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 September 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 September 30, ~~2021,~~2022, the registrant has 0no 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 September 30, ~~2021~~2022 and December 31, ~~2020~~2021	5
	Consolidated statements of operations for the three and nine months ended September 30, ~~2021~~2022 and ~~2020~~2021	6
	Consolidated statements of equity for the three and nine months ended September 30, ~~2021~~2022 and ~~2020~~2021	7
	Consolidated statements of cash flows for the three and nine months ended September 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	4144
Item 4.	Controls and Procedures	4144

Part II. Other Information
Item 1.	Legal Proceedings	4244
Item 1A.	Risk Factors	4245
Item 6.	Exhibits	4346
	Signatures	4447

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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 ~~COVID-19 pandemic.~~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 nine months ended September 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 nine months ended September 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.

Table of Contents

TransMontaigne Partners LLC and subsidiaries

Consolidated balance sheets (unaudited)

(In thousands)


	September 30,		December 31,		September 30,		December 31,
	2021		2020		2022		2021
ASSETS
Current assets:
Cash and cash equivalents	$	1,046	$	595	$	16,027	$	18,273
Trade accounts receivable		12,377		9,203		35,279		20,028
Due from affiliates		3,739		2,986		2,715		2,397
Inventory						12,608		5,333
Other current assets		6,815		5,623		12,243		6,492
Total current assets		23,977		18,407		78,872		52,523
Property, plant and equipment, net		729,866		737,501		835,267		851,483
Goodwill		9,428		9,428		18,586		18,586
Investments in unconsolidated affiliates		223,791		225,948		327,882		332,692
Right-of-use assets, operating leases		47,487		33,880		51,393		48,522
Other assets, net		39,461		44,042		87,722		53,146
	$	1,074,010	$	1,069,206	$	1,399,722	$	1,356,952
LIABILITIES AND EQUITY
Current liabilities:
Trade accounts payable	$	9,745	$	14,000	$	15,238	$	14,568
Operating lease liabilities		3,421		3,284		3,569		3,665
Accrued liabilities		34,560		34,732		37,556		37,751
Short-term debt		345,000		—
Current debt						10,000		10,000
Total current liabilities		392,726		52,016		66,363		65,984
Deferred revenue		3,694		4,820		1,354		3,334
Long-term operating lease liabilities		46,125		32,418		50,040		46,643
Long-term debt		294,973		644,659		1,288,785		1,263,940
Total liabilities		737,518		733,913		1,406,542		1,379,901
Commitments and contingencies (Note 12)
Commitments and contingencies (Note 13)
Equity:
Member interest		336,492		335,293		(6,820)		(22,949)
Total equity		336,492		335,293		(6,820)		(22,949)
	$	1,074,010	$	1,069,206	$	1,399,722	$	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

Nine months ended

September 30,

September 30,


2021

2020

2021

2020
Revenue:

External customers

$
58,643

$
62,569

$
178,064

$
185,132
Affiliates

8,337

6,859

23,808

21,195
Total revenue

66,980

69,428

201,872

206,327
Costs and expenses:

Operating

(25,561)

(25,241)

(79,219)

(77,233)
General and administrative expenses

(7,006)

(4,820)

(17,383)

(16,387)
Insurance expenses

(1,391)

(1,258)

(4,109)

(3,746)
Deferred compensation expense

(231)

(309)

(1,219)

(1,574)
Depreciation and amortization

(14,946)

(14,674)

(44,656)

(42,557)
Total costs and expenses

(49,135)

(46,302)

(146,586)

(141,497)
Earnings from unconsolidated affiliates

1,393

1,789

5,748

5,792
Operating income

19,238

24,915

61,034

70,622
Other expenses:

Interest expense

(7,403)

(7,435)

(22,269)

(23,853)
Amortization of deferred debt issuance costs

(665)

(650)

(1,986)

(1,920)
Total other expenses

(8,068)

(8,085)

(24,255)

(25,773)
Net earnings

$
11,170

$
16,830

$
36,779

$
44,849


	Three months ended				Nine months ended
	September 30,				September 30,
	2022		2021		2022		2021
Revenue:
Terminal revenue	$	77,833	$	72,301	$	227,224	$	216,750
Product sales		100,840		70,083		280,714		168,172
Total revenue		178,673		142,384		507,938		384,922
Costs and expenses:
Cost of product sales		(96,173)		(65,769)		(269,335)		(157,765)
Operating		(29,705)		(26,738)		(88,701)		(82,755)
General and administrative		(6,967)		(7,425)		(22,430)		(18,575)
Insurance		(1,525)		(1,580)		(4,780)		(4,673)
Deferred compensation		(786)		(355)		(3,006)		(1,572)
Depreciation and amortization		(17,886)		(17,149)		(53,015)		(51,232)
Total costs and expenses		(153,042)		(119,016)		(441,267)		(316,572)
Earnings from unconsolidated affiliates		2,922		3,791		9,779		11,835
Operating income		28,553		27,159		76,450		80,185
Other expenses:
Interest expense		(2,599)		(10,249)		(31,519)		(30,714)
Deferred debt issuance costs		(3,712)		(982)		(5,759)		(2,916)
Total other expenses		(6,311)		(11,231)		(37,278)		(33,630)
Net earnings	$	22,242	$	15,928	$	39,172	$	46,555

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 June 30, 2020

$
325,878

$
325,878
Contribution from TLP Holdings

45

45
Distributions to TLP Finance

(12,190)

(12,190)
Net earnings for the three months ended September 30, 2020

16,830

16,830
Balance September 30, 2020

$
330,563

$
330,563

Balance June 30, 2021

$
337,059

$
337,059
Distributions to TLP Finance

(11,737)

(11,737)
Net earnings for the three months ended September 30, 2021

11,170

11,170
Balance September 30, 2021

$
336,492

$
336,492

Balance December 31, 2019

$
324,087

$
324,087
Contribution from TLP Holdings

268

268
Distributions to TLP Finance

(38,641)

(38,641)
Net earnings for the nine months ended September 30, 2020

44,849

44,849
Balance September 30, 2020

$
330,563

$
330,563

Balance December 31, 2020

$
335,293

$
335,293
Distributions to TLP Finance

(35,580)

