UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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 30, 2015

Enviva Partners, LP

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (301) 657-5660

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 (see General Instruction A.2. below):

¨    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))

Item 2.02.                Results of Operations and Financial Condition.

On July 30, 2015, Enviva Partners, LP (the “Partnership”) issued a press release announcing its financial results for the quarter ended June 30, 2015. A copy of the press release is furnished with this Current Report on Form 8-K (this “Current Report”) as Exhibit 99.1.

The information in Item 2.02 and Item 7.01 of this Current Report and Exhibit 99.1 is being “furnished” and shall not be deemed to be “filed” by the Partnership for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 7.01.                Regulation FD Disclosure.

The information set forth under Item 2.02 is incorporated by reference as if fully set forth herein.

Item 9.01.                Financial Statements and Exhibits.

Exhibits.

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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.

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INDEX TO EXHIBITS

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Exhibit 99.1

Enviva Partners, LP Reports Financial Results for Second Quarter 2015

BETHESDA, MD, July 30, 2015 — Enviva Partners, LP (NYSE: EVA) (the “Partnership” or “we”) today reported financial and operating results for the second quarter of 2015.  The Partnership closed its initial public offering (the “IPO”) on May 4, 2015.

Highlights for the Quarter:

·                  Exceeded plan and generated adjusted EBITDA of $16.0 million (on net income of $1.0 million)

·                  Declared initial quarterly cash distribution of $0.2630 per unit ($0.4125 MQD prorated for post-IPO period)

·                  Maintained strong balance sheet with $76.7 million of cash for future growth

·                  Received proposal from sponsor on potential acquisition of Southampton plant; formed conflicts committee to evaluate proposal

“Our results during the second quarter of 2015 demonstrate the continued strength of our operating performance and the stability of cash flows generated by our business,” said John Keppler, Chairman and Chief Executive Officer.  “These results highlight the value of our long-term agreements with our international customers, who use our product in place of coal as one of the most cost-effective means of generating renewable energy, reducing their greenhouse gas emissions by approximately 80 percent.”

Second Quarter Results

For the second quarter of 2015, we generated revenue of $109.7 million, a $41.1 million, or 60 percent, increase over the corresponding quarter of last year.  For the second quarter, we generated net income of $1.0 million compared to a net loss of $1.9 million for the corresponding prior quarter.   The increases in revenue and net income were primarily the result of contracts acquired as part of the acquisition of our Cottondale plant, as well as a maintenance outage at one of our off-take customer’s plants last year.  The increase in net income was partially offset by increases in general and administrative costs, largely due to forming and being a public company, and cost of goods sold associated with higher sales volumes.

Adjusted EBITDA improved to $16.0 million in the second quarter of 2015, a 210 percent increase compared to the corresponding period in 2014.  The improvement was due to a $15 per metric ton improvement in adjusted gross margin, which was a result of increased revenue, improved cost position, and a favorable mix of customer off-take and marine shipping contract pricing, partially offset by the increases in general and administrative costs described above.

The Partnership’s distributable cash flow for the post-IPO portion of the second quarter was $10.7 million, leading to a distribution coverage ratio of 1.71 times.  Had we been public for the

full quarter, our distributable cash flow of $12.4 million would have generated 1.27 times coverage for the minimum quarterly distribution.  Both are well in excess of the Partnership’s coverage goal.

Liquidity and Financial Position

The Partnership had total cash on hand of $76.7 million at the end of the second quarter, all of which is available for general partnership purposes, including potential acquisitions.

Initial Distribution

As announced yesterday, the board of directors of the Partnership’s general partner declared a cash distribution of $0.2630 per common and subordinated unit for the second quarter of 2015.  The distribution represents the prorated amount of the Partnership’s minimum quarterly distribution of $0.4125 per unit, based on the 58 days during the period commencing (and including) May 4, 2015, the date on which the Partnership’s initial public offering closed, and ending June 30, 2015, the last day of the second quarter.  The quarterly distribution will be paid on Monday, August 31, 2015, to unitholders of record as of the close of business on Friday, August 14, 2015.

