10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____

Commission file number 001-37363

Enviva Inc.

(Exact name of registrant as specified in its charter)

Delaware	46-4097730
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	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)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock	EVA	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of April 28, 2023, 67,727,662 shares of common stock were outstanding.

ENVIVA INC.

QUARTERLY REPORT ON FORM 10‑Q

TABLE OF CONTENTS

Cautionary Statement Regarding Forward‑Looking Statements		1
Glossary of Terms		3
PART I—FINANCIAL INFORMATION		4
Item 1.	Financial Statements (unaudited)	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Comprehensive Loss	6
	Condensed Consolidated Statements of Changes in Equity	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26
PART II—OTHER INFORMATION		28
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 6.	Exhibits	29

i

CAUTIONARY STATEMENT REGARDING FORWARD‑LOOKING STATEMENTS

Certain statements and information in this Quarterly Report on Form 10‑Q (this “Quarterly Report”) 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 our current expectations and beliefs concerning future developments and their potential effect on us. Although management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. All comments concerning our expectations for future revenues and operating results are based on our forecasts of our existing operations and do not include the potential impact of any future acquisitions. Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from those in our historical experience and our present expectations or projections. Factors that could cause our actual results to differ materially from those in the forward-looking statements include, but are not limited to, those summarized below:

•the volume and quality of products that we are able to produce or source and sell, which could be adversely affected by, among other things, operating or technical difficulties at our wood pellet production plants or deep-water marine terminals;

•the prices at which we are able to sell our products;

•our ability to capitalize on higher spot prices and contract flexibility in the future, which is subject to fluctuations in pricing and demand;

•the possibility that current market prices may not continue and therefore, in the future, we may not be able to make spot sales and may need to make spot purchases at higher prices;

•failure of our customers, vendors, and shipping partners to pay or perform their contractual obligations to us;

•our inability to successfully execute our project development, capacity expansion, and new facility construction activities on time and within budget;

•the creditworthiness of our contract counterparties;

•the amount of low-cost wood fiber that we are able to procure and process, which could be adversely affected by, among other things, disruptions in supply or operating or financial difficulties suffered by our suppliers;

•our ability to successfully negotiate, complete, and integrate third-party acquisitions, or to realize the anticipated benefits of such acquisitions;

•changes in the price and availability of natural gas, coal, diesel, oil, gasoline, or other sources of energy;

•changes in prevailing domestic and global economic, political, and market conditions, including the imposition of tariffs or trade or other economic sanctions, political instability or armed conflict, rising inflation levels and government efforts to reduce inflation, or a prolonged recession;

•inclement or hazardous environmental conditions, including extreme precipitation, temperatures, and flooding;

•fires, explosions, or other accidents;

•changes in domestic and foreign laws and regulations (or the interpretation thereof) related to renewable or low-carbon energy, the forestry products industry, the international shipping industry, or power, heat, or combined heat and power generators;

•changes in domestic and foreign tax laws and regulations affecting the taxation of our business, and investors;

•changes in the regulatory treatment of biomass in core and emerging markets;

•our inability to acquire or maintain necessary permits or rights for our production, transportation, or terminaling operations;

•changes in the price and availability of transportation;

•changes in foreign currency exchange or interest rates and the failure of our hedging arrangements to effectively reduce our exposure to related risks;

1

•risks related to our indebtedness, including the levels, and maturity date of such indebtedness;

•our failure to maintain effective quality control systems at our wood pellet production plants and deep-water marine terminals, which could lead to the rejection of our products by our customers;

•changes in the quality specifications for our products required by our customers;

•labor disputes, unionization, or similar collective actions;

•our inability to hire, train, or retain qualified personnel to manage and operate our business;

•the possibility of cyber and malware attacks;

•our inability to borrow funds and access capital markets;

•viral contagions or pandemic diseases, such as COVID-19;

•potential liability resulting from pending or future litigation, investigations, or claims; and

•governmental actions and actions by other third parties that are beyond control.

Please read the risks described in our Annual Report on Form 10-K for the year ended December 31, 2022 and the risk factors included herein in Item 1A. Risk Factors. All forward-looking statements in this Quarterly Report are expressly qualified in their entirety by the foregoing cautionary statements.

Readers are cautioned not to place undue reliance on forward-looking statements and we undertake no obligation to update or revise any such statements after the date they are made, whether as a result of new information, future events or otherwise.

2

GLOSSARY OF TERMS

biomass: any organic biological material derived from living organisms that stores energy from the sun.

co-fire: the combustion of two different types of materials at the same time. For example, biomass is sometimes fired in combination with coal in existing coal plants.

cost pass-through mechanism: a provision in commercial contracts that passes costs through to the purchaser.

metric ton: one metric ton, which is equivalent to 1,000 kilograms and 1.1023 short tons.

nameplate: the intended full-load sustained maximum rated output of production.

off-take contract: an agreement concerning the purchase and sale of a certain volume of future production of a given resource such as wood pellets.

ramp: the process by which a plant increases production following startup for a period of time until full nameplate production capacity is demonstrated.

utility-grade wood pellets: wood pellets meeting minimum requirements generally specified by industrial consumers and produced and sold in sufficient quantities to satisfy industrial‑scale consumption.

wood fiber: cellulosic elements that are extracted from trees and used to make various materials, including paper. In North America, wood fiber is primarily extracted from hardwood (deciduous) trees and softwood (coniferous) trees.

wood pellets: energy-dense, low-moisture, and uniformly sized units of wood fuel produced from processing various wood resources or byproducts.

3

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

ENVIVA INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except par value and number of shares)

	March 31, 2023		December 31, 2022
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	5,275	$	3,417
Accounts receivable	128,737		169,847
Other accounts receivable	14,255		8,950
Inventories	185,746		158,884
Short-term customer assets	23,987		21,546
Prepaid expenses and other current assets	8,499		7,695
Total current assets	366,499		370,339
Property, plant, and equipment, net	1,598,543		1,584,875
Operating lease right-of-use assets	100,764		102,623
Goodwill	103,928		103,928
Long-term restricted cash	216,099		247,660
Long-term customer assets	117,656		118,496
Other long-term assets	41,242		23,519
Total assets	$	2,544,731	$	2,551,440
Liabilities, Mezzanine Equity, and Shareholders’ Equity
Current liabilities:
Accounts payable	$	24,646	$	37,456
Accrued and other current liabilities	133,395		146,497
Customer liabilities	36,828		75,230
Current portion of interest payable	16,908		32,754
Current portion of long-term debt and finance lease obligations	15,313		20,993
Deferred revenue	48,972		32,840
Financial liability pursuant to repurchase accounting	180,954		111,913
Total current liabilities	457,016		457,683
Long-term debt and finance lease obligations	1,393,076		1,571,766
Long-term operating lease liabilities	113,159		115,294
Deferred tax liabilities, net	2,104		2,107
Long-term deferred revenue	129,689		41,728
Other long-term liabilities	72,177		76,106
Total liabilities	2,167,221		2,264,684
Commitments and contingencies
Mezzanine equity:
Series A convertible preferred stock, $0.001 par value, 100,000,000 shares authorized, 6,605,671 and none issued and outstanding as of March 31, 2023 and December 31, 2022, respectively	248,589		—
Shareholders’ equity:
Common stock, $0.001 par value, 600,000,000 shares authorized, 67,727,662 and 66,966,092 issued and outstanding as of March 31, 2023 and December 31, 2022, respectively	68		67
Additional paid-in capital	461,576		502,554
Accumulated deficit	(285,206)		(168,307)
Accumulated other comprehensive income	198		197
Total Enviva Inc. shareholders’ equity	176,636		334,511
Noncontrolling interests	(47,715)		(47,755)
Total shareholders’ equity	128,921		286,756
Total liabilities, Mezzanine equity, and shareholders’ equity	$	2,544,731	$	2,551,440

See accompanying notes to condensed consolidated financial statements.

4

ENVIVA INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended March 31,
	2023		2022
Product sales	$	260,248	$	230,912
Other revenue	8,834		2,070
Net revenue	269,082		232,982
Operating costs and expenses:
Cost of goods sold, excluding items below	253,215		211,036
Loss on disposal of assets	3,629		901
Selling, general, administrative, and development expenses	30,954		33,691
Depreciation and amortization	34,674		22,559
Total operating costs and expenses	322,472		268,187
Loss from operations	(53,390)		(35,205)
Other (expense) income:
Interest expense	(23,393)		(9,970)
Interest expense on repurchase accounting	(40,373)		—
Total interest expense	(63,766)		(9,970)
Other income (expense), net	309		(116)
Total other expense, net	(63,457)		(10,086)
Net loss before income taxes	(116,847)		(45,291)
Income tax expense	12		16
Net loss	(116,859)		(45,307)
Less net (income) attributable to noncontrolling interests	(40)		—
Net loss attributable to Enviva Inc.	$	(116,899)	$	(45,307)
Loss per common share:
Basic and diluted	$	(1.75)	$	(0.71)
Weighted-average number of shares outstanding:
Basic and diluted	67,363		65,028

See accompanying notes to condensed consolidated financial statements.

5

ENVIVA INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Loss

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2023		2022
Net loss	$	(116,859)	$	(45,307)
Other comprehensive loss, net of tax of $0
Currency translation adjustment	1		(32)
Total comprehensive loss	(116,858)		(45,339)
Less comprehensive (income) attributable to noncontrolling interests	(40)		—
Comprehensive loss attributable to Enviva Inc.	$	(116,898)	$	(45,339)

See accompanying notes to condensed consolidated financial statements.

6

ENVIVA INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Shareholders’ Equity

(In thousands)

(Unaudited)

	Common Shares			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Equity Attributable to Enviva Inc.		Noncontrolling Interests		Total Shareholder’s Equity
	Shares	Amount
Shareholders’ Equity, December 31, 2022	66,966	$	67	$	502,554	$	(168,307)	$	197	$	334,511	$	(47,755)	$	286,756
Dividends declared	—	—		(60,940)		—		—		(60,940)		—		(60,940)
Common shares issued in lieu of dividends	188	—		8,698		—		—		8,698		—		8,698
Payments for withholding tax and number of shares issued associated with Long-Term Incentive Plan vesting	574	1		(15,265)		—		—		(15,264)		—		(15,264)
Non-cash equity-based compensation and other costs	—	—		16,708		—		—		16,708		—		16,708
Support Payments	—	—		9,821		—		—		9,821		—		9,821
Other comprehensive loss	—	—		—		—		1		1		—		1
Net loss	—	—		—		(116,899)		—		(116,899)		40		(116,859)
Shareholders’ Equity, March 31, 2023	67,728	$	68	$	461,576	$	(285,206)	$	198	$	176,636	$	(47,715)	$	128,921

	Common Shares			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Equity Attributable to Enviva Inc.		Noncontrolling Interests		Total Shareholders’ Equity
	Shares	Amount
Shareholders’ Equity, December 31, 2021	61,138	$	61	$	317,998	$	—	$	299	$	318,358	$	(47,694)	$	270,664
Dividends declared	—	—		(58,957)		—		—		(58,957)		—		(58,957)
Issuance of common shares, net	4,945	5		333,186		—		—		333,191		—		333,191
Common shares issued in lieu of dividends	110	—		7,839		—		—		7,839		—		7,839
Payments for withholding tax and number of shares issued associated with Long-Term Incentive Plan vesting	366	1		(16,365)		—		—		(16,364)		—		(16,364)
Non-cash equity-based compensation and other costs	—	—		10,235		—		—		10,235		—		10,235
Other comprehensive loss	—	—		—		—		(32)		(32)		—		(32)
Net loss	—	—		—		(45,307)		—		(45,307)		—		(45,307)
Shareholders’ Equity, March 31, 2022	66,559	$	67	$	593,936	$	(45,307)	$	267	$	548,963	$	(47,694)	$	501,269

See accompanying notes to condensed consolidated financial statements

7

ENVIVA INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2023		2022
Cash flows from operating activities:
Net loss	$	(116,859)	$	(45,307)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	34,674		22,559
Interest expense pursuant to repurchase accounting	40,373		—
Amortization of debt issuance costs, debt premium, and original issue discounts	654		647
Loss on disposal of assets	3,629		901
Non-cash equity-based compensation and other expense	16,708		10,260
Fair value changes in derivatives	(439)		(1,485)
Unrealized loss on foreign currency transactions, net	113		98
Change in operating assets and liabilities:
Accounts and other receivables	39,045		26,328
Prepaid expenses and other current and long-term assets	14,387		(426)
Inventories	(15,027)		(7,733)
Finished goods subject to repurchase accounting	(27,242)		—
Derivatives	438		(125)
Accounts payable, accrued liabilities, and other current liabilities	(42,012)		(28,939)
Deferred revenue	104,094		—
Accrued interest	(15,846)		(12,451)
Other long-term liabilities	(4,818)		(7,250)
Net cash provided by (used in) operating activities	31,872		(42,923)
Cash flows from investing activities:
Purchases of property, plant, and equipment	(72,194)		(53,051)
Payment for acquisition of a business	—		(5,000)
Net cash used in investing activities	(72,194)		(58,051)
Cash flows from financing activities:
Principal payments on senior secured revolving credit facility, net	(280,000)		(172,000)
Proceeds from debt issuance	102,900		—
Principal payments on other long-term debt and finance lease obligations	(12,089)		(4,839)
Cash paid related to debt issuance costs and deferred offering costs	(1,662)		(591)
Support payments received	9,821		—
Proceeds from sale of finished goods subject to repurchase accounting	14,887		—
Proceeds from issuance of Series A convertible preferred shares, net	248,583		—
Proceeds from issuance of Enviva Inc. common shares, net	—		333,615
Cash dividends	(56,556)		(52,037)
Payment for withholding tax associated with Long-Term Incentive Plan vesting	(15,265)		(16,364)
Net cash provided by financing activities	10,619		87,784
Net decrease in cash, cash equivalents, and restricted cash	(29,703)		(13,190)
Cash, cash equivalents, and restricted cash, beginning of period	251,077		18,518
Cash, cash equivalents, and restricted cash, end of period	$	221,374	$	5,328

See accompanying notes to condensed consolidated financial statements.

8

ENVIVA INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Continued)

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2023		2022
Non-cash investing and financing activities:
Property, plant, and equipment acquired included in accounts payable and accrued liabilities	$	(108)	$	9,534
Supplemental information:
Interest paid, net of capitalized interest	$	38,899	$	21,612

See accompanying notes to condensed consolidated financial statements.

9

ENVIVA INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(In thousands, except number of shares or units, per share, and unless otherwise noted)

(1) Description of Business and Basis of Presentation

Enviva Inc. supplies utility-grade wood pellets primarily to major power generators under long-term, take-or-pay off-take contracts. We procure wood fiber and process it into utility-grade wood pellets and load the finished wood pellets into railcars, trucks, and barges for transportation to deep-water marine terminals, where they are received, stored, and ultimately loaded onto oceangoing vessels for delivery to our customers principally in the United Kingdom (the “U.K.”), the European Union (the “EU”), and Japan.

We own and operate ten industrial-scale wood pellet production plants located in the Southeastern United States. In addition to the volumes from our plants, we also procure wood pellets from third parties. Wood pellets are exported from our wholly owned deep-water marine terminal at the Port of Chesapeake, Virginia, terminal assets at the Port of Wilmington, North Carolina, and at the Port of Pascagoula, Mississippi, and from third-party deep-water marine terminals in Mobile, Alabama, Panama City, Florida, and Savannah, Georgia under a short-term contract, a long-term contract, and a lease and associated terminal services agreement, respectively.

Basis of Presentation

Principles of Consolidation

Our consolidated financial statements include the accounts of Enviva and its wholly owned subsidiaries and controlled subsidiaries, including variable interest entities in which we are the primary beneficiary as we have the sole power to direct the activities that most impact the economics of the variable interest entities. All intercompany balances and transactions have been eliminated in consolidation.

Unaudited Financial Statements

The unaudited 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 Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements.

In the opinion of 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. 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 financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2022, which include the names of legal entities that are our subsidiaries and which also include defined terms used in the unaudited financial statements.

Reclassification

Certain prior year amounts have been reclassified from operating lease liabilities to other long-term liabilities to conform to current period presentation on the consolidated statements of cash flows.

(2) Significant Accounting Policies

During interim periods, we follow the accounting policies disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022.

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 our consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates.

Recently Issued Accounting Standards not yet Adopted

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

10

ENVIVA INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of shares or units, per share, and unless otherwise noted)

(3) Revenue

See Note 3, Revenue to the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022.

Performance Obligations

As of March 31, 2023, the aggregate amount of consideration from contracts with customers allocated to the performance obligations that were unsatisfied or partially satisfied was approximately $19.1 billion. This amount excludes forward prices related to variable consideration including inflation, foreign currency, and commodity prices. Also, this amount excludes the effects of the related foreign currency derivative contracts as they do not represent contracts with customers. We expect to recognize approximately 5.0% of our remaining performance obligations during the remainder of 2023, an additional 8.0% in 2024, and the balance thereafter. Our off-take contracts expire at various times through 2045 and our terminal services contract with a customer expires in 2023.

Variable Consideration

For the three months ended March 31, 2023, product sales revenue was increased by an insignificant amount related to performance obligations satisfied in previous periods. For the three months ended March 31, 2022, we recognized $0.3 million of product sales revenue related to performance obligations satisfied in previous periods. There was no variable consideration from our terminal services contract for the three months ended March 31, 2023 and 2022.

Contract Balances

Accounts receivable related to product sales as of March 31, 2023 and December 31, 2022 were $108.7 million and $160.4 million, respectively. Of these amounts, $89.3 million and $136.1 million, as of March 31, 2023 and December 31, 2022 respectively, related to amounts that were not yet billable under our contracts with customers pending finalization of prerequisite billing documentation. The amounts that had not been billed are billed upon receipt of prerequisite billing documentation, where substantially all is typically billed one to two weeks after full loading of the vessel, and where the remaining balance is typically billed one to two weeks after discharge of the vessel. Accounts receivable also included $20.1 million and $9.4 million, as of March 31, 2023 and December 31, 2022 respectively, related to distribution costs recoverable from the customer through the cost pass-through mechanism where the costs and their recovery are included in cost of goods sold.

Customer Assets

As of March 31, 2023, the balance of the customer assets is $141.6 million, which relate to payments we paid, or will pay, to customers in exchange for rescheduling and/or re-pricing our take-or-pay agreements.

During the three months ended March 31, 2023, we agreed to pay an additional $5.2 million to certain customers with whom we have long-term, take-or-pay off-take contracts. Additionally, $3.5 million was amortized as a reduction to product sales revenue. We had no amortization during the three months ended March 31, 2022. The asset has been tested for recoverability, which involves a comparison of the contract price we expect to receive under the related take-or-pay agreement, reduced by the amortization of the contract asset, compared to our expected costs to produce, procure and deliver the volumes specified in the contract. The expected costs of producing volumes in the future require estimates, including estimates of manufacturing throughput volumes and future energy, fiber, shipping, distribution, and overhead costs. Actual results could be different than these estimates, and our estimates could change in the future based upon new facts and circumstances and could result in these assets no longer being recoverable.

Our obligation to make future payments under the terms of our modified agreements as of March 31, 2023, included $36.8 million in customer liabilities and $24.8 million in other long-term liabilities, and as of December 31, 2022, included $75.2 million in customer liabilities and $26.4 million in other long-term liabilities.

Repurchase Accounting

During the three months ended December 31, 2022, we entered into various agreements to sell and purchase wood pellets with an existing customer through 2025 at a fixed price per metric ton (“MT”). Under these agreements, the quantities we agreed to purchase exceeded the quantities we agreed to sell. Under the revenue accounting standard, these sale and purchase agreements were combined with existing sale agreements because the 2022 agreements were entered into at or near the same time with the same customer and were negotiated as a package with a single commercial objective. We accounted for the

11

ENVIVA INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of shares or units, per share, and unless otherwise noted)

combined contract as a modification of the existing enforceable rights and obligations of our long-term, take-or-pay off-take contracts with the same customer. The contact modification was considered to be the termination of the existing contract and the creation of a new contract. We allocated the total remaining transaction price (which includes any additional transaction price from the modification) to the remaining quantities to be transferred under the modified contract. As of March 31, 2023 and December 31, 2022, we had $73.7 million and $72.7 million, respectively, of deferred revenue for consideration received from the customer in excess of the amounts allocated to the wood pellets transferred to that customer under the modified contract.

Under the repurchase agreement requirements in the revenue standard, the wood pellets subject to repurchase were accounted for as a financing arrangement because the purchase prices exceed the original selling prices of the wood pellets under the modified contract. As a result, we recognized a financial liability for an amount equal to the selling prices of the wood pellets under the modified contract. Over the period between when volumes are delivered to this customer and when corresponding volumes are purchased from this customer, the difference between the selling price of the wood pellets under the modified contract and the contractual purchase price will be recognized as interest expense with a corresponding increase to the financial liability. During the three months ended March 31, 2023, the product delivered under the modified contract recognized as an increase to the financial liability was $28.7 million and interest expense of $40.4 million was recognized as an increase to the financial liability. The financial liability including interest expense classified as a current liability as of March 31, 2023 and December 31, 2022 was $180.9 million and $111.9 million, respectively. The financial liability was classified as a current liability as the repurchases corresponding to the volumes delivered are expected to all occur in 2023.

Under repurchase accounting as a financing arrangement, we continued to recognize the volumes delivered as finished goods inventory at a carrying value of $120.3 million and $95.3 million as of March 31, 2023 and December 31, 2022, respectively, which include all costs directly incurred in bringing those delivered volumes to their existing location. When the future volumes are purchased and sold to different customers, the product sales recognized will be based on the finished goods inventory cost of the previously delivered volumes, not the repurchase price. During the three months ended March 31, 2023, the finished goods inventory carrying cost was impacted by an impairment expense of $2.3 million resulting from the cost exceeding the estimated net realizable value.

