Attached files

file filename
EX-32.2 - EX-32.2 - TransMontaigne Partners LLCtlp-20160331ex3220ee78a.htm
EX-31.1 - EX-31.1 - TransMontaigne Partners LLCtlp-20160331ex3117e3ff8.htm
EX-31.2 - EX-31.2 - TransMontaigne Partners LLCtlp-20160331ex3124688ab.htm
EX-32.1 - EX-32.1 - TransMontaigne Partners LLCtlp-20160331ex32148edae.htm

 

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 March 31, 2016

OR

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

 

Commission File Number: 001‑32505

TRANSMONTAIGNE PARTNERS L.P.

(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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes   No 

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

 

 

 

 

Large accelerated filer 

Accelerated filer 

Non‑accelerated filer 
(Do not check if a
smaller reporting company)

Smaller reporting company 

 

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

As of April 29, 2016, there were 16,132,298 units of the registrant’s Common Limited Partner Units outstanding.

 

 

 

 


 

TABLE OF CONTENTS

 

 

 

    

Page No.

 

Part I. Financial Information

 

Item 1. 

 

Unaudited Consolidated Financial Statements

 

3 

 

 

 

Consolidated balance sheets as of March 31, 2016 and December 31, 2015

 

4 

 

 

 

Consolidated statements of operations for the three months ended March 31, 2016 and 2015

 

5 

 

 

 

Consolidated statements of partners’ equity for the year ended December 31, 2015 and three months ended March 31, 2016

 

6 

 

 

 

Consolidated statements of cash flows for the three months ended March 31, 2016 and 2015

 

7 

 

 

 

Notes to consolidated financial statements

 

8 

 

Item 2. 

 

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

 

28 

 

Item 3. 

 

Quantitative and Qualitative Disclosures about Market Risk

 

36 

 

Item 4. 

 

Controls and Procedures

 

37 

 

Part II. Other Information

 

Item 1. 

 

Legal Proceedings

 

37 

 

Item 1A. 

 

Risk Factors

 

37 

 

Item 6. 

 

Exhibits

 

40 

 

 

 

2


 

CAUTIONARY STATEMENT REGARDING FORWARD‑LOOKING STATEMENTS

This Quarterly Report contains forward‑looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including the following:

·

certain statements, including possible or assumed future results of operations, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations;”

·

any statements contained herein regarding the prospects for our business or any of our services or our ability to pay distributions;

·

any statements preceded by, followed by or that include the words “may,” “seeks,” “believes,” “expects,” “anticipates,” “intends,” “continues,” “estimates,” “plans,” “targets,” “predicts,” “attempts,” “is scheduled,” or similar expressions; and

·

other statements contained herein regarding matters that are not historical facts.

Our business and results of operations are subject to risks and uncertainties, many of which are beyond our ability to control or predict. Because of these risks and uncertainties, actual results may differ materially from those expressed or implied by forward‑looking statements, and investors are cautioned not to place undue reliance on such statements, which speak only as of the date thereof. Important factors that could cause actual results to differ materially from our expectations and may adversely affect our business and results of operations, include, but are not limited to those risk factors set forth in this report in Part II. Other Information under the heading “Item 1A. Risk Factors.”

Part I. Financial Information

ITEM 1.  UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The interim unaudited consolidated financial statements of TransMontaigne Partners L.P. as of and for the three months ended March 31, 2016 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, 2015, 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 10, 2016 with the Securities and Exchange Commission (File No. 001‑32505).

TransMontaigne Partners L.P. is a holding company with the following 100% owned operating subsidiaries during the three months ended March 31, 2016:

·

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.

We do not have off‑balance‑sheet arrangements (other than operating leases) or special‑purpose entities.

 

3


 

TransMontaigne Partners L.P. and subsidiaries

Consolidated balance sheets (unaudited)

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

    

March 31,

    

December 31,

 

 

 

2016

 

2015

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

134

 

$

681

 

Trade accounts receivable, net

 

 

7,208

 

 

5,973

 

Due from affiliates

 

 

680

 

 

1,080

 

Other current assets

 

 

2,397

 

 

2,410

 

Total current assets

 

 

10,419

 

 

10,144

 

Property, plant and equipment, net

 

 

394,118

 

 

388,423

 

Goodwill

 

 

8,485

 

 

8,485

 

Investments in unconsolidated affiliates

 

 

246,641

 

 

246,700

 

Other assets, net

 

 

3,065

 

 

2,935

 

 

 

$

662,728

 

$

656,687

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Trade accounts payable

 

$

7,501

 

$

10,874

 

Accrued liabilities

 

 

11,311

 

 

11,111

 

Total current liabilities

 

 

18,812

 

 

21,985

 

Other liabilities

 

 

3,273

 

 

2,731

 

Long-term debt

 

 

264,100

 

 

248,000

 

Total liabilities

 

 

286,185

 

 

272,716

 

Commitments and contingencies (Note 16)

 

 

 

 

 

 

 

Partners’ equity:

 

 

 

 

 

 

 

Common unitholders (16,132,298 units issued and outstanding at March 31, 2016 and 16,124,566 units issued and outstanding at December 31, 2015)

 

 

324,222

 

 

326,224

 

General partner interest (2% interest with 329,231 equivalent units outstanding at March 31, 2016 and 329,073 equivalent units outstanding at December 31, 2015)

 

 

52,321

 

 

57,747

 

Total partners’ equity

 

 

376,543

 

 

383,971

 

 

 

$

662,728

 

$

656,687

 

 

See accompanying notes to consolidated financial statements.

4


 

 

TransMontaigne Partners L.P. and subsidiaries

Consolidated statements of operations (unaudited)

(In thousands, except per unit amounts)

 

 

 

 

 

 

 

 

 

 

    

Three months ended 

 

 

 

March 31,

 

 

 

2016

 

2015

 

Revenue:

 

 

 

 

 

 

 

External customers

 

$

36,272

 

$

25,299

 

Affiliates

 

 

4,354

 

 

12,598

 

Total revenue

 

 

40,626

 

 

37,897

 

Operating costs and expenses and other:

 

 

 

 

 

 

 

Direct operating costs and expenses

 

 

(15,906)

 

 

(14,954)

 

Direct general and administrative expenses

 

 

(1,557)

 

 

(1,021)

 

Allocated general and administrative expenses

 

 

(2,841)

 

 

(2,803)

 

Allocated insurance expense

 

 

(895)

 

 

(934)

 

Reimbursement of bonus awards expense

 

 

(1,635)

 

 

(525)

 

Depreciation and amortization

 

 

(7,935)

 

 

(7,337)

 

Earnings from unconsolidated affiliates

 

 

1,850

 

 

2,056

 

Total operating costs and expenses and other

 

 

(28,919)

 

 

(25,518)

 

Operating income

 

 

11,707

 

 

12,379

 

Other expenses:

 

 

 

 

 

 

 

Interest expense

 

 

(2,792)

 

 

(1,942)

 

Amortization of deferred financing costs

 

 

(205)

 

 

(315)

 

Total other expenses

 

 

(2,997)

 

 

(2,257)

 

Net earnings

 

 

8,710

 

 

10,122

 

Less—earnings allocable to general partner interest including incentive distribution rights

 

 

(2,056)

 

 

(1,850)

 

Net earnings allocable to limited partners

 

$

6,654

 

$

8,272

 

Net earnings per limited partner unit—basic

 

$

0.41

 

$

0.51

 

Net earnings per limited partner unit—diluted

 

$

0.41

 

$

0.51

 

 

See accompanying notes to consolidated financial statements.

