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 June 30, ~~2021~~2022
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 June 30, ~~2021,~~2022, the registrant has 0 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.

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TABLE OF CONTENTS

		Page No.
Part I. Financial Information
Item 1.	Unaudited Consolidated Financial Statements	4
	Consolidated balance sheets as of June 30, ~~2021~~2022 and December 31, ~~2020~~2021	5
	Consolidated statements of operations for the three and six months ended June 30, ~~2021~~2022 and ~~2020~~2021	6
	Consolidated statements of equity for the three and six months ended June 30, ~~2021~~2022 and ~~2020~~2021	7
	Consolidated statements of cash flows for the three and six months ended June 30, ~~2021~~2022 and ~~2020~~2021	8
	Notes to consolidated financial statements (unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2931
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4245
Item 4.	Controls and Procedures	4345

Part II. Other Information
Item 1.	Legal Proceedings	4346
Item 1A.	Risk Factors	4346
Item 6.	Exhibits	4447
	Signatures	4548

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described in this Quarterly Report under the heading “Item 1A. Risk Factors”, and under the heading “Item 1A. Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 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;~~conditions, including inflation;

●

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;

●

rising interest rates;

●

operating hazards, global health epidemics, natural disasters, weather-related delays, cyber-security breaches, global or regional conflicts, casualty losses and other matters beyond our control;

●

uncertainty regarding our future operating results;

●

effects of existing and future laws and governmental regulations;

●

the effects of future litigation;

●

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

●

the ongoing pandemic involving COVID-19.

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

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

Part I. Financial Information

ITEM 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The interim unaudited consolidated financial statements of TransMontaigne Partners LLC as of and for the three and six months ended June 30, ~~2021~~2022 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, ~~2020,~~2021, 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 ~~5, 2021~~31, 2022 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 and six months ended June 30, ~~2021:~~2022:

●

TransMontaigne Operating GP L.L.C.

●

TransMontaigne Operating Company L.P.

●

TransMontaigne Terminals L.L.C.

●

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

●

TPSI Terminals L.L.C.

●

TLP Finance Corp.

●

TLP Operating Finance Corp.

●

TPME L.L.C.

●

~~TLP~~TransMontaigne Management Services ~~LLC~~L.L.C.

●

TransMontaigne Products Company L.L.C.

●

Pike West Coast Holdings, L.L.C.

●

Seaport Financing, L.L.C.

●

SeaPort Sound Terminal, L.L.C.

●

SeaPort Pipeline Holdings, L.L.C.

●

SeaPort Midstream Holdings, L.L.C.

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

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TransMontaigne Partners LLC and subsidiaries

Consolidated balance sheets (unaudited)

(In thousands)


	June 30,		December 31,		June 30,		December 31,
	2021		2020		2022		2021
ASSETS
Current assets:
Cash and cash equivalents	$	242	$	595	$	11,197	$	18,273
Trade accounts receivable, net		11,614		9,203
Trade accounts receivable						32,941		20,028
Due from affiliates		3,700		2,986		2,607		2,397
Inventory						8,277		5,333
Other current assets		9,096		5,623		8,580		6,492
Total current assets		24,652		18,407		63,602		52,523
Property, plant and equipment, net		727,363		737,501		842,198		851,483
Goodwill		9,428		9,428		18,586		18,586
Investments in unconsolidated affiliates		225,816		225,948		330,314		332,692
Right-of-use assets, operating leases		48,101		33,880		52,140		48,522
Other assets, net		39,764		44,042		77,063		53,146
	$	1,075,124	$	1,069,206	$	1,383,903	$	1,356,952
LIABILITIES AND EQUITY
Current liabilities:
Trade accounts payable	$	10,054	$	14,000	$	11,539	$	14,568
Operating lease liabilities		3,370		3,284		3,492		3,665
Accrued liabilities		32,944		34,732		41,275		37,751
Short-term debt		346,400		—
Current debt						10,000		10,000
Total current liabilities		392,768		52,016		66,306		65,984
Other liabilities		3,968		4,820
Deferred revenue						2,001		3,334
Long-term operating lease liabilities		46,597		32,418		50,654		46,643
Long-term debt		294,732		644,659		1,285,402		1,263,940
Total liabilities		738,065		733,913		1,404,363		1,379,901
Commitments and contingencies (Note 13)
Equity:
Member interest		337,059		335,293		(20,460)		(22,949)
Total equity		337,059		335,293		(20,460)		(22,949)
	$	1,075,124	$	1,069,206	$	1,383,903	$	1,356,952

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

Six months ended

June 30,

June 30,


2021

2020

2021

2020
Revenue:

External customers

$
58,544

$
60,894

$
119,421

$
122,563
Affiliates

7,416

7,164

15,471

14,336
Total revenue

65,960

68,058

134,892

136,899
Costs and expenses:

Operating

(25,655)

(25,355)

(53,658)

(51,992)
General and administrative expenses

(5,198)

(5,250)

(10,377)

(11,567)
Insurance expenses

(1,390)

(1,280)

(2,718)

(2,488)
Deferred compensation expense

(224)

(354)

(988)

(1,265)
Depreciation and amortization

(14,946)

(14,242)

(29,710)

(27,883)
Total costs and expenses

(47,413)

(46,481)

(97,451)

(95,195)
Earnings from unconsolidated affiliates

2,163

1,850

4,355

4,003
Operating income

20,710

23,427

41,796

45,707
Other expenses:

Interest expense

(7,510)

(7,204)

(14,866)

(16,418)
Amortization of deferred debt issuance costs

(662)

(627)

(1,321)

(1,270)
Total other expenses

(8,172)

(7,831)

(16,187)

(17,688)
Net earnings

$
12,538

$
15,596

$
25,609

$
28,019


	Three months ended				Six months ended
	June 30,				June 30,
	2022		2021		2022		2021
Revenue:
Terminal revenue	$	74,340	$	71,341	$	149,391	$	144,449
Product sales		108,195		68,651		179,874		98,089
Total revenue		182,535		139,992		329,265		242,538
Costs and expenses:
Cost of product sales		(103,709)		(65,380)		(173,162)		(91,996)
Operating		(28,194)		(26,982)		(58,996)		(56,017)
General and administrative		(7,708)		(5,609)		(15,463)		(11,150)
Insurance		(1,703)		(1,574)		(3,255)		(3,093)
Deferred compensation		(776)		(356)		(2,220)		(1,217)
Depreciation and amortization		(17,629)		(17,138)		(35,129)		(34,083)
Total costs and expenses		(159,719)		(117,039)		(288,225)		(197,556)
Earnings from unconsolidated affiliates		3,629		4,427		6,857		8,044
Operating income		26,445		27,380		47,897		53,026
Other expenses:
Interest expense		(14,347)		(10,378)		(28,920)		(20,465)
Amortization of deferred debt issuance costs		(1,039)		(971)		(2,047)		(1,934)
Total other expenses		(15,386)		(11,349)		(30,967)		(22,399)
Net earnings	$	11,059	$	16,031	$	16,930	$	30,627

See accompanying notes to consolidated financial statements (unaudited). Prior periods have been recast as a result of the Pacific Northwest Contribution (See Note 3 of Notes to consolidated financial statements).

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TransMontaigne Partners LLC and subsidiaries

Consolidated statements of equity (unaudited)

(In thousands)

Member

interest

Total
Balance March 31, 2020

$
322,937

$
322,937
Contribution from TLP Holdings

111

111
Distributions to TLP Finance

(12,766)

(12,766)
Net earnings for the three months ended June 30, 2020

15,596

15,596
Balance June 30, 2020

$
325,878

$
325,878

Balance March 31, 2021

$
336,285

$
336,285
Distributions to TLP Finance

(11,764)

(11,764)
Net earnings for the three months ended June 30, 2021

12,538

12,538
Balance June 30, 2021

$
337,059

$
337,059

Balance December 31, 2019

$
324,087

$
324,087
Contribution from TLP Holdings

223

223
Distributions to TLP Finance

(26,451)

(26,451)
Net earnings for the six months ended June 30, 2020

28,019

28,019
Balance June 30, 2020

$
325,878

$
325,878

Balance December 31, 2020

$
335,293

$
335,293
Distributions to TLP Finance

(23,843)

(23,843)
Net earnings for the six months ended June 30, 2021

25,609

25,609
Balance June 30, 2021

$
337,059

$
337,059



			Member
	Predecessor		interest		Total
Balance March 31, 2021	$	74,788	$	336,286	$	411,074
Distributions to TLP Finance Holdings, LLC for debt service		—		(11,764)		(11,764)
Net earnings for the three months ended June 30, 2021		3,493		12,538		16,031
Balance June 30, 2021	$	78,281	$	337,060	$	415,341

Balance March 31, 2022	$	—	$	(24,385)	$	(24,385)
Contributions from parent entities		—		419		419
Distributions to TLP Finance Holdings, LLC for debt service		—		(7,553)		(7,553)
Net earnings for the three months ended June 30, 2022		—		11,059		11,059
Balance June 30, 2022	$	—	$	(20,460)	$	(20,460)

Balance December 31, 2020	$	73,264	$	335,293	$	408,557
Distributions to TLP Finance Holdings, LLC for debt service		—		(23,843)		(23,843)
Net earnings for the six months ended June 30, 2021		5,017		25,610		30,627
Balance June 30, 2021	$	78,281	$	337,060	$	415,341

Balance December 31, 2021	$	—	$	(22,949)	$	(22,949)
Contributions from parent entities		—		944		944
Distributions to TLP Finance Holdings, LLC for debt service		—		(15,385)		(15,385)
Net earnings for the six months ended June 30, 2022		—		16,930		16,930
Balance June 30, 2022	$	—	$	(20,460)	$	(20,460)

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TransMontaigne Partners LLC and subsidiaries

Consolidated statements of cash flows (unaudited)

(In thousands)

Three months ended

Six months ended

June 30,

June 30,


2021

2020

2021

2020
Cash flows from operating activities:

Net earnings

$
12,538

$
15,596

$
25,609

$
28,019
Adjustments to reconcile net earnings to net cash provided by operating activities:

Depreciation and amortization

14,946

14,242

29,710

27,883
Earnings from unconsolidated affiliates

(2,163)

(1,850)

(4,355)

(4,003)
Distributions from unconsolidated affiliates

3,976

4,456

7,309

6,347
Amortization of deferred debt issuance costs

662

627

1,321

1,270
Amortization of deferred revenue

(164)

1,228

(361)

1,195
Unrealized loss on derivative instruments

—

(752)

—

(480)
Changes in operating assets and liabilities:

Trade accounts receivable, net

(2,286)

(124)

(2,411)

5,085
Due from affiliates

18

264

(714)

392
Other current assets

1,141

1,673

(2,204)

(1,819)
Amounts due under long-term terminaling services agreements, net

1,181

(667)

479

(194)
Right-of-use assets, operating leases

742

758

1,474

1,397
Other assets, net

49

484

16

449
Trade accounts payable

(658)

(2,102)

(750)

(1,642)
Accrued liabilities

2,669

7,882

(1,788)

(2,706)
Operating lease liabilities

(650)

(671)

(1,430)

(1,337)
Net cash provided by operating activities

32,001

41,044

51,905

59,856
Cash flows from investing activities:

Investments in unconsolidated affiliates

(442)

(3,171)

(2,822)

(3,171)
Capital expenditures

(7,887)

(14,876)

(21,593)

(28,765)
Net cash used in investing activities

(8,329)

(18,047)

(24,415)

(31,936)
Cash flows from financing activities:

Borrowings under revolving credit facility

14,400

20,300

65,700

73,000
Repayments under revolving credit facility

(29,400)

(33,000)

(69,700)

(74,700)
Senior notes repurchase

—

(100)

—

(100)
Distributions to TLP Finance

(11,764)

(12,766)

(23,843)

(26,451)
Contributions from TLP Holdings

—

111

—

223
Net cash used in financing activities

(26,764)

(25,455)

(27,843)

(28,028)
Decrease in cash and cash equivalents

(3,092)

(2,458)

(353)

(108)
Cash and cash equivalents at beginning of period

3,334

3,440

595

1,090
Cash and cash equivalents at end of period

$
242

$
982

$
242

$
982
Supplemental disclosures of cash flow information:

Cash paid for interest

$
2,927

$
3,441

$
14,877

$
17,029
Property, plant and equipment acquired with accounts payable

$
6,267

$
16,359

$
6,267

$
16,359
Additions to right-of-use assets obtained from new operating lease liabilities

$
15,695

$
—

$
15,695

$
—


	Three months ended				Six months ended
	June 30,				June 30,
	2022		2021		2022		2021
Cash flows from operating activities:
Net earnings	$	11,059	$	16,031	$	16,930	$	30,627
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		17,629		17,138		35,129		34,083
Earnings from unconsolidated affiliates		(3,629)		(4,427)		(6,857)		(8,044)
Distributions from unconsolidated affiliates		4,719		5,393		9,235		9,541
Equity-based compensation		419		—		838		—
Amortization of deferred debt issuance costs		1,039		971		2,047		1,934
Amortization of deferred revenue		(463)		(387)		(1,333)		(852)
Unrealized gain on derivative instruments		—		(296)		—		(898)
Changes in operating assets and liabilities:
Trade accounts receivable		(131)		(5,937)		(12,913)		(9,843)
Due from affiliates		9		58		(210)		(87)
Inventory		5,308		(2,257)		(2,944)		(1,948)
Other current assets		(2,187)		2,389		(2,088)		(2,299)
Long-term customer receivables		99		1,405		496		971
Right-of-use assets, operating leases		795		742		1,616		1,474
Other assets, net		(977)		46		(1,011)		15
Trade accounts payable		(1,413)		20		(883)		2,050
Accrued liabilities		4,954		2,585		3,524		(1,149)
Operating lease liabilities		(540)		(650)		(1,396)		(1,430)
Net cash provided by operating activities		36,690		32,824		40,180		54,145
Cash flows from investing activities:
Investments in unconsolidated affiliates		—		(442)		—		(2,822)
Affiliate loan		—		—		(25,000)		—
Capital expenditures		(12,595)		(9,675)		(26,392)		(24,296)
Net cash used in investing activities		(12,595)		(10,117)		(51,392)		(27,118)
Cash flows from financing activities:
Repayments of senior secured term loan		(2,500)		—		(5,000)		—
Repayments of SeaPort Financing term loan		—		(524)		—		(1,048)
Borrowings under revolving credit facility		48,200		14,400		86,200		65,700
Repayments under revolving credit facility		(55,200)		(29,400)		(61,200)		(69,700)
Debt issuance costs		(43)		—		(585)		—
Contributions from parent entities		—		—		106		—
Distributions to TLP Finance Holdings, LLC for debt service		(7,553)		(11,764)		(15,385)		(23,843)
Net cash provided by (used in) financing activities		(17,096)		(27,288)		4,136		(28,891)
Increase (decrease) in cash and cash equivalents		6,999		(4,581)		(7,076)		(1,864)
Cash and cash equivalents at beginning of period		4,198		18,196		18,273		15,479
Cash and cash equivalents at end of period	$	11,197	$	13,615	$	11,197	$	13,615
Supplemental disclosures of cash flow information:
Cash paid for interest	$	11,169	$	6,466	$	27,287	$	21,944
Property, plant and equipment acquired with accounts payable	$	4,821	$	7,262	$	4,821	$	7,262
Additions to right-of-use assets obtained from new operating lease liabilities	$	3,227	$	15,640	$	5,234	$	15,695
Non-cash contributions from parent entities	$	419	$	—	$	944	$	—

See accompanying notes to consolidated financial statements (unaudited).

Prior periods have been recast as a result of the Pacific Northwest Contribution (See Note 3 of Notes to consolidated financial statements).

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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, renewable 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. In addition, we sell refined and renewable products to major fuel producers and marketers in the Pacific Northwest at our terminal operations in Tacoma and Seattle, Washington.