2015 Outlook and Guidance

The guidance amounts provided below do not include the impact of any potential acquisitions from the Partnership’s sponsor or others.  For the second half of 2015, the Partnership expects its existing business to generate net income in the range of $11.5 million to $13.5 million, adjusted EBITDA in the range of $30.0 million to $32.0 million, maintenance capital expenditures in the range of $1.5 million to $2.0 million, and interest expense net of amortization of debt issuance costs and original issue discount of $4.7 million.  As a result, the Partnership expects to generate distributable cash flow of $23.0 million to $25.0 million for the second half of 2015.

Mr. Keppler commented, “The first half of the year provided a solid foundation for the business.  With continued strong performance from a cash flow perspective, we expect to have the opportunity to increase our distribution in future periods.  We also expect to deploy modest growth capital on select opportunities later this year, with those investments expected to generate further increases in distributable cash flow in 2016 and beyond.”

Market Update

Several recent announcements and actions in key markets highlight the growth potential in the wood pellet industry.  For example, affiliates of Macquarie Bank, Ltd. recently signed an agreement to support MGT Power Limited in the financing of the 299 MWe Teesside Renewable Energy Plant, which has received a U.K. government-supported contract for difference (“CfD”).  The EU completed its state-aid review process for the CfD earlier this year, and MGT announced its intent to reach financial close on the project by the end of the year.  This project is expected to consume more than one million tons of wood pellets annually, commencing in 2018.  In addition, EU state-aid review processes are currently underway for the CfDs that the U.K. government has awarded to RWE’s to-be-converted 420MW Lynemouth coal facility, which is expected to generate approximately 1.5 million tons of new wood pellet demand, and to Drax’s ongoing

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biomass conversion of a third coal unit at its power station.  The U.K. government recently confirmed that both the Lynemouth and Drax projects are eligible for the Renewable Obligation Certificate (“ROC”) subsidy as an alternative to their CfDs should they decide to opt for this route and reach commercial operation before March 31, 2017.

In the Netherlands, several utility-led large-scale biomass co-firing projects and a number of biomass-based industrial steam projects submitted bids for government-backed renewable energy contracts in June, following confirmation earlier this year of Dutch biomass sustainability provisions. The bids are currently being reviewed by the regulator.  With these projects, and further projects expected to bid into future renewable energy contract allocation rounds, the Netherlands is projected to become a significant source of new demand, consuming more than 3 million tons of wood pellets by 2020 according to a recent independent market projection.

“We continue to see significant growth opportunities both in our existing core Northern European markets and in emerging markets such as Asia and the U.S.,” said Mr. Keppler.  “With what has been announced, it provides the opportunity for both the Partnership to extend the contracted position of its existing assets and our sponsor to have the opportunity to build substantial new, fully-contracted production capacity that would add to its inventory of drop-down assets.”

Sponsor Activity

The Partnership’s sponsor, through its joint venture with affiliates of John Hancock Life Insurance Company, owns and operates a fully operational 510,000 metric tons per year (“MTPY”) wood pellet production plant in Southampton County, Virginia (the “Southampton plant”), from which the Partnership currently purchases pellets at its Port of Chesapeake terminal on a fixed-price basis pursuant to a biomass purchase and sale agreement.  The sponsor has made a proposal to the Partnership regarding the potential acquisition by the Partnership of the Southampton plant, together with a ten-year, 500,000 MTPY off-take agreement (385,000 metric tons for the first year).  Due to the related-party nature of the proposed transaction, the board of directors of the Partnership’s general partner has formed a Conflicts Committee comprised solely of independent directors to evaluate the proposal.

