UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

 

 

(Mark One)

 

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2019

OR

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Commission File Number: 001‑32505

TRANSMONTAIGNE PARTNERS LLC

(Exact name of registrant as specified in its charter)

 

 

Delaware
(State or other jurisdiction of
incorporation or organization)

34‑2037221
(I.R.S. Employer
Identification No.)

 

1670 Broadway

Suite 3100

Denver, Colorado 80202

(Address, including zip code, of principal executive offices)

(303) 626‑8200

(Telephone number, including area code)

 


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, if any, 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 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 ☐

Non‑accelerated filer ☐

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 Exchange Act) Yes ☐   No 

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class

    

Trading Symbol(s)

    

Name of each exchange on which registered

 

 

 

 

 

 

As of September 30, 2019, the registrant has no common units outstanding.

* The registrant is a voluntary filer of reports required to be filed by certain companies under Section 13 or 15(d) of the Securities Exchange Act of 1934 and has filed all reports that would have been required to have been filed by the registrant during the preceding 12 months had it been subject to such filing requirements during the entirety of such period.

DOCUMENTS INCORPORATED BY REFERENCE

None.

 

 

 

 

TABLE OF CONTENTS

 

 

 

    

Page No.

 

Part I. Financial Information 

 

Item 1. 

 

Unaudited Consolidated Financial Statements

 

4

 

 

 

Consolidated balance sheets as of September 30, 2019 and December 31, 2018

 

5

 

 

 

Consolidated statements of operations for the three and nine months ended September 30, 2019 and 2018

 

6

 

 

 

Consolidated statements of equity for the three and nine months ended September 30, 2019 and 2018 

 

7

 

 

 

Consolidated statements of cash flows for the three and nine months ended September 30, 2019 and 2018

 

8

 

 

 

Notes to consolidated financial statements

 

9

 

Item 2. 

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

32

 

Item 3. 

 

Quantitative and Qualitative Disclosures about Market Risk

 

46

 

Item 4. 

 

Controls and Procedures

 

47

 

 

 

 

 

 

 

Part II. Other Information 

 

Item 1. 

 

Legal Proceedings

 

47

 

Item 1A. 

 

Risk Factors

 

47

 

Item 6. 

 

Exhibits

 

48

 

 

 

Signatures

 

49

 

 

 

2

CAUTIONARY STATEMENT REGARDING FORWARD‑LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of federal securities laws. Forward-looking statements give our current expectations, contain projections of results of operations or of financial condition, or forecasts of future events. When used in this Quarterly Report, the words “could,” “may,” “should,” “will,” “seek,” “believe,” “expect,” “anticipate,” “intend,” “continue,” “estimate,” “plan,” “target,” “predict,” “project,” “attempt,” “is scheduled,” “likely,” “forecast,” the negatives thereof and other similar expressions are used to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. You are cautioned not to place undue reliance on any forward-looking statements.

When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading “Item 1A. Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2018 and the risk factors and other cautionary statements contained in our other filings with the United States Securities and Exchange Commission.  

You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:

·

our ability to successfully implement our business strategy;

·

competitive conditions in our industry;

·

actions taken by third-party customers, producers, operators, processors and transporters;

·

pending legal or environmental matters;

·

costs of conducting our operations;

·

our ability to complete internal growth projects on time and on budget;

·

general economic conditions;

·

the price of oil, natural gas, natural gas liquids and other commodities in the energy industry;

·

the price and availability of financing;

·

large customer defaults; 

·

interest rates;

·

operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond our control;

·

uncertainty regarding our future operating results;

·

changes in tax status;

·

effects of existing and future laws and governmental regulations;

·

the effects of future litigation; and

·

plans, objectives, expectations and intentions contained in the Annual Report that are not historical.

All forward-looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

 

Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report.

3

Part I. Financial Information

ITEM 1.  UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The interim unaudited consolidated financial statements of TransMontaigne Partners LLC as of and for the three and nine months ended September  30, 2019 are included herein beginning on the following page. The accompanying unaudited interim consolidated financial statements should be read in conjunction with our consolidated financial statements and related notes for the year ended December 31, 2018, together with our discussion and analysis of financial condition and results of operations, included in our Annual Report on Form 10‑K, filed on March 15, 2019 with the Securities and Exchange Commission (File No. 001‑32505).

TransMontaigne Partners LLC is a holding company with the following 100% owned operating subsidiaries during the three and nine months ended September  30, 2019:

·

TransMontaigne Operating GP L.L.C.

·

TransMontaigne Operating Company L.P.

·

TransMontaigne Terminals L.L.C.

·

Razorback L.L.C. (d/b/a Diamondback Pipeline L.L.C.)

·

TPSI Terminals L.L.C.

·

TLP Finance Corp.

·

TLP Operating Finance Corp.

·

TPME L.L.C.

·

TLP Management Services LLC

We do not have off‑balance‑sheet arrangements or special‑purpose entities.

 

4

TransMontaigne Partners LLC and subsidiaries

Consolidated balance sheets (unaudited)

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

    

September 30,

    

December 31,

 

 

 

2019

 

2018

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

348

 

$

1,026

 

Trade accounts receivable, net

 

 

14,510

 

 

14,049

 

Due from affiliates

 

 

2,110

 

 

1,953

 

Other current assets

 

 

5,929

 

 

8,097

 

Total current assets

 

 

22,897

 

 

25,125

 

Property, plant and equipment, net

 

 

708,561

 

 

689,170

 

Goodwill

 

 

9,428

 

 

9,428

 

Investments in unconsolidated affiliates

 

 

224,928

 

 

227,031

 

Right-of-use assets, operating leases

 

 

36,030

 

 

 —

 

Other assets, net

 

 

49,606

 

 

51,254

 

 

 

$

1,051,450

 

$

1,002,008

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Trade accounts payable

 

$

15,525

 

$

28,212

 

Operating lease liabilities

 

 

2,997

 

 

 —

 

Accrued liabilities

 

 

29,420

 

 

31,946

 

Total current liabilities

 

 

47,942

 

 

60,158

 

 Other liabilities

 

 

5,483

 

 

4,643

 

Long-term operating lease liabilities

 

 

35,150

 

 

 —

 

Long-term debt

 

 

636,147

 

 

598,622

 

Total liabilities

 

 

724,722

 

 

663,423

 

Commitments and contingencies (Note 13)

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

Common units - 16,229,123 issued and outstanding at December 31, 2018

 

 

 —

 

 

285,095

 

General partner interest - 2% interest with 331,206 equivalent units outstanding at December 31, 2018

 

 

 —

 

 

53,490

 

Member interest

 

 

326,728

 

 

 —

 

Total equity

 

 

326,728

 

 

338,585

 

 

 

$

1,051,450

 

$

1,002,008

 

 

See accompanying notes to consolidated financial statements. Prior periods have been recast as a result of the TMS Contribution (See Note 1 of Notes to consolidated financial statements).

5

TransMontaigne Partners LLC and subsidiaries

Consolidated statements of operations (unaudited)

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended 

 

Nine months ended 

 

 

 

September 30,

 

September 30,

 

 

    

2019

    

2018

 

2019

 

2018

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

External customers

 

$

59,688

 

$

53,006

 

$

171,292

 

$

156,499

 

Affiliates

 

 

6,885

 

 

4,746

 

 

21,518

 

 

14,806

 

Total revenue

 

 

66,573

 

 

57,752

 

 

192,810

 

 

171,305

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating

 

 

(24,395)

 

 

(23,514)

 

 

(76,184)

 

 

(71,578)

 

General and administrative expenses

 

 

(4,603)

 

 

(4,823)

 

 

(17,979)

 

 

(16,322)

 

Insurance expenses

 

 

(1,240)

 

 

(1,227)

 

 

(3,819)

 

 

(3,744)

 

Deferred compensation expense

 

 

(376)

 

 

(483)

 

 

(1,469)

 

 

(2,941)

 

Depreciation and amortization

 

 

(13,362)

 

 

(12,375)

 

 

(39,121)

 

 

(37,471)

 

Total costs and expenses

 

 

(43,976)

 

 

(42,422)

 

 

(138,572)

 

 

(132,056)

 

Earnings from unconsolidated affiliates

 

 

1,476

 

 

1,862

 

 

3,841

 

 

7,195

 

Gain from insurance proceeds

 

 

 —

 

 

 —

 

 

3,351

 

 

 —

 

Operating income

 

 

24,073

 

 

17,192

 

 

61,430

 

 

46,444

 

Other expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(9,107)

 

 

(8,608)

 

 

(27,657)

 

 

(23,342)

 

Amortization of deferred debt issuance costs

 

 

(636)

 

 

(622)

 

 

(2,018)

 

 

(2,412)

 

Total other expenses

 

 

(9,743)

 

 

(9,230)

 

 

(29,675)

 

 

(25,754)

 

Net earnings

 

$

14,330

 

$

7,962

 

$

31,755

 

$

20,690

 

 

See accompanying notes to consolidated financial statements. Prior periods have been recast as a result of the TMS Contribution (See Note 1 of Notes to consolidated financial statements).

6

TransMontaigne Partners LLC and subsidiaries

Consolidated statements of equity (unaudited)

 (Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

General

    

 

    

 

 

 

 

Common

 

partner

 

Member

 

 

 

 

 

units

 

interest

 

interest

 

Total

 

Balance July 1, 2018

 

$

298,240

 

$

53,656

 

$

 —

 

$

351,896

 

Distributions to unitholders

 

 

(12,897)

 

 

(4,021)

 

 

 —

 

 

(16,918)

 

Equity-based compensation

 

 

483

 

 

 

 

 

 

483

 

Contribution from TLP Holdings

 

 

4,655

 

 

 —

 

 

 —

 

 

4,655

 

Net earnings for three months ended September 30, 2018

 

 

3,907

 

 

4,055

 

 

 —

 

 

7,962

 

Balance September 30, 2018

 

$

294,388

 

$

53,690

 

$

 —

 

$

348,078

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance July 1, 2019

 

$

 —

 

$

 —

 

$

325,912

 

$

325,912

 

Distributions to TLP Finance

 

 

 —

 

 

 —

 

 

(13,514)

 

 

(13,514)

 

Net earnings for three months ended September 30, 2019

 

 

 —

 

 

 —

 

 

14,330

 

 

14,330

 

Balance September 30, 2019

 

$

 —

 

$

 —

 

$

326,728

 

$

326,728

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance January 1, 2018

 

$

308,495

 

$

53,448

 

$

 —

 

$

361,943

 

Distributions to unitholders

 

 

(38,090)

 

 

(11,485)

 

 

 —

 

 

(49,575)

 

Equity-based compensation

 

 

2,941

 

 

 —

 

 

 —

 

 

2,941

 

Issuance of 44,798 common units pursuant to our savings and retention program

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

Settlement of tax withholdings on equity-based compensation

 

 

(658)

 

 

 —

 

 

 —

 

 

(658)

 

Contribution of cash by TransMontaigne GP to maintain its 2% general partner interest

 

 

 —

 

 

34

 

 

 —

 

 

34

 

Contribution from TLP Holdings

 

 

12,703

 

 

 —

 

 

 —

 

 

12,703

 

Net earnings for nine months ended September 30, 2018

 

 

8,997

 

 

11,693

 

 

 —

 

 

20,690

 

Balance September 30, 2018

 

$

294,388

 

$

53,690

 

$

 —

 

$

348,078

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance January 1, 2019

 

$

285,095

 

$

53,490

 

$

 —

 

$

338,585

 

Distributions to unitholders

 

 

(13,064)

 

 

(4,186)

 

 

 —

 

 

(17,250)

 

Purchase of common units and conversion to member interest

 

 

(279,895)

 

 

(51,978)

 

 

331,873

 

 

 —

 

Reclassification of outstanding equity-based compensation to liability

 

 

 —

 

 

 

 

(3,346)

 

 

(3,346)

 

Contribution from TLP Holdings

 

 

4,829

 

 

 —

 

 

 —

 

 

4,829

 

Equity-based compensation

 

 

45

 

 

 

 

 —

 

 

45

 

Distributions to TLP Finance

 

 

 —

 

 

 —

 

 

(27,890)

 

 

(27,890)

 

Net earnings for nine months ended September 30, 2019

 

 

2,990

 

 

2,674

 

 

26,091

 

 

31,755

 

Balance September 30, 2019

 

$

 —

 

$

 —

 

$

326,728

 

$

326,728

 

 

See accompanying notes to consolidated financial statements. Prior periods have been recast as a result of the TMS Contribution (See Note 1 of Notes to consolidated financial statements).

7

TransMontaigne Partners LLC and subsidiaries

Consolidated statements of cash flows (unaudited) (In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Three months ended 

 

Nine months ended 

 

 

 

September 30,

 

September 30,

 

 

    

2019

    

2018

 

2019

    

2018

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

14,330

 

$

7,962

 

$

31,755

 

$

20,690

 

Adjustments to reconcile net earnings to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

13,362

 

 

12,375

 

 

39,121

 

 

37,471

 

Earnings from unconsolidated affiliates

 

 

(1,476)

 

 

(1,862)

 

 

(3,841)

 

 

(7,195)

 

Distributions from unconsolidated affiliates

 

 

2,735

 

 

5,007

 

 

8,749

 

 

12,168

 

Equity-based compensation

 

 

 —

 

 

483

 

 

45

 

 

2,941

 

Amortization of deferred debt issuance costs

 

 

636

 

 

622

 

 

2,018

 

 

2,412

 

Amortization of deferred revenue

 

 

178

 

 

(119)

 

 

(29)

 

 

(455)

 

Unrealized loss on derivative instruments

 

 

161

 

 

144

 

 

815

 

 

271

 

Gain from insurance proceeds

 

 

 —

 

 

 —

 

 

(3,351)

 

 

 —

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade accounts receivable, net

 

 

1,414

 

 

(2,455)

 

 

(461)

 

 

(1,959)

 

Due from affiliates

 

 

(185)

 

 

2,683

 

 

(47)

 

 

995

 

Other current assets

 

 

1,471

 

 

1,265

 

 

265

 

 

3,537

 

Amounts due under long-term terminaling services agreements, net

 

 

220

 

 

171

 

 

807

 

 

375

 

Right-of-use assets, operating leases

 

 

655

 

 

 —

 

 

1,903

 

 

 —

 

Deposits

 

 

 —

 

 

 —

 

 

10

 

 

(1)

 

Other assets, net

 

 

(107)

 

 

 —

 

 

328

 

 

 —

 

Trade accounts payable

 

 

113

 

 

559

 

 

(4,125)

 

 

(237)

 

Accrued liabilities

 

 

(3,376)

 

 

(414)

 

 

(6,545)

 

 

7,233

 

Operating lease liabilities

 

 

(457)

 

 

 —

 

 

(1,450)

 

 

 —

 

Net cash provided by operating activities

 

 

29,674

 

 

26,421

 

 

65,967

 

 

78,246

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments in unconsolidated affiliates

 

 

(1,504)

 

 

 —

 

 

(2,805)

 

 

(1,264)

 

Return of investment in unconsolidated affiliates

 

 

 —

 

 

 —

 

 

 —

 

 

850

 

Capital expenditures

 

 

(18,120)

 

 

(16,527)

 

 

(65,417)

 

 

(38,518)

 

Proceeds from sale of assets

 

 

 —

 

 

 —

 

 

 —

 

 

10,025

 

Proceeds from insurance claims

 

 

 —

 

 

 —

 

 

4,988

 

 

 —

 

Net cash used in investing activities

 

 

(19,624)

 

 

(16,527)

 

 

(63,234)

 

 

(28,907)

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from senior notes

 

 

 —

 

 

 —

 

 

 —

 

 

300,000

 

Borrowings under revolving credit facility

 

 

36,800

 

 

37,300

 

 

134,000

 

 

122,800

 

Repayments under revolving credit facility

 

 

(33,600)

 

 

(32,600)

 

 

(97,100)

 

 

(425,000)

 

Debt issuance costs

 

 

 —

 

 

 —

 

 

 —

 

 

(7,871)

 

Taxes paid for equity compensation awards

 

 

 —

 

 

 —

 

 

 —

 

 

(658)

 

Distributions paid to unitholders

 

 

 —

 

 

(16,918)

 

 

(17,250)

 

 

(49,575)

 

Distributions to TLP Finance

 

 

(13,514)

 

 

 —

 

 

(27,890)

 

 

 —

 

Contribution from TLP Holdings and TransMontaigne GP

 

 

 —

 

 

4,655

 

 

4,829

 

 

12,737

 

Net cash used in financing activities

 

 

(10,314)

 

 

(7,563)

 

 

(3,411)

 

 

(47,567)

 

Increase (decrease) in cash and cash equivalents

 

 

(264)

 

 

2,331

 

 

(678)

 

 

1,772

 

Cash and cash equivalents at beginning of period

 

 

612

 

 

410

 

 

1,026

 

 

969

 

Cash and cash equivalents at end of period

 

$

348

 

$

2,741

 

$

348

 

$

2,741

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

13,564

 

$

13,159

 

$

31,526

 

$

20,790

 

Property, plant and equipment acquired with accounts payable

 

$

10,991

 

$

9,064

 

$

10,991

 

$

9,064

 

 

See accompanying notes to consolidated financial statements. Prior periods have been recast as a result of the TMS Contribution (See Note 1 of Notes to consolidated financial statements).

