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EX-32.2 - EX-32.2 - TransMontaigne Partners LLCtlp-20180331ex32282aeaf.htm
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EX-10.1 - EX-10.1 - TransMontaigne Partners LLCtlp-20180331ex10103e0f2.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, 2018

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 is a large accelerated filer, an accelerated filer, a non‑accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

 

 

 

 

 

 

 

 

Large accelerated filer ☐

Accelerated filer ☒

Non‑accelerated filer ☐

Smaller reporting company ☐

 

 

(Do not check if a
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 ☒

As of April 30, 2018, there were  16,222,151 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

 

4

 

 

 

Consolidated balance sheets as of March 31, 2018 and December 31, 2017

 

5

 

 

 

Consolidated statements of operations for the three months ended March  31, 2018 and 2017

 

6

 

 

 

Consolidated statements of partners’ equity for the year ended December 31, 2017 and three months ended March 31, 2018

 

7

 

 

 

Consolidated statements of cash flows for the three months ended March 31, 2018 and 2017

 

8

 

 

 

Notes to consolidated financial statements

 

9

 

Item 2. 

 

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

 

31

 

Item 3. 

 

Quantitative and Qualitative Disclosures about Market Risk

 

40

 

Item 4. 

 

Controls and Procedures

 

41

 

 

 

 

 

 

 

Part II. Other Information 

 

Item 1. 

 

Legal Proceedings

 

41

 

Item 1A. 

 

Risk Factors

 

41

 

Item 5. 

 

Other Information

 

41

 

Item 6. 

 

Exhibits

 

43

 

 

 

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, 2017 and the risk factors 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 debt and equity 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 this 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 L.P. as of and for the three months ended March 31, 2018 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, 2017, 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, 2018 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, 2018:

·

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.

 

4


 

TransMontaigne Partners L.P. and subsidiaries

Consolidated balance sheets (unaudited)

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

    

March 31,

    

December 31,

 

 

 

2018

 

2017

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

937

 

$

923

 

Trade accounts receivable, net

 

 

11,516

 

 

11,017

 

Due from affiliates

 

 

3,803

 

 

1,509

 

Other current assets

 

 

12,345

 

 

20,654

 

Total current assets

 

 

28,601

 

 

34,103

 

Property, plant and equipment, net

 

 

650,037

 

 

655,053

 

Goodwill

 

 

9,428

 

 

9,428

 

Investments in unconsolidated affiliates

 

 

234,030

 

 

233,181

 

Other assets, net

 

 

53,522

 

 

55,238

 

 

 

$

975,618

 

$

987,003

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Trade accounts payable

 

$

9,645

 

$

8,527

 

Accrued liabilities

 

 

17,653

 

 

17,426

 

Total current liabilities

 

 

27,298

 

 

25,953

 

Other liabilities

 

 

3,921

 

 

3,633

 

Long-term debt

 

 

582,377

 

 

593,200

 

Total liabilities

 

 

613,596

 

 

622,786

 

Commitments and contingencies (Note 16)

 

 

 

 

 

 

 

Partners’ equity:

 

 

 

 

 

 

 

Common unitholders  (16,200,485 units issued and outstanding at March 31, 2018 and 16,177,353 units issued and outstanding at December 31, 2017)

 

 

308,396

 

 

310,769

 

General partner interest (2% interest with 330,613 equivalent units outstanding at March 31, 2018 and 330,150 equivalent units outstanding at December 31, 2017)

 

 

53,626

 

 

53,448

 

Total partners’ equity

 

 

362,022

 

 

364,217

 

 

 

$

975,618

 

$

987,003

 

 

See accompanying notes to consolidated financial statements (unaudited).

5


 

TransMontaigne Partners L.P. and subsidiaries

Consolidated statements of operations (unaudited)

(In thousands, except per unit amounts)

 

 

 

 

 

 

 

 

 

 

Three months ended 

 

 

 

March 31,

 

 

    

2018

    

2017

 

Revenue:

 

 

 

 

 

 

 

External customers

 

$

52,114

 

$

43,080

 

Affiliates

 

 

4,330

 

 

1,770

 

Total revenue

 

 

56,444

 

 

44,850

 

Operating costs and expenses:

 

 

 

 

 

 

 

Direct operating costs and expenses

 

 

(20,145)

 

 

(16,511)

 

General and administrative expenses

 

 

(4,981)

 

 

(3,971)

 

Insurance expenses

 

 

(1,246)

 

 

(1,006)

 

Equity-based compensation expense

 

 

(2,017)

 

 

(1,817)

 

Depreciation and amortization

 

 

(11,808)

 

 

(8,705)

 

Total operating costs and expenses

 