(35,580)
Net earnings for the nine months ended September 30, 2021

36,779

36,779
Balance September 30, 2021

$
336,492

$
336,492



			Member
	Predecessor		interest		Total
Balance June 30, 2021	$	78,281	$	337,060	$	415,341
Distributions to TLP Finance Holdings, LLC for debt service		—		(11,737)		(11,737)
Net earnings for the three months ended September 30, 2021		4,759		11,169		15,928
Balance September 30, 2021	$	83,040	$	336,492	$	419,532

Balance June 30, 2022	$	—	$	(20,460)	$	(20,460)
Contributions from parent entities		—		572		572
Distributions to TLP Finance Holdings, LLC for debt service		—		(9,174)		(9,174)
Net earnings for the three months ended September 30, 2022		—		22,242		22,242
Balance September 30, 2022	$	—	$	(6,820)	$	(6,820)

Balance December 31, 2020	$	73,264	$	335,293	$	408,557
Distributions to TLP Finance Holdings, LLC for debt service		—		(35,580)		(35,580)
Net earnings for the nine months ended September 30, 2021		9,776		36,779		46,555
Balance September 30, 2021	$	83,040	$	336,492	$	419,532

Balance December 31, 2021	$	—	$	(22,949)	$	(22,949)
Contributions from parent entities		—		1,516		1,516
Distributions to TLP Finance Holdings, LLC for debt service		—		(24,559)		(24,559)
Net earnings for the nine months ended September 30, 2022		—		39,172		39,172
Balance September 30, 2022	$	—	$	(6,820)	$	(6,820)

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TransMontaigne Partners LLC and subsidiaries

Consolidated statements of cash flows (unaudited)

(In thousands)

Three months ended

Nine months ended

September 30,

September 30,


2021

2020

2021

2020
Cash flows from operating activities:

Net earnings

$
11,170

$
16,830

$
36,779

$
44,849
Adjustments to reconcile net earnings to net cash provided by operating activities:

Depreciation and amortization

14,946

14,674

44,656

42,557
Earnings from unconsolidated affiliates

(1,393)

(1,789)

(5,748)

(5,792)
Distributions from unconsolidated affiliates

3,945

3,540

11,254

9,887
Amortization of deferred debt issuance costs

665

650

1,986

1,920
Amortization of deferred revenue

(275)

(106)

(1,126)

1,083
Unrealized loss on derivative instruments

—

—

—

(480)
Changes in operating assets and liabilities:

Trade accounts receivable

(763)

(255)

(3,174)

4,830
Due from affiliates

(39)

151

(753)

543
Other current assets

1,856

1,331

(348)

(488)
Long-term customer receivables

(223)

(480)

746

(668)
Right-of-use assets, operating leases

739

707

2,213

2,104
Other assets, net

(61)

(67)

(45)

382
Trade accounts payable

(319)

957

(1,069)

(685)
Accrued liabilities

1,616

(762)

(172)

(3,468)
Operating lease liabilities

(546)

(496)

(1,976)

(1,833)
Net cash provided by operating activities

31,318

34,885

83,223

94,741
Cash flows from investing activities:

Investments in unconsolidated affiliates

(527)

(2,508)

(3,349)

(5,679)
Capital expenditures

(16,850)

(24,802)

(38,443)

(53,567)
Net cash used in investing activities

(17,377)

(27,310)

(41,792)

(59,246)
Cash flows from financing activities:

Borrowings under revolving credit facility

32,400

19,200

98,100

92,200
Repayments under revolving credit facility

(33,800)

(13,200)

(103,500)

(87,900)
Senior notes repurchase

—

—

—

(100)
Distributions to TLP Finance

(11,737)

(12,190)

(35,580)

(38,641)
Contributions from TLP Holdings

—

45

—

268
Net cash used in financing activities

(13,137)

(6,145)

(40,980)

(34,173)
Increase in cash and cash equivalents

804

1,430

451

1,322
Cash and cash equivalents at beginning of period

242

982

595

1,090
Cash and cash equivalents at end of period

$
1,046

$
2,412

$
1,046

$
2,412
Supplemental disclosures of cash flow information:

Cash paid for interest

$
11,974

$
12,036

$
26,851

$
29,065
Property, plant and equipment acquired with accounts payable

$
6,279

$
7,588

$
6,279

$
7,588
Additions to right-of-use assets obtained from new operating lease liabilities

$
125

$
—

$
15,820

$
—


	Three months ended				Nine months ended
	September 30,				September 30,
	2022		2021		2022		2021
Cash flows from operating activities:
Net earnings	$	22,242	$	15,928	$	39,172	$	46,555
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		17,886		17,149		53,015		51,232
Earnings from unconsolidated affiliates		(2,922)		(3,791)		(9,779)		(11,835)
Distributions from unconsolidated affiliates		5,354		4,935		14,589		14,476
Equity-based compensation		419		—		1,257		—
Amortization of deferred debt issuance costs		1,108		982		3,155		2,916
Amortization of deferred revenue		(647)		(274)		(1,980)		(1,126)
Unrealized gain on derivative instruments		(15,763)		(302)		(15,763)		(1,200)
Changes in operating assets and liabilities:
Trade accounts receivable		(2,338)		13		(15,251)		(9,830)
Due from affiliates		(108)		32		(318)		(55)
Inventory		(4,331)		4,235		(7,275)		2,287
Other current assets		1,790		140		(298)		(2,159)
Long-term customer receivables		17		(225)		513		746
Right-of-use assets, operating leases		783		739		2,399		2,213
Other assets, net		(1,237)		(59)		(2,248)		(44)
Trade accounts payable		1,730		3,015		847		5,065
Accrued liabilities		(3,719)		1,393		(195)		244
Operating lease liabilities		(573)		(546)		(1,969)		(1,976)
Net cash provided by operating activities		19,691		43,364		59,871		97,509
Cash flows from investing activities:
Investments in unconsolidated affiliates		—		(527)		—		(3,349)
Affiliate loan		—		—		(25,000)		—
Capital expenditures		(10,688)		(22,692)		(37,080)		(46,988)
Net cash used in investing activities		(10,688)		(23,219)		(62,080)		(50,337)
Cash flows from financing activities:
Repayments of senior secured term loan		—		—		(5,000)		—
Repayments of SeaPort Financing term loan		—		(524)		—		(1,572)
Borrowings under revolving credit facility		24,500		32,400		110,700		98,100
Repayments under revolving credit facility		(19,500)		(33,800)		(80,700)		(103,500)
Debt issuance costs		(152)		—		(737)		—
Contributions from parent entities		153		—		259		—
Distributions to TLP Finance Holdings, LLC for debt service		(9,174)		(11,737)		(24,559)		(35,580)
Net cash used in financing activities		(4,173)		(13,661)		(37)		(42,552)
Increase (decrease) in cash and cash equivalents		4,830		6,484		(2,246)		4,620
Cash and cash equivalents at beginning of period		11,197		13,615		18,273		15,479
Cash and cash equivalents at end of period	$	16,027	$	20,099	$	16,027	$	20,099
Supplemental disclosures of cash flow information:
Cash paid for interest	$	23,834	$	15,103	$	51,121	$	37,047
Property, plant and equipment acquired with accounts payable	$	4,290	$	6,804	$	4,290	$	6,804
Additions to right-of-use assets obtained from new operating lease liabilities	$	36	$	125	$	5,270	$	15,820
Non-cash contributions from parent entities	$	572	$	—	$	1,516	$	—