 

 

8

Table of Contents

TransMontaigne Partners LLC and Subsidiaries

Notes to consolidated financial statements (unaudited)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Nature of business

TransMontaigne Partners LLC (“we,” “us,” “our,” “the Company”) provides integrated terminaling, storage, transportation and related services for companies engaged in the trading, distribution and marketing of light refined petroleum products, heavy refined petroleum products, crude oil, chemicals, fertilizers and other liquid products. We conduct our operations in the United States along the Gulf Coast, in the Midwest, in Houston and Brownsville, Texas, along the Mississippi and Ohio rivers, in the Southeast and along the West Coast.

We were originally formed as TransMontaigne Partners L.P. (“the Partnership”) in February 2005 as a Delaware limited partnership. Through February 26, 2019, the Partnership’s common units were listed and publicly traded on the New York Stock Exchange under the symbol “TLP”. The Partnership was controlled by a general partner, TransMontaigne GP L.L.C. (“TransMontaigne GP”), which was an indirect, controlled subsidiary of ArcLight Energy Partners Fund VI, L.P. (“ArcLight”). TransMontaigne GP also held the Partnership’s incentive distribution rights, which were non‑voting limited partner interests with the rights set forth in the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of May 27, 2005, as amended from time to time.

On February 26, 2019, an affiliate of ArcLight completed its previously announced acquisition of all of the Partnership’s outstanding publicly traded common units not already held by ArcLight and its affiliates by way of our merger (the “Merger”) with a wholly owned subsidiary of TLP Finance Holdings, LLC (“TLP Finance”), an indirect controlled subsidiary of Arclight. At the effective time of the Merger, each of the Partnership’s general partner units issued and outstanding immediately prior to the acquisition effective time was converted into (i)(a) one Partnership common unit, and (b) in aggregate, a non-economic general partner interest in the Partnership, (ii) each of the Partnership’s incentive distribution rights issued and outstanding immediately prior to the acquisition effective time was converted into 100 Partnership common units, (iii) our general partner distributed its common units in the Partnership (the “Transferred GP Units”) to TLP Acquisition Holdings, LLC, a Delaware limited liability company (“TLP Holdings”), and TLP Holdings contributed the Transferred GP Units to TLP Finance, (iv) the Partnership converted into the Company (a Delaware limited liability company) pursuant to Section 17-219 of the Delaware Limited Partnership Act and changed its name to “TransMontaigne Partners LLC”, and all of our common units owned by TLP Finance were converted into limited liability company interests  (“member interest”), (v) the non-economic interest in the Company owned by our general partner was automatically cancelled and ceased to exist and our general partner merged with and into the Company with the Company surviving, and (vi) the Company became 100% owned by TLP Finance (the transactions described in the foregoing clauses (i) through (vi), collectively with the Merger, the “Take-Private Transaction”).

As a result of the Take-Private Transaction, our common units ceased to be publicly traded, and our common units are no longer listed on the New York Stock Exchange.  Our 6.125% senior unsecured notes due in 2026 remain outstanding, and we are voluntarily filing with the Securities and Exchange Commission pursuant to the covenants contained in those notes.

Effective June 1, 2019, TLP Finance contributed all of the issued and outstanding equity of its wholly-owned subsidiary, TLP Management Services LLC (“TMS” and such interest, the “TMS Interest”) to the Company, and the Company immediately contributed the TMS Interest to its 100% owned operating company subsidiary TransMontaigne Operating Company L.P. (the “TMS Contribution”). Prior to the TMS Contribution, we had no employees and all of our management and operational activities were provided by TMS.  Further, TMS provided all payroll programs and maintained all employee benefit programs on behalf of our Company with respect to applicable TMS employees (as well as on behalf of certain other Arclight affiliates). As a result of the TMS Contribution, we have assumed the employees and management and operational activities previously provided by TMS. The TMS Contribution has been recorded at carryover basis as a reorganization of entities under common control. As such, prior periods include the assets, liabilities, and results of operations of TMS for all periods presented. 

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Notes to consolidated financial statements (unaudited) (continued)

As a result of the TMS Contribution, the omnibus agreement in place in various forms since the inception of the Partnership, and immediately prior to the TMS Contribution between TMS and us, which, among other things, governed the provision of management and operational services provided for us by TMS, is no longer relevant and was terminated. 

 

Our basis in the assets and liabilities of TMS at December 31, 2018 was as follows (in thousands):

 

 

 

 

 

Cash

    

$

694

Trade accounts receivable

 

 

 7

Due from affiliates

 

 

456

Other current assets

 

 

456

Property, plant and equipment, net

 

 

991

  Other assets, net

 

 

484

Trade accounts payable

 

 

(1,205)

  Accrued and other liabilities

 

 

(3,025)

  Equity

 

$

(1,142)

 

 (b) Basis of presentation and use of estimates

Our accounting and financial reporting policies conform to accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounts of TransMontaigne Partners LLC and its controlled subsidiaries. Investments where we do not have the ability to exercise control, but do have the ability to exercise significant influence, are accounted for using the equity method of accounting. All inter‑company accounts and transactions have been eliminated in the preparation of the accompanying consolidated financial statements. The accompanying consolidated financial statements include all adjustments (consisting of normal and recurring accruals) considered necessary to present fairly our financial position as of September  30, 2019 and December 31, 2018 and our results of operations for the three and nine months ended September  30, 2019 and 2018. Certain reclassifications of previously reported amounts have been made to conform to the current year presentation.

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. The following estimates, in management’s opinion, are subjective in nature, require the exercise of judgment, and/or involve complex analyses: useful lives of our plant and equipment and accrued environmental obligations. Changes in these estimates and assumptions will occur as a result of the passage of time and the occurrence of future events. Actual results could differ from these estimates.

(c) Accounting for operations

Effective January 1, 2019, we adopted Accounting Standards Codification (“ASC”) Topic 842,  Leases and the series of related Accounting Standards Updates that followed (collectively referred to as “ASC 842”). The most significant changes under the new guidance include clarification of the definition of a lease, and the requirements for lessees to recognize a right-of-use asset and a lease liability for all qualifying leases in the consolidated balance sheet. Further, under ASC 842, additional disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. We used the modified retrospective transition method applied at the effective date of the standard. By electing this optional transition method, information prior to January 1, 2019 has not been restated and continues to be reported under the accounting standards in effect for the period (“ASC 840”)  (See Note 13 of Notes to consolidated financial statements).

 

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Notes to consolidated financial statements (unaudited) (continued)

Effective January 1, 2018, we adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), applying the modified retrospective transition method, which required us to apply the new standard to (i) all new revenue contracts entered into after January 1, 2018, and (ii) revenue contracts which were not completed as of January 1, 2018. ASC 606 replaces existing revenue recognition requirements in GAAP and requires entities to recognize revenue at an amount that reflects the consideration to which we expect to be entitled in exchange for transferring goods or services to a customer. ASC 606 also requires certain disclosures regarding qualitative and quantitative information regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The adoption of ASC 606 did not result in a transition adjustment nor did it have an impact on the timing or amount of our revenue recognition (See Note 15 of Notes to consolidated financial statements).

The adoption of ASC 606 did not result in changes to our accounting for trade accounts receivable (see Note 3 of Notes to consolidated financial statements), contract assets or contract liabilities. We recognize contract assets in situations where revenue recognition under ASC 606 occurs prior to billing the customer based on our rights under the contract.  Contract assets are transferred to accounts receivable when the rights become unconditional. At September  30, 2019, we did not have any contract assets related to ASC 606.

Contract liabilities primarily relate to consideration received from customers in advance of completing the performance obligation. A performance obligation is a promise in a contract to transfer goods or services to the customer. We recognize contract liabilities under these arrangements as revenue once all contingencies or potential performance obligations have been satisfied by the (i) performance of services or (ii) expiration of the customer’s rights under the contract. Short-term contract liabilities include customer advances and deposits (see Note 9 of Notes to consolidated financial statements). Long-term contract liabilities include deferred revenue (See Note 10 of Notes to consolidated financial statements).

We generate revenue from terminaling services fees, pipeline transportation fees and management fees. Under ASC 606 and ASC 842, we recognize revenue over time or at a point in time, depending on the nature of the performance obligations contained in the respective contract with our customer. The contract transaction price is allocated to each performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of our revenue is recognized pursuant to ASC 842. The following is an overview of our significant revenue streams, including a description of the respective performance obligations and related method of revenue recognition. 

Terminaling services fees. Our terminaling services agreements are structured as either throughput agreements or storage agreements. Our throughput agreements contain provisions that require our customers to make minimum payments, which are based on contractually established minimum volumes of throughput of the customer’s product at our facilities, over a stipulated period of time. Due to this minimum payment arrangement, we recognize a fixed amount of revenue from the customer over a certain period of time, even if the customer throughputs less than the minimum volume of product during that period. In addition, if a customer throughputs a volume of product exceeding the minimum volume, we would recognize additional revenue on this incremental volume. Our storage agreements require our customers to make minimum payments based on the volume of storage capacity available to the customer under the agreement, which results in a fixed amount of recognized revenue. We refer to the fixed amount of revenue recognized pursuant to our terminaling services agreements as being “firm commitments.” The majority of our firm commitments under our terminaling services agreements are accounted for in accordance with ASC 842 (“ASC 842 revenue”). The remainder is recognized in accordance with ASC 606 (“ASC 606 revenue”) where the minimum payment arrangement in each contract is a single performance obligation that is primarily satisfied over time through the contract term. 

 

Revenue recognized in excess of firm commitments and revenue recognized based solely on the volume of product distributed or injected are referred to as ancillary. The ancillary revenue associated with terminaling services include volumes of product throughput that exceed the contractually established minimum volumes, injection fees based on the volume of product injected with additive compounds, heating and mixing of stored products, product transfer, railcar handling, butane blending, proceeds from the sale of product gains, wharfage and vapor recovery. The revenue

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Notes to consolidated financial statements (unaudited) (continued)

generated by these services is required to be estimated under ASC 606 for any uncertainty that is not resolved in the period of the service. We account for the majority of ancillary revenue at individual points in time when the services are delivered to the customer. The majority of our ancillary revenue is recognized in accordance with ASC 606.

Pipeline transportation fees. We earn pipeline transportation fees at our Diamondback pipeline either based on the volume of product transported or under capacity reservation agreements. Revenue associated with the capacity reservation is recognized ratably over the respective term, regardless of whether the capacity is actually utilized. We earn pipeline transportation fees at our Razorback pipeline based on an allocation of the aggregate fees charged under the capacity agreement with our customer who has contracted for 100% of our Razorback system. Pipeline transportation revenue is primarily accounted for in accordance with ASC 842.

Management fees. We manage and operate certain tank capacity at our Port Everglades South terminal for a major oil company and receive a reimbursement of its proportionate share of operating and maintenance costs. We manage and operate the Frontera joint venture and receive a management fee based on our costs incurred. We manage and operate terminals that are owned by affiliates of ArcLight, including for SeaPort Midstream Partners, LLC (“SMP”) in Seattle, Washington and Portland, Oregon and another terminal for SeaPort Sound Terminal, LLC (“SeaPort Sound”) in Tacoma, Washington and, in each case, receive a management fee based on our costs incurred plus an annual fee.  We also manage additional terminal facilities that are owned by affiliates of ArcLight, including  for Lucknow-Highspire Terminals, LLC (“LHT”), which operates terminals throughout Pennsylvania encompassing approximately 9.8 million barrels of storage capacity, and prior to July 1, 2019, a terminal in Baltimore, Maryland for Pike Baltimore Terminals, LLC (the “Baltimore Terminal”), and receive a management fee based on our costs incurred.  Our management of the Baltimore Terminal ended on July 1, 2019. We manage and operate rail sites at certain Southeast terminals on behalf of a major oil company and receive reimbursement for operating and maintenance costs. We lease land under operating leases as the lessor or sublessor with third parties and affiliates. We also managed and operated for an affiliate of PEMEX, Mexico’s state-owned petroleum company, a products pipeline connected to our Brownsville terminal facility and received a management fee through August 23, 2018. Management fee revenue is recognized at individual points in time as the services are performed or as the costs are incurred and is primarily accounted for in accordance with ASC 606. Management fees related to lease revenue are accounted for in accordance with ASC 842.

 (d) Cash and cash equivalents

We consider all short‑term investments with a remaining maturity of three months or less at the date of purchase to be cash equivalents.

(e) Property, plant and equipment

Depreciation is computed using the straight‑line method. Estimated useful lives are 15 to 25 years for terminals and pipelines and 3 to 25 years for furniture, fixtures and equipment. All items of property, plant and equipment are carried at cost. Expenditures that increase capacity or extend useful lives are capitalized. Repairs and maintenance are expensed as incurred.

We evaluate long‑lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable based on expected undiscounted future cash flows attributable to that asset group. If an asset group is impaired, the impairment loss to be recognized is the excess of the carrying amount of the asset group over its estimated fair value.

(f) Investments in unconsolidated affiliates

We account for our investments in unconsolidated affiliates, which we do not control but do have the ability to exercise significant influence over, using the equity method of accounting. Under this method, the investment is recorded

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Notes to consolidated financial statements (unaudited) (continued)

at acquisition cost, increased by our proportionate share of any earnings and additional capital contributions and decreased by our proportionate share of any losses, distributions received and amortization of any excess investment. Excess investment is the amount by which our total investment exceeds our proportionate share of the book value of the net assets of the investment entity. We evaluate our investments in unconsolidated affiliates for impairment whenever events or circumstances indicate there is a loss in value of the investment that is other than temporary. In the event of impairment, we would record a charge to earnings to adjust the carrying amount to estimated fair value.

(g) Environmental obligations

We accrue for environmental costs that relate to existing conditions caused by past operations when probable and reasonably estimable (see Note 9 of Notes to consolidated financial statements). Environmental costs include initial site surveys and environmental studies of potentially contaminated sites, costs for remediation and restoration of sites determined to be contaminated and ongoing monitoring costs, as well as fines, damages and other costs, including direct legal costs. Liabilities for environmental costs at a specific site are initially recorded, on an undiscounted basis, when it is probable that we will be liable for such costs, and a reasonable estimate of the associated costs can be made based on available information. Such an estimate includes our share of the liability for each specific site and the sharing of the amounts related to each site that will not be paid by other potentially responsible parties, based on enacted laws and adopted regulations and policies. Adjustments to initial estimates are recorded, from time to time, to reflect changing circumstances and estimates based upon additional information developed in subsequent periods. Estimates of our ultimate liabilities associated with environmental costs are difficult to make with certainty due to the number of variables involved, including the early stage of investigation at certain sites, the lengthy time frames required to complete remediation, technology changes, alternatives available and the evolving nature of environmental laws and regulations. We periodically file claims for insurance recoveries of certain environmental remediation costs with our insurance carriers under our comprehensive liability policies (see Note  4 of Notes to consolidated financial statements).