Contract Modification

During the three months ended March 31, 2023, we received $100.0 million from a customer to modify a long-term off-take contract. Also, in connection with the contract modification we agreed to narrow the specifications of the wood pellets delivered under the long-term off-take contract in return for an increase in the contract price per MT. The prepayment of the $100.0 million will be amortized against the increase of the contract sale price per MT and recognized as deliveries are made through 2039.

As of March 31, 2023, $7.1 million was included in short-term deferred revenue and $92.5 million was included in long-term deferred revenue.

(4) Significant Risks and Uncertainties, Including Business and Credit Concentrations

Our business is significantly impacted by greenhouse gas emission and renewable energy legislation and regulations in the U.K., the EU as well as its member states, and Japan. If the U.K., the EU or its member states, or Japan significantly modify such legislation or regulations, then our ability to enter into new contracts as our existing contracts expire may be materially affected.

One rail service provider transports wood pellet production for four of our ten production plants to the applicable terminal. Labor strikes or other disruptions to rail service could materially impact our ability to transport our finished products to port for delivery to customers.

In addition to pellets sold from our own production, we procure wood pellets from third parties to resell under our long-term off-take arrangements and other sales agreements. During the three months ended March 31, 2023 and 2022, we purchased approximately $13.8 million and $9.4 million, respectively, of wood pellets under long-term contracts with third parties. For the three months ended March 31, 2023, our four largest suppliers of wood pellets purchased represented 28%, 28%, 15%, and 15% of these purchases.

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ENVIVA INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of shares or units, per share, and unless otherwise noted)

Our product sales are primarily to industrial customers located in the U.K., Denmark, Japan, Belgium, and the Netherlands. Product sales to third-party customers that accounted for 10% or a greater share of consolidated product sales were as follows:

	Three Months Ended March 31,
	2023		2022
Customer A	38	%	22	%
Customer B	10	%	3	%
Customer C	10	%	18	%
Customer D	8	%	15	%
Customer E	—	%	19	%
Customer G	13	%	8	%

(5) Inventories

Inventories consisted of the following as of:

	March 31, 2023		December 31, 2022
Raw materials and work-in-process	$	21,935	$	23,272
Consumable tooling	31,045		28,548
Finished goods on hand	12,427		11,794
Finished goods subject to repurchase accounting	120,339		95,270
Total inventories	$	185,746	$	158,884

(6) Property, Plant, and Equipment, net

Property, plant, and equipment, net consisted of the following as of:

	March 31, 2023		December 31, 2022
Land	$	26,491	$	26,491
Land improvements	77,380		77,126
Buildings	449,305		440,894
Machinery and equipment	1,329,796		1,299,385
Vehicles	10,222		9,667
Furniture and office equipment	31,482		27,064
Leasehold improvements	23,409		23,409
Property, plant, and equipment	1,948,085		1,904,036
Less accumulated depreciation	(545,414)		(513,876)
Property, plant, and equipment, net	1,402,671		1,390,160
Construction in progress	195,872		194,715
Total property, plant, and equipment, net	$	1,598,543	$	1,584,875

Total capitalized interest related to construction in progress and depreciation expense were as follows:

	Three Months Ended March 31,
	2023		2022
Capitalized interest related to construction in progress	$	4,623	$	5,850
Depreciation expense	34,959		22,725

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ENVIVA INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of shares or units, per share, and unless otherwise noted)

(7) Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following as of:

	March 31, 2023		December 31, 2022
Accrued expenses - compensation and benefits	$	11,554	$	11,942
Accrued expenses - wood pellet purchases and distribution costs	35,673		49,615
Accrued expenses - operating costs and expenses	54,329		51,122
Accrued capital expenditures	8,133		10,960
Other accrued expenses and other current liabilities	23,706		22,858
Accrued and other current liabilities	$	133,395	$	146,497

(8) Long-Term Debt and Finance Lease Obligations

Long-term debt and finance lease obligations at carrying value consisted of the following as of:

	March 31, 2023		December 31, 2022
2026 Notes, net of unamortized discount, premium, and debt issuance costs of $1.9 million and $2.0 million as of March 31, 2023 and December 31, 2022, respectively	$	748,141	$	747,991
Senior secured credit facility - revolving credit borrowings	156,000		436,000
Senior secured credit facility - term loan, net of unamortized discount and debt issuance costs of $3.7 million and $0.0 million as of March 31, 2023 and December 31, 2022, respectively	101,032		—
Epes Tax-Exempt Green Bond, net of unamortized discount and debt issuance costs of $4.3 million and $4.3 million as of March 31, 2023 and December 31, 2022, respectively	245,697		245,727
Bond Tax-Exempt Green Bonds, net of unamortized discount and debt issuance costs of $2.1 million and $2.0 million as of March 31, 2023 and December 31, 2022, respectively	97,939		98,004
New Markets Tax Credit loans, net of unamortized discount and debt issuance costs of $2.5 million and $2.6 million as of March 31, 2023 and December 31, 2021, respectively	28,910		28,791
Seller Note, net of an insignificant amount of unamortized discount as of December 31, 2022(1)	—		8,705
Other loans	5,195		5,418
Finance leases	25,475		22,123
Total long-term debt and finance lease obligations	1,408,389		1,592,759
Less current portion of long-term debt and finance lease obligations	(15,313)		(20,993)
Long-term debt and finance lease obligations, excluding current installments	$	1,393,076	$	1,571,766

(1)The outstanding principal of the Seller Note of $8.8 million and an insignificant amount of accrued interest were repaid in full at maturity in February 2023.

The estimated carrying amount and fair value of long-term debt as of March 31, 2023 was $1.4 billion and $1.2 billion, respectively and as of December 31, 2022 was $1.6 billion and $1.5 billion, respectively.

As of March 31, 2023 and December 31, 2022, we were in compliance with the covenants and restrictions associated with, and no events of default existed under, the loan and indenture agreements governing the 2026 Notes, senior secured credit facility, new markets tax credit loans, Epes Tax-Exempt Green Bonds, and Bond Tax-Exempt Green Bonds, each of which is described in more detail in Note 12, Long-Term Debt and Finance Lease Obligations to the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022.

2026 Notes

The 2026 Notes are guaranteed jointly and severally on a senior unsecured basis by most of our existing subsidiaries and may be guaranteed by certain future restricted subsidiaries.

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ENVIVA INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of shares or units, per share, and unless otherwise noted)

Senior Secured Credit Facility

In January 2023, under our senior secured credit facility, we entered into a senior secured term loan facility providing for $105.0 million principal amount, maturing in June 2027. Borrowing rates are variable and calculated as the Secured Overnight Financing Rate plus 4.00% per annum. We used the proceeds to repay revolver borrowings under our senior secured revolving credit facility and pay fees and costs.

Our obligations under the senior secured credit facility are guaranteed by certain of our subsidiaries and secured by liens on substantially all of our assets; however, the senior secured credit facility is not guaranteed by Enviva Wilmington Holdings, LLC or Enviva Pellets Epes, LLC, or secured by liens on their assets.

As of March 31, 2023 and December 31, 2022, we had $413.0 million and $133.0 million, respectively, available under our senior secured revolving credit facility, net of $1.0 million and $1.0 million, respectively, of letters of credit outstanding.

(9) Income Taxes

Our provision for income taxes is based on the estimated annual effective tax rate, plus discrete items. The effective tax rate for the three months ended March 31, 2023 and 2022 was 0.0%. The effective tax rate was primarily due to the full valuation allowance against the net deferred tax asset.

(10) Mezzanine Equity

On February 28, 2023, the Company and certain accredited investors (the “Investors”), entered into subscription agreements (the “Subscription Agreements”) to sell shares of Series A Preferred Stock of the Company, par value $0.001 per share (“Preferred Shares”) in a private placement (the “Private Placement”). The Private Placement priced at the official closing price of the New York Stock Exchange on March 1, 2023, which was $37.71. On March 20, 2023, we closed the Private Placement and issued 6,605,671 Preferred Shares and received gross proceeds of $249.1 million. We incurred $0.5 million of issuance costs and intend to use the net proceeds of $248.6 million to fund our growth capital program and for general corporate purposes. We initially used the net proceeds to repay borrowings under our senior secured revolving credit facility.

Each Preferred Share is convertible into one share of common stock of the Company, par value $0.001 per share, subject to adjustment for any stock dividends, splits, combinations, and similar events, and will automatically convert into common stock upon shareholder approval of the conversion by a majority of the votes cast, which is expected to be obtained on or before June 15, 2023. The Subscription Agreements contain customary representations, warranties, and covenants of the Company and the Investors, including an agreement by the Company to seek shareholder approval of the issuance of common stock to the Investors. On February 28, 2023, the Investors entered into a voting agreement, pursuant to which they agreed to vote shares of common stock held by them in favor of the conversion.

The Preferred Shares are redeemable only upon the occurrence of a deemed liquidation event where the holders would be entitled to receive cash or the value of the property, rights or securities paid or distributed to such holders by the Company or the acquiring person, firm or other entity. Effecting a deemed liquidation event would require approval of the board of directors of the Company (the “Board) and the holders control the Board. As the occurrence of a deemed liquidation event is not solely within our control, the Preferred Shares are presented as mezzanine equity. As the Preferred Shares are not currently redeemable or probable of becoming redeemable, their balance continues to be recorded at their gross proceeds, net of their issuance costs.

The holders of the Preferred Shares are entitled to participate equally and ratably with the holders of the common stock in all dividends or other distributions on the shares of common stock. The Preferred Shares rank senior in preference and priority to all classes or series of common stock with respect to dividend rights and rights upon liquidation, dissolution, or winding up of the Company. As the Preferred Shares do not share in our losses, no adjustment was required to our net loss per common share.

On March 20, 2023, in connection with the closing of the Private Placement, the Company and Investors entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file and maintain a registration statement with respect to the resale of the shares of common stock issuable upon conversion of the Preferred Shares on the terms set forth therein. The Registration Rights Agreement also provides certain Investors with customary piggyback registration rights.

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ENVIVA INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of shares or units, per share, and unless otherwise noted)

(11) Shareholders’ Equity

Dividend Reinvestment

Pursuant to a dividend reinvestment plan with respect to a portion of the shares of common stock held by our former sponsor, we issued 188,321 shares of common stock in lieu of cash dividends of $8.7 million during the three months ended March 31, 2023 and 110,387 shares of common stock in lieu of cash dividends of $7.8 million during the three months ended March 31, 2022. See Note 15, Equity - Simplification Transaction to the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022.

Cash Dividends

During the three months ended March 31, 2023, we declared dividends of $0.905 per common share totaling $60.9 million. During the three months ended March 31, 2022, we declared dividends of $0.86 per common share totaling $59.0 million.

(12) Equity-Based Awards

Enviva Inc. Long-Term Incentive Plan (“LTIP”)

Employee Awards

The following table summarizes information regarding restricted stock unit awards (the “Employee Awards”) under the LTIP:

	Time-Based Restricted Stock Units			Performance-Based Restricted Stock Units			Total Employee Awards Restricted Stock Units
	Units	Weighted-Average Grant Date Fair Value (per unit)(1)		Units	Weighted-Average Grant Date Fair Value (per unit)(1)		Units	Weighted-Average Grant Date Fair Value (per unit)(1)
Nonvested December 31, 2022	751,603	$	61.19	546,169	$	52.17	1,297,772	$	57.39
Granted	658,659	$	42.91	172,397	$	47.27	831,056	$	43.81
Forfeitures	(10,208)	$	52.03	(5,963)	$	55.79	(16,171)	$	53.41
Vested	(359,448)	$	39.81	(82,514)	$	43.43	(441,962)	$	40.49
Nonvested March 31, 2023	1,040,606	$	51.10	630,089	$	51.55	1,670,695	$	51.27

(1) Determined by dividing the aggregate grant date fair value of awards by the number of units.

During the three months ended March 31, 2023, we issued a one-time discretionary equity-based award to our employees. We issued 272,906 common shares to 487 employees and recognized non-cash equity-based compensation expense of $8.4 million associated with the common shares issued.

The unrecognized estimated non-cash equity-based compensation expense relating to outstanding Employee Awards as of March 31, 2023 was $55.4 million, which will be recognized over the remaining vesting period.

Director Awards

The following table summarizes information regarding restricted stock unit awards to independent directors of the Company under the LTIP:

	Time-Based Restricted Stock Units
	Units	Weighted-Average Grant Date Fair Value (per unit)(1)
Nonvested December 31, 2022	18,729	$	72.07
Granted	34,167	$	45.48
Vested	(18,729)	$	72.07
Nonvested March 31, 2023	34,167	$	45.48

(1) Determined by dividing the aggregate grant date fair value of awards by the number of units.

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ENVIVA INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except number of shares or units, per share, and unless otherwise noted)

Restricted Shares

Certain employees previously received Series B units of our former sponsor that were intended to constitute “profits interests” as defined by the Internal Revenue Service that, due to the Simplification Transaction, converted to common shares of the Company. The common shares subject to restriction have had or will have their restrictions released as follows: one-third on each of December 31, 2022, 2023, and 2024. The unrecognized estimated non-cash equity-based compensation and other expense relating to outstanding common shares subject to restriction as of March 31, 2023 was $20.0 million, which will be recognized over the remaining vesting period.

(13) Net Loss per Enviva Inc. Common Share

We use the two-class method to calculate basic and diluted earnings per common share which requires earnings per share for each class of stock. Net loss attributable to common shareholders is increased for dividend equivalent rights paid on time-based restricted stock units during the period. Series A preferred stock does not share in a proportionate allocation of undistributed losses as it has no contractual obligation to share in losses of the Company.

Net loss per basic and diluted Enviva Inc. common share were computed as follows:

	Three Months Ended March 31,
	2023		2022
Net loss attributable to Enviva Inc.	$	(116,899)	$	(45,307)
Dividend equivalent rights paid on time-based restricted stock units	(854)		(962)
Net loss attributable to Enviva Inc. common stockholders	$	(117,753)	$	(46,269)
Weighted average shares outstanding - basic and diluted	67,363		65,028
Net loss per common share - basic and diluted	$	(1.75)	$	(0.71)

(14) Subsequent Event

On May 2, 2023, our Board adopted a program for the possible opportunistic repurchase of up to $100.0 million of our common stock. Purchases may be made from time to time in the open market, in privately negotiated transactions, or otherwise. The manner, timing, and amount of any purchases will be determined based on our evaluation of market conditions, stock price, compliance with outstanding agreements and other factors, may be commenced or suspended at any time without notice and does not obligate the Company to purchase shares during any period or at all.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless otherwise stated or the context otherwise indicates, “we,” “us,” “our,” or the “Company” refer to Enviva Inc. and its subsidiaries. References to “our former sponsor” refer to Enviva Holdings, LP and to “our former General Partner” refer to Enviva Partners GP, LLC, a wholly owned subsidiary of our former sponsor. References to the “Simplification Transaction” refer to the acquisition of our former sponsor and former General Partner on October 14, 2021.

The following discussion and analysis should be read in conjunction with Management’s Discussion and Analysis in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”) as filed with the U.S. Securities and Exchange Commission (the “SEC”). Our 2022 Form 10-K contains a discussion of other matters not included herein, such as disclosures regarding critical accounting policies and estimates. You should also read the following discussion and analysis together with the risk factors set forth in the 2022 Form 10-K, Item 1A. “Risk Factors” and the factors described under “Cautionary Statement Regarding Forward-Looking Information” and Item 1A. “Risk Factors” in this Quarterly Report on Form 10-Q for information regarding certain risks inherent in our business.

Basis of Presentation

The following discussion about matters affecting the financial condition and results of operations of the Company should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included in this report and the audited consolidated financial statements and related notes that are included in the 2022 Form 10-K. Among other things, those financial statements and the related notes include more detailed information regarding the basis of presentation for the following information.

Business Overview

We develop, construct, acquire, and own and operate, fully contracted wood pellet production plants where we aggregate a natural resource, wood fiber, and process it into dry, densified, uniform pellets that can be effectively stored and transported around the world. We primarily sell our wood pellets through long-term, take-or-pay off-take contracts with creditworthy customers in the United Kingdom, the European Union, and Japan, who use our wood pellets to displace coal and other fossil fuels to generate power and heat as part of their efforts to accelerate the energy transition away from conventional energy sources. Our wood pellets meet the criteria put forth by the European Union’s Renewable Energy Directive (“RED II”) which includes biomass in its definition of renewable energy. The wood pellets we produce are viewed by our customers as a critical component of their efforts to reduce life-cycle greenhouse gas emissions in their core energy generation or industrial manufacturing processes and to mitigate the impact of climate change. We believe that our wood pellets also have potential applicability to hard-to-abate sectors as bio-based raw material feedstock to industrial processes formerly provided by fossil fuels where their use could reduce greenhouse gas emissions on a lifecycle basis and to generate process steam and heat in heavy industrial manufacturing like lime, sugar, steel, and cement, and to generate aviation fuels and other liquids.

We own and operate ten plants (collectively, “our plants”) with a combined production capacity of approximately 6.2 million metric tons (“MT”) of wood pellets per year (“MTPY”) in Virginia, North Carolina, South Carolina, Georgia, Florida, and Mississippi, the production of which is fully contracted with a few of our contracts extending well into the 2040s. We export our wood pellets to global markets through our deep-water marine terminal at the Port of Chesapeake, Virginia, terminal assets at the Port of Wilmington, North Carolina and the Port of Pascagoula, Mississippi, and from third-party deep-water marine terminals in Savannah, Georgia, Mobile, Alabama, and Panama City, Florida. In 2022, we commenced construction of our fully contracted wood pellet production plant in Epes, Alabama (the “Epes plant”), which is designed and permitted to produce more than one million MTPY of wood pellets. In addition, in 2022, we commenced the development of a wood pellet production plant in Bond, Mississippi (the “Bond plant”) which is designed to produce more than one million MTPY of wood pellets. In March 2023, we received the construction permit for the Bond plant. All of our facilities are located in geographic regions with low input costs and favorable transportation logistics. Owning these cost-advantaged assets in a rapidly expanding industry provides us with a platform to generate stable cash flows. Our plants are sited in robust fiber baskets providing stable pricing for the low-grade fiber used to produce wood pellets. Our raw materials are byproducts of the sawmilling process or traditional timber harvesting, principally low-value wood materials, such as trees generally not suited for sawmilling or other manufactured forest products, and tree tops and limbs, understory, brush, and slash that are generated in a harvest.

Our primary sales strategy is to fully contract the wood pellet production from our plants under long-term, take-or-pay off-take contracts with a diversified and creditworthy customer base. Our long-term off-take contracts typically provide for fixed-price deliveries that often include provisions that escalate the price over time and provide for other margin protection. For 2023, our production capacity from our wood pellet production plants is contracted under our existing long-term, take-or-pay off-take contracts. In addition to generating durable cash flow from long-term, take-or-pay off-take contracts, we monitor sustained dislocations in the marketplace, and opportunistically transact when pricing dynamics and contract flexibility provide avenues

18

to generate incremental gross margin. These commercial activities are aligned with the terms of many of our off-take contracts, which generally provide us with the opportunity to flex a certain percentage of contracted shipments up or down. That flexibility, enabled by our multi-plant profile and scale, can create opportunities to optimize our gross margin when we sell under short-term contracts in times when spot market prices are elevated or, conversely, to purchase third-party volumes during times when spot market prices are depressed. However, these commercial activities are subject to market dynamics that can vary drastically; as a result, the financial impact of these activities may vary significantly from period to period.

Our largest customers use our wood pellets as a substitute fuel for coal in dedicated biomass or co-fired coal power plants. Wood pellets serve as a suitable “drop-in” alternative to coal because of their comparable heat content, density, and form. Due to the uninterruptible nature of our customers’ fuel consumption, our customers require a reliable supply of wood pellets that meet stringent product specifications. We have built our operations and assets to deliver and certify the highest levels of product quality and our track record of reliable deliveries enables us to charge premium prices for this certainty. In addition to our customers’ focus on the reliability of supply, they are concerned about the combustion efficiency of the wood pellets and their safe handling. Because combustion efficiency is a function of energy density, particle size distribution, ash/inert content, and moisture, our customers require that we supply wood pellets meeting minimum criteria for a variety of specifications and, in some cases, provide incentives for exceeding our contract specifications.

Recent Developments

Mezzanine Equity

On February 28, 2023, the Company entered into subscription agreements (the “Subscription Agreements”) with certain accredited investors (the “Investors”) to sell shares of Series A Preferred Stock of the Company, par value $0.001 per share (“Preferred Shares”), in a private placement for gross proceeds of $249.1 million (the “Private Placement”). The Private Placement priced at the official closing price of the New York Stock Exchange on March 1, 2023, which was $37.71. The Company issued 6,605,671 Preferred Shares, effective March 20, 2023, to the Investors pursuant to the Subscription Agreements. Each Preferred Share is convertible into one share of common stock of the Company, par value $0.001 per share, subject to adjustment for any stock dividends, splits, combinations, and similar events, and will automatically convert into common stock upon shareholder approval of the conversion by a majority of the votes cast, which is expected to be obtained on or before June 15, 2023. We incurred $0.5 million of issuance costs and intend to use the net proceeds of $248.6 million to fund our growth capital program and for general corporate purposes. We initially used the net proceeds to repay borrowings under our senior secured revolving credit facility.

Term Loan

In January 2023, under our senior secured credit facility, we entered into a senior secured term loan facility providing for $105.0 million principal amount, maturing in June 2027. Borrowing rates are variable and calculated as the Secured Overnight Financing Rate plus 4.00% per annum. We used the proceeds to repay revolver borrowings under our senior secured credit facility and pay fees and costs.

