10-Q

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, 2019
OR
☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 001‑32505

TRANSMONTAIGNE PARTNERS LLC

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 34‑2037221
(I.R.S. Employer
Identification No.)

1670 Broadway

Suite 3100

Denver, Colorado 80202

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

(303) 626‑8200

(Telephone number, including area code)

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

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

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

Large accelerated filer ☐ Non‑accelerated filer ☐ Accelerated filer ☒ Smaller reporting company ☐ Emerging growth company ☐

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

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

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

Title of each class Trading Symbol(s) Name of each exchange on which registered

As of March 31, 2019, the registrant has no common units outstanding.

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

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

		Page No.
Part I. Financial Information
Item 1.	Unaudited Consolidated Financial Statements	4
	Consolidated balance sheets as of March 31, 2019 and December 31, 2018	5
	Consolidated statements of operations for the three months ended March 31, 2019 and 2018	6
	Consolidated statements of equity for the year ended December 31, 2018 and three months ended March 31, 2019	7
	Consolidated statements of cash flows for the three months ended March 31, 2019 and 2018	8
	Notes to consolidated financial statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	37
Item 4.	Controls and Procedures	37
Part II. Other Information
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 6.	Exhibits	39
	Signatures	40

2

CAUTIONARY STATEMENT REGARDING FORWARD‑LOOKING STATEMENTS

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

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

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

· our ability to successfully implement our business strategy;

· competitive conditions in our industry;

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

· pending legal or environmental matters;

· costs of conducting our operations;

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

· general economic conditions;

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

· the price and availability of financing;

· large customer defaults; 

· interest rates;

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

· uncertainty regarding our future operating results;

· changes in tax status;

· effects of existing and future laws and governmental regulations;

· the effects of future litigation; and

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

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

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

3

Part I. Financial Information

ITEM 1.  UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

TransMontaigne Partners LLC is a holding company with the following 100% owned operating subsidiaries during the three months ended March 31, 2019:

· TransMontaigne Operating GP L.L.C.

· TransMontaigne Operating Company L.P.

· TransMontaigne Terminals L.L.C.

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

· TPSI Terminals L.L.C.

· TLP Finance Corp.

· TLP Operating Finance Corp.

· TPME L.L.C.

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,
	2019		2018
ASSETS
Current assets:
Cash and cash equivalents	$	301	$	332
Trade accounts receivable, net		16,466		14,042
Due from affiliates		1,604		1,402
Other current assets		10,150		8,193
Total current assets		28,521		23,969
Property, plant and equipment, net		695,903		688,179
Goodwill		9,428		9,428
Investments in unconsolidated affiliates		225,483		227,031
Right-of-use assets, operating leases		34,402		—
Other assets, net		51,032		50,769
	$	1,044,769	$	999,376
LIABILITIES AND EQUITY
Current liabilities:
Trade accounts payable	$	17,903	$	27,007
Due to affiliates		—		456
Operating lease liabilities		1,922		—
Accrued liabilities		26,605		28,921
Total current liabilities		46,430		56,384
Other liabilities		4,936		4,643
Long-term operating lease liabilities		33,616		—
Long-term debt		632,627		598,622
Total liabilities		717,609		659,649
Commitments and contingencies (Note 13)
Equity:
Common units - 16,229,123 issued and outstanding at December 31, 2018		—		286,237
General partner interest - 2% interest with 331,206 equivalent units outstanding at December 31, 2018		—		53,490
Member interest		327,160		—
Total equity		327,160		339,727
	$	1,044,769	$	999,376

See accompanying notes to consolidated financial statements (unaudited).

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TransMontaigne Partners LLC and subsidiaries

Consolidated statements of operations (unaudited)

(In thousands)

	Three months ended
	March 31,
	2019		2018
Revenue:
External customers	$	54,031	$	52,114
Affiliates		4,613		4,330
Total revenue		58,644		56,444
Operating costs and expenses:
Direct operating costs and expenses		(19,800)		(20,145)
General and administrative expenses		(7,670)		(4,981)
Insurance expenses		(1,361)		(1,246)
Deferred compensation expense		(799)		(2,017)
Depreciation and amortization		(12,579)		(11,808)
Total operating costs and expenses		(42,209)		(40,197)
Earnings from unconsolidated affiliates		1,140		2,889
Operating income		17,575		19,136
Other expenses:
Interest expense		(8,842)		(6,461)
Amortization of deferred debt issuance costs		(749)		(501)
Total other expenses		(9,591)		(6,962)
Net earnings	$	7,984	$	12,174

See accompanying notes to consolidated financial statements (unaudited).

6

TransMontaigne Partners LLC and subsidiaries

Consolidated statements of equity (unaudited)

Year ended December 31, 2018 and three months ended March 31, 2019

(Dollars in thousands)

			General
	Common		partner		Member
	units		interest		interest		Total
Balance December 31, 2017	$	310,769	$	53,448	$	—	$	364,217
Distributions to unitholders		(51,152)		(15,672)		—		(66,824)
Equity-based compensation		3,208		—		—		3,208
Issuance of 6,972 common units pursuant to our long-term incentive plan		270		—		—		270
Issuance of 44,798 common units pursuant to our savings and retention program		—		—		—		—
Settlement of tax withholdings on equity-based compensation		(658)		—		—		(658)
Contribution of cash by TransMontaigne GP to maintain its 2% general partner interest		—		39		—		39
Net earnings for year ended December 31, 2018		23,800		15,675		—		39,475
Balance December 31, 2018		286,237		53,490		—		339,727
Distributions to unitholders		(13,064)		(4,186)		—		(17,250)
Equity-based compensation		45		—		—		45
Purchase of common units and conversion to member interest		(276,208)		(51,978)		328,186		—
Reclassification of outstanding equity-based compensation to liability		—		—		(3,346)		(3,346)
Net earnings for the three months ended March 31, 2019		2,990		2,674		2,320		7,984
Balance March 31, 2019	$	—	$	—	$	327,160	$	327,160

See accompanying notes to consolidated financial statements (unaudited).

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TransMontaigne Partners LLC and subsidiaries

Consolidated statements of cash flows (unaudited)

(In thousands)

	Three months ended
	March 31,
	2019		2018
Cash flows from operating activities:
Net earnings	$	7,984	$	12,174
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		12,579		11,808
Earnings from unconsolidated affiliates		(1,140)		(2,889)
Distributions from unconsolidated affiliates		2,913		3,190
Deferred compensation expense		799		2,017
Deferred compensation payments		(1,252)		—
Amortization of deferred debt issuance costs		749		501
Amortization of deferred revenue		(27)		(187)
Unrealized loss on derivative instruments		143		42
Changes in operating assets and liabilities:
Trade accounts receivable, net		(2,424)		2
Due from affiliates		(92)		(2,294)
Other current assets		(2,100)		(1,799)
Amounts due under long-term terminaling services agreements, net		422		28
Right-of-use assets, operating leases		398		—
Deposits		9		—
Trade accounts payable		1,350		1,574
Due to affiliates		(456)		—
Other assets, net		(199)		—
Accrued liabilities		(5,164)		227
Operating lease liabilities		(568)		—
Net cash provided by operating activities		13,924		24,394
Cash flows from investing activities:
Investments in unconsolidated affiliates		(225)		(1,150)
Capital expenditures		(30,280)		(6,503)
Proceeds from sale of assets		—		10,025
Net cash provided by (used in) investing activities		(30,505)		2,372
Cash flows from financing activities:
Proceeds from senior notes		—		300,000
Borrowings under revolving credit facility		57,200		46,600
Repayments under revolving credit facility		(23,400)		(349,600)
Debt issuance costs		—		(7,366)
Taxes paid for equity compensation awards		—		(341)
Distributions paid to unitholders		(17,250)		(16,063)
Contribution of cash by TransMontaigne GP		—		18
Net cash provided by (used in) financing activities		16,550		(26,752)
Increase (decrease) in cash and cash equivalents		(31)		14
Cash and cash equivalents at beginning of period		332		923
Cash and cash equivalents at end of period	$	301	$	937
Supplemental disclosures of cash flow information:
Cash paid for interest	$	13,210	$	4,366
Property, plant and equipment acquired with accounts payable	$	10,454	$	2,752

See accompanying notes to consolidated financial statements (unaudited).

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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 (“NYSE”) 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 (i)(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 NYSE. Our currently outstanding 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.

 (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, 2019 and December 31, 2018 and our results of operations for the three months ended March 31, 2019 and 2018.Certain reclassifications of previously reported amounts have been made to conform to the current year presentation.

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TransMontaigne Partners LLC and subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

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

(c) Accounting for terminal and pipeline operations

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

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, 2019, we did not have any contract assets related to ASC 606.

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

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

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TransMontaigne Partners LLC and subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

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

Revenue recognized in excess of firm commitments and revenue recognized based solely on the volume of product distributed or injected are referred to as ancillary. The ancillary revenue associated with terminaling services include volumes of product throughput that exceed the contractually established minimum volumes, injection fees based on the volume of product injected with additive compounds, heating and mixing of stored products, product transfer, railcar handling, butane blending, proceeds from the sale of product gains, wharfage and vapor recovery. The revenue 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. 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 rail sites at certain Southeast terminals on behalf of a major oil company and receive reimbursement for operating and maintenance costs. We lease land under operating leases as the lessor or sublessor with third parties and affiliates. We also managed and operated for an affiliate of PEMEX, Mexico’s state-owned petroleum company, a products pipeline connected to our Brownsville terminal facility and received a management fee through August 23, 2018. Management fee revenue is recognized at individual points in time as the services are performed or as the costs are incurred and is primarily accounted for in accordance with ASC 606. Management fees related to lease revenue are accounted for in accordance with ASC 842.

 (d) Cash and cash equivalents

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

(e) Property, plant and equipment

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

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TransMontaigne Partners LLC and subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

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 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).

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 River terminals, and the Pensacola, Florida Terminal, TransMontaigne LLC is obligated to indemnify us against environmental claims, losses and expenses that were associated with the ownership or operation of the terminals prior to the purchase by the Company. In each acquisition agreement, TransMontaigne LLC’s maximum indemnification liability is subject to a specified time period for indemnification, cap on indemnification and satisfaction of a deductible amount before indemnification, in each case subject to certain exceptions, limitations and conditions specified therein. TransMontaigne LLC has no indemnification obligations with respect to environmental claims made as a result of additions to or modifications of environmental laws promulgated after certain specified dates. The environmental indemnification obligations remain in place and were not affected by the Take-Private Transaction. 

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TransMontaigne Partners LLC and subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

(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) Deferred compensation expense

We have a savings and retention program to compensate certain employees of TLP Management Services 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 (see Note 4 of Notes to consolidated financial statements). Changes in the fair value of our derivative instruments are recognized in earnings.

At March 31, 2019 and December 31, 2018, our derivative instruments were limited to an interest rate swap agreement with an aggregate notional amount of $nil and $50.0 million, respectively. The derivative instrument expired on March 11, 2019. Pursuant to the terms of the interest rate swap agreement, we paid a fixed rate of approximately 0.97% and received interest payments based on the one-month LIBOR. The net difference to be paid or received under the interest rate swap agreement was settled monthly and was recognized as an adjustment to interest expense. The fair value of our interest rate swap agreement was 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.

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Notes to consolidated financial statements (unaudited) (continued)

 (m) Recent accounting pronouncements

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

 (2) TRANSACTIONS WITH AFFILIATES

Omnibus agreement.Since the inception of the Partnership in 2005 we have been party to an omnibus agreement, 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 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) deferred compensation to key employees of TLP Management Services who perform services for the Company and (iii) an administrative fee for the provision of various general and administrative services for the Company’s benefit such as legal, accounting, treasury, insurance administration and claims processing, information technology, human resources, credit, payroll, taxes and other corporate services, to the extent such services are not outsourced by the Company.  The administrative fee is recognized as a component of general and administrative expenses andfor the three months ended March 31, 2019 and 2018, the administrative fee paid by the Company was approximately $2.2 million and $3.4 million, respectively.

In connection with our Collins Phase II expansion project, the expansion of our Brownsville terminal and pipeline operations and the December 2017 acquisition of the West Coast terminals, on May 7, 2018, the Company, with the concurrence of the conflicts committee of our former general partner, agreed to an annual increase in the aggregate fees payable under the omnibus agreement of $3.6 million beginning May 13, 2018. 

To effectuate this $3.6 million annual increase, on May 7, 2018 the Company, with the concurrence of the conflicts committee of our former general partner, entered into the third amended and restated omnibus agreement to allow us to assume the costs and expenses of employees of TLP Management Services performing engineering and environmental safety and occupational health (ESOH) services for and on behalf of the Company and to receive an equal and offsetting decrease in the administrative fee.

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 employees of TLP Management Services 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 was reduced to approximately $8.4 million and the Company bore the approximately $8.9 million in annual costs and expenses of the employees of TLP Management Services performing engineering and ESOH services for and on behalf of the Company.  

We adopted and entered into the fourth amended and restated omnibus agreement in connection with the Take-Private Transaction, primarily to address certain changes in our governance as a result thereof, including the removal of our conflicts committee. The administrative fee under the fourth 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. We do not directly employ any of the persons responsible for managing our business. Our employees who provide services to the Company are employed by TLP Management Services, a wholly owned subsidiary of ArcLight. TLP Management Services provides payroll and maintains all employee benefits programs on our behalf pursuant to the omnibus agreement.

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TransMontaigne Partners LLC and subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

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 $1.7 million and $1.5 million for the three months ended March 31, 2019 and 2018,  respectively.  

Terminaling services agreements—Brownsville terminals. We have two terminaling services agreements with Frontera relating to our Brownsville, Texas facility that will expire in June 2020, subject to automatic renewals unless terminated by either party upon 90 days’ to 180 days’ prior notice. In exchange for its minimum throughput commitments, we have agreed to provide Frontera with approximately 301,000 barrels of storage capacity. We recognized revenue related to these agreements of approximately $0.7 million and $0.6 million for the three months ended March 31, 2019 and 2018, respectively.

Terminaling services agreement—Gulf Coast terminals. Associated Asphalt Marketing, LLC is a wholly-owned indirect subsidiary of ArcLight. Effective January 1, 2018, a third party customer assigned their terminaling services agreement relating to our Gulf Coast terminals to Associated Asphalt Marketing, LLC. The agreement will expire in April 2021, subject to two, two-year automatic renewals unless terminated by either party upon 180 days’ prior notice. In exchange for its minimum throughput commitment, we have agreed to provide Associated Asphalt Marketing, LLC with approximately 750,000 barrels of storage capacity. We recognized revenue related to this agreement of approximately $2.3 million and $2.2 million for the three months ended March 31, 2019 and 2018, respectively.

(3) CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE

Our primary market areas are located in the United States along the Gulf Coast, in the Southeast, in Brownsville, Texas, along the Mississippi and Ohio Rivers, in the Midwest and along the West Coast. We have a concentration of trade receivable balances due from companies engaged in the trading, distribution and marketing of refined products and crude oil. These concentrations of customers may affect our overall credit risk in that the customers may be similarly affected by changes in economic, regulatory or other factors. Our customers’ historical financial and operating information is analyzed prior to extending credit. We manage our exposure to credit risk through credit analysis, credit approvals, credit limits and monitoring procedures, and for certain transactions we may request letters of credit, prepayments or guarantees. Amounts included in trade accounts receivable that are accounted for as revenue in accordance with ASC 606 approximate $4.7 million at March 31, 2019. We maintain allowances for potentially uncollectible accounts receivable.

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

	March 31,		December 31,
	2019		2018
Trade accounts receivable	$	16,575	$	14,151
Less allowance for doubtful accounts		(109)		(109)
	$	16,466	$	14,042

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TransMontaigne Partners LLC and subsidiaries

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,
	2019		2018
NGL Energy Partners LP	22	%	22	%
RaceTrac Petroleum Inc.	10	%	11	%
Castleton Commodities International LLC	10	%	11	%

(4) OTHER CURRENT ASSETS

Other current assets are as follows (in thousands):

	March 31,		December 31,
	2019		2018
Amounts due from insurance companies	$	3,192	$	2,861
Prepaid insurance		4,690		1,371
Additive detergent		1,027		1,218
Unrealized gain on derivative instrument		—		143
Deposits and other assets		1,241		2,600
	$	10,150	$	8,193

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 March 31, 2019 and December 31, 2018, we have recognized amounts due from insurance companies of approximately $3.2 million and $2.9 million, respectively, representing our best estimate of our probable insurance recoveries. During the three months ended March 31, 2019, we received reimbursements from insurance companies of approximately  $0.3 million. During the three months ended March 31, 2019, we increased our estimate of probable future insurance recoveries by approximately $0.6  million.