In connection with our previous acquisitions of certain terminals from TransMontaigne LLC, which is now a wholly owned subsidiary of a third party energy company, TransMontaigne LLC agreed to indemnify us against certain potential environmental claims, losses and expenses at those terminals. Pursuant to the acquisition agreements for each of the Florida (except Pensacola) and Midwest terminals, the Southeast terminals, the Brownsville and River terminals, and the Pensacola, Florida Terminal, TransMontaigne LLC is obligated to indemnify us against environmental claims, losses and expenses that were associated with the ownership or operation of the terminals prior to the purchase by the Company. In each acquisition agreement, TransMontaigne LLC’s maximum indemnification liability is subject to a specified time period for indemnification, cap on indemnification and satisfaction of a deductible amount before indemnification, in each case subject to certain exceptions, limitations and conditions specified therein. TransMontaigne LLC has no indemnification obligations with respect to environmental claims made as a result of additions to or modifications of environmental laws promulgated after certain specified dates. The environmental indemnification obligations remain in place and were not affected by the Take-Private Transaction.   

(h) Asset retirement obligations

Asset retirement obligations are legal obligations associated with the retirement of long‑lived assets that result from the acquisition, construction, development or normal use of the asset. Generally accepted accounting principles require that the fair value of a liability related to the retirement of long‑lived assets be recorded at the time a legal obligation is incurred. Once an asset retirement obligation is identified and a liability is recorded, a corresponding asset is recorded, which is depreciated over the remaining useful life of the asset. After the initial measurement, the liability is adjusted to reflect changes in the asset retirement obligation. If and when it is determined that a legal obligation has been incurred, the fair value of any liability is determined based on estimates and assumptions related to retirement costs, future inflation rates and interest rates. Our long‑lived assets consist of above‑ground storage facilities and underground pipelines. We are unable to predict if and when these long‑lived assets will become completely obsolete and require dismantlement. We have not recorded an asset retirement obligation, or corresponding asset, because the future dismantlement and removal dates of our long‑lived assets is indeterminable and the amount of any associated costs are

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Notes to consolidated financial statements (unaudited) (continued)

believed to be insignificant. Changes in our assumptions and estimates may occur as a result of the passage of time and the occurrence of future events.

(i) Deferred compensation expense

We have a savings and retention program to compensate certain employees who provide services to the Company. Prior to the Take-Private Transaction, we had the ability to settle the awards in our common units, and accordingly, we accounted for the awards as an equity award. Following the Take-Private Transaction, we index the awards to other forms of investments, and have the intent and ability to settle the awards in cash, and accordingly, we account for the awards as liability awards (see Note 12 of Notes to consolidated financial statements).

(j) Accounting for derivative instruments

Generally accepted accounting principles require us to recognize all derivative instruments at fair value in the consolidated balance sheets as assets or liabilities. Changes in the fair value of our derivative instruments are recognized in earnings.

At September  30, 2019 our derivative instruments were limited to interest rate swap agreements with an aggregate notional amount of $300 million with the agreements expiring in June 2020.  The derivative instrument outstanding at December 31, 2018 expired on March 11, 2019. Pursuant to the terms of the current outstanding interest rate swap agreements, we pay a blended fixed rate of approximately 2.04% and receive interest payments based on the one-month LIBOR. The net difference to be paid or received under the interest rate swap agreements is settled monthly and is recognized as an adjustment to interest expense. The fair value of our interest rate swap agreements were determined using a pricing model based on the LIBOR swap rate and other observable market data.

(k) Income taxes

No provision for U.S. federal income taxes has been reflected in the accompanying consolidated financial statements because we are treated as a partnership for federal income tax purposes. As a partnership, all income, gains, losses, expenses, deductions and tax credits generated by us flow up to our owners. 

 (l)   Comprehensive income

Entities that report items of other comprehensive income have the option to present the components of net earnings and comprehensive income in either one continuous financial statement, or two consecutive financial statements. As the Company has no components of comprehensive income other than net earnings, no statement of comprehensive income has been presented.

 (m) Recent accounting pronouncements

In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other: Simplifying the Test for Goodwill Impairment, to simplify the accounting for goodwill impairment by eliminating step 2 from the goodwill impairment test. ASU 2017-04 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period. We are currently evaluating the potential impact that the adoption will have on our disclosures and financial statements.  

 

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Notes to consolidated financial statements (unaudited) (continued)

(2) TRANSACTIONS WITH AFFILIATES

Operations and reimbursement agreement—Frontera.  We have a 50% ownership interest in the Frontera Brownsville LLC joint venture (“Frontera”). We operate Frontera, in accordance with an operations and reimbursement agreement executed between us and Frontera, for a management fee that is based on our costs incurred. Our agreement with Frontera stipulates that we may resign as the operator at any time with the prior written consent of Frontera, or that we may be removed as the operator for good cause, which includes material noncompliance with laws and material failure to adhere to good industry practice regarding health, safety or environmental matters. We recognized revenue related to this operations and reimbursement agreement of approximately $1.3 million for both the three months ended September 30, 2019 and 2018 and approximately $4.4 million and $4.2 million for the nine months ended September 30, 2019 and 2018, respectively.

Terminaling services agreements—Brownsville terminals. We have two terminaling services agreements with Frontera relating to our Brownsville, Texas facility that will expire in June 2020, subject to automatic renewals unless terminated by either party upon 90 days’ to 180 days’ prior notice. In exchange for its minimum throughput commitments, we have agreed to provide Frontera with approximately 301,000 barrels of storage capacity. We recognized revenue related to these agreements of approximately $0.7 million for both the three months ended September 30, 2019 and 2018 and approximately $2.0  million and $1.9 million for the nine months ended September 30, 2019 and 2018, respectively.

Terminaling services agreement—Gulf Coast terminals. Associated Asphalt Marketing, LLC is a wholly-owned indirect subsidiary of ArcLight. Effective January 1, 2018, a third party customer assigned their terminaling services agreement relating to our Gulf Coast terminals to Associated Asphalt Marketing, LLC. The agreement will expire in April 2021, subject to two, two-year automatic renewals unless terminated by either party upon 180 days’ prior notice. In exchange for its minimum throughput commitment, we have agreed to provide Associated Asphalt Marketing, LLC with approximately 750,000 barrels of storage capacity. We recognized revenue related to this agreement of approximately $1.9 million and $2.1 million for the three months ended September 30, 2019 and 2018, respectively and approximately $6.4 million and $6.3 million for the nine months ended September 30, 2019 and 2018, respectively.

Operating and administrative agreement—SeaPort Midstream Partners, LLC (“SMP”)- Central services.  We operate two refined products terminals in Seattle, Washington and Portland, Oregon, on behalf of SMP, in accordance with an operating and administrative agreement executed between us and SMP, for a management fee that is based on our costs incurred plus an annual fee. SMP is a joint venture between SeaPort Midstream Holdings LLC, an ArcLight subsidiary, and BP West Coast Products LLC.  SeaPort Midstream Holdings LLC owns 51% of SMP. The operating and administrative agreement will expire in November 2020, subject to one-year automatic renewals unless terminated by either party upon 180 days’ prior notice. Our agreement with SMP stipulates that we may resign as the operator at any time with the prior written consent of SMP, or that we may be removed as the operator for good cause, which includes material noncompliance with laws and material failure to adhere to good industry practice regarding health, safety or environmental matters. We recognized revenue related to this operations and administrative agreement of approximately $0.9 million and $0.6 million for the three months ended September 30, 2019 and 2018, respectively and approximately $2.6 million and $2.4 million for the nine months ended September 30, 2019 and 2018, respectively.

Operations and reimbursement agreement—SeaPort Sound Terminal, LLC (“SeaPort Sound”)- Central services.  Our subsidiary, TMS, operates a refined products terminal in Tacoma, Washington on behalf of SeaPort Midstream Holdings LLC, an ArcLight subsidiary.  We receive a management fee based on our costs incurred plus an annual fee. We recognized revenue related to this operations and reimbursement agreement of approximately $2.0 million and $nil for the three months ended September 30, 2019 and 2018, respectively and approximately $5.2 million and $nil for the nine months ended September 30, 2019 and 2018, respectively.

 

Other affiliates – Central services.  We manage additional terminal facilities that are owned by affiliates of ArcLight, including LHT, and, prior to July 1, 2019, the Baltimore Terminal.  We recognized revenue related to

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Notes to consolidated financial statements (unaudited) (continued)

reimbursements from these affiliates of approximately $0.2 million and $nil for the three months ended September 30, 2019 and 2018, respectively and approximately $1.0 million and $nil for the nine months ended September 30, 2019 and 2018, respectively. Our management of the Baltimore Terminal terminated on July 1, 2019.

 

See also Note 1(a), Nature of business, for information regarding the TMS Contribution.  

 

(3) CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE

Our primary market areas are located in the United States along the Gulf Coast, in the Southeast, in Brownsville, Texas, along the Mississippi and Ohio Rivers, in the Midwest and along the West Coast. We have a concentration of trade receivable balances due from companies engaged in the trading, distribution and marketing of refined products and crude oil. These concentrations of customers may affect our overall credit risk in that the customers may be similarly affected by changes in economic, regulatory or other factors. Our customers’ historical financial and operating information is analyzed prior to extending credit. We manage our exposure to credit risk through credit analysis, credit approvals, credit limits and monitoring procedures, and for certain transactions we may request letters of credit, prepayments or guarantees. Amounts included in trade accounts receivable that are accounted for as revenue in accordance with ASC 606 approximate $4.1 million at September 30, 2019. We maintain allowances for potentially uncollectible accounts receivable.

Trade accounts receivable, net consists of the following (in thousands):

 

 

 

 

 

 

 

 

 

    

September 30,

    

December 31,

 

 

 

2019

 

2018

 

Trade accounts receivable

 

$

14,528

 

$

14,158

 

Less allowance for doubtful accounts

 

 

(18)

 

 

(109)

 

 

 

$

14,510

 

$

14,049

 

 

The following customers accounted for at least 10% of our consolidated revenue in at least one of the periods presented in the accompanying consolidated statements of operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended 

 

 

Nine months ended 

    

 

 

September 30,

 

 

September 30,

 

 

    

2019

    

2018

 

 

2019

 

2018

 

NGL Energy Partners LP

 

19

%  

23

%

 

20

%  

23

%

RaceTrac Petroleum Inc.

 

10

%  

11

%

 

10

%  

11

%

Castleton Commodities International LLC

 

10

%  

10

%

 

10

%  

10

%  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4) OTHER CURRENT ASSETS

Other current assets were as follows (in thousands):

 

 

 

 

 

 

 

 

 

    

September 30,

    

December 31,

 

 

 

2019

 

2018

 

Amounts due from insurance companies

 

$

1,228

 

$

2,861

 

Prepaid insurance

 

 

2,242

 

 

1,371

 

Additive detergent

 

 

1,411

 

 

1,218

 

Deposits and other assets

 

 

1,048

 

 

2,647

 

 

 

$

5,929

 

$

8,097

 

 

Amounts due from insurance companies.  We periodically file claims for recovery of environmental remediation costs and property claims with our insurance carriers under our comprehensive liability policies. We

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Notes to consolidated financial statements (unaudited) (continued)

recognize our insurance recoveries in the period that we assess the likelihood of recovery as being probable. At September  30, 2019 and December 31, 2018, we have recognized amounts due from insurance companies of approximately $1.2 million and $2.9 million, respectively, representing our best estimate of our probable insurance recoveries. During the nine months ended September 30, 2019, we received reimbursements from insurance companies of approximately $2.3 million. During the nine months ended September 30, 2019, we increased our estimate of probable future insurance recoveries by approximately $0.6 million.

(5) PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net was as follows (in thousands):

 

 

 

 

 

 

 

 

    

September 30,

    

December 31,

 

 

2019

 

2018

Land

 

$

83,451

 

$

83,451

Terminals, pipelines and equipment

 

 

987,192

 

 

918,537

Furniture, fixtures and equipment

 

 

9,278

 

 

7,289

Construction in progress

 

 

50,866

 

 

64,763

 

 

 

1,130,787

 

 

1,074,040

Less accumulated depreciation

 

 

(422,226)

 

 

(384,870)

 

 

$

708,561

 

$

689,170

 

 

 

(6) GOODWILL

Goodwill was as follows (in thousands):

 

 

 

 

 

 

 

 

 

    

September 30,

    

December 31,

 

 

 

2019

 

2018

 

Brownsville terminals

 

$

8,485

 

$

8,485

 

West Coast terminals

 

 

943

 

 

943

 

 

 

$

9,428

 

$

9,428

 

 

Goodwill is required to be tested for impairment annually unless events or changes in circumstances indicate it is more likely than not that an impairment loss has been incurred at an interim date. Our annual test for the impairment of goodwill is performed as of December 31. The impairment test is performed at the reporting unit level. Our reporting units are our business segments (see Note 16 of Notes to consolidated financial statements). The fair value of each reporting unit is determined on a stand‑alone basis from the perspective of a market participant and represents an estimate of the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to be impaired.

At September 30, 2019 and December 31, 2018, our Brownsville and West Coast terminals contained goodwill. We did not recognize any goodwill impairment charges during the nine months ended September 30, 2019 or during the year ended December 31, 2018 for these reporting units. However, an increase in the assumed market participants’ weighted average cost of capital, the loss of a significant customer, the disposition of significant assets, or an unforeseen increase in the costs to operate and maintain the Brownsville or West Coast terminals could result in the recognition of an impairment charge in the future.

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Notes to consolidated financial statements (unaudited) (continued)

(7) INVESTMENTS IN UNCONSOLIDATED AFFILIATES

At September 30, 2019 and December 31, 2018, our investments in unconsolidated affiliates include a 42.5% Class A ownership interest in Battleground Oil Specialty Terminal Company LLC (“BOSTCO”) and a 50% ownership interest in Frontera Brownsville LLC (“Frontera”). BOSTCO is a terminal facility located on the Houston Ship Channel that encompasses approximately 7.1 million barrels of distillate, residual and other black oil product storage. Class A and Class B ownership interests share in cash distributions on a 96.5% and 3.5% basis, respectively. Class B ownership interests do not have voting rights and are not required to make capital investments. Frontera is a terminal facility located in Brownsville, Texas that encompasses approximately 1.7 million barrels of light petroleum product storage, as well as related ancillary facilities.

The following table summarizes our investments in unconsolidated affiliates:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Percentage of

 

Carrying value

 

 

 

ownership

 

(in thousands)

 

 

 

September 30,

 

December 31,

 

September 30,

 

December 31,

 

 

    

2019

    

2018

    

2019

    

2018

 

BOSTCO

 

42.5

%  

42.5

%  

$

200,558

 

$

203,005

 

Frontera

 

50

%  

50

%  

 

24,370

 

 

24,026

 

Total investments in unconsolidated affiliates

 

 

 

 

 

$

224,928

 

$

227,031

 

 

At September 30, 2019 and December 31, 2018,  our investment in BOSTCO includes approximately $6.7 million and $6.8 million, respectively, of excess investment related to a one time buy-in fee to acquire our 42.5% interest and capitalization of interest on our investment during the construction of BOSTCO amortized over the useful life of the assets. Excess investment is the amount by which our investment exceeds our proportionate share of the book value of the net assets of the BOSTCO entity.