5


 

TransMontaigne Partners L.P. and subsidiaries

Consolidated statements of partners’ equity (unaudited)

Year ended December 31, 2015 and three months ended March 31, 2016

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

    

    

 

    

    

 

    

    

 

 

 

 

 

 

 

General

 

 

 

 

 

 

Common

 

partner

 

 

 

 

 

 

units

 

interest

 

Total

 

Balance December 31, 2014

 

$

333,619

 

$

57,846

 

$

391,465

 

Distributions to unitholders

 

 

(42,897)

 

 

(7,605)

 

 

(50,502)

 

Equity-based compensation

 

 

1,411

 

 

 

 

1,411

 

Purchase of 2,668 common units by our long-term incentive plan

 

 

(92)

 

 

 

 

(92)

 

Net earnings for year ended December 31, 2015

 

 

34,183

 

 

7,506

 

 

41,689

 

Balance December 31, 2015

 

 

326,224

 

 

57,747

 

 

383,971

 

Distributions to unitholders

 

 

(10,811)

 

 

(1,981)

 

 

(12,792)

 

Equity-based compensation

 

 

2,155

 

 

 

 

2,155

 

Issuance of 15,750 common units by our long-term incentive plan due to vesting of restricted phantom units

 

 

 —

 

 

 —

 

 

 —

 

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

 

 

 —

 

 

5

 

 

5

 

Excess of $12.0 million purchase price of hydrant system from TransMontaigne LLC over the carryover basis of the net assets

 

 

 —

 

 

(5,506)

 

 

(5,506)

 

Net earnings for three months ended March 31, 2016

 

 

6,654

 

 

2,056

 

 

8,710

 

Balance March 31, 2016

 

$

324,222

 

$

52,321

 

$

376,543

 

 

See accompanying notes to consolidated financial statements.

6


 

TransMontaigne Partners L.P. and subsidiaries

Consolidated statements of cash flows (unaudited)

(In thousands)

 

 

 

 

 

 

 

 

 

 

    

Three months ended 

    

 

 

March 31,

 

 

 

2016

 

2015

 

Cash flows from operating activities:

    

 

 

    

 

 

    

Net earnings

 

$

8,710

 

$

10,122

 

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

 

 

 

 

 

 

 

Depreciation and amortization

 

 

7,935

 

 

7,337

 

Earnings from unconsolidated affiliates

 

 

(1,850)

 

 

(2,056)

 

Distributions from unconsolidated affiliates

 

 

4,135

 

 

3,642

 

Equity-based compensation

 

 

2,155

 

 

23

 

Amortization of deferred financing costs

 

 

205

 

 

315

 

Amortization of deferred revenue

 

 

(198)

 

 

(309)

 

Unrealized loss on derivative instrument

 

 

794

 

 

149

 

Changes in operating assets and liabilities, net of effects from acquisitions and dispositions:

 

 

 

 

 

 

 

Trade accounts receivable, net

 

 

(1,235)

 

 

598

 

Due from affiliates

 

 

400

 

 

122

 

Other current assets

 

 

13

 

 

293

 

Amounts due under long-term terminaling services agreements, net

 

 

(47)

 

 

41

 

Trade accounts payable

 

 

(974)

 

 

(1,403)

 

Accrued liabilities

 

 

200

 

 

1,175

 

Net cash provided by operating activities

 

 

20,243

 

 

20,049

 

Cash flows from investing activities:

 

 

 

 

 

 

 

  Acquisition of terminal assets

 

 

(12,000)

 

 

 —

 

Investments in unconsolidated affiliates

 

 

(2,225)

 

 

 —

 

Capital expenditures

 

 

(9,483)

 

 

(6,744)

 

Net cash used in investing activities

 

 

(23,708)

 

 

(6,744)

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Borrowings of debt under credit facility

 

 

58,400

 

 

20,800

 

Repayments of debt under credit facility

 

 

(42,300)

 

 

(22,800)

 

Deferred debt issuance costs

 

 

(395)

 

 

(997)

 

Distributions paid to unitholders

 

 

(12,792)

 

 

(12,624)

 

Purchase of common units by our long-term incentive plan

 

 

 —

 

 

(70)

 

Contribution of cash by TransMontaigne GP

 

 

5

 

 

 —

 

Net cash provided by (used in) financing activities

 

 

2,918

 

 

(15,691)

 

Decrease in cash and cash equivalents

 

 

(547)

 

 

(2,386)

 

Cash and cash equivalents at beginning of period

 

 

681

 

 

3,304

 

Cash and cash equivalents at end of period

 

$

134

 

$

918

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

Cash paid for interest

 

$

2,127

 

$

1,615

 

Property, plant and equipment acquired with accounts payable

 

$

3,570

 

$

2,354

 

 

See accompanying notes to consolidated financial statements.

7


 

TransMontaigne Partners L.P. and subsidiaries

Notes to consolidated financial statements (unaudited)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)Nature of business

TransMontaigne Partners L.P. (“we,” “us,” “our,”) was formed in February 2005 as a Delaware limited partnership initially to own and operate refined petroleum products terminaling and transportation facilities. 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, and in the Southeast. We provide 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 are controlled by our general partner, TransMontaigne GP L.L.C. (“TransMontaigne GP”), which as of February 1, 2016 is a wholly‑owned indirect subsidiary of ArcLight Energy Partners Fund VI, L.P. (“ArcLight”). Prior to February 1, 2016, TransMontaigne LLC, a wholly-owned subsidiary of NGL Energy Partners LP (“NGL”), owned all the issued and outstanding ownership interests of TransMontaigne GP.

(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 L.P., a Delaware limited partnership, 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 March 31, 2016 and December 31, 2015 and our results of operations for the three months ended March 31, 2016 and 2015.

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 terminal and pipeline operations

In connection with our terminal and pipeline operations, we utilize the accrual method of accounting for revenue and expenses. We generate revenue in our terminal and pipeline operations from terminaling services fees, transportation fees, management fees and cost reimbursements, fees from other ancillary services and gains from the sale of refined products. Terminaling services revenue is recognized ratably over the term of the agreement for storage fees and minimum revenue commitments that are fixed at the inception of the agreement and when product is delivered to the customer for fees based on a rate per barrel of throughput; transportation revenue is recognized when the product has been delivered to the customer at the specified delivery location; management fee revenue and cost reimbursements are recognized as the services are performed or as the costs are incurred; ancillary service revenue is recognized as the services are performed; and gains from the sale of refined products are recognized when the title to the product is transferred.

