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EX-32.2 - EX-32.2 - TransMontaigne Partners LLCtlp-20200331ex322e15598.htm
EX-32.1 - EX-32.1 - TransMontaigne Partners LLCtlp-20200331ex321e65810.htm
EX-31.2 - EX-31.2 - TransMontaigne Partners LLCtlp-20200331ex31298ab6f.htm
EX-31.1 - EX-31.1 - TransMontaigne Partners LLCtlp-20200331ex31171f004.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, 2020

OR

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

 

Commission File Number: 001‑32505

TRANSMONTAIGNE PARTNERS LLC

(Exact name of registrant as specified in its charter)

 

 

Delaware
(State or other jurisdiction of
incorporation or organization)

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

 

1670 Broadway

Suite 3100

Denver, Colorado 80202

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

(303) 626‑8200

(Telephone number, including area code)


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

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

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

 

 

 

 

Large accelerated filer ☐

Non‑accelerated filer ☒

Accelerated filer ☐


Smaller reporting company

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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

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

Title of each class

    

Trading Symbol(s)

    

Name of each exchange on which registered

 

 

 

 

 

 

As of March 31, 2020, the registrant has no common units outstanding.

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

DOCUMENTS INCORPORATED BY REFERENCE

None.

 

 

 

 

TABLE OF CONTENTS

 

 

 

    

Page No.

 

Part I. Financial Information 

 

Item 1. 

 

Unaudited Consolidated Financial Statements

 

4

 

 

 

Consolidated balance sheets as of March 31, 2020 and December 31, 2019

 

5

 

 

 

Consolidated statements of operations for the three months ended March 31, 2020 and 2019

 

6

 

 

 

Consolidated statements of equity for the three months ended March 31, 2020 and 2019

 

7

 

 

 

Consolidated statements of cash flows for the three months ended March 31, 2020 and 2019

 

8

 

 

 

Notes to consolidated financial statements

 

9

 

Item 2. 

 

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

 

30

 

Item 3. 

 

Quantitative and Qualitative Disclosures about Market Risk

 

38

 

Item 4. 

 

Controls and Procedures

 

39

 

 

 

 

 

 

 

Part II. Other Information 

 

Item 1. 

 

Legal Proceedings

 

39

 

Item 1A. 

 

Risk Factors

 

40

 

Item 6. 

 

Exhibits

 

41

 

 

 

Signatures

 

42

 

 

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 in this Quarterly Report under the heading “Item 1A. Risk Factors”, and under the heading “Item 1A. Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2019 and the risk factors and other cautionary statements contained in our other filings with the United States Securities and Exchange Commission.  

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

·

our ability to successfully implement our business strategy;

·

competitive conditions in our industry;

·

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

·

pending legal or environmental matters;

·

costs of conducting our operations;

·

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

·

general economic conditions;

·

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

·

the price and availability of financing;

·

large customer defaults; 

·

interest rates;

·

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

·

uncertainty regarding our future operating results;

·

effects of existing and future laws and governmental regulations;

·

the effects of future litigation;

·

plans, objectives, expectations and intentions contained in this Quarterly Report that are not historical; and

·

the ongoing pandemic involving COVID-19.

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.

 

3

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.

Part I. Financial Information

ITEM 1.  UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The interim unaudited consolidated financial statements of TransMontaigne Partners LLC as of and for the three months ended March 31, 2020 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, 2019, 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 13, 2020 with the Securities and Exchange Commission (File No. 001‑32505).

TransMontaigne Partners LLC is a holding company with the following 100% owned operating subsidiaries during the three months ended March 31, 2020:

·

TransMontaigne Operating GP L.L.C.

·

TransMontaigne Operating Company L.P.

·

TransMontaigne Terminals L.L.C.

·

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

·

TPSI Terminals L.L.C.

·

TLP Finance Corp.

·

TLP Operating Finance Corp.

·

TPME L.L.C.

·

TLP Management Services LLC

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

 

4

TransMontaigne Partners LLC and subsidiaries

Consolidated balance sheets (unaudited)

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

    

March 31,

    

December 31,

 

 

 

2020

 

2019

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

3,440

 

$

1,090

 

Trade accounts receivable, net

 

 

11,291

 

 

16,500

 

Due from affiliates

 

 

2,754

 

 

2,882

 

Other current assets

 

 

9,838

 

 

6,346

 

Total current assets

 

 

27,323

 

 

26,818

 

Property, plant and equipment, net

 

 

727,290

 

 

727,220

 

Goodwill

 

 

9,428

 

 

9,428

 

Investments in unconsolidated affiliates

 

 

228,352

 

 

225,425

 

Right-of-use assets, operating leases

 

 

35,254

 

 

35,765

 

Other assets, net

 

 

46,416

 

 

47,397

 

 

 

$

1,074,063

 

$

1,072,053

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Trade accounts payable

 

$

27,006

 

$

24,650

 

Operating lease liabilities

 

 

3,027

 

 

3,001

 

Accrued liabilities

 

 

26,242

 

 

36,558

 

Total current liabilities

 

 

56,275

 

 

64,209

 

 Other liabilities

 

 

5,429

 

 

4,990

 

Long-term operating lease liabilities

 

 

34,041

 

 

34,605

 

Long-term debt

 

 

655,381

 

 

644,162

 

Total liabilities

 

 

751,126

 

 

747,966

 

Commitments and contingencies (Note 13)

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

Member interest

 