 

(40,197)

 

 

(32,010)

 

Earnings from unconsolidated affiliates

 

 

2,889

 

 

2,560

 

Operating income

 

 

19,136

 

 

15,400

 

Other expenses:

 

 

 

 

 

 

 

Interest expense

 

 

(6,461)

 

 

(2,152)

 

Amortization of deferred issuance costs

 

 

(501)

 

 

(294)

 

Total other expenses

 

 

(6,962)

 

 

(2,446)

 

Net earnings

 

 

12,174

 

 

12,954

 

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

 

 

(3,766)

 

 

(2,843)

 

Net earnings allocable to limited partners

 

$

8,408

 

$

10,111

 

Net earnings per limited partner unit—basic

 

$

0.52

 

$

0.62

 

Net earnings per limited partner unit—diluted

 

$

0.52

 

$

0.62

 

 

See accompanying notes to consolidated financial statements (unaudited).

6


 

TransMontaigne Partners L.P. and subsidiaries

Consolidated statements of partners’ equity (unaudited)

Year ended December 31, 2017 and three months ended March 31, 2018

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

General

    

 

 

 

 

Common

 

partner

 

 

 

 

 

units

 

interest

 

Total

 

Balance December 31, 2016

 

$

320,042

 

$

52,692

 

$

372,734

 

Distributions to unitholders

 

 

(47,349)

 

 

(11,985)

 

 

(59,334)

 

Equity-based compensation

 

 

2,729

 

 

 

 

2,729

 

Issuance of 6,498 common units pursuant to our long-term incentive plan

 

 

270

 

 

 —

 

 

270

 

Issuance of 33,205 common units pursuant to our savings and retention program

 

 

 —

 

 

 —

 

 

 —

 

Settlement of tax withholdings on equity-based compensation

 

 

(711)

 

 

 

 

(711)

 

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

 

 

 —

 

 

36

 

 

36

 

Net earnings for year ended December 31, 2017

 

 

35,788

 

 

12,705

 

 

48,493

 

Balance December 31, 2017

 

 

310,769

 

 

53,448

 

 

364,217

 

Distributions to unitholders

 

 

(12,457)

 

 

(3,606)

 

 

(16,063)

 

Equity-based compensation

 

 

2,017

 

 

 

 

2,017

 

Issuance of 23,132 common units pursuant to our savings and retention program

 

 

 —

 

 

 —

 

 

 —

 

Settlement of tax withholdings on equity-based compensation

 

 

(341)

 

 

 

 

(341)

 

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

 

 

 —

 

 

18

 

 

18

 

Net earnings for the three months ended March 31, 2018

 

 

8,408

 

 

3,766

 

 

12,174

 

Balance March 31, 2018

 

$

308,396

 

$

53,626

 

$

362,022

 

 

See accompanying notes to consolidated financial statements (unaudited).

7


 

TransMontaigne Partners L.P. and subsidiaries

Consolidated statements of cash flows (unaudited)

(In thousands)

 

 

 

 

 

 

 

 

 

    

Three months ended 

 

 

 

March 31,

 

 

    

2018

    

2017

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net earnings

 

$

12,174

 

$

12,954

 

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

 

 

 

 

 

 

 

Depreciation and amortization

 

 

11,808

 

 

8,705

 

Earnings from unconsolidated affiliates

 

 

(2,889)

 

 

(2,560)

 

Distributions from unconsolidated affiliates

 

 

3,190

 

 

4,349

 

Equity-based compensation

 

 

2,017

 

 

1,817

 

Amortization of deferred issuance costs

 

 

501

 

 

294

 

Amortization of deferred revenue

 

 

(187)

 

 

(51)

 

Unrealized (gain) loss on derivative instruments

 

 

42

 

 

(258)

 

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

 

 

 

 

 

 

 

Trade accounts receivable, net

 

 

 2

 

 

220

 

Due from affiliates

 

 

(2,294)

 

 

(310)

 

Other current assets

 

 

(1,799)

 

 

1,716

 

Amounts due under long-term terminaling services agreements, net

 

 

28

 

 

(98)

 

Deposits

 

 

 —

 

 

54

 

Trade accounts payable

 

 

1,574

 

 

864

 

Accrued liabilities

 

 

227

 

 

2,667

 

Net cash provided by operating activities

 

 

24,394

 

 

30,363

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Investments in unconsolidated affiliates

 

 

(1,150)

 

 

(2,000)

 

Capital expenditures

 

 

(6,503)

 

 

(9,500)

 

Proceeds from sale of assets

 

 

10,025

 

 

 —

 

Net cash provided by (used in) investing activities

 

 

2,372

 

 