Pursuant to terminaling services agreements with certain of our throughput customers, we are entitled to the volume of product gained resulting from differences in the measurement of product volumes received and distributed at our terminaling facilities. Consistent with recognized industry practices, measurement differentials occur as the result of

8


 

the inherent variances in measurement devices and methodology. We recognize as revenue the net proceeds from the sale of the product gained. For the three months ended March 31, 2016 and 2015, we recognized revenue of approximately $1.4 million and $1.8 million, respectively, for net product gained. Within these amounts, approximately $0.3 million and $0.9 million for the three months ended March 31, 2016 and 2015, respectively, were pursuant to terminaling services agreements with affiliate customers.    

(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 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 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 10 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 5 of Notes to consolidated financial statements). We recognize our insurance recoveries as a credit to income in the period that we assess the likelihood of recovery as being probable (i.e., likely to occur).

9


 

TransMontaigne LLC agreed to indemnify us against certain potential environmental claims, losses and expenses that were identified on or before May 27, 2010 and that were associated with the ownership or operation of the Florida and Midwest terminal facilities prior to May 27, 2005, up to a maximum liability not to exceed $15.0 million for this indemnification obligation. TransMontaigne LLC agreed to indemnify us against certain potential environmental claims, losses and expenses that were identified on or before December 31, 2011 and that were associated with the ownership or operation of the Brownsville and River facilities prior to December 31, 2006, up to a maximum liability not to exceed $15.0 million for this indemnification obligation. TransMontaigne LLC agreed to indemnify us against certain potential environmental claims, losses and expenses that were identified on or before December 31, 2012 and that were associated with the ownership or operation of the Southeast terminals prior to December 31, 2007, up to a maximum liability not to exceed $15.0 million for this indemnification obligation. TransMontaigne LLC agreed to indemnify us against certain potential environmental claims, losses and expenses that were identified on or before March 1, 2016 and that were associated with the ownership or operation of the Pensacola terminal prior to March 1, 2011, up to a maximum liability not to exceed $2.5 million for this indemnification obligation. The forgoing environmental indemnification obligations of TransMontaigne LLC to us remain in place and were not affected by ArcLight’s acquisition of our general partner.    

(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 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)Equity based compensation

Generally accepted accounting principles require us to measure the cost of services received in exchange for an award of equity instruments based on the measurement‑date fair value of the award. That cost is recognized during the period services are provided in exchange for the award.

(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 (see Note 11 of Notes to consolidated financial statements). Changes in the fair value of our derivative instruments are recognized in earnings.

At March 31, 2016 and December 31, 2015, our derivative instruments were limited to interest rate swap agreements with an aggregate notional amount of $125.0 million and $75.0 million, respectively, that expire between March 25, 2018 and March 11, 2019. Pursuant to the terms of the interest rate swap agreements, we pay a blended fixed rate of approximately 1.01% 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 are determined using a pricing model based on the LIBOR swap rate and other observable market data.

10


 

(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 taxes. As a partnership, all income, gains, losses, expenses, deductions and tax credits generated by us flow through to its unitholders.

(l)Net earnings per limited partner unit

Net earnings allocable to the limited partners, for purposes of calculating net earnings per limited partner unit, are net of the earnings allocable to the general partner interest and distributions payable to any restricted phantom units granted under our equity based compensation plans that participate in our distributions (see Note 15 of Notes to consolidated financial statements). The earnings allocable to the general partner interest include the distributions of available cash (as defined by our partnership agreement) attributable to the period to the general partner interest, net of adjustments for the general partner’s share of undistributed earnings, and the incentive distribution rights. Undistributed earnings are the difference between the earnings and the distributions attributable to the period. Undistributed earnings are allocated to the limited partners and general partner interest based on their respective sharing of earnings or losses specified in the partnership agreement, which is based on their ownership percentages of 98% and 2%, respectively. The incentive distribution rights are not allocated a portion of the undistributed earnings given they are not entitled to distributions other than from available cash. Further, the incentive distribution rights do not share in losses under our partnership agreement. Basic net earnings per limited partner unit is computed by dividing net earnings allocable to limited partners by the weighted average number of limited partner units outstanding during the period. Diluted net earnings per limited partner unit is computed by dividing net earnings allocable to the limited partners by the weighted average number of limited partner units outstanding during the period and any potential dilutive securities outstanding during the period.

(m)Recent accounting pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. The objective of this update is to clarify the principles for recognizing revenue and to develop a common revenue standard. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, 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.

In February 2016, the FASB issued ASU 2016-02, Leases. The objective of this update is to improve financial reporting about leasing transactions. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, 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.

 

(2) TRANSACTIONS WITH AFFILIATES

Omnibus agreement.  We have an omnibus agreement with the owner of TransMontaigne GP that will continue in effect until the earlier to occur of (i) the owner ceasing to control our general partner or (ii) the election of either us or the owner, following at least 24 months’ prior written notice to the other parties.

Under the omnibus agreement we pay the owner of TransMontaigne GP an administrative fee for the provision of various general and administrative services for our benefit. For the three months ended March 31, 2016 and 2015, the administrative fee paid was approximately $2.8 million, and $2.8 million, respectively. If we acquire or construct additional facilities, the owner of TransMontaigne GP may propose a revised administrative fee covering the provision of services for such additional facilities, which the revised fee is subject to approval by the conflicts committee of our general partner. The administrative fee encompasses the reimbursement of services to perform centralized corporate functions, such as legal, accounting, treasury, insurance administration and claims processing, health, safety and environmental, information technology, human resources, credit, payroll, taxes, engineering and other corporate services.

The omnibus agreement further provides that we pay the owner of TransMontaigne GP an insurance reimbursement for insurance policies purchased on our behalf to cover our facilities and operations. For the three months ended March 31, 2016 and 2015, the insurance reimbursement paid was approximately $0.9 million and $0.9 million,

11


 

respectively. We also reimburse the owner of TransMontaigne GP for direct operating costs and expenses, such as salaries of operational personnel performing services on‑site at our terminals and pipelines and the cost of their employee benefits, including 401(k) and health insurance benefits.

Under the omnibus agreement we have agreed to reimburse the owner of TransMontaigne GP for a portion of the incentive bonus awards made to key employees under the owner’s savings and retention plan, provided the compensation committee of our general partner determines that an adequate portion of the incentive bonus awards are indexed to the performance of our common units in the form of restricted phantom units. The value of our incentive bonus award reimbursement for a single grant year may be no less than $1.5 million. Effective April 13, 2015 and beginning with the 2015 incentive bonus award, we have the option to provide the reimbursement in either a cash payment or the delivery of our common units to the owner of TransMontaigne GP or directly to the award recipients, with the reimbursement made in accordance with the underlying vesting and payment schedule of the savings and retention plan. Prior to the 2015 incentive bonus award, we reimbursed our portion of the incentive bonus awards by making cash payments to the owner of TransMontaigne GP over the first year that each applicable award was granted. For the three months ended March 31, 2016 and 2015, the expense associated with the reimbursement of incentive bonus awards was approximately $1.6 million and $0.5 million, respectively.