 

322,937

 

 

324,087

 

Total equity

 

 

322,937

 

 

324,087

 

 

 

$

1,074,063

 

$

1,072,053

 

 

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

5

TransMontaigne Partners LLC and subsidiaries

Consolidated statements of operations (unaudited)

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

Three months ended 

 

 

 

 

March 31,

 

 

 

    

2020

    

2019

 

 

Revenue:

 

 

 

 

 

 

 

 

External customers

 

$

61,669

 

$

53,767

 

 

Affiliates

 

 

7,172

 

 

7,501

 

 

Total revenue

 

 

68,841

 

 

61,268

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

Operating

 

 

(26,637)

 

 

(25,325)

 

 

General and administrative expenses

 

 

(6,317)

 

 

(8,164)

 

 

Insurance expenses

 

 

(1,208)

 

 

(1,361)

 

 

Deferred compensation expense

 

 

(911)

 

 

(799)

 

 

Depreciation and amortization

 

 

(13,641)

 

 

(12,652)

 

 

Total costs and expenses

 

 

(48,714)

 

 

(48,301)

 

 

Earnings from unconsolidated affiliates

 

 

2,153

 

 

1,140

 

 

Operating income

 

 

22,280

 

 

14,107

 

 

Other expenses:

 

 

 

 

 

 

 

 

Interest expense

 

 

(9,214)

 

 

(8,842)

 

 

Amortization of deferred debt issuance costs

 

 

(643)

 

 

(750)

 

 

Total other expenses

 

 

(9,857)

 

 

(9,592)

 

 

Net earnings

 

$

12,423

 

$

4,515

 

 

 

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

6

TransMontaigne Partners LLC and subsidiaries

Consolidated statements of equity (unaudited)

 (Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

General

    

 

    

 

 

 

 

Common

 

partner

 

Member

 

 

 

 

 

units

 

interest

 

interest

 

Total

 

Balance January 1, 2019

 

$

285,095

 

$

53,490

 

$

 —

 

$

338,585

 

Distributions to unitholders

 

 

(13,064)

 

 

(4,186)

 

 

 —

 

 

(17,250)

 

Equity-based compensation

 

 

45

 

 

 

 

 

 

45

 

Purchase of common units and conversion to member interest

 

 

(279,895)

 

 

(51,978)

 

 

331,873

 

 

 —

 

Reclassification of outstanding equity-based compensation to liability

 

 

 —

 

 

 

 

(3,346)

 

 

(3,346)

 

Contribution from TLP Holdings

 

 

4,829

 

 

 —

 

 

 —

 

 

4,829

 

Net earnings for three months ended March 31, 2019

 

 

2,990

 

 

2,674

 

 

(1,149)

 

 

4,515

 

Balance March 31, 2019

 

$

 —

 

$

 —

 

$

327,378

 

$

327,378

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance January 1, 2020

 

$

 —

 

$

 —

 

$

324,087

 

$

324,087

 

Contribution from TLP Holdings

 

 

 —

 

 

 —

 

 

112

 

 

112

 

Distributions to TLP Finance

 

 

 —

 

 

 —

 

 

(13,685)

 

 

(13,685)

 

Net earnings for three months ended March 31, 2020

 

 

 —

 

 

 —

 

 

12,423

 

 

12,423

 

Balance March 31, 2020

 

$

 —

 

$

 —

 

$

322,937

 

$

322,937

 

 

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

7

TransMontaigne Partners LLC and subsidiaries

Consolidated statements of cash flows (unaudited) 

(In thousands)

 

 

 

 

 

 

 

 

    

Three months ended 

 

 

March 31,

 

    

2020

    

2019

Cash flows from operating activities:

 

 

 

 

 

 

Net earnings

 

$

12,423

 

$

4,515

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

 

 

 

 

 

 

Depreciation and amortization

 

 

13,641

 

 

12,652

Earnings from unconsolidated affiliates

 

 

(2,153)

 

 

(1,140)

Distributions from unconsolidated affiliates

 

 

1,891

 

 

2,913

Equity-based compensation

 

 

 

 

45

Amortization of deferred debt issuance costs

 

 

643

 

 

750

Amortization of deferred revenue

 

 

(33)

 

 

(27)

Unrealized loss on derivative instruments

 

 

272

 

 

143

Changes in operating assets and liabilities:

 

 

 

 

 

 

Trade accounts receivable, net

 

 

5,209

 

 

(2,543)

Due from affiliates

 

 

128

 

 

(427)

Other current assets

 

 

(3,492)

 

 

(2,501)

Amounts due under long-term terminaling services agreements, net

 

 

473

 

 

422

Right-of-use assets, operating leases

 

 

639

 

 

594

Deposits

 

 

 6

 

 

10

Other assets, net

 

 

(41)

 

 

184

Trade accounts payable

 

 

460

 

 

818

Accrued liabilities

 

 

(10,588)

 

 

(7,125)

Operating lease liabilities

 

 

(666)

 

 

(755)

Net cash provided by operating activities

 

 

18,812

 

 

8,528

Cash flows from investing activities:

 

 

 

 

 

 

Investments in unconsolidated affiliates

 

 

 —

 

 

(225)

Capital expenditures

 

 

(13,889)

 

 

(30,342)

Net cash used in investing activities

 

 

(13,889)

 

 

(30,567)

Cash flows from financing activities:

 

 

 

 

 

 

Borrowings under revolving credit facility

 