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 September 30, ~~2021~~2022 and December 31, ~~2020~~2021 and our results of operations for the three and nine months ended September 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. At the time of contract inception, we evaluate each contract to determine whether the contract 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 1415 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 September 30, 2022 and December 31, 2021, our refined products inventory was approximately $9.7 million and $2.8 million, respectively. At September 30, 2022 and December 31, 2021, our renewable products inventory was approximately $2.9 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 nine months ended September 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 0tnot recognize any impairment charges during the three and nine months ended September 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 nine months ended September 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 11 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.~~liabilities (See Notes 5 and 9 of Notes to consolidated financial statements). Changes in the fair value of our derivative instruments are recognized in the consolidated statements of operations.

At September 30, ~~2021~~2022 and December 31, ~~2020 we do not have~~2021, our derivative ~~instruments. Our~~instruments were limited to interest rate swap agreements ~~expired in June 2020.~~with an aggregate notional amount of $500 million and $nil, respectively. Pursuant to the terms of the current interest rate swap agreements that expire August 18, 2025, we ~~paid~~pay a blended fixed rate of approximately ~~2.04%~~2.87% and ~~received~~receive interest payments based on the one-month ~~LIBOR.~~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 ~~was~~will be settled monthly and ~~was~~ recognized as an adjustment to interest expense.The fair value of our interest rate swap agreements ~~was~~are determined using a pricing model based on the LIBOR swap rate and other observable market data.

(k) Income taxes

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

(l) Comprehensive income

Entities that report items of other comprehensive income have the option to present the components of net earnings and comprehensive income in either one continuous financial statement, or two consecutive financial

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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 10 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. On October 5, 2021 the Company entered into a confidentiality agreement with certain lenders related to a potential transaction for a senior secured credit facility and senior secured term loan. However, until such time as we have an executed agreement to refinance or extend the maturity of our revolving credit facility and have closed on such agreements, 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 ~~$1.4~~$1.5 million and ~~$1.2~~$1.4 million for the three months ended September 30, 2022 and 2021, respectively. We recognized revenue related to this operations and ~~2020, respectively,~~reimbursement agreement of approximately $4.5 million and ~~approximately~~ $4.0 million for ~~both~~ the nine months ended September 30, 2022 and 2021, ~~and 2020.~~respectively.

Terminaling services agreements—Brownsville terminals. We have 2two 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.~~

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~~TransMontaigne Partners LLC~~capacity during the three and ~~Subsidiaries~~

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

nine months ended September 30, 2022 and 2021, respectively. We recognized revenue related to these agreements of approximately ~~$1.4~~$0.4 million and ~~$0.7~~$1.4 million for the three months ended September 30, 2022 and 2021, ~~and 2020, respectively, and~~respectively. We recognized revenue related to these agreements of approximately ~~$2.7~~$1.2 million and ~~$1.9~~$2.6 million for the nine months ended September 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 ~~$2.3~~$2.6 million and $2.2 million for the three months ended September 30, 2022 and 2021, ~~and 2020, respectively, and~~respectively. We recognized revenue related to this agreement of approximately ~~$6.6~~$7.5 million and ~~$6.4~~$6.6 million for the nine months ended September 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 Mariner Holding Company 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 for both of the three months ended September 30, 2022 and 2021. We recognized revenue related to this operating and administrative agreement of approximately $2.9 million for both of the nine months ended September 30, 2022 and 2021.

Terminaling services agreement— SeaPort Midstream Partners, LLC. We have a terminaling services agreement with SeaPort Midstream relating to our West Coast terminals. The agreement will expire in December 2022 and may be extended, at our sole discretion, for three months upon 30 days’ prior notice. In exchange for our minimum throughput commitment, SeaPort Midstream has agreed to provide us with approximately 14,000 barrels of storage capacity. We use this capacity to store and sell refined and renewable products. We recognized expense related to this agreement of approximately $0.1 million and ~~$0.7 million~~$nil for the three months ended September 30, ~~2021~~2022 and ~~2020, respectively,~~2021,

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Notes to consolidated financial statements (unaudited) (continued)

respectively. We recognized expense related to this agreement of approximately ~~$2.9~~$0.3 million and ~~$2.3 million~~$nil for the nine months ended September 30, ~~2021~~2022 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 agreement of approximately $1.8 million and $1.7 million for the three months ended September 30, 2021, ~~and 2020, respectively, and approximately $5.9 million and $5.5 million for the nine months ended September 30, 2021 and 2020,~~ 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~~$0.6 million and ~~$0.4~~$0.5 million for the three months ended September 30, 2022 and 2021, ~~and 2020, respectively, and~~respectively. We recognized revenue related to reimbursements from these affiliates of approximately ~~$1.7~~$1.8 million and ~~$1.0~~$1.7 million for the nine months ended September 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

Services agreement—TransMontaigne Management Company, LLC. Our executive officers who provide services to the Company are employed by TransMontaigne Management Company, LLC, a wholly owned subsidiary of ArcLight, which also provides services to certain other ArcLight affiliates. Pursuant to a services agreement between TMS and TransMontaigne Management Company, TMS continues to provide certain payroll functions and maintains all employee benefits programs on behalf of TransMontaigne Management Company. TransMontaigne Management Company is reimbursed for the payroll and benefits expenses related to the executive officers, plus a 1% administration fee. Aggregate fees paid by us to TransMontaigne Management Company with respect to the services agreement was approximately ~~$1.6~~$0.6 million and ~~$0.5~~$1.6 million for the three months ended September 30, 2022 and 2021, ~~and 2020, respectively, and~~respectively. Aggregate fees paid by us to TransMontaigne Management Company with respect to the services agreement was approximately ~~$2.7~~$1.9 million and ~~$2.2~~$2.7 million for the nine months ended September 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.