(11,500)

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Proceeds from senior notes

 

 

300,000

 

 

 —

 

Borrowings under revolving credit facility

 

 

46,600

 

 

46,000

 

Repayments under revolving credit facility

 

 

(349,600)

 

 

(45,300)

 

Deferred issuance costs

 

 

(7,366)

 

 

(5,068)

 

Settlement of tax withholdings on equity-based compensation

 

 

(341)

 

 

(382)

 

Distributions paid to unitholders

 

 

(16,063)

 

 

(14,087)

 

Contribution of cash by TransMontaigne GP

 

 

18

 

 

22

 

Net cash used in financing activities

 

 

(26,752)

 

 

(18,815)

 

Increase in cash and cash equivalents

 

 

14

 

 

48

 

Cash and cash equivalents at beginning of period

 

 

923

 

 

593

 

Cash and cash equivalents at end of period

 

$

937

 

$

641

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

Cash paid for interest

 

$

4,366

 

$

2,217

 

Property, plant and equipment acquired with accounts payable

 

$

2,752

 

$

7,515

 

 

See accompanying notes to consolidated financial statements (unaudited).

 

 

8


 

Table of Contents

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,” “the Partnership”) was formed in February 2005 as a Delaware limited partnership. 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 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 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”). 

 (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. 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, 2018 and December 31, 2017 and our results of operations for the three months ended March 31, 2018 and 2017. 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: business combination estimates and assumptions, 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

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 18 of Notes to consolidated financial statements).

9


 

Table of Contents

TransMontaigne Partners L.P. and subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

The adoption of ASC 606 did not result in changes to our accounting for trade accounts receivable (see Note 4 of the Notes to the consolidated financial statements), contract assets or contract liabilities. Contract assets primarily relate to our rights to consideration from completed performance obligations but not billable at the reporting date. 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 March 31, 2018, 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. 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 10 of the Notes to the consolidated financial statements). Long-term contract liabilities include deferred revenue related to ethanol blending fees and other projects (See Note 11 of Notes to the consolidated financial statements).

We generate revenue from terminaling services fees, pipeline transportation fees and management fees. Under ASC 606, 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. A performance obligation is a promise in a contract to transfer goods or services to the 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 guidance other than ASC 606. 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. The majority of our firm commitments under our terminaling services agreements are accounted for in accordance with ASC 840, Leases (“”ASC 840 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 injection fees based on the volume of product injected with additive compounds, net product gained resulting from differences in measurement of product volumes received and distributed at our terminaling facilities, services including heating and mixing of stored product, butane blending and volumes of product throughput that exceed the contractually established minimum volumes. The revenue generated by these services is primarily considered optional purchases to acquire additional services or variable consideration that 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. Ancillary revenue is recognized as ASC 606 revenue.

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. For the three months ended March 31, 2018, pipeline transportation revenue is primarily accounted for as ASC 840 revenue.

10


 

Table of Contents

TransMontaigne Partners L.P. and subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

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 also currently manage and operate for an affiliate of PEMEX, Mexico’s state-owned petroleum company, a bi-directional products pipeline connected to our Brownsville terminal facility and receive a management fee. 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. Management fee revenue is recognized at individual points in time as the services are performed or as the costs are incurred. This revenue is primarily accounted for as ASC 606 revenue. 

 (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 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 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.

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TransMontaigne Partners L.P. and subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

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.

In connection with our previous acquisitions of certain terminals from TransMontaigne LLC, a wholly owned subsidiary of NGL Energy Partners LP and the previous owner of our general partner, 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 the 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 Partnership. 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 of TransMontaigne LLC to us remain in place and were not affected by ArcLight’s acquisition of our general partner on February 1, 2016.    

(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 (see Note 14 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 (see Notes 5 and 9 of Notes to consolidated financial statements). Changes in the fair value of our derivative instruments are recognized in earnings.

At March 31, 2018 and December 31, 2017, our derivative instruments were limited to interest rate swap agreements with an aggregate notional amount of $50.0 million and $125.0 million, respectively. At March 31, 2018 the remaining derivative instrument expires March 11, 2019. Pursuant to the terms of the interest rate swap agreements, we paid a blended fixed rate of approximately 0.97% and 1.01% for the three months ended March 31, 2018 and 2017,

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Notes to consolidated financial statements (unaudited) (continued)

respectively, and received 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.

(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 through to our 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 calculated under the two-class method and accordingly 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. 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 the 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)   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 Partnership has no components of comprehensive income other than net earnings, no statement of comprehensive income has been presented.