 

52,700

 

 

57,200

Repayments under revolving credit facility

 

 

(41,700)

 

 

(23,400)

Distributions paid to unitholders

 

 

 —

 

 

(17,250)

Distributions to TLP Finance

 

 

(13,685)

 

 

 —

Contributions from TLP Holdings

 

 

112

 

 

4,829

Net cash provided by (used in) financing activities

 

 

(2,573)

 

 

21,379

Increase (decrease) in cash and cash equivalents

 

 

2,350

 

 

(660)

Cash and cash equivalents at beginning of period

 

 

1,090

 

 

1,026

Cash and cash equivalents at end of period

 

$

3,440

 

$

366

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

Cash paid for interest

 

$

13,588

 

$

13,210

Property, plant and equipment acquired with accounts payable

 

$

16,105

 

$

10,454

Non-cash investments in unconsolidated affiliates

 

$

2,665

 

$

 —

 

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

 

 

8

Table of Contents

TransMontaigne Partners LLC and Subsidiaries

Notes to consolidated financial statements (unaudited)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Nature of business

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

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

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

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

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

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Table of Contents

TransMontaigne Partners LLC and Subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

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

Following the TMS Contribution, the executive officers who provide services to the Company are employed by TransMontaigne Management Company, LLC (“TMC”), a wholly owned subsidiary of ArcLight, which also provides services to certain other ArcLight affiliates.  As a result, we do not directly employ any of the persons responsible for the executive management of our business.  Nonetheless, TMS continues to provide certain payroll functions and maintains all employee benefits programs on behalf of TMC, pursuant to a services agreement between TMC and TMS.

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

 

 

 

 

 

Cash

    

$

694

Trade accounts receivable

 

 

 7

Due from affiliates

 

 

456

Other current assets

 

 

456

Property, plant and equipment, net

 

 

991

  Other assets, net

 

 

484

Trade accounts payable

 

 

(1,205)

  Accrued and other liabilities

 

 

(3,025)

  Equity

 

$

(1,142)

 

 (b) Basis of presentation and use of estimates

Our accounting and financial reporting policies conform to accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounts of TransMontaigne Partners LLC and its controlled subsidiaries. Investments where we do not have the ability to exercise control, but do have the ability to exercise significant influence, are accounted for using the equity method of accounting. All inter‑company accounts and transactions have been eliminated in the preparation of the accompanying consolidated financial statements. The accompanying consolidated financial statements include all adjustments (consisting of normal and recurring accruals) considered necessary to present fairly our financial position as of March 31, 2020 and December 31, 2019 and our results of operations for the three months ended March 31, 2020 and 2019. Certain reclassifications of previously reported amounts have been made to conform to the current year presentation.

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

(c) Accounting for operations

Effective January 1, 2019, we adopted Accounting Standards Codification (“ASC”) Topic 842, Leases and the series of related Accounting Standards Updates that followed (collectively referred to as “ASC 842”). The most significant changes under the new guidance include clarification of the definition of a lease, and the requirements for lessees to recognize a right-of-use asset and a lease liability for all qualifying leases in the consolidated balance sheet. Further, under ASC 842, additional disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. We used the modified

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Table of Contents

TransMontaigne Partners LLC and Subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

retrospective transition method applied at the effective date of the standard. By electing this optional transition method, information prior to January 1, 2019 has not been restated and continues to be reported under the accounting standards in effect for the period (“ASC 840”) (See Note 13 of Notes to consolidated financial statements).

 

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

The adoption of ASC 606 did not result in changes to our accounting for trade accounts receivable (see Note 3 of Notes to consolidated financial statements), contract assets or contract liabilities. We recognize contract assets in situations where revenue recognition under ASC 606 occurs prior to billing the customer based on our rights under the contract. Contract assets are transferred to accounts receivable when the rights become unconditional. At March 31, 2020, we did not have any contract assets related to ASC 606.

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

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

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

 

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Notes to consolidated financial statements (unaudited) (continued)

Revenue recognized in excess of firm commitments and revenue recognized based solely on the volume of product distributed or injected are referred to as ancillary. The ancillary revenue associated with terminaling services include volumes of product throughput that exceed the contractually established minimum volumes, injection fees based on the volume of product injected with additive compounds, heating and mixing of stored products, product transfer, railcar handling, butane blending, proceeds from the sale of product gains, wharfage and vapor recovery. The revenue generated by these services is required to be estimated under ASC 606 for any uncertainty that is not resolved in the period of the service. We account for the majority of ancillary revenue at individual points in time when the services are delivered to the customer. The majority of our ancillary revenue is recognized in accordance with ASC 606.

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

Management fees. We manage and operate certain tank capacity at our Port Everglades South terminal for a major oil company and receive a reimbursement of its proportionate share of operating and maintenance costs. We manage and operate the Frontera joint venture and receive a management fee based on our costs incurred. We manage and operate terminals that are owned by affiliates of ArcLight, including for SeaPort Midstream Partners, LLC (“SMP”) in Seattle, Washington and Portland, Oregon and another terminal for SeaPort Sound Terminal, LLC (“SeaPort Sound”) in Tacoma, Washington and, in each case, receive a management fee based on our costs incurred plus an annual fee.  We also manage additional terminal facilities that are owned by affiliates of ArcLight, including Lucknow-Highspire Terminals, LLC (“LHT”), which operates terminals throughout Pennsylvania encompassing approximately 9.9 million barrels of storage capacity, and prior to July 1, 2019, a terminal in Baltimore, Maryland for Pike Baltimore Terminals, LLC (the “Baltimore Terminal”), and receive a management fee based on our costs incurred.  Our management of the Baltimore Terminal ended on July 1, 2019. We manage and operate rail sites at certain Southeast terminals on behalf of a major oil company and receive reimbursement for operating and maintenance costs. We lease land under operating leases as the lessor or sublessor with third parties and affiliates. Management fee revenue is recognized at individual points in time as the services are performed or as the costs are incurred and is primarily accounted for in accordance with ASC 606. Management fees related to lease revenue are accounted for in accordance with ASC 842.