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


	September 30,		December 31,		September 30,		December 31,
	2021		2020		2022		2021
Trade accounts receivable	$	12,377	$	9,203	$	35,279	$	20,028

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				Nine months ended				Three months ended				Nine months ended
	September 30,				September 30,				September 30,				September 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Pilot Flying J	17	%	14	%	16	%	14	%
Freepoint Commodities LLC	10	%	9	%	10	%	10	%
Customer A									16	%	10	%	14	%	6	%
Customer B									7	%	11	%	8	%	11	%
Customer C									9	%	10	%	8	%	9	%

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Notes to consolidated financial statements (unaudited) (continued)

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

Other current assets were as follows (in thousands):

September 30,

December 31,

2021

2020

Prepaid insurance

$
3,035

$
2,123

Additive detergent

1,371

1,585

Revolving credit facility unamortized deferred debt issuance costs, net of accumulated amortization of $12,327 at September 30, 2021

844

—

Amounts due from insurance companies

484

668

Deposits and other assets

1,081

1,247

$
6,815

$
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 September 30, 2021.~~


	September 30,		December 31,
	2022		2021
Unrealized gain on derivative instruments	$	5,526	$	—
Prepaid insurance		2,726		1,913
Additive detergent		1,528		1,055
Amounts due from insurance companies		376		414
Deposits and other assets		2,087		3,110
	$	12,243	$	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 recognize our insurance recoveries in the period that we assess the likelihood of recovery as being probable. At both September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, we have recognized amounts due from insurance companies of approximately ~~$0.5~~$0.4 million, ~~and $0.7 million, respectively,~~ representing our best estimate of our probable insurance

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~~TransMontaigne Partners LLC and Subsidiaries~~

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

recoveries. During the nine months ended September 30, ~~2021,~~2022, we received reimbursements from insurance companies of approximately ~~$0.2~~$0.3 million and increased our estimate of our probable insurance recoveries by approximately $0.3 million.

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

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


	September 30,		December 31,		September 30,		December 31,
	2021		2020		2022		2021
Land	$	83,657	$	83,657	$	104,647	$	104,647
Terminals, pipelines and equipment		1,142,440		1,108,410		1,316,723		1,266,086
Furniture, fixtures and equipment		11,373		11,104		17,530		16,986
Construction in progress		23,784		22,824		16,219		32,997
		1,261,254		1,225,995		1,455,119		1,420,716
Less accumulated depreciation		(531,388)		(488,494)		(619,852)		(569,233)
	$	729,866	$	737,501	$	835,267	$	851,483

At September 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 ~~$555.2~~$587.3 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):


	September 30,		December 31,		September 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

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TransMontaigne Partners LLC and Subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

Goodwill is required to be tested for impairment annually unless events or changes in circumstances indicate it is more likely than not that an impairment loss has been incurred at an interim date. Our annual test for the impairment of goodwill is performed as of December 31. The impairment test is performed at the reporting unit level. Our reporting units are our business segments (See Note 1516 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 September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, our Brownsville and West Coast terminals contained goodwill. We did 0tnot recognize any goodwill impairment charges during the three orand nine months ended September 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 September 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)

September 30,

December 31,

September 30,

December 31,


2021

2020

2021

2020

BOSTCO

42.5
%
42.5
%
$
201,327

$
201,912

Frontera

50
%
50
%

22,464

24,036

Total investments in unconsolidated affiliates

$
223,791

$
225,948


	Percentage of				Carrying value
	ownership				(in thousands)
	September 30,		December 31,		September 30,		December 31,
	2022		2021		2022		2021
BOSTCO	42.5	%	42.5	%	$	198,083	$	200,301
Olympic Pipeline Company	30	%	30	%		77,789		80,941
SeaPort Midstream	51	%	51	%		30,220		29,136
Frontera	50	%	50	%		21,790		22,314
Total investments in unconsolidated affiliates					$	327,882	$	332,692

At September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, our investment in BOSTCO includes approximately ~~$6.3~~$6.1 million and ~~$6.4~~$6.2 million, respectively, of excess investment related to a one time buy-in fee to acquire our 42.5% interest and capitalization of interest on our investment during the construction of BOSTCO amortized over the useful life of the assets. Excess investment is the amount by which our investment exceeds our proportionate share of the book value of the net assets of the BOSTCO entity.

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

Three months ended

Nine months ended

September 30,

September 30,


2021

2020

2021

2020
BOSTCO

$
1,063

$
1,132

$
4,156

$
3,942
Frontera

330

657

1,592

1,850
Total earnings from investments in unconsolidated affiliates

$
1,393

$
1,789

$
5,748

$
5,792

~~Additional capital investments in unconsolidated affiliates for the funding~~Olympic Pipeline Company includes approximately $5.8 million and $6.0 million, respectively, of ~~growth projects was as follows (in thousands):~~

Three months ended

Nine months ended

September 30,

September 30,


2021

2020

2021

2020
BOSTCO

$
527

$
2,508

$
3,349

$
5,679
Frontera

—

—

—

—
Additional capital investments in unconsolidated affiliates

$
527

$
2,508

$
3,349

$
5,679

excess investment related to property, plant and equipment

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TransMontaigne Partners LLC and Subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

being amortized over the useful life of 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.