Environmental indemnification.  In connection with our acquisition of the Florida and Midwest terminals on May 27, 2005, TransMontaigne LLC agreed to indemnify us against certain potential environmental claims, losses and expenses that were identified on or before May 27, 2010, and that were associated with the ownership or operation of the Florida and Midwest terminals prior to May 27, 2005. TransMontaigne LLC’s maximum liability for this indemnification obligation is $15.0 million. TransMontaigne LLC has no obligation to indemnify us for losses until such aggregate losses exceed $250,000. 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 May 27, 2005.

In connection with our acquisition of the Brownsville, Texas and River terminals on December 31, 2006, TransMontaigne LLC agreed to indemnify us against potential environmental claims, losses and expenses that were identified on or before December 31, 2011, and that were associated with the ownership or operation of the Brownsville and River facilities prior to December 31, 2006. TransMontaigne LLC’s maximum liability for this indemnification obligation is $15.0 million. TransMontaigne LLC has no obligation to indemnify us for losses until such aggregate losses exceed $250,000. The deductible amount, cap amount and limitation of time for indemnification do not apply to any environmental liabilities known to exist as of December 31, 2006. 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 December 31, 2006.

In connection with our acquisition of the Southeast terminals on December 31, 2007, TransMontaigne LLC agreed to indemnify us against potential environmental claims, losses and expenses that were identified on or before December 31, 2012, and that were associated with the ownership or operation of the Southeast terminals prior to December 31, 2007. TransMontaigne LLC’s maximum liability for this indemnification obligation is $15.0 million. TransMontaigne LLC has no obligation to indemnify us for losses until such aggregate losses exceed $250,000. The deductible amount, cap amount and limitation of time for indemnification do not apply to any environmental liabilities known to exist as of December 31, 2007. 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 December 31, 2007.

In connection with our acquisition of the Pensacola terminal on March 1, 2011, TransMontaigne LLC agreed to indemnify us against potential environmental claims, losses and expenses that were identified on or before March 1, 2016, and that were associated with the ownership or operation of the Pensacola terminal prior to March 1, 2011. Our environmental losses must first exceed $200,000 and TransMontaigne LLC’s indemnification obligations are capped at $2.5 million. The deductible amount, cap amount and limitation of time for indemnification do not apply to any environmental liabilities known to exist as of March 1, 2011. 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 March 1, 2011.

12


 

The forgoing environmental indemnification obligations of TransMontaigne LLC to us remain in place and were not affected by ArcLight’s acquisition of our general partner.

Terminaling services agreement—Southeast terminals.  In connection with the ArcLight acquisition of our general partner, our Southeast terminaling services agreement with NGL was amended to extend the term of the agreement through July 31, 2040 at the prevailing contract rate terms contained within the agreement. Subsequent to January 31, 2023, NGL has the ability to terminate the agreement at any time upon at least 24 months’ prior notice of its intent to terminate the agreement. Subsequent to the ArcLight acquisition, effective February 1, 2016, revenue associated with the Southeast terminaling services agreement is recorded as revenue from external customers as opposed to revenue from affiliates.

Under this agreement, NGL was obligated to throughput a volume of refined product that, at the fee schedule contained in the agreement, resulted in minimum throughput payments to us of approximately $6.7 million for each of the three months ending March 31, 2016 and 2015. The agreement contains stipulated annual increases in throughput payments based on increases in the United States Consumer Price Index. The minimum annual throughput payment is reduced proportionately for any decrease in storage capacity due to out‑of‑service tank capacity.

If a force majeure event occurs that renders us unable to perform our obligations with respect to an asset, the obligations would be temporarily suspended with respect to that asset. If a force majeure event continues for 30 consecutive days or more and results in a diminution in the storage capacity we make available, the counterparty may terminate its obligations with respect to the asset affected by the force majeure event and their minimum revenue commitment would be reduced proportionately for the duration of the agreement.

Terminaling services agreement—Florida terminals. On October 31, 2014, NGL provided us the required 18 months’ prior notice that it will terminate its remaining obligations under the Florida terminaling services agreement effective April 30, 2016, which constitutes NGL’s light oil terminaling capacity for approximately 1.1 million barrels at our Port Everglades North, Florida terminal. NGL has agreed to allow us to re-contract the majority of this tankage prior to its effective contract termination date. Accordingly, we have re-contracted approximately 0.9 million barrels of this capacity to third party customers at similar rates charged to NGL.

Under this agreement, NGL was obligated to throughput a volume that, at the fee and tariff schedule contained in the agreement, resulted in minimum throughput payments to us of approximately $0.3 million and $2.7 million for the three months ending March 31, 2016 and 2015, respectively.

Operations and reimbursement agreement—Frontera.  We have a 50% ownership interest in Frontera Brownsville LLC joint venture, or “Frontera”. We have agreed to 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. For the three months ended March 31, 2016 and 2015, we recognized approximately $1.4 million and $1.2 million, respectively, of revenue related to this operations and reimbursement agreement.

 

(3) ACQUISITION OF TERMINAL ASSETS

Effective January 28, 2016, we acquired from TransMontaigne LLC its Port Everglades, Florida hydrant system for a cash payment of $12 million. The hydrant system encompasses a system in Port Everglades for fueling cruise ships and is currently under contract with one of our existing terminal customers for approximately three more years. The acquisition of the hydrant system from TransMontaigne LLC has been recorded at the carryover basis in a manner similar to a reorganization of entities under common control. As TransMontaigne LLC controlled our general partner on the acquisition date, the difference between the consideration we paid to TransMontaigne LLC and the carryover basis of the net assets purchased has been reflected in the accompanying consolidated balance sheets and statement of partners’ equity as a decrease to the general partner’s interest. The accompanying consolidated financial statements include the assets, liabilities and results of operations of the hydrant system from January 28, 2016. As this transaction is not material to our consolidated financial statements we did not recast prior period consolidated financial statements.

13


 

(4) 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, and in the Midwest. 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. We maintain allowances for potentially uncollectible accounts receivable.

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

 

 

 

 

 

 

 

 

 

 

    

March 31,

    

December 31,

 

 

 

2016

 

2015

 

Trade accounts receivable

 

$

7,218

 

$

6,448

 

Less allowance for doubtful accounts

 

 

(10)

 

 

(475)

 

 

 

$

7,208

 

$

5,973

 

 

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 

  

 

 

March 31,

 

 

 

2016

 

2015

 

NGL Energy Partners LP

 

21

%  

30

%

Castleton Commodities International LLC

 

14

%  

 —

%

RaceTrac Petroleum Inc.