On November 17, 2021, Arclight contributed Pike West Coast Holdings, LLC (“Pike West Coast”) a portfolio company of ArcLight Energy Partners Fund VI, L.P. to the Company. Pike West Coast is an infrastructure company with significant operations across the renewable fuels supply chain in the U.S. Pacific Northwest (the “Pacific Northwest Contribution”).

Pike West Coast owns a 100% ownership interest in SeaPort Financing, LLC. SeaPort Financing, LLC owns a 100% ownership interest in SeaPort Sound Terminal, LLC, which owns a refined and renewable products terminal in Tacoma, Washington; a 51% ownership interest in SeaPort Midstream Partners, LLC (“Seaport Midstream”), which owns refined and renewable products terminals in both Seattle, Washington and Portland, Oregon; and a 30% ownership interest in Olympic Pipeline Company, LLC (“Olympic Pipeline Company”), which owns the 400-mile Olympic Pipeline between Blaine, Washington and Portland, Oregon, and a refined and renewable products terminal in Bayview, Washington.

(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~~intercompany 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 June 30, ~~2021~~2022 and December 31, ~~2020~~2021 and our results of operations for the three and six months ended June 30, ~~2021~~2022 and ~~2020.~~2021.

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~~In management’s opinion, the estimate of useful lives of our plant and equipment are subjective in nature, require the exercise of judgment ~~and/or~~and involve complex ~~analyses: useful lives of our plant and equipment and accrued environmental obligations.~~analyses. 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.

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TransMontaigne Partners LLC and Subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

(c) Accounting for terminal and pipeline operations

We generate revenue from terminaling services fees, management fees, pipeline transportation fees and ~~management fees.~~product sales. Under Topic 606, Revenue from Contracts with Customers (“ASC ~~606~~606”) and ~~ASC~~Topic 842,Leases and the series of related Accounting Standards Updates that followed (collectively referred to as “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.”

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~~TransMontaigne Partners LLC and Subsidiaries~~

~~Notes to consolidated financial statements (unaudited) (continued)~~

Our terminaling services agreements include revenue recognized in accordance with ASC 606 and ASC 842. ~~Upon adoption~~At the time of ~~these standards,~~contract inception, we ~~evaluated our contracts~~evaluate each contract to determine whether the contract ~~contained~~contains a lease. Significant assumptions used in this process include the determination of whether substantive substitution rights exist based on the terms of the contract and available capacity at the terminal at the time of contract inception. Our terminaling services agreements do not allow our customers to purchase the underlying asset and vary in terms and conditions with respect to extension or termination options. If a contract is accounted for as a lease under ASC 842, we recognize the minimum payments as lease revenue and revenue recognized in excess of firm commitments as a variable payment of the lease. All other components of the contracts accounted for as a lease are treated as non-lease components (ancillary revenue) and are accounted for in accordance with ASC 606. The majority of our firm commitments under our terminaling services agreements are accounted for as lease revenue in accordance with ASC ~~842 (“ASC 842 revenue”).~~842. The remaining firm commitments under our terminaling services agreements not accounted for as lease revenue are accounted for in accordance with ASC 606, ~~(“ASC 606 revenue”),~~ where the minimum payment arrangement in each contract is considered 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 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 (See Note 15 of Notes to consolidated financial statements).

~~Pipeline transportation fees.~~ We earned pipeline transportation fees at our Diamondback pipeline under a capacity reservation agreement that ended on May 26, 2021. Revenue associated with the capacity reservation agreement was recognized ratably over the respective term, regardless of whether the capacity was actually utilized. We earned pipeline transportation fees at our Razorback pipeline based on an allocation of the aggregate fees charged under the capacity agreement with our customer who was contracted for 100% of our Razorback system through December 31, 2020. Effective January 1, 2021, our customer has leased 100% of our Razorback system and assumed operatorship of the Razorback pipeline and the terminals in Mount Vernon, Missouri and in Rogers, Arkansas. Beginning in 2021, the fees associated with this lease agreement are recognized as terminaling services fees. 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 lease land under operating leases as the lessor or sublessor with third parties and affiliates. 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 manage and operate ~~terminals that are owned by affiliates of ArcLight, including for~~ SeaPort Midstream ~~Partners, LLC in Seattle, Washington and Portland, Oregon and another terminal for SeaPort Sound Terminal, LLC (“SeaPort Sound”) in Tacoma, Washington~~ and receive a management fee based on our costs incurred. We also

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TransMontaigne Partners LLC and Subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

manage additional terminal facilities that are owned by affiliates of ArcLight, including Lucknow-Highspire Terminals, LLC, which operates terminals throughout Pennsylvania encompassing approximately 9.9 million barrels of storage capacity and we receive a management fee based on our costs incurred.

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.

~~Table~~Pipeline transportation fees. We earned pipeline transportation fees at our Diamondback pipeline under a capacity reservation agreement that ended on May 26, 2021. Revenue associated with the capacity reservation agreement was recognized ratably over the respective term, regardless of ~~Contents~~whether the capacity was utilized.

~~TransMontaigne Partners LLC~~Product sales. Our product sales revenue refers to the sale of refined and ~~Subsidiaries~~renewable products at our terminal operations in Tacoma and Seattle, Washington. Product sales revenue pricing is contractually specified, and we have determined that each transaction represents a separate performance obligation. Product sales revenue is recognized at a point in time when our customers take control and legal title of the commodities purchased. Product sales revenue is recorded gross of cost of product sales, which includes product supply and transportation costs, as we are responsible for fulfilling the promise in the sales contract and maintain inventory risk. Product sales revenue is accounted for in accordance with ASC 606.

~~Notes to consolidated financial statements (unaudited) (continued)~~

(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) Inventory

Inventory represents refined and renewable products held for resale and are recorded at the lower of cost or net realizable value. Cost is determined by using the average cost method. At June 30, 2022 and December 31, 2021, our refined products inventory was approximately $4.7 million and $2.8 million, respectively. At June 30, 2022 and December 31, 2021, our renewable products inventory was approximately $3.6 million and $2.5 million, respectively. We did not recognize any adjustments to the lower of cost or net realizable value during the three and six months ended June 30, 2022 and 2021.

(f) 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. We did 0t recognize any impairment charges during the three and six months ended June 30, ~~2021~~2022 and ~~2020.~~2021.

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~~(f)~~TransMontaigne Partners LLC and Subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

(g) 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. We did not recognize any impairment charges during the three and six months ended June 30, ~~2021~~2022 and ~~2020.~~2021.

~~(g)~~(h) Environmental obligations

We accrue for environmental costs that relate to existing conditions caused by past operations when probable and reasonably estimable (See Note 910 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 45 of Notes to consolidated financial statements).

In connection with our acquisition of the Florida, ~~(other than Pensacola),~~ Midwest, Brownsville, Texas, River and Southeast ~~and Pensacola, Florida terminal~~terminals and facilities, a third party agreed to indemnify us against certain potential

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~~TransMontaigne Partners LLC and Subsidiaries~~

~~Notes to consolidated financial statements (unaudited) (continued)~~

environmental claims, losses and expenses. Based on our current knowledge, we expect that the active remediation projects subject to the benefit of this indemnification obligation are winding down and will not involve material additional claims, losses, and expenses. ~~Nonetheless, the forgoing environmental indemnification obligations of a third party to us remain in place.~~

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

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~~(i) Deferred compensation expense~~TransMontaigne Partners LLC and Subsidiaries

We have a savings and retention plan to compensate certain employees who provide services to the Company. We index the savings and retention plan 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).~~statements (unaudited) (continued)

(j) Accounting for derivative instruments

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

At June 30, ~~2021~~2022 and December 31, ~~2020~~2021, we do not have derivative instruments. Our interest rate swap agreements ~~expired~~ended in ~~June 2020.~~November 2021. Pursuant to the terms of the interest rate swap agreements, we paid a blended fixed rate ~~of approximately 2.04%~~ and received interest payments based on the one-month LIBOR. The net difference to be paid or received under the interest rate swap agreements was settled monthly and was recognized as an adjustment to interest expense. The fair value of our interest rate swap agreements was determined using a pricing model based on the LIBOR swap rate and other observable market data. On July 27, 2022, we entered into interest rate swap agreements with an aggregate notional amount of $500 million (See Note 17 of Notes to consolidated financial statements).

(k) Income taxes

NaN 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

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~~TransMontaigne Partners LLC and Subsidiaries~~

~~Notes to consolidated financial statements (unaudited) (continued)~~

statements. As we have no components of comprehensive income other than net earnings, no statement of comprehensive income has been presented.

(m) Recent accounting pronouncements

In March 2020, the ~~Financial Accounting Standards Board (“FASB”)~~FASB issued ASU No. 2020-04, Reference Rate Reform—Facilitation of the Effects of Reference Rate Reform on Financial Reporting. Further, in January 2021, the FASB issued Update No. 2021-01, Reference Rate Reform (Topic 848), which clarifies the scope of Topic 848 so that derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions in Topic 848. This ASU provides temporary optional expedients and exceptions to GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing ~~Rate.~~Rate (“SOFR”). Entities can elect not to apply certain modification accounting requirements to contracts affected by this reference rate reform, if certain criteria are met. An entity that makes this election would not have to re-measure the contracts at the modification date or reassess a previous accounting determination. Entities can also elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met. The guidance is effective upon issuance and generally can be applied through December 31, 2022. We are currently reviewing the effect of this ASU on our financial statements.

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~~(n)~~ ~~Going concern assessment~~TransMontaigne Partners LLC and ~~management’s plan~~Subsidiaries

~~Pursuant to FASB ASC 205-40,~~ ~~Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern~~, we are required to assess our ability to continue as a going concern for a period of one year from the date of the issuance of these consolidated financial statements. Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year from the financial statement issuance date. As discussed in Note 11 of Notes to consolidated financial statements our revolving credit facility matures on March 13, 2022, and has not been renewed as of the date of the issuance of these consolidated financial statements. While the Company intends to renew or extend the terms of our revolving credit facility, until such time as we have an executed agreement to refinance or extend the maturity, we cannot conclude that it is probable we will do so, and accordingly, this raises substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.(unaudited) (continued)

(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 $1.3 million for ~~both of~~ the three months ended June 30, 2022 and 2021, respectively. We recognized revenue related to this operations and ~~2020 and~~reimbursement agreement of approximately ~~$2.6~~$3.0 million and ~~$2.8~~$2.6 million for the six months ended June 30, 2022 and 2021, ~~and 2020,~~ respectively.

Terminaling services agreements—Brownsville terminals. We have 2 terminaling services agreements with Frontera relating to our Brownsville, Texas facility that will expire in January and June ~~2022 and~~ 2023, subject to automatic renewals unless terminated by either party upon 90 days’ to 180 days’ prior ~~notice, respectively.~~notice. In exchange for its minimum throughput commitments, we ~~have~~ agreed to provide Frontera with approximately 270,000 and 301,000 barrels of storage ~~capacity.~~capacity during the three and six months ended June 30, 2022 and 2021, respectively. We recognized revenue related to these agreements of approximately $0.2 million and $0.6 million for ~~both of~~ the three months ended

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~~TransMontaigne Partners LLC and Subsidiaries~~

~~Notes to consolidated financial statements (unaudited) (continued)~~

June 30, 2022 and 2021, ~~and 2020 and~~respectively. We recognized revenue related to these agreements of approximately ~~$1.2~~$0.8 million and ~~$1.3~~$1.2 million for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

Terminaling services agreement—Gulf Coast terminals. We have a terminaling services agreement with Associated Asphalt Marketing, LLC, a ~~wholly-owned~~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 ~~$2.2~~$2.4 million and ~~$2.1~~$2.2 million for the three months ended June 30, 2022 and 2021, ~~and 2020, respectively, and~~respectively. We recognized revenue related to this agreement of approximately ~~$4.4~~$4.9 million and ~~$4.2~~$4.4 million for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

Operating and administrative agreement—SeaPort Midstream Partners, LLC —Central services. We ~~operate 2 products terminals~~have a 51% ownership interest in ~~Seattle, Washington and Portland, Oregon, on behalf of~~SeaPort Midstream. We operate SeaPort Midstream ~~Partners, LLC,~~ in accordance with an operating and administrative agreement executed between us and SeaPort Midstream, ~~Partners, LLC. SeaPort Midstream Partners, LLC~~for a management fee that is ~~a joint venture between SeaPort Midstream Holdings LLC, an ArcLight subsidiary, and BP West Coast Products LLC. SeaPort Midstream Holdings LLC owns~~ ~~51% of SeaPort Midstream Partners, LLC.~~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 ~~Partners, LLC~~ stipulates that we may resign as the operator at any time with the prior written consent of SeaPort Midstream, ~~Partners, LLC,~~ 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 ~~$0.9~~$1.0 million and ~~$0.8~~$0.9 million for the three months ended June 30, 2022 and 2021, ~~and 2020, respectively, and approximately $1.9 million and $1.6 million for the six months ended June 30, 2021 and 2020,~~ respectively.

~~Services agreement—SeaPort Sound Terminal, LLC (“SeaPort Sound”)—Central services~~. ~~Our subsidiary, TMS, operates a products terminal in Tacoma, Washington on behalf of SeaPort Sound Terminal, LLC, an ArcLight subsidiary.~~ We recognized revenue related to this ~~services~~operating and administrative agreement of approximately $1.9 million for both of the six months ended June 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 September 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 June 30, 2022 and 2021, respectively. We

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TransMontaigne Partners LLC and ~~2020 and~~Subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

recognized expense related to this agreement of approximately ~~$4.1~~$0.2 million and ~~$3.8 million~~$nil for the six months ended June 30, ~~2021~~2022 and ~~2020,~~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 $0.5 million ~~and $0.4 million~~ for both of the three months ended June 30, ~~2021~~2022 and ~~2020, respectively, and~~2021. We recognized revenue related to reimbursements from these affiliates of approximately $1.2 million ~~and $0.6 million~~ for both of the six months ended June 30, ~~2021~~2022 and ~~2020, respectively.~~2021.

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 $0.5 million for ~~both of~~ the three months ended June 30, 2022 and 2021, ~~and 2020 and~~respectively. Aggregate fees paid by us to TransMontaigne Management Company with respect to the services agreement was approximately ~~$1.1~~$1.3 million and ~~$1.7~~$1.1 million for the six months ended June 30, 2022 and 2021, ~~and 2020, respectively.~~respectively.

(3) CONTRIBUTION OF TERMINAL ASSETS

Contribution of Pacific Northwest assets. On November 17, 2021, Arclight contributed Pike West Coast Holdings, LLC (“Pike West Coast”), a portfolio company of ArcLight Energy Partners Fund VI, L.P. to the Company in exchange for payments to certain lenders of SeaPort Financing, LLC (a wholly owned subsidiary of Pike West Coast) in the amount of approximately $198.2 million and a distribution to Arclight in the amount of approximately $256.3 million. In addition, a $10.2 million short-term loan from the Company to an ArcLight affiliate was terminated in contemplation of the contribution. Pike West Coast is an infrastructure company with significant operations across the renewable fuels supply chain in the U.S. Pacific Northwest (the “Pacific Northwest Contribution”).

Pike West Coast owns a 100% ownership interest in SeaPort Financing, LLC. SeaPort Financing, LLC owns a 100% ownership interest in SeaPort Sound Terminal, LLC, which owns a refined and renewable products terminal in Tacoma, Washington; a 51% ownership interest in SeaPort Midstream, which owns refined and renewable products terminals in both Seattle, Washington and Portland, Oregon; and a 30% ownership interest in Olympic Pipeline Company, which owns the 400-mile Olympic Pipeline between Blaine, Washington and Portland, Oregon, and a refined and renewable products terminal in Bayview, Washington.

The Pacific Northwest Contribution has been recorded at carryover basis as a reorganization of entities under common control. As such, prior periods include the assets, liabilities, and results of operations of the Pacific Northwest Contribution for all periods presented. We recorded the assets at their net book value of $84.7 million with the remaining consideration paid of $181.8 million recorded as a reduction to member equity interest. The difference between the consideration we paid and the carryover basis of the net assets purchased has been reflected in the accompanying consolidated balance sheets and statement of equity as a decrease to the member interest.