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


	Three months ended				Nine months ended
	September 30,				September 30,
	2022		2021		2022		2021
BOSTCO	$	2,629	$	1,063	$	4,936	$	4,156
Olympic Pipeline Company		(407)		2,319		2,951		5,516
SeaPort Midstream		534		79		1,084		571
Frontera		166		330		808		1,592
Total earnings from investments in unconsolidated affiliates	$	2,922	$	3,791	$	9,779	$	11,835

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


	Three months ended				Nine months ended
	September 30,				September 30,
	2022		2021		2022		2021
BOSTCO	$	—	$	527	$	—	$	3,349
Olympic Pipeline Company		—		—		—		—
SeaPort Midstream		—		—		—		—
Frontera		—		—		—		—
Additional capital investments in unconsolidated affiliates	$	—	$	527	$	—	$	3,349

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


	Three months ended				Nine months ended				Three months ended				Nine months ended
	September 30,				September 30,				September 30,				September 30,
	2021		2020		2021		2020		2022		2021		2022		2021
BOSTCO	$	2,998	$	3,201	$	8,090	$	8,254	$	2,978	$	2,998	$	7,154	$	8,090
Olympic Pipeline Company										1,399		990		6,103		3,222
SeaPort Midstream										—		—		—		—
Frontera		947		339		3,164		1,633		977		947		1,332		3,164
Cash distributions received from unconsolidated affiliates	$	3,945	$	3,540	$	11,254	$	9,887	$	5,354	$	4,935	$	14,589	$	14,476

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

Balance sheets:

BOSTCO

Frontera

September 30,

December 31,

September 30,

December 31,


2021

2020

2021

2020
Current assets

$
18,143

$
15,822

$
4,324

$
5,352
Long-term assets

460,362

464,971

42,032

43,939
Current liabilities

(15,286)

(17,543)

(1,428)

(1,219)
Long-term liabilities

(5,051)

(5,476)

—

—
Net assets

$
458,168

$
457,774

$
44,928

$
48,072

~~Statements of income:~~

BOSTCO

Frontera

Three months ended

Three months ended


September 30,

September 30,

2021

2020

2021

2020
Revenue

$
17,160

$
15,740

$
5,477

$
4,550
Expenses

(14,287)

(12,487)

(4,817)

(3,236)
Net income

$
2,873

$
3,253

$
660

$
1,314

BOSTCO

Frontera

Nine months ended

Nine months ended

September 30,

September 30,

2021

2020

2021

2020
Revenue

$
52,682

$
48,061

$
14,946

$
14,358
Expenses

(41,880)

(37,723)

(11,762)

(10,658)
Net income

$
10,802

$
10,338

$
3,184

$
3,700


	September 30,		December 31,
	2022		2021
Current assets	$	50,486	$	57,797
Long-term assets		751,391		760,169
Current liabilities		(30,754)		(38,701)
Long-term liabilities		(49,470)		(44,144)
Net assets	$	721,653	$	735,121

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Notes to consolidated financial statements (unaudited) (continued)

Statements of income:


	Three months ended				Nine months ended
	September 30,				September 30,
	2022		2021		2022		2021
Revenue	$	47,139	$	49,050	$	143,011	$	140,876
Expenses		(40,600)		(37,672)		(116,979)		(107,500)
Net income	$	6,539	$	11,378	$	26,032	$	33,376

~~(8)~~(9) OTHER ASSETS, NET

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


	September 30,		December 31,		September 30,		December 31,
	2021		2020		2022		2021
Customer relationships, net of accumulated amortization of $11,350 and $9,587, respectively	$	38,080	$	39,843
Revolving credit facility unamortized deferred debt issuance costs, net of accumulated amortization of $11,054 at December 31, 2020		—		2,117
Customer relationships, net of accumulated amortization of $17,309 and $14,913, respectively					$	48,221	$	50,617
Affiliate loan						27,212		—
Unrealized gain on derivative instruments						10,237		—
SeaPort Midstream member loan						1,259		1,259
Long-term customer receivables		601		1,347		23		536
Deposits and other assets		780		735		770		734
	$	39,461	$	44,042	$	87,722	$	53,146

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 approximately ten to twenty years.

~~Revolving~~Affiliate loan. On March 30, 2022, the Company and 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 ~~unamortized deferred debt issuance costs.~~ ~~Deferred debt issuance costs are amortized using~~and/or the ~~effective interest method over the term~~operations of its subsidiary Gulf Operating, LLC. The outstanding principal amount of the ~~related~~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 are party to a member revolving ~~credit facility. Our revolving credit facility matures on March 13,~~loan agreement with a total borrowing capacity of $5.0 million with Seaport Midstream due December 31, 2025. We are responsible for our proportionate share of 51% of this loan. At both September 30, 2022 and ~~therefore~~December 31, 2021, the ~~unamortized deferred debt issuance costs are presented as~~total outstanding borrowings were $2.5 million. Accordingly, we have recorded a ~~current asset in~~loan receivable of approximately $1.3 million, representing our ~~consolidated balance sheets as~~proportionate share of ~~September 30, 2021.~~

the outstanding borrowings.

Long-term customer receivables. Long-term customer receivables include amounts due under long-term terminaling services agreements, with certain of our ~~customers,~~customers; that provide for minimum annual throughput ~~commitments that~~commitments. Interim billings are billed to ~~the~~our customers based on actual throughput ~~volume~~volumes, whereas revenue is recognized for the minimum annual throughput commitment on a straight-line basis over the terms of the respective agreements.

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TransMontaigne Partners LLC and Subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

~~(9)~~(10) ACCRUED LIABILITIES

Accrued liabilities were as follows (in thousands):

September 30,

December 31,

2021

2020

Accrued compensation expense

$
11,507

$
12,283

Customer advances and deposits

11,337

10,689

Interest payable

3,036

7,619

Accrued property taxes

6,562

3,018

Accrued environmental obligations

1,861

983

Accrued expenses and other

257

140

$
34,560

$
34,732

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


	September 30,		December 31,
	2022		2021
Customer advances and deposits	$	11,209	$	10,572
Accrued compensation expense		10,770		12,497
Accrued property taxes		7,641		2,346
Interest payable		4,478		8,605
Accrued environmental obligations		1,078		1,812
Accrued expenses and other		2,380		1,919
	$	37,556	$	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 September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, we have accrued environmental obligations of approximately ~~$1.9~~$1.1 million and ~~$1.0~~$1.8 million, respectively, representing our best estimate of our remediation obligations. During the nine months ended September 30, ~~2021,~~2022, we made payments of approximately ~~$0.5~~$1.0 million towards our environmental remediation obligations. During the nine months ended September 30, ~~2021,~~2022, we

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~~TransMontaigne Partners LLC and Subsidiaries~~

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

increased our estimate of our future environmental remediation costs by approximately ~~$1.4~~$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.

~~(10)~~(11) DEBT

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



	September 30,		December 31,		September 30,		December 31,
	2021		2020		2022		2021
Revolving credit facility due in 2022:
Short-term debt	$	345,000	$	—
Senior secured term loan outstanding					$	992,500	$	1,000,000
Revolving credit facility outstanding						30,000		—
6.125% senior notes due in 2026						299,900		299,900
Unamortized deferred debt issuance costs ⁽¹⁾						(23,615)		(25,960)
Total debt						1,298,785		1,273,940
Current portion of senior secured term loan						(10,000)		(10,000)
Long-term debt		—		350,400	$	1,288,785	$	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 $3,155 and $2,441, respectively		(4,927)		(5,641)
Debt	$	639,973	$	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. For the three months ended September 30, 2022 and 2021, amortization of deferred debt issuance costs was approximately $1.1 million and $1.0 million, respectively.