(5) PROPERTY, PLANT AND EQUIPMENT, NET

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

	March 31,		December 31,
	2019		2018
Land	$	83,451	$	83,451
Terminals, pipelines and equipment		973,677		918,503
Furniture, fixtures and equipment		6,396		6,022
Construction in progress		28,755		64,588
		1,092,279		1,072,564
Less accumulated depreciation		(396,376)		(384,385)
	$	695,903	$	688,179

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Notes to consolidated financial statements (unaudited) (continued)

(6) GOODWILL

Goodwill is as follows (in thousands):

	March 31,		December 31,
	2019		2018
Brownsville terminals	$	8,485	$	8,485
West Coast terminals		943		943
	$	9,428	$	9,428

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

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

(7) INVESTMENTS IN UNCONSOLIDATED AFFILIATES

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

The following table summarizes our investments in unconsolidated affiliates:

	Percentage of				Carrying value
	ownership				(in thousands)
	March 31,		December 31,		March 31,		December 31,
	2019		2018		2019		2018
BOSTCO	42.5	%	42.5	%	$	201,173	$	203,005
Frontera	50	%	50	%		24,310		24,026
Total investments in unconsolidated affiliates					$	225,483	$	227,031

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

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Notes to consolidated financial statements (unaudited) (continued)

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

	Three months ended
	March 31,
	2019		2018
BOSTCO	$	576	$	1,991
Frontera		564		898
Total earnings from investments in unconsolidated affiliates	$	1,140	$	2,889

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

	Three months ended
	March 31,
	2019		2018
BOSTCO	$	—	$	—
Frontera		225		1,150
Additional capital investments in unconsolidated affiliates	$	225	$	1,150

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

	Three months ended
	March 31,
	2019		2018
BOSTCO	$	2,408	$	2,094
Frontera		505		1,096
Cash distributions received from unconsolidated affiliates	$	2,913	$	3,190

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,
	2019		2018		2019		2018
Current assets	$	15,507	$	19,299	$	5,751	$	5,866
Long-term assets		458,962		455,984		44,617		45,115
Current liabilities		(10,639)		(12,471)		(1,687)		(2,845)
Long-term liabilities		(6,471)		(1,259)		(61)		(84)
Net assets	$	457,359	$	461,553	$	48,620	$	48,052

Statements of income:

	BOSTCO				Frontera
	Three months ended				Three months ended
	March 31,				March 31,
	2019		2018		2019		2018
Revenue	$	16,605	$	16,827	$	5,097	$	5,912
Expenses		(14,053)		(12,549)		(3,969)		(4,116)
Net income	$	2,552	$	4,278	$	1,128	$	1,796

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TransMontaigne Partners LLC and subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

(8) OTHER ASSETS, NET

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

	March 31,		December 31,
	2019		2018
Customer relationships, net of accumulated amortization of $5,475 and $4,887, respectively	$	43,955	$	44,543
Revolving credit facility unamortized deferred issuance costs, net of accumulated amortization of $8,080 and $7,656, respectively		5,091		5,515
Amounts due under long-term terminaling services agreements		320		422
Deposits and other assets		1,666		289
	$	51,032	$	50,769

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

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

Amounts due under long‑term terminaling services agreements.  We have long‑term terminaling services agreements with certain of our customers that provide for minimum payments that increase at stated amounts over the terms of the respective agreements. We recognize as revenue under ASC 842 the minimum payments under the long‑term terminaling services agreements on a straight‑line basis over the terms of the respective agreements. At March 31, 2019 and December 31, 2018, we have recognized revenue in excess of the minimum payments that was due through those respective dates under the long‑term terminaling services agreements resulting in an asset of approximately $0.3 million and $0.4 million, respectively.

(9) ACCRUED LIABILITIES

Accrued liabilities are as follows (in thousands):

	March 31,		December 31,
	2019		2018
Customer advances and deposits	$	9,782	$	11,927
Accrued property taxes		3,740		2,993
Accrued environmental obligations		1,988		1,556
Interest payable		3,305		7,814
Accrued expenses and other		7,790		4,631
	$	26,605	$	28,921

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, 2019 and December 31, 2018, we have billed and collected from certain of our customers approximately $9.8 million and $11.9 million, respectively, in advance of the terminaling services being provided. At March 31, 2019 and 2018, approximately $0.3 million and $0.6 million, respectively, of the customer advances and deposits balance is considered contract liabilities under ASC 606. Revenue recognized during the three  months ended March 31, 2019 and 2018 from amounts included in contract liabilities at the beginning of the period was approximately $0.8 million and $0.5 million, respectively.  

Accrued environmental obligations.  At March 31, 2019 and December 31, 2018, we have accrued environmental obligations of approximately $2.0 million and $1.6 million, respectively, representing our best estimate of our remediation obligations. During the three months ended March 31, 2019, we made payments of approximately $0.2 million towards our environmental remediation obligations. During the three months ended March 31, 2019, we

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Notes to consolidated financial statements (unaudited) (continued)

increased our estimate of our future environmental remediation costs by approximately $0.6 million. Changes in our estimates of our future environmental remediation obligations may occur as a result of the passage of time and the occurrence of future events.

(10) OTHER LIABILITIES

Other liabilities are as follows (in thousands):

	March 31,		December 31,
	2019		2018
Advance payments received under long-term terminaling services agreements	$	3,041	$	2,721
Deferred revenue		1,895		1,922
	$	4,936	$	4,643

Advance payments received under long‑term terminaling services agreements.  We have long‑term terminaling services agreements with certain of our customers that provide for advance minimum payments. We recognize the advance minimum payments as revenue under ASC 842 on a straight‑line basis over the term of the respective agreements. At March 31, 2019 and December 31, 2018, we have received advance minimum payments in excess of revenue recognized under these long‑term terminaling services agreements resulting in a liability of approximately $3.0 million and $2.7 million, respectively.

Deferred revenue.  Pursuant to agreements with our customers, we agreed to undertake certain capital projects.  Upon completion of the projects, our customers have paid us amounts that will be recognized as revenue on a straight‑line basis over the remaining term of the agreements. At both March 31, 2019 and December 31, 2018, we have unamortized deferred revenue for completed projects of approximately $1.9 million. During the three months ended March 31, 2019, we billed customers approximately $0.2 million for completed projects and recognized revenue for completed projects on a straight‑line basis of approximately $0.2 million. At March 31, 2019 and 2018, approximately $0.2 million and $0.5 million, respectively, of the deferred revenue balance is considered contract liabilities under ASC 606. Revenue recognized during the three months ended March 31, 2019 and 2018 from amounts included in contract liabilities under ASC 606 at the beginning of the period was approximately $0.1  million and $0.2 million, respectively. 

(11) LONG‑TERM DEBT

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

	March 31,		December 31,
	2019		2018
Revolving credit facility due in 2022	$	339,800	$	306,000
6.125% senior notes due in 2026		300,000		300,000
Senior notes unamortized deferred issuance costs, net of accumulated amortization of $909 and $704, respectively		(7,173)		(7,378)
	$	632,627	$	598,622

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

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TransMontaigne Partners LLC and subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

Our senior secured revolving credit facility (“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, 2019 and the year ended December 31, 2018.  

We may elect to have loans under our revolving credit facility bear interest either (i) at a rate of LIBOR plus a margin ranging from 1.75% to 2.75% depending on the total leverage ratio then in effect, or (ii) at the base rate plus a margin ranging from 0.75% to 1.75% depending on the total leverage ratio then in effect. We also pay a commitment fee on the unused amount of commitments, ranging from 0.375% to 0.5% per annum, depending on the total leverage ratio then in effect. Our obligations under our revolving credit facility are secured by a first priority security interest in favor of the lenders in the majority of our assets, including our investments in unconsolidated affiliates. For the three months ended March 31, 2019 and 2018, the weighted average interest rate on borrowings under our revolving credit facility was approximately 5.9% and 4.6%, respectively. At March 31, 2019 and December 31, 2018, our outstanding borrowings under our revolving credit facility were  $339.8 million and $306 million, respectively. At both March 31, 2019 and December 31, 2018 our outstanding letters of credit were $0.4 million.

(12)  DEFERRED COMPENSATION EXPENSE

We have a savings and retention program to compensate certain employees of TLP Management Services who provide services to the Company. Prior to the Take-Private Transaction, we also had a long‑term incentive plan to compensate the independent directors of our general partner. Awards under the long-term incentive plan were settled in our common units, and accordingly, we accounted for the awards as an equity award. For awards to the independent directors, deferred compensation expense was approximately  $0.1 million for both the three months ended March 31, 2019 and 2018.

Savings and retention program. 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, or TLP Management Services, as specified in the program; however, these terms may be subject to varying terms for future awards.  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 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.

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Notes to consolidated financial statements (unaudited) (continued)

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.

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, GAAP requires us to classify the savings and retention program awards as a non-employee award and measure the cost of services received based on the vesting‑date fair value of the award. That cost, or an estimate of that cost in the case of unvested awards, is recognized over the period during which services are provided in exchange for the award.

For awards to employees of TLP Management Services, approximately $0.7 million and $1.9 million is included in deferred compensation expense for the three months ended March 31, 2019 and 2018, respectively. 

(13) COMMITMENTS AND CONTINGENCIES

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

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

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

The impact of ASC 842 on our consolidated balance sheet beginning January 1, 2019 was the recognition of right-of-use assets and lease liabilities for operating leases. Unamortized lease incentives were reclassified into right-of-use assets on January 1, 2019.  Amounts recognized at January 1, 2019 and March 31, 2019 for operating leases were as follows (in thousands):

Right-of-use assets, operating leases - January 1, 2019	$	34,800
Amortization of right-of-use assets		(398)
Right-of-use assets, operating leases - March 31, 2019	$	34,402
Operating lease liabilities - January 1, 2019	$	36,106
Liability reduction		(568)
Operating lease liabilities - March 31, 2019	$	35,538
Current portion of operating lease liabilities	$	1,922
Long-term operating lease liabilities	$	33,616

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

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TransMontaigne Partners LLC and subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

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, 2019, the Company was party to certain subleasing arrangements whereby the Company, as the primary obligor on the lease, has recognized sublease income for lease payments made by affiliates to the lessor.

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

	March 31,
	2019
Operating leases	$	816
Short-term and variable leases		151
Total lease costs	$	967

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

	March 31,
	2019
Cash outflows for operating leases	$	986
Sublease income as primary obligor	$	406
Weighted average remaining lease term (years)		20.54
Weighted average discount rate		5.2%

Undiscounted cash flows owed by the Company to lessors pursuant to contractual agreements in effect as of March 31, 2019 and related imputed interest are as follows (in thousands):

2019	$	2,034
2020		3,612
2021		3,600
2022		3,584
2023		3,599
Thereafter		43,474
Total lease payments		59,903
Less imputed interest		(24,365)
Present value of lease liabilities	$	35,538

23

TransMontaigne Partners LLC and subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

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

Years ending December 31:
2019	$	3,015
2020		3,374
2021		3,210
2022		2,315
2023		2,263
Thereafter		6,287
	$	20,464

Contract commitments.  At March 31, 2019, we have contractual commitments of approximately $28.4 million for the supply of services, labor and materials related to capital projects that currently are under development. We expect that these contractual commitments will be paid during the year ending December 31, 2019.

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

(14) DISCLOSURES ABOUT FAIR VALUE

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

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

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

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

Debt. The carrying amount of our revolving credit facility debt approximates fair value since borrowings under the facility bear interest at current market interest rates. The estimated fair value of our $300 million publicly traded senior notes at March 31, 2019 was approximately $284.2 million based on observable market trades. The fair value of our debt is categorized in Level 2 of the fair value hierarchy.

24

TransMontaigne Partners LLC and subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

(15) REVENUE FROM CONTRACTS WITH CUSTOMERS

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

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

	Three months ended
	March 31,
	2019		2018
Terminaling services fees:
Firm commitments (ASC 842/840 revenue)	$	40,685	$	38,706
Firm commitments (ASC 606 revenue)		3,484		3,427
Total firm commitments revenue		44,169		42,133
Ancillary revenue (ASC 606 revenue)		10,531		9,771
Ancillary revenue (ASC 842/840 revenue)		975		1,287
Total ancillary revenue		11,506		11,058
Total terminaling services fees		55,675		53,191
Pipeline transportation fees (ASC 842/840 revenue)		849		869
Management fees (ASC 606 revenue)		1,664		2,365
Management fees (ASC 842/840 revenue)		456		19
Total management fees		2,120		2,384
Total revenue	$	58,644	$	56,444

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

Estimated Future ASC 606 Revenue by Segment

	Gulf Coast		Midwest			Brownsville		River		Southeast		West Coast
	Terminals		Terminals			Terminals		Terminals		Terminals		Terminals		Total
2019	$	3,418	$	422	$	—	$	916	$	—	$	3,520	$	8,276
2020		1,716		563		—		1,039		—		3,606		6,924
2021		1,339		47		—		519		—		3,477		5,382
2022		948		—		—		—		—		869		1,817
2023		—		—		—		—		—		—		—
Thereafter		—		—		—		—		—		—		—
Total estimated future ASC 606 revenue	$	7,421	$	1,032	$	—	$	2,474	$	—	$	11,472	$	22,399

Our estimated future ASC 606 revenue, for purposes of the tabular presentation above, excludes estimates of future rate changes due to changes in indices or contractually negotiated rate escalations and is generally limited to contracts that have minimum payment arrangements. The balances disclosed include the full amount of our customer commitments accounted for as ASC 606 revenue as of March 31, 2019 through the expiration of the related contracts. The balances disclosed exclude all performance obligations for which the original expected term is one year or less, the

25

TransMontaigne Partners LLC and subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

term of the contract with the customer is open and cannot be estimated, the contract includes options for future purchases or the consideration is variable.

Estimated future ASC 606 revenue in the table above excludes revenue arrangements accounted for in accordance with ASC 842 in the amount of $132.4 million for the remainder of 2019, $155.8 million for 2020, $123.9 million for 2021, $93.0 million for 2022, $79.5 million for 2023 and $529.6 million thereafter.

(16) BUSINESS SEGMENTS

We provide integrated terminaling, storage, transportation and related services to companies engaged in the trading, distribution and marketing of refined petroleum products, crude oil, chemicals, fertilizers and other liquid products. Our chief operating decision maker is the Company’s chief executive officer. The Company’s chief executive officer reviews the financial performance of our business segments using disaggregated financial information about “net margins” for purposes of making operating decisions and assessing financial performance. “Net margins” is composed of revenue less direct operating costs and expenses. Accordingly, we present “net margins” for each of our business segments: (i) Gulf Coast terminals, (ii) Midwest terminals, (iii) Brownsville terminals, (iv) River terminals, (v) Southeast terminals and (vi) West Coast terminals.