(n) Recent accounting pronouncements

Effective January 1, 2018 we adopted ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipt and Cash Payments. This ASU requires changes in the presentation of certain items, including but not limited to debt prepayment or debt extinguishment costs; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies and distributions received from equity method investees. The adoption of this ASU did not have a material impact on our unaudited consolidated 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. Additionally, we are in the process of evaluating and designing the necessary changes to our business processes, systems and controls to support recognition and disclosure under the new standard.

 

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TransMontaigne Partners L.P. and subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

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. 

(2) TRANSACTIONS WITH AFFILIATES

Third Amended and Restated Omnibus Agreement.    Since the inception of the Partnership in 2005 we have been party to an omnibus agreement with the owner of our general partner, which agreement has been amended and restated from time to time.  The omnibus agreement provides for the provision of various services for our benefit. The fees payable under the omnibus agreement to the owner of our general partner are comprised of (i) the reimbursement of the direct operating costs and expenses, such as salaries and benefits of operational personnel performing services on site at our terminals and pipelines, which we refer to as on-site employees, (ii) bonus awards to key personnel who perform services for the Partnership, which are typically paid in the Partnership’s units and are subject to the approval by the compensation committee and the conflicts committee of our general partner, and (iii) the administrative fee for the provision of various general and administrative services for the Partnership’s benefit such as legal, accounting, treasury, insurance administration and claims processing, information technology, human resources, credit, payroll, taxes, engineering, environmental safety and occupational health (ESOH) and other corporate services, to the extent such services are not outsourced by the Partnership. The administrative fee is recognized as a component of general and administrative expenses and for the three months ended March 31, 2018 and 2017 was approximately $3.4 million and $2.9 million, respectively.

In accordance with the Second Amended and Restated  Omnibus Agreement and the prior versions thereto, if we acquired or constructed additional facilities, the owner of our general partner may propose a revised administrative fee covering the provision of services for such additional facilities, subject to the approval by the conflicts committee of our general partner. In connection with our previously discussed Phase II buildout at our Collins terminal, the expansion of our Brownsville terminal and pipeline operations and the December 2017 acquisition of the West Coast terminals, on May 7, 2018, the Partnership, with the concurrence of the conflicts committee of our general partner, agreed to an annual increase in the aggregate fees payable to the owner of the general partner under the omnibus agreement of $3.6 million beginning May 13, 2018. 

To effectuate this $3.6 million annual increase in the aggregate fees payable to the owner of the general partner, on May 7, 2018 the Partnership, with the concurrence of the conflicts committee of our general partner, entered into the Third Amended and Restated Omnibus Agreement by and among the Partnership, our general partner, TransMontaigne Operating GP L.L.C., TransMontaigne Operating Company L.P., Gulf TLP Holdings, LLC, and TLP Management Services LLC. The effect of the change to the omnibus agreement is to allow the Partnership to assume the costs and expenses of personnel performing engineering and ESOH services for and on behalf of the Partnership and to receive an equal and offsetting decrease in the administrative fee. These costs and expenses are expected to approximate $8.9 million in 2018. We expect that a significant portion of the assumed engineering costs will be capitalized under generally accepted accounting principles. 

Prior to the $3.6 million annual increase and the effective date of the Third Amended and Restated Omnibus Agreement, the annual administrative fee was approximately $13.7 million and included the costs and expenses of the personnel performing engineering and ESOH services. Subsequent to the $3.6 million annual increase and the effective date of the Third Amended and Restated Omnibus Agreement, the annual administrative fee will be approximately $8.4 million and the Partnership will bear the approximately $8.9 million costs and expenses of the personnel performing engineering and ESOH services for and on behalf of the Partnership.  

The administrative fee under the Third Amended and Restated Omnibus Agreement is subject to an increase each calendar year tied to an increase in the consumer price index, if any, plus two percent. If we acquire or construct additional facilities, the owner of our general partner may propose a revised administrative fee covering the provision of services for such additional facilities, subject to approval by the conflicts committee of our general partner.

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TransMontaigne Partners L.P. and subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

We do not directly employ any of the persons responsible for managing our business.  We are managed by our general partner, and all of the officers of our general partner and employees who provide services to the Partnership are employed by TLP Management Services, a wholly owned subsidiary of ArcLight.  TLP Management Services provides payroll and maintains all employee benefits programs on behalf of our general partner and the Partnership pursuant to the omnibus agreement.  The omnibus agreement will continue in effect until the earlier of (i) ArcLight 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. 

Operations and reimbursement agreement—Frontera.  We have a 50% ownership interest in the Frontera Brownsville LLC joint venture, or (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 $1.5 million and $1.4 million for the three months ended March 31, 2018 and 2017, respectively.