1415

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TransMontaigne Partners LLC and Subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

Our basis in the assets and liabilities of the Pacific Northwest Contribution at the time of the contribution was as follows (in thousands):


Cash	$	19,078
Trade accounts receivable		8,174
Inventory		3,145
Other current assets		671
Property, plant and equipment, net		120,215
Investment in unconsolidated affiliates		108,691
Goodwill		9,158
Other assets, net		14,689
Trade accounts payable		(6,062)
Senior secured term loan		(191,510)
Accrued and other liabilities		(1,552)
Equity	$	84,697

~~(3)~~(4) CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE

Our primary market areas are located in the United States along the Gulf Coast, in the Southeast, in Brownsville, Texas, along the Mississippi and Ohio Rivers, in the Midwest and along the West Coast. We have a concentration of trade receivable balances due from companies engaged in the trading, distribution and marketing of refined products and crude oil. These concentrations of customers may affect our overall credit risk in that the customers may be similarly affected by changes in economic, regulatory or other factors. Our customers’ historical financial and operating information is analyzed prior to extending credit. We manage our exposure to credit risk through credit analysis, credit approvals, credit limits and monitoring procedures, and for certain transactions we may request letters of credit, prepayments or guarantees. Amounts included in trade accounts receivable that are accounted for as revenue in accordance with ASC 606 approximate $3.5 million and $2.4 million at June 30, 2021 and December 31, 2020, respectively.

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


	June 30,		December 31,		June 30,		December 31,
	2021		2020		2022		2021
Trade accounts receivable	$	11,614	$	9,203	$	32,941	$	20,028
Less allowance for credit losses		—		—
	$	11,614	$	9,203

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				Six months ended				Three months ended				Six months ended
	June 30,				June 30,				June 30,				June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Pilot Flying J	20	%	14	%	20	%	14	%
Freepoint Commodities LLC	9	%	10	%	10	%	11	%
Connell Oil									18	%	6	%	14	%	4	%
Chevron Corporation									8	%	11	%	8	%	11	%
Marathon Petroleum									7	%	10	%	7	%	9	%

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TransMontaigne Partners LLC and Subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

~~(4)~~(5) OTHER CURRENT ASSETS

Other current assets were as follows (in thousands):

June 30,

December 31,

2021

2020

Prepaid insurance

$
4,423

$
2,123

Revolving credit facility unamortized deferred debt issuance costs, net of accumulated amortization of $11,902 at June 30, 2021

1,269

—

Additive detergent

1,797

1,585

Amounts due from insurance companies

546

668

Deposits and other assets

1,061

1,247

$
9,096

$
5,623

~~Revolving credit facility unamortized deferred debt issuance costs.~~ ~~Deferred debt issuance costs are amortized using the effective interest method over the term of the related revolving credit facility. Our revolving credit facility~~ ~~matures on March 13, 2022, and therefore the unamortized deferred debt issuance costs are presented as a current asset in our consolidated balance sheets as of June 30, 2021.~~


	June 30,		December 31,
	2022		2021
Prepaid insurance	$	4,248	$	1,913
Additive detergent		1,292		1,055
Amounts due from insurance companies		264		414
Deposits and other assets		2,776		3,110
	$	8,580	$	6,492

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

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~~TransMontaigne Partners LLC and Subsidiaries~~

~~Notes to consolidated financial statements (unaudited) (continued)~~

recognize our insurance recoveries in the period that we assess the likelihood of recovery as being probable. At June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, we have recognized amounts due from insurance companies of approximately ~~$0.5~~$0.3 million and ~~$0.7~~$0.4 million, respectively, representing our best estimate of our probable insurance recoveries. During the six months ended June 30, ~~2021,~~2022, we received reimbursements from insurance companies of approximately $0.1 million.

~~(5)~~(6) PROPERTY, PLANT AND EQUIPMENT, NET

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


	June 30,		December 31,		June 30,		December 31,
	2021		2020		2022		2021
Land	$	83,657	$	83,657	$	104,647	$	104,647
Terminals, pipelines and equipment		1,135,652		1,108,410		1,308,509		1,266,086
Furniture, fixtures and equipment		11,323		11,104		17,305		16,986
Construction in progress		13,761		22,824		14,501		32,997
		1,244,393		1,225,995		1,444,962		1,420,716
Less accumulated depreciation		(517,030)		(488,494)		(602,764)		(569,233)
	$	727,363	$	737,501	$	842,198	$	851,483

At June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, property, plant and equipment, net utilized by our customers in revenue operating lease arrangements consisted of approximately ~~$564.4~~$593.7 million and ~~$582.6~~$597.9 million, respectively, of terminals, pipelines and equipment. The terminals, pipelines and equipment primarily relates to our storage tanks and associated internal piping.

~~(6)~~(7) GOODWILL

Goodwill was as follows (in thousands):


	June 30,		December 31,		June 30,		December 31,
	2021		2020		2022		2021
Brownsville terminals	$	8,485	$	8,485	$	8,485	$	8,485
West Coast terminals		943		943		10,101		10,101
	$	9,428	$	9,428	$	18,586	$	18,586

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

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TransMontaigne Partners LLC and Subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

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 June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, our Brownsville and West Coast terminals contained goodwill. We did 0t recognize any goodwill impairment charges during the three orand six months ended June 30, ~~2021~~2022 or during the year ended December 31, ~~2020~~2021 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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~~TransMontaigne Partners LLC and Subsidiaries~~

~~Notes to consolidated financial statements (unaudited) (continued)~~

~~(7)~~(8) INVESTMENTS IN UNCONSOLIDATED AFFILIATES

At June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, our investments in unconsolidated affiliates include a 42.5% Class A ownership interest in Battleground Oil Specialty Terminal Company LLC (“BOSTCO”), a 30% ownership interest in Olympic Pipeline Company, a 51% ownership interest in SeaPort Midstream and a 50% ownership interest in ~~Frontera Brownsville LLC (“Frontera”).~~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. Olympic Pipeline Company is a 400-mile interstate refined petroleum products pipeline system running from Blaine, Washington to Portland, Oregon and a refined and renewable products terminal in Bayview, Washington. SeaPort Midstream is two terminal facilities located in Seattle, Washington and Portland, Oregon that encompasses approximately 1.3 million barrels of refined and renewable product storage. 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)

June 30,

December 31,

June 30,

December 31,


2021

2020

2021

2020

BOSTCO

42.5
%
42.5
%
$
202,735

$
201,912

Frontera

50
%
50
%

23,081

24,036

Total investments in unconsolidated affiliates

$
225,816

$
225,948


	Percentage of				Carrying value
	ownership				(in thousands)
	June 30,		December 31,		June 30,		December 31,
	2022		2021		2022		2021
BOSTCO	42.5	%	42.5	%	$	198,432	$	200,301
Olympic Pipeline Company	30	%	30	%		79,595		80,941
SeaPort Midstream	51	%	51	%		29,686		29,136
Frontera	50	%	50	%		22,601		22,314
Total investments in unconsolidated affiliates					$	330,314	$	332,692

At both June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, our investment in BOSTCO includes approximately ~~$6.4~~$6.2 million of excess investment related to a one time buy-in fee to acquire our 42.5% interest and capitalization of interest on our investment during the construction of BOSTCO amortized over the useful life of the assets. Excess investment is the amount by which our investment exceeds our proportionate share of the book value of the net assets of the BOSTCO entity.

~~Earnings from investments~~At June 30, 2022 and December 31, 2021, our investment in ~~unconsolidated affiliates was as follows (in thousands):~~

Three months ended

Six months ended

June 30,

June 30,


2021

2020

2021

2020
BOSTCO

$
1,603

$
1,302

$
3,093

$
2,810
Frontera

560

548

1,262

1,193
Total earnings from investments in unconsolidated affiliates

$
2,163

$
1,850

$
4,355

$
4,003

~~Additional capital investments in unconsolidated affiliates for~~Olympic Pipeline Company includes approximately $5.8 million and $6.0 million, respectively, of excess investment related to property, plant and equipment being amortized over the ~~funding~~useful life of ~~growth projects was as follows (in thousands):~~

Three months ended

Six months ended

June 30,

June 30,


2021

2020

2021

2020
BOSTCO

$
442

$
506

$
2,822

$
3,171
Frontera

—

—

—

—
Additional capital investments in unconsolidated affiliates

$
442

$
506

$
2,822

$
3,171

the assets and approximately $20.2 million of excess investment related to goodwill. Excess investment is the amount by which our investment exceeds our proportionate share of the book value of the net assets of the Olympic Pipeline Company 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				Six months ended
	June 30,				June 30,
	2022		2021		2022		2021
BOSTCO	$	1,505	$	1,603	$	2,307	$	3,093
Olympic Pipeline Company		1,175		1,891		3,358		3,197
SeaPort Midstream		388		373		550		492
Frontera		561		560		642		1,262
Total earnings from investments in unconsolidated affiliates	$	3,629	$	4,427	$	6,857	$	8,044

Additional capital investments in unconsolidated affiliates for the funding of growth projects was as follows (in thousands):


	Three months ended				Six months ended
	June 30,				June 30,
	2022		2021		2022		2021
BOSTCO	$	—	$	442	$	—	$	2,822
Olympic Pipeline Company		—		—		—		—
SeaPort Midstream		—		—		—		—
Frontera		—		—		—		—
Additional capital investments in unconsolidated affiliates	$	—	$	442	$	—	$	2,822

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


	Three months ended				Six months ended				Three months ended				Six months ended
	June 30,				June 30,				June 30,				June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
BOSTCO	$	2,796	$	3,636	$	5,092	$	5,053	$	2,127	$	2,796	$	4,176	$	5,092
Olympic Pipeline Company										2,237		1,417		4,704		2,232
SeaPort Midstream										—		—		—		—
Frontera		1,180		820		2,217		1,294		355		1,180		355		2,217
Cash distributions received from unconsolidated affiliates	$	3,976	$	4,456	$	7,309	$	6,347	$	4,719	$	5,393	$	9,235	$	9,541

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

Balance sheets:

BOSTCO

Frontera

June 30,

December 31,

June 30,

December 31,


2021

2020

2021

2020
Current assets

$
18,252

$
15,822

$
5,136

$
5,352
Long-term assets

462,074

464,971

42,203

43,939
Current liabilities

(13,655)

(17,543)

(1,177)

(1,219)
Long-term liabilities

(5,193)

(5,476)

—

—
Net assets

$
461,478

$
457,774

$
46,162

$
48,072

~~Statements of income:~~

BOSTCO

Frontera

Three months ended

Three months ended


June 30,

June 30,

2021

2020

2021

2020
Revenue

$
16,722

$
15,885

$
4,600

$
4,772
Expenses

(12,608)

(12,585)

(3,480)

(3,676)
Net income

$
4,114

$
3,300

$
1,120

$
1,096

BOSTCO

Frontera

Six months ended

Six months ended

June 30,

June 30,

2021

2020

2021

2020
Revenue

$
35,522

$
32,321

$
9,469

$
9,808
Expenses

(27,593)

(25,236)

(6,945)

(7,422)
Net income

$
7,929

$
7,085

$
2,524

$
2,386


	June 30,		December 31,
	2022		2021
Current assets	$	52,484	$	57,797
Long-term assets		756,603		760,169
Current liabilities		(30,132)		(38,701)
Long-term liabilities		(49,966)		(44,144)
Net assets	$	728,989	$	735,121

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Notes to consolidated financial statements (unaudited) (continued)

~~(8) OTHER ASSETS, NET~~Statements of income:

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


	June 30,		December 31,		Three months ended				Six months ended
	2021		2020		June 30,				June 30,
Customer relationships, net of accumulated amortization of $10,762 and $9,587, respectively	$	38,668	$	39,843
Revolving credit facility unamortized deferred debt issuance costs, net of accumulated amortization of $11,054 at December 31, 2020		—		2,117
Amounts due under long-term terminaling services agreements		377		1,347
Deposits and other assets		719		735
	$	39,764	$	44,042	2022		2021		2022		2021
Revenue					$	48,043	$	45,776	$	95,872	$	91,826
Expenses						(38,446)		(33,546)		(76,379)		(69,828)
Net income					$	9,597	$	12,230	$	19,493	$	21,998

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

~~Revolving credit facility unamortized deferred debt issuance costs.~~ Deferred debt issuance costs are amortized using the effective interest method over the term of the related revolving credit facility. Our revolving credit facility matures on March 13, 2022, and therefore the unamortized deferred debt issuance costs are presented as a current asset in our consolidated balance sheets as of June 30, 2021.

~~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 and ASC 606 the minimum payments under the long-term terminaling services agreements on a straight-line basis over the terms of the respective agreements. At June 30, 2021 and December 31, 2020, we have recognized revenue in excess of the minimum payments that was due through those respective dates under the long-term terminaling services agreements resulting in an asset of approximately $0.4 million and $1.3 ~~million, respectively. At both June 30, 2021 and December 31, 2020, we had contract assets related to ASC 606 of approximately $0.1 million.~~

(9) ~~ACCRUED LIABILITIES~~OTHER ASSETS, NET

~~Accrued liabilities were~~Other assets, net was as follows (in thousands):

June 30,

December 31,

2021

2020

Accrued compensation expense

$
9,025

$
12,283

Customer advances and deposits

9,658

10,689

Interest payable

7,607

7,619

Accrued property taxes

4,398

3,018

Accrued environmental obligations

2,197

983

Accrued expenses and other

59

140

$
32,944

$
34,732

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


	June 30,		December 31,
	2022		2021
Customer relationships, net of accumulated amortization of $16,511 and $14,913, respectively	$	49,019	$	50,617
Affiliate loan		26,034		—
SeaPort Midstream member loan		1,259		1,259
Long-term customer receivables		40		536
Deposits and other assets		711		734
	$	77,063	$	53,146

Customer ~~advances~~relationships. Other assets, net include certain customer relationships at our West Coast terminals. These customer relationships are being amortized on a straight-line basis over approximately ten to twenty years.

Affiliate loan. On March 30, 2022, the Company and ~~deposits.~~TransMontaigne Operating Company L.P., our wholly owned subsidiary, made a $25 million affiliate loan to our indirect parent, Pike Petroleum Holdings, LLC (“PPH”). PPH is authorized to use the proceeds of the loan to cash collateralize a letter of credit facility and/or the operations of its subsidiary Gulf Operating, LLC. The outstanding principal amount of the loan bears interest at a market rate of LIBOR plus 15%. Any unpaid interest will be added to the outstanding principal at the end of each month. The outstanding principal plus any unpaid interest can be repaid at any time and becomes immediately due upon a change in control, a sale of the Company or sale of all or substantially all of the Company’s assets. With this loan we have reached our maximum allowable loans to affiliates under the Credit Agreement.

SeaPort Midstream member loan. We ~~bill certain~~are party to a member revolving loan agreement with a total borrowing capacity of $5.0 million with Seaport Midstream due December 31, 2025. We are responsible for our ~~customers one month in advance for terminaling services to be provided in the following month.~~proportionate share of 51% of this loan. At both June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the total outstanding borrowings were $2.5 million. Accordingly, we have ~~billed and collected from certain~~recorded a loan receivable of ~~our customers approximately $9.7 million and $10.7 million, respectively, in advance of the terminaling~~

~~Table of Contents~~

~~TransMontaigne Partners LLC and Subsidiaries~~

~~Notes to consolidated financial statements (unaudited) (continued)~~

~~services being provided. Of this amount, approximately $8.4 million and $9.6 million, respectively, is related to terminaling services agreements accounted for as operating leases under ASC 842 and~~ approximately $1.3 million, and $1.1 million, respectively, is considered contract liabilities under ASC 606. Revenue recognized during the six months ended June 30, 2021 and 2020 from amounts included in contract liabilities at the beginningrepresenting our proportionate share of the ~~period was approximately $1.0 million and $0.9 million, respectively.~~outstanding borrowings.

Long-term customer receivables.