26

TransMontaigne Partners LLC and subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

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

	Three months ended
	March 31,
	2019		2018
Gulf Coast Terminals:
Terminaling services fees	$	16,166	$	16,173
Management fees		9		97
Revenue		16,175		16,270
Direct operating costs and expenses		(5,449)		(5,832)
Net margins		10,726		10,438
Midwest Terminals
Terminaling services fees		2,490		2,419
Pipeline transportation fees		453		433
Revenue		2,943		2,852
Direct operating costs and expenses		(585)		(712)
Net margins		2,358		2,140
Brownsville Terminals:
Terminaling services fees		2,297		2,066
Pipeline transportation fees		396		436
Management fees		1,659		2,104
Revenue		4,352		4,606
Direct operating costs and expenses		(2,186)		(2,041)
Net margins		2,166		2,565
River Terminals:
Terminaling services fees		2,362		2,754
Revenue		2,362		2,754
Direct operating costs and expenses		(1,486)		(1,836)
Net margins		876		918
Southeast Terminals:
Terminaling services fees		21,376		20,239
Management fees		221		183
Revenue		21,597		20,422
Direct operating costs and expenses		(6,124)		(6,619)
Net margins		15,473		13,803
West Coast Terminals:
Terminaling services fees		10,984		9,540
Management fees		231		—
Revenue		11,215		9,540
Direct operating costs and expenses		(3,970)		(3,105)
Net margins		7,245		6,435
Total net margins		38,844		36,299
General and administrative expenses		(7,670)		(4,981)
Insurance expenses		(1,361)		(1,246)
Deferred compensation expense		(799)		(2,017)
Depreciation and amortization		(12,579)		(11,808)
Earnings from unconsolidated affiliates		1,140		2,889
Operating income		17,575		19,136
Other expenses		(9,591)		(6,962)
Net earnings	$	7,984	$	12,174

27

TransMontaigne Partners LLC and subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

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

	Three months ended March 31, 2019
	Gulf Coast		Midwest		Brownsville		River		Southeast		West Coast
	Terminals		Terminals		Terminals		Terminals		Terminals		Terminals		Total
Revenue:
External customers	$	13,923	$	2,943	$	1,991	$	2,362	$	21,597	$	11,215	$	54,031
Frontera		—		—		2,361		—		—		—		2,361
Associated Asphalt, LLC		2,252		—		—		—		—		—		2,252
Revenue	$	16,175	$	2,943	$	4,352	$	2,362	$	21,597	$	11,215	$	58,644
Capital expenditures	$	1,454	$	279	$	7,828	$	487	$	15,649	$	4,583	$	30,280
Identifiable assets	$	118,683	$	19,172	$	62,827	$	45,764	$	249,548	$	276,274	$	772,268
Cash and cash equivalents														301
Investments in unconsolidated affiliates														225,483
Revolving credit facility unamortized deferred issuance costs, net														5,091
Right of use assets														34,402
Other														7,224
Total assets													$	1,044,769

	Three months ended March 31, 2018
	Gulf Coast		Midwest		Brownsville		River		Southeast		West Coast
	Terminals		Terminals		Terminals		Terminals		Terminals		Terminals		Total
Revenue:
External customers	$	14,058	$	2,852	$	2,488	$	2,754	$	20,422	$	9,540	$	52,114
Frontera		—		—		2,118		—		—		—		2,118
Associated Asphalt, LLC		2,212		—		—		—		—		—		2,212
Revenue	$	16,270	$	2,852	$	4,606	$	2,754	$	20,422	$	9,540	$	56,444
Capital expenditures	$	1,366	$	301	$	443	$	547	$	3,283	$	563	$	6,503

(17) SUBSEQUENT EVENT

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

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

RECENT DEVELOPMENTS

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 (i)(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, (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 (“NYSE”). In connection with the Take-Private Transaction, the Company prepared and filed a post-effective amendment to its Form S-3 registration statement in effect to deregister all securities of the Partnership that had been registered for issuance and remained unsold as of the effectiveness of the Take-Private Transaction. Our currently outstanding 6.125% senior unsecured notes due in 2026 remain outstanding, and the Company is voluntarily filing with the Securities and Exchange Commission pursuant to the covenants contained in those notes.

Further, in connection with the Take-Private Transaction, (i) effective February 26, 2019, we entered into the fourth amended and restated omnibus agreement and amended our senior secured credit facility, to among other things,  address governance changes in connection with us being wholly owned by an indirect controlled subsidiary of ArcLight, and (ii) on February 25, 2019, pursuant to the terms of the TLP Management Services savings and retention program, the plan administrator amended and restated the TLP Management Services savings and retention program, including to separate the program from the TLP Management Services 2016 long-term incentive plan and to remove common units of the Partnership as an investment or payment option under the program.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

A summary of the significant accounting policies that we have adopted and followed in the preparation of our consolidated financial statements is detailed in Note 1 of Notes to consolidated financial statements as of and for the three months ended March 31, 2019. Certain of these accounting policies require the use of estimates. The following estimates, in management’s opinion, are subjective in nature, require the exercise of judgment, and involve complex analyses: useful lives of our plant and equipment and accrued environmental obligations. These estimates are based on our knowledge and understanding of current conditions and actions we may take in the future. Changes in these estimates will occur as a result of the passage of time and the occurrence of future events. Subsequent changes in these estimates may have a significant impact on our financial condition and results of operations.

29

RESULTS OF OPERATIONS—THREE MONTHS ENDED MARCH 31, 2019 AND 2018

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

ANALYSIS OF REVENUE

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

Total Revenue by Category

	Three months ended March 31,
	2019		2018
Terminaling services fees	$	55,675	$	53,191
Pipeline transportation fees		849		869
Management fees		2,120		2,384
Revenue	$	58,644	$	56,444

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

We operate our business and report our results of operations in six principal business segments: (i) Gulf Coast terminals, (ii) Midwest terminals, (iii) Brownsville terminals, (iv) River terminals, (v) Southeast terminals and (vi) West Coast terminals. The aggregate revenue of each of our business segments was as follows (in thousands):

Total Revenue by Business Segment

	Three months ended March 31,
	2019		2018
Gulf Coast terminals	$	16,175	$	16,270
Midwest terminals		2,943		2,852
Brownsville terminals		4,352		4,606
River terminals		2,362		2,754
Southeast terminals		21,597		20,422
West Coast terminals		11,215		9,540
Revenue	$	58,644	$	56,444

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

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

We refer to the fixed amount of revenue recognized pursuant to our terminaling services agreements as being “firm commitments.” Revenue recognized in excess of firm commitments and revenue recognized based solely on the volume of product distributed or injected are referred to as “ancillary.” In addition “ancillary” revenue also includes fees

30

received from ancillary services including heating and mixing of stored products, product transfer, railcar handling, butane blending, proceeds from the sale of product gains, wharfage and vapor recovery.

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

Terminaling Services Fees by Business Segment

	Three months ended March 31,
	2019		2018
Gulf Coast terminals	$	16,166	$	16,173
Midwest terminals		2,490		2,419
Brownsville terminals		2,297		2,066
River terminals		2,362		2,754
Southeast terminals		21,376		20,239
West Coast terminals		10,984		9,540
Terminaling services fees	$	55,675	$	53,191

The increase in terminaling services fees at our Southeast terminals includes an increase of approximately $0.7 million resulting from placing into service approximately 870,000 barrels of new tank capacity at our Collins, Mississippi terminal in the first quarter of 2019.  

The increase in terminaling services fees at our West Coast terminals is a result of contracting available capacity to a third-party customer.

Included in terminaling services fees for the three months ended March 31, 2019 and 2018 are fees charged to affiliates of approximately $3.0 million and $2.8 million, respectively.

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

Firm Commitments and Ancillary Revenue

	Three months ended March 31,
	2019		2018
Firm commitments	$	44,169	$	42,133
Ancillary		11,506		11,058
Terminaling services fees	$	55,675	$	53,191

The remaining terms on the terminaling services agreements that generated “firm commitments” for the three months ended March 31, 2019 are as follows (in thousands):

Less than 1 year remaining	$	8,926	20%
1 year or more, but less than 3 years remaining		14,144	32%
3 years or more, but less than 5 years remaining		9,209	21%
5 years or more remaining (1)		11,890	27%
Total firm commitments for the three months ended March 31, 2019	$	44,169

_____________________________

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

31

category in the table above.

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

Pipeline Transportation Fees by Business Segment

	Three months ended March 31,
	2019		2018
Gulf Coast terminals	$	—	$	—
Midwest terminals		453		433
Brownsville terminals		396		436
River terminals		—		—
Southeast terminals		—		—
West Coast terminals		—		—
Pipeline transportation fees	$	849	$	869

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 rail sites at certain Southeast terminals on behalf of a major oil company and receive reimbursement for operating and maintenance costs. We lease land under operating leases as the lessor or sublessor with third parties and affiliates. We also managed and operated for an affiliate of PEMEX, Mexico’s state-owned petroleum company, a products pipeline connected to our Brownsville terminal facility and received a management fee through August 23, 2018. The management fees by business segments were as follows (in thousands):

Management Fees by Business Segment

	Three months ended March 31,
	2019		2018
Gulf Coast terminals	$	9	$	97
Midwest terminals		—		—
Brownsville terminals		1,659		2,104
River terminals		—		—
Southeast terminals		221		183
West Coast terminals		231		—
Management fees	$	2,120	$	2,384

Included in management fees for the three months ended March 31, 2019 and 2018 are fees charged to affiliates of approximately $1.7 million and $1.5 million, respectively.

32

ANALYSIS OF COSTS AND EXPENSES

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

Direct Operating Costs and Expenses

	Three months ended March 31,
	2019		2018
Wages and employee benefits	$	7,653	$	7,778
Utilities and communication charges		2,685		2,425
Repairs and maintenance		3,054		4,546
Office, rentals and property taxes		3,177		2,962
Vehicles and fuel costs		209		189
Environmental compliance costs		875		787
Other		2,147		1,458
Direct operating costs and expenses	$	19,800	$	20,145

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

Direct Operating Costs and Expenses by Business Segment

	Three months ended March 31,
	2019		2018
Gulf Coast terminals	$	5,449	$	5,832
Midwest terminals		585		712
Brownsville terminals		2,186		2,041
River terminals		1,486		1,836
Southeast terminals		6,124		6,619
West Coast terminals		3,970		3,105
Direct operating costs and expenses	$	19,800	$	20,145

General and administrative expenses include fees paid to TLP Management Services under the omnibus agreement to cover the costs of centralized corporate functions such as legal, accounting, treasury, insurance administration and claims processing, information technology, human resources, credit, payroll, taxes and other corporate services. General and administrative expenses also include direct general and administrative expenses for costs and expenses of employees performing engineering, health, safety and environmental services, third party accounting costs associated with annual and quarterly reports and tax return and Schedule K‑1 preparation and distribution, legal fees and independent director fees. The general and administrative expenses were approximately $7.7 million and $5.0 million for the three months ended March 31, 2019 and 2018, respectively. The increase in general and administrative expenses for the three months ended March 31, 2019 is primarily attributable to an increase in the omnibus fee beginning May 13, 2018 and one-time costs associated with the Take-Private Transaction.

Insurance expenses include charges for insurance premiums to cover costs of insuring activities such as property, casualty, pollution, automobile, directors’ and officers’ liability, and other insurable risks. For the three months ended March 31, 2019 and 2018, the expense associated with insurance was approximately $1.4 million and $1.2 million, respectively. 

Deferred compensation expense includes expense associated with awards granted to certain key officers and employees who provide service to us that vest over future service periods and, prior to the Take-Private Transaction, grants to the independent directors of our general partner under our long-term incentive plan (which was terminated in

33

connection with the Take-Private Transaction). Prior to the Take-Private Transaction, we had the intent and ability to settle the deferred compensation awards in our common units, and accordingly, we accounted for the awards as an equity award; following the Take-Private Transaction, we have the intent and ability to settle the awards in cash. The expenses associated with these deferred compensation awards were approximately $0.8 million and $2.0 million for the three months ended March 31, 2019 and 2018, respectively. 

For the three months ended March 31, 2019 and 2018, depreciation and amortization expense was approximately $12.6 million and $11.8 million, respectively.

For the three months ended March 31, 2019 and 2018, interest expense was approximately $8.8 million and $6.5 million, respectively. The increase in interest expense is primarily attributable to financing our growth capital projects with additional debt and increases in LIBOR based interest rates.

ANALYSIS OF INVESTMENTS IN UNCONSOLIDATED AFFILIATES

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

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

	Three months ended March 31,
	2019		2018
BOSTCO	$	576	$	1,991
Frontera		564		898
Total earnings from investments in unconsolidated affiliates	$	1,140	$	2,889

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

	Three months ended March 31,
	2019		2018
BOSTCO	$	—	$	—
Frontera		225		1,150
Additional capital investments in unconsolidated affiliates	$	225	$	1,150

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

	Three months ended March 31,
	2019		2018
BOSTCO	$	2,408	$	2,094
Frontera		505		1,096
Cash distributions received from unconsolidated affiliates	$	2,913	$	3,190

34

LIQUIDITY AND CAPITAL RESOURCES

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

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

	Three months ended March 31,
	2019		2018
Net cash provided by operating activities	$	13,924	$	24,394
Net cash provided by (used in) investing activities	$	(30,505)	$	2,372
Net cash provided by (used in) financing activities	$	16,550	$	(26,752)

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

The increase in net cash used in investing activities is primarily related to the timing of construction spend and proceeds of approximately $10.0 million from the sale of assets in February 2018.  

Additional investments and expansion capital projects at our terminals have been approved and currently are, or will be, under construction with estimated completion dates that extend through the fourth quarter of 2019. At March 31, 2019, the remaining expenditures to complete the approved projects are estimated to be approximately $55 million. These expenditures primarily relate to the construction costs associated with our Collins, Mississippi Phase II terminal expansion and our expansion of the Brownsville operations. 

Our Collins Phase II terminal expansion includes the construction of an additional 870,000 barrels of new storage capacity and significant improvements to the Colonial Pipeline receipt and delivery manifolds. The anticipated aggregate cost of this project is estimated to be approximately $55 million. Approximately 870,000 barrels were placed into commercial service in the first quarter of 2019, with the manifold improvements to be placed into commercial service in the second half of 2019.

 Our expansion of our Brownsville operations includes the construction of approximately 630,000 barrels of additional liquids storage capacity and the conversion of our Diamondback Pipeline to transport diesel and gasoline to the U.S./Mexico border. The first tanks of the additional liquids storage capacity was placed into commercial service during the first quarter of 2019. We expect to recommission the Diamondback Pipeline and resume operations on both the 8” pipeline and the previously idle 6” pipeline by the end of 2019, with the remaining additional liquids storage capacity being placed into commercial service at the same time. The anticipated aggregate cost of the terminal expansion and pipeline recommissioning is estimated to be approximately $55 million.

The change in net cash provided by (used in) financing activities includes an increase of approximately $36.8 million in borrowings under our revolving credit facility primarily to fund additional growth capital projects and $7.4 million in debt issuance costs in the first quarter of last year related to issuing senior notes in February 2018. Net proceeds of the senior notes were primarily used to repay indebtedness under our revolving credit facility.

Third amended and restated senior secured credit facility.  On December 14, 2017 we amended our revolving credit facility, which increased the maximum borrowing line of credit to $850 million from $600 million. At our request, the maximum borrowing line of credit may be increased by an additional $250 million, subject to the approval of the administrative agent and the receipt of additional commitments from one or more lenders. The terms of our revolving credit facility include covenants that restrict our ability to make cash distributions, acquisitions and investments, including investments in joint ventures. We may make distributions of cash to the extent of our “available cash” as defined in our LLC agreement. We may make acquisitions and investments that meet the definition of “permitted acquisitions”; “other investments” which may not exceed 5% of “consolidated net tangible assets”; and additional future “permitted JV investments” up to $175 million, which may include additional investments in BOSTCO. The principal balance of loans and any accrued and unpaid interest are due and payable in full on the maturity date, March 13, 2022.

35

We may elect to have loans under our revolving credit facility bear interest either (i) at a rate of LIBOR plus a margin ranging from 1.75% to 2.75% depending on the total leverage ratio then in effect, or (ii) at the base rate plus a margin ranging from 0.75% to 1.75% depending on the total leverage ratio then in effect. We also pay a commitment fee on the unused amount of commitments, ranging from 0.375% to 0.5% per annum, depending on the total leverage ratio then in effect. Our obligations under our revolving credit facility are secured by a first priority security interest in favor of the lenders in the majority of our assets, including our investments in unconsolidated affiliates. At March 31, 2019, our outstanding borrowings under our revolving credit facility were $339.8 million.  