Mississippi Tornado

In March 2023, a strong tornado touched down in Amory, Mississippi which caused damage to our 115,000 MTPY wood pellet production plant located in Amory, Mississippi (the “Amory plant”). Our other plants and ports in the region were not impacted. We maintain insurance coverage for property damage, inclusive of business interruption and casualty. Operations at the Amory plant have been suspended pending a full review of the damage. Given the small size of the Amory plant relative to the more than six million metric tons of installed production capacity across our portfolio, the impact to customers and to our financial performance is expected to be minimal. During the three months ended March 31, 2023, we recorded in cost of goods sold a $1.2 million impairment of plant assets, inventory, and finished goods which was offset by $1.0 million of insurance recoveries. We continue to assess any temporary impact on our operations.

Product Sales Contracted Backlog

As of April 1, 2023, our total weighted-average remaining term of take-or-pay off-take contracts is approximately 14.0 years, with a total contracted revenue backlog of approximately $23.0 billion. This amount includes forward prices related to variable consideration including inflation, foreign currency, and commodity prices. Also, this amount includes the effects of the related foreign currency derivative contracts.

19

Factors Impacting Comparability of Our Financial Results

Accounting for Wood Pellets Sale Contracts as a Financing Arrangement (“Deferred Gross Margin Transactions”)

In the fourth quarter of 2022, we entered into agreements with a customer to purchase approximately 1.8 million MT of wood pellets between 2023 and 2025 (the “new purchase agreements”). The new purchase agreements were priced at market prices in effect at the time of the agreements. At that time, we entered into additional wood pellet sales contracts that together with the existing sales contracts totaled approximately 2.8 million MT with deliveries between 2022 and 2026. The customer uses the wood pellets purchased from us in its power generation business and is also one of the largest traders of wood pellets in the world. The purchases from this customer are part of our strategy to secure approximately 15% to 20% of our product sales volumes from third parties, which diversifies sources of product volumes and enables us to ship from additional locations to optimize shipping and delivery optionality.

Under accounting principles generally accepted in the United States (“GAAP”), the new purchase agreements constituted a contract modification. Because the scope of the modification resulted in a net decrease in future sales volumes to the customer, we were required to account for the modification as if we had terminated the existing sale contracts and created a new, single contract. In addition, the new purchase agreements constitute a repurchase agreement under GAAP and are required to be accounted for as a financing arrangement.

During the three months ended March 31, 2023, gross proceeds of $29.7 million received from the sale of 0.1 million MT of wood pellets delivered to the customer were reflected as a financing transaction and deferred revenue on our condensed consolidated balance sheet. During the three months ended March 31, 2023, cost of goods sold of $25.1 million was included in finished good inventory as of March 31, 2023. In addition, during the three months ended March 31, 2023, interest expense of $40.4 million was recorded to financing liabilities based on the difference between the blended sales price and the future purchase price per MT of the pellets subject to repurchase.

As of March 31, 2023, the remaining MT to be sold under the existing sale contracts through 2026 was 2.2 million MT. During the three months ended March 31, 2023, there were no purchases under the new purchase agreements for the purchase of approximately 1.8 million MT between 2023 and 2025.

The cash received from the customer of $14.9 million during the three months ended March 31, 2023 under the existing sale contracts is included in net cash provided by financing activities instead of in cash provided by operating activities.

Increased Borrowing under Senior Secured Credit Facility and Higher Interest Rate

During the three months ended March 31, 2023, compared to the three months ended March 31, 2022, we had higher average amounts borrowed and higher interest rates on our senior secured credit facility.

Inflationary Pressures

Heightened levels of inflation and the potential worsening of macro-economic conditions present risks for the Company, our suppliers and our customers. During the three months ended March 31, 2023, we experienced impacts to our labor rates and suppliers have signaled inflation related cost pressures, which flowed through to our costs and pricing. Although inflation impacted our financial results during the first quarter of 2023, if inflation remains at current levels for an extended period, or increases, and we are unable to successfully mitigate the impact, our costs are likely to increase, resulting in pressure on our profits, margins and cash flows, particularly for existing fixed-price contracts. We are not able to quantify the effects of inflation during the three months ended March 31, 2023. In addition, inflation and the increases in the cost of borrowing from rising interest rates could constrain the overall purchasing power of our customers for our products, in particular in the near term to the extent inflation assumptions are less than current inflationary pressures. Rising interest rates will also increase our borrowing costs on new debt and could affect the fair value of our investments. We remain committed to our ongoing efforts to increase the efficiency of our operations and improve the cost competitiveness and affordability of our products and services, which may, in part, offset cost increases from inflation.

Omicron Variant of Novel Coronavirus

During the three months ended March 31, 2022, the Omicron variant of COVID-19 significantly impacted our operations and resulted in $15.2 million of incremental costs. Our contractors and supply chain partners experienced labor-related and other challenges associated with COVID-19 that had a more pronounced than anticipated impact on our operations and project execution schedule. In addition, the prevalence of the Omicron variant of COVID-19 and increased rates of infection across areas in which we operate affected the availability of healthy workers from time to time at our facilities and we experienced

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increased rates of absence in our hourly workforce as workers who contracted COVID-19 quarantined at home. These absences contributed to reduced facility availability and, in some cases, reduced aggregate production levels.

War in Ukraine

The war in Ukraine impacted our operations and resulted in $5.1 million of incremental costs during the three months ended March 31, 2022. Our third-party shipping partners’ operations experienced severe dislocations which incrementally impacted our distribution costs related to demurrage and to loading, transporting, and unloading our wood pellets. In addition, the immediate spike in energy prices negatively impacted the cost of our operations including incremental costs to support continued services from our third-party fiber suppliers and trucking service providers.

How We Evaluate Our Operations

Adjusted Net Income (Loss)

We define adjusted net income (loss) as net income (loss) excluding acquisition and integration costs and other, effects of COVID-19 and the war in Ukraine, Support Payments, Executive separation, and early retirement of debt obligation. We believe that adjusted net income (loss) enhances investors’ ability to compare the past financial performance of our underlying operations with our current performance separate from certain items of gain or loss that we characterize as unrepresentative of our ongoing operations.

Adjusted Gross Margin and Adjusted Gross Margin per Metric Ton

We define adjusted gross margin as gross margin excluding loss on disposal of assets and impairment of assets, non-equity-based compensation and other expense, depreciation and amortization, changes in unrealized derivative instruments related to hedged items, acquisition and integration costs and other, effects of COVID-19 and the war in Ukraine, and Support Payments. We define adjusted gross margin per metric ton as adjusted gross margin per metric ton of wood pellets sold. We believe adjusted gross margin and adjusted gross margin per metric ton are meaningful measures because they compare our revenue-generating activities to our cost of goods sold for a view of profitability and performance on a total-dollar and a per-metric ton basis. Adjusted gross margin and 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 wood pellet production plants and our production and distribution of wood pellets.

Adjusted EBITDA

We define adjusted EBITDA as net income (loss) excluding depreciation and amortization, total interest expense, income tax expense (benefit), early retirement of debt obligation, non-cash equity-based compensation and other expense, loss on disposal of assets and impairment of assets, changes in unrealized derivative instruments related to hedged items, acquisition and integration costs and other, effects of COVID-19 and the war in Ukraine, Support Payments, and Executive separation. 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.

Limitations of Non-GAAP Financial Measures

Adjusted net income (loss), adjusted gross margin, adjusted gross margin per metric ton, and adjusted EBITDA are not financial measures presented in accordance with 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 they exclude some, but not all, items that affect the most directly comparable GAAP financial measures. You should not consider adjusted net income (loss), adjusted gross margin, adjusted gross margin per metric ton, or adjusted EBITDA in isolation or as substitutes for analysis of our results as reported in accordance with GAAP.

Our definitions of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. Please see below for a reconciliation of each of adjusted net income (loss), adjusted gross margin and adjusted gross margin per metric ton, and adjusted EBITDA to the most directly comparable GAAP financial measure.

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Results of Operations

Three Months Ended March 31, 2023 Compared to Three Months Ended March 31, 2022

	Three Months Ended March 31,				Change
	2023		2022
	(in thousands)
Product sales	$	260,248	$	230,912	$	29,336
Other revenue	8,834		2,070		6,764
Net revenue	269,082		232,982		36,100
Cost of goods sold, excluding items below	253,215		211,036		42,179
Loss on disposal of assets	3,629		901		2,728
Selling, general, administrative, and development expenses	30,954		33,691		(2,737)
Depreciation and amortization	34,674		22,559		12,115
Total operating costs and expenses	322,472		268,187		54,285
Loss from operations	(53,390)		(35,205)		(18,185)
Interest expense	(23,393)		(9,970)		(13,423)
Interest expense on repurchase accounting	(40,373)		—		(40,373)
Total interest expense	(63,766)		(9,970)		(53,796)
Other income (expense), net	309		(116)		425
Net loss before income taxes	(116,847)		(45,291)		(71,556)
Income tax expense	12		16		(4)
Net loss	$	(116,859)	$	(45,307)	$	(71,552)

Net revenue

Revenue related to product sales for wood pellets produced or procured by us increased to $260.2 million in the three months ended March 31, 2023 from $230.9 million in the three months ended March 31, 2022. The $29.3 million, or 13%, increase was primarily attributable to a 4% increase in average sale price per MT and a 9% increase in product sales volumes for the three months ended March 31, 2023 as compared to the three months ended March 31, 2022. Product sales exclude the gross proceeds of $29.7 million related to the sale of approximately 0.1 million MT of wood pellets in the first quarter of 2023 pursuant to the Deferred Gross Margin Transactions (see above, “Contracts as a Financing Arrangement (“Deferred Gross Margin Transactions”)”).

Other revenue for the three months ended March 31, 2023 and 2022 included $6.7 million and $0.8 million, respectively, in payments to us for adjusting deliveries under our take-or-pay off-take contracts, which otherwise would have been included in product sales and which was recognized under a breakage model based on when the pellets would have been loaded.

Cost of goods sold

Cost of goods sold increased to $253.2 million for the three months ended March 31, 2023 from $211.0 million for the three months ended March 31, 2022, an increase of $42.2 million, or 20%. The increase in cost of goods sold was primarily a result of a 9% increase in product sales volumes and incremental fiber procurement, plant operating, and shipping costs. The increase in shipping costs is primarily due to the increase in product sales volumes to our customers in Japan. The cost of goods sold exclude $25.1 million inclusive of depreciation and amortization of approximately $2.2 million, which are reflected as inventory in connection with the Deferred Gross Margin Transactions (see above, “Accounting for Wood Pellets Sale Contracts as a Financing Arrangement”). During the three months ended March 31, 2022, the Omicron variant of COVID-19 significantly impacted our operations and resulted in $13.9 million of incremental costs and the war in Ukraine impacted our operations and resulted in $5.1 million of incremental costs.

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Adjusted gross margin and adjusted gross margin per metric ton

	Three Months Ended March 31,				Change
	2023		2022
	(in thousands, except per metric ton)
Reconciliation of gross margin to adjusted gross margin and adjusted gross margin per metric ton:
Gross margin(1)	$	(20,735)	$	(261)	$	(20,474)
Loss on disposal of assets and impairment of assets	3,797		901		2,896
Non-cash equity-based compensation and other expense	3,255		734		2,521
Depreciation and amortization	32,973		21,306		11,667
Changes in unrealized derivative instruments	(2)		(1,610)		1,608
Acquisition and integration costs and other	—		2,801		(2,801)
Effects of COVID-19	—		13,942		(13,942)
Effects of the war in Ukraine	—		5,051		(5,051)
Support Payments	2,050		7,849		(5,799)
Adjusted gross margin	$	21,338	$	50,713	$	(29,375)
Metric tons sold	1,190		1,096		94
Adjusted gross margin per metric ton	$	17.93	$	46.27	$	(28.34)

(1)Gross margin is defined as net revenue less cost of goods sold (including related depreciation and amortization and loss on disposal of assets).

We earned adjusted gross margin of $21.3 million, or $17.93 per MT, for the three months ended March 31, 2023 compared to $50.7 million, or $46.27 per MT, for the three months ended March 31, 2022. The decrease in adjusted gross margin was primarily due to the aforementioned increase in cost of goods sold during the three months ended March 31, 2023 compared to the three months ended March 31, 2022.

Selling, general, administrative, and development expenses

Selling, general, administrative, and development expenses were $31.0 million and $33.7 million for the three months ended March 31, 2023 and 2022, respectively. The $2.7 million decrease in total selling, general, administrative, and development expenses is primarily due to acquisition and integration costs and other of $8.0 million during the three months ended March 31, 2022, versus none during the three months ended March 31, 2023, partially offset by an increase of $2.3 million in non-cash equity-based compensation expense due primarily to a one-time discretionary equity-based award to our employees and an increase of $2.6 million in professional services during the three months ended March 31, 2023.

Depreciation and amortization

Depreciation and amortization expense were $34.7 million and $22.6 million for the three months ended March 31, 2023 and 2022, respectively, primarily due to the Lucedale plant, Pascagoula terminal, and expansion assets placed in service since March 31, 2022.

Total interest expense

We incurred $63.8 million and $10.0 million of total interest expense during the three months ended March 31, 2023 and 2022, respectively. The increase in total interest expense from the prior year was primarily attributable to $40.4 million interest expense associated with the Deferred Gross Margin Transaction, increased borrowings and higher interest rates under our senior secured revolving credit facility, and interest expense on the new markets tax credit loans outstanding only during the three months ended March 31, 2023 and due to decreased capitalized interest related to the construction in progress primarily due to the Lucedale plant, Pascagoula terminal, and expansion assets place in service since March 31, 2022.

Income tax

We recorded an insignificant income tax expense for the three months ended March 31, 2023 and 2022.

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Adjusted net loss

	Three Months Ended March 31,				Change
	2023		2022
	(in thousands)
Reconciliation of net loss to adjusted net loss:
Net loss	$	(116,859)	$	(45,307)	$	(71,552)
Acquisition and integration costs and other	—		10,778		(10,778)
Effects of COVID-19	—		15,189		(15,189)
Effects of the war in Ukraine	—		5,051		(5,051)
Support Payments	2,050		7,849		(5,799)
Adjusted net loss	$	(114,809)	$	(6,440)	$	(108,369)

Adjusted EBITDA

	Three Months Ended March 31,				Change
	2023		2022
	(in thousands)
Reconciliation of net loss to adjusted EBITDA:
Net loss	$	(116,859)	$	(45,307)	$	(71,552)
Add:
Depreciation and amortization	34,674		22,559		12,115
Total interest expense	63,766		9,970		53,796
Income tax expense	12		16		(4)
Non-cash equity-based compensation and other expense	16,006		11,154		4,852
Loss on disposal of assets and impairment of assets	3,797		901		2,896
Changes in unrealized derivative instruments	(2)		(1,610)		1,608
Acquisition and integration costs and other	—		10,778		(10,778)
Effects of COVID-19	—		15,189		(15,189)
Effects of the war in Ukraine	—		5,051		(5,051)
Support Payments	2,050		7,849		(5,799)
Adjusted EBITDA	$	3,444	$	36,550	$	(33,106)

We generated adjusted EBITDA of $3.4 million for the three months ended March 31, 2023 compared to $36.6 million for the three months ended March 31, 2022. The $33.1 million decrease was primarily attributable to the factors described above under the headings “Adjusted gross margin and adjusted gross margin per metric ton” and “Selling, general, administrative, and development expenses.”

Liquidity and Capital Resources

Overview

Our primary sources of liquidity include cash and restricted cash balances, cash generated from operations, availability under our senior secured revolving credit facility and, from time to time, debt and equity offerings. Our primary liquidity needs are to fund working capital, service our debt, invest in maintenance capital expenditures, expansion and optimization of our plants, and greenfield construction projects, or, secondarily, where determined in the discretion of the board of directors of the Company (the “Board”), to pay dividends or repurchase our common stock. We may, pursuant to the current or a future Board authorization, repurchase our common shares when management believes that they are attractively priced. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, and other factors.

We believe cash on hand, cash generated from our operations and the availability of our senior secured revolving credit facility will be sufficient to meet our primary liquidity requirements. However, future capital expenditures, such as expenditures made in relation to acquisitions of plants or terminals, plant development and/or plant expansion projects, and other cash requirements could be higher than we currently expect as a result of various factors. We regularly monitor market conditions, and our liquidity needs and from time to time may raise additional funds through debt or equity financing, through private

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investments in the Company, or through other financing opportunities. Additionally, our ability to generate sufficient cash from our operating activities depends on our future performance, which is subject to general economic, political, financial, competitive, and other factors beyond our control.

Our liquidity as of March 31, 2023, which included cash on hand and availability under our $570.0 million senior secured revolving credit facility, was $634.4 million.

Cash Dividends

During the three months ended March 31, 2023, we declared dividends of $0.905 per common share totaling $60.9 million. The Board has evaluated the Company’s business strategy and opportunities and has determined to not pay dividends at this time and to focus our financial resources primarily on increasing our asset base through organic growth primarily on construction of greenfield facilities and expansion and optimization of our plants as well as inorganic growth through acquisitions. Our Board may decide to pay regular cash dividends to holders of our common stock in the future at their sole discretion. Our Board’s determination with respect to any such dividends, including the record date, the payment date, and the actual amount of the dividend, will depend upon our results of operations, financial condition, liquidity, capital requirements, contractual restrictions, restrictions imposed by applicable law, and other factors that the Board deems relevant at the time of such determination.

Stock Repurchase Program

On May 2, 2023, our Board adopted a program for the possible opportunistic repurchase of up to $100.0 million of our common stock. Purchases may be made from time to time in the open market, in privately negotiated transactions, or otherwise. The manner, timing, and amount of any purchases will be determined based on our evaluation of market conditions, stock price, compliance with outstanding agreements and other factors, may be commenced or suspended at any time without notice and does not obligate the Company to purchase shares during any period or at all.

Capital Requirements

We operate in a capital-intensive industry, which requires significant investments to develop and construct new production and terminal facilities and maintain and upgrade our existing facilities. Our capital requirements primarily have consisted, and we anticipate will continue to consist, of the following:

•Maintenance capital expenditures, which are cash expenditures incurred to maintain our long-term operating income or operating capacity. These expenditures typically include certain system integrity, compliance, and safety improvements; and

•Growth capital expenditures, which are cash expenditures we expect will increase our operating income or operating capacity over the long term. Growth capital expenditures include acquisitions or construction of new capital assets, including new plants and ports, or capital improvements such as expansions to or improvements on our existing capital assets as well as projects intended to extend the useful life of assets.

The classification of capital expenditures as either maintenance or growth is made at the individual asset level during our budgeting process and as we approve, execute, and monitor our capital spending.

We plan to invest $365.0 million to $415.0 million in capital expenditures in 2023. Of that amount, we expect to invest (1) $295.0 million to $325.0 million primarily on the development and construction of the Epes and Bond plants, (2) $50.0 million to $70.0 million primarily on expansion and optimization of our plants, and (3) $20.0 million on maintenance capital expenditures. During the three months ended March 31, 2023, we have invested $72.2 million in capital expenditures.

Our current financing strategy is to fund acquisitions and construction activities with a combination of cash from operations and debt.

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Cash Flows

The following table sets forth a summary of our net cash flows from operating, investing and financing activities for the three months ended March 31, 2023 and 2022:

	Three Months Ended March 31,
	2023		2022
	(in thousands)
Net cash provided by (used in) operating activities	$	31,872	$	(42,923)
Net cash used in investing activities	(72,194)		(58,051)
Net cash provided by financing activities	10,619		87,784
Net decrease in cash, cash equivalents, and restricted cash	$	(29,703)	$	(13,190)

Cash Provided by (Used in) Operating Activities

Net cash provided by operating activities was $31.9 million and net cash used in operating activities was $42.9 million for the three months ended March 31, 2023 and 2022, respectively. The $74.8 million increase in net cash provided by operating activities was primarily due to an increase of $104.1 million in deferred revenue, partially offset by a decrease of $27.2 million related to an increase in finished goods inventory subject to repurchase accounting.

Cash Used in Investing Activities

Net cash used in investing activities was $72.2 million and $58.1 million for the three months ended March 31, 2023 and 2022, respectively. The $14.1 million increase in cash used in investing activities during the three months ended March 31, 2023 compared to the three months ended March 31, 2022 was primarily due to the timing of construction of the Epes plant and on various expansion projects.

Cash Provided by Financing Activities

Net cash provided by financing activities was $10.6 million and $87.8 million for the three months ended March 31, 2023 and 2022, respectively. The $77.2 million decrease in net cash provided by financing activities during the three months ended March 31, 2023 compared to the three months ended March 31, 2022 was primarily attributable to the proceeds from the common stock offering in the three months ended March 31, 2022, which were partially offset by the proceeds from the preferred stock offering in the three months ended March 31, 2023.

Off‑Balance Sheet Arrangements

As of March 31, 2023, we did not have any off‑balance sheet arrangements.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates, and assumptions that affect the amounts reported in our unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. We provide expanded discussion of our significant accounting policies, estimates, and judgments in our Annual Report on Form 10‑K for the year ended December 31, 2022. We believe these accounting policies reflect our significant estimates and assumptions used in preparation of our financial statements. There have been no significant changes to our critical accounting policies and estimates since December 31, 2022.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to our exposure to market risk as disclosed in our 2022 Form 10-K for the year ended December 31, 2022.

Item 4. Controls and Procedures 

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

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As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of Enviva’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b). Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of March 31, 2023, because of the material weakness in our internal control over financial reporting described in Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A of Part II of our Annual Report on our 2022 Form 10-K.