Terminaling services agreements—Brownsville terminals. We have terminaling services agreements with Frontera relating to our Brownsville, Texas facility that will expire in June 2019 and June 2020, subject to automatic renewals unless terminated by either party upon 90 days’ and 180 days’ prior notice, respectively. 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 $0.6 million and $0.3 million for the three months ended March 31, 2018 and 2017, respectively.

Terminaling services agreement—Gulf Coast terminals. Associated Asphalt Marketing, LLC is a wholly-owned indirect subsidiary of ArcLight. In January 2018, we entered into a terminaling services agreement with Associated Asphalt Marketing, LLC relating to our Gulf Coast terminals that 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 previously contracted to a third party. We recognized revenue related to this agreement of approximately $2.2 million and  $nil for the three months ended March 31, 2018 and 2017, respectively.

(3) BUSINESS COMBINATION, TERMINAL ACQUISITION AND DISPOSITION

On December 15, 2017, we acquired the West Coast terminals from a third party for a total purchase price of $276.8 million. The West Coast terminals consist of two waterborne refined product and crude oil terminals located in the San Francisco Bay Area refining complex including a total of 64 storage tanks with approximately 5.0 million barrels of active storage capacity. The West Coast terminals have access to domestic and international crude oil and refined products markets through marine, pipeline, truck and rail logistics capabilities. The accompanying consolidated financial statements include the assets, liabilities and results of operations of the West Coast terminals from December 15, 2017.

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Notes to consolidated financial statements (unaudited) (continued)

The purchase price and final assessment of the fair value of the assets acquired and liabilities assumed in the business combination were as follows (in thousands):

 

 

 

 

Other current assets

    

$

1,037

Property, plant and equipment

 

 

228,000

Goodwill

 

 

943

Customer relationships

 

 

47,000

Total assets acquired

 

 

276,980

Environmental obligation

 

 

220

Total liabilities assumed

 

 

220

Allocated purchase price

 

$

276,760

 

Goodwill represents the excess of the consideration paid for the acquired business over the fair value of the individual assets acquired, net of liabilities assumed. Goodwill represents the premium we paid to acquire the skilled workforce.

 

On February 20, 2018 we closed on the purchase of certain assets from a third party. Concurrently we sold these assets to another third party for cash proceeds equal to our purchase price plus expenses.

 

(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, 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 ASC 606 revenue in accordance with ASC 606 approximates $3.4 million at March 31, 2018. We maintain allowances for potentially uncollectible accounts receivable.

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

 

 

 

 

 

 

 

 

 

    

March 31,

    

December 31,

 

 

 

2018

 

2017

 

Trade accounts receivable

 

$

11,625

 

$

11,128

 

Less allowance for doubtful accounts

 

 

(109)

 

 

(111)

 

 

 

$

11,516

 

$

11,017

 

 

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,

 

 

    

2018

    

2017

 

NGL Energy Partners LP

 

22

%  

26

%

Castleton Commodities International LLC

 

11

%  

13

%

RaceTrac Petroleum Inc.

 

11

%  

 12

%

 

 

 

 

 

 

 

 

 

 

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Notes to consolidated financial statements (unaudited) (continued)

(5) OTHER CURRENT ASSETS

Other current assets are as follows (in thousands):

 

 

 

 

 

 

 

 

 

    

March 31,

    

December 31,

 

 

 

2018

 

2017

 

Prepaid insurance

 

$

3,997

 

$

4,151

 

Amounts due from insurance companies

 

 

1,933

 

 

1,981

 

Additive detergent

 

 

1,730

 

 

1,715

 

Unrealized gain on derivative instrument

 

 

534

 

 

 —

 

Deposits and other assets

 

 

4,151

 

 

12,807

 

 

 

$

12,345

 

$

20,654

 

 

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, 2018 and December 31, 2017, we have recognized amounts due from insurance companies of approximately $1.9 million and $2.0 million, respectively, representing our best estimate of our probable insurance recoveries. During the three months ended March 31, 2018, we received reimbursements from insurance companies of approximately $0.1 million.

Deposits and other assets.  At December 31, 2017, Deposits and other assets includes a deposit of approximately $10.2 million paid during the fourth quarter 2017 related to expansion opportunities that closed in the first quarter of 2018 (See Note 3 of Notes to consolidated financial statements).