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

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

	Three months ended								Twelve months ending
	June 30,		September 30,		December 31,		March 31,		March 31,
	2018		2018		2018		2019		2019
Financial performance covenant tests:
Consolidated EBITDA (1)	$	33,833	$	36,063	$	31,564	$	31,474	$	132,934
Material Project credit (2)		854		663		8,220		981		10,718
Consolidated EBITDA for the leverage ratios (1)	$	34,687	$	36,726	$	39,784	$	32,455	$	143,652
Revolving credit facility debt										339,800
6.125% senior notes due in 2026										300,000
Consolidated funded indebtedness									$	639,800
Senior secured leverage ratio										2.37
Total leverage ratio										4.45
Consolidated EBITDA for the interest coverage ratio (1)	$	33,833	$	36,063	$	31,564	$	31,474	$	132,934
Consolidated interest expense (1) (3)	$	8,188	$	8,464	$	8,396	$	8,699	$	33,747
Interest coverage ratio										3.94
Reconciliation of consolidated EBITDA to cash flows provided by operating activities:
Consolidated EBITDA for the total leverage ratio (1)	$	34,687	$	36,726	$	39,784	$	32,455	$	143,652
Material Project credit (2)		(854)		(663)		(8,220)		(981)		(10,718)
Interest expense		(8,273)		(8,608)		(8,558)		(8,842)		(34,281)
Unrealized loss on derivative instruments		85		144		162		143		534
Amortization of deferred revenue		(149)		(119)		131		(27)		(164)
Taxes paid for equity compensation awards		317		—		—		—		317
Change in operating assets and liabilities		9,656		3,122		4,819		(8,824)		8,773
Cash flows provided by operating activities	$	35,469	$	30,602	$	28,118	$	13,924	$	108,113

___________________________________

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

36

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

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

Termination of shelf registration.  On September 2, 2016, the SEC declared effective a universal shelf registration statement, which replaced our prior shelf registration statement that previously expired. Prior to the Take-Private Transaction, the shelf registration statement allowed the Partnership to issue and register with the SEC common units and debt securities. In February 2018, the Partnership used the shelf registration statement to issue senior notes. In connection with the Take-Private Transaction, the Company prepared and filed a post-effective amendment to its Form S-3 registration statement in effect to deregister all securities of the Partnership that had been registered for issuance and remained unsold as of the effectiveness of the Take-Private Transaction. The senior notes remain outstanding and the Company is voluntarily filing pursuant to the covenants contained in the senior notes.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Market risk is the risk of loss arising from adverse changes in market rates and prices. A principal market risk to which we are exposed is interest rate risk associated with borrowings under our revolving credit facility. Borrowings under our revolving credit facility bear interest at a variable rate based on LIBOR or the lender’s base rate. At March 31, 2019, we had outstanding borrowings of  $339.8 million under our revolving credit facility. Based on the outstanding balance of our variable‑interest‑rate debt at March 31, 2019,  and assuming market interest rates increase or decrease by 100 basis points, the potential annual increase or decrease in interest expense is approximately $3.4 million.

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

ITEM 4.  CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit to the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Commission’s rules and forms, and that information is accumulated and communicated to the management of the Company, including the Company’s principal executive and principal financial officer (whom we refer to as the Certifying Officers), as appropriate to allow timely decisions regarding required disclosure. The management of the Company evaluated, with the participation of the Certifying Officers, the effectiveness of our disclosure controls and procedures as of March 31, 2019, pursuant to Rule 13a‑15(b) under the Exchange Act. Based upon that evaluation, the Certifying Officers concluded that, as of March 31, 2019, our disclosure controls and procedures were effective. There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

37

Part II. Other Information

ITEM 1.  LEGAL PROCEEDINGS

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

ITEM 1A.  RISK FACTORS

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

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

38

ITEM 6.  EXHIBITS

Exhibit number	Description of exhibits
1.1	Agreement and Plan of Merger, dated as of February 26, 2019, by and between TransMontaigne Partners LLC and TransMontaigne GP L.L.C.  (incorporated by reference to Exhibit 1.1 of the Current Report on Form 8-K filed by TransMontaigne Partners LLC with the SEC on February 28, 2019).
2.1	Agreement and Plan of Merger, dated as of November 25, 2018, by and among TLP Finance Holdings, LLC, TLP Acquisition Holdings, LLC, TLP Equity Holdings, LLC, TLP Merger Sub, LLC, TransMontaigne Partners L.P. and TransMontaigne GP L.L.C. (incorporated by reference to the Current Report on Form 8-K of the Partnership filed with the SEC on November 26, 2018).
3.1	Certificate of Merger of TLP Merger Sub, LLC into TransMontaigne Partners L.P., effective as of February 26, 2019 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by TransMontaigne Partners LLC with the SEC on February 28, 2019).
3.2	Certificate of Conversion of TransMontaigne Partners L.P. into TransMontaigne Partners LLC, effective as of February 26, 2019 (incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed by TransMontaigne Partners LLC with the SEC on February 28, 2019).
3.3	Certificate of Formation of TransMontaigne Partners LLC, dated February 26, 2019 (incorporated by reference to Exhibit 3.3 of the Current Report on Form 8-K filed by TransMontaigne Partners LLC with the SEC on February 28, 2019).
3.4	Limited Liability Company Agreement of TransMontaigne Partners LLC, dated February 26, 2019 (incorporated by reference to Exhibit 3.4 of the Current Report on Form 8-K filed by TransMontaigne Partners LLC with the SEC on February 28, 2019).
3.5	Certificate of Merger of TransMontaigne GP L.L.C. into TransMontaigne Partners LLC, effective as of February 26, 2019 (incorporated by reference to Exhibit 3.5 of the Current Report on Form 8-K filed by TransMontaigne Partners LLC with the SEC on February 28, 2019).
10.1	Second Amendment to Third Amended and Restated Senior Secured Credit Facility, dated as of February 26, 2019, by and among TransMontaigne Operating Company L.P., as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by TransMontaigne Partners LLC with the SEC on February 28, 2019).
10.2	Fourth Amended and Restated Omnibus Agreement, dated as of February 26, 2019, by and among TransMontaigne Partners LLC, TransMontaigne Operating GP L.L.C., TransMontaigne Operating Company L.P. and TLP Management Services LLC (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by TransMontaigne Partners LLC with the SEC on February 28, 2019).
10.3	TLP Management Services LLC Amended and Restated Savings and Retention Plan (incorporated by reference to Exhibit 10.18 of the Annual Report on Form 10-K filed by TransMontaigne Partners LLC with the SEC on March 15, 2019).
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.
101	The following financial information from the Quarterly Report on Form 10‑Q of TransMontaigne Partners LLC and subsidiaries for the quarter ended March 31, 2019, formatted in XBRL (eXtensible Business Reporting Language): (i) consolidated balance sheets, (ii) consolidated statements of operations, (iii) consolidated statements of equity, (iv) consolidated statements of cash flows and (v) notes to consolidated financial statements.

39

SIGNATURES

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

		Chief Executive Officer
Date: May 10, 2019	TransMontaigne Partners LLC
	By:	/s/ Frederick W. Boutin Frederick W. Boutin Chief Executive Officer
	By:	/s/ Robert T. Fuller Robert T. Fuller Chief Financial Officer

40

EX-31.1

Exhibit 31.1

Certification Pursuant to

Section 302 of the Sarbanes‑Oxley Act of 2002

I, Frederick W. Boutin, Chief Executive Officer of TransMontaigne Partners LLC, a Delaware limited liability company (the “Company”), certify that:

1. I have reviewed this Quarterly Report on Form 10‑Q of TransMontaigne Partners LLC for the fiscal quarter ended March 31, 2019;

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

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

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

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

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

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

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

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

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

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

Date: May 10, 2019

Chief Executive Officer

/s/ Frederick W. Boutin

Frederick W. Boutin
Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification Pursuant to

Section 302 of the Sarbanes‑Oxley Act of 2002

I, Robert T. Fuller, Chief Financial Officer of TransMontaigne Partners LLC, a Delaware limited liability company (the “Company”), certify that:

1. I have reviewed this Quarterly Report on Form 10‑Q of TransMontaigne Partners LLC for the fiscal quarter ended March 31, 2019;

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

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

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

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

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

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

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

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

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

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

Date: May 10, 2019

Chief Financial Officer

/s/ Robert T. Fuller

Robert T. Fuller
Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to

Section 906 of the Sarbanes‑Oxley Act of 2002

(18 U.S.C. Section 1350)

The undersigned, the Chief Executive Officer of TransMontaigne Partners LLC, a Delaware limited liability company (the “Company”), hereby certifies that, to his knowledge on the date hereof:

(a) the Quarterly Report on Form 10‑Q of the Company for the fiscal quarter ended March 31, 2019, filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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

Chief Executive Officer
May 6, 2014

/s/ Frederick W. Boutin

Frederick W. Boutin
Chief Executive Officer
May 10, 2019

EX-32.2

Exhibit 32.2

Certification of Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to

Section 906 of the Sarbanes‑Oxley Act of 2002

(18 U.S.C. Section 1350)

The undersigned, the Chief Financial Officer of TransMontaigne Partners LLC, a Delaware limited liability company (the “Company”), hereby certifies that, to his knowledge on the date hereof:

(a) the Quarterly Report on Form 10‑Q of the Company for the fiscal quarter ended March 31, 2019, filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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

Chief Financial Officer
May 6, 2014

/s/ Robert T. Fuller

Robert T. Fuller
Chief Financial Officer
May 10, 2019

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2019 shares
Document and Entity Information
Entity Registrant Name	TransMontaigne Partners LLC
Entity Central Index Key	0001319229
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding	0
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1

XML

Consolidated balance sheets - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 301	$ 332
Trade accounts receivable, net	16,466	14,042
Due from affiliates	1,604	1,402
Other current assets	10,150	8,193
Total current assets	28,521	23,969
Property, plant and equipment, net	695,903	688,179
Goodwill	9,428	9,428
Investments in unconsolidated affiliates	225,483	227,031
Right-of-use assets, operating leases	34,402
Other assets, net	51,032	50,769
TOTAL ASSETS	1,044,769	999,376
Current liabilities:
Trade accounts payable	17,903	27,007
Due to affiliates		456
Operating lease liabilities	1,922
Accrued liabilities	26,605	28,921
Total current liabilities	46,430	56,384
Other liabilities	4,936	4,643
Long-term operating lease liabilities	33,616
Long-term debt	632,627	598,622
Total liabilities	717,609	659,649
Commitments and contingencies (Note 13)
Equity:
Common units - 16,229,123 issued and outstanding at December 31, 2018		286,237
General partner interest - 2% interest with 331,206 equivalent units outstanding at December 31, 2018		53,490
Member interest	327,160
Total equity	327,160	339,727
TOTAL LIABILITIES AND EQUITY	$ 1,044,769	$ 999,376

XML

Consolidated balance sheets (Parenthetical)	12 Months Ended
	Dec. 31, 2018 shares
Consolidated balance sheets
Common unitholders, units issued	16,229,123
Common unitholders, units outstanding	16,229,123
General partner interest (as a percent)	2.00%
General partner interest, equivalent units outstanding	331,206

XML

Consolidated statements of operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Revenue:
Total revenue	$ 58,644	$ 56,444
Operating costs and expenses:
Direct operating costs and expenses	(19,800)	(20,145)
General and administrative expenses	(7,670)	(4,981)
Insurance expenses	(1,361)	(1,246)
Deferred compensation expense	(799)	(2,017)
Depreciation and amortization	(12,579)	(11,808)
Total operating costs and expenses	(42,209)	(40,197)
Earnings from unconsolidated affiliates	1,140	2,889
Operating income	17,575	19,136
Other expenses:
Interest expense	(8,842)	(6,461)
Amortization of deferred debt issuance costs	(749)	(501)
Total other expenses	(9,591)	(6,962)
Net earnings	7,984	12,174
External customers
Revenue:
Total revenue	54,031	52,114
Affiliates
Revenue:
Total revenue	$ 4,613	$ 4,330

XML

Consolidated statements of equity - USD ($) $ in Thousands	Common units	General partner interest	Member interest	Total
Balance at Dec. 31, 2017	$ 310,769	$ 53,448		$ 364,217
Increase (Decrease) in Partners' Capital
Distributions to unitholders	(51,152)	(15,672)		(66,824)
Equity-based compensation	3,208			3,208
Issuance of common units pursuant to our long-term incentive plan	270			270
Settlement of tax withholdings on equity-based compensation	(658)			(658)
Contribution of cash by TransMontaigne GP to maintain its 2% general partner interest		39		39
Net earnings	23,800	15,675		39,475
Balance at Dec. 31, 2018	286,237	53,490		339,727
Increase (Decrease) in Partners' Capital
Distributions to unitholders	(13,064)	(4,186)		(17,250)
Equity-based compensation	45			45
Purchase of common units and conversion to member interest	(276,208)	(51,978)
Purchase of common units and conversion to member interest			$ 328,186
Reclassification of outstanding equity-based compensation to liability			(3,346)	(3,346)
Net earnings	$ 2,990	$ 2,674	2,320	7,984
Balance at Mar. 31, 2019			$ 327,160	$ 327,160

XML

Consolidated statements of equity (Parenthetical)	12 Months Ended
	Dec. 31, 2018 shares
Consolidated statements of equity
Issuance of common units pursuant to our long-term incentive plan (in units)	6,972
Issuance of common units pursuant to our savings and retention program (in units)	44,798
General partner interest (as a percent)	2.00%

XML

Consolidated statements of cash flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Cash flows from operating activities:
Net earnings	$ 7,984	$ 12,174
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	12,579	11,808
Earnings from unconsolidated affiliates	(1,140)	(2,889)
Distributions from unconsolidated affiliates	2,913	3,190
Deferred compensation expense	799	2,017
Deferred compensation payments	(1,252)
Amortization of deferred debt issuance costs	749	501
Amortization of deferred revenue	(27)	(187)
Unrealized loss on derivative instruments	143	42
Changes in operating assets and liabilities:
Trade accounts receivable, net	(2,424)	2
Due from affiliates	(92)	(2,294)
Other current assets	(2,100)	(1,799)
Amounts due under long-term terminaling services agreements, net	422	28
Right-of-use assets, operating leases	398
Deposits	9
Trade accounts payable	1,350	1,574
Due to affiliates	(456)
Other assets, net	(199)
Accrued liabilities	(5,164)	227
Operating lease liabilities	(568)
Net cash provided by operating activities	13,924	24,394
Cash flows from investing activities:
Investments in unconsolidated affiliates	(225)	(1,150)
Capital expenditures	(30,280)	(6,503)
Proceeds from sale of assets		10,025
Net cash provided by (used in) investing activities	(30,505)	2,372
Cash flows from financing activities:
Proceeds from senior notes		300,000
Borrowings under revolving credit facility	57,200	46,600
Repayments under revolving credit facility	(23,400)	(349,600)
Debt issuance costs		(7,366)
Taxes paid for equity compensation awards		(341)
Distributions paid to unitholders	(17,250)	(16,063)
Contribution of cash by TransMontaigne GP		18
Net cash provided by (used in) financing activities	16,550	(26,752)
Increase (decrease) in cash and cash equivalents	(31)	14
Cash and cash equivalents at beginning of period	332	923
Cash and cash equivalents at end of period	301	937
Supplemental disclosures of cash flow information:
Cash paid for interest	13,210	4,366
Property, plant and equipment acquired with accounts payable	$ 10,454	$ 2,752

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2019

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(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 (“NYSE”) 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 (i)(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 NYSE. Our currently outstanding 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.

 (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, 2019 and December 31, 2018 and our results of operations for the three months ended March 31, 2019 and 2018.Certain reclassifications of previously reported amounts have been made to conform to the current year presentation.

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

(c) Accounting for terminal and pipeline operations

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

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, 2019, we did not have any contract assets related to ASC 606.

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

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

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

Revenue recognized in excess of firm commitments and revenue recognized based solely on the volume of product distributed or injected are referred to as ancillary. The ancillary revenue associated with terminaling services include volumes of product throughput that exceed the contractually established minimum volumes, injection fees based on the volume of product injected with additive compounds, heating and mixing of stored products, product transfer, railcar handling, butane blending, proceeds from the sale of product gains, wharfage and vapor recovery. The revenue 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. 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 rail sites at certain Southeast terminals on behalf of a major oil company and receive reimbursement for operating and maintenance costs. We lease land under operating leases as the lessor or sublessor with third parties and affiliates. We also managed and operated for an affiliate of PEMEX, Mexico’s state-owned petroleum company, a products pipeline connected to our Brownsville terminal facility and received a management fee through August 23, 2018. Management fee revenue is recognized at individual points in time as the services are performed or as the costs are incurred and is primarily accounted for in accordance with ASC 606. Management fees related to lease revenue are accounted for in accordance with ASC 842.

 (d) Cash and cash equivalents

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

(e) Property, plant and equipment

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

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

(f) Investments in unconsolidated affiliates

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

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 River terminals, and the Pensacola, Florida Terminal, TransMontaigne LLC is obligated to indemnify us against environmental claims, losses and expenses that were associated with the ownership or operation of the terminals prior to the purchase by the Company. In each acquisition agreement, TransMontaigne LLC’s maximum indemnification liability is subject to a specified time period for indemnification, cap on indemnification and satisfaction of a deductible amount before indemnification, in each case subject to certain exceptions, limitations and conditions specified therein. TransMontaigne LLC has no indemnification obligations with respect to environmental claims made as a result of additions to or modifications of environmental laws promulgated after certain specified dates. The environmental indemnification obligations remain in place and were not affected by the Take-Private Transaction. 