~~Accrued environmental obligations.~~ At June 30, 2021 and December 31, 2020, we have accrued environmental obligations of approximately $2.2 million and $1.0 million, respectively, representing our best estimate of our remediation obligations. During the six months ended June 30, 2021, we made payments of approximately $0.2 million towards our environmental remediation obligations. During the six months ended June 30, 2021, we increased our estimate of our future environmental remediation costs by approximately $1.4 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 were as follows (in thousands):~~

June 30,

December 31,

2021

2020

Advance payments received under long-term terminaling services agreements

$
2,078

$
2,569

Deferred revenue

1,890

2,251

$
3,968

$
4,820

~~Advance payments received~~Long-term customer receivables include amounts due 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~~annual throughput commitments. Interim billings are billed to our customers based on actual throughput volumes, whereas revenue is recognized for the ~~advance~~ minimum ~~payments as revenue under ASC 842~~annual throughput commitment on a straight-line basis over the ~~term~~terms of the respective agreements. At June 30, 2021 and December 31, 2020, we have received advance minimum payments in excess of revenue recognized under these long-term terminaling services agreements resulting in a liability of approximately $2.1 million and $2.6 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 June 30, 2021 and December 31, 2020, we have unamortized deferred revenue for completed projects of approximately $1.9 million and $2.3 million, respectively. During the six months ended June 30, 2021, we billed customers ~~$nil~~ ~~for completed projects and recognized revenue for completed projects on a straight-line basis of approximately $0.4 million. At both June 30, 2021 and December 31, 2020,~~ $nil of the deferred revenue balance is considered contract liabilities under ASC 606. Revenue recognized during both the six months ended June 30, 2021 and 2020, from amounts included in contract liabilities under ASC 606 at the beginning of the period, was approximately $nil.

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TransMontaigne Partners LLC and Subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

(10) ACCRUED LIABILITIES

Accrued liabilities were as follows (in thousands):


	June 30,		December 31,
	2022		2021
Interest payable	$	11,769	$	8,605
Customer advances and deposits		10,897		10,572
Accrued compensation expense		10,109		12,497
Accrued property taxes		4,936		2,346
Accrued environmental obligations		1,419		1,812
Accrued expenses and other		2,145		1,919
	$	41,275	$	37,751

Customer advances and deposits. Customer advances and deposits represents payments received for terminaling services in advance of the terminaling services being provided.

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

Accrued environmental obligations. At June 30, 2022 and December 31, 2021, we have accrued environmental obligations of approximately $1.4 million and $1.8 million, respectively, representing our best estimate of our remediation obligations. During the six months ended June 30, 2022, we made payments of approximately $0.7 million towards our environmental remediation obligations. During the six months ended June 30, 2022, we increased our estimate of our future environmental remediation costs by approximately $0.3 million. Changes in our estimates of our future environmental remediation obligations may occur as a result of the passage of time and the occurrence of future events.

(11) DEBT

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



	June 30,		December 31,		June 30,		December 31,
	2021		2020		2022		2021
Revolving credit facility due in 2022:
Short-term debt	$	346,400	$	—
Senior secured term loan outstanding					$	995,000	$	1,000,000
Revolving credit facility outstanding						25,000		—
6.125% senior notes due in 2026						299,900		299,900
Unamortized deferred debt issuance costs ⁽¹⁾						(24,498)		(25,960)
Total debt						1,295,402		1,273,940
Current portion of senior secured term loan						(10,000)		(10,000)
Long-term debt		—		350,400	$	1,285,402	$	1,263,940
6.125% senior notes due in 2026		299,900		299,900
Senior notes unamortized deferred debt issuance costs, net of accumulated amortization of $2,914 and $2,441, respectively		(5,168)		(5,641)
Debt	$	641,132	$	644,659

(1)

Deferred debt issuance costs are amortized using the effective interest method over the applicable term of the senior secured term loan and senior notes.

~~Our~~Credit agreement. On November 17, 2021, the Company and TransMontaigne Operating Company L.P., our wholly owned subsidiary, entered into the Credit Agreement (“Credit Agreement”) for a $1 billion senior secured term loan and a $150 million revolving credit facility, ~~provides for~~with a ~~maximum borrowing line~~letter of credit ~~equal to $850~~subfacility of $35 million. The ~~terms of our~~senior secured term loan will mature on November 17, 2028 and the revolving credit facility ~~include covenants that restrict~~will terminate (a) on November 14, 2025 in the event the 6.125% senior notes due in 2026 are not refinanced on or prior to such date or (b) in the event the senior

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TransMontaigne Partners LLC and Subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

notes have been refinanced on or prior to November 14, 2025, the earlier of (i) the new maturity date of the refinanced senior notes and (ii) November 17, 2026. Our obligations under the Credit Agreement are guaranteed by the Company, TransMontaigne Operating Company L.P. and all of its subsidiaries, and secured by a first priority security interest in favor of the lenders in substantially all of the Company’s, TransMontaigne Operating Company L.P.’s and all of its subsidiaries’ assets, including our ~~ability to make cash distributions, acquisitions and investments, including~~ investments in ~~joint ventures.~~ unconsolidated affiliates.

Proceeds from the $1 billion senior secured term loan were used as follows (in thousands):



Repayment of revolving credit facility	$	351,700
Payment for Pacific Northwest Contribution		256,300
Repayment of SeaPort Financing term loan		198,200
Distribution to TLP Finance Holdings, LLC for debt service		174,200
Deferred debt issuance costs		19,600
Proceeds from senior secured term loan	$	1,000,000

We may ~~make distributions~~elect to have loans under the Credit Agreement bear interest, at either an adjusted LIBOR rate (subject to a 0.50% floor) plus an applicable margin of ~~cash~~3.50% or an alternate base rate plus an applicable margin of 2.50% per annum. We are also required to pay (i) a letter of credit fee of 3.50% per annum on the aggregate face amount of all outstanding letters of credit, (ii) to the ~~extent~~issuing lender of ~~our “available cash” as defined in our LLC agreement. We may make acquisitions~~each letter of credit, a fronting fee of no less than 0.125% per annum on the outstanding amount of each such letter of credit and ~~investments that meet~~(iii) commitment fees of 0.50% per annum on the ~~definition~~daily unused amount 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 ourthe revolving credit facility, ~~are (i)~~in each case quarterly in arrears.

The Credit Agreement contains various covenants, including, but not limited to, limitations on the incurrence of indebtedness, permitted investments, liens on assets, making distributions, transactions with affiliates, mergers, consolidations, dispositions of assets and other provisions customary in similar types of agreements. The Credit Agreement requires compliance with (a) a ~~total leverage~~debt service coverage ratio ~~test (not~~of no less than 1.1 to ~~exceed 5.25~~1.0 and (b) if the aggregate outstanding amount of all revolving loans and drawn letters of credit exceeds an amount equal to ~~1.0), (ii)~~35% of the aggregate revolving commitments, a senior secured net leverage ratio ~~test (not~~of no greater than 6.75 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, and is therefore presented as a current liability in our consolidated balance sheets as of June 30, 2021. We expect to renew or extend our revolving credit facility prior to the maturity date.1.00. We were in compliance with all financial covenants as of and during the three and six months ended June 30, ~~2021~~2022 and the year ended December 31, ~~2020.~~ 2021.

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 six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, the weighted average interest rate on borrowings ~~under our revolving credit facility~~ was approximately ~~3.3%~~4.2% and ~~5.2%~~4.6%, respectively. At June 30, ~~2021~~2022 and December 31, ~~2020, our outstanding borrowings under our revolving credit facility were $346.4 million and $350.4 million, respectively. At both June 30,~~ 2021, ~~and December 31, 2020~~ our outstanding letters of credit were ~~$1.3 million.~~approximately $0.8 million and $1.7 million, respectively.

Senior notes.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 0 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.

~~Table of Contents~~

~~TransMontaigne Partners LLC and Subsidiaries~~

~~Notes to consolidated financial statements (unaudited) (continued)~~

(12) DEFERRED COMPENSATION EXPENSE

We have a savings and retention plan to compensate certain employees who provide services to the Company. The purpose of the savings and retention plan is to provide for the reward and retention of participants by providing them with awards that vest over future service periods. Awards under the plan with respect to individuals providing services to

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Notes to consolidated financial statements (unaudited) (continued)

the Company generally become vested as to 50% of a participant’s annual award as of the first day of the month that falls closest to the second anniversary of the grant date, and the remaining 50% as of the first day of the month that falls closest to the third anniversary of the grant date, subject to earlier vesting upon a participant’s attainment of the age and length of service thresholds, retirement, death or disability, involuntary termination without cause, or termination of a participant’s employment following a change in control of the Company as specified in the plan. 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. A person will satisfy the age and length of service thresholds of the plan upon the attainment of the earliest of (a) age sixty, (b) age fifty-five and ten years of service as an officer of the Company or any of its affiliates or predecessors, or (c) age fifty and twenty years of service as an employee of the Company or any of its affiliates or predecessors.

We ~~index the savings and retention plan awards to other forms of investments and~~ have the intent and ability to settle the savings and retention plan awards in cash, and accordingly, we account for the awards as accrued liabilities. For savings and retention plan awards to employees, approximately ~~$0.2 million and~~ $0.4 million is included in deferred compensation expense for both of the three months ended June 30, 2022 and 2021, respectively. For savings and ~~2020, respectively, and~~retention plan awards to employees, approximately ~~$1.0~~$1.4 million and ~~$1.3~~$1.2 million is included in deferred compensation expense for the six months ended June 30, 2022 and 2021, respectively.

On December 31, 2021, an indirect parent of the Company modified existing class B units in the indirect parent of the Company to the officers of TransMontaigne Management Company. For the three months ended June 30, 2022 and ~~2020, respectively.~~2021, we recognized approximately $0.4 million and $nil, respectively, of deferred compensation expense in our consolidated statements of operations, non-cash contribution from parent entities in our consolidated statements of equity and non-cash equity-based compensation in our consolidated statements of cash flows related to the portion of the class B units that vested on December 31, 2021. For the six months ended June 30, 2022 and 2021, we recognized approximately $0.8 million and $nil, respectively, of deferred compensation expense in our consolidated statements of operations, non-cash contribution from parent entities in our consolidated statements of equity and non-cash equity-based compensation in our consolidated statements of cash flows related to the portion of the class B units that vested on December 31, 2021.

(13) COMMITMENTS AND CONTINGENCIES

~~Lease~~Lessee operating lease commitments.We lease property including corporate offices, vehicles and land. We determine if an arrangement is a lease at inception and evaluate identified leases for operating or finance lease treatment at lease commencement. Operating or finance lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Our leases have remaining lease terms of less than one year to 5049 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.

Operating right-of-use assets and operating lease liabilities are recognized based on the present value of the lease payments over the lease term at commencement date. The additions to right-of-use assets obtained from new operating lease liabilities during the three and six months ended June 30, ~~2021~~2022 of approximately ~~$15.7~~$3.2 million and $5.2 million, respectively, are treated as non-cash transactions that do not impact the consolidated statements of cash flows. 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 determined our incremental borrowing rate using the borrowing rate of our ~~revolving credit facility.~~debt agreements. The terms of our corporate offices, vehicles and land leases are in line with ~~our revolving credit facility,~~the Credit Agreement, our primary finance mechanism. We have certain land and vehicle lease agreements with lease and non-lease components, which are accounted for separately. Non-lease components include payments for taxes and other operating and maintenance expenses incurred by the lessor but payable by us in connection with the leasing arrangement. During the three and six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, 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.

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Notes to consolidated financial statements (unaudited) (continued)

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


	Three months ended				Six months ended				Three months ended				Six months ended
	June 30,				June 30,				June 30,				June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Operating leases	$	1,269	$	1,165	$	2,449	$	2,347	$	1,393	$	1,269	$	2,789	$	2,449
Variable lease costs (including insignificant short-term leases)		230		215		464		426		291		230		612		464
Sublease income as primary obligor		(250)		(249)		(499)		(495)		(270)		(250)		(533)		(499)
Total lease costs	$	1,249	$	1,131	$	2,414	$	2,278	$	1,414	$	1,249	$	2,868	$	2,414

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


	Three months ended				Six months ended				Three months ended				Six months ended
	June 30,				June 30,				June 30,				June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Cash outflows for operating leases	$	1,178	$	1,078	$	2,406	$	2,287	$	1,138	$	1,178	$	2,569	$	2,406
Weighted average remaining lease term (years)		28.96		18.57		28.96		18.57		27.88		28.96		27.88		28.96
Weighted average discount rate		4.5%		5.2%		4.5%		5.2%		4.5%		4.5%		4.5%		4.5%

Undiscounted cash flows owed by the Company to lessors pursuant to contractual agreements in effect as of June 30, ~~2021~~2022 and related imputed interest was as follows (in thousands):


Years ending December 31:
2021 (remainder of the year)	$	2,713
2022		5,283
2022 (remainder of the year)			$	2,818
2023		4,683		5,482
2024		4,227		5,279
2025		3,805		4,840
2026				3,539
Thereafter		67,754		73,139
Total lease payments		88,465		95,097
Less imputed interest		(38,498)		(40,951)
Present value of operating lease liabilities	$	49,967	$	54,146

Contract commitments. At June 30, ~~2021,~~2022, we have contractual commitments of approximately ~~$24.5~~$22.0 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 primarily be paid within a year.

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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Notes to consolidated financial statements (unaudited) (continued)

(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. There were no0 transfers into or out of Levels 1, 2, and 3 during the three and six months ended June 30, ~~2021~~2022 and ~~2020.~~2021. The following methods and assumptions were used to estimate the fair value of financial instruments at June 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

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.

Debt. The estimated fair value of our $995 million senior secured term loan at June 30, 2022 was approximately $939 million based on observable market trades. The estimated fair value of our $299.9 million publicly traded senior notes at June 30, 2022 was approximately $265 million based on observable market trades. 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 $299.9 million publicly traded senior notes at June 30, 2021 was approximately $306.6 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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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				Six months ended				Three months ended				Six months ended
	June 30,				June 30,				June 30,				June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Terminaling services fees:
Firm commitments (ASC 842 revenue)	$	44,785	$	49,560	$	91,794	$	96,371	$	45,320	$	45,818	$	90,767	$	93,516
Firm commitments (ASC 606 revenue)		5,136		3,801		9,530		7,508		9,410		9,207		18,232		18,005
Total firm commitments revenue		49,921		53,361		101,324		103,879		54,730		55,025		108,999		111,521
Ancillary revenue (ASC 606 revenue)		10,645		8,514		21,647		20,343		16,010		12,650		32,831		24,837
Ancillary revenue (ASC 842 revenue)		283		586		875		1,583		304		430		861		1,131
Total ancillary revenue		10,928		9,100		22,522		21,926		16,314		13,080		33,692		25,968
Total terminaling services fees		60,849		62,461		123,846		125,805		71,044		68,105		142,691		137,489
Pipeline transportation fees (ASC 842 revenue)		242		872		638		1,744
Product sales (ASC 606 revenue)										108,195		68,651		179,874		98,089
Management fees (ASC 606 revenue)		4,531		4,422		9,749		8,749		2,934		2,656		6,007		5,663
Management fees (ASC 842 revenue)		338		303		659		601		362		338		693		659
Total management fees		4,869		4,725		10,408		9,350		3,296		2,994		6,700		6,322
Pipeline transportation fees (ASC 842 revenue)										—		242		—		638
Total revenue	$	65,960	$	68,058	$	134,892	$	136,899	$	182,535	$	139,992	$	329,265	$	242,538

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		Central			Gulf Coast		Midwest		Brownsville		River		Southeast		West Coast		Central
	Terminals		Terminals			Terminals		Terminals		Terminals		Terminals		Services		Total	Terminals		Terminals		Terminals		Terminals		Terminals		Terminals		Services		Total
2021 (remainder of the year)	$	2,400	$	277	$	1,089	$	572	$	3,506	$	2,294	$	—	$	10,138
2022		1,718		456		2,178		1,063		2,157		1,600		—		9,172
2022 (remainder of the year)																	$	2,466	$	334	$	1,428	$	585	$	1,744	$	7,096	$	—	$	13,653
2023		235		32		2,178		531		—		—		—		2,976		1,789		303		2,233		542		825		5,552		—		11,244
2024		—		—		2,178		—		—		—		—		2,178		—		22		2,219		—		—		173		—		2,414
2025		—		—		2,178		—		—		—		—		2,178		—		—		2,219		—		—		—		—		2,219
2026																		—		—		542		—		—		—		—		542
Thereafter		—		—		520		—		—		—		—		520		—		—		—		—		—		—		—		—
Total estimated future ASC 606 revenue	$	4,353	$	765	$	10,321	$	2,166	$	5,663	$	3,894	$	—	$	27,162	$	4,255	$	659	$	8,641	$	1,127	$	2,569	$	12,821	$	—	$	30,072

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 June 30, ~~2021~~2022 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.