(6) PROPERTY, PLANT AND EQUIPMENT, NET

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

 

 

 

 

 

 

 

 

 

    

March 31,

    

December 31,

 

 

 

2018

 

2017

 

Land

 

$

83,451

 

$

83,310

 

Terminals, pipelines and equipment

 

 

889,608

 

 

885,429

 

Furniture, fixtures and equipment

 

 

4,515

 

 

4,430

 

Construction in progress

 

 

23,216

 

 

21,575

 

 

 

 

1,000,790

 

 

994,744

 

Less accumulated depreciation

 

 

(350,753)

 

 

(339,691)

 

 

 

$

650,037

 

$

655,053

 

 

 

 

(7) GOODWILL

Goodwill is as follows (in thousands):

 

 

 

 

 

 

 

 

 

    

March 31,

    

December 31,

 

 

 

2018

 

2017

 

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 operating segments (see Note 19 of Notes to consolidated financial statements). The fair value of each

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Notes to consolidated financial statements (unaudited) (continued)

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, 2018 and December 31, 2017, our Brownsville and West Coast terminals contained goodwill. We did not recognize any goodwill impairment charges during the three months ended March 31, 2018 or during the year ended December 31, 2017 for these reporting units. 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 or West Coast terminals could result in the recognition of an impairment charge in the future.

(8) INVESTMENTS IN UNCONSOLIDATED AFFILIATES

At March 31, 2018 and December 31, 2017, 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 1.5 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)

 

 

 

 

March 31,

 

December 31,

 

 

March 31,

 

December 31,

 

 

 

    

2018

    

2017

    

 

2018

    

2017

 

 

BOSTCO

 

42.5

%  

42.5

%  

 

$

209,270

 

$

209,373

 

 

Frontera

 

50

%  

50

%  

 

 

24,760

 

 

23,808

 

 

Total investments in unconsolidated affiliates

 

 

 

 

 

 

$

234,030

 

$

233,181

 

 

 

At both March 31, 2018 and December 31, 2017,  our investment in BOSTCO includes approximately $7.0 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 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 

 

 

March 31,

 

    

2018

    

2017

BOSTCO

 

$

1,991

 

$

1,706

Frontera

 

 

898

 

 

854

Total earnings from investments in unconsolidated affiliates

 

$

2,889

 

$

2,560

 

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Notes to consolidated financial statements (unaudited) (continued)

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

 

 

 

 

 

 

 

 

    

Three months ended 

 

 

March 31,

 

    

2018

    

2017

BOSTCO

 

$

 —

 

$

 —

Frontera

 

 

1,150

 

 

2,000

Additional capital investments in unconsolidated affiliates

 

$

1,150

 

$

2,000

 

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

 

 

 

 

 

 

 

 

    

Three months ended 

 

 

March 31,

 

    

2018

    

2017

BOSTCO

 

$

2,094

 

$

3,079

Frontera

 

 

1,096

 

 

1,270

Cash distributions received from unconsolidated affiliates

 

$

3,190

 

$

4,349

 

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

Balance sheets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BOSTCO

 

Frontera

 

 

March 31,

 

December 31,

 

March 31,

 

December 31,

 

    

2018

    

2017

    

2018

    

2017

Current assets

 

$

19,757

 

$

24,976

 

$

6,553

 

$

5,649

Long-term assets

 

 

464,219

 

 

469,348

 

 

45,114

 

 

44,292

Current liabilities

 

 

(7,418)

 

 

(17,550)

 

 

(1,992)

 

 

(2,147)

Long-term liabilities

 

 

(1,315)

 

 

 —

 

 

(155)

 

 

(178)

Net assets

 

$

475,243

 

$

476,774

 

$

49,520

 

$

47,616

 

Statements of operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BOSTCO

 

Frontera

 

 

Three months ended 

 

Three months ended 

 

 

March 31,

 

March 31,

 

    

2018

    

2017

    

2018

    

2017

Revenue

 

$

16,827

 

$

16,630

 

$

5,912

 

$

5,393

Expenses

 

 

(12,549)

 

 

(12,238)

 

 

(4,116)

 

 

(3,685)

Net earnings

 

$

4,278

 

$

4,392

 

$

1,796

 

$

1,708

 

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Notes to consolidated financial statements (unaudited) (continued)

(9) OTHER ASSETS, NET

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

 

 

 

 

 

 

 

 

 

    

March 31,

    

December 31,

 

 

 

2018

 

2017

 

Customer relationships, net of accumulated amortization of $3,041 and $2,294, respectively

 

$

46,389

 

$

47,136

 

Revolving credit facility unamortized deferred issuance costs, net of accumulated amortization of $6,383 and $5,984, respectively

 

 

6,435

 

 

6,778

 

Amounts due under long-term terminaling services agreements

 

 

407

 

 

460

 

Unrealized gain on derivative instruments

 

 

 —

 

 

576

 

Deposits and other assets

 

 

291

 

 

288

 

 

 

$

53,522

 

$

55,238

 

 

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 the minimum payments under the long‑term terminaling services agreements on a straight‑line basis over the terms of the respective agreements. At March 31, 2018 and December 31, 2017, 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 $0.4 million and $0.5 million, respectively.