(h) Asset retirement obligations

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

(i) Deferred compensation expense

We have a savings and retention program to compensate certain employees of TLP Management Services 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 (see Note 4 of Notes to consolidated financial statements). Changes in the fair value of our derivative instruments are recognized in earnings.

At March 31, 2019 and December 31, 2018, our derivative instruments were limited to an interest rate swap agreement with an aggregate notional amount of $nil and $50.0 million, respectively. The derivative instrument expired on March 11, 2019. Pursuant to the terms of the interest rate swap agreement, we paid a fixed rate of approximately 0.97% and received interest payments based on the one-month LIBOR. The net difference to be paid or received under the interest rate swap agreement was settled monthly and was recognized as an adjustment to interest expense. The fair value of our interest rate swap agreement was determined using a pricing model based on the LIBOR swap rate and other observable market data.

(k) Income taxes

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

 (l)   Comprehensive income

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

 (m) Recent accounting pronouncements

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

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TRANSACTIONS WITH AFFILIATES

3 Months Ended

Mar. 31, 2019

TRANSACTIONS WITH AFFILIATES

TRANSACTIONS WITH AFFILIATES

 (2) TRANSACTIONS WITH AFFILIATES

Omnibus agreement.Since the inception of the Partnership in 2005 we have been party to an omnibus agreement, 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 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) deferred compensation to key employees of TLP Management Services who perform services for the Company and (iii) an administrative fee for the provision of various general and administrative services for the Company’s benefit such as legal, accounting, treasury, insurance administration and claims processing, information technology, human resources, credit, payroll, taxes and other corporate services, to the extent such services are not outsourced by the Company.  The administrative fee is recognized as a component of general and administrative expenses andfor the three months ended March 31, 2019 and 2018, the administrative fee paid by the Company was approximately $2.2 million and $3.4 million, respectively.

In connection with our Collins Phase II expansion project, the expansion of our Brownsville terminal and pipeline operations and the December 2017 acquisition of the West Coast terminals, on May 7, 2018, the Company, with the concurrence of the conflicts committee of our former general partner, agreed to an annual increase in the aggregate fees payable under the omnibus agreement of $3.6 million beginning May 13, 2018. 

To effectuate this $3.6 million annual increase, on May 7, 2018 the Company, with the concurrence of the conflicts committee of our former general partner, entered into the third amended and restated omnibus agreement to allow us to assume the costs and expenses of employees of TLP Management Services performing engineering and environmental safety and occupational health (ESOH) services for and on behalf of the Company and to receive an equal and offsetting decrease in the administrative fee.

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 employees of TLP Management Services 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 was reduced to approximately $8.4 million and the Company bore the approximately $8.9 million in annual costs and expenses of the employees of TLP Management Services performing engineering and ESOH services for and on behalf of the Company.

We adopted and entered into the fourth amended and restated omnibus agreement in connection with the Take-Private Transaction, primarily to address certain changes in our governance as a result thereof, including the removal of our conflicts committee. The administrative fee under the fourth 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. We do not directly employ any of the persons responsible for managing our business. Our employees who provide services to the Company are employed by TLP Management Services, a wholly owned subsidiary of ArcLight. TLP Management Services provides payroll and maintains all employee benefits programs on our behalf pursuant to the omnibus agreement.

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 $1.7 million and $1.5 million for the three months ended March 31, 2019 and 2018, respectively.  

Terminaling services agreements—Brownsville terminals. We have two terminaling services agreements with Frontera relating to our Brownsville, Texas facility that will expire in June 2020, subject to automatic renewals unless terminated by either party upon 90 days’ to 180 days’ prior notice. In exchange for its minimum throughput commitments, we have agreed to provide Frontera with approximately 301,000 barrels of storage capacity. We recognized revenue related to these agreements of approximately $0.7 million and $0.6 million for the three months ended March 31, 2019 and 2018, respectively.

Terminaling services agreement—Gulf Coast terminals. Associated Asphalt Marketing, LLC is a wholly-owned indirect subsidiary of ArcLight. Effective January 1, 2018, a third party customer assigned their terminaling services agreement relating to our Gulf Coast terminals to Associated Asphalt Marketing, LLC. The agreement will expire in April 2021, subject to two, two-year automatic renewals unless terminated by either party upon 180 days’ prior notice. In exchange for its minimum throughput commitment, we have agreed to provide Associated Asphalt Marketing, LLC with approximately 750,000 barrels of storage capacity. We recognized revenue related to this agreement of approximately $2.3 million and $2.2 million for the three months ended March 31, 2019 and 2018, respectively.

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CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE

3 Months Ended

Mar. 31, 2019

CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE

CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE

(3) CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE

Our primary market areas are located in the United States along the Gulf Coast, in the Southeast, in Brownsville, Texas, along the Mississippi and Ohio Rivers, in the Midwest and along the West Coast. We have a concentration of trade receivable balances due from companies engaged in the trading, distribution and marketing of refined products and crude oil. These concentrations of customers may affect our overall credit risk in that the customers may be similarly affected by changes in economic, regulatory or other factors. Our customers’ historical financial and operating information is analyzed prior to extending credit. We manage our exposure to credit risk through credit analysis, credit approvals, credit limits and monitoring procedures, and for certain transactions we may request letters of credit, prepayments or guarantees. Amounts included in trade accounts receivable that are accounted for as revenue in accordance with ASC 606 approximate $4.7 million at March 31, 2019. We maintain allowances for potentially uncollectible accounts receivable.

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

	March 31,		December 31,
	2019		2018
Trade accounts receivable	$	16,575	$	14,151
Less allowance for doubtful accounts		(109)		(109)
	$	16,466	$	14,042

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,
	2019		2018
NGL Energy Partners LP	22	%	22	%
RaceTrac Petroleum Inc.	10	%	11	%
Castleton Commodities International LLC	10	%	11	%

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OTHER CURRENT ASSETS

3 Months Ended

Mar. 31, 2019

OTHER CURRENT ASSETS

OTHER CURRENT ASSETS

(4) OTHER CURRENT ASSETS

Other current assets are as follows (in thousands):

	March 31,		December 31,
	2019		2018
Amounts due from insurance companies	$	3,192	$	2,861
Prepaid insurance		4,690		1,371
Additive detergent		1,027		1,218
Unrealized gain on derivative instrument		—		143
Deposits and other assets		1,241		2,600
	$	10,150	$	8,193

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 March 31, 2019 and December 31, 2018, we have recognized amounts due from insurance companies of approximately $3.2 million and $2.9 million, respectively, representing our best estimate of our probable insurance recoveries. During the three months ended March 31, 2019, we received reimbursements from insurance companies of approximately  $0.3 million. During the three months ended March 31, 2019, we increased our estimate of probable future insurance recoveries by approximately $0.6  million.

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PROPERTY, PLANT AND EQUIPMENT, NET

3 Months Ended

Mar. 31, 2019

PROPERTY, PLANT AND EQUIPMENT, NET

PROPERTY, PLANT AND EQUIPMENT, NET

(5) PROPERTY, PLANT AND EQUIPMENT, NET

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

	March 31,		December 31,
	2019		2018
Land	$	83,451	$	83,451
Terminals, pipelines and equipment		973,677		918,503
Furniture, fixtures and equipment		6,396		6,022
Construction in progress		28,755		64,588
		1,092,279		1,072,564
Less accumulated depreciation		(396,376)		(384,385)
	$	695,903	$	688,179

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GOODWILL

3 Months Ended

Mar. 31, 2019

GOODWILL

GOODWILL

(6) GOODWILL

Goodwill is as follows (in thousands):

	March 31,		December 31,
	2019		2018
Brownsville terminals	$	8,485	$	8,485
West Coast terminals		943		943
	$	9,428	$	9,428

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

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

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INVESTMENTS IN UNCONSOLIDATED AFFILIATES

3 Months Ended

Mar. 31, 2019

INVESTMENTS IN UNCONSOLIDATED AFFILIATES

INVESTMENTS IN UNCONSOLIDATED AFFILIATES

(7) INVESTMENTS IN UNCONSOLIDATED AFFILIATES

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

The following table summarizes our investments in unconsolidated affiliates:

	Percentage of				Carrying value
	ownership				(in thousands)
	March 31,		December 31,		March 31,		December 31,
	2019		2018		2019		2018
BOSTCO	42.5	%	42.5	%	$	201,173	$	203,005
Frontera	50	%	50	%		24,310		24,026
Total investments in unconsolidated affiliates					$	225,483	$	227,031

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

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

	Three months ended
	March 31,
	2019		2018
BOSTCO	$	576	$	1,991
Frontera		564		898
Total earnings from investments in unconsolidated affiliates	$	1,140	$	2,889

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

	Three months ended
	March 31,
	2019		2018
BOSTCO	$	—	$	—
Frontera		225		1,150
Additional capital investments in unconsolidated affiliates	$	225	$	1,150

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

	Three months ended
	March 31,
	2019		2018
BOSTCO	$	2,408	$	2,094
Frontera		505		1,096
Cash distributions received from unconsolidated affiliates	$	2,913	$	3,190

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,
	2019		2018		2019		2018
Current assets	$	15,507	$	19,299	$	5,751	$	5,866
Long-term assets		458,962		455,984		44,617		45,115
Current liabilities		(10,639)		(12,471)		(1,687)		(2,845)
Long-term liabilities		(6,471)		(1,259)		(61)		(84)
Net assets	$	457,359	$	461,553	$	48,620	$	48,052

Statements of income:

	BOSTCO				Frontera
	Three months ended				Three months ended
	March 31,				March 31,
	2019		2018		2019		2018
Revenue	$	16,605	$	16,827	$	5,097	$	5,912
Expenses		(14,053)		(12,549)		(3,969)		(4,116)
Net income	$	2,552	$	4,278	$	1,128	$	1,796

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OTHER ASSETS, NET

3 Months Ended

Mar. 31, 2019

OTHER ASSETS, NET

OTHER ASSETS, NET

(8) OTHER ASSETS, NET

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

	March 31,		December 31,
	2019		2018
Customer relationships, net of accumulated amortization of $5,475 and $4,887, respectively	$	43,955	$	44,543
Revolving credit facility unamortized deferred issuance costs, net of accumulated amortization of $8,080 and $7,656, respectively		5,091		5,515
Amounts due under long-term terminaling services agreements		320		422
Deposits and other assets		1,666		289
	$	51,032	$	50,769

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

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

Amounts due under long‑term terminaling services agreements.  We have long‑term terminaling services agreements with certain of our customers that provide for minimum payments that increase at stated amounts over the terms of the respective agreements. We recognize as revenue under ASC 842 the minimum payments under the long‑term terminaling services agreements on a straight‑line basis over the terms of the respective agreements. At March 31, 2019 and December 31, 2018, we have recognized revenue in excess of the minimum payments that was due through those respective dates under the long‑term terminaling services agreements resulting in an asset of approximately $0.3 million and $0.4 million, respectively.

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ACCRUED LIABILITIES

3 Months Ended

Mar. 31, 2019

ACCRUED LIABILITIES

ACCRUED LIABILITIES

(9) ACCRUED LIABILITIES

Accrued liabilities are as follows (in thousands):

	March 31,		December 31,
	2019		2018
Customer advances and deposits	$	9,782	$	11,927
Accrued property taxes		3,740		2,993
Accrued environmental obligations		1,988		1,556
Interest payable		3,305		7,814
Accrued expenses and other		7,790		4,631
	$	26,605	$	28,921

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, 2019 and December 31, 2018, we have billed and collected from certain of our customers approximately  $9.8 million and $11.9 million, respectively, in advance of the terminaling services being provided. At March 31, 2019 and 2018, approximately $0.3 million and $0.6 million, respectively, of the customer advances and deposits balance is considered contract liabilities under ASC 606. Revenue recognized during the three months ended March 31, 2019 and 2018 from amounts included in contract liabilities at the beginning of the period was approximately $0.8 million and $0.5 million, respectively.  

Accrued environmental obligations.  At March 31, 2019 and December 31, 2018, we have accrued environmental obligations of approximately $2.0 million and $1.6 million, respectively, representing our best estimate of our remediation obligations. During the three months ended March 31, 2019, we made payments of approximately $0.2 million towards our environmental remediation obligations. During the three months ended March 31, 2019, we increased our estimate of our future environmental remediation costs by approximately $0.6 million. Changes in our estimates of our future environmental remediation obligations may occur as a result of the passage of time and the occurrence of future events.

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OTHER LIABILITIES

3 Months Ended

Mar. 31, 2019

OTHER LIABILITIES

OTHER LIABILITIES

(10) OTHER LIABILITIES

Other liabilities are as follows (in thousands):

	March 31,		December 31,
	2019		2018
Advance payments received under long-term terminaling services agreements	$	3,041	$	2,721
Deferred revenue		1,895		1,922
	$	4,936	$	4,643

Advance payments received under long‑term terminaling services agreements.  We have long‑term terminaling services agreements with certain of our customers that provide for advance minimum payments. We recognize the advance minimum payments as revenue under ASC 842 on a straight‑line basis over the term of the respective agreements. At March 31, 2019 and December 31, 2018, we have received advance minimum payments in excess of revenue recognized under these long‑term terminaling services agreements resulting in a liability of approximately $3.0 million and $2.7 million, respectively.

Deferred revenue.  Pursuant to agreements with our customers, we agreed to undertake certain capital projects.  Upon completion of the projects, our customers have paid us amounts that will be recognized as revenue on a straight‑line basis over the remaining term of the agreements. At both March 31, 2019 and December 31, 2018, we have unamortized deferred revenue for completed projects of approximately $1.9 million. During the three months ended March 31, 2019, we billed customers approximately $0.2 million for completed projects and recognized revenue for completed projects on a straight‑line basis of approximately $0.2 million. At March 31, 2019 and 2018, approximately $0.2 million and $0.5 million, respectively, of the deferred revenue balance is considered contract liabilities under ASC 606. Revenue recognized during the three months ended March 31, 2019 and 2018 from amounts included in contract liabilities under ASC 606 at the beginning of the period was approximately $0.1  million and $0.2 million, respectively. 

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LONG-TERM DEBT

3 Months Ended

Mar. 31, 2019

LONG-TERM DEBT

LONG-TERM DEBT

(11) LONG‑TERM DEBT

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

	March 31,		December 31,
	2019		2018
Revolving credit facility due in 2022	$	339,800	$	306,000
6.125% senior notes due in 2026		300,000		300,000
Senior notes unamortized deferred issuance costs, net of accumulated amortization of $909 and $704, respectively		(7,173)		(7,378)
	$	632,627	$	598,622

On February 12, 2018, the Company and TLP Finance Corp., our wholly owned subsidiary, issued at par $300 million of 6.125% senior notes. Net proceeds after $8.1 million of issuance costs, were used to repay indebtedness under our revolving credit facility. The senior notes are due in 2026 and are guaranteed on a senior unsecured basis by each of our 100% owned domestic subsidiaries that guarantee obligations under our revolving credit facility. TransMontaigne 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 senior secured revolving credit facility (“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, 2019 and the year ended December 31, 2018.  

We may elect to have loans under our revolving credit facility bear interest either (i) at a rate of LIBOR plus a margin ranging from 1.75% to 2.75% depending on the total leverage ratio then in effect, or (ii) at the base rate plus a margin ranging from 0.75% to 1.75% depending on the total leverage ratio then in effect. We also pay a commitment fee on the unused amount of commitments, ranging from 0.375% to 0.5% per annum, depending on the total leverage ratio then in effect. Our obligations under our revolving credit facility are secured by a first priority security interest in favor of the lenders in the majority of our assets, including our investments in unconsolidated affiliates. For the three months ended March 31, 2019 and 2018, the weighted average interest rate on borrowings under our revolving credit facility was approximately 5.9% and 4.6%, respectively. At March 31, 2019 and December 31, 2018, our outstanding borrowings under our revolving credit facility were  $339.8 million and $306 million, respectively. At both March 31, 2019 and December 31, 2018 our outstanding letters of credit were $0.4 million.

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DEFERRED COMPENSATION EXPENSE

3 Months Ended

Mar. 31, 2019

DEFERRED COMPENSATION EXPENSE

DEFERRED COMPENSATION EXPENSE

(12)  DEFERRED COMPENSATION EXPENSE

We have a savings and retention program to compensate certain employees of TLP Management Services who provide services to the Company. Prior to the Take-Private Transaction, we also had a long‑term incentive plan to compensate the independent directors of our general partner. Awards under the long-term incentive plan were settled in our common units, and accordingly, we accounted for the awards as an equity award. For awards to the independent directors, deferred compensation expense was approximately  $0.1 million for both the three months ended March 31, 2019 and 2018.