 

12

%  

 —

%

Morgan Stanley Capital Group

 

 —

%  

13

 

 

On October 27, 2015, upon the sale of Morgan Stanley’s global physical oil merchanting business to Castleton Commodities International LLC, Morgan Stanley Capital Group, with our consent, assigned all its terminaling services agreements with us to Castleton Commodities International LLC.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5) OTHER CURRENT ASSETS

Other current assets are as follows (in thousands):

 

 

 

 

 

 

 

 

 

    

March 31,

    

December 31,

 

 

 

2016

 

2015

 

Amounts due from insurance companies

 

$

593

 

$

774

 

Additive detergent

 

 

1,621

 

 

1,411

 

Deposits and other assets

 

 

183

 

 

225

 

 

 

$

2,397

 

$

2,410

 

 

Amounts due from insurance companies.  We periodically file claims for recovery of environmental remediation costs with our insurance carriers under our comprehensive liability policies. We recognize our insurance recoveries in the period that we assess the likelihood of recovery as being probable (i.e., likely to occur). At March 31, 2016 and December 31, 2015, we have recognized amounts due from insurance companies of approximately $0.6 million and $0.8 million, respectively, representing our best estimate of our probable insurance recoveries. During the three months ended March 31, 2016, we received reimbursements from insurance companies of approximately $0.2 million. During the three months ended March 31, 2016, we did not change our estimate of probable future insurance recoveries.

14


 

(6) PROPERTY, PLANT AND EQUIPMENT, NET

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

 

 

 

 

 

 

 

 

 

 

    

March 31,

    

December 31,

 

 

 

2016

 

2015

 

Land

 

$

53,079

 

$

53,079

 

Terminals, pipelines and equipment

 

 

606,323

 

 

595,883

 

Furniture, fixtures and equipment

 

 

4,040

 

 

2,665

 

Construction in progress

 

 

10,910

 

 

8,704

 

 

 

 

674,352

 

 

660,331

 

Less accumulated depreciation

 

 

(280,234)

 

 

(271,908)

 

 

 

$

394,118

 

$

388,423

 

 

 

 

 

(7) GOODWILL

Goodwill is as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

    

March 31,

    

December 31,

 

 

 

2016

 

2015

 

Brownsville terminals

 

$

8,485

 

$

8,485

 

 

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 operating segments (see Note 18 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 March 31, 2016 and December 31, 2015, our only reporting unit that contained goodwill was our Brownsville terminals. We did not recognize any goodwill impairment charges during the three months ended March 31, 2016 or during the year ended December 31, 2015 for this reporting unit. However, a significant decline in the price of our common units with a resulting 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 terminals, could result in the recognition of an impairment charge in the future.

(8) INVESTMENTS IN UNCONSOLIDATED AFFILIATES

At March 31, 2016 and December 31, 2015, our investments in unconsolidated affiliates include a 42.5% interest in Battleground Oil Specialty Terminal Company LLC (“BOSTCO”) and a 50% 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. Frontera is a terminal facility located in Brownsville, Texas that encompasses approximately 1.5 million barrels of light petroleum product storage, as well as related ancillary facilities.

15


 

The following table summarizes our investments in unconsolidated affiliates:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Percentage of

 

 

Carrying value

 

 

 

ownership

 

 

(in thousands)

 

 

 

March 31,

 

December 31,

 

 

March 31,

 

December 31,

 

 

    

2016

    

2015

    

    

2016

    

2015

 

BOSTCO

    

42.5

%  

42.5

%  

    

$

223,097

 

$

223,214

 

Frontera

 

50

%  

50

%  

 

 

23,544

 

 

23,486

 

Total investments in unconsolidated affiliates

 

 

 

 

 

 

$

246,641

 

$

246,700

 

 

At March 31, 2016 and December 31, 2015, our investment in BOSTCO includes approximately $7.3 million 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. Excess investment is the amount by which our investment exceeds our proportionate share of the book value of the net assets of BOSTCO.

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

 

 

 

 

 

 

 

 

 

 

 

    

Three months ended 

    

 

 

 

March 31,

 

 

 

 

2016

 

2015

 

 

BOSTCO

 

$

1,392

 

$

1,781

 

 

Frontera

    

 

458

    

 

275

    

 

Total earnings from investments in unconsolidated affiliates

 

$

1,850

 

$

2,056

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

    

Three months ended 

    

 

 

 

March 31,

 

 

 

 

2016

 

2015

 

 

BOSTCO

 

$

2,125

 

$

 —

 

 

Frontera

 

 

100

 

 

             —

 

 

Additional capital investments in unconsolidated affiliates

 

$

2,225

 

$

 —

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

    

Three months ended 

    

 

 

 

March 31,

 

 

 

 

2016

 

2015

 

 

BOSTCO

 

$

3,634

 

$

3,134

 

 

Frontera

    

 

501

    

 

508

    

 

Cash distributions received from unconsolidated affiliates

 

$

4,135

 

$

3,642

 

 

 

16


 

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

Balance sheets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BOSTCO

 

Frontera

 

 

 

March 31,

 

December 31,

 

March 31,

 

December 31,

 

 

    

2016

    

2015

    

2016

    

2015

 

Current assets

    

$

19,064

 

$

21,079

 

$

5,015

 

$

4,156

 

Long-term assets

 

 

498,084

 

 

500,982

 

 

43,646

 

 

44,194

 

Current liabilities

 

 

(9,580)

 

 

(15,064)

 

 

(1,573)

 

 

(1,376)

 

Net assets

 

$

507,568

 

$

506,997

 

$

47,088

 

$

46,974

 

 

Statements of operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BOSTCO

 

Frontera

 

 

 

Three months ended 

 

Three months ended 

 

 

 

March 31,

 

March 31,

 

 

 

2016

 

2015

 

2016

 

2015

 

Revenue

    

$

16,681

    

$

15,887

    

$

4,142

    

$

3,640

 

Expenses

 

 

(12,250)

 

 

(11,467)

 

 

(3,226)

 

 

(3,090)

 

Net earnings

 

$

4,431

 

$

4,420

 

$

916

 

$

550

 

 

 

 

 

 

 

(9) OTHER ASSETS, NET

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

 

 

 

 

 

 

 

 

 

 

    

March 31,

    

December 31,

 

 

 

2016

 

2015

 

Amounts due under long-term terminaling services agreements:

 

 

 

 

 

 

 

External customers

 

$

572

 

$

12

 

Affiliates

 

 

 —

 

 

567

 

 

 

 

572

 

 

579

 

Deferred financing costs, net of accumulated amortization of $4,257 and $4,052, respectively

 

 

1,911

 

 

1,721

 

Customer relationships, net of accumulated amortization of $1,941 and $1,890, respectively

 

 

489

 

 

540

 

Deposits and other assets

 

 

93

 

 

95

 

 

 

$

3,065

 

$

2,935

 

 

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 over the terms of the respective agreements. We recognize as revenue the minimum payments under the long‑term terminaling services agreements on a straight‑line basis over the term of the respective agreements. At March 31, 2016 and December 31, 2015, we have recognized revenue in excess of the minimum payments that are due through those respective dates under the long‑term terminaling services agreements resulting in an asset of approximately $0.6 million and $0.6 million, respectively.

Deferred financing costs.  Deferred financing costs are amortized using the effective interest method over the term of the related credit facility (see Note 12 of Notes to consolidated financial statements).