(10) ACCRUED LIABILITIES

Accrued liabilities are as follows (in thousands):

 

 

 

 

 

 

 

 

 

    

March 31,

    

December 31,

 

 

 

2018

 

2017

 

Customer advances and deposits

 

$

6,565

 

$

10,265

 

Accrued property taxes

 

 

2,348

 

 

1,381

 

Accrued environmental obligations

 

 

1,903

 

 

1,855

 

Interest payable

 

 

3,036

 

 

982

 

Accrued expenses and other

 

 

3,801

 

 

2,943

 

 

 

$

17,653

 

$

17,426

 

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, 2018, approximately $0.6 million is considered contract liabilities under ASC 606. Revenue recognized during the three months ended March 31, 2018 from amounts included in contract liabilities at the beginning of the period was approximately $0.5 million. At March 31, 2018 and December 31, 2017, we have billed and collected from certain of our customers approximately $6.6 million and $10.3 million, respectively, in advance of the terminaling services being provided.

Accrued environmental obligations.  At both March 31, 2018 and December 31, 2017, we have accrued environmental obligations of approximately $1.9 million, representing our best estimate of our remediation obligations. During the three months ended March 31, 2018, we made payments of approximately $0.1 million towards our environmental remediation obligations. During the three months ended March 31, 2018, we increased our estimate of our

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Notes to consolidated financial statements (unaudited) (continued)

future environmental remediation costs by approximately $0.2 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.

(11) OTHER LIABILITIES

Other liabilities are as follows (in thousands):

 

 

 

 

 

 

 

 

 

    

March 31,

    

December 31,

 

 

 

2018

 

2017

 

Advance payments received under long-term terminaling services agreements

 

$

1,574

 

$

1,599

 

Deferred revenue—ethanol blending fees and other projects

 

 

2,347

 

 

2,034

 

 

 

$

3,921

 

$

3,633

 

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 both March 31, 2018 and December 31, 2017, we have received advance minimum payments in excess of revenue recognized under these long‑term terminaling services agreements resulting in a liability of approximately $1.6 million.

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, 2018 and December 31, 2017, we have unamortized deferred revenue for completed projects of approximately $2.3 million and $2.0 million, respectively. During the three months ended March 31, 2018 and 2017, we recognized revenue for completed projects on a straight‑line basis of approximately $0.2 million and $0.1 million, respectively. At March 31, 2018, approximately $0.5 million is considered contract liabilities under ASC 606. Revenue recognized during the three months ended March 31, 2018 from amounts included in contract liabilities at the beginning of the period was approximately $0.2 million. 

(12) LONG‑TERM DEBT

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

 

 

 

 

 

 

 

 

 

 

    

March 31,

    

December 31,

 

 

 

2018

 

2017

 

Revolving credit facility due in 2022

 

$

290,200

 

$

593,200

 

6.125% senior notes due in 2026

 

 

300,000

 

 

 —

 

Senior notes unamortized deferred issuance costs, net of accumulated amortization of $103 and $nil, respectively

 

 

(7,823)

 

 

 —

 

 

 

$

582,377

 

$

593,200

 

 

On February 12, 2018, the Partnership and TLP Finance Corp., our wholly owned subsidiary, completed the sale of $300 million of 6.125% senior notes, issued at par and due 2026. The senior notes were guaranteed on a senior unsecured basis by each of our wholly owned subsidiaries that guarantee obligations under our revolving credit facility. Net proceeds after $7.9 million of issuance costs, were used to repay indebtedness under our revolving credit facility. 

Our senior secured revolving credit facility, or 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 partnership agreement. We may make acquisitions and investments that meet the definition of “permitted acquisitions”; “other investments” which may not

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Notes to consolidated financial statements (unaudited) (continued)

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 in March 2022. We were in compliance with all financial covenants as of and during the three months ended March 31, 2018 and the year ended December 31, 2017.  

 

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 three months ended March 31, 2018 and 2017, the weighted average interest rate on borrowings under our revolving credit facility was approximately 4.6% and 3.3%, respectively. At March 31, 2018 and December 31, 2017, our outstanding borrowings under our revolving credit facility were $290.2 million and $593.2 million, respectively. At both March 31, 2018 and December 31, 2017 our outstanding letters of credit were $0.4 million.