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Notes to consolidated financial statements (unaudited) (continued)

Estimated future ASC 606 revenue in the table above excludes revenue arrangements accounted for in accordance with ASC 842. 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 842 revenue in the specified period (in thousands):


Years ending December 31:
2021 (remainder of the year)	$	87,867
2022		142,912
2022 (remainder of the year)			$	88,281
2023		120,668		151,631
2024		72,868		105,113
2025		54,270		77,179
2026				57,253
Thereafter		493,579		463,416
Total estimated future ASC 842 revenue	$	972,164	$	942,873

BALANCE SHEET DISCLOSURES

Contract assets. Our contract assets include trade accounts receivable and long-term customer receivables. We have long-term terminaling services agreements with certain of our customers that provide for minimum annual throughput commitments that are billed to the customers based on actual throughput volume whereas revenue is recognized under ASC 606 and ASC 842 on a straight-line basis over the terms of the respective agreements. The difference between the amount billed and revenue recognized is a contract asset. This asset is presented as other assets, net in our consolidated balance sheets (See Note 9 of Notes to consolidated financial statements).

The following tables present our contract assets resulting from contracts with customers (in thousands):


	Contracts under
	ASC 606		ASC 842			Total
Trade accounts receivable at December 31, 2021	$	12,792	$	7,236	$	20,028
Trade accounts receivable at June 30, 2022	$	23,724	$	9,217	$	32,941


	Contracts under
	ASC 606		ASC 842			Total
Long-term customer receivables at December 31, 2021	$	—	$	536	$	536
Long-term customer receivables at June 30, 2022	$	—	$	40	$	40

Revenue recognized during the six months ended June 30, 2022, from amounts included in long-term customer receivables at December 31, 2021, was $nil for contracts under ASC 606 and approximately $0.5 million for contracts under ASC 842.

Contract liabilities. Our contract liabilities include deferred revenue and customer advances and deposits. 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 on a straight-line basis over the term of the respective agreements. In addition, pursuant to certain 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. Collectively, the differences between amounts billed and revenue recognized under ASC 606 and ASC 842 are recorded as contract liabilities. These liabilities are presented as deferred revenue in our consolidated balance sheets. We record customer advances and deposits when payments are received from customers in advance of the terminaling services being provided, resulting in a contract liability accounted for under ASC 606 and ASC 842. This liability is presented as accrued liabilities in our consolidated balance sheets (See Note 10 of Notes to consolidated financial statements).

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Notes to consolidated financial statements (unaudited) (continued)

The following table presents our contract liabilities resulting from contracts with customers (in thousands):


	Contracts under
	ASC 606		ASC 842		Total
Contract liabilities at December 31, 2021	$	1,301	$	12,605	$	13,906
Contract liabilities at June 30, 2022	$	1,722	$	11,176	$	12,898

Revenue recognized during the six months ended June 30, 2022, from amounts included in contract liabilities at December 31, 2021, was approximately $1.3 million for contracts under ASC 606 and approximately $10.7 million for contracts under ASC 842.

(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, renewable products, crude oil, chemicals, fertilizers and other liquid products. In addition, we sell refined and renewable products to major fuel producers and marketers in the Pacific Northwest at our terminal operations in Tacoma and Seattle, Washington. 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 cost of product sales and 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 including management of the Frontera joint venture, (iv) River terminals, (v) Southeast terminals, (vi) West Coast terminals and (vii) Central services. Our Central services segment primarily represents the costs of employees performing operating oversight functions, engineering, health, safety and environmental services to our terminals and terminals that we operate or manage, including for affiliate terminals owned by ArcLight. In addition, Central services represent the cost of employees at affiliate terminals owned by ArcLight that we operate. We receive a fee from these affiliates based on our costs incurred.

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Notes to consolidated financial statements (unaudited) (continued)

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

Three months ended

Six months ended

June 30,

June 30,


2021

2020

2021

2020
Gulf Coast Terminals:

Terminaling services fees

$
19,291

$
18,877

$
38,449

$
39,530
Management fees

11

7

25

12
Revenue

19,302

18,884

38,474

39,542
Operating costs and expenses

(5,424)

(5,049)

(11,062)

(11,172)
Net margins

13,878

13,835

27,412

28,370
Midwest Terminals:

Terminaling services fees

2,562

2,033

5,569

3,476
Pipeline transportation fees

—

472

—

944
Revenue

2,562

2,505

5,569

4,420
Operating costs and expenses

(605)

(761)

(1,269)

(1,276)
Net margins

1,957

1,744

4,300

3,144
Brownsville Terminals:

Terminaling services fees

4,382

3,657

8,292

7,664
Pipeline transportation fees

242

400

638

800
Management fees

1,283

1,269

2,594

2,769
Revenue

5,907

5,326

11,524

11,233
Operating costs and expenses

(2,130)

(2,454)

(4,591)

(5,137)
Net margins

3,777

2,872

6,933

6,096
River Terminals:

Terminaling services fees

3,489

2,639

6,915

5,333
Revenue

3,489

2,639

6,915

5,333
Operating costs and expenses

(1,598)

(1,415)

(3,233)

(2,659)
Net margins

1,891

1,224

3,682

2,674
Southeast Terminals:

Terminaling services fees

18,410

21,629

38,250

43,139
Management fees

271

292

532

532
Revenue

18,681

21,921

38,782

43,671
Operating costs and expenses

(5,706)

(5,329)

(11,832)

(10,902)
Net margins

12,975

16,592

26,950

32,769
West Coast Terminals:

Terminaling services fees

12,715

13,626

26,371

26,663
Management fees

10

9

20

18
Revenue

12,725

13,635

26,391

26,681
Operating costs and expenses

(4,799)

(4,954)

(10,171)

(9,998)
Net margins

7,926

8,681

16,220

16,683
Central Services:

Management fees

3,294

3,148

7,237

6,019
Revenue

3,294

3,148

7,237

6,019
Operating costs and expenses

(5,393)

(5,393)

(11,500)

(10,848)
Net margins

(2,099)

(2,245)

(4,263)

(4,829)
Total net margins

40,305

42,703

81,234

84,907
General and administrative expenses

(5,198)

(5,250)

(10,377)

(11,567)
Insurance expenses

(1,390)

(1,280)

(2,718)

(2,488)
Deferred compensation expense

(224)

(354)

(988)

(1,265)
Depreciation and amortization

(14,946)

(14,242)

(29,710)

(27,883)
Earnings from unconsolidated affiliates

2,163

1,850

4,355

4,003
Operating income

20,710

23,427

41,796

45,707
Other expenses

(8,172)

(7,831)

(16,187)

(17,688)
Net earnings

$
12,538

$
15,596

$
25,609

$
28,019


	Three months ended				Six months ended
	June 30,				June 30,
	2022		2021		2022		2021
Gulf Coast Terminals:
Terminaling services fees	$	20,697	$	19,291	$	42,322	$	38,449
Management fees		16		11		30		25
Revenue		20,713		19,302		42,352		38,474
Operating costs and expenses		(5,003)		(5,424)		(10,966)		(11,062)
Net margins		15,710		13,878		31,386		27,412
Midwest Terminals:
Terminaling services fees		2,517		2,562		5,046		5,569
Revenue		2,517		2,562		5,046		5,569
Operating costs and expenses		(449)		(605)		(918)		(1,269)
Net margins		2,068		1,957		4,128		4,300
Brownsville Terminals:
Terminaling services fees		4,810		4,382		9,759		8,292
Management fees		1,456		1,283		2,987		2,594
Pipeline transportation fees		—		242		—		638
Revenue		6,266		5,907		12,746		11,524
Operating costs and expenses		(2,376)		(2,130)		(4,999)		(4,591)
Net margins		3,890		3,777		7,747		6,933
River Terminals:
Terminaling services fees		3,724		3,489		7,288		6,915
Revenue		3,724		3,489		7,288		6,915
Operating costs and expenses		(1,564)		(1,598)		(3,220)		(3,233)
Net margins		2,160		1,891		4,068		3,682
Southeast Terminals:
Terminaling services fees		17,221		18,410		34,662		38,250
Management fees		255		271		508		532
Revenue		17,476		18,681		35,170		38,782
Operating costs and expenses		(6,202)		(5,706)		(12,856)		(11,832)
Net margins		11,274		12,975		22,314		26,950
West Coast Terminals:
Product sales		108,195		68,651		179,874		98,089
Terminaling services fees		22,075		19,971		43,614		40,014
Management fees		11		10		21		20
Revenue		130,281		88,632		223,509		138,123
Cost of product sales		(103,709)		(65,380)		(173,162)		(91,996)
Operating costs and expenses		(8,658)		(7,989)		(17,649)		(16,602)
Costs and expenses		(112,367)		(73,369)		(190,811)		(108,598)
Net margins		17,914		15,263		32,698		29,525
Central Services:
Management fees		1,558		1,419		3,154		3,151
Revenue		1,558		1,419		3,154		3,151
Operating costs and expenses		(3,942)		(3,530)		(8,388)		(7,428)
Net margins		(2,384)		(2,111)		(5,234)		(4,277)
Total net margins		50,632		47,630		97,107		94,525
General and administrative		(7,708)		(5,609)		(15,463)		(11,150)
Insurance		(1,703)		(1,574)		(3,255)		(3,093)
Deferred compensation		(776)		(356)		(2,220)		(1,217)
Depreciation and amortization		(17,629)		(17,138)		(35,129)		(34,083)
Earnings from unconsolidated affiliates		3,629		4,427		6,857		8,044
Operating income		26,445		27,380		47,897		53,026
Other expenses (interest and deferred debt issuance cost amortization)		(15,386)		(11,349)		(30,967)		(22,399)
Net earnings	$	11,059	$	16,031	$	16,930	$	30,627

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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 June 30, 2021

Gulf Coast

Midwest

Brownsville

River

Southeast

West Coast

Central

Terminals

Terminals

Terminals

Terminals

Terminals

Terminals

Services

Total

Revenue:

External customers

$
17,094

$
2,562

$
3,993

$
3,489

$
18,681

$
12,725

$
—

$
58,544

Affiliate customers

2,208

—

1,914

—

—

—

3,294

7,416

Revenue

$
19,302

$
2,562

$
5,907

$
3,489

$
18,681

$
12,725

$
3,294

$
65,960

Capital expenditures

$
726

$
27

$
1,998

$
1,060

$
2,436

$
1,630

$
10

$
7,887

Identifiable assets

$
134,664

$
17,344

$
111,687

$
51,112

$
248,090

$
267,216

$
12,413

$
842,526

Cash and cash equivalents

242

Investments in unconsolidated affiliates

225,816

Revolving credit facility unamortized deferred debt issuance costs, net

1,269

Other

5,271

Total assets

$
1,075,124


	Three months ended June 30, 2020																	Three months ended June 30, 2022

	Gulf Coast		Midwest		Brownsville		River		Southeast		West Coast		Central					Gulf Coast		Midwest		Brownsville		River		Southeast		West Coast		Central
	Terminals		Terminals		Terminals		Terminals		Terminals		Terminals		Services		Total			Terminals		Terminals		Terminals		Terminals		Terminals		Terminals		Services		Total
Revenue:
External customers	$	16,783	$	2,505	$	3,411	$	2,639	$	21,921	$	13,635	$	—	$	60,894
Affiliate customers		2,101		—		1,915		—		—		—		3,148		7,164
Terminal revenue																		$	20,713	$	2,517	$	6,266	$	3,724	$	17,476	$	22,086	$	1,558	$	74,340
Product sales																			—		—		—		—		—		108,195		—		108,195
Revenue	$	18,884	$	2,505	$	5,326	$	2,639	$	21,921	$	13,635	$	3,148	$	68,058		$	20,713	$	2,517	$	6,266	$	3,724	$	17,476	$	130,281	$	1,558	$	182,535
Capital expenditures	$	2,641	$	238	$	5,454	$	1,304	$	3,384	$	1,662	$	193	$	14,876		$	2,399	$	119	$	1,235	$	128	$	3,078	$	5,409	$	227	$	12,595
Identifiable assets																		$	137,167	$	16,443	$	113,772	$	47,609	$	239,096	$	444,020	$	11,781	$	1,009,888
Cash and cash equivalents																	Cash and cash equivalents																11,197
Investments in unconsolidated affiliates																	Investments in unconsolidated affiliates																330,314
Other																																	32,504
Total assets																																$	1,383,903


	Six months ended June 30, 2021																Three months ended June 30, 2021

	Gulf Coast		Midwest		Brownsville		River		Southeast		West Coast		Central				Gulf Coast		Midwest		Brownsville		River		Southeast		West Coast		Central
	Terminals		Terminals		Terminals		Terminals		Terminals		Terminals		Services		Total		Terminals		Terminals		Terminals		Terminals		Terminals		Terminals		Services		Total
Revenue:
External customers	$	34,091	$	5,569	$	7,673	$	6,915	$	38,782	$	26,391	$	—	$	119,421
Affiliate customers		4,383		—		3,851		—		—		—		7,237		15,471
Terminal revenue																	$	19,302	$	2,562	$	5,907	$	3,489	$	18,681	$	19,981	$	1,419	$	71,341
Product sales																		—		—		—		—		—		68,651		—		68,651
Revenue	$	38,474	$	5,569	$	11,524	$	6,915	$	38,782	$	26,391	$	7,237	$	134,892	$	19,302	$	2,562	$	5,907	$	3,489	$	18,681	$	88,632	$	1,419	$	139,992
Capital expenditures	$	2,422	$	52	$	6,099	$	3,833	$	5,189	$	3,926	$	72	$	21,593	$	726	$	27	$	1,998	$	1,060	$	2,436	$	3,418	$	10	$	9,675


	Six months ended June 30, 2020																Six months ended June 30, 2022

	Gulf Coast		Midwest		Brownsville		River		Southeast		West Coast		Central				Gulf Coast		Midwest		Brownsville		River		Southeast		West Coast		Central
	Terminals		Terminals		Terminals		Terminals		Terminals		Terminals		Services		Total		Terminals		Terminals		Terminals		Terminals		Terminals		Terminals		Services		Total
Revenue:
External customers	$	35,310	$	4,420	$	7,148	$	5,333	$	43,671	$	26,681	$	—	$	122,563
Affiliate customers		4,232		—		4,085		—		—		—		6,019		14,336
Terminal revenue																	$	42,352	$	5,046	$	12,746	$	7,288	$	35,170	$	43,635	$	3,154	$	149,391
Product sales																		—		—		—		—		—		179,874		—		179,874
Revenue	$	39,542	$	4,420	$	11,233	$	5,333	$	43,671	$	26,681	$	6,019	$	136,899	$	42,352	$	5,046	$	12,746	$	7,288	$	35,170	$	223,509	$	3,154	$	329,265
Capital expenditures	$	3,960	$	357	$	10,486	$	2,012	$	7,007	$	4,059	$	884	$	28,765	$	6,918	$	457	$	1,871	$	292	$	4,773	$	11,836	$	245	$	26,392


	Six months ended June 30, 2021

	Gulf Coast		Midwest		Brownsville		River		Southeast		West Coast		Central
	Terminals		Terminals		Terminals		Terminals		Terminals		Terminals		Services		Total
Revenue:
Terminal revenue	$	38,474	$	5,569	$	11,524	$	6,915	$	38,782	$	40,034	$	3,151	$	144,449
Product sales		—		—		—		—		—		98,089		—		98,089
Revenue	$	38,474	$	5,569	$	11,524	$	6,915	$	38,782	$	138,123	$	3,151	$	242,538
Capital expenditures	$	2,422	$	52	$	6,099	$	3,833	$	5,189	$	6,629	$	72	$	24,296

(17) SUBSEQUENT EVENT

~~No subsequent transactions~~On July 27, 2022, the Company and TransMontaigne Operating Company L.P., our wholly owned subsidiary, entered into interest rate swap agreements with an aggregate notional amount of $500 million effective August 18, 2022 through August 18, 2025. Pursuant to the terms of the interest rate swap agreements, we will pay a blended fixed rate of approximately 2.87% and receive interest payments based on the one-month LIBOR through July 17, 2023. Thereafter, we will receive interest payments based on the one-month CME Term SOFR. The net difference to be paid or ~~events warranted recognition or disclosure in~~received under the ~~accompanying financials or notes thereto.~~interest rate swap agreements will be settled monthly and recognized as an adjustment to interest expense.