Earnings from investments in unconsolidated affiliates was as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended 

 

Nine months ended 

 

 

September 30,

 

September 30,

 

    

2019

    

2018

 

2019

    

2018

BOSTCO

 

$

594

 

$

1,028

 

$

1,733

 

$

4,867

Frontera

 

 

882

 

 

834

 

 

2,108

 

 

2,328

Total earnings from investments in unconsolidated affiliates

 

$

1,476

 

$

1,862

 

$

3,841

 

$

7,195

 

Additional capital investments in unconsolidated affiliates was as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Three months ended 

 

Nine months ended 

 

 

September 30,

 

September 30,

 

    

2019

    

2018

 

2019

    

2018

BOSTCO

 

$

1,504

 

$

 —

 

$

2,580

 

$

 —

Frontera

 

 

 —

 

 

 —

 

 

225

 

 

1,264

Additional capital investments in unconsolidated affiliates

 

$

1,504

 

$

 —

 

$

2,805

 

$

1,264

 

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TransMontaigne Partners LLC and Subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

Cash distributions received from unconsolidated affiliates was as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Three months ended 

 

Nine months ended 

 

 

September 30,

 

September 30,

 

    

2019

    

2018

 

2019

    

2018

BOSTCO

 

$

2,063

 

$

4,015

 

$

6,760

 

$

9,600

Frontera

 

 

672

 

 

992

 

 

1,989

 

 

3,418

Cash distributions received from unconsolidated affiliates

 

$

2,735

 

$

5,007

 

$

8,749

 

$

13,018

 

The summarized financial information of our unconsolidated affiliates was as follows (in thousands):

Balance sheets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BOSTCO

 

Frontera

 

 

September 30,

 

December 31,

 

September 30,

 

December 31,

 

    

2019

    

2018

    

2019

    

2018

Current assets

 

$

18,523

 

$

19,299

 

$

5,945

 

$

5,866

Long-term assets

 

 

459,004

 

 

455,984

 

 

44,443

 

 

45,115

Current liabilities

 

 

(15,297)

 

 

(12,471)

 

 

(1,633)

 

 

(2,845)

Long-term liabilities

 

 

(6,176)

 

 

(1,259)

 

 

(15)

 

 

(84)

Net assets

 

$

456,054

 

$

461,553

 

$

48,740

 

$

48,052

 

Statements of income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BOSTCO

 

Frontera

 

 

Three months ended 

 

Three months ended 

 

 

September 30,

 

September 30,

 

    

2019

    

2018

 

2019

    

2018

Revenue

 

$

14,812

 

$

16,596

    

$

5,309

 

$

6,061

Expenses

 

 

(13,121)

 

 

(13,720)

 

 

(3,545)

 

 

(4,393)

Net income

 

$

1,691

 

$

2,876

 

$

1,764

 

$

1,668

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BOSTCO

 

Frontera

 

 

Nine months ended 

 

Nine months ended 

 

 

September 30,

 

September 30,

 

    

2019

 

2018

 

2019

 

2018

Revenue

 

$

46,282

    

$

50,331

    

$

15,418

    

$

17,982

Expenses

 

 

(40,404)

 

 

(37,784)

 

 

(11,202)

 

 

(13,326)

Net income

 

$

5,878

 

$

12,547

 

$

4,216

 

$

4,656

 

 

 

 

 

 

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Notes to consolidated financial statements (unaudited) (continued)

(8) OTHER ASSETS, NET

Other assets, net was as follows (in thousands):

 

 

 

 

 

 

 

 

 

    

September 30,

    

December 31,

 

 

 

2019

 

2018

 

Customer relationships, net of accumulated amortization of $6,650 and $4,887, respectively

 

$

42,780

 

$

44,543

 

Revolving credit facility unamortized deferred issuance costs, net of accumulated amortization of $8,929 and $7,656, respectively

 

 

4,242

 

 

5,515

 

Amounts due under long-term terminaling services agreements

 

 

484

 

 

422

 

Deposits and other assets

 

 

2,100

 

 

774

 

 

 

$

49,606

 

$

51,254

 

 

Customer relationships.    Other assets, net include certain customer relationships primarily at our West Coast terminals. These customer relationships are being amortized on a straight‑line basis over twenty years.

Revolving credit facility unamortized deferred issuance costs.  Deferred issuance costs are amortized using the effective interest method over the term of the related revolving credit facility.

Amounts due under long‑term terminaling services agreements.  We have long‑term terminaling services agreements with certain of our customers that provide for minimum payments that increase at stated amounts over the terms of the respective agreements. We recognize as revenue under ASC 842 the minimum payments under the long‑term terminaling services agreements on a straight‑line basis over the terms of the respective agreements. At September 30, 2019 and December 31, 2018, we have recognized revenue in excess of the minimum payments that was due through those respective dates under the long‑term terminaling services agreements resulting in an asset of approximately $0.5 million and $0.4 million, respectively.

(9) ACCRUED LIABILITIES

Accrued liabilities were as follows (in thousands):

 

 

 

 

 

 

 

 

 

    

September 30,

    

December 31,

 

 

 

2019

 

2018

 

Customer advances and deposits

 

$

8,334

 

$

11,927

 

Accrued property taxes

 

 

6,230

 

 

3,003

 

Accrued environmental obligations

 

 

1,627

 

 

1,556

 

Interest payable

 

 

3,169

 

 

7,814

 

Accrued expenses and other

 

 

10,060

 

 

7,646

 

 

 

$

29,420

 

$

31,946

 

Customer advances and deposits.  We bill certain of our customers one month in advance for terminaling services to be provided in the following month. At September 30, 2019 and December 31, 2018, we have billed and collected from certain of our customers approximately $8.3 million and $11.9 million, respectively, in advance of the terminaling services being provided. At September 30, 2019 and 2018, approximately $0.9 million and $0.4 million, respectively, of the customer advances and deposits balance is considered contract liabilities under ASC 606. Revenue recognized during the nine months ended September 30, 2019 and 2018 from amounts included in contract liabilities at the beginning of the period was approximately $0.8 million and $0.5 million, respectively.

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Notes to consolidated financial statements (unaudited) (continued)

Accrued environmental obligations.  At both September 30, 2019 and December 31, 2018, we have accrued environmental obligations of approximately $1.6 million representing our best estimate of our remediation obligations. During the nine months ended September 30, 2019, we made payments of approximately $0.6 million towards our environmental remediation obligations. During the nine months ended September 30, 2019, we increased our estimate of our future environmental remediation costs by approximately $0.6 million. Changes in our estimates of our future environmental remediation obligations may occur as a result of the passage of time and the occurrence of future events.

(10) OTHER LIABILITIES

Other liabilities were as follows (in thousands):

 

 

 

 

 

 

 

 

 

    

September 30,

    

December 31,

 

 

 

2019

 

2018

 

Advance payments received under long-term terminaling services agreements

 

$

3,564

 

$

2,721

 

Deferred revenue

 

 

1,919

 

 

1,922

 

 

 

$

5,483

 

$

4,643

 

Advance payments received under long‑term terminaling services agreements.  We have long‑term terminaling services agreements with certain of our customers that provide for advance minimum payments. We recognize the advance minimum payments as revenue under ASC 842 on a straight‑line basis over the term of the respective agreements. At September 30, 2019 and December 31, 2018, we have received advance minimum payments in excess of revenue recognized under these long‑term terminaling services agreements resulting in a liability of approximately $3.6 million and $2.7 million, respectively.

Deferred revenue.  Pursuant to agreements with our customers, we agreed to undertake certain capital projects. Upon completion of the projects, our customers have paid us amounts that will be recognized as revenue on a straight‑line basis over the remaining term of the agreements. At both September 30, 2019 and December 31, 2018, we have unamortized deferred revenue for completed projects of approximately $1.9 million. During the nine months ended September 30, 2019, we billed customers approximately $0.7 million for completed projects and recognized revenue for completed projects on a straight‑line basis of approximately $0.7 million. At September 30, 2019 and December 31, 2018, approximately $0.1 million and $0.2 million, respectively, of the deferred revenue balance is considered contract liabilities under ASC 606. Revenue recognized during the nine months ended September 30, 2019 and 2018 from amounts included in contract liabilities under ASC 606 at the beginning of the period was approximately $0.2 million and $1.0 million, respectively.

(11) LONG‑TERM DEBT

Long-term debt was as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

    

September 30,

    

December 31,

 

 

 

2019

 

2018

 

Revolving credit facility due in 2022

 

$

342,900

 

$

306,000

 

6.125% senior notes due in 2026

 

 

300,000

 

 

300,000

 

Senior notes unamortized deferred issuance costs, net of accumulated amortization of $1,329 and $704, respectively

 

 

(6,753)

 

 

(7,378)

 

 

 

$

636,147

 

$

598,622

 

 

On February 12, 2018, the Company and TLP Finance Corp., our wholly owned subsidiary, issued at par $300 million of 6.125% senior notes. Net proceeds, after $8.1 million of issuance costs, were used to repay indebtedness under our revolving credit facility. The senior notes are due in 2026 and are guaranteed on a senior unsecured basis by each of our 100% owned domestic subsidiaries that guarantee obligations under our revolving credit facility. TransMontaigne

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TransMontaigne Partners LLC and Subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

Partners LLC has no independent assets or operations unrelated to its investments in its consolidated subsidiaries. TLP Finance Corp. has no assets or operations. Our operations are conducted by subsidiaries of TransMontaigne Partners LLC through our 100% owned operating company subsidiary, TransMontaigne Operating Company L.P. None of the assets of TransMontaigne Partners LLC or a guarantor represent restricted net assets pursuant to the guidelines established by the SEC.

Our revolving credit facility provides for a maximum borrowing line of credit equal to $850 million. The terms of our revolving credit facility include covenants that restrict our ability to make cash distributions, acquisitions and investments, including investments in joint ventures. We may make distributions of cash to the extent of our “available cash” as defined in our LLC agreement. We may make acquisitions and investments that meet the definition of “permitted acquisitions”; “other investments” which may not exceed 5% of “consolidated net tangible assets”; and additional future “permitted JV investments” up to $175 million, which may include additional investments in BOSTCO. The primary financial covenants contained in our revolving credit facility are (i) a total leverage ratio test (not to exceed 5.25 to 1.0), (ii) a senior secured leverage ratio test (not to exceed 3.75 to 1.0), and (iii) a minimum interest coverage ratio test (not less than 2.75 to 1.0). The principal balance of loans and any accrued and unpaid interest are due and payable in full on the maturity date, March 13, 2022. We were in compliance with all financial covenants as of and during the nine months ended September 30, 2019 and the year ended December 31, 2018.  

 

We may elect to have loans under our revolving credit facility bear interest either (i) at a rate of LIBOR plus a margin ranging from 1.75% to 2.75% depending on the total leverage ratio then in effect, or (ii) at the base rate plus a margin ranging from 0.75% to 1.75% depending on the total leverage ratio then in effect. We also pay a commitment fee on the unused amount of commitments, ranging from 0.375% to 0.5% per annum, depending on the total leverage ratio then in effect. Our obligations under our revolving credit facility are secured by a first priority security interest in favor of the lenders in the majority of our assets, including our investments in unconsolidated affiliates. For the nine months ended September 30, 2019 and 2018, the weighted average interest rate on borrowings under our revolving credit facility was approximately 5.7% and 5.0%, respectively. At September 30, 2019 and December 31, 2018, our outstanding borrowings under our revolving credit facility were $342.9 million and $306 million, respectively. At September 30, 2019 and December 31, 2018 our outstanding letters of credit were $1.3 million and $0.4 million, respectively.

(12)  DEFERRED COMPENSATION EXPENSE

We have a savings and retention program to compensate certain employees who provide services to the Company. Prior to the Take-Private Transaction, we also had a long‑term incentive plan to compensate the independent directors of our general partner. Awards under the long-term incentive plan were settled in our common units, and accordingly, we accounted for the awards as an equity award. For awards to the independent directors, deferred compensation expense was approximately $nil and $0.2 million for the nine months ended September 30, 2019 and 2018, respectively.

The purpose of the savings and retention program is to provide for the reward and retention of participants by providing them with awards that vest over future service periods. Awards under the program with respect to individuals providing services to the Company generally become vested as to 50% of a participant’s annual award as of the first day of the month that falls closest to the second anniversary of the grant date, and the remaining 50% as of the first day of the month that falls closest to the third anniversary of the grant date, subject to earlier vesting upon a participant’s attainment of the age and length of service thresholds, retirement, death or disability, involuntary termination without cause, or termination of a participant’s employment following a change in control of the Company as specified in the program.  The awards are increased for the value of any accrued growth based on underlying investments deemed made with respect to the awards. The awards (including any accrued growth relating thereto) are subject to forfeiture until the vesting date. The Take-Private Transaction did not accelerate the vesting of any of the awards.

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Notes to consolidated financial statements (unaudited) (continued)

A person will satisfy the age and length of service thresholds of the program upon the attainment of the earliest of (a) age sixty, (b) age fifty-five and ten years of service as an officer of the Company or any of its affiliates or predecessors, or (c) age fifty and twenty years of service as an employee of the Company or any of its affiliates or predecessors.

Prior to the Take-Private Transaction, we had the ability to settle the savings and retention program awards in our common units, and accordingly, we accounted for the awards as an equity award. Following the Take-Private Transaction, we index the awards to other forms of investments, and have the intent and ability to settle the awards in cash, and accordingly, we account for the awards as accrued liabilities. For awards to employees, approximately $1.5 million and $2.7 million is included in deferred compensation expense for the nine months ended September 30, 2019 and 2018, respectively.

 

(13) COMMITMENTS AND CONTINGENCIES

Effective January 1, 2019, we adopted Accounting Standards Codification (“ASC”) Topic 842, Leases and the series of related Accounting Standards Updates that followed (collectively referred to as “ASC 842”), using the modified retrospective transition method applied at the effective date of the standard. By electing this optional transition method, information prior to January 1, 2019 has not been restated and continues to be reported under the accounting standards in effect for that period (ASC 840).

The Company elected the package of practical expedients permitted under the transition guidance within the new standard, including the option to carry forward the historical lease classifications and assessment of initial direct costs, to not include leases with an initial term of less than twelve months in the lease assets and liabilities and to account for lease and non-lease components as a single lease. 

We lease property including corporate offices, vehicles and land. We determine if an arrangement is a lease at inception and evaluate identified leases for operating or finance lease treatment. Operating or finance lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term.  Our leases have remaining lease terms of less than one year to 42 years, some of which have options to extend or terminate the lease. For purposes of calculating operating lease liabilities, lease terms may be deemed to include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

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Notes to consolidated financial statements (unaudited) (continued)

The impact of ASC 842 on our consolidated balance sheet beginning January 1, 2019 was the recognition of right-of-use assets and lease liabilities for operating leases. Unamortized lease incentives were reclassified into right-of-use assets on January 1, 2019.  Amounts recognized at January 1, 2019 and September 30, 2019 for operating leases was as follows (in thousands):

 

 

 

 

Right-of-use assets, operating leases - January 1, 2019

 

$

37,881

Amortization of right-of-use assets, January 1, 2019-March 31, 2019

 

 

(594)

Right-of-use assets, operating leases - March 31, 2019

 

 

37,287

Amortization of right-of-use assets, April 1, 2019-June 30, 2019

 

 

(654)

Right-of-use assets, operating leases - June 30, 2019

 

 

36,633

Additions July 1, 2019-September 30, 2019

 

 

52

Amortization of right-of-use assets, July 1, 2019-September 30, 2019

 

 

(655)

Right-of-use assets, operating leases - September 30, 2019

 

$

36,030

 

 

 

 

Operating lease liabilities - January 1, 2019

 

$

39,545

Liability reduction, net January 1, 2019-March 31, 2019

 

 

(755)

Operating lease liabilities - March 31, 2019

 

 

38,790

Liability reduction, net April 1, 2019-June 30, 2019

 

 

(238)

Operating lease liabilities - June 30, 2019

 

 

38,552

Additions, July 1, 2019-September 30, 2019

 

 

52

Liability reduction, net July 1, 2019-September 30, 2019

 

 

(457)

Operating lease liabilities - September 30, 2019

 

$

38,147

Current portion of operating lease liabilities

 

$

2,997

Long-term operating lease liabilities

 

$

35,150

No impact was recorded to the statement of operations or beginning equity for ASC 842.