Remediation Plan for the Material Weakness

We evaluated the material weakness and have begun developing and implementing a plan of remediation to strengthen our internal controls related to the customer assets recoverability testing process. We will continue to review, revise, and improve the effectiveness of our internal controls, including taking the following steps to remediate our material weakness:

•Enhance the level of precision at which our internal controls over financial reporting relating to customer asset recoverability assessments are performed and

•Improve our documentation to strengthen the support for the judgments applied in the recoverability analyses

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2023 that have materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

On November 3, 2022, a putative securities class action lawsuit was filed in federal district court in the District of Maryland against Enviva, John Keppler, and Shai Even. On April 3, 2023, the lead plaintiff filed its amended complaint adding Jason E. Paral, Michael A Johnson, Jennifer Jenkins, Don Calloway, and a number of underwriters of the Company’s stock offering made pursuant to the Company’s registration statement and prospectus dated January 19, 2022 as named defendants. The lawsuit asserts claims under Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 thereunder as well as Sections 11 and 15 of the Securities Act based on allegations that the Company made materially false and misleading statements regarding the Company’s business, operations, and compliance policies, particularly relating to its ESG practices. Specifically, the lawsuit alleges that the Company’s statements were misleading as to the environmental sustainability of the Company’s wood pellet production and procurement and the impact such statements would have on the Company’s financials and growth potential. The lawsuit seeks unspecified damages, equitable relief, interest and costs, and attorneys’ fees. Enviva’s motion to dismiss the amended complaint is due on June 2, 2023. Enviva has insurance coverage that, we believe, will cover some or all of its liabilities related to the defense of this matter. However, litigation is inherently uncertain and we cannot be certain that our coverage will be adequate for liabilities actually incurred. Enviva believes the case is without merit and intends to vigorously defend the matter.

Although we may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business, we do not believe that we are a party to any litigation that will have a material adverse impact on our financial condition or results of operations.

Other than the matter listed above, there have been no material changes with respect to the legal proceedings disclosed in our 2022 Form 10-K.

Item 1A. Risk Factors

In May 2023, our Board elected to eliminate our dividend and authorize a share repurchase program. All of the risk factors that we disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022, that could have an adverse impact on our ability to pay dividends also could have an adverse impact on our ability to repurchase shares.

Other than as set forth in this Item 1A, there have been no material changes with respect to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022.

Item 5. Other Information

As previously disclosed, on January 17, 2023, William H. Schmidt, Jr. stepped down from his position as Executive Vice President, Corporate Development, and General Counsel and was appointed to the position of Senior Advisor. In connection with this change, the Company approved the following amendments to Mr. Schmidt’s employment agreement (the “Revised Agreement”), effective May 1, 2023: (i) a base salary of $100,000, (ii) additional compensation of up to $12,500 per week, determined based on the number of hours worked per week in excess of an agreed upon threshold, payable in the Company’s discretion in cash, fully vested shares of common stock, or a combination thereof, and (iii) reimbursement for reasonable business-related expenses, subject to the Company’s business expense reimbursement policy. The Revised Agreement shall remain in effect until May 1, 2024 and shall thereafter renew on a month-to-month basis until terminated by either party. The Revised Agreement replaces and supersedes the Sixth Amended and Restated Employment Agreement, executed on June 4, 2022 (the “Prior Agreement”). Coincident with the effective date of the Revised Agreement, as a result of Mr. Schmidt’s transition to Senior Advisor, Mr. Schmidt will also receive the following severance payments payable in 24 monthly installments: (i) $525,000, Mr. Schmidt’s base salary under the Prior Agreement, (ii) $656,250, Mr. Schmidt’s target annual bonus under the Prior Agreement, (iii) $218,750, a pro-rated target annual bonus for 2023, (iv) reimbursement for benefit continuation payments under the Company’s group health plans equal to the amount Mr. Schmidt pays to effect and continue such coverage for up to 18 months following the effective date of the Revised Agreement, and (v) vesting of all outstanding equity awards under the Company’s long-term incentive plan which, for purposes of any awards subject to performance-based criteria, will be determined based on target performance.

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Item 6. Exhibits

The information required by this Item 6 is set forth in the Exhibit Index accompanying the Quarterly Report on Form 10-Q and is incorporated herein by reference.

EXHIBIT INDEX

Exhibit Number	Exhibit
3.1	Certificate of Incorporation of Enviva Inc. (Exhibit 3.2, Form 8-K filed January 3, 2022, File No. 001-37363)
3.2	Bylaws of Enviva Inc. (Exhibit 3.1, Form 8-K filed November 8, 2022, File No. 001-37363)
4.1	Certificate of Designations of the Series A Preferred Stock of the Company, dated March 20, 2023 (Exhibit 4.1, Form 8-K filed March 24. 2023, File No. 001-37363)
4.2	Registration Rights Agreement, dated March 20, 2023 (Exhibit 4.2, Form 8-K filed March 24. 2023, File No. 001-37363)
10.1	Tenth Amendment to Credit Agreement, dated as of January 14, 2023, by and among Enviva Inc., Enviva, LP, certain other subsidiaries of Enviva Partners, LP, Barclays Bank PLC as administrative agent and collateral agent, and the other lenders and issuing banks party thereto (Exhibit 10.1, Form 8-K filed January 20, 2023, File No. 001-37363)
10.2	Eleventh Amendment to Credit Agreement, dated as of January 17, 2023, by and among Enviva Inc., Enviva, LP, certain other subsidiaries of Enviva Partners, LP, Barclays Bank PLC as administrative agent and collateral agent, and the other lenders and issuing banks party thereto (Exhibit 10.2, Form 8-K filed January 20, 2023, File No. 001-37363)
10.3	Twelfth Amendment to Credit Agreement, dated as of February 24, 2023, by and among Enviva Inc., Enviva, LP, certain other subsidiaries of Enviva Partners, LP, Barclays Bank PLC as administrative agent and collateral agent, and the other lenders and issuing banks party thereto (Exhibit 10.3, Form 10-K filed March 1, 2023, File No. 001-37363)
10.4	Form of Subscription Agreement, dated February 28, 2023, by and among the Company and the Investors named therein (Exhibit 1.1, Form 8-K filed March 2, 2023, File No. 001-37363)
10.5*†	Seventh Amended and Restated Employment Agreement, dated May 1, 2023, by and between Enviva Management Company, LLC and William H. Schmidt, Jr.
10.6*†	Stock Grant and Agreement Form
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002
32.1**	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002
101	The following financial information from Enviva Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Loss, (iv) the Condensed Consolidated Statements of Changes in Equity, (v) the Condensed Consolidated Statements of Cash Flows and (vi) Notes to the Condensed Consolidated Financial Statements
104	Cover Page Interactive Data File - (formatted as Inline XBRL and contained in Exhibit 101)

____________________________________________

*    Filed herewith.

**    Furnished herewith.

†    Management Contract or Compensatory Plan or Arrangement

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SIGNATURE

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

	ENVIVA INC.
Date: May 3, 2023
	By:	/s/ SHAI S. EVEN
		Shai S. Even
	Title:	Executive Vice President and Chief Financial Officer (Principal Financial Officer)

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EX-10.5

EXHIBIT 10.5

SEVENTH AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

This Seventh Amended and Restated Employment Agreement (“Agreement”) is effective May 1, 2023 (the “Amendment Effective Date”) by and between Enviva Management Company, LLC, a Delaware limited liability company (the “Company”), and William H. Schmidt, Jr. (“Employee”) and supersedes and replaces in its entirety the Sixth Amended and Restated Employment Agreement (the “Prior Agreement”) entered into as of June 4, 2022 by and between the Company and Employee.

1.Employment; Duties and Responsibilities. During the period commencing on the Amendment Effective Date and for the duration of the Employment Period (as defined in Section 4 below), the Company shall continue to employ Employee as a Senior Advisor (“Position”). In the Position Employee will support various Enviva departments by advising on strategic decisions related to business development, with a focus on mergers and acquisitions; Employee does not have the authority to bind the Company and will not hold himself out as having authority to bind the Company. Employee will report directly to Jason Paral, General Counsel. Additionally, from time to time, Employee may be requested to work with or present to other Enviva leadership and the Board of Directors. Employee may attend weekly ExCom and Senior Staff meetings. The parties acknowledge that Employee’s position will involve the practice of law.

2.Non-Exclusivity of Employment.

(a)Employee should be reasonably available to perform the responsibilities of the Position. Employee may hold other employment and consulting positions, so long as they do not conflict with Employee’s obligations in this Section 2(a) and Sections 8, 9, and 10 below of this Agreement.

(b)Employee represents and covenants that Employee is not the subject of or a party to any employment agreement, non-competition or non-solicitation covenant, non-disclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Employee from executing this Agreement and fully performing Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Employee hereunder.

(c)Employee acknowledges and agrees that Employee owes the Company and its Affiliates fiduciary duties, including duties of care, loyalty, fidelity, and allegiance, such that Employee shall act at all times in the best interests of the Company and its Affiliates and shall not appropriate any business opportunity of the Company or its Affiliates for Employee. Employee agrees that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes the Company and its Affiliates under common law.

3.Compensation.

(a)Base Salary. As of the Amendment Effective Date, Employee’s annualized base salary shall be $100,000 (the “Base Salary”) for time worked up to and including 5 hours/week. The Base Salary shall be provided in consideration for Employee’s performance in the Position and is payable on a biweekly basis ($3,846.15 per pay period) in conformity with the Company’s customary payroll practices. The Position is exempt from overtime.

(b)Bonus. During the Employment Period, Employee shall receive bonuses based on time worked per week in excess of 5 hours (“Bonus Hours”) as follows:

Hours Worked in Excess of 5 Hours in a Week	Bonus Paid
More than 0 hours and up to and including 5 hours	$2,500
More than 5 hours and up to and including 10 hours	$5,000
More than 10 hours and up to and including 15 hours	$5,000

Bonus Hours are additive to the Base Salary and shall be paid in arrears. Employee shall provide a log of all Bonus Hours worked during the calendar quarter to the General Counsel no later than the 10th calendar day following the close of the calendar quarter during which the Bonus Hours were worked. At Company’s sole discretion, Bonus Hours may be paid in cash, fully vested shares of the Company’s common stock, par value $0.001 per share (“Stock”), or in a combination of the two forms. To the extent paid in cash, the bonus shall be paid within 30 days of receipt of the log. To the extent paid in Stock, (i) the shares shall be issued within 45 days of receipt of the log and (ii) the price of the shares will be equal to the twenty (20) day volume weighted average closing price of such EVA shares on the New

York Stock Exchange (or such other national securities exchange on which EVA shares are then traded) as of the last trading day prior to the date such shares trade “ex-div” in respect of the applicable calendar quarter in which the Bonus Hours were performed. The Position is not eligible to participate in any of Enviva’s other bonus plans.

(c)401(k), Benefits, and Equity. As a part-time associate, Employee is only eligible to participate in the Company’s 401(k) plan. All other benefits (e.g., medical, dental, vision, etc.) will cease on the Amendment Effective Date, at which time, Employee will be eligible for continuing benefits under COBRA (additional information and enrollment forms will come via a separate mailing). Employee is not eligible for future LTIP grants other than the payment of Bonus Hours through the issuance of Stock as described in Section 3(b) above.

(d)Location of Work. Employee may work remotely.

4.Term of Employment. Notwithstanding Section 6(a), the current term of Employee’s employment under this Agreement is the period commencing on the Amendment Effective Date and ending May 1, 2024 (the “Current Term”), unless ended earlier as permitted by this Agreement. The term of this Agreement shall continue on a month-to-month basis following the expiration of the Current Term until the 30th day following the date on which either party provides the other party with written notice of termination. Employee’s employment pursuant to this Agreement is at-will and may be terminated at any time in accordance with Section 7. The period from the Amendment Effective Date through the expiration of this Agreement or, if sooner, the termination of Employee’s employment pursuant to this Agreement, regardless of the time or reason for such termination, shall be referred to herein as the “Employment Period.” Employee’s last day as an employee of the Company is the “Termination Date.”

5.Reimbursement of Business Expenses. The Company agrees to reimburse Employee for Employee’s reasonable business-related expenses incurred at the direction of the General Counsel and for the performance of the Position; provided that Employee timely submits all documentation for such reimbursement, as required by Company policy in effect from time-to-time. Any reimbursement of expenses under this Section 5 shall be made by the Company in accordance with its business expense reimbursement policy in place at the time; provided, however, that, upon the termination of Employee’s employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of such termination (or, if earlier, prior to the date of Employee’s death) to the extent such payment delay is required under Section 409A(a)(2)(B) of the Internal Revenue Code. In no event shall any reimbursement be made to Employee for such expenses incurred after the date that is five years after the date of the termination of Employee’s employment with the Company. Employee is not permitted to receive a payment in lieu of reimbursement under this Section 5.

6.Severance Under Prior Agreement

(a)Employee’s “Separation from Service”. The parties acknowledge and agree that the level of services reasonably anticipated to be performed by Employee following the Amendment Effective Date will be less than 25% of the average level of bona fide services provided in the immediately preceding 36 months resulting in a “separation from service” with the Company within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code and the Prior Agreement. Consequently, upon entry into this amended Agreement, Employee will become entitled to receive the Severance Payment under Section 6(f)(ii) of the Prior Agreement. Company and Employee acknowledge and confirm Employee’s right to the Severance Payment exists and Company waives the formality of Employee providing notice as required by the Prior Agreement. Sections 6(b)-(e) of this Agreement are the agreement between Parties regarding timing and payment of the Severance Payment.

(b)Release. Employee acknowledges that to be paid the Severance Payment in the Prior Agreement, Employee must execute the Release attached hereto as Attachment A. If Employee does not execute and return the Release to the Company on or before the Release Expiration Date, and the required revocation period has not fully expired without revocation of the Release by Employee, then Employee shall not be entitled to any payments and vesting pursuant to Section 6(c) of this Agreement. As used herein, the “Release Expiration Date” is that date that is 21 days following the date upon which the Company delivers the Release to Employee (which shall occur no later than seven days after the Amendment Effective Date) or, in the event that such termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967, as amended), the date that is 45 days following such delivery date. In addition, the Company may again deliver the Release for execution by the Employee following the Termination Date (the “Confirming Release”) and otherwise in accordance with this Section 6(b) except that the Confirming Release will be delivered to Employee no later than 7 days following the Termination Date. Severance Payment installments will not be halted or delayed during any review or revocation periods associated with the Confirming Release, however, if the Confirming Release is not timely executed (or is revoked) any remaining installments of the Severance Payment will not be payable and will be forfeited and null and void.

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(c)Severance Payment and LTIP Vesting.

(i)Salary and Prorated Target Annual Bonus Payments.

(A)Company shall pay the Severance Payment in accordance with Section 6(f)(ii)(A) of the Prior Agreement and use the Amendment Effective Date for the purposes of timing the payment of the Severance Payments.

(1)Employee’s Severance Payment shall be the gross total of $1,400,000, which is the sum of his Base Salary ($525,000), Target Annual Bonus ($656,250), and prorated Target Annual Bonus for 2023 ($218,750). This payment shall be subject to required taxes and withholdings.

(B)Employee’s COBRA Continuation Period, as defined and discussed in the Prior Agreement in Section 6(f)(ii)(C) shall be 18 months (not 12 months), with all other terms and conditions in the Section remaining the same.

(ii)Outstanding Award Grants. All outstanding awards granted to Employee pursuant to the LTIP prior to the Amendment Effective Date that remain unvested as of the Amendment Effective Date shall immediately become fully vested as of the Amendment Effective Date; provided, however, that with respect to any such LTIP awards that were granted subject to a performance requirement (other than continued service by Employee) that has not been satisfied and certified by the Board (or a committee thereof) as of the Amendment Effective Date, then such LTIP award shall become vested as of the Amendment Effective Date based on target performance.

7.Termination of Employment.

(a)Company’s Right to Terminate Employee’s Employment for Cause. The Company shall have the right to terminate Employee’s employment at any time for Cause. For purposes of this Agreement, “Cause” shall mean Employee’s:

(i)material breach of any policy established by the Company or any of its Affiliates that (x) pertains to health and safety and (y) is applicable to Employee;

(ii)engaging in acts of disloyalty to the Company or its Affiliates, including fraud, embezzlement, theft, commission of a felony, or proven dishonesty; or

(iii)willful misconduct in the performance of, or willful failure to perform a material function of, Employee’s duties under this Agreement.

(b)Company’s Right to Terminate for Convenience. The Company shall have the right to terminate Employee’s employment without Cause, at any time and for any reason or no reason at all, with 30 days’ written notice to Employee. If Company terminates Employee’s employment under this Section 7(b) during the Current Term, it shall pay the difference, if any, between $100,000 less the Base Salary earned and paid (including the amount owed in arrears for the final week(s) of work) under Section 3(a) between the Amendment Effective Date and the Termination Date. The payment in this Section 7(b) shall be paid on the Company’s second regular payroll date after the Termination Date.

(c)Death or Disability. Employee’s employment with the Company shall terminate upon the death or Disability of Employee. For purposes of this Agreement, a “Disability” shall exist if Employee is unable to perform the essential functions of Employee’s Position, with reasonable accommodation (if applicable), due to an illness or physical or mental impairment or other incapacity that continues for a period in excess of 90 days, whether consecutive or not, in any period of 365 consecutive days. The determination of a Disability will be made by the Company after obtaining an opinion from a doctor of the Company’s choosing. Employee agrees to provide such information and participate in such examinations as may be reasonably required by said doctor in order to form his or her opinion. If requested by the Company, Employee shall submit to a mental or physical examination to be performed by an independent physician selected by the Company to assist the Company in making such determination.

(d)Employee’s Right to Terminate for Convenience. Employee shall have the right to terminate his employment with the Company for convenience with 30 days’ written notice to the General Counsel; provided that

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if Employee provides a notice of termination pursuant to this Section 7(d), the Company may designate an earlier termination date than that specified in Employee’s notice.

(e)Effect of Termination. Regardless of the reason for the Employment Period terminating, the following shall occur: all compensation and 401(k) benefits to Employee hereunder shall terminate contemporaneously with such termination of employment, except that Employee shall be entitled to (x) payment of all earned, unpaid Base Salary within 30 days of Employee’s last day of employment, or earlier if required by law, (y) reimbursement for all incurred but unreimbursed expenses for which Employee is entitled to reimbursement, and (z) payment of all earned, unpaid Bonus Hours in accordance with Section 3(b).

8.Conflicts of Interest; Disclosure of Opportunities. Employee agrees that Employee shall promptly disclose to the General Counsel any conflict of interest involving Employee upon Employee becoming aware of such conflict. Employee further agrees that, for one year after the Amendment Effective Date, Employee shall offer to the Company and its Affiliates, as applicable, all business opportunities relating to the acquisition, development, ownership, and operation of facilities that collect, process, and transform wood-based biomass into renewable energy feedstock, including wood pellets, regardless of where such business opportunities arise.

9.Confidentiality. Employee acknowledges and agrees that, in the course of Employee’s employment with the Company, Employee has been provided with and had access to (and, during the Employment Period, Employee will continue to be provided with, and have access to) valuable Confidential Information (as defined below). In consideration of Employee’s receipt of and access to such Confidential Information and in exchange for other valuable consideration provided hereunder, and as a condition of Employee’s employment hereunder, Employee agrees to comply with this Section 9.

(a)Employee covenants and agrees, both during the Employment Period and thereafter that, except as expressly permitted by this Agreement or by directive of the Board, Employee shall not disclose any Confidential Information to any Person and shall not use any Confidential Information except for the benefit of the Company or any of its Affiliates. Employee shall take all reasonable precautions to protect the physical security of all documents and other material containing Confidential Information (regardless of the medium on which the Confidential Information is stored). The covenants in this Section 9(a) shall apply to all Confidential Information, whether now known or later to become known to Employee during the Employment Period.

(b)Notwithstanding Section 9(a), Employee may make the following disclosures and uses of Confidential Information:

(i)disclosures to other executives or employees of the Company or its Affiliates who have a need to know the information in connection with the business of the Company or its Affiliates;

(ii)disclosures and uses that are incidental to Employee’s provision of services to the Company and its Affiliates consistent with the terms of this Agreement or that are approved by the General Counsel;

(iii)disclosures for the purpose of complying with any applicable laws or regulatory requirements; or

(iv)disclosures that Employee is legally compelled to make by deposition, interrogatory, request for documents, subpoena, civil investigative demand, order of a court of competent jurisdiction, or similar process, or otherwise by law.

(c)Upon the end of Employee’s employment with the Company and at any other time upon request of the Company, Employee shall surrender and deliver to the Company all documents (including electronically stored information) and other material of any nature containing or pertaining to all Confidential Information in Employee’s possession and shall not retain any such document or other material. Within 10 days of any such request, Employee shall certify to the Company in writing that all such materials have been returned to the Company.

(d)All non-public information, designs, ideas, concepts, improvements, product developments, discoveries, and inventions, whether patentable or not, that are conceived, made, developed, or acquired by Employee, individually or in conjunction with others, during the period Employee is or has been employed or affiliated with the Company or any of its Affiliates (whether during business hours or otherwise and whether on the Company’s premises or otherwise) that relate to the Company’s or any of its Affiliates’ business or properties, products, or

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services (including all such information relating to corporate opportunities, business plans, trade secrets, strategies for developing business and market share, research, financial and sales data, pricing terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within customers’ organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names and marks) is defined as “Confidential Information.” Moreover, all documents, videotapes, written presentations, brochures, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, e-mail, voicemail, electronic databases, maps, drawings, architectural renditions, models, and all other writings or materials of any type including or embodying any of such information, ideas, concepts, improvements, discoveries, inventions, and other similar forms of expression are and shall be the sole and exclusive property of the Company or its Affiliates and be subject to the same restrictions on disclosure applicable to all Confidential Information pursuant to this Agreement.