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

~~RECENT DEVELOPMENTS~~

~~COVID-19.~~We have taken proactive measures to deliver our services safely and reliably during the COVID-19 pandemic. At the outset of the pandemic, we activated an Incident Support Team to execute our Infectious Disease Control Policy, and to focus on a number of priorities, including: (i) implement basic infection prevention techniques and other workplace protections in our business operations; (ii) identify and isolate individuals suspected of being infected by COVID-19; (iii) identify risk factors in our workforce that may increase the possibility of exposure to COVID-19; and (iv) develop a contingency plan for the possibility that a serious outbreak does occur in the area of any of our terminals. We are following recommendations from public health authorities and have taken steps to help prevent our employees’ exposure to the spread of COVID-19, including, where practical, work-at-home plans enacted in March 2020 and the implementation of business continuity plans to enable the integrity of our operations and protect the health of our employees.

To date, our operations, employees, and financial position have not been materially impacted by the COVID-19 pandemic. We have provided our customers continued access and utilization of our strategic terminal network. We continue to employ all safety processes and procedures in the normal course. In addition, we provide an essential service across our markets, which has been recognized in most relevant regulatory guidance regarding COVID-19. Further, approximately 82% of our current terminaling services revenue is derived from firm commitments pursuant to our multi-year agreements that require our customers to make minimum payments based on minimum volumes of throughput of the customer’s product or the volume of storage capacity available to the customer under the agreement, and the majority of our terminaling services agreements have a remaining term in excess of one year. To date, we have not experienced any material instance of our customers failing to meet their contractual commitments to us as a result of these recent developments. The nature of our revenues and agreements therefore remains somewhat insulated from any potential increases or decreases to demand and pricing for crude oil, refined petroleum products, renewable products, and other products that we handle, including as a result of public and governmental responses with respect to travel and economic activity in light of COVD-19.

There continue to be too many variables and uncertainties regarding COVID-19 — including the continued global spread of the virus, new variants, the duration and severity of the outbreak and the extent of current and future travel and business restrictions or business closures, and medical advancements in treating and vaccinating against the disease — to reasonably predict the potential longer-term impact of COVID-19 on our business and operations. We continue to monitor the situation, have actively implemented policies and practices to address the situation and actively protect our employees, and may adjust our current policies and practices as more information and guidance become available.

~~Expansion of Assets~~

~~Expansion of our Brownsville operations~~. Our Brownsville expansion project, which is underpinned by new long-term agreements, includes the construction of approximately 805,000 barrels of additional liquids storage capacity, the construction of gasoline railcar loading capabilities and the conversion of our Diamondback pipeline to transport diesel and gasoline across the U.S./Mexico border. The Diamondback pipeline is comprised of an 8” pipeline that previously transported propane, as well as a 6” pipeline, which runs parallel to the 8” pipeline, that has been idle and both can be used to transport refined products to Matamoros, Mexico. The majority of the additional liquids storage capacity was placed into commercial service during the first three quarters of 2019 with a remaining 175,000 barrels of capacity completed in the first quarter of 2021. The construction of the gasoline railcar loading capabilities was completed in the first quarter 2021. We expect to recommission the Diamondback pipeline and resume operations on both the 8” pipeline and the previously idle 6” when our customer obtains all the necessary approvals from the Mexican government. The anticipated aggregate cost of these expansion efforts is estimated to be approximately $75 million.

~~Table of Contents~~

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 and six months ended June 30, ~~2021.~~2022. Certain of these accounting policies require the use of estimates. ~~The following estimates, in~~In management’s opinion, the estimate of useful lives of our plant and equipment are subjective in nature, require the exercise of judgment and involve complex ~~analyses: useful lives of our plant and equipment and accrued environmental obligations.~~analyses. 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.

RESULTS OF OPERATIONS—THREE MONTHS ENDED JUNE 30, ~~2021~~2022 AND ~~2020~~2021

The Pacific Northwest Contribution has been recorded at carryover basis as a reorganization of entities under common control. As such, prior periods set forth herein and under Item 1. “Unaudited Consolidated Financial Statements” of this Quarterly Report, include the assets, liabilities, and results of operations of the Pacific Northwest Contribution for all periods presented.

We operate our business and report our results of operations in seven principal business segments: (i) Gulf Coast terminals, (ii) Midwest terminals, (iii) Brownsville terminals including management of ~~the~~ Frontera, ~~joint venture,~~ (iv) River terminals, (v) Southeast terminals, (vi) West Coast terminals and (vii) Central services. Our Central services segment primarily represents the costs of employees performing operating oversight functions, engineering, health, safety and environmental services to our terminals and terminals that we ~~operate or manage, including for affiliate terminals owned by ArcLight.~~operate. In addition, Central services represent the cost of employees at standalone affiliate terminals ~~owned by ArcLight~~ that we ~~operate.~~operate or manage. We receive a fee from these affiliates based on our costs incurred.

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~~Terminal revenue. We derive terminal revenue from our terminal and pipeline transportation operations by charging fees for providing integrated terminaling, transportation and related services. ~~Our total~~

The terminal revenue by category was as follows (in thousands):

~~Total~~Terminal Revenue by Category


	Three months ended June 30,				Three months ended June 30,
	2021		2020		2022		2021
Terminaling services fees	$	60,849	$	62,461	$	71,044	$	68,105
Management fees						3,296		2,994
Pipeline transportation fees		242		872		—		242
Management fees		4,869		4,725
Revenue	$	65,960	$	68,058
Terminal revenue					$	74,340	$	71,341

~~See discussion below for~~Product sales, gross margin. Our product sales revenue refers to the sale of refined and renewable products at our terminal operations in Tacoma and Seattle, Washington. Product sales revenue pricing is contractually specified and is recognized at a ~~detailed analysis~~point in time when our customers take control and legal title of ~~terminaling services fees, pipeline~~the commodities purchased. Product sales revenue is recorded gross of cost of product sales, which includes product supply and transportation ~~fees and management fees included in the table above.~~costs.

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The ~~aggregate revenue of each of our business segments~~product sales, gross margin was as follows (in thousands):


	Three months ended June 30,
	2022		2021
Product sales	$	108,195	$	68,651
Cost of product sales		(103,709)		(65,380)
Product sales, gross margin	$	4,486	$	3,271

~~Total Revenue by Business Segment~~

Three months ended June 30,

2021

2020
Gulf Coast terminals

$
19,302

$
18,884
Midwest terminals

2,562

2,505
Brownsville terminals

5,907

5,326
River terminals

3,489

2,639
Southeast terminals

18,681

21,921
West Coast terminals

12,725

13,635
Central services

3,294

3,148
Revenue

$
65,960

$
68,058

The increase in product sales and cost of product sales for the three months ended June 30, 2022, is a result of increased product prices and volumes in 2022.

~~Total~~The terminal 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 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 June 30,

2021

2020
Gulf Coast terminals

$
19,291

$
18,877
Midwest terminals

2,562

2,033
Brownsville terminals

4,382

3,657
River terminals

3,489

2,639
Southeast terminals

18,410

21,629
West Coast terminals

12,715

13,626
Central services

—

—
Terminaling services fees

$
60,849

$
62,461

~~Table of Contents~~

~~currently in the process of identifying potential parties to re-contract the remaining available capacity at our Collins/Purvis, Mississippi terminal.~~

~~Included in terminaling services fees for both the three months ended June 30, 2021 and 2020, are fees charged to affiliates of approximately $2.8 million.~~

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

~~Firm Commitments and Ancillary Revenue~~

Three months ended June 30,

2021

2020

Firm commitments

$
49,921

$
53,361

Ancillary

10,928

9,100

Terminaling services fees

$
60,849

$
62,461

~~The remaining terms on the terminaling services agreements that generated “firm commitments” for the three months ended June 30, 2021 are as follows (in thousands):~~

Less than 1 year remaining

$
13,520

27%
1 year or more, but less than 3 years remaining

21,581

43%
3 years or more, but less than 5 years remaining

3,486

7%
5 years or more remaining⁽¹⁾

11,334

23%
Total firm commitments for the three months ended June 30, 2021

$
49,921

~~_____________________________~~

~~(1)~~

We have a terminaling services agreement with a third party relating to our Southeast terminals that will 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 category in the table above.

~~Table of Contents~~

~~The pipeline transportation fees by business segments were as follows (in thousands):~~

~~Pipeline Transportation Fees by Business Segment~~

Three months ended June 30,

2021

2020

Gulf Coast terminals

$
—

$
—

Midwest terminals

—

472

Brownsville terminals

242

400

River terminals

—

—

Southeast terminals

—

—

West Coast terminals

—

—

Central services

—

—

Pipeline transportation fees

$
242

$
872

~~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 lease land under operating leases as the lessor or sublessor with third parties and affiliates. 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 manage and operate terminals that are owned by affiliates of ArcLight, including for SeaPort Midstream Partners, LLC in Seattle, Washington and Portland, Oregon and another terminal for SeaPort Sound Terminal LLC (“SeaPort Sound”) in Tacoma, Washington and receive a management fee based on our costs incurred. We also manage additional terminal facilities that are owned by affiliates of ArcLight, including Lucknow-Highspire Terminals, LLC, which operates terminals throughout Pennsylvania encompassing approximately 9.9 million barrels of storage capacity and receive a management fee based on our costs incurred.

~~The management fees by business segments were as follows (in thousands):~~

~~Management Fees by Business Segment~~

Three months ended June 30,

2021

2020
Gulf Coast terminals

$
11

$
7
Midwest terminals

—

—
Brownsville terminals

1,283

1,269
River terminals

—

—
Southeast terminals

271

292
West Coast terminals

10

9
Central services

3,294

3,148
Management fees

$
4,869

$
4,725

~~Included in management fees for the three months ended June 30, 2021 and 2020, are fees charged to affiliates of approximately $4.6 million and $4.4 million, respectively.~~

~~ANALYSIS OF COSTS AND EXPENSES~~

The operating costs and expenses of our operations include wages and employee benefits, utilities, communications, repairs and maintenance, rent, property taxes, vehicle expenses, environmental compliance costs, materials and supplies needed to operate our terminals and pipelines. 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.

~~Table of Contents~~

~~The operating costs and expenses of our operations were as follows (in thousands):~~

~~Operating Costs and Expenses~~

Three months ended June 30,

2021

2020

Wages and employee benefits

$
12,482

$
12,045

Utilities and communication charges

2,187

2,243

Repairs and maintenance

3,523

3,642

Office, rentals and property taxes

3,830

3,606

Vehicles and fuel costs

263

245

Environmental compliance costs

1,325

845

Other

2,045

2,729

Operating costs and expenses

$
25,655

$
25,355

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

~~Operating Costs and Expenses by Business Segment~~

Three months ended June 30,

2021

2020

Gulf Coast terminals

$
5,424

$
5,049

Midwest terminals

605

761

Brownsville terminals

2,130

2,454

River terminals

1,598

1,415

Southeast terminals

5,706

5,329

West Coast terminals

4,799

4,954

Central services

5,393

5,393

Operating costs and expenses

$
25,655

$
25,355

General and administrative expenses cover the costs of 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 third party accounting costs associated with annual and quarterly reports and tax return preparation and distribution, and legal fees. The general and administrative expenses were approximately $5.2 ~~million and $5.3 million for the three months ended June 30, 2021 and 2020, respectively.~~

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 June 30, 2021 and 2020, the expense associated with insurance was approximately $1.4 million and $1.3 million, respectively.

Deferred compensation expense includes expense associated with awards granted to certain employees who provide service to us that vest over future service periods. The expense associated with these deferred compensation awards was approximately $0.2 million and $0.4 million for the three months ended June 30, 2021 and 2020, respectively.

For the three months ended June 30, 2021 and 2020, depreciation and amortization expense was approximately $14.9 million and $14.2 million, respectively. The increase in depreciation and amortization expense for the three months ended June 30, 2021 is attributable to placing expansion projects in service throughout the past year.

~~For the three months ended June 30, 2021 and 2020, interest expense was approximately $7.5 million and $7.2 million, respectively.~~

~~Table of Contents~~

~~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 was as follows (in thousands):~~

Three months ended June 30,

2021

2020

BOSTCO

$
1,603

$
1,302

Frontera

560

548

Total earnings from investments in unconsolidated affiliates

$
2,163

$
1,850

~~Additional capital investments in unconsolidated affiliates for the funding of growth projects was as follows (in thousands):~~

Three months ended June 30,

2021

2020
BOSTCO

$
442

$
506
Frontera

—

—
Additional capital investments in unconsolidated affiliates

$
442

$
506

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

Three months ended June 30,

2021

2020

BOSTCO

$
2,796

$
3,636

Frontera

1,180

820

Cash distributions received from unconsolidated affiliates

$
3,976

$
4,456

~~RESULTS OF OPERATIONS—SIX MONTHS ENDED JUNE 30, 2021 AND 2020~~

We operate our business and report our results of operations in seven principal business segments: (i) Gulf Coast terminals, (ii) Midwest terminals, (iii) Brownsville terminals including management of the Frontera joint venture, (iv) River terminals, (v) Southeast terminals, (vi) West Coast terminals and (vii) Central services. Our Central services segment primarily represents the costs of employees performing operating oversight functions, engineering, health, safety and environmental services to our terminals and terminals that we operate or manage, including for affiliate terminals owned by ArcLight. In addition, Central services represent the cost of employees at affiliate terminals owned by ArcLight that we operate. We receive a fee from these affiliates based on our costs incurred.

~~Table of Contents~~

~~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 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~~

Six months ended June 30,

2021

2020
Terminaling services fees

$
123,846

$
125,805
Pipeline transportation fees

638

1,744
Management fees

10,408

9,350
Revenue

$
134,892

$
136,899

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

~~The aggregate revenue of each of our business segments was as follows (in thousands):~~

~~Total~~ Revenue by Business Segment


	Six months ended June 30,				Three months ended June 30,
	2021		2020		2022		2021
Gulf Coast terminals	$	38,474	$	39,542	$	20,713	$	19,302
Midwest terminals		5,569		4,420		2,517		2,562
Brownsville terminals		11,524		11,233		6,266		5,907
River terminals		6,915		5,333		3,724		3,489
Southeast terminals		38,782		43,671		17,476		18,681
West Coast terminals		26,391		26,681		22,086		19,981
Central services		7,237		6,019		1,558		1,419
Revenue	$	134,892	$	136,899
Terminal revenue					$	74,340	$	71,341

~~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.