For the nine months ended September 30, 2022 and 2021, amortization of deferred debt issuance costs was approximately $3.2 million and $2.9 million, respectively. For both of the three and nine months ended September 30, 2022 and 2021, expense related to one-time debt issuance costs to secure mortgages related to the Credit Agreement was approximately $2.6 million and $nil, respectively.

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TransMontaigne Partners LLC and Subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

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 the 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) 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 investments in unconsolidated affiliates.

~~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 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 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, ~~provides for~~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, beginning with the first full fiscal quarter of 2022, with (a) a ~~maximum borrowing line~~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 exceeds an amount equal to ~~$850 million. The terms~~35% of ~~our~~the aggregate revolving credit facility include covenants that restrict our ability to make cash distributions, acquisitions and investments, including investments in joint ventures. We may make distributions of cash to the extent of our “available cash” as defined in our LLC agreement. We may make acquisitions and investments that meet the definition of “permitted acquisitions”; “other investments” which may not exceed 5% of “consolidated net tangible assets”; and additional future “permitted JV investments” up to $175 million, which may include additional investments in BOSTCO. The primary financial covenants contained in our revolving credit facility are (i) a total leverage ratio test (not to exceed 5.25 to 1.0), (ii)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 sheet as of September 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 nine months ended September 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 nine months ended September 30, ~~2021~~2022 and ~~2020,~~2021, the weighted average interest rate on borrowings ~~under our revolving credit facility~~ was approximately ~~3.3%~~5.7% and 4.6%, respectively. At September 30, ~~2021~~2022 and December 31, ~~2020, our outstanding borrowings under our revolving credit facility were $345.0 million and $350.4 million, respectively. At both September 30,~~ 2021, ~~and December 31, 2020~~ our outstanding letters of credit were ~~$1.3 million.~~approximately $0.4 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 0no 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.

2022

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TransMontaigne Partners LLC and Subsidiaries

Notes to consolidated financial statements (unaudited) (continued)

~~established by the SEC.~~

~~(11)~~(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 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 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 $0.3~~$0.4 million is included in deferred compensation expense for both of the three months ended September 30, ~~2021~~2022 and ~~2020, respectively,~~2021. For savings and retention plan awards to employees, approximately ~~$1.2~~$1.7 million and $1.6 million is included in deferred compensation expense for the nine months ended September 30, ~~2021~~2022 and ~~2020,~~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 September 30, 2022 and 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 nine months ended September 30, 2022 and 2021, we recognized approximately $1.3 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.

~~(12)~~(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 nine months ended September 30, ~~2021~~2022 of approximately ~~$15.8~~$nil and $5.3 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 nine months ended September 30, 2021 and 2020, the Company was party to certain subleasing arrangements whereby the Company, as the primary obligor on the lease, has recognized sublease income for lease payments made by affiliates to the lessor.

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Notes to consolidated financial statements (unaudited) (continued)

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 nine months ended September 30, 2022 and 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.

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


	Three months ended				Nine months ended				Three months ended				Nine months ended
	September 30,				September 30,				September 30,				September 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Operating leases	$	1,308	$	1,191	$	3,757	$	3,538	$	1,390	$	1,308	$	4,179	$	3,757
Variable lease costs (including insignificant short-term leases)		215		190		679		616		329		215		941		679
Sublease income as primary obligor		(253)		(256)		(752)		(751)		(277)		(253)		(810)		(752)
Total lease costs	$	1,270	$	1,125	$	3,684	$	3,403	$	1,442	$	1,270	$	4,310	$	3,684

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


	Three months ended				Nine months ended				Three months ended				Nine months ended
	September 30,				September 30,				September 30,				September 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Cash outflows for operating leases	$	1,115	$	980	$	3,521	$	3,267	$	1,181	$	1,115	$	3,750	$	3,521
Weighted average remaining lease term (years)		28.90		18.23		28.90		18.23		27.79		28.90		27.79		28.90
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 September 30, ~~2021~~2022 and related imputed interest was as follows (in thousands):


Years ending December 31:
2021 (remainder of the year)	$	1,610
2022		5,306
2022 (remainder of the year)			$	1,642
2023		4,706		5,492
2024		4,250		5,288
2025		3,823		4,850
2026				3,544
Thereafter		67,794		73,140
Total lease payments		87,489		93,956
Less imputed interest		(37,943)		(40,347)
Present value of operating lease liabilities	$	49,546	$	53,609

Contract commitments. At September 30, ~~2021,~~2022, we have contractual commitments of approximately ~~$24.2~~$26.5 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)

~~(13)~~(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 no transfers into or out of Levels 1, 2, and 3 during the three and nine months ended September 30, ~~2021~~2022 and ~~2020.~~2021. The following methods and assumptions were used to estimate the fair value of financial instruments at September 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.

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

Debt. The estimated fair value of our $992.5 million senior secured term loan at September 30, 2022 was approximately $939.2 million based on observable market trades. The estimated fair value of our $299.9 million publicly traded senior notes at September 30, 2022 was approximately $250.4 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 September 30, 2021 was approximately $305.9 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)

~~(14)~~(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				Nine months ended				Three months ended				Nine months ended
	September 30,				September 30,				September 30,				September 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Terminaling services fees:
Firm commitments (ASC 842 revenue)	$	45,456	$	50,054	$	137,250	$	146,425	$	45,652	$	46,490	$	136,419	$	140,006
Firm commitments (ASC 606 revenue)		5,460		3,700		14,990		11,208		9,840		9,281		28,072		27,286
Total firm commitments revenue		50,916		53,754		152,240		157,633		55,492		55,771		164,491		167,292
Ancillary revenue (ASC 606 revenue)		10,853		10,141		32,500		30,484		18,404		13,050		51,235		37,887
Ancillary revenue (ASC 842 revenue)		201		411		1,076		1,994		587		326		1,448		1,457
Total ancillary revenue		11,054		10,552		33,576		32,478		18,991		13,376		52,683		39,344
Total terminaling services fees		61,970		64,306		185,816		190,111		74,483		69,147		217,174		206,636
Pipeline transportation fees (ASC 842 revenue)		—		887		638		2,631
Product sales (ASC 606 revenue)										100,840		70,083		280,714		168,172
Management fees (ASC 606 revenue)		4,673		3,926		14,422		12,675		2,990		2,817		8,997		8,480
Management fees (ASC 842 revenue)		337		309		996		910		360		337		1,053		996
Total management fees		5,010		4,235		15,418		13,585		3,350		3,154		10,050		9,476
Pipeline transportation fees (ASC 842 revenue)										—		—		—		638
Total revenue	$	66,980	$	69,428	$	201,872	$	206,327	$	178,673	$	142,384	$	507,938	$	384,922