(e)Nothing in this Agreement shall prohibit or restrict Employee from lawfully (i) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) regarding a possible violation of any law, (ii) responding to any inquiry or legal process directed to Employee individually from any such Governmental Authorities, (iii) testifying, participating, or otherwise assisting in an action or proceeding by any such Governmental Authorities relating to a possible violation of law, or (iv) making any other disclosures that are protected under the whistleblower provisions of any applicable law. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (x) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law, or (y) is made to Employee’s attorney in relation to a lawsuit for retaliation against Employee for reporting a suspected violation of law, or (z) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nor does this Agreement require Employee to obtain prior authorization from the Company or its Affiliates before engaging in any conduct described in this Section 8(e), or to notify the Company or its Affiliates that Employee has engaged in any such conduct.

10.Non-Competition; Non-Solicitation.

(a)The Company shall continue to provide Employee access to Confidential Information for use only during the period of Employee’s employment with the Company, and Employee acknowledges and agrees that the Company will be entrusting Employee, in Employee’s Position, with continuing to develop the goodwill of the Company, and in consideration thereof and in consideration of the continued access to Confidential Information, and as a condition of Employee’s employment hereunder, Employee has voluntarily agreed to the covenants set forth in this Section 10. Employee further agrees and acknowledges that the limitations and restrictions set forth herein, including the geographical and temporal restrictions on certain competitive activities, are reasonable in all respects and are material and substantial parts of this Agreement intended and necessary to protect the Company’s legitimate business interests, including the preservation of its Confidential Information and goodwill.

(b)Employee agrees that, during the periods set forth in Section 10(c) below, Employee shall not, without the prior written approval of the Company, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of whatever nature:

(i)engage or participate within the Market Area in competition with the Company in any business in which either the Company or its Protected Affiliates engaged in, or had plans to become engaged in of which Employee was aware during the period of Employee’s employment with the Company or the period set forth in Section 10(c) below, which business includes the acquisition, development, ownership, and operation of facilities that collect, process, and transform wood-based biomass into renewable energy feedstock, including wood pellets (the “Business”). As used herein, the term “Protected Affiliates” means any Affiliate of the Company for which Employee provided services during the period of Employee’s employment with the Company, or about which Employee obtained Confidential Information during the period of Employee’s employment with the Company.

(ii)appropriate any Business Opportunity of, or relating to, the Company or its Affiliates located in the Market Area, or engage in any activity that is detrimental to the Company or its Affiliates or that limits the Company’s or an Affiliate’s ability to fully exploit such Business Opportunities or prevents the benefits of such Business Opportunities from accruing to the Company or its Affiliates; or

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(iii)solicit any employee of the Company or its Affiliates to terminate his or her employment therewith.

(c)Timeframe of Non-Competition and Non-Solicitation Agreements.

(i)Non-Competition. Employee agrees that the non-competition covenants of Section 10(b)(i) and (ii) shall be enforceable for one year following the Amendment Effective Date.

(ii)Non-Solicitation. Employee agrees that the non-solicitation covenant of Section 10(b)(iii) is enforceable during the period that Employee is employed by the Company. Starting the day of Employee’s Termination Date, the non-solicitation covenants shall continue one full month (e.g., if the Termination Date is the 12th, then one full month is until the 12th of the following month) for each full month Employee works, with a maximum continuation of six months, regardless of the reason for Employee’s termination.

(d)Because of the difficulty of measuring economic losses to the Company and its Affiliates as a result of a breach of the foregoing covenants, and because of the immediate and irreparable damage that could be caused to the Company and its Affiliates for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by the Company and its Affiliates, in the event of breach by Employee, by injunctions and restraining orders and that such enforcement shall not be the Company’s and its Affiliates’ exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and its Affiliates, both at law and in equity.

(e)The covenants in this Section 10 are severable and separate, and the unenforceability of any specific covenant (or any portion thereof) shall not affect the provisions of any other covenant (or any portion thereof). Moreover, in the event any court of competent jurisdiction or arbitrator, as applicable, shall determine that the scope, time, or territorial restrictions set forth in this Section 10 are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent that the court or arbitrator deems reasonable, and this Agreement shall thereby be reformed.

(f)For purposes of this Section 10, the following terms shall have the following meanings:

(i)“Business Opportunity” shall mean any commercial, investment, or other business opportunity relating to the Business.

(ii)“Market Area” shall mean any location or geographic area within 75 miles of a location where the Company or its Affiliates conducts Business, or has plans to conduct Business of which Employee is aware, during the period of Employee’s employment with the Company.

(g)All of the covenants in this Section 10 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants.

11.Ownership of Intellectual Property. Employee agrees that the Company or its applicable Affiliate shall own, and Employee hereby assigns, all right, title, and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designs, know-how, ideas, and information authored, created, contributed to, made, or conceived or reduced to practice, in whole or in part, by Employee during the period that Employee is or has been employed or affiliated with the Company or any of its Affiliates that either (a) relate, at the time of conception, reduction to practice, creation, derivation, or development, to the Company’s or any of its Affiliates’ business or actual or anticipated research or development, or (b) were developed on any amount of the Company’s time or with the use of any of the Company’s or its Affiliates’ equipment, supplies, facilities, or trade secret information (all of the foregoing collectively referred to herein as “Company Intellectual Property”), and Employee will promptly disclose all Company Intellectual Property to the Company. All of Employee’s works of authorship and associated copyrights created during the period that Employee is or has been employed by the Company or any of its Affiliates and in the scope of Employee’s employment shall be deemed to be “works made for hire” within the meaning of the Copyright Act. Employee agrees to perform, during and after the Employment Period, all reasonable acts deemed necessary by the Company to assist the Company or its applicable Affiliate, at the Company’s or such Affiliate’s expense, in obtaining and enforcing its rights throughout the world in the Company Intellectual Property. Such acts may include, but are not limited to, execution of documents and assistance or cooperation (i) in the filing, prosecution, registration, and memorialization

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of assignment of any applicable patents, copyrights, mask work, or other applications, (ii) in the enforcement of any applicable patents, copyrights, mask work, moral rights, trade secrets, or other proprietary rights, and (iii) in other legal proceedings related to the Company Intellectual Property.

12.Arbitration.

(a)Subject to Section 12(d), any dispute, controversy, or claim between Employee and the Company or any of its Affiliates arising out of or relating to this Agreement or Employee’s employment with the Company or services provided to any Affiliate of the Company will be finally settled by arbitration in New York, New York before, and in accordance with the rules for the resolution of employment disputes then in effect of, the American Arbitration Association (“AAA”). The arbitration award shall be final and binding on both parties.

(b)Any arbitration conducted under this Section 12 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously (and, if possible, within 90 days after the selection of the Arbitrator) hear and decide all matters concerning the dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony, and evidence as the Arbitrator deems relevant to the dispute before him or her (and each party will provide such materials, information, testimony, and evidence requested by the Arbitrator, except to the extent any information so requested is proprietary, subject to a third-party confidentiality restriction, or to an attorney-client or other privilege), and (ii) grant injunctive relief and enforce specific performance. The decision of the Arbitrator shall be rendered in writing, be final and binding upon the disputing parties, and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction; provided that the parties agree that the Arbitrator and any court enforcing the award of the Arbitrator shall not have the right or authority to award punitive or exemplary damages to any disputing party.

(c)Each side shall share equally the cost of the arbitration and bear its own costs and attorneys’ fees incurred in connection with any arbitration, unless the Arbitrator determines that compelling reasons exist for allocating all or a portion of such costs and fees to the other side.

(d)Notwithstanding Section 12(a), an application for emergency or temporary injunctive relief by either party (including any such application to enforce the provisions of Sections 8, 9, or 10 herein) shall not be subject to arbitration under this Section 12; provided, however, that the remainder of any such dispute (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under this Section.

(e)By entering into this Agreement and entering into the arbitration provisions of this Section 12, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL.

(f)Nothing in this Section 12 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award or (ii) joining another party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement.

13.Defense of Claims. Employee agrees that, during the Employment Period and thereafter, upon reasonable request from the Company, Employee will cooperate with the Company or its Affiliates in the defense of any claims or actions that may be made by or against the Company or its Affiliates that relate to Employee’s actual or prior areas of responsibility, except if Employee’s reasonable interests are adverse to the Company or its Affiliate(s), as applicable, in such claim or action. The Company agrees to pay or reimburse Employee for all of Employee’s reasonable travel and other direct expenses incurred, or to be reasonably incurred, to comply with Employee’s obligations under this Section 13, provided Employee provides reasonable documentation of same and obtains the Company’s prior approval for incurring such expenses.

14.Withholdings. The Company may withhold and deduct from any payments made or to be made pursuant to this Agreement (a) all federal, state, local, and other taxes as may be required pursuant to any law or governmental regulation or ruling and (b) any deductions consented to in writing by Employee.

15.Title and Headings; Construction. Titles and headings to Sections hereof are for the purpose of reference only and shall in no way limit, define, or otherwise affect the provisions hereof. Any and all Exhibits or Attachments referred to in this Agreement are, by such reference, incorporated herein and made a part hereof for all purposes. The words “herein,” “hereof,” “hereunder,” and other compounds of the word “here” shall refer to the entire Agreement and not to any particular provision hereof. The use herein of the word “including” following any general

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statement, term, or matter shall not be construed to limit such statement, term, or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation,” “but not limited to,” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term, or matter. Unless the context requires otherwise, all references herein to an agreement, instrument, or other document shall be deemed to refer to such agreement, instrument, or other document as amended, supplemented, modified, and restated from time to time to the extent permitted by the provisions thereof. All references to “dollars” or “$” in this Agreement refer to United States dollars. Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural and conversely.

16.Applicable Law; Submission to Jurisdiction. This Agreement shall in all respects be construed according to the laws of the State of New York without regard to the conflict of law principles thereof. With respect to any claim or dispute related to or arising under this Agreement, the parties hereby consent to the arbitration provisions of Section 12 above and recognize and agree that should any resort to a court be necessary and permitted under this Agreement, then they consent to the exclusive jurisdiction, forum, and venue of the state and federal courts located in New York, New York. Parties are specifically identifying and agreeing to applicable laws because Employee is permitted to work remotely. Parties agree Employee’s employment is subject to laws and jurisdictions in this Section 16. Employee acknowledges and agrees that the Severance Payments are in-lieu of any statutory severance to which Employee may be or may become entitled and that, unless otherwise required by applicable law, Employee will not receive, and is not entitled to receive, any additional severance, termination or garden leave benefits other than the Severance Payments described in this Agreement.

17.Entire Agreement and Amendment. This Agreement contains the entire agreement of the parties with respect to the matters covered herein; moreover, this Agreement supersedes all prior and contemporaneous agreements and understandings, oral or written, between the parties hereto concerning the subject matter hereof. Without limiting the scope of the preceding sentence, except as otherwise expressly provided in this Section 17, all understandings and agreements preceding the Amendment Effective Date and relating to the subject matter hereof (including the Prior Agreement) are hereby null and void and of no further force or effect, and this Agreement shall supersede all other agreements, written or oral, that purport to govern the terms of Employee’s employment (including Employee’s compensation) with the Company or any of its Affiliates. Employee acknowledges and agrees that the Prior Agreement is hereby terminated and has been satisfied in full (except as accounted for in Section 6 this Agreement), as has any other employment agreement between Employee and the Company or any of its Affiliates. In entering into this Agreement, Employee expressly acknowledges and agrees that Employee has received all sums and compensation that Employee has been owed, is owed, or ever could be owed pursuant to the agreement(s) referenced in the previous sentence and for services provided to the Company and any of its Affiliates through the date that Employee signs this Agreement, with the exception of any unpaid base salary for the pay period that includes the date on which Employee signs this Agreement and as accounted for in Section 6. Notwithstanding anything in the preceding provisions of this Section 17 to the contrary, the parties expressly acknowledge and agree that this Agreement does not supersede or replace, but instead complements and is in addition to, all equity compensation agreements between Employee and the Company or any of its Affiliates, as well as the October 3, 2022, letter executed between the Parties. This Agreement may be amended only by a written instrument executed by both parties hereto.

18.Waiver of Breach. Any waiver of this Agreement must be executed by the party to be bound by such waiver. No waiver by either party hereto of a breach of any provision of this Agreement by the other party, or of compliance with any condition or provision of this Agreement to be performed by such other party, will operate or be construed as a waiver of any subsequent breach by such other party or any similar or dissimilar provision or condition at the same or any subsequent time. The failure of either party hereto to take any action by reason of any breach will not deprive such party of the right to take action at any time while such breach continues.

19.Assignment. This Agreement is personal to Employee, and neither this Agreement nor any rights or obligations hereunder shall be assignable or otherwise transferred by Employee. The Company may assign this Agreement to any Affiliate or successor (whether by merger, purchase, or otherwise) to all or substantially all of the equity, assets, or businesses of the Company, if such Affiliate or successor expressly agrees to assume the obligations of the Company hereunder. For the avoidance of doubt, the Company may assign its rights and obligations hereunder to any successor or any of its Affiliates (including to Enviva Inc. or one of its subsidiaries) including in conjunction with any corporate restructuring, simplification, or reorganization. In the event of any such assignment, the Company’s assignee shall have all rights and obligations of, and shall be deemed to be, the “Company” hereunder.

20.Affiliates. For purposes of this Agreement, the term “Affiliates” is defined as any person or entity Controlling, Controlled by, or Under Common Control with the Company. The term “Control,” including the correlative terms “Controlling,” “Controlled By,” and “Under Common Control with,” means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract, or otherwise) of a person or entity. For the

8

purposes of the preceding sentence, Control shall be deemed to exist when a person or entity possesses, directly or indirectly, through one or more intermediaries (a) in the case of a corporation, more than 50% of the outstanding voting securities thereof, (b) in the case of a limited liability company, partnership, limited partnership, or joint venture, the right to more than 50% of the distributions therefrom (including liquidating distributions), or (c) in the case of any other person or entity, more than 50% of the economic or beneficial interest therein.

21.Notices. Notices provided for in this Agreement shall be in writing and shall be deemed to have been duly received (a) when delivered in person, (b) on the first business day after such notice is sent by air express overnight courier service, or (c) on the third business day following deposit in the United States mail, registered or certified mail, return receipt requested, postage prepaid and addressed, in each case, to the following address, as applicable:

(1)    If to the Company, addressed to:

Enviva Management Company, LLC7272 Wisconsin Ave.
Suite 1800
Bethesda, MD 20814
Attention: General Counsel

(2)    If to Employee, addressed to the most recent address the Company has in its employment records for Employee.

22.Counterparts. This Agreement may be executed in any number of counterparts, including “.pdf” or similar electronic format, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a copy hereof containing multiple signature pages, each signed by one party, but together signed by both parties hereto.

23.Effect of Termination. The provisions of Sections 7(e), 8-13 and 24 and those provisions necessary to interpret and enforce them, shall survive any termination of the employment relationship between Employee and the Company.

24.Third-Party Beneficiaries. Each Affiliate of the Company shall be a third-party beneficiary of Employee’s obligations under Sections 8, 9, 10, and 11 and shall be entitled to enforce such obligations as if a party hereto.

25.Severability. Subject to Section 10(e), if an arbitrator or court of competent jurisdiction determines that any provision of this Agreement (or part thereof) is invalid or unenforceable, then the invalidity or unenforceability of that provision (or part thereof) shall not affect the validity or enforceability of any other provision (or part thereof) of this Agreement, and all other provisions (or part thereof) shall remain in full force and effect.

26.Section 409A. Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Notwithstanding any provision in this Agreement to the contrary, if any payment or benefit provided for herein would be subject to additional taxes and interest under Section 409A if Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Employee’s death or (ii) the date that is six months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its Affiliates be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.

9

IN WITNESS WHEREOF, Employee and the Company each have caused this Agreement to be executed in its name and on its behalf, effective for all purposes as provided above.

EMPLOYEE

____________________________________

William H. Schmidt, Jr.

ENVIVA MANAGEMENT COMPANY, LLC

By: __________________________________

Roxanne B. Klein

Executive Vice President and Chief Human Administrative and People Officer

Signature Page to
Seventh Amended and Restated

Employment Agreement
(William Schmidt)

EXHIBIT A

FORM OF RELEASE AGREEMENT

This Release Agreement (this “Agreement”) constitutes the release referred to in that certain Sixth Amended and Restated Employment Agreement (the “Employment Agreement”) dated as of May 1, 2023, by and between William H. Schmidt, Jr. (“Employee”) and Enviva Management Company, LLC (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Employment Agreement.

(a)For good and valuable consideration, including the Company’s provision of certain severance payments (or a portion thereof) to Employee in accordance with Section 6 of the Employment Agreement, Employee hereby releases, discharges, and forever acquits (A) the Company, its subsidiaries and all of its other Affiliates, (B) Enviva Inc., its subsidiaries, and all of its other Affiliates, and (C) the past, present, and future stockholders, officers, members, partners, directors, managers, employees, agents, attorneys, heirs, representatives, successors, and assigns of the entities specified in clauses (A) and (B) above, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to Employee’s employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter on or prior to the date of the execution of this Agreement including, without limitation, (1) any alleged violation through the date of this Agreement of: (i) the Age Discrimination in Employment Act of 1967, as amended (including as amended by the Older Workers Benefit Protection Act); (ii) Title VII of the Civil Rights Act of 1964, as amended; (iii) the Civil Rights Act of 1991; (iv) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (v) the Employee Retirement Income Security Act of 1974, as amended; (vi) the Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990, as amended; (viii) the National Labor Relations Act, as amended; (ix) the Occupational Safety and Health Act, as amended; (x) the Family and Medical Leave Act of 1993; (xi) any federal, state, or local anti-discrimination law; (xii) any federal, state, or local wage and hour law; (xiii) any other local, state, or federal law, regulation, or ordinance; and (xiv) any public policy, contract, tort, or common law claim; (2) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in or with respect to a Released Claim; (3) any and all rights, benefits, or claims Employee may have under any employment contract, incentive compensation plan, or equity incentive plan with any Company Party or to any ownership interest in any Company Party except as expressly provided: (I) in Section 6(f)(ii) of the Employment Agreement; and (II) pursuant to the terms of any equity compensation agreement between Employee and a Company Party (including any Award Agreement (as defined in the LTIP) relating to an award granted to Employee pursuant to the LTIP), and (4) any claim for compensation or benefits of any kind not expressly set forth in the Employment Agreement or any equity compensation agreement (collectively, the “Released Claims”). In no event shall the Released Claims include (a) any claim that arises after the date Employee signs this Agreement, (b) any claim to vested benefits under an employee benefit plan or equity compensation plan, or (c) any claims for contractual payments under Section 5(a) or Section 6(f)(ii) of the Employment Agreement. This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for the consideration recited in the first sentence of this paragraph, any and all potential claims of this nature that Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised, and waived. By signing this Agreement, Employee is bound by it. Anyone who succeeds to Employee’s rights and responsibilities, such as heirs or the executor of Employee’s estate, is also bound by this Agreement. This release also applies to any claims brought by any person or agency or class action under which Employee may have a right or benefit. Notwithstanding the release of liability contained herein, nothing in this Agreement prevents Employee from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission, National Labor Relations Board, Occupational Safety and Health Administration, Securities and Exchange Commission, Financial Industry Regulatory Authority (FINRA), or any other federal, state, or local governmental agency, authority, or commission (each, a “Governmental Agency”) or participating in any investigation or proceeding conducted by any Governmental Agency. Employee understands that this Agreement does not limit Employee’s ability to communicate with any Governmental Agency or otherwise participate in any investigation or proceeding that may be conducted by any Governmental Agency (including by providing documents or other information to a Governmental

    EXHIBIT A-1

Agency) without notice to the Company or any other Company Party. This Agreement does not limit Employee’s right to receive an award from a Governmental Agency for information provided to a Governmental Agency. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

(b)Employee agrees not to bring or join any lawsuit or arbitration proceeding against any of the Company Parties in any court relating to any of the Released Claims. Employee represents that Employee has not brought or joined any lawsuit or filed any charge or claim against any of the Company Parties in any court or before any government agency and has made no assignment of any rights Employee has asserted or may have against any of the Company Parties to any person or entity, in each case, with respect to any Released Claims.

(c)By executing and delivering this Agreement, Employee acknowledges that:

(i)Employee has carefully read this Agreement;

(ii)Employee has had at least [twenty-one (21)] [forty-five (45)] days to consider this Agreement before the execution and delivery hereof to the Company [to be added if 45 days applies: , and Employee acknowledges that attached to this Agreement are (1) a list of the positions and ages of those employees selected for termination (or participation in the exit incentive or other employment termination program); (2) a list of the ages of those employees not selected for termination (or participation in such program); and (3) information about the unit affected by the employment termination program of which Employee’s termination was a part, including any eligibility factors for such program and any time limits applicable to such program];

(iii)Employee has been advised, and hereby is advised in writing, that Employee may, at Employee’s option, discuss this Agreement with an attorney of Employee’s choice and that Employee has had adequate opportunity to do so;

(iv)Employee fully understands the final and binding effect of this Agreement; the only promises made to Employee to sign this Agreement are those stated in the Employment Agreement and herein; and Employee is signing this Agreement knowingly, voluntarily, and of Employee’s own free will, and that Employee understands and agrees to each of the terms of this Agreement; and

(v)With the exception of any sums that Employee may be owed pursuant to Sections 3 or 6 of the Employment Agreement, Employee has been paid all wages and other compensation to which Employee is entitled under the Agreement and received all leaves (paid and unpaid) to which Employee was entitled during the period of Employee’s employment with the Company.

Notwithstanding the initial effectiveness of this Agreement, Employee may revoke the delivery (and therefore the effectiveness) of this Agreement within the seven-day period beginning on the date Employee delivers this Agreement to the Company (such seven-day period being referred to herein as the “Release Revocation Period”). To be effective, such revocation must be in writing signed by Employee and must be delivered to the Chief Executive Officer of the Company before 11:59 p.m., New York, New York time, on the last day of the Release Revocation Period. If an effective revocation is delivered in the foregoing manner and timeframe, this Agreement shall be of no force or effect and shall be null and void ab initio. No consideration shall be paid if this Agreement is revoked by Employee in the foregoing manner.