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

17


 

(10) ACCRUED LIABILITIES

Accrued liabilities are as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

    

March 31,

    

December 31,

 

 

 

2016

 

2015

 

Customer advances and deposits:

 

 

 

 

 

 

 

External customers

 

$

6,955

 

$

4,925

 

Affiliates

 

 

 —

 

 

2,352

 

 

 

 

6,955

 

 

7,277

 

Accrued property taxes

 

 

1,510

 

 

1,019

 

Accrued environmental obligations

 

 

857

 

 

1,047

 

Interest payable

 

 

156

 

 

141

 

Accrued expenses and other

 

 

1,833

 

 

1,627

 

 

 

$

11,311

 

$

11,111

 

 

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 March 31, 2016 and December 31, 2015, we have billed and collected from certain of our customers approximately $7.0 million and $7.3 million, respectively, in advance of the terminaling services being provided.

Accrued environmental obligations.  At March 31, 2016 and December 31, 2015, we have accrued environmental obligations of approximately $0.9 million and $1.0 million, respectively, representing our best estimate of our remediation obligations. During the three months ended March 31, 2016, we made payments of approximately $0.2 million towards our environmental remediation obligations. During the three months ended March 31, 2016, we did not change our estimate of our future environmental remediation costs. 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.

(11) OTHER LIABILITIES

Other liabilities are as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

    

March 31,

    

December 31,

 

 

 

2016

 

2015

 

Advance payments received under long-term terminaling services agreements

 

$

526

 

$

580

 

Deferred revenue—ethanol blending fees and other projects

 

 

1,953

 

 

2,151

 

Unrealized loss on derivative instruments

 

 

794

 

 

 —

 

 

 

$

3,273

 

$

2,731

 

 

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 either on a straight‑line basis over the term of the respective agreements or when services have been provided based on volumes of product distributed. At March 31, 2016 and December 31, 2015, we have received advance minimum payments in excess of revenue recognized under these long‑term terminaling services agreements resulting in a liability of approximately $0.5 million and $0.6 million, respectively.

Deferred revenue—ethanol blending fees and other projects.  Pursuant to agreements with our customers, we agreed to undertake certain capital projects that primarily pertain to providing ethanol blending functionality at certain of our Southeast terminals. Upon completion of the projects, our customers have paid us lump‑sum amounts that will be recognized as revenue on a straight‑line basis over the remaining term of the agreements. At March 31, 2016 and December 31, 2015, we have unamortized deferred revenue of approximately $2.0 million and $2.2 million, respectively,

18


 

for completed projects. During the three months ended March 31, 2016 and 2015, we recognized revenue on a straight‑line basis of approximately $0.2 million and $0.3 million, respectively, for completed projects.

(12) LONG‑TERM DEBT

On March 9, 2011, we entered into an amended and restated senior secured credit facility, or “credit facility”, which has been subsequently amended from time to time. At March 31, 2016, the credit facility provides for a maximum borrowing line of credit equal to the lesser of (i) $400 million and (ii) 4.75 times Consolidated EBITDA (as defined: $438.8 million at March 31, 2016). At our request, the maximum borrowing line of credit may be increased by an additional $100 million, subject to the approval of the administrative agent and the receipt of additional commitments from one or more lenders. The terms of the 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 partnership 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 $125 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, July 31, 2018.

We may elect to have loans under the credit facility bear interest either (i) at a rate of LIBOR plus a margin ranging from 2% to 3% depending on the total leverage ratio then in effect, or (ii) at the base rate plus a margin ranging from 1% to 2% 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 the 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 three months ended March 31, 2016 and 2015, the weighted average interest rate on borrowings under the credit facility was approximately 3.1% and 2.7%, respectively. At March 31, 2016 and December 31, 2015, our outstanding borrowings under the credit facility were $264.1 million and $248.0 million, respectively. At March 31, 2016 and December 31, 2015, our outstanding letters of credit were $nil at both dates.

We have an effective universal shelf‑registration statement and prospectus on Form S‑3 with the Securities and Exchange Commission that expires in June 2016. TLP Finance Corp., our 100% owned subsidiary, may act as a co‑issuer of any debt securities issued pursuant to that registration statement. TransMontaigne Partners L.P. has no independent assets or operations. TLP Finance Corp. has no assets or operations. Our operations are conducted by subsidiaries of TransMontaigne Partners L.P. through our 100% owned operating company subsidiary, TransMontaigne Operating Company L.P. Each of TransMontaigne Operating Company L.P.s’ and our other 100% owned subsidiaries (other than TLP Finance Corp., whose sole purpose is to act as co‑issuer of any debt securities) may guarantee the debt securities. We expect that any guarantees will be full and unconditional and joint and several, subject to certain automatic customary releases, including sale, disposition, or transfer of the capital stock or substantially all of the assets of a subsidiary guarantor, exercise of legal defeasance option or covenant defeasance option, and designation of a subsidiary guarantor as unrestricted in accordance with the indenture. There are no significant restrictions on the ability of TransMontaigne Partners L.P. or any guarantor to obtain funds from its subsidiaries by dividend or loan. None of the assets of TransMontaigne Partners L.P. or a guarantor represent restricted net assets pursuant to the guidelines established by the Securities and Exchange Commission.

19


 

(13) PARTNERS’ EQUITY

The number of units outstanding is as follows:

 

 

 

 

 

 

 

 

    

    

    

General

 

 

 

Common

 

partner

 

 

 

units

 

equivalent units

 

Units outstanding at December 31, 2015

 

16,124,566

 

329,073

 

Issuance of common units by our long-term incentive plan due to vesting of restricted phantom units

 

7,732

 

 —

 

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

 

 —

 

158

 

Units outstanding at March 31, 2016

 

16,132,298

 

329,231

 

 

At March 31, 2016 and December 31, 2015, common units outstanding include nil and 8,018 common units, respectively, held on behalf of TransMontaigne LLC’s long‑term incentive plan. In connection with the ArcLight acquisition of our general partner, effective February 1, 2016, 15,750 restricted phantom units previously granted to the independent directors vested and were satisfied via the delivery of our common units.

(14) EQUITY BASED COMPENSATION

TransMontaigne GP is our general partner and manages our operations and activities. Prior to February 1, 2016, TransMontaigne GP was a wholly owned subsidiary of TransMontaigne LLC, which is a wholly owned subsidiary of NGL. TransMontaigne Services LLC, which is a wholly owned subsidiary of TransMontaigne LLC, has a long‑term incentive plan and a savings and retention plan to compensate through incentive bonus awards certain employees and independent directors of our general partner who provide services with respect to the business of our general partner.

Long-term incentive plan. The TransMontaigne Services LLC long‑term incentive plan was administered by the compensation committee of the board of directors of our general partner and was primarily used for grants of restricted phantom units to the independent directors of our general partner. The grants to the independent directors of our general partner generally vest and are payable annually in equal tranches over a four-year period, subject to accelerated vesting upon a change in control of TransMontaigne GP. Ownership in the awards is subject to forfeiture until the vesting date, but recipients have distribution and voting rights from the date of the grant. In connection with the ArcLight acquisition of our general partner, effective February 1, 2016, all of the restricted phantom units previously granted to the independent directors vested and were satisfied via the delivery of our common units.