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

Terminaling Services Fees by Business Segment



		Six months ended June 30,			Three months ended June 30,
		2021		2020	2022		2021
Gulf Coast terminals	$	38,449	$	39,530	$	20,697	$	19,291
Midwest terminals		5,569		3,476		2,517		2,562
Brownsville terminals		8,292		7,664		4,810		4,382
River terminals		6,915		5,333		3,724		3,489
Southeast terminals		38,250		43,139		17,221		18,410
West Coast terminals		26,371		26,663		22,075		19,971
Central services		—		—		—		—
Terminaling services fees	$	123,846	$	125,805	$	71,044	$	68,105

~~Effective January 1, 2021, our customer has leased 100% of our Razorback system and assumed operatorship of the Razorback pipeline and the terminals~~The increase in ~~Mount Vernon, Missouri and in Rogers, Arkansas in our Midwest terminals segment. The fees associated with this lease agreement are recognized as~~ terminaling services ~~fees. Prior to January 1, 2021, we earned pipeline transportation~~ fees at our ~~Razorback pipeline based on an allocation of the aggregate fees charged under a~~Gulf Coast terminals is primarily due to contracting available capacity ~~agreement with our customer who was contracted for 100% of our Razorback system through December 31, 2020.~~

and contract escalations.

The decrease in terminaling services fees at our Southeast terminals is primarily due to a third-party customer terminating its terminaling services agreement effective December 31, 2020 at our Collins/Purvis, Mississippi terminal. During the second quarter of 2021 we re-contracted a portion of the available capacity to third-party customers. We are currently in the process of identifying potential parties to re-contract the remaining available capacity at our ~~Collins/Purvis,~~Collins, Mississippi terminal and recontracting capacity at lower rates at our Collins, Mississippi terminal.

The increase in terminaling services fees at our West Coast terminals is primarily a result of placing various growth projects into service during the first quarter of 2022 and increased ancillary fees.

Included in terminaling services fees for the ~~six~~three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, are fees charged to affiliates of approximately ~~$5.6~~$2.6 million and ~~$5.5~~$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




	Six months ended June 30,				Three months ended June 30,
	2021		2020		2022		2021
Firm commitments	$	101,324	$	103,879	$	54,730	$	55,025
Ancillary		22,522		21,926		16,314		13,080
Terminaling services fees	$	123,846	$	125,805	$	71,044	$	68,105

~~Pipeline transportation fees.~~ ~~We earned pipeline transportation fees at our Diamondback pipeline under a capacity reservation agreement that ended~~The remaining terms on ~~May 26, 2021. Revenue associated with~~ the capacity reservation agreement was recognized ratably over the respective term, regardless of whether the capacity was actually utilized. We earned pipeline transportation fees at our Razorback pipeline based on an allocation of the aggregate fees charged under the capacity agreement with our customer who was contracted for 100% of our Razorback system through December 31, 2020. Effective January 1, 2021, our customer has leased 100% of our Razorback system and assumed operatorship of the Razorback pipeline and the terminals in Mount Vernon, Missouri and in Rogers, Arkansas. Beginning in 2021, the fees associated with this lease agreement are recognized as terminaling services ~~fees.~~agreements that generated “firm commitments” for the three months ended June 30, 2022 are as follows (in thousands):


Less than 1 year remaining	$	15,422	28%
1 year or more, but less than 3 years remaining		22,738	42%
3 years or more, but less than 5 years remaining		6,788	12%
5 years or more remaining⁽¹⁾		9,782	18%
Total firm commitments for the three months ended June 30, 2022	$	54,730

_____________________________

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~~The pipeline transportation fees by business segments were as follows (in thousands):~~

~~Pipeline Transportation Fees by Business Segment~~

Six months ended June 30,

2021

2020

Gulf Coast terminals

$
—

$
—

Midwest terminals

—

944

Brownsville terminals

638

800

River terminals

—

—

Southeast terminals

—

—

West Coast terminals

—

—

Central services

—

—

Pipeline transportation fees

$
638

$
1,744

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 category in the table above.

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 lease land under operating leases as the lessor or sublessor with third parties and affiliates. 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 manage and operate ~~terminals that are owned by affiliates of ArcLight, including for~~the SeaPort Midstream ~~Partners, LLC in Seattle, Washington and Portland, Oregon and another terminal for SeaPort Sound Terminal, LLC (“SeaPort Sound”) in Tacoma, Washington~~joint venture and receive a management fee based on our costs incurred. We also manage additional terminal facilities that are owned by affiliates of ArcLight, including Lucknow-Highspire Terminals, LLC, which operates terminals throughout Pennsylvania encompassing approximately 9.9 million barrels of storage capacity and we receive a management fee based on our costs incurred.

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

Management Fees by Business Segment


	Six months ended June 30,				Three months ended June 30,
	2021		2020		2022		2021
Gulf Coast terminals	$	25	$	12	$	16	$	11
Midwest terminals		—		—		—		—
Brownsville terminals		2,594		2,769		1,456		1,283
River terminals		—		—		—		—
Southeast terminals		532		532		255		271
West Coast terminals		20		18		11		10
Central services		7,237		6,019		1,558		1,419
Management fees	$	10,408	$	9,350	$	3,296	$	2,994

Included in management fees for the three months ended June 30, 2022 and 2021, are fees charged to affiliates of approximately $3.0 million and $2.7 million, respectively.

Pipeline transportation fees. We earned pipeline transportation fees at our Diamondback pipeline under a capacity reservation agreement that ended on May 26, 2021. Revenue associated with the capacity reservation agreement was recognized ratably over the respective term, regardless of whether the capacity was utilized.

The pipeline transportation fees by business segments were as follows (in thousands):

Pipeline Transportation Fees by Business Segment


	Three months ended June 30,
	2022		2021
Gulf Coast terminals	$	—	$	—
Midwest terminals		—		—
Brownsville terminals		—		242
River terminals		—		—
Southeast terminals		—		—
West Coast terminals		—		—
Central services		—		—
Pipeline transportation fees	$	—	$	242

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ANALYSIS OF COSTS AND EXPENSES

The operating costs and expenses of our operations were as follows (in thousands):

Operating Costs and Expenses


	Three months ended June 30,
	2022		2021
Wages and employee benefits	$	12,975	$	12,356
Utilities and communication charges		3,202		2,634
Repairs and maintenance		3,089		3,805
Office, rentals and property taxes		4,598		4,362
Vehicles and fuel costs		355		269
Environmental compliance costs		1,302		1,422
Other		2,673		2,134
Operating costs and expenses	$	28,194	$	26,982

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

Operating Costs and Expenses by Business Segment


	Three months ended June 30,
	2022		2021
Gulf Coast terminals	$	5,003	$	5,424
Midwest terminals		449		605
Brownsville terminals		2,376		2,130
River terminals		1,564		1,598
Southeast terminals		6,202		5,706
West Coast terminals		8,658		7,989
Central services		3,942		3,530
Operating costs and expenses	$	28,194	$	26,982

General and administrative expenses cover the costs of 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 third party accounting costs associated with annual and quarterly reports and tax return preparation and distribution, and legal fees. The general and administrative expenses were approximately $7.7 million and $5.6 million for the three months ended June 30, 2022 and 2021, respectively. The increase in general and administrative expenses for the three months ended June 30, 2022 is primarily attributable to higher compensation costs and legal costs.

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 June 30, 2022 and 2021, the expense associated with insurance was approximately $1.7 million and $1.6 million, respectively.

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awards was approximately $0.8 million and $0.4 million for the three months ended June 30, 2022 and 2021, respectively.

For the three months ended June 30, 2022 and 2021, depreciation and amortization expense was approximately $17.6 million and $17.1 million, respectively.

For the three months ended June 30, 2022 and 2021, interest expense was approximately $14.3 million and $10.4 million, respectively. The increase in interest expense is attributable to increased debt related to the Pacific Northwest Contribution on November 17, 2021.

ANALYSIS OF INVESTMENTS IN UNCONSOLIDATED AFFILIATES

Our investments in unconsolidated affiliates include a 42.5% Class A ownership interest BOSTCO, a 30% ownership interest in Olympic Pipeline Company, a 51% ownership interest in SeaPort Midstream 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 in BOSTCO 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. Olympic Pipeline Company is a 400-mile interstate refined petroleum products pipeline system running from Blaine, Washington to Portland, Oregon and a refined and renewable products terminal in Bayview, Washington. SeaPort Midstream is two terminal facilities located in Seattle, Washington and Portland, Oregon that encompasses approximately 1.3 million barrels of refined and renewable product storage. 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 was as follows (in thousands):


	Three months ended June 30,
	2022		2021
BOSTCO	$	1,505	$	1,603
Olympic Pipeline Company		1,175		1,891
SeaPort Midstream		388		373
Frontera		561		560
Total earnings from investments in unconsolidated affiliates	$	3,629	$	4,427

Additional capital investments in unconsolidated affiliates for the funding of growth projects was as follows (in thousands):


	Three months ended June 30,
	2022		2021
BOSTCO	$	—	$	442
Olympic Pipeline Company		—		—
SeaPort Midstream		—		—
Frontera		—		—
Additional capital investments in unconsolidated affiliates	$	—	$	442

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


	Three months ended June 30,
	2022		2021
BOSTCO	$	2,127	$	2,796
Olympic Pipeline Company		2,237		1,417
SeaPort Midstream		—		—
Frontera		355		1,180
Cash distributions received from unconsolidated affiliates	$	4,719	$	5,393

RESULTS OF OPERATIONS—SIX MONTHS ENDED JUNE 30, 2022 AND 2021

We operate our business and report our results of operations in seven principal business segments: (i) Gulf Coast terminals, (ii) Midwest terminals, (iii) Brownsville terminals including management of Frontera, (iv) River terminals, (v) Southeast terminals, (vi) West Coast terminals and (vii) Central services. Our Central services segment primarily represents the costs of employees performing operating oversight functions, engineering, health, safety and environmental services to our terminals and terminals that we operate. In addition, Central services represent the cost of employees at standalone affiliate terminals that we operate or manage. We receive a fee from these affiliates based on our costs incurred.

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

Terminal revenue. We derive terminal revenue from our terminal and pipeline transportation operations by charging fees for providing integrated terminaling, transportation and related services.

The terminal revenue by category was as follows (in thousands):

Terminal Revenue by Category


	Six months ended June 30,
	2022		2021
Terminaling services fees	$	142,691	$	137,489
Management fees		6,700		6,322
Pipeline transportation fees		—		638
Terminal revenue	$	149,391	$	144,449

Product sales, gross margin. Our product sales revenue refers to the sale of refined and renewable products at our terminal operations in Tacoma and Seattle, Washington. Product sales revenue pricing is contractually specified and is recognized at a point in time when our customers take control and legal title of the commodities purchased. Product sales revenue is recorded gross of cost of product sales, which includes product supply and transportation costs.

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The product sales, gross margin was as follows (in thousands):


	Six months ended June 30,
	2022		2021
Product sales	$	179,874	$	98,089
Cost of product sales		(173,162)		(91,996)
Product sales, gross margin	$	6,712	$	6,093

The increase in product sales and cost of product sales for the six months ended June 30, 2022, is a result of increased product prices and volumes in 2022.

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

Terminal Revenue by Business Segment


	Six months ended June 30,
	2022		2021
Gulf Coast terminals	$	42,352	$	38,474
Midwest terminals		5,046		5,569
Brownsville terminals		12,746		11,524
River terminals		7,288		6,915
Southeast terminals		35,170		38,782
West Coast terminals		43,635		40,034
Central services		3,154		3,151
Revenue	$	149,391	$	144,449

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.

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

Terminaling Services Fees by Business Segment


		Six months ended June 30,
		2022		2021
Gulf Coast terminals	$	42,322	$	38,449
Midwest terminals		5,046		5,569
Brownsville terminals		9,759		8,292
River terminals		7,288		6,915
Southeast terminals		34,662		38,250
West Coast terminals		43,614		40,014
Central services		—		—
Terminaling services fees	$	142,691	$	137,489

The increase in terminaling services fees at our Gulf Coast terminals is primarily due to contracting available capacity and contract escalations.

The increase in terminaling services fees at our Brownsville terminals is primarily a result of placing into service approximately 0.2 million barrels of new tank capacity and construction of gasoline railcar loading capabilities during the first quarter of 2021.

The decrease in terminaling services fees at our Southeast terminals is primarily due to available capacity at our Collins, Mississippi terminal and recontracting capacity at lower rates at our Collins, Mississippi terminal.

Included in terminaling services fees for the six months ended June 30, 2022 and 2021, are fees charged to affiliates of approximately $5.7 million and $5.6 million, respectively.

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

Firm Commitments and Ancillary Revenue


	Six months ended June 30,
	2022		2021
Firm commitments	$	108,999	$	111,521
Ancillary		33,692		25,968
Terminaling services fees	$	142,691	$	137,489

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 lease land under operating leases as the lessor or sublessor with third parties and affiliates. 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 manage and operate the SeaPort Midstream joint venture and receive a management fee based on our costs incurred. We also manage additional terminal facilities that are owned by affiliates of ArcLight, including Lucknow-Highspire Terminals, LLC, which operates terminals throughout Pennsylvania encompassing approximately 9.9 million barrels of storage capacity and we receive a management fee based on our costs incurred.

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

Management Fees by Business Segment


	Six months ended June 30,
	2022		2021
Gulf Coast terminals	$	30	$	25
Midwest terminals		—		—
Brownsville terminals		2,987		2,594
River terminals		—		—
Southeast terminals		508		532
West Coast terminals		21		20
Central services		3,154		3,151
Management fees	$	6,700	$	6,322

Included in management fees for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, are fees charged to affiliates of approximately ~~$9.8~~$6.1 million and ~~$8.8~~$5.7 million, respectively.

The pipeline transportation fees by business segments were as follows (in thousands):

Pipeline Transportation Fees by Business Segment


	Six months ended June 30,
	2022		2021
Gulf Coast terminals	$	—	$	—
Midwest terminals		—		—
Brownsville terminals		—		638
River terminals		—		—
Southeast terminals		—		—
West Coast terminals		—		—
Central services		—		—
Pipeline transportation fees	$	—	$	638

ANALYSIS OF COSTS AND EXPENSES

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The operating costs and expenses of our operations were as follows (in thousands):

Operating Costs and Expenses


	Six months ended June 30,				Six months ended June 30,
	2021		2020		2022		2021
Wages and employee benefits	$	26,424	$	24,618	$	27,372	$	25,996
Utilities and communication charges		4,689		4,609		6,740		5,611
Repairs and maintenance		6,766		7,205		6,738		7,226
Office, rentals and property taxes		7,626		6,874		9,545		8,744
Vehicles and fuel costs		504		534		659		511
Environmental compliance costs		3,281		1,790		2,425		3,399
Other		4,368		6,362		5,517		4,530
Operating costs and expenses	$	53,658	$	51,992	$	58,996	$	56,017

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

Operating Costs and Expenses by Business Segment


	Six months ended June 30,				Six months ended June 30,
	2021		2020		2022		2021
Gulf Coast terminals	$	11,062	$	11,172	$	10,966	$	11,062
Midwest terminals		1,269		1,276		918		1,269
Brownsville terminals		4,591		5,137		4,999		4,591
River terminals		3,233		2,659		3,220		3,233
Southeast terminals		11,832		10,902		12,856		11,832
West Coast terminals		10,171		9,998		17,649		16,602
Central services		11,500		10,848		8,388		7,428
Operating costs and expenses	$	53,658	$	51,992	$	58,996	$	56,017

General and administrative expenses cover the costs of 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 third party accounting costs associated with annual and quarterly reports and tax return preparation and distribution, and legal fees. The general and administrative expenses were approximately ~~$10.4~~ $15.5 million and ~~$11.6~~$11.2 million for the six months ended June 30, 2022 and 2021, respectively. The increase in general and ~~2020, respectively.~~administrative expenses for the six months ended June 30, 2022 is primarily attributable to higher compensation costs and legal costs.

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 six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, the expense associated with insurance was approximately ~~$2.7~~$3.3 million and ~~$2.5~~$3.1 million, respectively.