Executed on this _____ day of __________, ____.

William H. Schmidt, Jr.

    EXHIBIT A-2

EX-10.6

EXHIBIT 10.6

ENVIVA INC.

LONG-TERM INCENTIVE PLAN

STOCK AWARD GRANT NOTICE

Pursuant to the terms and conditions of the Enviva Inc. Long-Term Incentive Plan, as amended from time to time (the “Plan”), Enviva Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or “Grantee”) the number of shares of Stock set forth below. This award of Stock (this “Award”) constitutes an Other Stock-Based Award under the Plan and is subject to the terms and conditions set forth herein, in the Stock Award Agreement attached hereto as Exhibit A (the “Agreement”), and the Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

Grantee:	[●]
Date of Grant:	[●]
Total Number of Shares of Stock:	[●]

By signing below, you agree to be bound by the terms and conditions of the Plan, the Agreement, and this Stock Award Grant Notice (this “Grant Notice”). You acknowledge that you have reviewed the Agreement, the Plan, and this Grant Notice in their entirety and fully understand all provisions of the Agreement, the Plan, and this Grant Notice. You hereby agree to accept as binding, conclusive, and final all decisions or interpretations of the Committee regarding any questions or determinations arising under the Agreement, the Plan, or this Grant Notice.

This Grant Notice may be executed in one or more counterparts (including by portable document format (pdf) and other electronic means), each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of this Grant Notice by pdf attachment to electronic mail, or other electronic means, shall be effective as delivery of a manually executed counterpart of this Grant Notice.

[Remainder of Page Intentionally Blank; Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Grant Notice to be executed by an officer thereunto duly authorized, and Grantee has executed this Grant Notice, effective for all purposes as provided above.

ENVIVA INC.

By:

Name:

Title:

GRANTEE

[Name of Grantee]

Signature Page to

Stock Award Grant Notice

EXHIBIT A

STOCK AWARD AGREEMENT

This Stock Award Agreement (this “Agreement”) is made as of the Date of Grant set forth in the Grant Notice to which this Agreement is attached (the “Date of Grant”) by and between Enviva Inc., a Delaware corporation (the “Company”), and the Grantee identified in the Grant Notice to which this Agreement is attached. Capitalized terms used but not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice.

1.Award. Effective as of the Date of Grant, the Company hereby grants to Grantee the number of shares of common stock of the Company (“Stock”) set forth in the Grant Notice on the terms and conditions set forth in the Grant Notice, this Agreement, and the Plan, which is incorporated herein by reference as a part of this Agreement. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

2.Issuance Mechanics. The Stock shall be fully vested on the Date of Grant and shall be subject to the terms and conditions set forth in the Grant Notice, this Agreement, and the Plan. All shares of Stock issued hereunder shall be delivered either by delivering one or more certificates to Grantee or by entering the shares in book-entry form, as determined by the Committee in its sole discretion. Grantee shall have all the rights of a stockholder of the Company with respect to the Stock.

3.Tax Withholding. Upon any taxable event arising in connection with the Stock, the Company shall have the authority and the right to deduct or withhold (or cause one of its Affiliates to deduct or withhold), or to require Grantee to remit to the Company (or one of its Affiliates), an amount sufficient to satisfy all applicable federal, state, and local taxes required by law to be withheld with respect to such event. In satisfaction of the foregoing requirement, unless otherwise determined by the Committee, the Company or one of its Affiliates shall withhold from any cash or equity remuneration (including, if applicable, any of the shares of Stock otherwise deliverable under this Agreement) then or thereafter payable to Grantee an amount equal to the aggregate amount of taxes required to be withheld with respect to such event. If such tax obligations are satisfied through the withholding or surrender of shares of Stock pursuant to this Agreement, the maximum number of such shares that may be so withheld (or surrendered) shall be the number of shares of Stock that have an aggregate Fair Market Value on the date of withholding (or surrender) equal to the aggregate amount of taxes required to be withheld, determined based on the greatest withholding rates for federal, state, local, and foreign income tax and payroll tax purposes that may be utilized without resulting in adverse accounting, tax, or other consequences to the Company or any of its Affiliates (other than immaterial administrative, reporting, or similar consequences), as determined by the Committee. Grantee acknowledges and agrees that none of the Board, the Committee, the Company, or any of their respective Affiliates have made any representation or warranty as to the tax consequences to Grantee as a result of the receipt of the Stock. Grantee represents that Grantee is in no manner relying on the Board, the Committee, the Company, or any of their respective Affiliates, or any of their respective managers, directors, officers, employees, or authorized representatives (including, without limitation, attorneys, accountants, consultants, bankers, lenders, prospective lenders, and financial representatives) for tax advice or an assessment of such tax consequences. Grantee represents that Grantee has consulted with any tax consultants that Grantee deems advisable in connection with the Stock.

4.No Right to Continued Service. Nothing in the adoption of the Plan, nor the award of the Stock thereunder pursuant to the Grant Notice and this Agreement, shall confer

A-1

upon Grantee the right to continued service with the Company or any of its Affiliates, or affect in any way the right of the Company or any of its Affiliates to terminate such service at any time. Any question as to whether and when there has been a termination of Grantee’s service with the Company or any of its Affiliates, and the cause of such termination, shall be determined by the Committee or its delegate, and such determination shall be final, conclusive, and binding for all purposes.

5.Notices. Any notices or other communications provided for in this Agreement shall be sufficient if in writing. In the case of Grantee, such notices or communications shall be effectively delivered if sent by registered or certified mail to Grantee at the last address Grantee has filed with the Company. In the case of the Company, such notices or communications shall be effectively delivered if sent by registered or certified mail to the attention of the general counsel of the Company at the Company’s principal executive offices.

6.Agreement to Furnish Information. Grantee agrees to furnish to the Company all information requested by the Company to enable the Company or any of its Affiliates to comply with any reporting or other requirement imposed upon the Company or any of its Affiliates by or under any applicable statute or regulation.

7.Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties, and agreements between the parties with respect to the Stock granted hereby. Without limiting the scope of the preceding sentence, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however, that except as otherwise provided in the Plan or this Agreement, any such amendment that materially reduces the rights of Grantee shall be effective only if it is in writing and signed by both Grantee and an authorized officer of the Company.

8.Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of law principles thereof.

9.Successors and Assigns. The Company may assign any of its rights under this Agreement without Grantee’s consent. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. This Agreement will be binding upon Grantee and Grantee’s beneficiaries, executors, and administrators.

10.Clawback. Notwithstanding any provision in this Agreement or the Grant Notice to the contrary, this Award and the shares of Stock issued hereunder shall be subject to any applicable clawback policies or procedures adopted in accordance with the Plan.

11.Severability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of such provision shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect.

12.Code Section 409A. None of the shares of Stock are intended to constitute or provide for a deferral of compensation that is subject to Section 409A of the Code and the Treasury regulations and other interpretive guidance issued thereunder (collectively, “Section 409A”). Notwithstanding the foregoing, none of the Company or any of its Affiliates makes any

A-2

representations that the payments provided under this Agreement are exempt from or compliant with Section 409A and in no event shall the Company or any of its Affiliates be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Grantee on account of non-compliance with Section 409A.

[Remainder of Page Intentionally Blank]

A-3

EX-31.1

EXHIBIT 31.1

Certification of Principal Executive Officer

Pursuant to Rule 13a-14(a) or 15d-14(a)

of the Securities Exchange Act of 1934, as amended

I, Thomas Meth, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Enviva Inc. (the "Registrant"):

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements and other financial information included in this report fairly present, in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d‑15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 3, 2023

/s/ THOMAS METH

Thomas Meth

President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certification of Principal Financial Officer

Pursuant to Rule 13a-14(a) or 15d-14(a)

of the Securities Exchange Act of 1934, as amended

I, Shai S. Even, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Enviva Inc. (the "Registrant"):

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements and other financial information included in this report fairly present, in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 3, 2023

/s/ SHAI S. EVEN

Shai S. Even

Executive Vice President and Chief Financial Officer of Enviva Inc.

(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of Enviva Inc. ("Enviva"), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Thomas Meth, President and Chief Executive Officer of Enviva, and Shai S. Even, Executive Vice President and Chief Financial Officer of Enviva, each certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Enviva.

Date: May 3, 2023
	By:	/s/ THOMAS METH
		Name:	Thomas Meth
		Title:	President and Chief Executive Officer

Date: May 3, 2023
	By:	/s/ SHAI S. EVEN
		Name:	Shai S. Even
		Title:	Executive Vice President and Chief Financial Officer

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2023	Apr. 28, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-37363
Entity Registrant Name	Enviva Inc.
Entity Incorporation, State or Country Code	DE
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 Stock
Trading Symbol	EVA
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Shares, Shares Outstanding		67,727,662
Entity Central Index Key	0001592057
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q1
Amendment Flag	false
Document Fiscal Year Focus	2023

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Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 5,275	$ 3,417
Accounts receivable	128,737	169,847
Other accounts receivable	14,255	8,950
Inventories	185,746	158,884
Short-term customer assets	23,987	21,546
Prepaid expenses and other current assets	8,499	7,695
Total current assets	366,499	370,339
Property, plant, and equipment, net	1,598,543	1,584,875
Operating lease right-of-use assets	100,764	102,623
Goodwill	103,928	103,928
Long-term restricted cash	216,099	247,660
Long-term customer assets	117,656	118,496
Other long-term assets	41,242	23,519
Total assets	2,544,731	2,551,440
Current liabilities:
Accounts payable	24,646	37,456
Accrued and other current liabilities	133,395	146,497
Customer liabilities	36,828	75,230
Current portion of interest payable	16,908	32,754
Current portion of long-term debt and finance lease obligations	15,313	20,993
Deferred revenue	48,972	32,840
Financial liability pursuant to repurchase accounting	180,954	111,913
Total current liabilities	457,016	457,683
Long-term debt and finance lease obligations	1,393,076	1,571,766
Long-term operating lease liabilities	113,159	115,294
Deferred tax liabilities, net	2,104	2,107
Long-term deferred revenue	129,689	41,728
Other long-term liabilities	72,177	76,106
Total liabilities	2,167,221	2,264,684
Commitments and contingencies
Temporary Equity, Carrying Amount, Including Portion Attributable to Noncontrolling Interests	248,589	0
Shareholders’ equity:
Common stock, $0.001 par value, 600,000,000 shares authorized, 67,727,662 and 66,966,092 issued and outstanding as of March 31, 2023 and December 31, 2022, respectively	68	67
Additional paid-in capital	461,576	502,554
Accumulated deficit	(285,206)	(168,307)
Accumulated other comprehensive income	198	197
Equity, Attributable to Parent, Total	176,636	334,511
Noncontrolling interests	(47,715)	(47,755)
Total shareholders’ equity	128,921	286,756
Total liabilities, Mezzanine equity, and shareholders’ equity	$ 2,544,731	$ 2,551,440

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Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Net revenue	$ 269,082	$ 232,982
Operating costs and expenses:
Cost of goods sold, excluding items below	253,215	211,036
Loss on disposal of assets	3,629	901
Selling, general, administrative, and development expenses	30,954	33,691
Depreciation and amortization	34,674	22,559
Total operating costs and expenses	322,472	268,187
Loss from operations	(53,390)	(35,205)
Other (expense) income:
Interest expense	(23,393)	(9,970)
Interest expense on repurchase accounting	(40,373)	0
Total interest expense	(63,766)	(9,970)
Other income (expense), net	309	(116)
Total other expense, net	(63,457)	(10,086)
Net loss before income taxes	(116,847)	(45,291)
Income tax expense	12	16
Net loss	(116,859)	(45,307)
Less net (income) attributable to noncontrolling interests	(40)	0
Net loss attributable to Enviva Inc.	$ (116,899)	$ (45,307)
Loss per common share:
Basic and diluted (in dollars per share)		$ (0.71)
Weighted-average number of shares outstanding:
Basic and diluted (in shares)	67,363,000	65,028,000
Product sales
Net revenue	$ 260,248	$ 230,912
Other revenue
Net revenue	$ 8,834	$ 2,070

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Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (116,859)	$ (45,307)
Other comprehensive loss, net of tax of $0
Currency translation adjustment	1	(32)
Total comprehensive loss	(116,858)	(45,339)
Less comprehensive (income) attributable to noncontrolling interests	(40)	0
Comprehensive loss attributable to Enviva Inc.	$ (116,898)	$ (45,339)

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Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Common Shares	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Income	Equity Attributable to Enviva Inc.	Noncontrolling Interests
Shares, outstanding, beginning balance (in shares) at Dec. 31, 2021		61,138
Balance at the beginning of period at Dec. 31, 2021	$ 270,664	$ 61	$ 317,998	$ 0	$ 299	$ 318,358
Noncontrolling interest, beginning balance at Dec. 31, 2021							$ (47,694)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dividends declared	(58,957)		(58,957)			(58,957)
Issuance of common shares, net (in shares)		4,945
Issuance of common shares, net	333,191	$ 5	333,186			333,191
Common shares issued in lieu of dividends (in shares)		110
Common shares issued in lieu of dividends	7,839		7,839			7,839
Payments for withholding tax and number of shares issued associated with Long-Term Incentive Plan vesting (in shares)		366
Payments for withholding tax and number of shares issued associated with Long-Term Incentive Plan vesting	(16,364)	$ 1	(16,365)			(16,364)
Non-cash equity-based compensation and other costs	10,235		10,235			10,235
Other comprehensive loss	(32)				(32)	(32)
Net loss	(45,307)			(45,307)		(45,307)
Shares, outstanding, ending balance (in shares) at Mar. 31, 2022		66,559
Balance at the end of the period at Mar. 31, 2022	501,269	$ 67	593,936	(45,307)	267	548,963
Noncontrolling interest, ending balance at Mar. 31, 2022							(47,694)
Shares, outstanding, beginning balance (in shares) at Dec. 31, 2022		66,966
Balance at the beginning of period at Dec. 31, 2022	286,756	$ 67	502,554	(168,307)	197	334,511
Noncontrolling interest, beginning balance at Dec. 31, 2022							(47,755)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dividends declared	(60,940)		(60,940)			(60,940)
Common shares issued in lieu of dividends (in shares)		188
Common shares issued in lieu of dividends	8,698		8,698			8,698
Payments for withholding tax and number of shares issued associated with Long-Term Incentive Plan vesting (in shares)		574
Payments for withholding tax and number of shares issued associated with Long-Term Incentive Plan vesting	(15,264)	$ 1	(15,265)			(15,264)
Non-cash equity-based compensation and other costs	16,708		16,708			16,708
Support Payments	9,821		9,821			9,821
Other comprehensive loss	1				1	1
Net loss	(116,859)			(116,899)		(116,899)	40
Shares, outstanding, ending balance (in shares) at Mar. 31, 2023		67,728
Balance at the end of the period at Mar. 31, 2023	$ 128,921	$ 68	$ 461,576	$ (285,206)	$ 198	$ 176,636
Noncontrolling interest, ending balance at Mar. 31, 2023							$ (47,715)

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net loss	$ (116,859)	$ (45,307)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	34,674	22,559
Interest expense pursuant to repurchase accounting	40,373	0
Amortization of debt issuance costs, debt premium, and original issue discounts	654	647
Loss on disposal of assets	3,629	901
Non-cash equity-based compensation and other expense	16,708	10,260
Fair value changes in derivatives	(439)	(1,485)
Unrealized loss on foreign currency transactions, net	113	98
Change in operating assets and liabilities:
Accounts and other receivables	39,045	26,328
Prepaid expenses and other current and long-term assets	14,387	(426)
Inventories	(15,027)	(7,733)
Finished goods subject to repurchase accounting	(27,242)	0
Derivatives	438	(125)
Accounts payable, accrued liabilities, and other current liabilities	(42,012)	(28,939)
Deferred revenue	104,094	0
Accrued interest	(15,846)	(12,451)
Other long-term liabilities	(4,818)	(7,250)
Net cash provided by (used in) operating activities	31,872	(42,923)
Cash flows from investing activities:
Purchases of property, plant, and equipment	(72,194)	(53,051)
Payment for acquisition of a business	0	(5,000)
Net cash used in investing activities	(72,194)	(58,051)
Cash flows from financing activities:
Principal payments on senior secured revolving credit facility, net	(280,000)	(172,000)
Proceeds from debt issuance	102,900	0
Principal payments on other long-term debt and finance lease obligations	(12,089)	(4,839)
Cash paid related to debt issuance costs and deferred offering costs	(1,662)	(591)
Support payments received	9,821	0
Proceeds from sale of finished goods subject to repurchase accounting	14,887	0
Proceeds from issuance of Series A convertible preferred shares, net	248,583	0
Proceeds from issuance of Enviva Inc. common shares, net	0	333,615
Cash dividends	(56,556)	(52,037)
Payment for withholding tax associated with Long-Term Incentive Plan vesting	(15,265)	(16,364)
Net cash provided by financing activities	10,619	87,784
Net decrease in cash, cash equivalents, and restricted cash	(29,703)	(13,190)
Cash, cash equivalents, and restricted cash, beginning of period	251,077	18,518
Cash, cash equivalents, and restricted cash, end of period	221,374	5,328
Non-cash investing and financing activities:
Property, plant, and equipment acquired included in accounts payable and accrued liabilities	(108)	9,534
Supplemental information:
Interest paid, net of capitalized interest	$ 38,899	$ 21,612

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Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Preferred stock, shares issued (in shares)		0
Preferred stock, shares outstanding (in shares)		0
Common stock, shares, issued (in shares)	67,727,662	66,966,092
Preferred Stock
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	100,000,000	100,000,000
Preferred stock, shares issued (in shares)	6,605,671	6,605,671
Preferred stock, shares outstanding (in shares)	6,605,671
Common Stock
Common stock, par value (in dollars per share)	$ 0.001
Common stock, shares authorized (in shares)	600,000,000
Common stock, shares, outstanding (in shares)	67,727,662	66,966,092

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Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Comprehensive Income [Abstract]
Other comprehensive loss, net of tax of $0	$ 0	$ 0

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Description of Business and Basis of Presentation

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business and Basis of Presentation

Description of Business and Basis of Presentation

Enviva Inc. supplies utility-grade wood pellets primarily to major power generators under long-term, take-or-pay off-take contracts. We procure wood fiber and process it into utility-grade wood pellets and load the finished wood pellets into railcars, trucks, and barges for transportation to deep-water marine terminals, where they are received, stored, and ultimately loaded onto oceangoing vessels for delivery to our customers principally in the United Kingdom (the “U.K.”), the European Union (the “EU”), and Japan.

We own and operate ten industrial-scale wood pellet production plants located in the Southeastern United States. In addition to the volumes from our plants, we also procure wood pellets from third parties. Wood pellets are exported from our wholly owned deep-water marine terminal at the Port of Chesapeake, Virginia, terminal assets at the Port of Wilmington, North Carolina, and at the Port of Pascagoula, Mississippi, and from third-party deep-water marine terminals in Mobile, Alabama, Panama City, Florida, and Savannah, Georgia under a short-term contract, a long-term contract, and a lease and associated terminal services agreement, respectively.

Basis of Presentation

Principles of Consolidation

Our consolidated financial statements include the accounts of Enviva and its wholly owned subsidiaries and controlled subsidiaries, including variable interest entities in which we are the primary beneficiary as we have the sole power to direct the activities that most impact the economics of the variable interest entities. All intercompany balances and transactions have been eliminated in consolidation.

Unaudited Financial Statements

The unaudited 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 Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements.

In the opinion of 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. 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 financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2022, which include the names of legal entities that are our subsidiaries and which also include defined terms used in the unaudited financial statements.

Reclassification

Certain prior year amounts have been reclassified from operating lease liabilities to other long-term liabilities to conform to current period presentation on the consolidated statements of cash flows.

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Significant Accounting Policies

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Significant Accounting Policies

Significant Accounting Policies

During interim periods, we follow the accounting policies disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022.

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 our consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates.

Recently Issued Accounting Standards not yet Adopted

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

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Revenue

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue

Revenue

See Note 3, Revenue to the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022.

Performance Obligations

As of March 31, 2023, the aggregate amount of consideration from contracts with customers allocated to the performance obligations that were unsatisfied or partially satisfied was approximately $19.1 billion. This amount excludes forward prices related to variable consideration including inflation, foreign currency, and commodity prices. Also, this amount excludes the effects of the related foreign currency derivative contracts as they do not represent contracts with customers. We expect to recognize approximately 5.0% of our remaining performance obligations during the remainder of 2023, an additional 8.0% in 2024, and the balance thereafter. Our off-take contracts expire at various times through 2045 and our terminal services contract with a customer expires in 2023.

Variable Consideration

For the three months ended March 31, 2023, product sales revenue was increased by an insignificant amount related to performance obligations satisfied in previous periods. For the three months ended March 31, 2022, we recognized $0.3 million of product sales revenue related to performance obligations satisfied in previous periods. There was no variable consideration from our terminal services contract for the three months ended March 31, 2023 and 2022.

Contract Balances

Accounts receivable related to product sales as of March 31, 2023 and December 31, 2022 were $108.7 million and $160.4 million, respectively. Of these amounts, $89.3 million and $136.1 million, as of March 31, 2023 and December 31, 2022 respectively, related to amounts that were not yet billable under our contracts with customers pending finalization of prerequisite billing documentation. The amounts that had not been billed are billed upon receipt of prerequisite billing documentation, where substantially all is typically billed one to two weeks after full loading of the vessel, and where the remaining balance is typically billed one to two weeks after discharge of the vessel. Accounts receivable also included $20.1 million and $9.4 million, as of March 31, 2023 and December 31, 2022 respectively, related to distribution costs recoverable from the customer through the cost pass-through mechanism where the costs and their recovery are included in cost of goods sold.