“In addition to organic growth, drop downs from our sponsor are an important part of Enviva’s growth profile,” noted Mr. Keppler. “I am delighted that the Partnership will have the opportunity to acquire a world-class asset and to further extend the weighted-average tenor of its portfolio of off-take contracts with the addition of a large-volume customer agreement that runs through 2026.”

Additionally, the sponsor remains on track with the construction of another approximately 500,000 MTPY production plant in Sampson County, North Carolina and a deep-water marine terminal in Wilmington, North Carolina with wood pellet throughput capacity of 2,000,000 MTPY.  Both facilities are expected to begin operations in the first quarter of 2016 and the production plant is expected to ramp up to its full production capacity over the ensuing six months.  The Partnership expects to have the opportunity to acquire the Sampson plant, together with a ten-year, 420,000 MTPY off-take agreement (360,000 metric tons for the first year), in late 2016, and the Wilmington terminal in 2017. Finally, the sponsor recently received a draft air permit for the construction of an additional 500,000 MTPY production plant in Hamlet

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County, North Carolina that, when constructed, will ship the pellets it produces to the Wilmington terminal by rail.

Conference Call

The Partnership will host a conference call with executive management related to its second quarter 2015 results and to discuss our outlook, guidance, market update, and update on the sponsor’s activities at 10:00 a.m. (Eastern Time) on Thursday, July 30, 2015.  Information on how interested parties may listen to the conference call is available in the Investor Relations page of our website (www.envivapartners.com).  A replay of the conference call will be available on our website after the live call concludes.

About Enviva Partners, LP

Enviva Partners, LP (NYSE: EVA) is the world’s largest supplier of wood pellets to major utilities, serving customers in Europe, Asia, and the United States, generally under long-term contracts. We are a publicly traded, growth-oriented master limited partnership that owns and operates midstream fuel processing and logistics assets, including five wood pellet production plants in the Southeastern U.S. and a dry-bulk, deep-water marine terminal at the Port of Chesapeake, Virginia.  In addition to this Mid-Atlantic terminal, Enviva Partners maintains export terminal operations at a third-party terminal in each of Mobile, Alabama and Panama City, Florida.  Our customers use our product in place of coal as one of the most cost-effective means of generating renewable energy, reducing their greenhouse gas emissions by up to 80 percent. At Enviva, we work for lower emissions, healthy forests, and strong communities. To learn more about Enviva Partners, please visit our website at www.envivapartners.com.

Investor Contact:

Raymond Kaszuba
(240) 482-3856
[email protected]

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Non-GAAP Financial Measures

We view adjusted gross margin per metric ton, adjusted EBITDA, and distributable cash flow as important indicators of performance.

Adjusted Gross Margin per Metric Ton

We define adjusted gross margin per metric ton as gross margin per metric ton excluding depreciation and amortization included in cost of goods sold.  We believe adjusted gross margin per metric ton is a meaningful measure because it compares our off-take pricing to our operating costs for a view of profitability and performance on a per metric ton basis.  Adjusted gross margin per metric ton primarily will be affected by our ability to meet targeted production volumes and to control direct and indirect costs associated with procurement and delivery of wood fiber to our production plants and the production and distribution of wood pellets.

Adjusted EBITDA

We define adjusted EBITDA as net income or loss, excluding depreciation and amortization, interest expense, taxes, early retirement of debt obligation, non-cash equity compensation, and asset impairments and disposals.  Adjusted EBITDA is a supplemental measure used by our management and other users of our financial statements, such as investors, commercial banks, and research analysts, to assess the financial performance of our assets without regard to financing methods or capital structure.

Distributable Cash Flow

We define distributable cash flow as adjusted EBITDA less maintenance capital expenditures and interest expense net of amortization of debt issuance costs and original issue discount.  Distributable cash flow is used as a supplemental measure by our management and other users of our financial statements as it provides important information regarding the relationship between our financial operating performance and our ability to make cash distributions.