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)	$	1,188	$	139	$	369	$	265	$	1,551	$	1,186	$	—	$	4,698
2022		1,696		457		1,475		1,061		2,342		1,862		—		8,893
2022 (remainder of the year)																	$	1,245	$	222	$	737	$	276	$	2,126	$	4,562	$	—	$	9,168
2023		232		32		1,475		530		—		204		—		2,473		1,802		514		2,247		546		6,085		8,813		—		20,007
2024		—		—		1,475		—		—		—		—		1,475		—		40		2,232		—		4,870		174		—		7,316
2025		—		—		1,475		—		—		—		—		1,475		—		—		2,232		—		4,870		—		—		7,102
2026																		—		—		546		—		4,833		—		—		5,379
Thereafter		—		—		361		—		—		—		—		361		—		—		—		—		4,003		—		—		4,003
Total estimated future ASC 606 revenue	$	3,116	$	628	$	6,630	$	1,856	$	3,893	$	3,252	$	—	$	19,375	$	3,047	$	776	$	7,994	$	822	$	26,787	$	13,549	$	—	$	52,975

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 September 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)	$	45,456
2022		157,084
2022 (remainder of the year)			$	44,665
2023		136,622		151,318
2024		79,277		105,478
2025		54,382		77,548
2026				57,702
Thereafter		494,356		469,623
Total estimated future ASC 842 revenue	$	967,177	$	906,334

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 89 of Notes to consolidated financial statements).

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


	Contracts under						Contracts under
	ASC 606		ASC 842			Total	ASC 606		ASC 842			Total
Trade accounts receivable at December 31, 2020	$	2,405	$	6,798	$	9,203
Trade accounts receivable at September 30, 2021	$	3,796	$	8,581	$	12,377
Trade accounts receivable at December 31, 2021							$	12,792	$	7,236	$	20,028
Trade accounts receivable at September 30, 2022							$	25,630	$	9,649	$	35,279


	Contracts under						Contracts under
	ASC 606		ASC 842			Total	ASC 606		ASC 842			Total
Long-term customer receivables at December 31, 2020	$	94	$	1,253	$	1,347
Long-term customer receivables at September 30, 2021	$	—	$	601	$	601
Long-term customer receivables at December 31, 2021							$	—	$	536	$	536
Long-term customer receivables at September 30, 2022							$	—	$	23	$	23

Revenue recognized during the nine months ended September 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 910 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						Contracts under
	ASC 606		ASC 842			Total	ASC 606		ASC 842		Total
Contract liabilities at December 31, 2020	$	1,044	$	14,465	$	15,509
Contract liabilities at September 30, 2021	$	1,469	$	13,562	$	15,031
Contract liabilities at December 31, 2021							$	1,301	$	12,605	$	13,906
Contract liabilities at September 30, 2022							$	1,658	$	10,905	$	12,563

Revenue recognized during the nine months ended September 30, ~~2021,~~2022, from amounts included in contract liabilities at December 31, ~~2020,~~2021, was approximately ~~$1.0~~$1.3 million for contracts under ASC 606 and approximately ~~$11.8~~$11.5 million for contracts under ASC 842.

~~(15)~~(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

Nine months ended

September 30,

September 30,


2021

2020

2021

2020
Gulf Coast Terminals:

Terminaling services fees

$
18,699

$
19,188

$
57,148

$
58,718
Management fees

12

6

37

18
Revenue

18,711

19,194

57,185

58,736
Operating costs and expenses

(5,422)

(5,201)

(16,484)

(16,373)
Net margins

13,289

13,993

40,701

42,363
Midwest Terminals:

Terminaling services fees

2,394

2,159

7,963

5,635
Pipeline transportation fees

—

482

—

1,426
Revenue

2,394

2,641

7,963

7,061
Operating costs and expenses

(474)

(720)

(1,743)

(1,996)
Net margins

1,920

1,921

6,220

5,065
Brownsville Terminals:

Terminaling services fees

4,427

3,568

12,719

11,232
Pipeline transportation fees

—

405

638

1,205
Management fees

1,454

1,233

4,048

4,002
Revenue

5,881

5,206

17,405

16,439
Operating costs and expenses

(2,329)

(2,312)

(6,920)

(7,449)
Net margins

3,552

2,894

10,485

8,990
River Terminals:

Terminaling services fees

3,534

3,255

10,449

8,588
Revenue

3,534

3,255

10,449

8,588
Operating costs and expenses

(1,590)

(1,529)

(4,823)

(4,188)
Net margins

1,944

1,726

5,626

4,400
Southeast Terminals:

Terminaling services fees

19,465

22,439

57,715

65,578
Management fees

298

178

830

710
Revenue

19,763

22,617

58,545

66,288
Operating costs and expenses

(5,809)

(6,428)

(17,641)

(17,330)
Net margins

13,954

16,189

40,904

48,958
West Coast Terminals:

Terminaling services fees

13,451

13,697

39,822

40,360
Management fees

10

9

30

27
Revenue

13,461

13,706

39,852

40,387
Operating costs and expenses

(4,283)

(4,016)

(14,454)

(14,014)
Net margins

9,178

9,690

25,398

26,373
Central Services:

Management fees

3,236

2,809

10,473

8,828
Revenue

3,236

2,809

10,473

8,828
Operating costs and expenses

(5,654)

(5,035)

(17,154)

(15,883)
Net margins

(2,418)

(2,226)

(6,681)

(7,055)
Total net margins

41,419

44,187

122,653

129,094
General and administrative expenses

(7,006)

(4,820)

(17,383)

(16,387)
Insurance expenses

(1,391)

(1,258)

(4,109)

(3,746)
Deferred compensation expense

(231)

(309)

(1,219)