Customer Assets

As of March 31, 2023, the balance of the customer assets is $141.6 million, which relate to payments we paid, or will pay, to customers in exchange for rescheduling and/or re-pricing our take-or-pay agreements.

During the three months ended March 31, 2023, we agreed to pay an additional $5.2 million to certain customers with whom we have long-term, take-or-pay off-take contracts. Additionally, $3.5 million was amortized as a reduction to product sales revenue. We had no amortization during the three months ended March 31, 2022. The asset has been tested for recoverability, which involves a comparison of the contract price we expect to receive under the related take-or-pay agreement, reduced by the amortization of the contract asset, compared to our expected costs to produce, procure and deliver the volumes specified in the contract. The expected costs of producing volumes in the future require estimates, including estimates of manufacturing throughput volumes and future energy, fiber, shipping, distribution, and overhead costs. Actual results could be different than these estimates, and our estimates could change in the future based upon new facts and circumstances and could result in these assets no longer being recoverable.

Our obligation to make future payments under the terms of our modified agreements as of March 31, 2023, included $36.8 million in customer liabilities and $24.8 million in other long-term liabilities, and as of December 31, 2022, included $75.2 million in customer liabilities and $26.4 million in other long-term liabilities.

Repurchase Accounting

During the three months ended December 31, 2022, we entered into various agreements to sell and purchase wood pellets with an existing customer through 2025 at a fixed price per metric ton (“MT”). Under these agreements, the quantities we agreed to purchase exceeded the quantities we agreed to sell. Under the revenue accounting standard, these sale and purchase agreements were combined with existing sale agreements because the 2022 agreements were entered into at or near the same time with the same customer and were negotiated as a package with a single commercial objective. We accounted for the

combined contract as a modification of the existing enforceable rights and obligations of our long-term, take-or-pay off-take contracts with the same customer. The contact modification was considered to be the termination of the existing contract and the creation of a new contract. We allocated the total remaining transaction price (which includes any additional transaction price from the modification) to the remaining quantities to be transferred under the modified contract. As of March 31, 2023 and December 31, 2022, we had $73.7 million and $72.7 million, respectively, of deferred revenue for consideration received from the customer in excess of the amounts allocated to the wood pellets transferred to that customer under the modified contract.

Under the repurchase agreement requirements in the revenue standard, the wood pellets subject to repurchase were accounted for as a financing arrangement because the purchase prices exceed the original selling prices of the wood pellets under the modified contract. As a result, we recognized a financial liability for an amount equal to the selling prices of the wood pellets under the modified contract. Over the period between when volumes are delivered to this customer and when corresponding volumes are purchased from this customer, the difference between the selling price of the wood pellets under the modified contract and the contractual purchase price will be recognized as interest expense with a corresponding increase to the financial liability. During the three months ended March 31, 2023, the product delivered under the modified contract recognized as an increase to the financial liability was $28.7 million and interest expense of $40.4 million was recognized as an increase to the financial liability. The financial liability including interest expense classified as a current liability as of March 31, 2023 and December 31, 2022 was $180.9 million and $111.9 million, respectively. The financial liability was classified as a current liability as the repurchases corresponding to the volumes delivered are expected to all occur in 2023.

Under repurchase accounting as a financing arrangement, we continued to recognize the volumes delivered as finished goods inventory at a carrying value of $120.3 million and $95.3 million as of March 31, 2023 and December 31, 2022, respectively, which include all costs directly incurred in bringing those delivered volumes to their existing location. When the future volumes are purchased and sold to different customers, the product sales recognized will be based on the finished goods inventory cost of the previously delivered volumes, not the repurchase price. During the three months ended March 31, 2023, the finished goods inventory carrying cost was impacted by an impairment expense of $2.3 million resulting from the cost exceeding the estimated net realizable value.

Contract Modification

During the three months ended March 31, 2023, we received $100.0 million from a customer to modify a long-term off-take contract. Also, in connection with the contract modification we agreed to narrow the specifications of the wood pellets delivered under the long-term off-take contract in return for an increase in the contract price per MT. The prepayment of the $100.0 million will be amortized against the increase of the contract sale price per MT and recognized as deliveries are made through 2039.

As of March 31, 2023, $7.1 million was included in short-term deferred revenue and $92.5 million was included in long-term deferred revenue.

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Significant Risks and Uncertainties, Including Business and Credit Concentrations

3 Months Ended

Mar. 31, 2023

Risks and Uncertainties [Abstract]

Significant Risks and Uncertainties, Including Business and Credit Concentrations

Significant Risks and Uncertainties, Including Business and Credit Concentrations

Our business is significantly impacted by greenhouse gas emission and renewable energy legislation and regulations in the U.K., the EU as well as its member states, and Japan. If the U.K., the EU or its member states, or Japan significantly modify such legislation or regulations, then our ability to enter into new contracts as our existing contracts expire may be materially affected.

One rail service provider transports wood pellet production for four of our ten production plants to the applicable terminal. Labor strikes or other disruptions to rail service could materially impact our ability to transport our finished products to port for delivery to customers.

In addition to pellets sold from our own production, we procure wood pellets from third parties to resell under our long-term off-take arrangements and other sales agreements. During the three months ended March 31, 2023 and 2022, we purchased approximately $13.8 million and $9.4 million, respectively, of wood pellets under long-term contracts with third parties. For the three months ended March 31, 2023, our four largest suppliers of wood pellets purchased represented 28%, 28%, 15%, and 15% of these purchases.

Our product sales are primarily to industrial customers located in the U.K., Denmark, Japan, Belgium, and the Netherlands. Product sales to third-party customers that accounted for 10% or a greater share of consolidated product sales were as follows:

	Three Months Ended March 31,
	2023		2022
Customer A	38	%	22	%
Customer B	10	%	3	%
Customer C	10	%	18	%
Customer D	8	%	15	%
Customer E	—	%	19	%
Customer G	13	%	8	%

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Inventories

3 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

Inventories

Inventories

Inventories consisted of the following as of:

	March 31, 2023		December 31, 2022
Raw materials and work-in-process	$	21,935	$	23,272
Consumable tooling	31,045		28,548
Finished goods on hand	12,427		11,794
Finished goods subject to repurchase accounting	120,339		95,270
Total inventories	$	185,746	$	158,884

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Property, Plant and Equipment, net

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment, net

Property, Plant, and Equipment, net

Property, plant, and equipment, net consisted of the following as of:

	March 31, 2023		December 31, 2022
Land	$	26,491	$	26,491
Land improvements	77,380		77,126
Buildings	449,305		440,894
Machinery and equipment	1,329,796		1,299,385
Vehicles	10,222		9,667
Furniture and office equipment	31,482		27,064
Leasehold improvements	23,409		23,409
Property, plant, and equipment	1,948,085		1,904,036
Less accumulated depreciation	(545,414)		(513,876)
Property, plant, and equipment, net	1,402,671		1,390,160
Construction in progress	195,872		194,715
Total property, plant, and equipment, net	$	1,598,543	$	1,584,875

Total capitalized interest related to construction in progress and depreciation expense were as follows:

	Three Months Ended March 31,
	2023		2022
Capitalized interest related to construction in progress	$	4,623	$	5,850
Depreciation expense	34,959		22,725

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Accrued and Other Current Liabilities

3 Months Ended

Mar. 31, 2023

Payables and Accruals [Abstract]

Accrued and Other Current Liabilities

Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following as of:

	March 31, 2023		December 31, 2022
Accrued expenses - compensation and benefits	$	11,554	$	11,942
Accrued expenses - wood pellet purchases and distribution costs	35,673		49,615
Accrued expenses - operating costs and expenses	54,329		51,122
Accrued capital expenditures	8,133		10,960
Other accrued expenses and other current liabilities	23,706		22,858
Accrued and other current liabilities	$	133,395	$	146,497

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Long-Term Debt and Finance Lease Obligations

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Long–Term Debt and Capital Lease Obligations

Long-Term Debt and Finance Lease Obligations

Long-term debt and finance lease obligations at carrying value consisted of the following as of:

	March 31, 2023		December 31, 2022
2026 Notes, net of unamortized discount, premium, and debt issuance costs of $1.9 million and $2.0 million as of March 31, 2023 and December 31, 2022, respectively	$	748,141	$	747,991
Senior secured credit facility - revolving credit borrowings	156,000		436,000
Senior secured credit facility - term loan, net of unamortized discount and debt issuance costs of $3.7 million and $0.0 million as of March 31, 2023 and December 31, 2022, respectively	101,032		—
Epes Tax-Exempt Green Bond, net of unamortized discount and debt issuance costs of $4.3 million and $4.3 million as of March 31, 2023 and December 31, 2022, respectively	245,697		245,727
Bond Tax-Exempt Green Bonds, net of unamortized discount and debt issuance costs of $2.1 million and $2.0 million as of March 31, 2023 and December 31, 2022, respectively	97,939		98,004
New Markets Tax Credit loans, net of unamortized discount and debt issuance costs of $2.5 million and $2.6 million as of March 31, 2023 and December 31, 2021, respectively	28,910		28,791
Seller Note, net of an insignificant amount of unamortized discount as of December 31, 2022(1)	—		8,705
Other loans	5,195		5,418
Finance leases	25,475		22,123
Total long-term debt and finance lease obligations	1,408,389		1,592,759
Less current portion of long-term debt and finance lease obligations	(15,313)		(20,993)
Long-term debt and finance lease obligations, excluding current installments	$	1,393,076	$	1,571,766

(1)The outstanding principal of the Seller Note of $8.8 million and an insignificant amount of accrued interest were repaid in full at maturity in February 2023.

The estimated carrying amount and fair value of long-term debt as of March 31, 2023 was $1.4 billion and $1.2 billion, respectively and as of December 31, 2022 was $1.6 billion and $1.5 billion, respectively.

As of March 31, 2023 and December 31, 2022, we were in compliance with the covenants and restrictions associated with, and no events of default existed under, the loan and indenture agreements governing the 2026 Notes, senior secured credit facility, new markets tax credit loans, Epes Tax-Exempt Green Bonds, and Bond Tax-Exempt Green Bonds, each of which is described in more detail in Note 12, Long-Term Debt and Finance Lease Obligations to the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022.

2026 Notes

The 2026 Notes are guaranteed jointly and severally on a senior unsecured basis by most of our existing subsidiaries and may be guaranteed by certain future restricted subsidiaries.

Senior Secured Credit Facility

In January 2023, under our senior secured credit facility, we entered into a senior secured term loan facility providing for $105.0 million principal amount, maturing in June 2027. Borrowing rates are variable and calculated as the Secured Overnight Financing Rate plus 4.00% per annum. We used the proceeds to repay revolver borrowings under our senior secured revolving credit facility and pay fees and costs.

Our obligations under the senior secured credit facility are guaranteed by certain of our subsidiaries and secured by liens on substantially all of our assets; however, the senior secured credit facility is not guaranteed by Enviva Wilmington Holdings, LLC or Enviva Pellets Epes, LLC, or secured by liens on their assets.

As of March 31, 2023 and December 31, 2022, we had $413.0 million and $133.0 million, respectively, available under our senior secured revolving credit facility, net of $1.0 million and $1.0 million, respectively, of letters of credit outstanding.

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Income Taxes	3 Months Ended
	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income TaxesOur provision for income taxes is based on the estimated annual effective tax rate, plus discrete items. The effective tax rate for the three months ended March 31, 2023 and 2022 was 0.0%. The effective tax rate was primarily due to the full valuation allowance against the net deferred tax asset.

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Mezzanine Equity

3 Months Ended

Mar. 31, 2023

Temporary Equity Disclosure [Abstract]

Mezzanine Equity

Mezzanine Equity

On February 28, 2023, the Company and certain accredited investors (the “Investors”), entered into subscription agreements (the “Subscription Agreements”) to sell shares of Series A Preferred Stock of the Company, par value $0.001 per share (“Preferred Shares”) in a private placement (the “Private Placement”). The Private Placement priced at the official closing price of the New York Stock Exchange on March 1, 2023, which was $37.71. On March 20, 2023, we closed the Private Placement and issued 6,605,671 Preferred Shares and received gross proceeds of $249.1 million. We incurred $0.5 million of issuance costs and intend to use the net proceeds of $248.6 million to fund our growth capital program and for general corporate purposes. We initially used the net proceeds to repay borrowings under our senior secured revolving credit facility.

Each Preferred Share is convertible into one share of common stock of the Company, par value $0.001 per share, subject to adjustment for any stock dividends, splits, combinations, and similar events, and will automatically convert into common stock upon shareholder approval of the conversion by a majority of the votes cast, which is expected to be obtained on or before June 15, 2023. The Subscription Agreements contain customary representations, warranties, and covenants of the Company and the Investors, including an agreement by the Company to seek shareholder approval of the issuance of common stock to the Investors. On February 28, 2023, the Investors entered into a voting agreement, pursuant to which they agreed to vote shares of common stock held by them in favor of the conversion.

The Preferred Shares are redeemable only upon the occurrence of a deemed liquidation event where the holders would be entitled to receive cash or the value of the property, rights or securities paid or distributed to such holders by the Company or the acquiring person, firm or other entity. Effecting a deemed liquidation event would require approval of the board of directors of the Company (the “Board) and the holders control the Board. As the occurrence of a deemed liquidation event is not solely within our control, the Preferred Shares are presented as mezzanine equity. As the Preferred Shares are not currently redeemable or probable of becoming redeemable, their balance continues to be recorded at their gross proceeds, net of their issuance costs.

The holders of the Preferred Shares are entitled to participate equally and ratably with the holders of the common stock in all dividends or other distributions on the shares of common stock. The Preferred Shares rank senior in preference and priority to all classes or series of common stock with respect to dividend rights and rights upon liquidation, dissolution, or winding up of the Company. As the Preferred Shares do not share in our losses, no adjustment was required to our net loss per common share.

On March 20, 2023, in connection with the closing of the Private Placement, the Company and Investors entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file and maintain a registration statement with respect to the resale of the shares of common stock issuable upon conversion of the Preferred Shares on the terms set forth therein. The Registration Rights Agreement also provides certain Investors with customary piggyback registration rights.

Shareholders’ Equity

Dividend Reinvestment

Pursuant to a dividend reinvestment plan with respect to a portion of the shares of common stock held by our former sponsor, we issued 188,321 shares of common stock in lieu of cash dividends of $8.7 million during the three months ended March 31, 2023 and 110,387 shares of common stock in lieu of cash dividends of $7.8 million during the three months ended March 31, 2022. See Note 15, Equity - Simplification Transaction to the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022.

Cash Dividends

During the three months ended March 31, 2023, we declared dividends of $0.905 per common share totaling $60.9 million. During the three months ended March 31, 2022, we declared dividends of $0.86 per common share totaling $59.0 million.

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Shareholders' Equity

3 Months Ended

Mar. 31, 2023

Stockholders' Equity Note [Abstract]

Shareholders' Equity

Mezzanine Equity

On February 28, 2023, the Company and certain accredited investors (the “Investors”), entered into subscription agreements (the “Subscription Agreements”) to sell shares of Series A Preferred Stock of the Company, par value $0.001 per share (“Preferred Shares”) in a private placement (the “Private Placement”). The Private Placement priced at the official closing price of the New York Stock Exchange on March 1, 2023, which was $37.71. On March 20, 2023, we closed the Private Placement and issued 6,605,671 Preferred Shares and received gross proceeds of $249.1 million. We incurred $0.5 million of issuance costs and intend to use the net proceeds of $248.6 million to fund our growth capital program and for general corporate purposes. We initially used the net proceeds to repay borrowings under our senior secured revolving credit facility.

Each Preferred Share is convertible into one share of common stock of the Company, par value $0.001 per share, subject to adjustment for any stock dividends, splits, combinations, and similar events, and will automatically convert into common stock upon shareholder approval of the conversion by a majority of the votes cast, which is expected to be obtained on or before June 15, 2023. The Subscription Agreements contain customary representations, warranties, and covenants of the Company and the Investors, including an agreement by the Company to seek shareholder approval of the issuance of common stock to the Investors. On February 28, 2023, the Investors entered into a voting agreement, pursuant to which they agreed to vote shares of common stock held by them in favor of the conversion.

The Preferred Shares are redeemable only upon the occurrence of a deemed liquidation event where the holders would be entitled to receive cash or the value of the property, rights or securities paid or distributed to such holders by the Company or the acquiring person, firm or other entity. Effecting a deemed liquidation event would require approval of the board of directors of the Company (the “Board) and the holders control the Board. As the occurrence of a deemed liquidation event is not solely within our control, the Preferred Shares are presented as mezzanine equity. As the Preferred Shares are not currently redeemable or probable of becoming redeemable, their balance continues to be recorded at their gross proceeds, net of their issuance costs.

The holders of the Preferred Shares are entitled to participate equally and ratably with the holders of the common stock in all dividends or other distributions on the shares of common stock. The Preferred Shares rank senior in preference and priority to all classes or series of common stock with respect to dividend rights and rights upon liquidation, dissolution, or winding up of the Company. As the Preferred Shares do not share in our losses, no adjustment was required to our net loss per common share.

On March 20, 2023, in connection with the closing of the Private Placement, the Company and Investors entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file and maintain a registration statement with respect to the resale of the shares of common stock issuable upon conversion of the Preferred Shares on the terms set forth therein. The Registration Rights Agreement also provides certain Investors with customary piggyback registration rights.

Shareholders’ Equity

Dividend Reinvestment

Pursuant to a dividend reinvestment plan with respect to a portion of the shares of common stock held by our former sponsor, we issued 188,321 shares of common stock in lieu of cash dividends of $8.7 million during the three months ended March 31, 2023 and 110,387 shares of common stock in lieu of cash dividends of $7.8 million during the three months ended March 31, 2022. See Note 15, Equity - Simplification Transaction to the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022.

Cash Dividends

During the three months ended March 31, 2023, we declared dividends of $0.905 per common share totaling $60.9 million. During the three months ended March 31, 2022, we declared dividends of $0.86 per common share totaling $59.0 million.

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Equity-Based Awards

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement, Disclosure [Abstract]

Equity-Based Awards

Equity-Based Awards

Enviva Inc. Long-Term Incentive Plan (“LTIP”)

Employee Awards

The following table summarizes information regarding restricted stock unit awards (the “Employee Awards”) under the LTIP:

	Time-Based Restricted Stock Units			Performance-Based Restricted Stock Units			Total Employee Awards Restricted Stock Units
	Units	Weighted-Average Grant Date Fair Value (per unit)(1)		Units	Weighted-Average Grant Date Fair Value (per unit)(1)		Units	Weighted-Average Grant Date Fair Value (per unit)(1)
Nonvested December 31, 2022	751,603	$	61.19	546,169	$	52.17	1,297,772	$	57.39
Granted	658,659	$	42.91	172,397	$	47.27	831,056	$	43.81
Forfeitures	(10,208)	$	52.03	(5,963)	$	55.79	(16,171)	$	53.41
Vested	(359,448)	$	39.81	(82,514)	$	43.43	(441,962)	$	40.49
Nonvested March 31, 2023	1,040,606	$	51.10	630,089	$	51.55	1,670,695	$	51.27

(1) Determined by dividing the aggregate grant date fair value of awards by the number of units.

During the three months ended March 31, 2023, we issued a one-time discretionary equity-based award to our employees. We issued 272,906 common shares to 487 employees and recognized non-cash equity-based compensation expense of $8.4 million associated with the common shares issued.

The unrecognized estimated non-cash equity-based compensation expense relating to outstanding Employee Awards as of March 31, 2023 was $55.4 million, which will be recognized over the remaining vesting period.

Director Awards

The following table summarizes information regarding restricted stock unit awards to independent directors of the Company under the LTIP:

	Time-Based Restricted Stock Units
	Units	Weighted-Average Grant Date Fair Value (per unit)(1)
Nonvested December 31, 2022	18,729	$	72.07
Granted	34,167	$	45.48
Vested	(18,729)	$	72.07
Nonvested March 31, 2023	34,167	$	45.48

(1) Determined by dividing the aggregate grant date fair value of awards by the number of units.

Restricted Shares

Certain employees previously received Series B units of our former sponsor that were intended to constitute “profits interests” as defined by the Internal Revenue Service that, due to the Simplification Transaction, converted to common shares of the Company. The common shares subject to restriction have had or will have their restrictions released as follows: one-third on each of December 31, 2022, 2023, and 2024. The unrecognized estimated non-cash equity-based compensation and other expense relating to outstanding common shares subject to restriction as of March 31, 2023 was $20.0 million, which will be recognized over the remaining vesting period.

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Net Loss per Enviva Inc. Common Share

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Net Loss per Enviva Inc. Common Share

Net Loss per Enviva Inc. Common Share

We use the two-class method to calculate basic and diluted earnings per common share which requires earnings per share for each class of stock. Net loss attributable to common shareholders is increased for dividend equivalent rights paid on time-based restricted stock units during the period. Series A preferred stock does not share in a proportionate allocation of undistributed losses as it has no contractual obligation to share in losses of the Company.

Net loss per basic and diluted Enviva Inc. common share were computed as follows:

	Three Months Ended March 31,
	2023		2022
Net loss attributable to Enviva Inc.	$	(116,899)	$	(45,307)
Dividend equivalent rights paid on time-based restricted stock units	(854)		(962)
Net loss attributable to Enviva Inc. common stockholders	$	(117,753)	$	(46,269)
Weighted average shares outstanding - basic and diluted	67,363		65,028
Net loss per common share - basic and diluted	$	(1.75)	$	(0.71)

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Subsequent Event	3 Months Ended
	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent Event	Subsequent EventOn May 2, 2023, our Board adopted a program for the possible opportunistic repurchase of up to $100.0 million of our common stock. Purchases may be made from time to time in the open market, in privately negotiated transactions, or otherwise. The manner, timing, and amount of any purchases will be determined based on our evaluation of market conditions, stock price, compliance with outstanding agreements and other factors, may be commenced or suspended at any time without notice and does not obligate the Company to purchase shares during any period or at all.