Adjusted gross margin per metric ton, adjusted EBITDA, and distributable cash flow are not financial measures presented in accordance with generally accepted accounting principles (“GAAP”).  We believe that the presentation of these non-GAAP financial measures provides useful information to investors in assessing our financial condition and results of operations.  Our non-GAAP financial measures should not be considered as alternatives to the most directly comparable GAAP financial measures.  Each of these non-GAAP financial measures has important limitations as an analytical tool because it excludes some, but not all, items that affect the most directly comparable GAAP financial measure.  You should not consider adjusted gross margin per metric ton, adjusted EBITDA, or distributable cash flow in isolation or as substitutes for analysis of our results as reported under GAAP.  Our definitions of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

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The following tables present a reconciliation of adjusted gross margin per metric ton, adjusted EBITDA, and distributable cash flow to the most directly comparable GAAP financial measure, as applicable, for each of the periods indicated.

(1)         Excludes depreciation of office furniture and equipment. Such amount is included in general and administrative expenses.

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ENVIVA PARTNERS, LP
COMBINED AND CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
(Unaudited)

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The following table provides a reconciliation of the estimated range of adjusted EBITDA to the estimated range of net income, in each case for the six months ending December 31, 2015 (in millions):

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Cautionary Note Concerning Forward-Looking Statements

Certain statements and information in this press release, including those concerning our future results of operations, acquisition opportunities, and distributions, may constitute “forward-looking statements.”  The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature.  These forward-looking statements are based on the Partnership’s current expectations and beliefs concerning future developments and their potential effect on the Partnership.  Although management believes that these forward-looking statements are reasonable when made, there can be no assurance that future developments affecting the Partnership will be those that it anticipates.  The forward-looking statements involve significant risks and uncertainties (some of which are beyond the Partnership’s control) and assumptions that could cause actual results to differ materially from the Partnership’s historical experience and its present expectations or projections.  Important factors that could cause actual results to differ materially from forward-looking statements include, but are not limited to: (i) the amount of products that the Partnership is able to produce, which could be adversely affected by, among other things, operating difficulties; (ii) the volume of products that the Partnership is able to sell; (iii) the price at which the Partnership is able to sell products; (iv) changes in the price and availability of natural gas, coal, or other sources of energy; (v) changes in prevailing economic conditions; (vi) the Partnership’s ability to complete acquisitions, including acquisitions from its sponsor; (vii) unanticipated ground, grade, or water conditions; (viii) inclement or hazardous weather conditions, including extreme precipitation, temperatures, and flooding; (ix) environmental hazards; (x) fires, explosions, or other accidents; (xi) changes in domestic and foreign laws and regulations (or the interpretation thereof) related to renewable or low-carbon energy, the forestry products industry, or power generators; (xii) inability to acquire or maintain necessary permits; (xiii) inability to obtain necessary production equipment or replacement parts; (xiv) technical difficulties or failures; (xv) labor disputes; (xvi) late delivery of raw materials; (xvii) inability of the Partnership’s customers to take delivery or their rejection of a delivery of products; (xviii) changes in the price and availability of transportation; and (xix) the Partnership’s ability to borrow funds and access capital markets.

For additional information regarding known material factors that could cause the Partnership’s actual results to differ from projected results, please read its filings with the Securities and Exchange Commission, including the prospectus filed on April 29, 2015 in connection with the IPO and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.  Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof.  The Partnership undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events, or otherwise.

Notice

This press release is intended to be a qualified notice under Treasury Regulation Section 1.1446-4(b).  Brokers and nominees should treat one hundred percent (100%) of the Partnership’s distributions to non-U.S. investors as being attributable to income that is effectively connected with a United States trade or business.  Accordingly, the Partnership’s distributions to non-U.S.

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investors are subject to federal income tax withholding at the highest applicable effective tax rate.

Financial Statements

ENVIVA PARTNERS, LP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)

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ENVIVA PARTNERS, LP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per unit amounts)
(Unaudited)

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ENVIVA PARTNERS, LP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

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ENVIVA PARTNERS, LP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

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