year ended December 31, 2020, which reflect our acquisition on July 1, 2021 of all of the issued and outstanding limited liability company interests in Enviva JV2 Holdings, LLC (“JV2 Holdings), the direct owner of Enviva Pellets Lucedale, LLC (“Lucedale”), Enviva Port of Pascagoula, LLC (“Pascagoula”) and Enviva Development Finance Company, LLC (“Development Finance”). We refer to this acquisition as the “Lucedale-Pascagoula Acquisitions.” In connection with the Lucedale-Pascagoula Acquisitions, Enviva Holdings, LP, a Delaware limited partnership (the “sponsor”), assigned to us certain of its rights and obligations under certain off-take and related shipping contracts. JV2 Holdings was a wholly owned subsidiary of Enviva Development Holdings, LLC, a Delaware limited liability company (“DevCo”). DevCo is a wholly owned subsidiary of the sponsor. The unaudited pro forma combined financial statements of the Partnership also reflect borrowings under our senior secured revolving credit facility on July 1, 2021 related to the Lucedale-Pascagoula Acquisitions.

The unaudited pro forma combined financial statements included herein have been derived from the following historical financial statements:

•the audited consolidated statements of operations of the Partnership for the year ended December 31, 2020 and 2019;

•the unaudited condensed consolidated financial statements of the Partnership at June 30, 2021 and for the six months ended June 30, 2021 and 2020;

•the audited combined statements of operations of Lucedale, Pascagoula and Development Finance for the years ended December 31, 2020 and 2019;

•the unaudited condensed consolidated financial statements of JV2 Holdings at June 30, 2021 and for the six months ended June 30, 2021.

The unaudited condensed consolidated statement of operations of the Partnership for the six months ended June 30, 2021 includes approximately $0.8 million of general and administrative expense for transaction costs that will not recur beyond July 1, 2022, which is 12 months after the Lucedale-Pascagoula Acquisitions closing on July 1, 2021.

The unaudited pro forma combined balance sheet has been prepared as if the Lucedale-Pascagoula Acquisitions had occurred on June 30, 2021. The unaudited pro forma combined statements of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020 have been prepared as if the Lucedale-Pascagoula Acquisitions had occurred on January 1, 2020. The unaudited pro forma combined financial statements should be read in conjunction with the related notes, which are included herein, the financial statements and notes included in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2020 and Quarterly Report on Form 10-Q for the six months ended June 30, 2021, the audited combined financial statements of Lucedale, Pascagoula and Development Finance as of and for the years ended December 31, 2020 and 2019 and the unaudited condensed consolidated financial statements of JV2 Holdings at June 30, 2021 and for the six months ended June 30, 2021 and 2020.

The pro forma combined financial statements do not necessarily reflect what the Partnership’s combined financial condition or results of operations would have been had the acquisition and the related financing occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of operations of the Partnership. Our actual financial condition and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

Contribution and Distribution Agreements

On June 3, 2021, Enviva, LP (“ELP”), a wholly owned subsidiary of the Partnership, entered into a contribution agreement (the “Contribution Agreement”) with the sponsor and DevCo pursuant to which DevCo agreed to sell to ELP all of the limited liability company interests of JV2 Holdings for total consideration of $260.0 million, subject to certain adjustments. On July 1, 2021, the Partnership paid total cash consideration of $260.4 million in connection with the closing of the Lucedale-Pascagoula Acquisitions in part to DevCo and in part to satisfy certain payment obligations of DevCo.

4

ENVIVA PARTNERS, LP AND SUBSIDIARIES

Notes to Unaudited Pro Forma Combined Financial Statements (Continued)

(In thousands, except number of units, per unit amounts and unless otherwise noted)

(Unaudited)

On June 3, 2021, JV2 Holdings and DevCo into entered into a distribution agreement to which DevCo agreed and distributed to JV2 Holdings all of the issued and outstanding limited liability company interests in Lucedale, Pascagoula and Development Finance. On July 1, 2021, JV2 Holdings distributed to ELP all of the issued and outstanding limited liability company interests in Lucedale, Pascagoula and Development Finance. On July 2, 2021, JV2 Holdings was dissolved.

Lucedale is constructing a wood pellet production plant in Lucedale, Mississippi and Pascagoula is constructing a deep-water marine terminal at the Port of Pascagoula, Mississippi. Development Finance was formed to purchase and hold bonds from Mississippi Business Finance Corporation, which assists in the financing of eligible projects by serving as a conduit within the finance structure. The proceeds from these bonds pay for eligible project-related purchases by Pascagoula to exempt them from applicable sales and use taxes.

Lucedale is constructing a wood pellet production plant in Lucedale, Mississippi (the “Lucedale plant”) with a nameplate capacity of 750,000 metric tons per year (“MTPY”). The Partnership expects to further invest $59.0 million in remaining construction capital expenditures. The acquisition of the Lucedale plant includes an embedded, fully permitted option to expand the Lucedale plant by about 300,000 MTPY for approximately $60.0 million in estimated costs.

Pascagoula is constructing a deep-water marine terminal at the Port of Pascagoula, Mississippi (the “Pascagoula terminal”). The Partnership expects to further invest $26.0 million in remaining construction capital expenditures. The Pascagoula terminal is expected to have total throughput capacity of 3.0 million MTPY when fully constructed, allowing for throughput from multiple plants.