We have an effective universal shelf‑registration statement and prospectus on Form S‑3 with the Securities and Exchange Commission (“SEC”) that expires in September 2019. In February 2018, we and TLP Finance Corp., our 100% owned subsidiary, used the shelf registration statement to issue senior notes that were guaranteed on a senior unsecured basis by each of our 100% owned subsidiaries that guarantee obligations under our revolving credit facility. In the future, we may issue additional debt or equity securities pursuant to that registration statement. TransMontaigne Partners L.P. 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 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 any future debt securities we issue. We expect that any guarantees associated with future debt securities 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 SEC.

(13) PARTNERS’ EQUITY

The number of units outstanding is as follows:

 

 

 

 

 

 

 

    

 

    

General

 

 

 

Common

 

partner

 

 

 

units

 

equivalent units

 

Units outstanding at December 31, 2017

 

16,177,353

 

330,150

 

Issuance of common units pursuant to our savings and retention program

 

23,132

 

 —

 

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

 

 —

 

463

 

Units outstanding at March 31, 2018

 

16,200,485

 

330,613

 

 

 

(14) EQUITY-BASED COMPENSATION

Long-term incentive plan.  The TLP Management Services long-term incentive 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

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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 TLP Management Services long-term incentive plan are registered pursuant to a registration statement on Form S-8.

The TLP Management Services long‑term incentive plan is administered by the compensation committee of the board of directors of our general partner and is used for grants of units to the independent directors of our general partner. The grants to the independent directors of our general partner under the TLP Management Services long-term incentive plan are immediately vested and not subject to forfeiture. Accordingly, there are no long-term incentive plan grants outstanding as of March 31, 2018.

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. 

For awards to the independent directors of our general partner, equity-based compensation of approximately $68,000 is included in equity-based compensation expense for both the three months ended March 31, 2018 and 2017.

Savings and retention program. TLP Management Services savings and retention program is intended to constitute a program under, and be subject to, the TLP Management Services long-term incentive plan described above. The savings and retention program is used for awards to employees of TLP Management Services who provide services to the Partnership.

The restricted phantom units awarded and accrued under the savings and retention program are subject to forfeiture until the vesting date. 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 program do not have voting rights.

The purpose of the savings and retention program 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 program 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 Partnership, our general partner or TLP Management Services, as specified in the program.

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 TLP Management Services or any of its affiliates or predecessors, or (c) age fifty and twenty years of service as an employee of TLP Management Services or any of its affiliates or predecessors.

Under the omnibus agreement we have agreed to reimburse the owner of TransMontaigne GP for bonus awards made to key employees under the savings and retention program, provided the compensation committee and the conflicts committee of our general partner approve the annual awards granted under the program (see Note 2 of the Notes to consolidated financial statements). We have the option to provide the reimbursement in either a cash payment or the delivery of our common units to the savings and retention program or alternatively directly to the award recipients, with the reimbursement made in accordance with the underlying vesting and payment schedule of the savings and retention program. Our reimbursement for the bonus awards 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 bonus awards in our common units, and accordingly, we account for the bonus awards as an equity award.

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Notes to consolidated financial statements (unaudited) (continued)

Given that we do not have any employees to provide corporate and support services and instead we contract for such services under the omnibus agreement, generally accepted accounting principles require us to classify the savings and retention program awards 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. As of March 31, 2018, there was approximately $2.5 million of total unrecognized equity-based compensation expense related to unvested restricted phantom units, which is expected to be recognized over the remaining weighted average period of 1.26 years.

For bonus awards to employees of TLP Management Services, approximately $1.9 million and $1.7 million is included in equity-based compensation expense for the three months ended March 31, 2018 and 2017, respectively.

Activity related to our equity-based awards granted under the savings and retention program for services performed under the omnibus agreement for the three months ended March 31, 2018 is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Weighted

    

 

    

Weighted

 

 

 

 

 

average

 

 

 

average

 

 

 

Vested

 

price

 

Unvested

 

price

 

Restricted phantom units outstanding at December 31, 2017

 

91,877

 

$

38.91

 

54,244

 

$

38.81

 

Issuance of units

 

(23,132)

 

$

39.58

 

 —

 

$

 —

 

Units withheld for settlement of withholding taxes

 

(7,980)

 

$

39.58

 

 —

 

$

 —

 

Unit accrual for distributions paid

 

1,306

 

$

38.64

 

986

 

$

38.64

 

Vesting of units

 

18,970

 

$

36.61

 

(18,970)

 

$

36.61

 

Grant of units

 

46,362

 

$

35.23

 

33,097

 

$

35.23

 

Restricted phantom units outstanding at March 31, 2018

 

127,403

 

$

37.49

 

69,357

 

$

38.18

 

Vested and expected to vest at March 31, 2018

 

196,760

 

$

37.74

 

 

 

 

 

 

 

 

(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, except per unit amounts):