Savings and retention program. 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, or TLP Management Services, as specified in the program; however, these terms may be subject to varying terms for future awards.  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 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.

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.

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, GAAP requires us to classify the savings and retention program awards as a non-employee award and measure the cost of services received based on the vesting‑date fair value of the award. That cost, or an estimate of that cost in the case of unvested awards, is recognized over the period during which services are provided in exchange for the award.

For awards to employees of TLP Management Services, approximately $0.7 million and $1.9 million is included in deferred compensation expense for the three months ended March 31, 2019 and 2018, respectively. 

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2019

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

(13) COMMITMENTS AND CONTINGENCIES

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

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

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

The impact of ASC 842 on our consolidated balance sheet beginning January 1, 2019 was the recognition of right-of-use assets and lease liabilities for operating leases. Unamortized lease incentives were reclassified into right-of-use assets on January 1, 2019.  Amounts recognized at January 1, 2019 and March 31, 2019 for operating leases were as follows (in thousands):

Right-of-use assets, operating leases - January 1, 2019	$	34,800
Amortization of right-of-use assets		(398)
Right-of-use assets, operating leases - March 31, 2019	$	34,402
Operating lease liabilities - January 1, 2019	$	36,106
Liability reduction		(568)
Operating lease liabilities - March 31, 2019	$	35,538
Current portion of operating lease liabilities	$	1,922
Long-term operating lease liabilities	$	33,616

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, 2019, the Company was party to certain subleasing arrangements whereby the Company, as the primary obligor on the lease, has recognized sublease income for lease payments made by affiliates to the lessor.

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

	March 31,
	2019
Operating leases	$	816
Short-term and variable leases		151
Total lease costs	$	967

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

	March 31,
	2019
Cash outflows for operating leases	$	986
Sublease income as primary obligor	$	406
Weighted average remaining lease term (years)		20.54
Weighted average discount rate		5.2%

Undiscounted cash flows owed by the Company to lessors pursuant to contractual agreements in effect as of March 31, 2019 and related imputed interest are as follows (in thousands):

2019	$	2,034
2020		3,612
2021		3,600
2022		3,584
2023		3,599
Thereafter		43,474
Total lease payments		59,903
Less imputed interest		(24,365)
Present value of lease liabilities	$	35,538

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

Years ending December 31:
2019	$	3,015
2020		3,374
2021		3,210
2022		2,315
2023		2,263
Thereafter		6,287
	$	20,464

Contract commitments.  At March 31, 2019, we have contractual commitments of approximately $28.4 million for the supply of services, labor and materials related to capital projects that currently are under development. We expect that these contractual commitments will be paid during the year ending December 31, 2019.

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

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DISCLOSURES ABOUT FAIR VALUE

3 Months Ended

Mar. 31, 2019

DISCLOSURES ABOUT FAIR VALUE

DISCLOSURES ABOUT FAIR VALUE

(14) DISCLOSURES ABOUT FAIR VALUE

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

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

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

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

Debt. The carrying amount of our revolving credit facility debt approximates fair value since borrowings under the facility bear interest at current market interest rates. The estimated fair value of our $300 million publicly traded senior notes at March 31, 2019 was approximately $284.2 million based on observable market trades. The fair value of our debt is categorized in Level 2 of the fair value hierarchy.

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REVENUE FROM CONTRACTS WITH CUSTOMERS

3 Months Ended

Mar. 31, 2019

REVENUE FROM CONTRACTS WITH CUSTOMERS

REVENUE FROM CONTRACTS WITH CUSTOMERS

(15) REVENUE FROM CONTRACTS WITH CUSTOMERS

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

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

	Three months ended
	March 31,
	2019		2018
Terminaling services fees:
Firm commitments (ASC 842/840 revenue)	$	40,685	$	38,706
Firm commitments (ASC 606 revenue)		3,484		3,427
Total firm commitments revenue		44,169		42,133
Ancillary revenue (ASC 606 revenue)		10,531		9,771
Ancillary revenue (ASC 842/840 revenue)		975		1,287
Total ancillary revenue		11,506		11,058
Total terminaling services fees		55,675		53,191
Pipeline transportation fees (ASC 842/840 revenue)		849		869
Management fees (ASC 606 revenue)		1,664		2,365
Management fees (ASC 842/840 revenue)		456		19
Total management fees		2,120		2,384
Total revenue	$	58,644	$	56,444

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

Estimated Future ASC 606 Revenue by Segment

	Gulf Coast		Midwest			Brownsville		River		Southeast		West Coast
	Terminals		Terminals			Terminals		Terminals		Terminals		Terminals		Total
2019	$	3,418	$	422	$	—	$	916	$	—	$	3,520	$	8,276
2020		1,716		563		—		1,039		—		3,606		6,924
2021		1,339		47		—		519		—		3,477		5,382
2022		948		—		—		—		—		869		1,817
2023		—		—		—		—		—		—		—
Thereafter		—		—		—		—		—		—		—
Total estimated future ASC 606 revenue	$	7,421	$	1,032	$	—	$	2,474	$	—	$	11,472	$	22,399

Our estimated future ASC 606 revenue, for purposes of the tabular presentation above, excludes estimates of future rate changes due to changes in indices or contractually negotiated rate escalations and is generally limited to contracts that have minimum payment arrangements. The balances disclosed include the full amount of our customer commitments accounted for as ASC 606 revenue as of March 31, 2019 through the expiration of the related contracts. The balances disclosed exclude all performance obligations for which the original expected term is one year or less, the term of the contract with the customer is open and cannot be estimated, the contract includes options for future purchases or the consideration is variable.

Estimated future ASC 606 revenue in the table above excludes revenue arrangements accounted for in accordance with ASC 842 in the amount of $132.4 million for the remainder of 2019, $155.8 million for 2020, $123.9 million for 2021, $93.0 million for 2022, $79.5 million for 2023 and $529.6 million thereafter.

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BUSINESS SEGMENTS

3 Months Ended

Mar. 31, 2019

BUSINESS SEGMENTS

BUSINESS SEGMENTS

(16) BUSINESS SEGMENTS

We provide integrated terminaling, storage, transportation and related services to companies engaged in the trading, distribution and marketing of refined petroleum products, crude oil, chemicals, fertilizers and other liquid products. Our chief operating decision maker is the Company’s chief executive officer. The Company’s chief executive officer reviews the financial performance of our business segments using disaggregated financial information about “net margins” for purposes of making operating decisions and assessing financial performance. “Net margins” is composed of revenue less direct operating costs and expenses. Accordingly, we present “net margins” for each of our business segments: (i) Gulf Coast terminals, (ii) Midwest terminals, (iii) Brownsville terminals, (iv) River terminals, (v) Southeast terminals and (vi) West Coast terminals.

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

	Three months ended
	March 31,
	2019		2018
Gulf Coast Terminals:
Terminaling services fees	$	16,166	$	16,173
Management fees		9		97
Revenue		16,175		16,270
Direct operating costs and expenses		(5,449)		(5,832)
Net margins		10,726		10,438
Midwest Terminals
Terminaling services fees		2,490		2,419
Pipeline transportation fees		453		433
Revenue		2,943		2,852
Direct operating costs and expenses		(585)		(712)
Net margins		2,358		2,140
Brownsville Terminals:
Terminaling services fees		2,297		2,066
Pipeline transportation fees		396		436
Management fees		1,659		2,104
Revenue		4,352		4,606
Direct operating costs and expenses		(2,186)		(2,041)
Net margins		2,166		2,565
River Terminals:
Terminaling services fees		2,362		2,754
Revenue		2,362		2,754
Direct operating costs and expenses		(1,486)		(1,836)
Net margins		876		918
Southeast Terminals:
Terminaling services fees		21,376		20,239
Management fees		221		183
Revenue		21,597		20,422
Direct operating costs and expenses		(6,124)		(6,619)
Net margins		15,473		13,803
West Coast Terminals:
Terminaling services fees		10,984		9,540
Management fees		231		—
Revenue		11,215		9,540
Direct operating costs and expenses		(3,970)		(3,105)
Net margins		7,245		6,435
Total net margins		38,844		36,299
General and administrative expenses		(7,670)		(4,981)
Insurance expenses		(1,361)		(1,246)
Deferred compensation expense		(799)		(2,017)
Depreciation and amortization		(12,579)		(11,808)
Earnings from unconsolidated affiliates		1,140		2,889
Operating income		17,575		19,136
Other expenses		(9,591)		(6,962)
Net earnings	$	7,984	$	12,174

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

	Three months ended March 31, 2019
	Gulf Coast		Midwest		Brownsville		River		Southeast		West Coast
	Terminals		Terminals		Terminals		Terminals		Terminals		Terminals		Total
Revenue:
External customers	$	13,923	$	2,943	$	1,991	$	2,362	$	21,597	$	11,215	$	54,031
Frontera		—		—		2,361		—		—		—		2,361
Associated Asphalt, LLC		2,252		—		—		—		—		—		2,252
Revenue	$	16,175	$	2,943	$	4,352	$	2,362	$	21,597	$	11,215	$	58,644
Capital expenditures	$	1,454	$	279	$	7,828	$	487	$	15,649	$	4,583	$	30,280
Identifiable assets	$	118,683	$	19,172	$	62,827	$	45,764	$	249,548	$	276,274	$	772,268
Cash and cash equivalents														301
Investments in unconsolidated affiliates														225,483
Revolving credit facility unamortized deferred issuance costs, net														5,091
Right of use assets														34,402
Other														7,224
Total assets													$	1,044,769

	Three months ended March 31, 2018
	Gulf Coast		Midwest		Brownsville		River		Southeast		West Coast
	Terminals		Terminals		Terminals		Terminals		Terminals		Terminals		Total
Revenue:
External customers	$	14,058	$	2,852	$	2,488	$	2,754	$	20,422	$	9,540	$	52,114
Frontera		—		—		2,118		—		—		—		2,118
Associated Asphalt, LLC		2,212		—		—		—		—		—		2,212
Revenue	$	16,270	$	2,852	$	4,606	$	2,754	$	20,422	$	9,540	$	56,444
Capital expenditures	$	1,366	$	301	$	443	$	547	$	3,283	$	563	$	6,503

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SUBSEQUENT EVENT

3 Months Ended

Mar. 31, 2019

SUBSEQUENT EVENT

SUBSEQUENT EVENT

(17) SUBSEQUENT EVENT

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

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2019

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of business

(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 (“NYSE”) 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 (i)(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 NYSE. Our currently outstanding 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.

Basis of presentation and use of estimates

(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, 2019 and December 31, 2018 and our results of operations for the three months ended March 31, 2019 and 2018.Certain reclassifications of previously reported amounts have been made to conform to the current year presentation.

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

Accounting for terminal and pipeline operations

(c) Accounting for terminal and pipeline operations

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

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, 2019, we did not have any contract assets related to ASC 606.

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

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

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

Revenue recognized in excess of firm commitments and revenue recognized based solely on the volume of product distributed or injected are referred to as ancillary. The ancillary revenue associated with terminaling services include volumes of product throughput that exceed the contractually established minimum volumes, injection fees based on the volume of product injected with additive compounds, heating and mixing of stored products, product transfer, railcar handling, butane blending, proceeds from the sale of product gains, wharfage and vapor recovery. The revenue 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. 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 rail sites at certain Southeast terminals on behalf of a major oil company and receive reimbursement for operating and maintenance costs. We lease land under operating leases as the lessor or sublessor with third parties and affiliates. We also managed and operated for an affiliate of PEMEX, Mexico’s state-owned petroleum company, a products pipeline connected to our Brownsville terminal facility and received a management fee through August 23, 2018. Management fee revenue is recognized at individual points in time as the services are performed or as the costs are incurred and is primarily accounted for in accordance with ASC 606. Management fees related to lease revenue are accounted for in accordance with ASC 842.

Cash and cash equivalents

(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.

Property, plant and equipment

(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.

Investments in unconsolidated affiliates

(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.

Environmental obligations

(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).

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 River terminals, and the Pensacola, Florida Terminal, TransMontaigne LLC is obligated to indemnify us against environmental claims, losses and expenses that were associated with the ownership or operation of the terminals prior to the purchase by the Company. In each acquisition agreement, TransMontaigne LLC’s maximum indemnification liability is subject to a specified time period for indemnification, cap on indemnification and satisfaction of a deductible amount before indemnification, in each case subject to certain exceptions, limitations and conditions specified therein. TransMontaigne LLC has no indemnification obligations with respect to environmental claims made as a result of additions to or modifications of environmental laws promulgated after certain specified dates. The environmental indemnification obligations remain in place and were not affected by the Take-Private Transaction. 

Asset retirement obligations

(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.

Deferred compensation expense

(i) Deferred compensation expense

We have a savings and retention program to compensate certain employees of TLP Management Services 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).

Accounting for derivative instruments

(j) Accounting for derivative instruments

Generally accepted accounting principles require us to recognize all derivative instruments at fair value in the consolidated balance sheets as assets or liabilities (see Note 4 of Notes to consolidated financial statements). Changes in the fair value of our derivative instruments are recognized in earnings.

At March 31, 2019 and December 31, 2018, our derivative instruments were limited to an interest rate swap agreement with an aggregate notional amount of $nil and $50.0 million, respectively. The derivative instrument expired on March 11, 2019. Pursuant to the terms of the interest rate swap agreement, we paid a fixed rate of approximately 0.97% and received interest payments based on the one-month LIBOR. The net difference to be paid or received under the interest rate swap agreement was settled monthly and was recognized as an adjustment to interest expense. The fair value of our interest rate swap agreement was determined using a pricing model based on the LIBOR swap rate and other observable market data.

Income taxes

(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.

Comprehensive Income

(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.

Recent accounting pronouncements

(m) Recent accounting pronouncements

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

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CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE (Tables)

3 Months Ended

Mar. 31, 2019

CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE

Schedule of trade accounts receivable, net (in thousands)

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

	March 31,		December 31,
	2019		2018
Trade accounts receivable	$	16,575	$	14,151
Less allowance for doubtful accounts		(109)		(109)
	$	16,466	$	14,042

Schedule of customer who accounted for at least 10% of consolidated revenue

	Three months ended
	March 31,
	2019		2018
NGL Energy Partners LP	22	%	22	%
RaceTrac Petroleum Inc.	10	%	11	%
Castleton Commodities International LLC	10	%	11	%

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OTHER CURRENT ASSETS (Tables)

3 Months Ended

Mar. 31, 2019

OTHER CURRENT ASSETS

Schedule of other current assets (in thousands)

Other current assets are as follows (in thousands):

	March 31,		December 31,
	2019		2018
Amounts due from insurance companies	$	3,192	$	2,861
Prepaid insurance		4,690		1,371
Additive detergent		1,027		1,218
Unrealized gain on derivative instrument		—		143
Deposits and other assets		1,241		2,600
	$	10,150	$	8,193

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PROPERTY, PLANT AND EQUIPMENT, NET (Tables)

3 Months Ended

Mar. 31, 2019

PROPERTY, PLANT AND EQUIPMENT, NET

Schedule of property, plant and equipment, net (in thousands)

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

	March 31,		December 31,
	2019		2018
Land	$	83,451	$	83,451
Terminals, pipelines and equipment		973,677		918,503
Furniture, fixtures and equipment		6,396		6,022
Construction in progress		28,755		64,588
		1,092,279		1,072,564
Less accumulated depreciation		(396,376)		(384,385)
	$	695,903	$	688,179

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GOODWILL (Tables)

3 Months Ended

Mar. 31, 2019

GOODWILL

Schedule of goodwill (in thousands)

Goodwill is as follows (in thousands):

	March 31,		December 31,
	2019		2018
Brownsville terminals	$	8,485	$	8,485
West Coast terminals		943		943
	$	9,428	$	9,428

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INVESTMENTS IN UNCONSOLIDATED AFFILIATES (Tables)

3 Months Ended

Mar. 31, 2019

INVESTMENTS IN UNCONSOLIDATED AFFILIATES

Summary of investments in unconsolidated affiliates

The following table summarizes our investments in unconsolidated affiliates:

	Percentage of				Carrying value
	ownership				(in thousands)
	March 31,		December 31,		March 31,		December 31,
	2019		2018		2019		2018
BOSTCO	42.5	%	42.5	%	$	201,173	$	203,005
Frontera	50	%	50	%		24,310		24,026
Total investments in unconsolidated affiliates					$	225,483	$	227,031