 

On February 26, 2016, the board of our general partner approved the TLP Management Services LLC 2016 long-term incentive plan, which replaces the TransMontaigne Services LLC long-term incentive plan and is subject to the approval of our unitholders. We anticipate that we will seek approval from our unitholders for the long-term incentive plan within 12 months of its adoption. The 2016 long-term incentive plan operates in a manner that is, and pursuant to terms and conditions that are substantially similar to, the TransMontaigne Services LLC long-term incentive plan used previously. The 2016 plan reserves 750,000 common units to be granted as awards under the plan, with such amount subject to adjustment as provided for under the terms of the plan if there is a change in our common units, such as a unit split or other reorganization. The common units authorized to be granted under the 2016 long-term incentive plan are expected to be registered pursuant to a registration statement on Form S-8.

20


 

TransMontaigne GP had historically acquired outstanding common units on the open market under a purchase program for purposes of delivering vested units to the independent directors of our general partner. The purchase program concluded with its final purchase of 667 units on the program’s scheduled termination date of April 1, 2015. Future grants of restricted phantom units under the TLP Management Services LLC 2016 long‑term incentive plan are expected to be settled by us through the issuance of common units pursuant to a Form S-8 Registration Statement.

Activity under the long-term incentive plan for the three months ended March 31, 2016 is as follows:

 

 

 

 

 

 

 

 

 

    

Restricted

    

NYSE

 

 

 

phantom

 

closing

 

 

 

units

 

price

 

Restricted phantom units outstanding at December 31, 2015

 

15,750

 

 

 

 

Vesting on February 1, 2016

 

(15,750)

 

$

30.41

 

Restricted phantom units outstanding at March 31, 2016

 

 —

 

 

 

 

 

Generally accepted accounting principles require us to measure the cost of board member services received in exchange for an award of equity instruments based on the grant‑date fair value of the award. That cost is recognized over the vesting period on a straight line basis during which a board member is required to provide services in exchange for the award with the costs being accelerated upon the occurrence of accelerated vesting events, such as a change in control of our general partner. In connection with the ArcLight acquisition of our general partner, effective February 1, 2016, 15,750 restricted phantom units previously granted to the independent directors vested and were satisfied via the delivery of our common units. For awards to the independent directors of our general partner, equity‑based compensation of approximately $520,000 and $23,000 is included in direct general and administrative expenses for the three months ended March 31, 2016 and 2015, respectively

Savings and retention plan.  Under the omnibus agreement we have agreed to reimburse TransMontaigne LLC for a portion of the incentive bonus awards made by TransMontaigne Services LLC under the TransMontaigne Services LLC savings and retention plan to key employees that provide corporate and support services to us, provided the compensation committee of our general partner determines that an adequate portion of the incentive bonus awards are indexed to the performance of our common units in the form of restricted phantom units. In accordance with the omnibus agreement, the value of our incentive bonus award reimbursement for a single grant year may be no less than $1.5 million. Ownership in the restricted phantom units under the savings and retention plan is subject to forfeiture until the vesting date, but recipients have distribution equivalent rights from the date of grant that accrue additional restricted phantom units equivalent to the value of quarterly distributions paid by us on each of our outstanding common units. Recipients of restricted phantom units under the savings and retention plan do not have voting rights.

The purpose of the savings and retention plan is to provide for the reward and retention of participants by providing them with bonus awards that vest over future service periods. Awards under the plan generally become vested as to 50% of a participant’s annual award as of the January 1 that falls closest to the second anniversary of the grant date, and the remaining 50% as of the January 1 that falls closest to the third anniversary of the grant date, subject to earlier vesting upon a participant’s 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 NGL, or TransMontaigne LLC, or their affiliates, as specified in the plan. Awards are payable as to 50% of a participant’s annual award in the month containing the second anniversary of the grant date, and the remaining 50% in the month containing the third anniversary of the grant date, subject to earlier vesting and payment, as applicable, upon the participant’s attainment of retirement, death or disability, involuntary termination without cause, or a participant’s termination of employment following a change in control, as specified in the plan. For certain senior level employees, including the executive officers of our general partner, all prior grants vested upon the change in control of TransMontaigne LLC that occurred on July 1, 2014 and, with respect to the 2015 awards, such awards vested upon the change in control of our general partner that occurred on February 1, 2016. Pursuant to the provisions of the plan, once participants reach the age and length of service thresholds set forth below, awards become vested and are payable as set forth above.  A person will satisfy the age and length of service thresholds of the plan upon the attainment of the earliest of (a) age sixty, (b) age fifty five and ten years of service as an officer of TransMontaigne LLC or any of its affiliates, or (c) age fifty and twenty years of service as an employee of TransMontaigne LLC or any of its affiliates. For the awards granted under the plan in March 2016, the Chief Executive Officer and Chief Operating Officer of our general partner have each satisfied the age and length of service thresholds of the plan. Although no assets are segregated or otherwise set aside with respect to a

21


 

participant’s account, the amount ultimately payable to a participant shall be the amount credited to such participant’s account as if such account had been invested in some or all of the investment funds selected by the plan administrator.

Effective April 13, 2015 and beginning with the 2015 incentive bonus award, under the omnibus agreement we have the option to provide the reimbursement in either a cash payment to TransMontaigne LLC or the delivery of our common units to TransMontaigne LLC or to the award recipients, with the reimbursement made in accordance with the underlying vesting and payment schedule of the TransMontaigne Services LLC savings and retention plan.  Our reimbursement for the 2015 incentive bonus award is reduced for forfeitures and is increased for the value of quarterly distributions accrued under the distribution equivalent rights.  We have the intent and ability to settle our reimbursement for the 2015 incentive bonus award in our common units, and accordingly, effective April 13, 2015, we began accounting for the 2015 incentive bonus award as an equity award.  Prior to the 2015 incentive bonus award, we reimbursed our portion of the incentive bonus awards through monthly cash payments to TransMontaigne LLC over the first year that each applicable award was granted.

On February 26, 2016, the board of our general partner unanimously approved the new TLP Management Services LLC savings and retention plan for employees who provide services with respect to our business, which plan is intended to constitute a program under, and be subject to, the 2016 long term incentive plan described above. The new savings and retention plan was used for incentive bonus awards in March 2016 and will be used going forward. The new savings and retention plan operates in a manner that is, and pursuant to terms and conditions that are substantially similar to, the savings and retention plan of TransMontaigne Services LLC used previously. Under the omnibus agreement, we expect to reimburse TLP Management Services LLC with respect to awards in a similar manner as applied to the 2015 incentive bonus award. 

Given that we do not have any employees to provide corporate and support services and instead we contract for such services under our omnibus agreement, generally accepted accounting principles require us to classify the incentive bonus award as a non-employee award and measure the cost of services received in exchange for an award of equity instruments based on the vesting‑date fair value of the award. That cost, or an estimate of that cost in the case of unvested restricted phantom units, is recognized over the period during which services are provided in exchange for the award. For the three months ended March 31, 2016 and 2015, the expense associated with the reimbursement of incentive bonus awards was approximately $1.6 million and $0.5 million, respectively.

