TRANSACTIONS WITH AFFILIATES	9 Months Ended
Sep. 30, 2022
TRANSACTIONS WITH AFFILIATES
TRANSACTIONS WITH AFFILIATES	(2) TRANSACTIONS WITH AFFILIATES Operations and reimbursement agreement—Frontera. We have a 50% ownership interest in the Frontera Brownsville LLC joint venture (“Frontera”). We operate Frontera, in accordance with an operations and reimbursement agreement executed between us and Frontera, for a management fee that is based on our costs incurred. Our agreement with Frontera stipulates that we may resign as the operator at any time with the prior written consent of Frontera, or that we may be removed as the operator for good cause, which includes material noncompliance with laws and material failure to adhere to good industry practice regarding health, safety or environmental matters. We recognized revenue related to this operations and reimbursement agreement of approximately $1.5 million and $1.4 million for the three months ended September 30, 2022 and 2021, respectively. We recognized revenue related to this operations and reimbursement agreement of approximately $4.5 million and $4.0 million for the nine months ended September 30, 2022 and 2021, respectively. Terminaling services agreements—Brownsville terminals. We have two terminaling services agreements with Frontera relating to our Brownsville, Texas facility that will expire in January and June 2023, 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 agreed to provide Frontera with approximately 270,000 and 301,000 barrels of storage capacity during the three and nine months ended September 30, 2022 and 2021, respectively. We recognized revenue related to these agreements of approximately $0.4 million and $1.4 million for the three months ended September 30, 2022 and 2021, respectively. We recognized revenue related to these agreements of approximately $1.2 million and $2.6 million for the nine months ended September 30, 2022 and 2021, respectively. Terminaling services agreement—Gulf Coast terminals. We have a terminaling services agreement with Associated Asphalt Marketing, LLC, a wholly owned indirect subsidiary of ArcLight relating to our Gulf Coast terminals. The agreement will expire in April 2026, subject to a five-year automatic renewal unless terminated by either party upon 180 days’ prior notice, after which the agreement is subject to 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 $2.6 million and $2.2 million for the three months ended September 30, 2022 and 2021, respectively. We recognized revenue related to this agreement of approximately $7.5 million and $6.6 million for the nine months ended September 30, 2022 and 2021, respectively. Operating and administrative agreement—SeaPort Midstream Partners, LLC —Central services. We have a 51% ownership interest in SeaPort Midstream. We operate SeaPort Midstream in accordance with an operating and administrative agreement executed between us and SeaPort Midstream, for a management fee that is based on our costs incurred. The operating and administrative agreement will expire in November 2023, subject to two-year automatic renewals unless terminated by either party upon no less than twelve months’ notice prior to the end of the initial term or any successive term. Our agreement with SeaPort Midstream stipulates that we may resign as the operator at any time with the prior written consent of SeaPort Midstream, 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 operating and administrative agreement of approximately $1.0 million for both of the three months ended September 30, 2022 and 2021. We recognized revenue related to this operating and administrative agreement of approximately $2.9 million for both of the nine months ended September 30, 2022 and 2021. Terminaling services agreement— SeaPort Midstream Partners, LLC. We have a terminaling services agreement with SeaPort Midstream relating to our West Coast terminals. The agreement will expire in December 2022 and may be extended, at our sole discretion, for three months upon 30 days’ prior notice. In exchange for our minimum throughput commitment, SeaPort Midstream has agreed to provide us with approximately 14,000 barrels of storage capacity. We use this capacity to store and sell refined and renewable products. We recognized expense related to this agreement of approximately $0.1 million and $nil for the three months ended September 30, 2022 and 2021, respectively. We recognized expense related to this agreement of approximately $0.3 million and $nil for the nine months ended September 30, 2022 and 2021, respectively. Other affiliates—Central services. We manage additional terminal facilities that are owned by affiliates of ArcLight, including Lucknow-Highspire Terminals, LLC. We recognized revenue related to reimbursements from these affiliates of approximately $0.6 million and $0.5 million for the three months ended September 30, 2022 and 2021, respectively. We recognized revenue related to reimbursements from these affiliates of approximately $1.8 million and $1.7 million for the nine months ended September 30, 2022 and 2021, respectively. Services agreement—TransMontaigne Management Company, LLC. Our executive officers who provide services to the Company are employed by TransMontaigne Management Company, LLC, a wholly owned subsidiary of ArcLight, which also provides services to certain other ArcLight affiliates. Pursuant to a services agreement between TMS and TransMontaigne Management Company, TMS continues to provide certain payroll functions and maintains all employee benefits programs on behalf of TransMontaigne Management Company. TransMontaigne Management Company is reimbursed for the payroll and benefits expenses related to the executive officers, plus a 1% administration fee. Aggregate fees paid by us to TransMontaigne Management Company with respect to the services agreement was approximately $0.6 million and $1.6 million for the three months ended September 30, 2022 and 2021, respectively. Aggregate fees paid by us to TransMontaigne Management Company with respect to the services agreement was approximately $1.9 million and $2.7 million for the nine months ended September 30, 2022 and 2021, respectively.