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Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Principles of Consolidation	Our consolidated financial statements include the accounts of Enviva and its wholly owned subsidiaries and controlled subsidiaries, including variable interest entities in which we are the primary beneficiary as we have the sole power to direct the activities that most impact the economics of the variable interest entities. All intercompany balances and transactions have been eliminated in consolidation.
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 our consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates.
Recently Issued Accounting Standards not yet Adopted	Currently, there are no recently issued accounting standards not yet adopted by us that we expect to be reasonably likely to materially impact our financial position, results of operations, or cash flows.

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Significant Risks and Uncertainties, Including Business and Credit Concentrations (Tables)

3 Months Ended

Mar. 31, 2023

Risks and Uncertainties [Abstract]

Schedule of revenue from major customers

Product sales to third-party customers that accounted for 10% or a greater share of consolidated product sales were as follows:

	Three Months Ended March 31,
	2023		2022
Customer A	38	%	22	%
Customer B	10	%	3	%
Customer C	10	%	18	%
Customer D	8	%	15	%
Customer E	—	%	19	%
Customer G	13	%	8	%

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Inventories (Tables)

3 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

Schedule of inventories

Inventories consisted of the following as of:

	March 31, 2023		December 31, 2022
Raw materials and work-in-process	$	21,935	$	23,272
Consumable tooling	31,045		28,548
Finished goods on hand	12,427		11,794
Finished goods subject to repurchase accounting	120,339		95,270
Total inventories	$	185,746	$	158,884

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Property, Plant and Equipment, net (Tables)

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of property, plant and equipment

Property, plant, and equipment, net consisted of the following as of:

	March 31, 2023		December 31, 2022
Land	$	26,491	$	26,491
Land improvements	77,380		77,126
Buildings	449,305		440,894
Machinery and equipment	1,329,796		1,299,385
Vehicles	10,222		9,667
Furniture and office equipment	31,482		27,064
Leasehold improvements	23,409		23,409
Property, plant, and equipment	1,948,085		1,904,036
Less accumulated depreciation	(545,414)		(513,876)
Property, plant, and equipment, net	1,402,671		1,390,160
Construction in progress	195,872		194,715
Total property, plant, and equipment, net	$	1,598,543	$	1,584,875

Schedule of depreciation expense and capitalized interest related to construction in progress table

Total capitalized interest related to construction in progress and depreciation expense were as follows:

	Three Months Ended March 31,
	2023		2022
Capitalized interest related to construction in progress	$	4,623	$	5,850
Depreciation expense	34,959		22,725

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Accrued and Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2023

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Liabilities

Accrued and other current liabilities consisted of the following as of:

	March 31, 2023		December 31, 2022
Accrued expenses - compensation and benefits	$	11,554	$	11,942
Accrued expenses - wood pellet purchases and distribution costs	35,673		49,615
Accrued expenses - operating costs and expenses	54,329		51,122
Accrued capital expenditures	8,133		10,960
Other accrued expenses and other current liabilities	23,706		22,858
Accrued and other current liabilities	$	133,395	$	146,497

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Long-Term Debt and Finance Lease Obligations (Tables)

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Schedule of long-term debt and finance lease obligations

Long-term debt and finance lease obligations at carrying value consisted of the following as of:

	March 31, 2023		December 31, 2022
2026 Notes, net of unamortized discount, premium, and debt issuance costs of $1.9 million and $2.0 million as of March 31, 2023 and December 31, 2022, respectively	$	748,141	$	747,991
Senior secured credit facility - revolving credit borrowings	156,000		436,000
Senior secured credit facility - term loan, net of unamortized discount and debt issuance costs of $3.7 million and $0.0 million as of March 31, 2023 and December 31, 2022, respectively	101,032		—
Epes Tax-Exempt Green Bond, net of unamortized discount and debt issuance costs of $4.3 million and $4.3 million as of March 31, 2023 and December 31, 2022, respectively	245,697		245,727
Bond Tax-Exempt Green Bonds, net of unamortized discount and debt issuance costs of $2.1 million and $2.0 million as of March 31, 2023 and December 31, 2022, respectively	97,939		98,004
New Markets Tax Credit loans, net of unamortized discount and debt issuance costs of $2.5 million and $2.6 million as of March 31, 2023 and December 31, 2021, respectively	28,910		28,791
Seller Note, net of an insignificant amount of unamortized discount as of December 31, 2022(1)	—		8,705
Other loans	5,195		5,418
Finance leases	25,475		22,123
Total long-term debt and finance lease obligations	1,408,389		1,592,759
Less current portion of long-term debt and finance lease obligations	(15,313)		(20,993)
Long-term debt and finance lease obligations, excluding current installments	$	1,393,076	$	1,571,766

(1)The outstanding principal of the Seller Note of $8.8 million and an insignificant amount of accrued interest were repaid in full at maturity in February 2023.

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Equity-Based Awards (Tables)

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement, Disclosure [Abstract]

Schedule of restricted stock units

The following table summarizes information regarding restricted stock unit awards (the “Employee Awards”) under the LTIP:

	Time-Based Restricted Stock Units			Performance-Based Restricted Stock Units			Total Employee Awards Restricted Stock Units
	Units	Weighted-Average Grant Date Fair Value (per unit)(1)		Units	Weighted-Average Grant Date Fair Value (per unit)(1)		Units	Weighted-Average Grant Date Fair Value (per unit)(1)
Nonvested December 31, 2022	751,603	$	61.19	546,169	$	52.17	1,297,772	$	57.39
Granted	658,659	$	42.91	172,397	$	47.27	831,056	$	43.81
Forfeitures	(10,208)	$	52.03	(5,963)	$	55.79	(16,171)	$	53.41
Vested	(359,448)	$	39.81	(82,514)	$	43.43	(441,962)	$	40.49
Nonvested March 31, 2023	1,040,606	$	51.10	630,089	$	51.55	1,670,695	$	51.27

(1) Determined by dividing the aggregate grant date fair value of awards by the number of units.

The following table summarizes information regarding restricted stock unit awards to independent directors of the Company under the LTIP:

	Time-Based Restricted Stock Units
	Units	Weighted-Average Grant Date Fair Value (per unit)(1)
Nonvested December 31, 2022	18,729	$	72.07
Granted	34,167	$	45.48
Vested	(18,729)	$	72.07
Nonvested March 31, 2023	34,167	$	45.48

(1) Determined by dividing the aggregate grant date fair value of awards by the number of units.

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Net Loss per Enviva Inc. Common Share (Tables)

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Schedule of Earnings (Loss) Per Share, Basic and Diluted

Net loss per basic and diluted Enviva Inc. common share were computed as follows:

	Three Months Ended March 31,
	2023		2022
Net loss attributable to Enviva Inc.	$	(116,899)	$	(45,307)
Dividend equivalent rights paid on time-based restricted stock units	(854)		(962)
Net loss attributable to Enviva Inc. common stockholders	$	(117,753)	$	(46,269)
Weighted average shares outstanding - basic and diluted	67,363		65,028
Net loss per common share - basic and diluted	$	(1.75)	$	(0.71)

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Description of Business and Basis of Presentation (Details)	Mar. 31, 2023 plant
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of industrial-scale production wood pellet production plants in operation	10

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Revenue - Performance Obligation (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2023
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations		$ 19,100.0
Revenue recognized related to performance obligation satisfied in previous periods	$ 0.3
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, percentage		5.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period		9 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, percentage		8.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period		1 year

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Revenue - Contract Balances (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Accounts receivable related to product sales	$ 108.7	$ 160.4
Cost of goods sold
Disaggregation of Revenue [Line Items]
Recoverable distribution costs	20.1	9.4
Not yet billable pending finalization of prerequisite billing documentation
Disaggregation of Revenue [Line Items]
Accounts receivable related to product sales	$ 89.3	$ 136.1

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Revenue - Customer Assets (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Customer assets	$ 141,600,000
Decrease in product sales revenue	3,500,000	$ 0
Customer liabilities, current
Disaggregation of Revenue [Line Items]
Contract with customer, liability	36,800,000		$ 75,200,000
Other long-term liabilities
Disaggregation of Revenue [Line Items]
Contract with customer, liability	24,800,000		$ 26,400,000
Long-Term Contract with Customer
Disaggregation of Revenue [Line Items]
Contract with customer, asset, reclassified to receivable	5,200,000
Contract with customer, liability	$ 100,000,000

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Revenue - Repurchase Accounting (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Financial liability pursuant to repurchase accounting	$ 180,954		$ 111,913
Interest expense	23,393	$ 9,970
Inventory, finished goods	12,427		11,794
Impairment expense on finished goods inventory	2,300
New, combined contract, blended price member
Disaggregation of Revenue [Line Items]
Deferred revenue	73,700		72,700
Financial liability pursuant to repurchase accounting	180,900		111,900
New, combined contract, blended price member | Financial Assets Sold under Agreement to Repurchase
Disaggregation of Revenue [Line Items]
Inventory, finished goods	120,300		$ 95,300
New, combined contract, blended price member | Financial liability subject to repurchase accounting
Disaggregation of Revenue [Line Items]
Financial liability pursuant to repurchase accounting	28,700
Interest expense	$ 40,400

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Revenue - Contract Modification (Details) - Long-Term Contract with Customer $ in Millions	Mar. 31, 2023 USD ($)
Disaggregation of Revenue [Line Items]
Deferred revenue related to off-take contracts	$ 100.0
Short-term deferred revenue	7.1
Long-term deferred revenue	$ 92.5

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Significant Risks and Uncertainties, Including Business and Credit Concentrations (Details) $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($) plant provider	Mar. 31, 2022 USD ($)
Concentration Risk
Number of rail service providers | provider	1
Number of production plants receiving wood pellet production from rail service provider	4
Number of industrial-scale production wood pellet production plants in operation	10
Wood pellet purchases | $	$ 13.8	$ 9.4
Wood pellet expense from third-party | Supplier Concentration Risk | Supplier One
Concentration Risk
Concentration risk (as a percent)	28.00%
Wood pellet expense from third-party | Supplier Concentration Risk | Supplier Two
Concentration Risk
Concentration risk (as a percent)	28.00%
Wood pellet expense from third-party | Supplier Concentration Risk | Supplier Three
Concentration Risk
Concentration risk (as a percent)	15.00%
Wood pellet expense from third-party | Supplier Concentration Risk | Supplier Four
Concentration Risk
Concentration risk (as a percent)	15.00%
Product sales | Percentage of sales
Concentration Risk
Concentration risk, threshold percentage	10.00%
Product sales | Percentage of sales | Customer A
Concentration Risk
Concentration risk (as a percent)	38.00%	22.00%
Product sales | Percentage of sales | Customer B
Concentration Risk
Concentration risk (as a percent)	10.00%	3.00%
Product sales | Percentage of sales | Customer C
Concentration Risk
Concentration risk (as a percent)	10.00%	18.00%
Product sales | Percentage of sales | Customer D
Concentration Risk
Concentration risk (as a percent)	8.00%	15.00%
Product sales | Percentage of sales | Customer E
Concentration Risk
Concentration risk (as a percent)	0.00%	19.00%
Product sales | Percentage of sales | Customer G
Concentration Risk
Concentration risk (as a percent)	13.00%	8.00%

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Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials and work-in-process	$ 21,935	$ 23,272
Consumable tooling	31,045	28,548
Inventory, finished goods	12,427	11,794
Finished goods subject to repurchase accounting	120,339	95,270
Total inventories	$ 185,746	$ 158,884

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Property, Plant and Equipment, net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	$ 1,948,085		$ 1,904,036
Less accumulated depreciation	(545,414)		(513,876)
Property, plant, and equipment, net	1,402,671		1,390,160
Construction in progress	195,872		194,715
Property, plant, and equipment, net	1,598,543		1,584,875
Capitalized interest related to construction in progress	4,623	$ 5,850
Depreciation expense	34,959	$ 22,725
Land
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	26,491		26,491
Land improvements
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	77,380		77,126
Buildings
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	449,305		440,894
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	1,329,796		1,299,385
Vehicles
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	10,222		9,667
Furniture and office equipment
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	31,482		27,064
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	$ 23,409		$ 23,409

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Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Accrued And Other Current Liabilities [Line Items]
Accrued expenses - compensation and benefits	$ 11,554	$ 11,942
Accrued and other current liabilities	133,395	146,497
Accrued expenses - wood pellet purchases and distribution costs
Accrued And Other Current Liabilities [Line Items]
Other accrued liabilities, current	35,673	49,615
Accrued expenses - operating costs and expenses
Accrued And Other Current Liabilities [Line Items]
Other accrued liabilities, current	54,329	51,122
Accrued capital expenditures
Accrued And Other Current Liabilities [Line Items]
Other accrued liabilities, current	8,133	10,960
Other accrued expenses and other current liabilities
Accrued And Other Current Liabilities [Line Items]
Other accrued liabilities, current	$ 23,706	$ 22,858

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Long-Term Debt and Finance Lease Obligations - Finance Lease Obligation Table (Details) - USD ($)	Mar. 31, 2023	Feb. 28, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Long-term finance lease obligations	$ 25,475,000		$ 22,123,000
Total long-term debt and finance lease obligations	1,408,389,000		1,592,759,000
Less current portion of long-term debt and finance lease obligations	(15,313,000)		(20,993,000)
Long-term debt and finance lease obligations	1,393,076,000		1,571,766,000
Other loans
Debt Instrument [Line Items]
Long term debt	5,195,000		5,418,000
2026 notes | Notes Payable, Other Payables
Debt Instrument [Line Items]
Unamortized discount, premium and debt issuance costs	1,900,000		2,000,000
Long term debt	748,141,000		747,991,000
Senior Secured Credit Facility, Revolving Credit Borrowings | Revolving credit facility | Revolving credit facility
Debt Instrument [Line Items]
Long term debt	156,000,000		436,000,000
Senior Secured Credit Facility, Term Loan | Revolving credit facility | Senior secured revolving credit facility
Debt Instrument [Line Items]
Unamortized discount, premium and debt issuance costs	3,700,000		0
Long term debt	101,032,000		0
Epes Tax-Exempt Green Bond | Municipal Bonds
Debt Instrument [Line Items]
Unamortized discount, premium and debt issuance costs	4,300,000		4,300,000
Long term debt	245,697,000		245,727,000
Bond Tax-Exempt Green Bond | Municipal Bonds
Debt Instrument [Line Items]
Unamortized discount, premium and debt issuance costs	2,100,000		2,000,000
Long term debt	97,939,000		98,004,000
New Market Tax Credit loan
Debt Instrument [Line Items]
Unamortized discount, premium and debt issuance costs	2,500,000		2,600,000
Long term debt	28,910,000		28,791,000
Seller Note | Promissory Note
Debt Instrument [Line Items]
Long term debt	$ 0		$ 8,705,000
Promissory note remaining principal balance		$ 8,800,000

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Long-Term Debt and Finance Lease Obligations - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Long-term debt and finance lease obligations	$ 1,393,076	$ 1,571,766
Fair value of long-term debt	$ 1,200,000	$ 1,500,000

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Long-Term Debt and Finance Lease Obligations - Senior Secured Credit Facilities (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Jan. 31, 2023	Dec. 31, 2022
Line of Credit Facility [Line Items]
Line of credit facility, remaining borrowing capacity	$ 413.0		$ 133.0
Letters of credit outstanding	$ 1.0		$ 1.0
Senior secured revolving credit facility | Revolving credit facility | Senior Secured Credit Facility, Term Loan
Line of Credit Facility [Line Items]
Debt instrument, principal amount		$ 105.0
Senior secured revolving credit facility | Revolving credit facility | Secured Overnight Financing Rate (SOFR) | Senior Secured Credit Facility, Term Loan
Line of Credit Facility [Line Items]
Margin rate	4.00%

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Income Taxes (Details)	3 Months Ended
	Mar. 31, 2023 USD ($)
Income Tax Disclosure [Abstract]
Income tax (benefit) expense at statutory federal income tax rate	$ 0.000

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Mezzanine Equity (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Mar. 01, 2023	Mar. 31, 2023	Mar. 31, 2022	Feb. 28, 2023
Temporary Equity [Line Items]
Proceeds from issuance of convertible preferred stock		$ 248,583	$ 0
Convertible Preferred Stock
Temporary Equity [Line Items]
Temporary equity, par value (in dollars per share)				$ 0.001
Share price (in dollars per share)	$ 37.71
Temporary equity, stock issued during period, shares, new issues (in shares)	6,605,671
Proceeds from issuance of convertible preferred stock, gross	$ 249,100
Issuance costs	500
Proceeds from issuance of convertible preferred stock	$ 248,600
Convertible preferred stock, shares issued upon conversion (in shares)				1
Common stock, par value (in dollars per share)				$ 0.001

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Shareholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Other Ownership Interests [Line Items]
Common shares issued in lieu of dividends	$ 8,698	$ 7,839
Common stock, dividends, per share, declared (in dollars per share)	$ 0.905	$ 0.86
Dividends, common stock	$ 60,900	$ 59,000
Dividend Reinvestment
Other Ownership Interests [Line Items]
Common shares issued in lieu of dividends (in shares)	188,321	110,387
Common shares issued in lieu of dividends	$ 8,700	$ 7,800

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Equity-Based Awards - Schedule of Employee Awards Under LTIP (Details) - Employee Awards	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Units
Nonvested at the beginning of the period (in units) | shares	1,297,772
Granted (in units) | shares	831,056
Forfeitures (in units) | shares	(16,171)
Vested (in units) | shares	(441,962)
Nonvested at the end of the period (in units) | shares	1,670,695
Nonvested at the beginning of the period (in dollars per unit) | $ / shares	$ 57.39
Granted (in dollars per unit) | $ / shares	43.81
Forfeitures (in dollar per unit) | $ / shares	53.41
Vested (in dollars per unit) | $ / shares	40.49
Nonvested at the end of the period (in dollars per unit) | $ / shares	$ 51.27
Time-Based Restricted Stock Units
Units
Nonvested at the beginning of the period (in units) | shares	751,603
Granted (in units) | shares	658,659
Forfeitures (in units) | shares	(10,208)
Vested (in units) | shares	(359,448)
Nonvested at the end of the period (in units) | shares	1,040,606
Nonvested at the beginning of the period (in dollars per unit) | $ / shares	$ 61.19
Granted (in dollars per unit) | $ / shares	42.91
Forfeitures (in dollar per unit) | $ / shares	52.03
Vested (in dollars per unit) | $ / shares	39.81
Nonvested at the end of the period (in dollars per unit) | $ / shares	$ 51.10
Performance-Based Restricted Stock Units
Units
Nonvested at the beginning of the period (in units) | shares	546,169
Granted (in units) | shares	172,397
Forfeitures (in units) | shares	(5,963)
Vested (in units) | shares	(82,514)
Nonvested at the end of the period (in units) | shares	630,089
Nonvested at the beginning of the period (in dollars per unit) | $ / shares	$ 52.17
Granted (in dollars per unit) | $ / shares	47.27
Forfeitures (in dollar per unit) | $ / shares	55.79
Vested (in dollars per unit) | $ / shares	43.43
Nonvested at the end of the period (in dollars per unit) | $ / shares	$ 51.55

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Equity-Based Awards - Employee Awards (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) employee shares	Mar. 31, 2022 USD ($)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of employees | employee	487
Share-based payment arrangement, noncash expense	$ 16,708	$ 10,260
Employee Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based payment award, shares issued in period (in shares) | shares	272,906
Share-based payment arrangement, noncash expense	$ 8,400
Employee Awards
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized estimated compensation cost	$ 55,400

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Equity-Based Awards - Schedule of Time-Based Restricted Stock Units (Details) - Director Awards	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Units
Nonvested at the beginning of the period (in units) | shares	18,729
Granted (in units) | shares	34,167
Vested (in units) | shares	(18,729)
Nonvested at the end of the period (in units) | shares	34,167
Nonvested at the beginning of the period (in dollars per unit) | $ / shares	$ 72.07
Granted (in dollars per unit) | $ / shares	45.48
Vested (in dollars per unit) | $ / shares	72.07
Nonvested at the end of the period (in dollars per unit) | $ / shares	$ 45.48

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Equity-Based Awards - Restricted Shares (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Mar. 31, 2023
Share-Based Payment Arrangement, Tranche One
Class of Stock [Line Items]
Vesting percentage	33.30%
Share-Based Payment Arrangement, Tranche Two
Class of Stock [Line Items]
Vesting percentage	33.30%
Share-Based Payment Arrangement, Tranche Three
Class of Stock [Line Items]
Vesting percentage	33.30%
Series B
Class of Stock [Line Items]
Unrecognized estimated compensation cost		$ 20.0

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Net Loss per Enviva Inc. Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Earnings Per Share [Abstract]
Net loss attributable to Enviva Inc.	$ (116,899)	$ (45,307)
Dividend equivalent rights paid on time-based restricted stock units	(854)	(962)
Net loss attributable to Enviva Inc. common stockholders	$ (117,753)	$ (46,269)
Weighted average shares outstanding - diluted (in shares)	67,363	65,028
Weighted average shares outstanding - basic (in shares)	67,363	65,028
Net loss per common share - basic (in dollars per share)	$ (1.75)	$ (0.71)
Net loss per common share - diluted (in dollars per share)	$ (1.75)	$ (0.71)

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Subsequent Event (Details) $ in Millions	May 02, 2023 USD ($)
Subsequent Event
Subsequent Event [Line Items]
Stock repurchase program, authorized amount	$ 100.0