 (d) Cash and cash equivalents

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

(e) Property, plant and equipment

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

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

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Notes to consolidated financial statements (unaudited) (continued)

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

In connection with our acquisition of the Florida (other than Pensacola), Midwest, Brownsville, Texas, River, Southeast, and Pensacola, Florida terminal and facilities, a third party agreed to indemnify us against certain potential environmental claims, losses and expenses. Based on our current knowledge, we expect that the active remediation projects subject to the benefit of this indemnification obligation are winding down and will not involve material additional claims, losses, and expenses. Nonetheless, the forgoing environmental indemnification obligations of a third party to us remain in place and were not affected by the Take-Private Transaction.  

 (h) Asset retirement obligations

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

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Notes to consolidated financial statements (unaudited) (continued)

(i) Deferred compensation expense

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

(j) Accounting for derivative instruments

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

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

(k) Income taxes

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

 (l)   Comprehensive income

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

(m) Recent accounting pronouncements

On March 12, 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform - Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This ASU provides temporary optional expedients and exceptions to GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate. Entities can elect not to apply certain modification accounting requirements to contracts affected by this reference rate reform, if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Entities can also elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met. The guidance is effective upon issuance and generally can be applied through December 31, 2022. We are currently reviewing the effect of this ASU on our financial statements.

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Notes to consolidated financial statements (unaudited) (continued)

In May 2019, the FASB issued ASU 2019-05, Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief, which provides transition relief and allows entities to elect the fair value option on certain financial instruments. ASU 2019-05 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period. We adopted the new guidance as of January 1, 2020 using the modified retrospective approach related to our accounts receivables and contract assets, resulting in no cumulative adjustment to retained earnings. The adoption of this guidance did not have an impact on our financial position, results of operations and cash flows.

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 adopted the new guidance as of January 1, 2020. The adoption of this guidance did not have an impact on our financial position, results of operations and cash flows.

(2) TRANSACTIONS WITH AFFILIATES

Operations and reimbursement agreement—Frontera.  We have a 50% ownership interest in the Frontera Brownsville LLC joint venture (“Frontera”). We operate Frontera, in accordance with an operations and reimbursement agreement executed between us and Frontera, for a management fee that is based on our costs incurred. Our agreement with Frontera stipulates that we may resign as the operator at any time with the prior written consent of Frontera, or that we may be removed as the operator for good cause, which includes material noncompliance with laws and material failure to adhere to good industry practice regarding health, safety or environmental matters. We recognized revenue related to this operations and reimbursement agreement of approximately $1.5 million and $1.7 million for the three months ended March 31, 2020 and 2019, respectively.

Terminaling services agreements—Brownsville terminals. We have two terminaling services agreements with Frontera relating to our Brownsville, Texas facility that will expire in June 2021, subject to automatic renewals unless terminated by either party upon 90 days’ to 180 days’ prior notice. In exchange for its minimum throughput commitments, we have agreed to provide Frontera with approximately 301,000 barrels of storage capacity. We recognized revenue related to these agreements of approximately $0.7 million for both the three months ended March 31, 2020 and 2019.

Terminaling services agreement—Gulf Coast terminals. Associated Asphalt Marketing, LLC is a wholly-owned indirect subsidiary of ArcLight. Effective January 1, 2018, a third party customer assigned their terminaling services agreement relating to our Gulf Coast terminals to Associated Asphalt Marketing, LLC. The agreement will expire in April 2021, subject to two, two-year automatic renewals unless terminated by either party upon 180 days’ prior notice. In exchange for its minimum throughput commitment, we have agreed to provide Associated Asphalt Marketing, LLC with approximately 750,000 barrels of storage capacity. We recognized revenue related to this agreement of approximately $2.1 million and $2.3 million for the three months ended March 31, 2020 and 2019, respectively.

Operating and administrative agreement—SeaPort Midstream Partners, LLC (“SMP”)- Central services.  We operate two refined products terminals in Seattle, Washington and Portland, Oregon, on behalf of SMP, in accordance with an operating and administrative agreement executed between us and SMP, for a management fee that is based on our costs incurred plus an annual fee. SMP is a joint venture between SeaPort Midstream Holdings LLC, an ArcLight subsidiary, and BP West Coast Products LLC.  SeaPort Midstream Holdings LLC owns 51% of SMP. The operating and administrative agreement will expire in November 2023, subject to two-year automatic renewals unless terminated by either party upon no less than twelve months’ notice prior to the end of the initial term or any successive term. Our agreement with SMP stipulates that we may resign as the operator at any time with the prior written consent of SMP, or that we may be removed as the operator for good cause, which includes material noncompliance with laws and material failure to adhere to good industry practice regarding health, safety or environmental matters. We recognized

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Notes to consolidated financial statements (unaudited) (continued)

revenue related to this operations and administrative agreement of approximately $0.8 million and $0.9 million for the three months ended March 31, 2020 and 2019, respectively.