TRANSACTIONS WITH AFFILIATES

9 Months Ended

Sep. 30, 2022

(2) TRANSACTIONS WITH AFFILIATES

Operations and reimbursement agreement—Frontera. We have a 50% ownership interest in the Frontera Brownsville LLC joint venture (“Frontera”). We operate Frontera, in accordance with an operations and reimbursement agreement executed between us and Frontera, for a management fee that is based on our costs incurred. Our agreement with Frontera stipulates that we may resign as the operator at any time with the prior written consent of Frontera, or that we may be removed as the operator for good cause, which includes material noncompliance with laws and material failure to adhere to good industry practice regarding health, safety or environmental matters. We recognized revenue related to this operations and reimbursement agreement of approximately $1.5 million and $1.4 million for the three months ended September 30, 2022 and 2021, respectively. We recognized revenue related to this operations and reimbursement agreement of approximately $4.5 million and $4.0 million for the nine months ended September 30, 2022 and 2021, respectively.

Terminaling services agreements—Brownsville terminals. We have two terminaling services agreements with Frontera relating to our Brownsville, Texas facility that will expire in January and June 2023, 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 agreed to provide Frontera with approximately 270,000 and 301,000 barrels of storage capacity during the three and nine months ended September 30, 2022 and 2021, respectively. We recognized revenue related to these agreements of approximately $0.4 million and $1.4 million for the three months ended September 30, 2022 and 2021, respectively. We recognized revenue related to these agreements of approximately $1.2 million and $2.6 million for the nine months ended September 30, 2022 and 2021, respectively.

Terminaling services agreement—Gulf Coast terminals. We have a terminaling services agreement with Associated Asphalt Marketing, LLC, a wholly owned indirect subsidiary of ArcLight relating to our Gulf Coast terminals. The agreement will expire in April 2026, subject to a five-year automatic renewal unless terminated by either party upon 180 days’ prior notice, after which the agreement is subject to 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 $2.6 million and $2.2 million for the three months ended September 30, 2022 and 2021, respectively. We recognized revenue related to this agreement of approximately $7.5 million and $6.6 million for the nine months ended September 30, 2022 and 2021, respectively.

Operating and administrative agreement—SeaPort Midstream Partners, LLC —Central services. We have a 51% ownership interest in SeaPort Midstream. We operate SeaPort Midstream in accordance with an operating and administrative agreement executed between us and SeaPort Midstream, for a management fee that is based on our costs incurred. The operating and administrative agreement will expire in November 2023, subject to two-year automatic renewals unless terminated by either party upon no less than twelve months’ notice prior to the end of the initial term or any successive term. Our agreement with SeaPort Midstream stipulates that we may resign as the operator at any time with the prior written consent of SeaPort Midstream, 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 operating and administrative agreement of approximately $1.0 million for both of the three months ended September 30, 2022 and 2021. We recognized revenue related to this operating and administrative agreement of approximately $2.9 million for both of the nine months ended September 30, 2022 and 2021.

Terminaling services agreement— SeaPort Midstream Partners, LLC. We have a terminaling services agreement with SeaPort Midstream relating to our West Coast terminals. The agreement will expire in December 2022 and may be extended, at our sole discretion, for three months upon 30 days’ prior notice. In exchange for our minimum throughput commitment, SeaPort Midstream has agreed to provide us with approximately 14,000 barrels of storage capacity. We use this capacity to store and sell refined and renewable products. We recognized expense related to this agreement of approximately $0.1 million and $nil for the three months ended September 30, 2022 and 2021,

respectively. We recognized expense related to this agreement of approximately $0.3 million and $nil for the nine months ended September 30, 2022 and 2021, respectively.

Other affiliates—Central services. We manage additional terminal facilities that are owned by affiliates of ArcLight, including Lucknow-Highspire Terminals, LLC. We recognized revenue related to reimbursements from these affiliates of approximately $0.6 million and $0.5 million for the three months ended September 30, 2022 and 2021, respectively. We recognized revenue related to reimbursements from these affiliates of approximately $1.8 million and $1.7 million for the nine months ended September 30, 2022 and 2021, respectively.

Services agreement—TransMontaigne Management Company, LLC. Our executive officers who provide services to the Company are employed by TransMontaigne Management Company, LLC, a wholly owned subsidiary of ArcLight, which also provides services to certain other ArcLight affiliates. Pursuant to a services agreement between TMS and TransMontaigne Management Company, TMS continues to provide certain payroll functions and maintains all employee benefits programs on behalf of TransMontaigne Management Company. TransMontaigne Management Company is reimbursed for the payroll and benefits expenses related to the executive officers, plus a 1% administration fee. Aggregate fees paid by us to TransMontaigne Management Company with respect to the services agreement was approximately $0.6 million and $1.6 million for the three months ended September 30, 2022 and 2021, respectively. Aggregate fees paid by us to TransMontaigne Management Company with respect to the services agreement was approximately $1.9 million and $2.7 million for the nine months ended September 30, 2022 and 2021, respectively.