Beginning January 1, 2019, operating right-of-use assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Operating leases in effect prior to January 1, 2019 were recognized at the present value of the remaining payments on the remaining lease term as of January 1, 2019.  The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. We have certain land and vehicle lease agreements with lease and non-lease components, which are accounted for separately. We have elected the practical expedient to account for the remainder of our lease agreements and non-lease components as a single lease component. Non-lease payments include payments for taxes and other operating and maintenance expenses incurred by the lessor but payable by us in connection with the leasing arrangement. As of September 30, 2019, the Company was party to certain subleasing arrangements whereby the Company, as the primary obligor on the lease, has recognized sublease income for lease payments made by affiliates to the lessor.

Following are components of our lease costs (in thousands):

 

 

 

 

 

 

 

 

 

Three months ended 

    

Nine months ended 

 

 

September 30,

 

September 30,

 

 

2019

 

2019

Operating leases

 

$

1,154

 

$

3,380

Short-term and variable leases

 

 

148

 

 

653

    Total lease costs

 

$

1,302

 

$

4,033

 

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Notes to consolidated financial statements (unaudited) (continued)

Other information related to our operating leases was as follows (in thousands, except lease term and discount rate):

 

 

 

 

 

 

 

 

 

Three months ended 

    

Nine months ended 

 

 

September 30,

 

September 30,

 

 

2019

 

2019

Cash outflows for operating leases

 

$

957

 

$

2,927

Sublease income as primary obligor

 

$

247

 

$

740

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

 

 

 

 

2019

Weighted average remaining lease term (years)

 

 

 

 

 

19.49

Weighted average discount rate

 

 

 

 

 

5.2%

 

Undiscounted cash flows owed by the Company to lessors pursuant to contractual agreements in effect as of September 30, 2019 and related imputed interest was as follows (in thousands):

 

 

 

 

 

2019 (remainder of the year)

 

$

4,595

2020

 

 

4,448

2021

 

 

4,435

2022

 

 

4,094

2023

 

 

3,637

Thereafter

 

 

40,646

   Total lease payments

 

 

61,855

Less imputed interest

 

 

(23,708)

   Present value of operating lease liabilities

 

$

38,147

 

At December 31, 2018, future minimum lease payments under operating leases accounted for under ASC 840 was as follows (in thousands):

 

 

 

 

Years ending December 31:

    

 

 

2019

 

$

4,050

2020

 

 

4,308

2021

 

 

3,973

2022

 

 

3,050

2023

 

 

2,508

Thereafter

 

 

6,287

 

 

$

24,176

 

Contract commitments.  At September 30, 2019, we have contractual commitments of approximately $24.7 million for the supply of services, labor and materials related to capital projects that currently are under development. We expect that these contractual commitments will primarily be paid within a year.

Legal proceedings. We are party to various legal, regulatory and other matters arising from the day-to-day operations of our business that may result in claims against us. While the ultimate impact of any proceedings cannot be predicted with certainty, our management believes that the resolution of any of our pending legal proceedings will not have a material adverse effect on our business, financial position, results of operations or cash flows. 

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Notes to consolidated financial statements (unaudited) (continued)

(14) DISCLOSURES ABOUT FAIR VALUE

GAAP defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. GAAP also establishes a fair value hierarchy that prioritizes the use of higher‑level inputs for valuation techniques used to measure fair value. The three levels of the fair value hierarchy are: (1) Level 1 inputs, which are quoted prices (unadjusted) in active markets for identical assets or liabilities; (2) Level 2 inputs, which are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and (3) Level 3 inputs, which are unobservable inputs for the asset or liability.

The fair values of the following financial instruments represent our best estimate of the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date. Our fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects our judgments about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. The following methods and assumptions were used to estimate the fair value of financial instruments at September 30, 2019 and December 31, 2018.

Cash equivalents.  The carrying amount approximates fair value because of the short‑term maturity of these instruments. The fair value is categorized in Level 1 of the fair value hierarchy.

Derivative instruments.  The carrying amount of our interest rate swaps was determined using a pricing model based on the LIBOR swap rate and other observable market data. The fair value is categorized in Level 2 of the fair value hierarchy.

Debt. The carrying amount of our revolving credit facility debt approximates fair value since borrowings under the facility bear interest at current market interest rates. The estimated fair value of our $300 million publicly traded senior notes at September 30, 2019 was approximately $290.3 million based on observable market trades. The fair value of our debt is categorized in Level 2 of the fair value hierarchy.

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Notes to consolidated financial statements (unaudited) (continued)

(15) REVENUE FROM CONTRACTS WITH CUSTOMERS

The majority of our terminaling services agreements contain minimum payment arrangements, resulting in a fixed amount of revenue recognized, which we refer to as “firm commitments” and are accounted for in accordance with ASC 842, Leases (“ASC 842 revenue”). The remainder is recognized in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606 revenue”).

 

The following table provides details of our revenue disaggregated by category of revenue (in thousands):    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended September 30,

 

Nine months ended September 30,

 

    

2019

 

2018

    

2019

 

2018

Terminaling services fees:

 

 

 

 

 

 

 

 

 

 

 

 

           Firm commitments (ASC 842/840 revenue)

 

$

46,130

 

$

39,753

 

$

131,307

 

$

117,608

           Firm commitments (ASC 606 revenue)

 

 

3,351

 

 

3,467

 

 

10,789

 

 

10,443

   Total firm commitments revenue

 

 

49,481

 

 

43,220

 

 

142,096

 

 

128,051

          Ancillary revenue (ASC 606 revenue)

 

 

10,430

 

 

10,772

 

 

30,577

 

 

30,211

          Ancillary revenue (ASC 842/840 revenue)

 

 

1,168

 

 

360

 

 

3,645

 

 

1,659

   Total ancillary revenue

 

 

11,598

 

 

11,132

 

 

34,222

 

 

31,870

Total terminaling services fees

 

 

61,079

 

 

54,352

 

 

176,318

 

 

159,921

Pipeline transportation fees (ASC 842/840 revenue)

 

 

877

 

 

774

 

 

2,579

 

 

2,437

Management fees (ASC 606 revenue)

 

 

4,317

 

 

2,433

 

 

12,611

 

 

8,376

Management fees (ASC 842/840 revenue)

 

 

300

 

 

193

 

 

1,302

 

 

571

Total management fees

 

 

4,617

 

 

2,626

 

 

13,913

 

 

8,947

Total revenue

 

$

66,573

 

$

57,752

 

$

192,810

 

$

171,305

 

The following table includes our estimated future revenue associated with our firm commitments under terminaling services fees which is expected to be recognized as ASC 606 revenue in the specified period related to our future performance obligations as of the end of the reporting period (in thousands):

Estimated Future ASC 606 Revenue by Segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gulf Coast

 

Midwest

 

 

Brownsville

 

River

 

Southeast

 

West Coast

 

Central

 

 

 

 

Terminals

    

Terminals

    

 

Terminals

    

Terminals

    

Terminals

    

Terminals

    

Services

    

Total

2019 (remainder of the year)

$

1,164

 

$

140

 

$

 —

 

$

309

 

$

 —

 

$

1,051

 

$

 —

 

$

2,664

 

2020

 

1,814

 

 

559

 

 

 —

 

 

1,088

 

 

 —

 

 

4,088

 

 

 —

 

 

7,549

 

2021

 

1,510

 

 

47

 

 

 —

 

 

519

 

 

 —

 

 

3,953

 

 

 —

 

 

6,029

 

2022

 

962

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

1,204

 

 

 —

 

 

2,166

 

2023

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

Thereafter

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

Total estimated future ASC 606 revenue

$

5,450

 

$

746

 

$

 —

 

$

1,916

 

$

 —

 

$

10,296

 

$

 —

 

$

18,408

 

 

Our estimated future ASC 606 revenue, for purposes of the tabular presentation above, excludes estimates of future rate changes due to changes in indices or contractually negotiated rate escalations and is generally limited to contracts that have minimum payment arrangements. The balances disclosed include the full amount of our customer commitments accounted for as ASC 606 revenue as of September 30, 2019 through the expiration of the related contracts. The balances disclosed exclude all performance obligations for which the original expected term is one year or less, the term of the contract with the customer is open and cannot be estimated, the contract includes options for future purchases or the consideration is variable.

27

Table of Contents

TransMontaigne Partners LLC and Subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

Estimated future ASC 606 revenue in the table above excludes revenue arrangements accounted for in accordance with ASC 842 in the amount of $46.0 million for the remainder of 2019, $160.1 million for 2020, $127.2 million for 2021, $95.3 million for 2022, $81.5 million for 2023 and $542.6 million thereafter.

(16) BUSINESS SEGMENTS

We provide integrated terminaling, storage, transportation and related services to companies engaged in the trading, distribution and marketing of refined petroleum products, crude oil, chemicals, fertilizers and other liquid products. Our chief operating decision maker is the Company’s chief executive officer. The Company’s chief executive officer reviews the financial performance of our business segments using disaggregated financial information about “net margins” for purposes of making operating decisions and assessing financial performance. “Net margins” is composed of revenue less operating costs and expenses. Accordingly, we present “net margins” for each of our business segments: (i) Gulf Coast terminals, (ii) Midwest terminals, (iii) Brownsville terminals including management of Frontera, (iv) River terminals, (v) Southeast terminals, (vi) West Coast terminals and (vii) Central services. Our Central services segment primarily represents the costs of employees performing operating oversight functions, engineering, health, safety and environmental services to our terminals and terminals that we operate or manage, including for affiliate terminals owned by ArcLight. In addition, Central services represent the cost of employees at affiliate terminals owned by ArcLight that we operate. We receive a fee from these affiliates based on our costs incurred. 

 

28

Table of Contents

TransMontaigne Partners LLC and Subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

The financial performance of our business segments was as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended 

 

Nine months ended 

 

 

September 30,

 

September 30,

 

    

2019

    

2018

 

2019

 

2018

Gulf Coast Terminals:

 

 

 

 

 

 

 

 

 

 

 

 

Terminaling services fees

 

$

18,930

 

$

15,824

 

$

52,074

 

$

48,462

Management fees

 

 

16

 

 

13

 

 

30

 

 

196

Revenue

 

 

18,946

 

 

15,837

 

 

52,104

 

 

48,658

Operating costs and expenses

 

 

(5,182)

 

 

(5,614)

 

 

(16,089)

 

 

(16,859)

Net margins

 

 

13,764

 

 

10,223

 

 

36,015

 

 

31,799

Midwest Terminals:

 

 

 

 

 

 

 

 

 

 

 

 

Terminaling services fees

 

 

3,115

 

 

2,644

 

 

8,356

 

 

7,468

Pipeline transportation fees

 

 

472

 

 

453

 

 

1,378

 

 

1,319

Revenue

 

 

3,587

 

 

3,097

 

 

9,734

 

 

8,787

Operating costs and expenses

 

 

(1,293)

 

 

(733)

 

 

(2,699)

 

 

(2,188)

Net margins

 

 

2,294

 

 

2,364

 

 

7,035

 

 

6,599

Brownsville Terminals:

 

 

 

 

 

 

 

 

 

 

 

 

Terminaling services fees

 

 

2,954

 

 

2,100

 

 

7,817

 

 

6,143

Pipeline transportation fees

 

 

405

 

 

321

 

 

1,201

 

 

1,118

Management fees

 

 

1,283

 

 

1,818

 

 

4,381

 

 

5,814

Revenue

 

 

4,642

 

 

4,239

 

 

13,399

 

 

13,075

Operating costs and expenses

 

 

(2,056)

 

 

(1,887)

 

 

(6,546)

 

 

(6,063)

Net margins

 

 

2,586

 

 

2,352

 

 

6,853

 

 

7,012

River Terminals:

 

 

 

 

 

 

 

 

 

 

 

 

Terminaling services fees

 

 

2,457

 

 

2,559

 

 

7,211

 

 

7,902

Revenue

 

 

2,457

 

 

2,559

 

 

7,211

 

 

7,902

Operating costs and expenses

 

 

(1,318)

 

 

(1,568)

 

 

(4,327)

 

 

(5,209)

Net margins

 

 

1,139

 

 

991

 

 

2,884

 

 

2,693

Southeast Terminals:

 

 

 

 

 

 

 

 

 

 

 

 

Terminaling services fees

 

 

22,039

 

 

21,349

 

 

65,167

 

 

61,098

Management fees

 

 

233

 

 

193

 

 

711

 

 

570

Revenue

 

 

22,272

 

 

21,542

 

 

65,878

 

 

61,668

Operating costs and expenses

 

 

(5,174)

 

 

(6,633)

 

 

(17,266)

 

 

(18,966)

Net margins

 

 

17,098

 

 

14,909

 

 

48,612

 

 

42,702

West Coast Terminals:

 

 

 

 

 

 

 

 

 

 

 

 

Terminaling services fees

 

 

11,584

 

 

9,876

 

 

35,693

 

 

28,848

Management fees

 

 

 8

 

 

 —

 

 

25

 

 

 —

Revenue

 

 

11,592

 

 

9,876

 

 

35,718

 

 

28,848

Operating costs and expenses

 

 

(3,703)

 

 

(3,475)

 

 

(12,207)

 

 

(10,045)

Net margins

 

 

7,889

 

 

6,401

 

 

23,511

 

 

18,803

Central Services:

 

 

 

 

 

 

 

 

 

 

 

 

Management fees

 

 

3,077

 

 

602

 

 

8,766

 

 

2,367

Revenue

 

 

3,077

 

 

602

 

 

8,766

 

 

2,367

Operating costs and expenses

 

 

(5,669)

 

 

(3,604)

 

 

(17,050)

 

 

(12,248)

Net margins

 

 

(2,592)

 

 

(3,002)

 

 

(8,284)

 

 

(9,881)

Total net margins

 

 

42,178

 

 

34,238

 

 

116,626

 

 

99,727

General and administrative expenses

 

 

(4,603)

 

 

(4,823)

 

 

(17,979)

 

 

(16,322)

Insurance expenses

 

 

(1,240)

 

 

(1,227)

 

 

(3,819)

 

 

(3,744)

Deferred compensation expense

 

 

(376)

 

 

(483)

 

 

(1,469)

 

 

(2,941)

Depreciation and amortization

 

 

(13,362)

 

 

(12,375)

 

 

(39,121)

 

 

(37,471)

Earnings from unconsolidated affiliates

 

 

1,476

 

 

1,862

 

 

3,841

 

 

7,195

Gain from insurance proceeds

 

 

 —

 

 

 —

 

 

3,351

 

 

 —

Operating income

 

 

24,073

 

 

17,192

 

 

61,430

 

 

46,444

Other expenses

 

 

(9,743)

 

 

(9,230)

 

 

(29,675)

 

 

(25,754)

Net earnings

 

$

14,330

 

$

7,962

 

$

31,755

 

$

20,690

 

29

Table of Contents

TransMontaigne Partners LLC and Subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

Supplemental information about our business segments is summarized below (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended September 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gulf Coast

 

Midwest

 

Brownsville

 

River

 

Southeast

 

West Coast

 

Central

 

 

 

 

 

 

Terminals

 

Terminals 

 

Terminals

 

Terminals

 

Terminals

 

Terminals

 

Services

 

Total

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

External customers

    

$

17,096

 

$

3,587

 

$

2,684

 

$

2,457

 

$

22,272

 

$

11,592

 

$

 —

 

$

59,688

 

Affiliate customers

 

 

1,850

 

 

 —

 

 

1,958

 

 

 —

 

 

 —

 

 

 —

 

 

3,077

 

 

6,885

 

Revenue

 

$

18,946

 

$

3,587

 

$

4,642

 

$

2,457

 