Operations and reimbursement agreement—SeaPort Sound Terminal, LLC (“SeaPort Sound”)- Central services.  Our subsidiary, TMS, operates a refined products terminal in Tacoma, Washington on behalf of SeaPort Midstream Holdings LLC, an ArcLight subsidiary.  We receive a management fee based on our costs incurred plus an annual fee. We recognized revenue related to this operations and reimbursement agreement of approximately $1.9 million and $1.5 million for the three months ended March 31, 2020 and 2019, respectively.

 

Other affiliates – Central services.  We manage additional terminal facilities that are owned by affiliates of ArcLight, including LHT, and, prior to July 1, 2019, the Baltimore Terminal.  We recognized revenue related to reimbursements from these affiliates of approximately $0.2 million and $0.4 million for the three months ended March 31, 2020 and 2019, respectively. Our management of the Baltimore Terminal terminated on July 1, 2019.

 

Services agreement – TMC.  Following the TMS Contribution, our executive officers who provide services to  the Company are employed by TMC, a wholly owned subsidiary of ArcLight, which also provides services to certain other ArcLight affiliates. Pursuant to a services agreement, dated August 18, 2019, between TMS and TMC, TMS continues to provide certain payroll functions and maintains all employee benefits programs on behalf of TMC. TMC is reimbursed for the payroll and benefits expenses related to the executive officers, plus a 1% administration fee. Aggregate fees paid by us to TMC with respect to the services agreement was approximately $1.2 million and $nil for the three months ended March 31, 2020 and 2019, respectively.

 

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

 

(3) CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE

Our primary market areas are located in the United States along the Gulf Coast, in the Southeast, in Brownsville, Texas, along the Mississippi and Ohio Rivers, in the Midwest and along the West Coast. We have a concentration of trade receivable balances due from companies engaged in the trading, distribution and marketing of refined products and crude oil. These concentrations of customers may affect our overall credit risk in that the customers may be similarly affected by changes in economic, regulatory or other factors. Our customers’ historical financial and operating information is analyzed prior to extending credit. We manage our exposure to credit risk through credit analysis, credit approvals, credit limits and monitoring procedures, and for certain transactions we may request letters of credit, prepayments or guarantees. Amounts included in trade accounts receivable that are accounted for as revenue in accordance with ASC 606 approximate $3.3 million at March 31, 2020. We maintain allowances for potentially uncollectible accounts receivable.

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

 

 

 

 

 

 

 

 

 

    

March 31,

    

December 31,

 

 

 

2020

 

2019

 

Trade accounts receivable

 

$

11,291

 

$

16,627

 

Less allowance for doubtful accounts

 

 

 —

 

 

(127)

 

 

 

$

11,291

 

$

16,500

 

 

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Notes to consolidated financial statements (unaudited) (continued)

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,

 

 

    

2020

    

2019

 

Pilot Flying J

 

14

%  

 —

%

Freepoint Commodities LLC

 

11

%  

 —

%

RaceTrac Petroleum Inc.

 

10

%  

10

%

Castleton Commodities International LLC

 

 6

%  

10

%

NGL Energy Partners LP

 

 4

%  

22

%

 

 

 

 

 

 

 

 

 

 

(4) OTHER CURRENT ASSETS

Other current assets were as follows (in thousands):

 

 

 

 

 

 

 

 

 

    

March 31,

    

December 31,

 

 

 

2020

 

2019

 

Prepaid insurance

 

$

5,956

 

$

2,595

 

Additive detergent

 

 

1,394

 

 

1,342

 

Amounts due from insurance companies

 

 

1,078

 

 

1,147

 

Deposits and other assets

 

 

1,410

 

 

1,262

 

 

 

$

9,838

 

$

6,346

 

 

Amounts due from insurance companies.  We periodically file claims for recovery of environmental remediation costs and property claims with our insurance carriers under our comprehensive liability policies. We recognize our insurance recoveries in the period that we assess the likelihood of recovery as being probable. At both March 31, 2020 and December 31, 2019, we have recognized amounts due from insurance companies of approximately $1.1 million representing our best estimate of our probable insurance recoveries. During the three months ended March 31, 2020, we received reimbursements from insurance companies of approximately $0.1 million.

(5) PROPERTY, PLANT AND EQUIPMENT, NET

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

 

 

 

 

 

 

 

 

    

March 31,

    

December 31,

 

 

2020

 

2019

Land

 

$

83,451

 

$

83,451

Terminals, pipelines and equipment

 

 

1,020,487

 

 

995,666

Furniture, fixtures and equipment

 

 

9,874

 

 

9,788

Construction in progress

 

 

61,518

 

 

73,302

 

 

 

1,175,330

 

 

1,162,207

Less accumulated depreciation

 

 

(448,040)

 

 

(434,987)

 

 

$

727,290

 

$

727,220

 

At March 31, 2020 and December 31, 2019, property, plant and equipment, net utilized by our customers in operating lease arrangements consisted of approximately $535.4 million and approximately $523.9 million, respectively, of terminals, pipelines and equipment. The terminals, pipelines and equipment primarily relates to our storage tanks and associated internal piping.