Deferred compensation expense includes expense associated with awards granted to certain employees who provide service to us that vest over future service periods. The expense associated with these deferred compensation awards was approximately ~~$1.0~~$2.2 million and ~~$1.3~~$1.2 million for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

For the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, depreciation and amortization expense was approximately ~~$29.7~~$35.1 million and ~~$27.9~~$34.1 million, respectively. ~~The increase in depreciation and amortization expense for the six months ended June 30, 2021 is attributable to placing expansion projects in service throughout the past year.~~

For the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, interest expense was approximately ~~$14.9~~$28.9 million and ~~$16.4~~$20.5 million, respectively. The ~~decrease~~increase in interest expense ~~for the six months ended June 30, 2021~~ is attributable to ~~decreases in LIBOR based interest rates.~~increased debt related to the Pacific Northwest Contribution on November 17, 2021.

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ANALYSIS OF INVESTMENTS IN UNCONSOLIDATED AFFILIATES

Our investments in unconsolidated affiliates include a 42.5% Class A ownership interest BOSTCO, a 30% ownership interest in ~~BOSTCO~~Olympic Pipeline Company, a 51% ownership interest in SeaPort Midstream 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 in BOSTCO 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. Olympic Pipeline Company is a 400-mile interstate refined petroleum products pipeline system running from Blaine, Washington to Portland, Oregon and a refined and renewable products terminal in Bayview, Washington. SeaPort Midstream is two terminal facilities located in Seattle, Washington and Portland, Oregon that encompasses approximately 1.3 million barrels of refined and renewable product storage. 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 was as follows (in thousands):


	Six months ended June 30,				Six months ended June 30,
	2021		2020		2022		2021
BOSTCO	$	3,093	$	2,810	$	2,307	$	3,093
Olympic Pipeline Company						3,358		3,197
SeaPort Midstream						550		492
Frontera		1,262		1,193		642		1,262
Total earnings from investments in unconsolidated affiliates	$	4,355	$	4,003	$	6,857	$	8,044

Additional capital investments in unconsolidated affiliates for the funding of growth projects was as follows (in thousands):


	Six months ended June 30,				Six months ended June 30,
	2021		2020		2022		2021
BOSTCO	$	2,822	$	3,171	$	—	$	2,822
Olympic Pipeline Company						—		—
SeaPort Midstream						—		—
Frontera		—		—		—		—
Additional capital investments in unconsolidated affiliates	$	2,822	$	3,171	$	—	$	2,822

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


	Six months ended June 30,				Six months ended June 30,
	2021		2020		2022		2021
BOSTCO	$	5,092	$	5,053	$	4,176	$	5,092
Olympic Pipeline Company						4,704		2,232
SeaPort Midstream						—		—
Frontera		2,217		1,294		355		2,217
Cash distributions received from unconsolidated affiliates	$	7,309	$	6,347	$	9,235	$	9,541

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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):


	Six months ended June 30,				Six months ended June 30,
	2021		2020		2022		2021
Net cash provided by operating activities	$	51,905	$	59,856	$	40,180	$	54,145
Net cash used in investing activities	$	(24,415)	$	(31,936)	$	(51,392)	$	(27,118)
Net cash used in financing activities	$	(27,843)	$	(28,028)
Net cash provided by (used in) financing activities					$	4,136	$	(28,891)

The approximately $14.0 million decrease in net cash provided by operating activities is primarily related to the timing of working capital ~~requirements.~~requirements and increased interest expense related to the Pacific Northwest Contribution on November 17, 2021.

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The ~~decrease~~approximately $24.3 million increase in net cash used in investing activities is primarily related to ~~less construction spend in 2021.~~a $25 million affiliate loan to our indirect parent, Pike Petroleum Holdings, LLC, on March 30, 2022.

Additional investments and expansion capital projects at our terminals have been approved and currently are, or will be, under construction with estimated completion dates ~~throughout 2021.~~through 2023. At June 30, ~~2021,~~2022, the remaining expenditures to complete the approved projects are estimated to be approximately ~~$35~~$30 million. These expenditures primarily relate to the construction costs associated with the expansion of our ~~Brownsville~~Southeast and West Coast operations.

~~Third amended and restated senior secured credit facility.~~ ~~Our revolving credit facility provides for a maximum borrowing line~~The approximately $33.0 million change in net cash provided by (used in) financing activities is primarily related to an increase of ~~credit equal to $850 million. At our request, the maximum borrowing line of credit may be increased by an additional $250~~approximately $29.0 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, and is therefore presented as a current liability in our consolidated balance sheet as of June 30 2021. We expect to renew or extend our revolving credit facility prior to the maturity date.

~~We may elect to have loans~~borrowings under our revolving credit facility ~~bear interest either~~to fund the $25 million affiliate loan to our indirect parent, Pike Petroleum Holdings, LLC, on March 30, 2022.

Credit agreement. On November 17, 2021, the Company and TransMontaigne Operating Company L.P., our wholly owned subsidiary, entered into the Credit Agreement (“Credit Agreement”) for a $1 billion senior secured term loan and a $150 million revolving credit facility, with a letter of credit subfacility of $35 million. The senior secured term loan will mature on November 17, 2028 and the revolving credit facility will terminate (a) on November 14, 2025 in the event our 6.125% senior notes due in 2026 are not refinanced on or prior to such date or (b) in the event the senior notes have been refinanced on or prior to November 14, 2025, the earlier of (i) ~~at a rate~~the new maturity date of ~~LIBOR plus a margin ranging from 1.75% to 2.75% depending on~~ the ~~total leverage ratio then in effect, or~~refinanced senior notes and (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.November 17, 2026. Our obligations under ~~our revolving credit facility~~the Credit Agreement are guaranteed by the Company, TransMontaigne Operating Company L.P. and all of its subsidiaries, and secured by a first priority security interest in favor of the lenders in substantially all of the ~~majority~~Company’s, TransMontaigne Operating Company L.P.’s and all of ~~our~~its subsidiaries’ assets, including our investments in unconsolidated affiliates. ~~At June 30, 2021, our~~

Proceeds from the $1 billion senior secured term loan were used as follows (in thousands):


Repayment of revolving credit facility	$	351,700
Payment for Pacific Northwest Contribution		256,300
Repayment of SeaPort Financing term loan		198,200
Distribution to TLP Finance Holdings, LLC for debt service		174,200
Deferred debt issuance costs		19,600
Proceeds from senior secured term loan	$	1,000,000

We may elect to have loans under the Credit Agreement bear interest, at either an adjusted LIBOR rate (subject to a 0.50% floor) plus an applicable margin of 3.50% or an alternate base rate plus an applicable margin of 2.50% per

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annum. We are also required to pay (i) a letter of credit fee of 3.50% per annum on the aggregate face amount of all outstanding ~~borrowings under our~~letters of credit, (ii) to the issuing lender of each letter of credit, a fronting fee of no less than 0.125% per annum on the outstanding amount of each such letter of credit and (iii) commitment fees of 0.50% per annum on the daily unused amount of the revolving credit facility, ~~were $346.4 million.~~in each case quarterly in arrears.

~~Our~~The Credit Agreement contains various covenants, including, but not limited to, limitations on the incurrence of indebtedness, permitted investments, liens on assets, making distributions, transactions with affiliates, mergers, consolidations, dispositions of assets and other provisions customary in similar types of agreements. The Credit Agreement requires compliance, beginning with the first full fiscal quarter of 2022, with (a) a debt service coverage ratio of no less than 1.1 to 1.0 and (b) if the aggregate outstanding amount of all revolving loans and drawn letters of credit ~~facility also contains customary representations and warranties (including those relating~~exceeds an amount equal to ~~organization and authorization, compliance with laws, absence~~35% of defaults, material agreements and litigation) and customary events of default (including those relating to monetary defaults, covenant defaults, cross defaults, changes in our control and bankruptcy events). The primary financial covenants contained in ourthe aggregate revolving ~~credit facility are (i) a total leverage ratio test (not to exceed 5.25 to 1.0), (ii)~~commitments, a senior secured net leverage ratio ~~test (not~~of no greater than 6.75 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.”1.00. We were in compliance with all financial covenants as of and during the three and six months ended June 30, ~~2021~~2022 and the year ended December 31, ~~2020.~~

2021.

If we were to fail a financial performance covenant, or any other covenant contained in ~~our revolving credit facility,~~the Credit Agreement, 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,~~the Credit Agreement, and the lenders would be entitled to declare all outstanding borrowings immediately due and payable.


									Six			Twelve
	Three months ended								months ending			months ending
	September 30,		December 31,		March 31,		June 30,		June 30,			June 30,
	2021		2021		2022		2022		2022			2022
Financial performance covenant tests:
Net earnings (loss)	$	15,928	$	(8,220)	$	5,871	$	11,059	$	16,930		$	24,638
Interest expense		10,249		11,947		14,573		14,347		28,920			51,116
Amortization of deferred debt issuance costs		982		7,721		1,008		1,039		2,047			10,750
State franchise taxes (income taxes)		479		371		415		625		1,040			1,890
Depreciation and amortization		17,149		17,252		17,500		17,629		35,129			69,530
Deferred compensation		355		14,191		1,444		776		2,220			16,766
One-time acquisition expenses		1,354		54		—		193		193			1,601
Proportionate share of unconsolidated affiliates' depreciation and amortization		3,879		4,028		4,076		4,050		8,126			16,033
Consolidated EBITDA⁽¹⁾	$	50,375	$	47,344	$	44,887	$	49,718	$	94,605		$	192,324
Maintenance capital						(3,255)		(4,107)		(7,362)
Total					$	41,632	$	45,611	$	87,243

Debt service:
Interest expense					$	14,573	$	14,347	$	28,920
Scheduled principal payments						2,500		2,500		5,000
Total					$	17,073	$	16,847	$	33,920

Credit Agreement debt service coverage ratio (>1.1x)										2.57	x

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Three months ended

Twelve months ending


September 30,

December 31,

March 31,

June 30,

June 30,

2020

2020

2021

2021

2021
Financial performance covenant tests:


Consolidated EBITDA ⁽¹⁾

$
41,340

$
41,976

$
36,991

$
37,469

$
157,776

Consolidated interest expense⁽¹⁾

$
7,435

$
7,341

$
7,356

$
7,510

$
29,642

Revolving credit facility debt

$
346,400
6.125% senior notes due in 2026

��

299,900
Consolidated funded indebtedness

$
646,300

Senior secured leverage ratio

2.20
Total leverage ratio

4.10
Interest coverage ratio

5.32
Reconciliation of consolidated EBITDA to cash flows provided by operating activities:
Consolidated EBITDA ⁽¹⁾

$
41,340

$
41,976

$
36,991

$
37,469

$
157,776
Interest expense

(7,435)

(7,341)

(7,356)

(7,510)

(29,642)
Amortization of deferred revenue

239

(391)

(197)

(164)

(513)
Change in operating assets and liabilities

741

1,056

(9,534)

2,206

(5,531)
Cash flows provided by operating activities

$
34,885

$
35,300

$
19,904

$
32,001

$
122,090

~~___________________________________~~

(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.~~the Credit Agreement.

Senior notes. On February 12, 2018, the Company and TLP Finance Corp., our wholly owned subsidiary, issued at par $300 million of 6.125% senior notes, due in 2026. The senior notes remain outstanding and the Company is voluntarily filing with the Securities and Exchange Commission pursuant to the covenants contained in the senior notes. The senior notes contain customary covenants (including those relating to our voluntary filing of this report and certain restrictions and obligations with respect to types of payments we may make, indebtedness we may incur, transactions we may pursue, or changes in our control) and customary events of default (including those relating to monetary defaults, covenant defaults, cross defaults and bankruptcy events). We may, at any time and from time to time, seek to retire or purchase our outstanding debt through cash purchases, open-market purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will be upon such terms and at such prices as we may determine, and will depend on

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prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

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 ~~5, 2021~~31, 2022 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, ~~2020.~~2021.

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 senior secured term loan and revolving credit facility. Borrowings under our senior secured term loan and revolving credit facility bear interest at either an adjusted LIBOR rate (subject to a 0.50% floor) plus an applicable margin of 3.50% or an alternate base rate plus an applicable margin of 2.50% per annum. We have historically, on occasion, managed a portion of our interest rate risk with interest rate swaps, which reduced our exposure to changes in interest rates by converting variable ~~rate based on LIBOR or the lender’s base rate.~~interest rates to fixed interest rates. At June 30, 2022 and December 31, 2021, we did not have derivative instruments, including interest rate swap agreements. On July 27, 2022, the Company and TransMontaigne Operating Company L.P., our wholly owned subsidiary, entered into interest rate swap agreements with an aggregate notional amount of $500 million effective August 18, 2022 through August 18, 2025. Pursuant to the terms of the interest rate swap agreements, we will pay a blended fixed rate of approximately 2.87% and receive interest payments based on the one-month LIBOR through July 17, 2023. Thereafter, we will receive interest payments based on the one-month CME Term SOFR. The net difference to be paid or received under the interest rate swap agreements will be settled monthly and recognized as an adjustment to interest expense.At June 30, 2022, we had outstanding borrowings of ~~$346.4~~$995.0 million under our senior secured term loan and $25 million under our revolving credit facility. Based on the outstanding balance of our variable-interest-rate debt and not having interest rate swap agreements at June 30, ~~2021,~~2022, assuming market interest rates increase or decrease by 100 basis points, the potential annual increase or decrease in interest expense is approximately ~~$3.5~~$10.2 million.

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We ~~do not purchase or market~~sell refined and renewable products ~~that we handle or transport~~to major fuel producers and ~~therefore, we do not have material~~marketers in the Pacific Northwest at our terminal operations in Tacoma and Seattle, Washington. Our direct exposure to changes in commodity prices ~~except for~~is limited to these product sales and the value of product gains and losses arising from ~~certain of our~~ terminaling services agreements with certain customers, which accounts for a small portion of our ~~customers.~~revenue. 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 June 30, ~~2021,~~2022, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, the Certifying Officers concluded that, as of June 30, ~~2021,~~2022, 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.

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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 ~~5, 2021,~~31, 2022, which could materially affect our business, 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, ~~2020,~~2021, filed on March ~~5, 2021.~~31, 2022.

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ITEM 6. EXHIBITS


Exhibit number		Description of exhibits
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 June 30, ~~2021,~~2022, formatted in iXBRL (Inline 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.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

4447

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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: August ~~6, 2021~~9, 2022	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

4548


	BOSTCO				Frontera
	June 30,		December 31,		June 30,		December 31,
	2021		2020		2021		2020
Current assets	$	18,252	$	15,822	$	5,136	$	5,352
Long-term assets		462,074		464,971		42,203		43,939
Current liabilities		(13,655)		(17,543)		(1,177)		(1,219)
Long-term liabilities		(5,193)		(5,476)		—		—
Net assets	$	461,478	$	457,774	$	46,162	$	48,072


Less than 1 year remaining	$	13,520	27%
1 year or more, but less than 3 years remaining		21,581	43%
3 years or more, but less than 5 years remaining		3,486	7%
5 years or more remaining⁽¹⁾		11,334	23%
Total firm commitments for the three months ended June 30, 2021	$	49,921



	Three months ended								Twelve months ending
	September 30,		December 31,		March 31,		June 30,		June 30,
	2020		2020		2021		2021		2021
Financial performance covenant tests:
Consolidated EBITDA ⁽¹⁾	$	41,340	$	41,976	$	36,991	$	37,469	$	157,776

Consolidated interest expense⁽¹⁾	$	7,435	$	7,341	$	7,356	$	7,510	$	29,642

Revolving credit facility debt									$	346,400
6.125% senior notes due in 2026						��				299,900
Consolidated funded indebtedness									$	646,300

Senior secured leverage ratio										2.20
Total leverage ratio										4.10
Interest coverage ratio										5.32
Reconciliation of consolidated EBITDA to cash flows provided by operating activities:
Consolidated EBITDA ⁽¹⁾	$	41,340	$	41,976	$	36,991	$	37,469	$	157,776
Interest expense		(7,435)		(7,341)		(7,356)		(7,510)		(29,642)
Amortization of deferred revenue		239		(391)		(197)		(164)		(513)
Change in operating assets and liabilities		741		1,056		(9,534)		2,206		(5,531)
Cash flows provided by operating activities	$	34,885	$	35,300	$	19,904	$	32,001	$	122,090