$

22,272

 

$

11,592

 

$

3,077

 

$

66,573

 

Capital expenditures

 

$

1,305

 

$

234

 

$

6,667

 

$

641

 

$

6,864

 

$

2,349

 

$

60

 

$

18,120

 

Identifiable assets

 

$

123,822

 

$

19,797

 

$

87,994

 

$

45,365

 

$

248,691

 

$

279,942

 

$

13,247

 

$

818,858

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

348

 

Investments in unconsolidated affiliates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

224,928

 

Revolving credit facility unamortized deferred issuance costs, net

 

 

 

 

 

 

 

 

 

 

 

4,242

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,074

 

Total assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

1,051,450

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended September 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gulf Coast

 

Midwest

 

Brownsville

 

River

 

Southeast

 

West Coast

 

Central

 

 

 

 

 

 

Terminals

 

Terminals 

 

Terminals

 

Terminals

 

Terminals

 

Terminals

 

Services

 

Total

 

Revenue:

    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

External customers

 

$

13,774

 

$

3,097

 

$

2,158

 

$

2,559

 

$

21,542

 

$

9,876

 

$

 —

 

$

53,006

 

Affiliate customers

 

 

2,063

 

 

 —

 

 

2,081

 

 

 —

 

 

 —

 

 

 —

 

 

602

 

 

4,746

 

Revenue

 

$

15,837

 

$

3,097

 

$

4,239

 

$

2,559

 

$

21,542

 

$

9,876

 

$

602

 

$

57,752

 

Capital expenditures

 

$

940

 

$

 2

 

$

3,859

 

$

441

 

$

8,693

 

$

2,590

 

$

 2

 

$

16,527

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30, 2019

 

 

    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gulf Coast

 

Midwest

 

Brownsville

 

River

 

Southeast

 

West Coast

 

Central

 

 

 

 

 

    

Terminals

    

Terminals 

    

Terminals

    

Terminals

    

Terminals

    

Terminals

    

Services

 

Total

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

External customers

 

$

45,712

 

$

9,734

 

$

7,039

 

$

7,211

 

$

65,878

 

$

35,718

 

$

 —

 

$

171,292

 

Affiliate customers

 

 

6,392

 

 

 —

 

 

6,360

 

 

 —

 

 

 —

 

 

 —

 

 

8,766

 

 

21,518

 

Revenue

 

$

52,104

 

$

9,734

 

$

13,399

 

$

7,211

 

$

65,878

 

$

35,718

 

$

8,766

 

$

192,810

 

Capital expenditures

 

$

4,373

 

$

621

 

$

18,118

 

$

1,807

 

$

31,301

 

$

8,817

 

$

380

 

$

65,417

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gulf Coast

 

Midwest

 

Brownsville

 

River

 

Southeast

 

West Coast

 

Central

 

 

 

 

 

    

Terminals

    

Terminals 

    

Terminals

    

Terminals

    

Terminals

    

Terminals

    

Services

 

Total

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

External customers

 

$

42,312

 

$

8,787

 

$

6,982

 

$

7,902

 

$

61,668

 

$

28,848

 

$

 —

 

$

156,499

 

Affiliate customers

 

 

6,346

 

 

 —

 

 

6,093

 

 

 —

 

 

 —

 

 

 —

 

 

2,367

 

 

14,806

 

Revenue

 

$

48,658

 

$

8,787

 

$

13,075

 

$

7,902

 

$

61,668

 

$

28,848

 

$

2,367

 

$

171,305

 

Capital expenditures

 

$

4,120

 

$

338

 

$

6,326

 

$

1,333

 

$

21,128

 

$

5,235

 

$

38

 

$

38,518

 

 

 

30

Table of Contents

TransMontaigne Partners LLC and Subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

(17) SUBSEQUENT EVENT

No subsequent transactions or events warranted recognition or disclosure in the accompanying financials or notes thereto.

 

 

31

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RECENT DEVELOPMENTS

Expansion of Assets

 

Expansion of our Brownsville operations.  Our Brownsville expansion project, which is underpinned by new long-term agreements, includes the construction of approximately 630,000 barrels of additional liquids storage capacity, the construction of gasoline railcar loading capabilities and the conversion of our Diamondback pipeline to transport diesel and gasoline to the U.S./Mexico border. The Diamondback pipeline is comprised of an 8” pipeline that previously transported propane approximately 16 miles from our Brownsville facilities to the U.S./Mexico border, as well as a 6” pipeline, which runs parallel to the 8” pipeline, that has been idle and can be used to transport additional refined products. The additional liquids storage capacity was placed into commercial service during the first three quarters of 2019. We expect to recommission the Diamondback pipeline and resume operations on both the 8” pipeline and the previously idle 6” pipeline in the first quarter of 2020. We expect the construction of the gasoline railcar loading capabilities to be completed by the end of 2020. The anticipated aggregate cost of these expansion efforts is estimated to be approximately $70 million.

 

Expansion of our Collins terminal. Our Collins, Mississippi terminal complex is strategically located for the bulk storage market and is the only independent terminal capable of receiving from, delivering to, and transferring refined petroleum products between the Colonial and Plantation pipeline systems. During the first quarter of 2019 we completed construction of approximately 870,000 barrels of new storage capacity at our Collins terminal, which is supported by a new long-term, fee-based terminaling services agreement with a third party customer. To facilitate our further expansion of tankage at our Collins terminal, we also entered into an agreement with Colonial Pipeline Company for significant improvements to the Colonial Pipeline receipt and delivery manifolds and our related receipt and delivery facilities. The improvements are expected to be completed in the fourth quarter of 2019. The improvements will result in significant increased flexibility for our Collins terminal customers including the simultaneous receipt and delivery of gasoline from and to Colonial’s Line 1 at full line rates including the ability to receive and deliver segregated batches at these rates; a dedicated and segregated line for the receipt and delivery of distillates from and to Colonial’s Line 2; and a dedicated and segregated line for the receipt and delivery of jet fuel from and to Colonial’s Line 2. The anticipated cost of the approximately 870,000 barrels of new storage capacity and our share of the improvements to the pipeline connections is approximately $60 million. We are currently in active discussions with several other existing and prospective customers regarding additional future capacity at our Collins terminal.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

A summary of the significant accounting policies that we have adopted and followed in the preparation of our consolidated financial statements is detailed in Note 1 of Notes to consolidated financial statements as of and for the three and nine months ended September 30, 2019. Certain of these accounting policies require the use of estimates. The following estimates, in management’s opinion, are subjective in nature, require the exercise of judgment, and involve complex analyses: useful lives of our plant and equipment and accrued environmental obligations. These estimates are based on our knowledge and understanding of current conditions and actions we may take in the future. Changes in these estimates will occur as a result of the passage of time and the occurrence of future events. Subsequent changes in these estimates may have a significant impact on our financial condition and results of operations.

32

RESULTS OF OPERATIONS—THREE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018

The following discussion and analysis of the results of operations and financial condition should be read in conjunction with the accompanying unaudited consolidated financial statements.

ANALYSIS OF REVENUE

Total revenue.  We derive revenue from our operations by charging fees for providing integrated terminaling, transportation and related services. Our total revenue by category was as follows (in thousands):

Total Revenue by Category

 

 

 

 

 

 

 

 

 

 

 

Three months ended September 30,

 

    

 

2019

 

2018

Terminaling services fees

 

 

$

61,079

 

$

54,352

Pipeline transportation fees

 

 

 

877

 

 

774

Management fees

 

 

 

4,617

 

 

2,626

Revenue

 

 

$

66,573

 

$

57,752

 

See discussion below for a detailed analysis of terminaling services fees, pipeline transportation fees and management fees included in the table above.

We operate our business and report our results of operations in seven principal business segments: (i) Gulf Coast terminals, (ii) Midwest terminals, (iii) Brownsville terminals including management of Frontera, (iv) River terminals, (v) Southeast terminals, (vi) West Coast terminals and (vii) Central services. Our Central services segment primarily represents the costs of employees performing operating oversight functions, engineering, health, safety and environmental services to our terminals and terminals that we operate or manage, including for affiliate terminals owned by ArcLight. In addition, Central services represent the cost of employees at affiliate terminals owned by ArcLight that we operate. We receive a fee from these affiliates based on our costs incurred.

The aggregate revenue of each of our business segments was as follows (in thousands):

Total Revenue by Business Segment

 

 

 

 

 

 

 

 

 

Three months ended September 30,

 

    

2019

    

2018

Gulf Coast terminals

 

$

18,946

 

$

15,837

Midwest terminals

 

 

3,587

 

 

3,097

Brownsville terminals

 

 

4,642

 

 

4,239

River terminals

 

 

2,457

 

 

2,559

Southeast terminals

 

 

22,272

 

 

21,542

West Coast terminals

 

 

11,592

 

 

9,876

Central services

 

 

3,077

 

 

602

Revenue

 

$

66,573

 

$

57,752

 

Total revenue by business segment is presented and further analyzed below by category of revenue.

Terminaling services fees.    Our terminaling services agreements are structured as either throughput agreements or storage agreements. Our throughput agreements contain provisions that require our customers to make minimum payments, which are based on contractually established minimum volume of throughput of the customer’s product at our facilities over a stipulated period of time. Due to this minimum payment arrangement, we recognize a fixed amount of revenue from the customer over a certain period of time, even if the customer throughputs less than the minimum volume of product during that period. In addition, if a customer throughputs a volume of product exceeding the minimum volume, we would recognize additional revenue on this incremental volume. Our storage agreements require our customers to make minimum

33

payments based on the volume of storage capacity available to the customer under the agreement, which results in a fixed amount of recognized revenue.

We refer to the fixed amount of revenue recognized pursuant to our terminaling services agreements as being “firm commitments.” Revenue recognized in excess of firm commitments and revenue recognized based solely on the volume of product distributed or injected are referred to as “ancillary.” In addition, “ancillary” revenue also includes fees received from ancillary services including heating and mixing of stored products, product transfer, railcar handling, butane blending, proceeds from the sale of product gains, wharfage and vapor recovery.

The terminaling services fees by business segments were as follows (in thousands):

Terminaling Services Fees by Business Segment

 

 

 

 

 

 

 

 

 

Three months ended September 30,

 

    

2019

 

2018

Gulf Coast terminals

 

$

18,930

 

$

15,824

Midwest terminals

 

 

3,115

 

 

2,644

Brownsville terminals

 

 

2,954

 

 

2,100

River terminals

 

 

2,457

 

 

2,559

Southeast terminals

 

 

22,039

 

 

21,349

West Coast terminals

 

 

11,584

 

 

9,876

Central services

 

 

 —

 

 

 —

Terminaling services fees

 

$

61,079

 

$

54,352

 

The increase in terminaling services fees at our Gulf Coast terminals is primarily a result of recontracting capacity to third-party customers at higher rates.  The increase in terminaling services fees at our Brownsville terminals is primarily a result of placing into service new tank capacity. The increase in terminaling services fees at our Southeast terminals is primarily a result of placing into service new tank capacity at our Collins, Mississippi terminal. The increase in terminaling services fees at our West Coast terminals is primarily a result of contracting available capacity to third-party customers and placing into service new tank capacity.

Included in terminaling services fees for the three months ended September 30, 2019 and 2018 are fees charged to affiliates of approximately $2.5 million and $2.7 million, respectively.

The “firm commitments” and “ancillary” revenue included in terminaling services fees were as follows (in thousands):

Firm Commitments and Ancillary Revenue

 

 

 

 

 

 

 

 

 

Three months ended September 30,

 

    

2019

    

2018

Firm commitments

 

$

49,481

 

$

43,220

Ancillary

 

 

11,598

 

 

11,132

Terminaling services fees

 

$

61,079

 

$

54,352

 

The remaining terms on the terminaling services agreements that generated “firm commitments” for the three months ended September 30, 2019 are as follows (in thousands):

 

 

 

 

 

 

Less than 1 year remaining

    

$

10,542

    

21%

1 year or more, but less than 3 years remaining

 

 

17,847

 

36%

3 years or more, but less than 5 years remaining

 

 

12,626

 

26%

5 years or more remaining (1)

 

 

8,466

 

17%

Total firm commitments for the three months ended September 30, 2019

 

$

49,481

 

 

_____________________________

34

 

(1) We have a terminaling services agreement with a third party relating to our Southeast terminals that will continue in effect through February 1, 2023, after which it shall automatically continue unless and until the third party provides at least 24 months’ prior notice of its intent to terminate the agreement. Effective at any time from and after July 31, 2040, we have the right to terminate the agreement by providing at least 24 months’ prior notice of our intent to terminate the agreement. We do not believe the third party will terminate the agreement prior to July 31, 2040; therefore,  we have presented the firm commitments related to this terminaling services agreement in the 5 years or more remaining category in the table above.

Pipeline transportation fees.    We earned pipeline transportation fees at our Diamondback pipeline under a capacity reservation agreement. Revenue associated with the capacity reservation agreement is recognized ratably over the respective term, regardless of whether the capacity is actually utilized. Once our Brownsville terminal expansion efforts are complete, including the conversion of our Diamondback pipeline to transport diesel and gasoline, we then expect to earn pipeline transportation fees at our Diamondback pipeline based on the volume of product transported subject to minimum volume commitments. We earn pipeline transportation fees at our Razorback pipeline based on an allocation of the aggregate fees charged under the capacity agreement with our customer who has contracted for 100% of our Razorback system. The pipeline transportation fees by business segments were as follows (in thousands):

Pipeline Transportation Fees by Business Segment

 

 

 

 

 

 

 

 

 

Three months ended September 30,

 

    

2019

    

2018

Gulf Coast terminals

 

$

 —

 

$

Midwest terminals

 

 

472

 

 

453

Brownsville terminals

 

 

405

 

 

321

River terminals

 

 

 —

 

 

Southeast terminals

 

 

 —

 

 

West Coast terminals

 

 

 —

 

 

Central services

 

 

 —

 

 

 —

Pipeline transportation fees

 

$

877

 

$

774

 

Management fees.    We manage and operate certain tank capacity at our Port Everglades South terminal for a major oil company and receive a reimbursement of its proportionate share of operating and maintenance costs. We manage and operate the Frontera joint venture and receive a management fee based on our costs incurred. We manage and operate terminals that are owned by affiliates of ArcLight, including for SMP in Seattle, Washington and Portland, Oregon and another terminal for SeaPort Sound in Tacoma, Washington and, in each case, receive a management fee based on our costs incurred plus an annual fee.  We also manage additional terminal facilities that are owned by affiliates of ArcLight, including LHT, and, prior to July 1, 2019, the Baltimore Terminal and, in each case, receive a management fee based on our costs.  Our management of the Baltimore Terminal ended on July 1, 2019. We manage and operate rail sites at certain Southeast terminals on behalf of a major oil company and receive reimbursement for operating and maintenance costs. We lease land under operating leases as the lessor or sublessor with third parties and affiliates. We also managed and operated for an affiliate of PEMEX, Mexico’s state-owned petroleum company, a products pipeline connected to our Brownsville terminal facility and received a management fee through August 23, 2018.

35

The management fees by business segments were as follows (in thousands):

Management Fees by Business Segment

 

 

 

 

 

 

 

 

 

Three months ended September 30,

 

    

2019

    

2018

Gulf Coast terminals

 

$

16

 

$

13

Midwest terminals

 

 

 —

 

 

Brownsville terminals

 

 

1,283

 

 

1,818

River terminals

 

 

 —

 

 

 —

Southeast terminals

 

 

233

 

 

193

West Coast terminals

 

 

 8

 

 

 —

Central services

 

 

3,077

 

 

602

Management fees

 

$

4,617

 

$

2,626

 

The increase in Central services management fees is a result of operating and managing additional terminal facilities that are owned by affiliates of ArcLight including SeaPort Sound, LHT and, prior to July 1, 2019, the Baltimore Terminal.  We began to operate SeaPort Sound and the Baltimore Terminal in November 2018, and we began to manage LHT starting January 1, 2019.  Our management of the Baltimore Terminal ended on July 1, 2019.