 

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Notes to consolidated financial statements (unaudited) (continued)

(6) GOODWILL

Goodwill was as follows (in thousands):

 

 

 

 

 

 

 

 

 

    

March 31,

    

December 31,

 

 

 

2020

 

2019

 

Brownsville terminals

 

$

8,485

 

$

8,485

 

West Coast terminals

 

 

943

 

 

943

 

 

 

$

9,428

 

$

9,428

 

 

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

At March 31, 2020 and December 31, 2019, our Brownsville and West Coast terminals contained goodwill. We did not recognize any goodwill impairment charges during the three months ended March 31, 2020 or during the year ended December 31, 2019 for these reporting units. However, an increase in the assumed market participants’ weighted average cost of capital, the loss of a significant customer, the disposition of significant assets, or an unforeseen increase in the costs to operate and maintain the Brownsville or West Coast terminals could result in the recognition of an impairment charge in the future.

(7) INVESTMENTS IN UNCONSOLIDATED AFFILIATES

At March 31, 2020 and December 31, 2019, our investments in unconsolidated affiliates include a 42.5% Class A ownership interest in Battleground Oil Specialty Terminal Company LLC (“BOSTCO”) and a 50% ownership interest in Frontera Brownsville LLC (“Frontera”). BOSTCO is a terminal facility located on the Houston Ship Channel that encompasses approximately 7.1 million barrels of distillate, residual and other black oil product storage. Class A and Class B ownership interests share in cash distributions on a 96.5% and 3.5% basis, respectively. Class B ownership interests do not have voting rights and are not required to make capital investments. Frontera is a terminal facility located in Brownsville, Texas that encompasses approximately 1.7 million barrels of light petroleum product storage, as well as related ancillary facilities.

The following table summarizes our investments in unconsolidated affiliates:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Percentage of

 

Carrying value

 

 

 

ownership

 

(in thousands)

 

 

 

March 31,

 

December 31,

 

March 31,

 

December 31,

 

 

    

2020

    

2019

    

2020

    

2019

 

BOSTCO

 

42.5

%  

42.5

%  

$

204,499

 

$

201,743

 

Frontera

 

50

%  

50

%  

 

23,853

 

 

23,682

 

Total investments in unconsolidated affiliates

 

 

 

 

 

$

228,352

 

$

225,425

 

 

At March 31, 2020 and December 31, 2019,  our investment in BOSTCO includes approximately $6.5 million and $6.6 million, respectively, of excess investment related to a one time buy-in fee to acquire our 42.5% interest and capitalization of interest on our investment during the construction of BOSTCO amortized over the useful life of the

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Notes to consolidated financial statements (unaudited) (continued)

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,

 

 

    

2020

    

2019

 

BOSTCO

 

$

1,508

 

$

576

 

Frontera

 

 

645

 

 

564

 

Total earnings from investments in unconsolidated affiliates

 

$

2,153

 

$

1,140

 

 

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

 

 

 

 

 

 

 

 

 

    

Three months ended 

 

 

 

March 31,

 

 

    

2020

    

2019

 

BOSTCO

 

$

2,665

 

$

 —

 

Frontera

 

 

 —

 

 

225

 

Additional capital investments in unconsolidated affiliates

 

$

2,665

 

$

225

 

 

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

 

 

 

 

 

 

 

 

 

    

Three months ended 

 

 

 

March 31,

 

 

    

2020

    

2019

 

BOSTCO

 

$

1,417

 

$

2,408

 

Frontera

 

 

474

 

 

505

 

Cash distributions received from unconsolidated affiliates

 

$

1,891

 

$

2,913

 

 

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,

 

    

2020

    

2019

    

2020

    

2019

Current assets

 

$

12,882

 

$

12,478

 

$

5,892

 

$

4,870

Long-term assets

 

 

461,346

 

 

464,085

 

 

43,856

 

 

44,344

Current liabilities

 

 

(8,955)

 

 

(13,607)

 

 

(2,042)

 

 

(1,850)

Long-term liabilities

 

 

(5,897)

 

 

(6,036)

 

 

 —

 

 

 —

Net assets

 

$

459,376

 

$

456,920

 

$

47,706

 

$

47,364

 

Statements of income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BOSTCO

 

Frontera

 

 

Three months ended 

 

Three months ended 

 

 

March 31,

 

March 31,

 

    

2020

    

2019

    

2020

    

2019

Revenue

 

$

16,436

 

$

16,605

 

$

5,036

 

$

5,097

Expenses

 

 

(12,651)

 

 

(14,053)

 

 

(3,746)

 

 

(3,969)

Net income

 

$

3,785

 

$

2,552

 

$

1,290

 

$

1,128

 

 

 

 

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Notes to consolidated financial statements (unaudited) (continued)

(8) OTHER ASSETS, NET

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

 

 

 

 

 

 

 

 

 

    

March 31,

    

December 31,

 

 

 

2020

 

2019

 

Customer relationships, net of accumulated amortization of $7,825 and $7,237, respectively

 

$

41,605

 

$

42,193

 

Revolving credit facility unamortized deferred debt issuance costs, net of accumulated amortization of $9,781 and $9,353, respectively

 

 

3,390

 

 

3,818

 

Amounts due under long-term terminaling services agreements

 

 

214

 

 

215

 

Deposits and other assets

 

 

1,207

 

 

1,171

 

 

 

$

46,416

 

$

47,397

 

 

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

Amounts due under long‑term terminaling services agreements.  We have long‑term terminaling services agreements with certain of our customers that provide for minimum payments that increase at stated amounts over the terms of the respective agreements. We recognize as revenue under ASC 842 the minimum payments under the long‑term terminaling services agreements on a straight‑line basis over the terms of the respective agreements. At both March 31, 2020 and December 31, 2019, 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 $0.2 million.