Activity related to our equity based award granted to TransMontaigne LLC for services performed under the omnibus agreement for the three months ended March 31, 2016 is as follows:

 

 

 

 

 

 

 

 

 

 

    

 

    

 

    

NYSE

 

 

 

 

 

 

 

closing

 

 

 

Vested

 

Unvested

 

price

 

Restricted phantom units outstanding at December 31, 2015

 

30,203

 

30,616

 

 

 

 

Vesting of units on February 1, 2016

 

19,372

 

(19,372)

 

$

30.41

 

Unit accrual for distributions paid on February 8, 2016

 

1,132

 

257

 

$

29.34

 

Grant on March 2, 2016

 

31,022

 

28,945

 

$

34.23

 

Restricted phantom units outstanding at March 31, 2016

 

81,729

 

40,446

 

 

 

 

 

 

22


 

(15) NET EARNINGS PER LIMITED PARTNER UNIT

The following table reconciles net earnings to net earnings allocable to limited partners and sets forth the computation of basic and diluted net earnings per limited partner unit (in thousands):

 

 

 

 

 

 

 

 

 

 

 

    

Three months ended 

 

 

 

 

March 31,

 

 

 

 

2016

 

2015

 

 

Net earnings

 

$

8,710

 

$

10,122

 

 

Less:

 

 

 

 

 

 

 

 

Distributions payable on behalf of incentive distribution rights

 

 

(1,920)

 

 

(1,682)

 

 

Distributions payable on behalf of general partner interest

 

 

(224)

 

 

(219)

 

 

Earnings allocable to general partner interest less than distributions payable to general partner interest

 

 

88

 

 

51

 

 

Earnings allocable to general partner interest including incentive distribution rights

 

 

(2,056)

 

 

(1,850)

 

 

Net earnings allocable to limited partners per the consolidated statements of operations

 

 

6,654

 

 

8,272

 

 

Less distributions payable for unvested long-term incentive plan grants

 

 

 —

 

 

(6)

 

 

Net earnings allocable to limited partners for calculating net earnings per limited partner unit

 

$

6,654

 

$

8,266

 

 

Basic weighted average units

 

 

16,181

 

 

16,125

 

 

Diluted weighted average units

 

 

16,188

 

 

16,125

 

 

Net earnings per limited partner unit—basic

 

$

0.41

 

$

0.51

 

 

Net earnings per limited partner unit—diluted

 

$

0.41

 

$

0.51

 

 

 

Pursuant to our partnership agreement we are required to distribute available cash (as defined by our partnership agreement) as of the end of the reporting period. Such distributions are declared within 45 days after period end. The following table sets forth the distribution declared per common unit attributable to the periods indicated:

 

 

 

 

 

 

 

    

Distribution

 

January 1, 2015 through March 31, 2015

 

$

0.665

 

April 1, 2015 through June 30, 2015

 

$

0.665

 

July 1, 2015 through September 30, 2015

 

$

0.665

 

October 1, 2015 through December 31, 2015

 

$

0.670

 

January 1, 2016 through March 31, 2016

 

$

0.680

 

 

 

 

 

 

16) COMMITMENTS AND CONTINGENCIES

Contract commitments.  At March 31, 2016, we have contractual commitments of approximately $23.6 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 be paid within the next twelve months.

23


 

Operating leases.  We lease property and equipment under non‑cancelable operating leases that extend through August 2030. At March 31, 2016, future minimum lease payments under these non‑cancelable operating leases are as follows (in thousands):

 

 

 

 

 

Years ending December 31:

    

    

 

 

2016 (remainder of the year)

 

$

3,001

 

2017

 

 

3,131

 

2018

 

 

740

 

2019

 

 

727

 

2020

 

 

572

 

Thereafter

 

 

4,107

 

 

 

$

12,278

 

 

Included in the above non‑cancelable operating lease commitments are amounts for property rentals that we have sublet under non‑cancelable sublease agreements, for which we expect to receive minimum rentals of approximately $0.4 million in future periods.

Rental expense under operating leases was approximately $0.9 million and $0.9 million for the three months ended March 31, 2016 and 2015, respectively.

Legal proceedings.  The King Ranch natural-gas-processing plant in Kleberg County, Texas owned and operated by a third party, was shut down as a result of a fire at the plant beginning in November 2013. This plant supplies a significant amount of liquefied petroleum gas, or “LPG,” to our third-party customer, Nieto Trading, B.V. (“Nieto”), which transports LPG through our Ella Brownsville and Diamondback pipelines, and has contracted for the LPG storage capacity at our Brownsville terminals.  The King Ranch plant became operational again in late November 2014. Nieto claimed that the fire at the King Ranch plant constituted a force majeure event that relieved Nieto of its obligation to pay certain fees required under the related terminaling services agreement for failure to throughput a minimum number of barrels of LPG (“deficiency fees”). We did not believe that the King Ranch fire qualified as a force majeure event under the terminaling services agreement, or that, even if it did, it relieved Nieto of its obligation to pay the deficiency fees. In September, 2014, we filed a complaint for damages and declaratory relief in the Supreme Court of the State of New York, County of New York, against Nieto, by which we sought damages and a declaratory judgment clarifying our rights to receive the deficiency fees under the terminaling services agreement. 

In February 2016 we entered into a settlement agreement and mutual release with Nieto that included a one-time settlement payment to us of $1.9 million and an increase in the throughput fee under the terminaling services agreement for the remaining term. In connection therewith, the litigation was dismissed with prejudice.

(17) DISCLOSURES ABOUT FAIR VALUE

“GAAP” defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Generally accepted accounting principles 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 March 31, 2016 and December 31, 2015.

Cash and 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.

24


 

Derivative instruments.  The carrying amount of our interest rate swaps as of March 31, 2016 and December 31, 2015 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 credit facility debt approximates fair value since borrowings under the facility bear interest at current market interest rates. The fair value is categorized in Level 2 of the fair value hierarchy.

(18) 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 our general partner’s chief executive officer. Our general partner’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 direct operating costs and expenses. Accordingly, we present “net margins” for each of our business segments: (i) Gulf Coast terminals, (ii) Midwest terminals and pipeline system, (iii) Brownsville terminals, (iv) River terminals and (v) Southeast terminals.

25


 

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

 

 

 

 

 

 

 

 

 

 

    

Three months ended 

 

 

 

March 31,

 

 

 

2016

 

2015

 

Gulf Coast Terminals:

 

 

 

 

 

 

 

Terminaling services fees

 

$

11,367

 

$

10,678

 

Other

 

 

2,236

 

 

1,998

 

Revenue

 

 

13,603

 

 

12,676

 

Direct operating costs and expenses

 

 

(5,226)

 

 

(4,406)

 

Net margins

 

 

8,377

 

 

8,270

 

Midwest Terminals and Pipeline System:

 

 

 

 

 

 

 

Terminaling services fees

 

 

2,177

 

 

2,102

 

Pipeline transportation fees

 

 

433

 

 

414

 

Other

 

 

286