Included in management fees for the three months ended September 30, 2019 and 2018 are fees charged to affiliates of approximately $4.4 million and $2.0 million, respectively.

ANALYSIS OF COSTS AND EXPENSES

The operating costs and expenses of our operations include wages and employee benefits, utilities, communications, repairs and maintenance, rent, property taxes, vehicle expenses, environmental compliance costs, materials and supplies. Consistent with historical trends across our terminaling and transportation facilities, repairs and maintenance expenses can vary from period to period based on project maintenance schedules and other factors such as weather. The operating costs and expenses of our operations were as follows (in thousands):

Operating Costs and Expenses

 

 

 

 

 

 

 

 

 

 

Three months ended September 30,

 

 

    

2019

    

2018

 

Wages and employee benefits

 

$

11,118

 

$

10,079

 

Utilities and communication charges

 

 

2,209

 

 

2,840

 

Repairs and maintenance

 

 

3,838

 

 

3,103

 

Office, rentals and property taxes

 

 

3,786

 

 

3,058

 

Vehicles and fuel costs

 

 

286

 

 

218

 

Environmental compliance costs

 

 

624

 

 

671

 

Other

 

 

2,534

 

 

3,545

 

Operating costs and expenses

 

$

24,395

 

$

23,514

 

 

36

The operating costs and expenses of our business segments were as follows (in thousands):

Operating Costs and Expenses by Business Segment

 

 

 

 

 

 

 

 

 

Three months ended September 30,

 

    

2019

    

2018

Gulf Coast terminals

 

$

5,182

 

$

5,614

Midwest terminals

 

 

1,293

 

 

733

Brownsville terminals

 

 

2,056

 

 

1,887

River terminals

 

 

1,318

 

 

1,568

Southeast terminals

 

 

5,174

 

 

6,633

West Coast terminals

 

 

3,703

 

 

3,475

Central services

 

 

5,669

 

 

3,604

Operating costs and expenses

 

$

24,395

 

$

23,514

 

The increase in Central services operating costs and expenses is a result of operating additional terminal facilities that are owned by affiliates of ArcLight including SeaPort Sound and, prior to July 1, 2019, the Baltimore Terminal. We began to operate SeaPort Sound and the Baltimore Terminal in November 2018. Our management of the Baltimore Terminal ended on July 1, 2019.

General and administrative expenses cover the costs of corporate functions such as legal, accounting, treasury, insurance administration and claims processing, information technology, human resources, credit, payroll, taxes and other corporate services. General and administrative expenses also include third party accounting costs associated with annual and quarterly reports and tax return preparation and distribution, and legal fees. The general and administrative expenses were approximately $4.6 million and $4.8 million for the three months ended September 30, 2019 and 2018, respectively. 

Insurance expenses include charges for insurance premiums to cover costs of insuring activities such as property, casualty, pollution, automobile, directors’ and officers’ liability, and other insurable risks. For both the three months ended September 30, 2019 and 2018, the expense associated with insurance was approximately $1.2 million. 

Deferred compensation expense includes expense associated with awards granted to certain key officers and employees who provide service to us that vest over future service periods and, prior to the Take-Private Transaction, grants to the independent directors of our general partner under our long-term incentive plan (which was terminated in connection with the Take-Private Transaction). Prior to the Take-Private Transaction, we had the intent and ability to settle the deferred compensation awards in our common units, and accordingly, we accounted for the awards as an equity award; following the Take-Private Transaction, we have the intent and ability to settle the awards in cash. The expenses associated with these deferred compensation awards were approximately $0.4 million and $0.5 million for the three months ended September 30, 2019 and 2018, respectively. 

For the three months ended September 30, 2019 and 2018, depreciation and amortization expense was approximately $13.4 million and $12.4 million, respectively.

For the three months ended September 30, 2019 and 2018, interest expense was approximately $9.1 million and $8.6 million, respectively. The increase in interest expense is primarily attributable to financing our growth capital projects with additional debt.

 

37

ANALYSIS OF INVESTMENTS IN UNCONSOLIDATED AFFILIATES

Our investments in unconsolidated affiliates include a 42.5% Class A ownership interest in BOSTCO and a 50% ownership interest in Frontera. BOSTCO is a terminal facility located on the Houston Ship Channel that encompasses approximately 7.1 million barrels of distillate, residual and other black oil product storage. Class A and Class B ownership interests share in cash distributions on a 96.5% and 3.5% basis, respectively. Class B ownership interests do not have voting rights and are not required to make capital investments. Frontera is a terminal facility located in Brownsville, Texas that encompasses approximately 1.7 million barrels of light petroleum product storage, as well as related ancillary facilities.

 Earnings from investments in unconsolidated affiliates was as follows (in thousands):

 

 

 

 

 

 

 

 

 

Three months ended September 30,

 

 

2019

    

2018

BOSTCO

    

$

594

 

$

1,028

Frontera

 

 

882

 

 

834

Total earnings from investments in unconsolidated affiliates

 

$

1,476

 

$

1,862

Additional capital investments in unconsolidated affiliates was as follows (in thousands):

 

 

 

 

 

 

 

 

 

Three months ended September 30,

 

    

2019

    

2018

BOSTCO

 

$

1,504

 

$

 —

Frontera

 

 

 —

 

 

 —

Additional capital investments in unconsolidated affiliates

 

$

1,504

 

$

 —

 

Cash distributions received from unconsolidated affiliates was as follows (in thousands):

 

 

 

 

 

 

 

 

 

Three months ended September 30,

 

    

2019

    

2018

BOSTCO

 

$

2,063

 

$

4,015

Frontera

 

 

672

 

 

992

Cash distributions received from unconsolidated affiliates

 

$

2,735

 

$

5,007

38

RESULTS OF OPERATIONS—NINE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018

The following discussion and analysis of the results of operations and financial condition should be read in conjunction with the accompanying unaudited consolidated financial statements.

ANALYSIS OF REVENUE

Total revenue.  We derive revenue from our operations by charging fees for providing integrated terminaling, transportation and related services. Our total revenue by category was as follows (in thousands):

Total Revenue by Category

 

 

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30,

 

 

 

 

2019

 

2018

 

Terminaling services fees

    

 

$

176,318

    

$

159,921

 

Pipeline transportation fees

 

 

 

2,579

 

 

2,437

 

Management fees

 

 

 

13,913

 

 

8,947

 

Revenue

 

 

$

192,810

 

$

171,305

 

 

See discussion below for a detailed analysis of terminaling services fees, pipeline transportation fees and management fees included in the table above.

We operate our business and report our results of operations in seven principal business segments: (i) Gulf Coast terminals, (ii) Midwest terminals, (iii) Brownsville terminals including management of Frontera, (iv) River terminals, (v) Southeast terminals, (vi) West Coast terminals and (vii) Central services. Our Central services segment primarily represents the costs of employees performing operating oversight functions, engineering, health, safety and environmental services to our terminals and terminals that we operate or manage, including for affiliate terminals owned by ArcLight. In addition, Central services represent the cost of employees at affiliate terminals owned by ArcLight that we operate. We receive a fee from these affiliates based on our costs incurred.

The aggregate revenue of each of our business segments was as follows (in thousands):

Total Revenue by Business Segment

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30,

 

 

 

2019

 

2018

 

Gulf Coast terminals

    

$

52,104

 

$

48,658

 

Midwest terminals

 

 

9,734

 

 

8,787

 

Brownsville terminals

 

 

13,399

 

 

13,075

 

River terminals

 

 

7,211

 

 

7,902

 

Southeast terminals

 

 

65,878

 

 

61,668

 

West Coast terminals

 

 

35,718

 

 

28,848

 

Central services

 

 

8,766

 

 

2,367

 

Revenue

 

$

192,810

 

$

171,305

 

 

Total revenue by business segment is presented and further analyzed below by category of revenue.

Terminaling services fees.    Our terminaling services agreements are structured as either throughput agreements or storage agreements. Our throughput agreements contain provisions that require our customers to make minimum payments, which are based on contractually established minimum volume of throughput of the customer’s product at our facilities over a stipulated period of time. Due to this minimum payment arrangement, we recognize a fixed amount of revenue from the customer over a certain period of time, even if the customer throughputs less than the minimum volume of product during that period. In addition, if a customer throughputs a volume of product exceeding the minimum volume, we would recognize additional revenue on this incremental volume. Our storage agreements require our customers to make minimum

39

payments based on the volume of storage capacity available to the customer under the agreement, which results in a fixed amount of recognized revenue.

 

We refer to the fixed amount of revenue recognized pursuant to our terminaling services agreements as being “firm commitments.” Revenue recognized in excess of firm commitments and revenue recognized based solely on the volume of product distributed or injected are referred to as “ancillary.” In addition, “ancillary” revenue also includes fees received from ancillary services including heating and mixing of stored products, product transfer, railcar handling, butane blending, proceeds from the sale of product gains, wharfage and vapor recovery.

The terminaling services fees by business segments were as follows (in thousands):

Terminaling Services Fees by Business Segment

 

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30,

 

 

 

2019

 

 

2018

 

Gulf Coast terminals

    

$

52,074

 

$

48,462

 

Midwest terminals

 

 

8,356

 

 

7,468

 

Brownsville terminals

 

 

7,817

 

 

6,143

 

River terminals

 

 

7,211

 

 

7,902

 

Southeast terminals

 

 

65,167

 

 

61,098

 

West Coast terminals

 

 

35,693

 

 

28,848

 

Central services

 

 

 —

 

 

 —

 

Terminaling services fees

 

$

176,318

 

$

159,921

 

 

The increase in terminaling services fees at our Gulf Coast terminals is primarily a result of recontracting capacity to third-party customers at higher rates.  The increase in terminaling services fees at our Brownsville terminals is primarily a result of placing into service new tank capacity. The increase in terminaling services fees at our Southeast terminals is primarily a result of placing into service new tank capacity at our Collins, Mississippi terminal. The increase in terminaling services fees at our West Coast terminals is primarily a result of contracting available capacity to third-party customers and placing into service new tank capacity.

Included in terminaling services fees for the nine months ended September 30, 2019 and 2018 are fees charged to affiliates of approximately $8.4  million and $8.2 million, respectively.

The “firm commitments” and “ancillary” revenue included in terminaling services fees were as follows (in thousands):

Firm Commitments and Ancillary Revenue

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30,

 

 

 

2019

 

2018

 

Firm commitments

    

$

142,096

 

$

128,051

 

Ancillary

 

 

34,222

 

 

31,870

 

Terminaling services fees

 

$

176,318

 

$

159,921

 

 

The remaining terms on the terminaling services agreements that generated “firm commitments” for the nine months ended September 30, 2019 are as follows (in thousands): 

 

 

 

 

 

 

Less than 1 year remaining

 

$

32,440

 

22%

1 year or more, but less than 3 years remaining

 

 

53,371

 

38%

3 years or more, but less than 5 years remaining

 

 

27,060

 

19%

5 years or more remaining (1)

 

 

29,225

 

21%

Total firm commitments for the nine months ended September 30, 2019

 

$

142,096

 

 

40

_____________________________

 

(1) We have a terminaling services agreement with a third party relating to our Southeast terminals that will continue in effect through February 1, 2023, after which it shall automatically continue unless and until the third party provides at least 24 months’ prior notice of its intent to terminate the agreement. Effective at any time from and after July 31, 2040, we have the right to terminate the agreement by providing at least 24 months’ prior notice of our intent to terminate the agreement. We do not believe the third party will terminate the agreement prior to July 31, 2040; therefore, we have presented the firm commitments related to this terminaling services agreement in the 5 years or more remaining category in the table above.

Pipeline transportation fees.    We earned pipeline transportation fees at our Diamondback pipeline under a capacity reservation agreement. Revenue associated with the capacity reservation agreement is recognized ratably over the respective term, regardless of whether the capacity is actually utilized. Once our Brownsville terminal expansion efforts are complete, including the conversion of our Diamondback pipeline to transport diesel and gasoline, we then expect to earn pipeline transportation fees at our Diamondback pipeline based on the volume of product transported subject to minimum volume commitments. We earn pipeline transportation fees at our Razorback pipeline based on an allocation of the aggregate fees charged under the capacity agreement with our customer who has contracted for 100% of our Razorback system. The pipeline transportation fees by business segments were as follows (in thousands):

Pipeline Transportation Fees by Business Segment

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30,

 

 

 

2019

 

2018

 

Gulf Coast terminals

    

$

 —

 

$

 —

 

Midwest terminals

 

 

1,378

 

 

1,319

 

Brownsville terminals

 

 

1,201

 

 

1,118

 

River terminals

 

 

 —

 

 

 

Southeast terminals

 

 

 —

 

 

 

West Coast terminals

 

 

 —

 

 

 

Central services

 

 

 —

 

 

 —

 

Pipeline transportation fees

 

$

2,579

 

$

2,437

 

 

Management fees. We manage and operate certain tank capacity at our Port Everglades South terminal for a major oil company and receive a reimbursement of its proportionate share of operating and maintenance costs. We manage and operate the Frontera joint venture and receive a management fee based on our costs incurred. We manage and operate terminals that are owned by affiliates of ArcLight, including for SMP in Seattle, Washington and Portland, Oregon and another terminal for SeaPort Sound in Tacoma, Washington and, in each case, receive a management fee based on our costs incurred plus an annual fee. We also manage additional terminal facilities that are owned by affiliates of ArcLight, including LHT, and, prior to July 1, 2019, the Baltimore Terminal. We manage and operate rail sites at certain Southeast terminals on behalf of a major oil company and receive reimbursement for operating and maintenance costs. We lease land under operating leases as the lessor or sublessor with third parties and affiliates. We also managed and operated for an affiliate of PEMEX, Mexico’s state-owned petroleum company, a products pipeline connected to our Brownsville terminal facility and received a management fee through August 23, 2018.

41

The management fees by business segments were as follows (in thousands):

Management Fees by Business Segment

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30,

 

 

 

2019

 

2018

 

Gulf Coast terminals

    

$

30

 

$

196

 

Midwest terminals

 

 

 —

 

 

             —

 

Brownsville terminals

 

 

4,381

 

 

5,814

 

River terminals

 

 

 —

 

 

 —

 

Southeast terminals

 

 

711

 

 

570

 

West Coast terminals

 

 

25

 

 

 —

 

Central services

 

 

8,766

 

 

2,367

 

Management fees

 

$

13,913

 

$

8,947

 

 

The decrease in Brownsville management fees is a result of our management of an affiliate of PEMEX, Mexico’s state-owned petroleum company, products pipeline connected to our Brownsville terminal facility terminating August 23, 2018. The increase in Central services management fees is a result of operating and managing additional terminal facilities that are owned by affiliates of ArcLight including SeaPort Sound, LHT and, prior to July 1, 2019, the Baltimore Terminal. We began to operate SeaPort Sound and the Baltimore Terminal in November 2018, and we began to manage LHT starting January 1, 2019. Our management of the Baltimore Terminal ended on July 1, 2019.

Included in management fees for the nine months ended September 30, 2019 and 2018 are fees charged to affiliates of approximately $13.1  million and $6.6 million, respectively.  