(9) ACCRUED LIABILITIES

Accrued liabilities were as follows (in thousands):

 

 

 

 

 

 

 

 

 

    

March 31,

    

December 31,

 

 

 

2020

 

2019

 

Accrued compensation expense

 

$

10,208

 

$

13,272

 

Customer advances and deposits

 

 

8,176

 

 

7,850

 

Accrued property taxes

 

 

2,316

 

 

3,149

 

Accrued environmental obligations

 

 

1,439

 

 

1,531

 

Interest payable

 

 

3,120

 

 

7,763

 

Unrealized loss on derivative instrument

 

 

752

 

 

480

 

Accrued expenses and other

 

 

231

 

 

2,513

 

 

 

$

26,242

 

$

36,558

 

Accrued compensation expense.  Accrued compensation expense includes our bonus, payroll, and savings and retention program awards accruals. 

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, 2020 and December 31, 2019, approximately $7.2 million and $7.0 million, respectively, of the customer advances and deposits balance is related to terminaling services agreements accounted for as operating leases under ASC 842. At March 31, 2020 approximately $1.0 million of the

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Notes to consolidated financial statements (unaudited) (continued)

customer advances and deposits balance is considered contract liabilities under ASC 606. Revenue recognized during the three months ended March 31, 2020 and 2019 from amounts included in contract liabilities at the beginning of the period was approximately $1.0 million and $0.8 million, respectively. At March 31, 2020 and December 31, 2019, we have billed and collected from certain of our customers approximately $8.2 million and $7.9 million, respectively, in advance of the terminaling services being provided.

Accrued environmental obligations.  At March 31, 2020 and December 31, 2019, we have accrued environmental obligations of approximately $1.4 million and $1.5 million, respectively, representing our best estimate of our remediation obligations. During the three months ended March 31, 2020, we made payments of approximately $0.1 million towards our environmental remediation obligations. During the three months ended March 31, 2020, we increased our estimate of our future environmental remediation costs by approximately $nil. Changes in our estimates of our future environmental remediation obligations may occur as a result of the passage of time and the occurrence of future events.

(10) OTHER LIABILITIES

Other liabilities were as follows (in thousands):

 

 

 

 

 

 

 

 

 

    

March 31,

    

December 31,

 

 

 

2020

 

2019

 

Advance payments received under long-term terminaling services agreements

 

$

4,254

 

$

3,782

 

Deferred revenue

 

 

1,175

 

 

1,208

 

 

 

$

5,429

 

$

4,990

 

Advance payments received under long‑term terminaling services agreements.  We have long‑term terminaling services agreements with certain of our customers that provide for advance minimum payments. We recognize the advance minimum payments as revenue under ASC 842 on a straight‑line basis over the term of the respective agreements. At March 31, 2020 and December 31, 2019, we have received advance minimum payments in excess of revenue recognized under these long‑term terminaling services agreements resulting in a liability of approximately $4.3 million and $3.8 million, respectively.

Deferred revenue.  Pursuant to agreements with our customers, we agreed to undertake certain capital projects. Upon completion of the projects, our customers have paid us amounts that will be recognized as revenue on a straight‑line basis over the remaining term of the agreements. At both March 31, 2020 and December 31, 2019, we have unamortized deferred revenue for completed projects of approximately $1.2 million. During the three months ended March 31, 2020, we billed customers approximately $0.1 million for completed projects and recognized revenue for completed projects on a straight‑line basis of approximately $0.2 million. At both March 31, 2020 and December 31, 2019, $nil of the deferred revenue balance is considered contract liabilities under ASC 606. Revenue recognized during the three months ended March 31, 2020 and 2019 from amounts included in contract liabilities under ASC 606 at the beginning of the period was approximately $nil  and $0.2 million, respectively.

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Notes to consolidated financial statements (unaudited) (continued)

(11) LONG‑TERM DEBT

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

 

 

 

 

 

 

 

 

 

 

    

March 31,

    

December 31,

 

 

 

2020

 

2019

 

Revolving credit facility due in 2022

 

$

361,700

 

$

350,700

 

6.125% senior notes due in 2026

 

 

300,000

 

 

300,000

 

Senior notes unamortized deferred issuance costs, net of accumulated amortization of $1,763 and $1,544, respectively

 

 

(6,319)

 

 

(6,538)

 

 

 

$

655,381

 

$

644,162

 

 

On February 12, 2018, the Company and TLP Finance Corp., our wholly owned subsidiary, issued at par $300 million of 6.125% senior notes. Net proceeds, after $8.1 million of issuance costs, were used to repay indebtedness under our revolving credit facility. The senior notes are due in 2026 and are guaranteed on a senior unsecured basis by each of our 100% owned domestic subsidiaries that guarantee obligations under our revolving credit facility. TransMontaigne Partners LLC has no independent assets or operations unrelated to its investments in its consolidated subsidiaries. TLP Finance Corp. has no assets or operations. Our operations are conducted by subsidiaries of TransMontaigne Partners LLC through our 100% owned operating company subsidiary, TransMontaigne Operating Company L.P. None of the assets of TransMontaigne Partners LLC or a guarantor represent restricted net assets pursuant to the guidelines established by the SEC.