Schedule of earnings from investments in unconsolidated affiliates (in thousands)

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

	Three months ended
	March 31,
	2019		2018
BOSTCO	$	576	$	1,991
Frontera		564		898
Total earnings from investments in unconsolidated affiliates	$	1,140	$	2,889

Schedule of additional capital investments in unconsolidated affiliates (in thousands)

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

	Three months ended
	March 31,
	2019		2018
BOSTCO	$	—	$	—
Frontera		225		1,150
Additional capital investments in unconsolidated affiliates	$	225	$	1,150

Schedule of cash distributions received from unconsolidated affiliates (in thousands)

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

	Three months ended
	March 31,
	2019		2018
BOSTCO	$	2,408	$	2,094
Frontera		505		1,096
Cash distributions received from unconsolidated affiliates	$	2,913	$	3,190

Summary of financial information of unconsolidated affiliates (in thousands)

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,
	2019		2018		2019		2018
Current assets	$	15,507	$	19,299	$	5,751	$	5,866
Long-term assets		458,962		455,984		44,617		45,115
Current liabilities		(10,639)		(12,471)		(1,687)		(2,845)
Long-term liabilities		(6,471)		(1,259)		(61)		(84)
Net assets	$	457,359	$	461,553	$	48,620	$	48,052

Statements of income:

	BOSTCO				Frontera
	Three months ended				Three months ended
	March 31,				March 31,
	2019		2018		2019		2018
Revenue	$	16,605	$	16,827	$	5,097	$	5,912
Expenses		(14,053)		(12,549)		(3,969)		(4,116)
Net income	$	2,552	$	4,278	$	1,128	$	1,796

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OTHER ASSETS, NET (Tables)

3 Months Ended

Mar. 31, 2019

OTHER ASSETS, NET

Schedule of other assets, net (in thousands)

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

	March 31,		December 31,
	2019		2018
Customer relationships, net of accumulated amortization of $5,475 and $4,887, respectively	$	43,955	$	44,543
Revolving credit facility unamortized deferred issuance costs, net of accumulated amortization of $8,080 and $7,656, respectively		5,091		5,515
Amounts due under long-term terminaling services agreements		320		422
Deposits and other assets		1,666		289
	$	51,032	$	50,769

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ACCRUED LIABILITIES (Tables)

3 Months Ended

Mar. 31, 2019

ACCRUED LIABILITIES

Schedule of accrued liabilities (in thousands)

Accrued liabilities are as follows (in thousands):

	March 31,		December 31,
	2019		2018
Customer advances and deposits	$	9,782	$	11,927
Accrued property taxes		3,740		2,993
Accrued environmental obligations		1,988		1,556
Interest payable		3,305		7,814
Accrued expenses and other		7,790		4,631
	$	26,605	$	28,921

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OTHER LIABILITIES (Tables)

3 Months Ended

Mar. 31, 2019

OTHER LIABILITIES

Schedule of other liabilities (in thousands)

Other liabilities are as follows (in thousands):

	March 31,		December 31,
	2019		2018
Advance payments received under long-term terminaling services agreements	$	3,041	$	2,721
Deferred revenue		1,895		1,922
	$	4,936	$	4,643

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LONG-TERM DEBT (Tables)

3 Months Ended

Mar. 31, 2019

LONG-TERM DEBT

Summary of long term debt

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

	March 31,		December 31,
	2019		2018
Revolving credit facility due in 2022	$	339,800	$	306,000
6.125% senior notes due in 2026		300,000		300,000
Senior notes unamortized deferred issuance costs, net of accumulated amortization of $909 and $704, respectively		(7,173)		(7,378)
	$	632,627	$	598,622

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COMMITMENTS AND CONTINGENCIES (Tables)

3 Months Ended

Mar. 31, 2019

COMMITMENTS AND CONTINGENCIES

Schedule of recognition of right-of-use assets and lease liabilities for operating leases

Amounts recognized at January 1, 2019 and March 31, 2019 for operating leases were as follows (in thousands):

Right-of-use assets, operating leases - January 1, 2019	$	34,800
Amortization of right-of-use assets		(398)
Right-of-use assets, operating leases - March 31, 2019	$	34,402
Operating lease liabilities - January 1, 2019	$	36,106
Liability reduction		(568)
Operating lease liabilities - March 31, 2019	$	35,538
Current portion of operating lease liabilities	$	1,922
Long-term operating lease liabilities	$	33,616

Schedule of lease cost and other information

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

	March 31,
	2019
Operating leases	$	816
Short-term and variable leases		151
Total lease costs	$	967

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

	March 31,
	2019
Cash outflows for operating leases	$	986
Sublease income as primary obligor	$	406
Weighted average remaining lease term (years)		20.54
Weighted average discount rate		5.2%

Schedule of undiscounted cash flows pursuant to contractual agreements

Undiscounted cash flows owed by the Company to lessors pursuant to contractual agreements in effect as of March 31, 2019 and related imputed interest are as follows (in thousands):

2019	$	2,034
2020		3,612
2021		3,600
2022		3,584
2023		3,599
Thereafter		43,474
Total lease payments		59,903
Less imputed interest		(24,365)
Present value of lease liabilities	$	35,538

Schedule of future minimum lease payments

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

Years ending December 31:
2019	$	3,015
2020		3,374
2021		3,210
2022		2,315
2023		2,263
Thereafter		6,287
	$	20,464

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REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables)

3 Months Ended

Mar. 31, 2019

REVENUE FROM CONTRACTS WITH CUSTOMERS

Revenue disaggregated by category (in thousands)

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

	Three months ended
	March 31,
	2019		2018
Terminaling services fees:
Firm commitments (ASC 842/840 revenue)	$	40,685	$	38,706
Firm commitments (ASC 606 revenue)		3,484		3,427
Total firm commitments revenue		44,169		42,133
Ancillary revenue (ASC 606 revenue)		10,531		9,771
Ancillary revenue (ASC 842/840 revenue)		975		1,287
Total ancillary revenue		11,506		11,058
Total terminaling services fees		55,675		53,191
Pipeline transportation fees (ASC 842/840 revenue)		849		869
Management fees (ASC 606 revenue)		1,664		2,365
Management fees (ASC 842/840 revenue)		456		19
Total management fees		2,120		2,384
Total revenue	$	58,644	$	56,444

Schedule of estimated future ASC 606 revenue by segment (in thousands)

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

Estimated Future ASC 606 Revenue by Segment

	Gulf Coast		Midwest			Brownsville		River		Southeast		West Coast
	Terminals		Terminals			Terminals		Terminals		Terminals		Terminals		Total
2019	$	3,418	$	422	$	—	$	916	$	—	$	3,520	$	8,276
2020		1,716		563		—		1,039		—		3,606		6,924
2021		1,339		47		—		519		—		3,477		5,382
2022		948		—		—		—		—		869		1,817
2023		—		—		—		—		—		—		—
Thereafter		—		—		—		—		—		—		—
Total estimated future ASC 606 revenue	$	7,421	$	1,032	$	—	$	2,474	$	—	$	11,472	$	22,399

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BUSINESS SEGMENTS (Tables)

3 Months Ended

Mar. 31, 2019

BUSINESS SEGMENTS

Schedule of information related to financial performance of business segments (in thousands)

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

	Three months ended
	March 31,
	2019		2018
Gulf Coast Terminals:
Terminaling services fees	$	16,166	$	16,173
Management fees		9		97
Revenue		16,175		16,270
Direct operating costs and expenses		(5,449)		(5,832)
Net margins		10,726		10,438
Midwest Terminals
Terminaling services fees		2,490		2,419
Pipeline transportation fees		453		433
Revenue		2,943		2,852
Direct operating costs and expenses		(585)		(712)
Net margins		2,358		2,140
Brownsville Terminals:
Terminaling services fees		2,297		2,066
Pipeline transportation fees		396		436
Management fees		1,659		2,104
Revenue		4,352		4,606
Direct operating costs and expenses		(2,186)		(2,041)
Net margins		2,166		2,565
River Terminals:
Terminaling services fees		2,362		2,754
Revenue		2,362		2,754
Direct operating costs and expenses		(1,486)		(1,836)
Net margins		876		918
Southeast Terminals:
Terminaling services fees		21,376		20,239
Management fees		221		183
Revenue		21,597		20,422
Direct operating costs and expenses		(6,124)		(6,619)
Net margins		15,473		13,803
West Coast Terminals:
Terminaling services fees		10,984		9,540
Management fees		231		—
Revenue		11,215		9,540
Direct operating costs and expenses		(3,970)		(3,105)
Net margins		7,245		6,435
Total net margins		38,844		36,299
General and administrative expenses		(7,670)		(4,981)
Insurance expenses		(1,361)		(1,246)
Deferred compensation expense		(799)		(2,017)
Depreciation and amortization		(12,579)		(11,808)
Earnings from unconsolidated affiliates		1,140		2,889
Operating income		17,575		19,136
Other expenses		(9,591)		(6,962)
Net earnings	$	7,984	$	12,174

Schedule of supplemental information about consolidated business segments (in thousands)

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

	Three months ended March 31, 2019
	Gulf Coast		Midwest		Brownsville		River		Southeast		West Coast
	Terminals		Terminals		Terminals		Terminals		Terminals		Terminals		Total
Revenue:
External customers	$	13,923	$	2,943	$	1,991	$	2,362	$	21,597	$	11,215	$	54,031
Frontera		—		—		2,361		—		—		—		2,361
Associated Asphalt, LLC		2,252		—		—		—		—		—		2,252
Revenue	$	16,175	$	2,943	$	4,352	$	2,362	$	21,597	$	11,215	$	58,644
Capital expenditures	$	1,454	$	279	$	7,828	$	487	$	15,649	$	4,583	$	30,280
Identifiable assets	$	118,683	$	19,172	$	62,827	$	45,764	$	249,548	$	276,274	$	772,268
Cash and cash equivalents														301
Investments in unconsolidated affiliates														225,483
Revolving credit facility unamortized deferred issuance costs, net														5,091
Right of use assets														34,402
Other														7,224
Total assets													$	1,044,769

	Three months ended March 31, 2018
	Gulf Coast		Midwest		Brownsville		River		Southeast		West Coast
	Terminals		Terminals		Terminals		Terminals		Terminals		Terminals		Total
Revenue:
External customers	$	14,058	$	2,852	$	2,488	$	2,754	$	20,422	$	9,540	$	52,114
Frontera		—		—		2,118		—		—		—		2,118
Associated Asphalt, LLC		2,212		—		—		—		—		—		2,212
Revenue	$	16,270	$	2,852	$	4,606	$	2,754	$	20,422	$	9,540	$	56,444
Capital expenditures	$	1,366	$	301	$	443	$	547	$	3,283	$	563	$	6,503

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	Feb. 26, 2019	Mar. 31, 2019	Feb. 12, 2018
6.125% senior notes due in 2026
Interest (as percent)	6.125%	6.125%	6.125%
TLP Finance Holdings, LLC | Common units
Conversion ratio of partner units converted into Partnership common units	1
Conversion ratio of Incentive Distribution Rights converted into Partnership common units	100
TLP Finance Holdings, LLC
Ownership interest in subsidiary (as a percent)	100.00%

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property (Details)	3 Months Ended
	Mar. 31, 2019
Terminals and pipelines | Minimum
Property, plant and equipment
Estimated useful lives	15 years
Terminals and pipelines | Maximum
Property, plant and equipment
Estimated useful lives	25 years
Furniture, fixtures and equipment | Minimum
Property, plant and equipment
Estimated useful lives	3 years
Furniture, fixtures and equipment | Maximum
Property, plant and equipment
Estimated useful lives	25 years

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Derivatives, Taxes and Earnings (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Income taxes
Provision for U.S. federal income taxes	$ 0.0	$ 0.0
Interest rate swap
Accounting for derivative instruments
Notional amount	$ 0.0	$ 50.0
Fixed interest rate paid (as a percent)	0.97%	0.97%

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TRANSACTIONS WITH AFFILIATES (Details) - Omnibus agreement - USD ($) $ in Millions		3 Months Ended	12 Months Ended
	May 13, 2018	Mar. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Second amended and restated omnibus agreement
Transactions with affiliates
Administrative fee paid				$ 13.7
Third amended and restated omnibus agreement
Transactions with affiliates
Increase in administrative fee	$ 3.6
Fourth amended and restated omnibus agreement
Transactions with affiliates
Increase in administrative fee, (as a percent)		2.00%
TLP Management Services LLC
Transactions with affiliates
Administrative fee paid		$ 2.2	$ 3.4
TLP Management Services LLC | Third amended and restated omnibus agreement
Transactions with affiliates
Administrative fee paid		8.4
Cost of Engineering and ESOH Groups		$ 8.9

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TRANSACTIONS WITH AFFILIATES - Agreements (Details) $ in Millions	3 Months Ended
	Mar. 31, 2019 USD ($) item bbl	Mar. 31, 2018 USD ($)
June 2020 terminaling services agreement-Brownsville LLC | Frontera | Brownsville terminals
Transactions with affiliates
Number of Terminaling Services Agreements | item	2
Storage capacity agreed to be provided (in barrels) | bbl	301,000
Throughput revenue	$ 0.7	$ 0.6
June 2020 terminaling services agreement-Brownsville LLC | Frontera | Brownsville terminals | Minimum
Transactions with affiliates
Notice period for termination of service agreement	90 days
June 2020 terminaling services agreement-Brownsville LLC | Frontera | Brownsville terminals | Maximum
Transactions with affiliates
Notice period for termination of service agreement	180 days
Operations and reimbursement agreement-Frontera | Frontera
Transactions with affiliates
Ownership interest in joint venture (as a percent)	50.00%
Revenue recognized	$ 1.7	1.5
Terminaling services agreement- Gulf Coast Terminals | Associated Asphalt Marketing, LLC | Gulf Coast Terminals
Transactions with affiliates
Notice period for termination of service agreement	180 days
Storage capacity agreed to be provided (in barrels) | bbl	750,000
Throughput revenue	$ 2.3	$ 2.2
Automatic renewal period of service agreement	2 years

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CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Concentration of credit risk and trade accounts receivable
Revenue in accordance with ASC 606	$ 4,700
Trade accounts receivable	16,575		$ 14,151
Less allowance for doubtful accounts	(109)		(109)
Trade accounts receivable, net	$ 16,466		$ 14,042
NGL Energy Partners LP
Concentration of credit risk and trade accounts receivable
Percentage of total revenue generated by major customer	22.00%	22.00%
RaceTrac Petroleum Inc
Concentration of credit risk and trade accounts receivable
Percentage of total revenue generated by major customer	10.00%	11.00%
Castleton Commodities International LLC
Concentration of credit risk and trade accounts receivable
Percentage of total revenue generated by major customer	10.00%	11.00%

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OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
OTHER CURRENT ASSETS
Amounts due from insurance companies	$ 3,192	$ 2,861
Prepaid insurance	4,690	1,371
Additive detergent	1,027	1,218
Unrealized gain on derivative instrument		143
Deposits and other assets	1,241	2,600
Other current assets	10,150	$ 8,193
Reimbursements from insurance companies	300
Increase in estimated insurance recovery	$ 600

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PROPERTY, PLANT AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Property, plant and equipment, net
Property, plant and equipment, gross	$ 1,092,279	$ 1,072,564
Less accumulated depreciation	(396,376)	(384,385)
Property, plant and equipment, net	695,903	688,179
Land
Property, plant and equipment, net
Property, plant and equipment, gross	83,451	83,451
Terminals, pipelines and equipment
Property, plant and equipment, net
Property, plant and equipment, gross	973,677	918,503
Furniture, fixtures and equipment
Property, plant and equipment, net
Property, plant and equipment, gross	6,396	6,022
Construction in progress
Property, plant and equipment, net
Property, plant and equipment, gross	$ 28,755	$ 64,588

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GOODWILL (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Goodwill
Goodwill	$ 9,428	$ 9,428
Brownsville and West Coast terminals
Goodwill
Impairment charges	0	0
Brownsville terminals
Goodwill
Goodwill	8,485	8,485
West Coast terminals
Goodwill
Goodwill	$ 943	$ 943