ANALYSIS OF COSTS AND EXPENSES

The operating costs and expenses of our operations include wages and employee benefits, utilities, communications, repairs and maintenance, rent, property taxes, vehicle expenses, environmental compliance costs, materials and supplies. Consistent with historical trends across our terminaling and transportation facilities, repairs and maintenance expenses can vary from period to period based on project maintenance schedules and other factors such as weather. The operating costs and expenses of our operations were as follows (in thousands):

Operating Costs and Expenses

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30,

 

 

 

2019

 

2018

 

Wages and employee benefits

    

$

36,084

 

$

31,829

 

Utilities and communication charges

 

 

7,594

 

 

7,617

 

Repairs and maintenance

 

 

10,385

 

 

9,854

 

Office, rentals and property taxes

 

 

10,850

 

 

9,662

 

Vehicles and fuel costs

 

 

828

 

 

725

 

Environmental compliance costs

 

 

2,574

 

 

2,383

 

Other

 

 

7,869

 

 

9,508

 

Operating costs and expenses

 

$

76,184

 

$

71,578

 

 

42

The operating costs and expenses of our business segments were as follows (in thousands):

Operating Costs and Expenses by Business Segment

 

 

 

 

 

 

 

 

 

Nine months ended September 30,

 

 

2019

 

2018

Gulf Coast terminals

    

$

16,089

 

$

16,859

Midwest terminals

 

 

2,699

 

 

2,188

Brownsville terminals

 

 

6,546

 

 

6,063

River terminals

 

 

4,327

 

 

5,209

Southeast terminals

 

 

17,266

 

 

18,966

West Coast terminals

 

 

12,207

 

 

10,045

Central services

 

 

17,050

 

 

12,248

Operating costs and expenses

 

$

76,184

 

$

71,578

 

The increase in Central services operating costs and expenses is a result of operating additional terminal facilities that are owned by affiliates of ArcLight including SeaPort Sound and, prior to July 1, 2019, the Baltimore Terminal. We began to operate SeaPort Sound and the Baltimore Terminal in November 2018. Our management of the Baltimore Terminal ended on July 1, 2019.

General and administrative expenses cover the costs of corporate functions such as legal, accounting, treasury, insurance administration and claims processing, information technology, human resources, credit, payroll, taxes and other corporate services. General and administrative expenses also include third party accounting costs associated with annual and quarterly reports and tax return preparation and distribution, and legal fees. The general and administrative expenses were approximately $18.0 million and $16.3 million for the nine months ended September 30, 2019 and 2018, respectively. 

Insurance expenses include charges for insurance premiums to cover costs of insuring activities such as property, casualty, pollution, automobile, directors’ and officers’ liability, and other insurable risks. For the nine months ended September 30, 2019 and 2018, the expense associated with insurance was approximately $3.8 million and $3.7 million, respectively. 

Deferred compensation expense includes expense associated with awards granted to certain key officers and employees who provide service to us that vest over future service periods and, prior to the Take-Private Transaction, grants to the independent directors of our general partner under our long-term incentive plan (which was terminated in connection with the Take-Private Transaction). Prior to the Take-Private Transaction, we had the intent and ability to settle the deferred compensation awards in our common units, and accordingly, we accounted for the awards as an equity award; following the Take-Private Transaction, we have the intent and ability to settle the awards in cash. The expenses associated with these deferred compensation awards were approximately $1.5 million and $2.9 million for the nine months ended September 30, 2019 and 2018, respectively. 

For the nine months ended September 30, 2019 and 2018, depreciation and amortization expense was approximately $39.1 million and $37.5 million, respectively.

For the nine months ended September 30, 2019 and 2018, interest expense was approximately $27.7 million and $23.3 million, respectively. The increase in interest expense is primarily attributable to financing our growth capital projects with additional debt and increases in LIBOR based interest rates.

43

ANALYSIS OF INVESTMENTS IN UNCONSOLIDATED AFFILIATES

Our investments in unconsolidated affiliates include a 42.5% Class A ownership interest in BOSTCO and a 50% ownership interest in Frontera. BOSTCO is a terminal facility located on the Houston Ship Channel that encompasses approximately 7.1 million barrels of distillate, residual and other black oil product storage. Class A and Class B ownership interests share in cash distributions on a 96.5% and 3.5% basis, respectively. Class B ownership interests do not have voting rights and are not required to make capital investments. Frontera is a terminal facility located in Brownsville, Texas that encompasses approximately 1.7 million barrels of light petroleum product storage, as well as related ancillary facilities.

 Earnings from investments in unconsolidated affiliates was as follows (in thousands):

 

 

 

 

 

 

 

 

 

Nine months ended September 30,

 

 

2019

 

2018

BOSTCO

    

$

1,733

 

$

4,867

Frontera

 

 

2,108

 

 

2,328

Total earnings from investments in unconsolidated affiliates

 

$

3,841

 

$

7,195

Additional capital investments in unconsolidated affiliates was as follows (in thousands):

 

 

 

 

 

 

 

 

 

Nine months ended September 30,

 

 

2019

 

2018

BOSTCO

    

$

2,580

 

$

 —

Frontera

 

 

225

 

 

1,264

Additional capital investments in unconsolidated affiliates

 

$

2,805

 

$

1,264

 

Cash distributions received from unconsolidated affiliates was as follows (in thousands):

 

 

 

 

 

 

 

 

 

Nine months ended September 30,

 

 

2019

 

2018

BOSTCO

    

$

6,760

 

$

9,600

Frontera

 

 

1,989

 

 

3,418

Cash distributions received from unconsolidated affiliates

 

$

8,749

 

$

13,018

 

LIQUIDITY AND CAPITAL RESOURCES

 

Our primary liquidity needs are to fund our debt service obligations, working capital requirements and capital projects, including additional investments and expansion, development and acquisition opportunities. We expect to fund any additional investments, capital projects and future expansion, development and acquisition opportunities with cash flows from operations and additional borrowings under our revolving credit facility.

Net cash provided by (used in) operating activities, investing activities and financing activities were as follows (in thousands): 

 

 

 

 

 

 

 

 

 

Nine months ended September 30,

 

 

2019

 

2018

Net cash provided by operating activities

 

$

65,967

 

$

78,246

Net cash used in investing activities

 

$

(63,234)

 

$

(28,907)

Net cash used in financing activities

 

$

(3,411)

 

$

(47,567)

The decrease in net cash provided by operating activities is primarily related to the timing of working capital requirements. 

44

The increase in net cash used in investing activities is primarily related to additional construction spend in 2019. In addition, for the nine months ended September 30, 2019 we received an approximately $5.0 million one-time insurance settlement related to a tank at our Gulf Coast terminals that was damaged by fire.    

Additional investments and expansion capital projects at our terminals have been approved and currently are, or will be, under construction with estimated completion dates that extend primarily through 2020. At September 30, 2019, the remaining expenditures to complete the approved projects are estimated to be approximately $75 million. These expenditures primarily relate to the construction costs associated with our Collins, Mississippi terminal expansion and our expansion of the Brownsville operations. 

The decrease in net cash used in financing activities includes an increase of approximately $39.1 million in net borrowings under our debt agreements primarily to fund additional growth capital projects and $7.9 million in debt issuance costs in the first quarter of last year related to issuing senior notes in February 2018. 

Third amended and restated senior secured credit facility.    Our revolving credit facility provides for a maximum borrowing line of credit of up to $850 million. At our request, the maximum borrowing line of credit may be increased by an additional $250 million, subject to the approval of the administrative agent and the receipt of additional commitments from one or more lenders. The terms of our revolving credit facility include covenants that restrict our ability to make cash distributions, acquisitions and investments, including investments in joint ventures. We may make distributions of cash to the extent of our “available cash” as defined in our LLC agreement. We may make acquisitions and investments that meet the definition of “permitted acquisitions”; “other investments” which may not exceed 5% of “consolidated net tangible assets”; and additional future “permitted JV investments” up to $175 million, which may include additional investments in BOSTCO. The principal balance of loans and any accrued and unpaid interest are due and payable in full on the maturity date, March 13, 2022.

We may elect to have loans under our revolving credit facility bear interest either (i) at a rate of LIBOR plus a margin ranging from 1.75% to 2.75% depending on the total leverage ratio then in effect, or (ii) at the base rate plus a margin ranging from 0.75% to 1.75% depending on the total leverage ratio then in effect. We also pay a commitment fee on the unused amount of commitments, ranging from 0.375% to 0.5% per annum, depending on the total leverage ratio then in effect. Our obligations under our revolving credit facility are secured by a first priority security interest in favor of the lenders in the majority of our assets, including our investments in unconsolidated affiliates. At September 30, 2019, our outstanding borrowings under our revolving credit facility were $342.9 million.  

Our revolving credit facility also contains customary representations and warranties (including those relating to organization and authorization, compliance with laws, absence of defaults, material agreements and litigation) and customary events of default (including those relating to monetary defaults, covenant defaults, cross defaults and bankruptcy events). The primary financial covenants contained in our revolving credit facility are (i) a total leverage ratio test (not to exceed 5.25 to 1.0), (ii) a senior secured leverage ratio test (not to exceed 3.75 to 1.0), and (iii) a minimum interest coverage ratio test (not less than 2.75 to 1.0). These financial covenants are based on a non-GAAP, defined financial performance measure within our revolving credit facility known as “Consolidated EBITDA.” We were in compliance with all financial covenants as of and during the nine months ended September 30, 2019 and the year ended December 31, 2018.   

 

45

If we were to fail a financial performance covenant, or any other covenant contained in our revolving credit facility, we would seek a waiver from our lenders under such facility. If we were unable to obtain a waiver from our lenders and the default remained uncured after any applicable grace period, we would be in breach of our revolving credit facility, and the lenders would be entitled to declare all outstanding borrowings immediately due and payable. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Twelve months ending

 

    

December 31,

    

March 31,

    

June 30,

    

September 30,

    

September 30,

 

 

2018

 

2019

 

2019

 

2019

 

2019

Financial performance covenant tests:

    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated EBITDA (1)

 

$

31,564

 

$

31,474

 

$

38,234

 

$

38,694

 

$

139,966

Material Project credit (2)

 

 

8,220

 

 

765

 

 

 —

 

 

1,101

 

 

10,086

Consolidated EBITDA for the leverage ratios (1)

 

$

39,784

 

$

32,239

 

$

38,234

 

$

39,795

 

$

150,052

Revolving credit facility debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

342,900

6.125% senior notes due in 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

300,000

Consolidated funded indebtedness

 

 

 

 

 

 

 

 

 

 

 

 

 

$

642,900

Senior secured leverage ratio

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2.29

Total leverage ratio

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.28

Consolidated EBITDA for the interest coverage ratio (1)

 

$

31,564

 

$

31,474

 

$

38,234

 

$

38,694

 

$

139,966

Consolidated interest expense (1) (3)

 

$

8,396

 

$

8,699

 

$

9,197

 

$

8,946

 

$

35,238

Interest coverage ratio

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3.97

Reconciliation of consolidated EBITDA to cash flows provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated EBITDA for the total leverage ratio (1)

 

$

39,784

 

$

32,239

 

$

38,234

 

$

39,795

 

$

150,052

Material Project credit (2)

 

 

(8,220)

 

 

(765)

 

 

 —

 

 

(1,101)

 

 

(10,086)

Interest expense

 

 

(8,558)

 

 

(8,842)

 

 

(9,708)

 

 

(9,107)

 

 

(36,215)

Unrealized loss on derivative instruments

 

 

162

 

 

143

 

 

511

 

 

161

 

 

977

Gain from insurance proceeds

 

 

 —

 

 

 —

 

 

(3,351)

 

 

 —

 

 

(3,351)

Amortization of deferred revenue

 

 

131

 

 

(27)

 

 

(180)

 

 

178

 

 

102

Change in operating assets and liabilities

 

 

4,819

 

 

(8,824)

 

 

2,259

 

 

(252)

 

 

(1,998)

Cash flows provided by operating activities

 

$

28,118

 

$

13,924

 

$

27,765

 

$

29,674

 

$

99,481

___________________________________

(1)

Reflects the calculation of Consolidated EBITDA and Consolidated interest expense in accordance with the definition for such financial metrics in our revolving credit facility.

(2)

Reflects percentage of completion pro forma credit related to the Collins terminal expansion and the Brownsville operations expansion that qualify as a “Material Project” under the terms of our revolving credit facility.

(3)

Consolidated interest expense, used in the calculation of the interest coverage ratio, excludes unrealized gains and losses recognized on our derivative instruments.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information contained in this Item 3 updates, and should be read in conjunction with, information set forth in Part II, Item 7A of our Annual Report on Form 10‑K, filed on March 15, 2019, in addition to the interim unaudited consolidated financial statements, accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations presented in Part 1, Items 1 and 2 of this Quarterly Report on Form 10‑Q. There are no material changes in the market risks faced by us from those reported in our Annual Report on Form 10‑K for the year ended December 31, 2018.

Market risk is the risk of loss arising from adverse changes in market rates and prices. A principal market risk to which we are exposed is interest rate risk associated with borrowings under our revolving credit facility. Borrowings

46

under our revolving credit facility bear interest at a variable rate based on LIBOR or the lender’s base rate.  We manage a portion of our interest rate risk with interest rate swaps, which reduce our exposure to changes in interest rates by converting variable interest rates to fixed interest rates.  At September 30, 2019 our derivative instruments were limited to interest rate swap agreements with an aggregate notional amount of $300 million with the agreements expiring in June 2020. Pursuant to the terms of the current outstanding interest rate swap agreements, we pay a blended fixed rate of approximately 2.04% and receive interest payments based on the one-month LIBOR. The net difference to be paid or received under the interest rate swap agreement is settled monthly and is recognized as an adjustment to interest expense.  At September 30, 2019, we had outstanding borrowings of  $342.9 million under our revolving credit facility. Based on the outstanding balance of our variable‑interest‑rate debt at September 30, 2019, the terms of our interest rate swap agreements and assuming market interest rates increase or decrease by 100 basis points, the potential annual increase or decrease in interest expense is approximately $0.4 million.

We do not purchase or market products that we handle or transport and, therefore, we do not have material direct exposure to changes in commodity prices, except for the value of product gains arising from certain of our terminaling services agreements with our customers. We do not use derivative commodity instruments to manage the commodity risk associated with the product we may own at any given time. Generally, to the extent we are entitled to retain product pursuant to terminaling services agreements with our customers, we sell the product to our customers on a contractually established periodic basis; the sales price is based on industry indices.

ITEM 4.  CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit to the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Commission’s rules and forms, and that information is accumulated and communicated to the management of the Company, including the Company’s principal executive and principal financial officer (whom we refer to as the Certifying Officers), as appropriate to allow timely decisions regarding required disclosure. The management of the Company evaluated, with the participation of the Certifying Officers, the effectiveness of our disclosure controls and procedures as of September 30, 2019, pursuant to Rule 13a‑15(b) under the Exchange Act. Based upon that evaluation, the Certifying Officers concluded that, as of September 30, 2019, our disclosure controls and procedures were effective. There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. Other Information

ITEM 1.  LEGAL PROCEEDINGS

See Part I, Item 1 Note 13 to our unaudited consolidated financial statements entitled “Legal proceedings” which is incorporated into this item by reference.  

 

ITEM 1A.  RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the risk factors and other cautionary statements described under the heading “Item 1A. Risk Factors” included in our Annual Report on Form 10-K filed on March 15, 2019, which could materially affect our businesses, financial condition, or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, or future results.

There have been no material changes from risk factors as previously disclosed in our Annual Report on Form 10‑K for the year ended December 31, 2018, filed on March 15, 2019.

47

ITEM 6.  EXHIBITS

 

 

 

Exhibit
number

    

Description of exhibits

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 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.

32.2

 

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.

101

 

The following financial information from the Quarterly Report on Form 10‑Q of TransMontaigne Partners LLC and subsidiaries for the quarter ended September 30, 2019, formatted in XBRL (eXtensible Business Reporting Language): (i) consolidated balance sheets, (ii) consolidated statements of operations, (iii) consolidated statements of equity, (iv) consolidated statements of cash flows and (v) notes to consolidated financial statements.

 

 

 

48

 

SIGNATURES

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

 

 


Chief Executive Officer

 

Date: November 8, 2019

TransMontaigne Partners LLC

 

 

 

 

 

 

 

 

 

By:

/s/ Frederick W. Boutin

Frederick W. Boutin
Chief Executive Officer

 

 

 

 

 

 

 

By:

/s/ Robert T. Fuller

Robert T. Fuller
Chief Financial Officer

 

49

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