At the closing of the Lucedale-Pascagoula Acquisitions on July 1, 2021, we entered into an agreement with Enviva Management Company, LLC, a Delaware limited liability company and a wholly owned subsidiary of the sponsor (“Enviva Management Company”), pursuant to which (i) an aggregate of approximately $53.0 million in management services and other fees that otherwise would be owed by us under our management services agreement with Enviva Management Company will be waived with respect to the period from July 1, 2021 through December 31, 2023 and (ii) Enviva Management Company will continue to waive certain management services and other fees up to approximately $4.0 million during January 1, 2022 through December 31, 2024 unless and until the Lucedale plant’s production volumes equal or exceed 62,500 metric tons in any calendar month, in each case, to provide cash flow support to the Partnership during the ramp period from which commercial operations occurs.

On July 1, 2021, we also entered into a Make-Whole Agreement with the sponsor, pursuant to which the sponsor will (i) reimburse us for any construction delays, cost overruns and production shortfalls and (ii) guarantee a minimum throughput volume at the Pascagoula terminal for 20 years.

Pursuant to the Contribution Agreement and the Lucedale-Pascagoula Acquisitions, on July 1, 2021, the sponsor assigned three biomass off-take agreements to us (collectively, the “Associated Off-Take Contracts”). The Associated Off-Take Contracts represent incremental deliveries of 630,000 MTPY to Japan, mature between 2034 and 2045 and have an aggregate revenue backlog of $1.9 billion. The sponsor also assigned three fixed-rate shipping contracts to us. The assigned shipping contracts were assigned to facilitate transportation of those produced wood pellets in order to deliver the volumes under the Associated Off-Take Contracts.

The Lucedale-Pascagoula Acquisitions were deemed a transaction among entities under common control and accounted for on the carryover basis of accounting on July 1, 2021, the date of acquisition.

Financing

•We issued 4,925,000 common units at a price of $45.50 per common unit for total net proceeds of $214.5 million, after deducting $9.5 million of issuance costs, in June 2021.

•We borrowed $216.6 million under our existing senior secured revolving credit facility on July 1, 2021.

5

ENVIVA PARTNERS, LP AND SUBSIDIARIES

Notes to Unaudited Pro Forma Combined Financial Statements (Continued)

(In thousands, except number of units, per unit amounts and unless otherwise noted)

(Unaudited)

(2) Pro Forma Adjustments and Assumptions

The pro forma adjustments are based upon currently available information and certain estimates and assumptions. The actual effect of the transactions ultimately may differ from the pro forma adjustments included herein. However, management believes that the assumptions used to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions as currently contemplated and that the pro forma adjustments are factually supportable, give appropriate effect to the expected impact of events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on the Partnership. The unaudited pro forma combined financial statements may not be indicative of the results that actually would have occurred if the Partnership had completed the transactions on the dates indicated or that could be achieved in the future.

The Lucedale-Pascagoula Acquisitions were deemed a transaction among entities under common control and accounted for on the carryover basis of accounting on July 1, 2021, the date of acquisition. If any recognized consideration transferred in such a transaction exceeds the carrying value of the net assets acquired, the excess is treated as a capital distribution to the General Partner.

Adjustments to the Unaudited Pro Forma Combined Balance Sheet:

(a) Reflects approximately $216.6 million gross cash proceeds from borrowings under our existing senior secured revolving credit facility.

(b) Reflects the contribution of all of the issued and outstanding limited liability interests of JV2 Holdings for a purchase price of $259.5 million, after all adjustments. The $67.7 million excess consideration over JV2 Holdings’ net assets of $191.8 million is included in General Partner interests. Estimated transaction costs of $0.6 million are included in accrued and other current liabilities.

Adjustments to the Unaudited Pro Forma Combined Statements of Operations:

(c) Reflects interest expense as a result of approximately $216.6 million gross cash proceeds from borrowings under our existing senior secured revolving credit facility.

(d) Reflects the calculation of earnings per limited partner common unit and weighted average basic and diluted limited partner common units outstanding assuming the 4,925,000 common units issued in June 2021 were outstanding as of January 1, 2020.

6

XML

Cover	Jul. 01, 2021
Document Information [Line Items]
Document Type	8-K/A
Document Period End Date	Jul. 01, 2021
Entity Registrant Name	Enviva Partners, LP
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37363
Entity Tax Identification Number	46-4097730
Entity Address, Address Line One	7272 Wisconsin Ave.
Entity Address, Address Line Two	Suite 1800
Entity Address, City or Town	Bethesda,
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20814
City Area Code	(301)
Local Phone Number	657-5560
Title of 12(b) Security	Common Units
Trading Symbol	EVA
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Central Index Key	0001592057
Amendment Flag	true
Amendment Description	This Current Report on Form 8-K/A (this “Amendment”) amends and supplements the Initial Report to provide financial statements of Enviva Pellets Lucedale, LLC, Enviva Port of Pascagoula, LLC and Enviva Development Finance Company, LLC, and the pro forma financial statements of the Partnership, each as required by Item 9.01 of Form 8-K. No other modifications to the Initial Report are being made by this Amendment.