Our revolving credit facility provides for a maximum borrowing line of credit equal to $850 million. The terms of our revolving credit facility include covenants that restrict our ability to make cash distributions, acquisitions and investments, including investments in joint ventures. We may make distributions of cash to the extent of our “available cash” as defined in our LLC agreement. We may make acquisitions and investments that meet the definition of “permitted acquisitions”; “other investments” which may not exceed 5% of “consolidated net tangible assets”; and additional future “permitted JV investments” up to $175 million, which may include additional investments in BOSTCO. The primary financial covenants contained in our revolving credit facility are (i) a total leverage ratio test (not to exceed 5.25 to 1.0), (ii) a senior secured leverage ratio test (not to exceed 3.75 to 1.0), and (iii) a minimum interest coverage ratio test (not less than 2.75 to 1.0). The principal balance of loans and any accrued and unpaid interest are due and payable in full on the maturity date, March 13, 2022. We were in compliance with all financial covenants as of and during the three months ended March 31, 2020 and the year ended December 31, 2019.  

 

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, 2020 and 2019, the weighted average interest rate on borrowings under our revolving credit facility was approximately 5.4% and 5.9%, respectively. At March 31, 2020 and December 31, 2019, our outstanding borrowings under our revolving credit facility were $361.7 million and $350.7 million, respectively. At both March 31, 2020 and December 31, 2019 our outstanding letters of credit were $1.3 million.

(12)  DEFERRED COMPENSATION EXPENSE

We have a savings and retention program to compensate certain employees who provide services to the Company. Prior to the Take-Private Transaction, we also had a long‑term incentive plan to compensate the independent directors of our general partner. Awards under the long-term incentive plan were settled in our common units, and accordingly, we accounted for the awards as an equity award. For awards to the independent directors, deferred

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Notes to consolidated financial statements (unaudited) (continued)

compensation expense was approximately $nil and $0.1 million for the three months ended March 31, 2020 and 2019, respectively.

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

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

Prior to the Take-Private Transaction, we had the ability to settle the savings and retention program awards in our common units, and accordingly, we accounted for the awards as an equity award. Following the Take-Private Transaction, we index the awards to other forms of investments, and have the intent and ability to settle the awards in cash, and accordingly, we account for the awards as accrued liabilities. For awards to employees, approximately $0.9 million and $0.7 million is included in deferred compensation expense for the three months ended March 31, 2020 and 2019, respectively.

 

(13) COMMITMENTS AND CONTINGENCIES

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

The Company elected the following practical expedients permitted under the transition guidance within the new standard; 1) the option to carry forward the historical lease classifications and assessment of initial direct costs, 2) the option to not include leases with an initial term of less than twelve months in the lease assets and liabilities and 3) the option to account for lease and non-lease components as a single lease component. 

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

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Notes to consolidated financial statements (unaudited) (continued)

Amounts recognized at March 31, 2020 for operating leases was as follows (in thousands):

 

 

 

 

Right-of-use assets, operating leases - January 1, 2020

 

$

35,765

Additions

 

 

128

Right-of-use assets reduction

 

 

(639)

Right-of-use assets, operating leases - March 31, 2020

 

$

35,254

 

 

 

 

Operating lease liabilities - January 1, 2020

 

$

37,606

Additions

 

 

128

Liability reduction

 

 

(666)

Operating lease liabilities - March 31, 2020

 

$

37,068

Current portion of operating lease liabilities

 

$

3,027

Long-term operating lease liabilities

 

$

34,041

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

Beginning January 1, 2019, operating right-of-use assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Operating leases in effect prior to January 1, 2019 were recognized at the present value of the remaining payments on the remaining lease term as of January 1, 2019.  The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. We have certain land and vehicle lease agreements with lease and non-lease components, which are accounted for separately. We have elected the practical expedient to account for the remainder of our lease agreements and non-lease components as a single lease component. Non-lease payments include payments for taxes and other operating and maintenance expenses incurred by the lessor but payable by us in connection with the leasing arrangement. As of March 31, 2020, the Company was party to certain subleasing arrangements whereby the Company, as the primary obligor on the lease, has recognized sublease income for lease payments made by affiliates to the lessor.

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

 

 

 

 

 

 

 

 

 

Three months ended 

 

 

March 31,

 

 

2020

 

2019

Operating leases

 

$

1,182

 

$

1,069

Variable lease costs (including insignificant short-term leases)

 

 

991

 

 

272

Sublease income as primary obligor

 

 

(246)

 

 

(246)

    Total lease costs

 

$

1,927

 

$

1,095

 

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

 

 

 

 

 

 

 

 

 

Three months ended 

 

 

March 31,

 

 

2020

 

2019

Cash outflows for operating leases

 

$

1,209

 

$

1,214

Weighted average remaining lease term (years)

 

 

18.66

 

 

20.54

Weighted average discount rate

 

 

5.2%

 

 

5.2%

 

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Notes to consolidated financial statements (unaudited) (continued)

Undiscounted cash flows owed by the Company to lessors pursuant to contractual agreements in effect as of March 31, 2020 and related imputed interest was as follows (in thousands):

 

 

 

 

2020 (remainder of the year)

 

$

3,400

2021

 

 

4,504

2022

 

 

4,495

2023

 

 

3,956

2024

 

 

3,666

Thereafter

 

 

39,831