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INVESTMENTS IN UNCONSOLIDATED AFFILIATES (Details) $ in Thousands, bbl in Millions	3 Months Ended
	Mar. 31, 2019 USD ($) bbl	Mar. 31, 2018 USD ($)	Dec. 31, 2018 USD ($)
INVESTMENTS IN UNCONSOLIDATED AFFILIATES
Carrying value of investments in unconsolidated affiliates	$ 225,483		$ 227,031
Earnings from unconsolidated affiliates	1,140	$ 2,889
Additional capital investments in unconsolidated affiliates	225	1,150
Cash distributions received from unconsolidated affiliates	$ 2,913	3,190
BOSTCO
INVESTMENTS IN UNCONSOLIDATED AFFILIATES
Storage capacity | bbl	7.1
Percentage of ownership	42.50%		42.50%
Carrying value of investments in unconsolidated affiliates	$ 201,173		$ 203,005
Excess investment	6,700		6,800
Earnings from unconsolidated affiliates	576	1,991
Cash distributions received from unconsolidated affiliates	2,408	2,094
Balance sheets:
Current assets	15,507		19,299
Long-term assets	458,962		455,984
Current liabilities	(10,639)		(12,471)
Long-term liabilities	(6,471)		(1,259)
Net assets	457,359		$ 461,553
Statements of income:
Revenue	16,605	16,827
Expenses	(14,053)	(12,549)
Net income	$ 2,552	4,278
Frontera
INVESTMENTS IN UNCONSOLIDATED AFFILIATES
Storage capacity | bbl	1.7
Percentage of ownership	50.00%		50.00%
Carrying value of investments in unconsolidated affiliates	$ 24,310		$ 24,026
Earnings from unconsolidated affiliates	564	898
Additional capital investments in unconsolidated affiliates	225	1,150
Cash distributions received from unconsolidated affiliates	505	1,096
Balance sheets:
Current assets	5,751		5,866
Long-term assets	44,617		45,115
Current liabilities	(1,687)		(2,845)
Long-term liabilities	(61)		(84)
Net assets	48,620		$ 48,052
Statements of income:
Revenue	5,097	5,912
Expenses	(3,969)	(4,116)
Net income	$ 1,128	$ 1,796
Class A Member Ownership Interest | BOSTCO
INVESTMENTS IN UNCONSOLIDATED AFFILIATES
Cash distributions, allocation percentage	96.50%
Class B Member Ownership Interest | BOSTCO
INVESTMENTS IN UNCONSOLIDATED AFFILIATES
Cash distributions, allocation percentage	3.50%

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OTHER ASSETS, NET (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
OTHER ASSETS, NET
Customer relationships, net of accumulated amortization of $5,475 and $4,887, respectively	$ 43,955	$ 44,543
Revolving credit facility unamortized deferred issuance costs, net of accumulated amortization of $8,080 and $7,656, respectively	5,091	5,515
Amounts due under long-term terminaling services agreements	320	422
Deposits and other assets	1,666	289
Other assets, net	51,032	50,769
Accumulated amortization of customer relationships	5,475	4,887
Accumulated amortization of deferred financing costs	$ 8,080	$ 7,656
Amortization period of customer relationships	20 years

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ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
ACCRUED LIABILITIES
Customer advances and deposits	$ 9,782		$ 11,927
Accrued property taxes	3,740		2,993
Accrued environmental obligations	1,988		1,556
Interest payable	3,305		7,814
Accrued expenses and other	7,790		4,631
Accrued liabilities	26,605		$ 28,921
Contract liabilities under ASC 606	300	$ 600
Revenue recognized from contract liabilities	800	$ 500
Increase in remediation obligations due to change in estimate	600
Accrued environmental obligations
Payments	$ 200

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OTHER LIABILITIES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
OTHER LIABILITIES
Advance payments received under long-term terminaling services agreements	$ 3,041		$ 2,721
Deferred revenue	1,895		1,922
Other liabilities	4,936		$ 4,643
Completed projects billed	200
Recognized revenue on a straight line basis for completed projects	200
Contract liabilities	200	$ 500
Revenue recognized from contract liabilities	$ 100	$ 200

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LONG-TERM DEBT (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)	Mar. 31, 2018	Feb. 26, 2019	Dec. 31, 2018 USD ($)	Feb. 12, 2018 USD ($)
Long-term debt
Senior notes unamortized deferred issuance costs, net of accumulated amortization of $906 and $704, respectively	$ (7,173)			$ (7,378)
Total long-term debt	632,627			598,622
Accumulated amortization	$ 909			704
Issuance costs				8,100
TLP Finance Corp
Long-term debt
Ownership interest in subsidiary (as a percent)	100.00%
TransMontaigne Partners LLC
Long-term debt
Amount of independent assets	$ 0
Amount of independent operations	0
6.125% senior notes due in 2026
Long-term debt
Total long-term debt	$ 300,000			300,000
Interest (as percent)	6.125%		6.125%		6.125%
Sale of senior notes					$ 300,000
Credit facility
Long-term debt
Weighted average interest rate on borrowings (as a percent)	5.90%	4.60%
Outstanding borrowings under credit facility	$ 339,800			306,000
Outstanding borrowings under letters of credit	$ 400			400
Credit facility | Minimum
Long-term debt
Commitment fee on unused amount of commitments (as a percent)	0.375%
Credit facility | Minimum | LIBOR
Long-term debt
Margin interest above reference rate (as a percent)	1.75%
Credit facility | Minimum | Base Rate
Long-term debt
Margin interest above reference rate (as a percent)	0.75%
Credit facility | Maximum
Long-term debt
Commitment fee on unused amount of commitments (as a percent)	0.50%
Credit facility | Maximum | LIBOR
Long-term debt
Margin interest above reference rate (as a percent)	2.75%
Credit facility | Maximum | Base Rate
Long-term debt
Margin interest above reference rate (as a percent)	1.75%
Revolving credit facility due March 13, 2022
Long-term debt
Total long-term debt	$ 339,800			$ 306,000
Maximum borrowing capacity	$ 850,000
Other investments as a percentage of consolidated net tangible assets	5.00%
Permitted JV investments subject to liquidity	$ 175,000
Revolving credit facility due March 13, 2022 | Maximum
Long-term debt
Leverage ratio	5.25
Senior secured leverage ratio	3.75
Interest coverage ratio	2.75

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DEFERRED COMPENSATION EXPENSE (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Additional disclosures
Deferred compensation expense	$ 799	$ 2,017
TLP Management Services LLC
Additional disclosures
Deferred compensation expense	$ 700	1,900
TLP Management Services LLC | Restricted phantom units
Additional disclosures
Vesting (as a percent)	50.00%
TLP Management Services LLC | Restricted phantom units | Tranche One
Additional disclosures
Earlier vesting, age threshold (in years)	60 years
TLP Management Services LLC | Restricted phantom units | Tranche Two
Additional disclosures
Earlier vesting, age threshold (in years)	55 years
Earlier vesting, length of service threshold (in years)	10 years
TLP Management Services LLC | Restricted phantom units | Tranche Three
Additional disclosures
Earlier vesting, age threshold (in years)	50 years
Earlier vesting, length of service threshold (in years)	20 years
Long-term incentive plan
Additional disclosures
Deferred compensation expense	$ 100	$ 100

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COMMITMENTS AND CONTINGENCIES - Lease Terms (Details)	3 Months Ended
	Mar. 31, 2019
Lessee, Operating Lease, Existence of Option to Extend [true false]	true
Lessee, Operating Lease, Existence of Option to Terminate [true false]	true
Minimum
Operating lease term	1 year
Maximum
Operating lease term	42 years

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COMMITMENTS AND CONTINGENCIES - Operating Leases Amounts Recognized (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)
Right-of-use assets, operating leases, ending balance	$ 34,402
Current portion of operating lease liabilities	1,922
Long-term operating lease liabilities	33,616
Accounting Standards Update 2016-02
Right-of-use assets, operating leases, beginning balance	34,800
Amortization of right-of-use assets	(398)
Right-of-use assets, operating leases, ending balance	34,402
Operating lease liabilities, beginning balance	36,106
Liability reduction	(568)
Operating lease liabilities, ending balance	35,538
Current portion of operating lease liabilities	1,922
Long-term operating lease liabilities	$ 33,616

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COMMITMENTS AND CONTINGENCIES - Lease cost (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)
COMMITMENTS AND CONTINGENCIES
Operating leases	$ 816
Short-term and variable leases	151
Total lease costs	$ 967

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COMMITMENTS AND CONTINGENCIES - Other Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)
COMMITMENTS AND CONTINGENCIES
Cash outflows for operating leases	$ 986
Sublease income as primary obligor	$ 406
Weighted average remaining lease term (years)	20 years 6 months 15 days
Weighted average discount rate	5.20%

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COMMITMENTS AND CONTINGENCIES - Undiscounted Cash Flows Owed (Details) $ in Thousands	Mar. 31, 2019 USD ($)
COMMITMENTS AND CONTINGENCIES
2019	$ 2,034
2020	3,612
2021	3,600
2022	3,584
2023	3,599
Thereafter	43,474
Total lease payments	59,903
Less imputed interest	(24,365)
Present value of lease liabilities	$ 35,538

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COMMITMENTS AND CONTINGENCIES - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
COMMITMENTS AND CONTINGENCIES
2019		$ 3,015
2020		3,374
2021		3,210
2022		2,315
2023		2,263
Thereafter		6,287
Total		$ 20,464
Contractual commitments for supply of services, labor and materials	$ 28,400

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DISCLOSURES ABOUT FAIR VALUE (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Senior notes	$ 632,627	$ 598,622
6.125% senior notes due in 2026
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Senior notes	300,000	$ 300,000
6.125% senior notes due in 2026 | Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	$ 284,200

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REVENUE FROM CONTRACTS WITH CUSTOMERS - Disaggregated (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Disaggregation of Revenue [Line Items]
Total revenue	$ 58,644	$ 56,444
Firm commitments revenue
Disaggregation of Revenue [Line Items]
ASC 842/840 revenue	40,685	38,706
ASC 606 revenue	3,484	3,427
Total revenue	44,169	42,133
Ancillary revenue
Disaggregation of Revenue [Line Items]
ASC 842/840 revenue	975	1,287
ASC 606 revenue	10,531	9,771
Total revenue	11,506	11,058
Terminaling services fees
Disaggregation of Revenue [Line Items]
Total revenue	55,675	53,191
Pipeline transportation fees
Disaggregation of Revenue [Line Items]
ASC 842/840 revenue	849	869
Management fees
Disaggregation of Revenue [Line Items]
ASC 842/840 revenue	456	19
ASC 606 revenue	1,664	2,365
Total revenue	$ 2,120	$ 2,384

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REVENUE FROM CONTRACTS WITH CUSTOMERS - Contract Revenue (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	$ 22,399
Estimated revenue in accordance with ASC 842, remainder of 2019	132,400
Estimated revenue in accordance with ASC 842, 2020	155,800
Estimated revenue in accordance with ASC 842, 2021	123,900
Estimated revenue in accordance with ASC 842, 2022	93,000
Estimated revenue in accordance with ASC 842, 2023	79,500
Estimated revenue in accordance with ASC 842, thereafter	529,600
Gulf Coast Terminals
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	7,421
Midwest Terminals
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	1,032
River terminals
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	2,474
West Coast terminals
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	11,472
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	$ 8,276
Remaining Performance Obligation, Expected Timing of Satisfaction, Period	9 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | Gulf Coast Terminals
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	$ 3,418
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | Midwest Terminals
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	422
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | River terminals
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	916
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | West Coast terminals
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	3,520
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	$ 6,924
Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | Gulf Coast Terminals
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	$ 1,716
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | Midwest Terminals
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	563
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | River terminals
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	1,039
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | West Coast terminals
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	3,606
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	$ 5,382
Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | Gulf Coast Terminals
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	$ 1,339
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | Midwest Terminals
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	47
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | River terminals
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	519
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | West Coast terminals
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	3,477
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	$ 1,817
Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Gulf Coast Terminals
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	$ 948
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | West Coast terminals
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	$ 869
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining Performance Obligation, Expected Timing of Satisfaction, Period	0 years

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BUSINESS SEGMENTS (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018	Dec. 31, 2017
Segments of business
Revenue	$ 58,644	$ 56,444
Direct operating costs and expenses	(19,800)	(20,145)
Net margins	38,844	36,299
General and administrative expenses	(7,670)	(4,981)
Insurance expenses	(1,361)	(1,246)
Deferred compensation expense	(799)	(2,017)
Depreciation and amortization	(12,579)	(11,808)
Earnings from unconsolidated affiliates	1,140	2,889
Operating income	17,575	19,136
Other expenses	(9,591)	(6,962)
Net earnings	7,984	12,174	$ 39,475
Capital expenditures	30,280	6,503
Identifiable assets	772,268
Cash and cash equivalents	301	937	332	$ 923
Investments in unconsolidated affiliates	225,483		227,031
Revolving credit facility unamortized deferred issuance costs, net	5,091		5,515
Right-of-use assets	34,402
Other	7,224
TOTAL ASSETS	1,044,769		$ 999,376
External customers
Segments of business
Revenue	54,031	52,114
Affiliates
Segments of business
Revenue	4,613	4,330
Affiliates | Frontera
Segments of business
Revenue	2,361	2,118
Affiliates | Associated Asphalt Marketing, LLC
Segments of business
Revenue	2,252	2,212
Gulf Coast Terminals
Segments of business
Revenue	16,175	16,270
Direct operating costs and expenses	(5,449)	(5,832)
Net margins	10,726	10,438
Capital expenditures	1,454	1,366
Identifiable assets	118,683
Gulf Coast Terminals | External customers
Segments of business
Revenue	13,923	14,058
Gulf Coast Terminals | Affiliates | Associated Asphalt Marketing, LLC
Segments of business
Revenue	2,252	2,212
Midwest Terminals
Segments of business
Revenue	2,943	2,852
Direct operating costs and expenses	(585)	(712)
Net margins	2,358	2,140
Capital expenditures	279	301
Identifiable assets	19,172
Midwest Terminals | External customers
Segments of business
Revenue	2,943	2,852
Brownsville terminals
Segments of business
Revenue	4,352	4,606
Direct operating costs and expenses	(2,186)	(2,041)
Net margins	2,166	2,565
Capital expenditures	7,828	443
Identifiable assets	62,827
Brownsville terminals | External customers
Segments of business
Revenue	1,991	2,488
Brownsville terminals | Affiliates | Frontera
Segments of business
Revenue	2,361	2,118
River terminals
Segments of business
Revenue	2,362	2,754
Direct operating costs and expenses	(1,486)	(1,836)
Net margins	876	918
Capital expenditures	487	547
Identifiable assets	45,764
River terminals | External customers
Segments of business
Revenue	2,362	2,754
Southeast terminals
Segments of business
Revenue	21,597	20,422
Direct operating costs and expenses	(6,124)	(6,619)
Net margins	15,473	13,803
Capital expenditures	15,649	3,283
Identifiable assets	249,548
Southeast terminals | External customers
Segments of business
Revenue	21,597	20,422
West Coast terminals
Segments of business
Revenue	11,215	9,540
Direct operating costs and expenses	(3,970)	(3,105)
Net margins	7,245	6,435
Capital expenditures	4,583	563
Identifiable assets	276,274
West Coast terminals | External customers
Segments of business
Revenue	11,215	9,540
Terminaling services fees
Segments of business
Revenue	55,675	53,191
Terminaling services fees | Gulf Coast Terminals
Segments of business
Revenue	16,166	16,173
Terminaling services fees | Midwest Terminals
Segments of business
Revenue	2,490	2,419
Terminaling services fees | Brownsville terminals
Segments of business
Revenue	2,297	2,066
Terminaling services fees | River terminals
Segments of business
Revenue	2,362	2,754
Terminaling services fees | Southeast terminals
Segments of business
Revenue	21,376	20,239
Terminaling services fees | West Coast terminals
Segments of business
Revenue	10,984	9,540
Firm commitments revenue
Segments of business
Revenue	44,169	42,133
Ancillary revenue
Segments of business
Revenue	11,506	11,058
Pipeline transportation fees | Midwest Terminals
Segments of business
Revenue	453	433
Pipeline transportation fees | Brownsville terminals
Segments of business
Revenue	396	436
Management fees
Segments of business
Revenue	2,120	2,384
Management fees | Gulf Coast Terminals
Segments of business
Revenue	9	97
Management fees | Brownsville terminals
Segments of business
Revenue	1,659	2,104
Management fees | Southeast terminals
Segments of business
Revenue	221	$ 183
Management fees | West Coast terminals
Segments of business
Revenue	$ 231