(1,574)
Depreciation and amortization

(14,946)

(14,674)

(44,656)

(42,557)
Earnings from unconsolidated affiliates

1,393

1,789

5,748

5,792
Operating income

19,238

24,915

61,034

70,622
Other expenses

(8,068)

(8,085)

(24,255)

(25,773)
Net earnings

$
11,170

$
16,830

$
36,779

$
44,849


	Three months ended				Nine months ended
	September 30,				September 30,
	2022		2021		2022		2021
Gulf Coast Terminals:
Terminaling services fees	$	21,595	$	18,699	$	63,917	$	57,148
Management fees		17		12		47		37
Revenue		21,612		18,711		63,964		57,185
Operating costs and expenses		(5,965)		(5,422)		(16,931)		(16,484)
Net margins		15,647		13,289		47,033		40,701
Midwest Terminals:
Terminaling services fees		2,512		2,394		7,558		7,963
Revenue		2,512		2,394		7,558		7,963
Operating costs and expenses		(459)		(474)		(1,377)		(1,743)
Net margins		2,053		1,920		6,181		6,220
Brownsville Terminals:
Terminaling services fees		5,370		4,427		15,129		12,719
Management fees		1,480		1,454		4,467		4,048
Pipeline transportation fees		—		—		—		638
Revenue		6,850		5,881		19,596		17,405
Operating costs and expenses		(2,746)		(2,331)		(7,745)		(6,922)
Net margins		4,104		3,550		11,851		10,483
River Terminals:
Terminaling services fees		3,964		3,534		11,252		10,449
Revenue		3,964		3,534		11,252		10,449
Operating costs and expenses		(1,776)		(1,590)		(4,996)		(4,823)
Net margins		2,188		1,944		6,256		5,626
Southeast Terminals:
Terminaling services fees		17,581		19,465		52,243		57,715
Management fees		268		298		776		830
Revenue		17,849		19,763		53,019		58,545
Operating costs and expenses		(6,291)		(5,809)		(19,147)		(17,641)
Net margins		11,558		13,954		33,872		40,904
West Coast Terminals:
Product sales		100,840		70,083		280,714		168,172
Terminaling services fees		23,461		20,628		67,075		60,642
Management fees		10		10		31		30
Revenue		124,311		90,721		347,820		228,844
Cost of product sales		(96,173)		(65,769)		(269,335)		(157,765)
Operating costs and expenses		(8,747)		(7,304)		(26,396)		(23,906)
Costs and expenses		(104,920)		(73,073)		(295,731)		(181,671)
Net margins		19,391		17,648		52,089		47,173
Central Services:
Management fees		1,575		1,380		4,729		4,531
Revenue		1,575		1,380		4,729		4,531
Operating costs and expenses		(3,721)		(3,808)		(12,109)		(11,236)
Net margins		(2,146)		(2,428)		(7,380)		(6,705)
Total net margins		52,795		49,877		149,902		144,402
General and administrative		(6,967)		(7,425)		(22,430)		(18,575)
Insurance		(1,525)		(1,580)		(4,780)		(4,673)
Deferred compensation		(786)		(355)		(3,006)		(1,572)
Depreciation and amortization		(17,886)		(17,149)		(53,015)		(51,232)
Earnings from unconsolidated affiliates		2,922		3,791		9,779		11,835
Operating income		28,553		27,159		76,450		80,185
Other expenses (interest and deferred debt issuance costs)		(6,311)		(11,231)		(37,278)		(33,630)
Net earnings	$	22,242	$	15,928	$	39,172	$	46,555

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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 September 30, 2021

Gulf Coast

Midwest

Brownsville

River

Southeast

West Coast

Central


Terminals

Terminals

Terminals

Terminals

Terminals

Terminals

Services

Total

Revenue:

External customers

$
16,457

$
2,394

$
3,034

$
3,534

$
19,763

$
13,461

$
—

$
58,643

Affiliate customers

2,254

—

2,847

—

—

—

3,236

8,337

Revenue

$
18,711

$
2,394

$
5,881

$
3,534

$
19,763

$
13,461

$
3,236

$
66,980

Capital expenditures

$
3,589

$
14

$
2,412

$
719

$
3,077

$
6,993

$
46

$
16,850

Identifiable assets

$
135,403

$
16,936

$
111,033

$
50,140

$
244,199

$
273,019

$
13,678

$
844,408

Cash and cash equivalents

1,046

Investments in unconsolidated affiliates

223,791

Revolving credit facility unamortized deferred debt issuance costs, net

844

Other

3,921

Total assets

$
1,074,010


	Three months ended September 30, 2020																	Three months ended September 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	$	17,005	$	2,641	$	3,345	$	3,255	$	22,617	$	13,706	$	—	$	62,569
Affiliate customers		2,189		—		1,861		—		—		—		2,809		6,859
Terminal revenue																		$	21,612	$	2,512	$	6,850	$	3,964	$	17,849	$	23,471	$	1,575	$	77,833
Product sales																			—		—		—		—		—		100,840		—		100,840
Revenue	$	19,194	$	2,641	$	5,206	$	3,255	$	22,617	$	13,706	$	2,809	$	69,428		$	21,612	$	2,512	$	6,850	$	3,964	$	17,849	$	124,311	$	1,575	$	178,673
Capital expenditures	$	2,370	$	567	$	4,550	$	3,782	$	11,933	$	1,486	$	114	$	24,802		$	1,676	$	256	$	1,274	$	407	$	1,634	$	5,096	$	345	$	10,688
Identifiable assets																		$	138,367	$	16,317	$	113,502	$	46,565	$	234,074	$	448,007	$	11,055	$	1,007,887
Cash and cash equivalents																	Cash and cash equivalents																16,027
Investments in unconsolidated affiliates																	Investments in unconsolidated affiliates																327,882
Other																																	47,926
Total assets																																$	1,399,722


	Nine months ended September 30, 2021																Three months ended September 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	$	50,548	$	7,963	$	10,707	$	10,449	$	58,545	$	39,852	$	—	$	178,064
Affiliate customers		6,637		—		6,698		—		—		—		10,473		23,808
Terminal revenue																	$	18,711	$	2,394	$	5,881	$	3,534	$	19,763	$	20,638	$	1,380	$	72,301
Product sales																		—		—		—		—		—		70,083		—		70,083
Revenue	$	57,185	$	7,963	$	17,405	$	10,449	$	58,545	$	39,852	$	10,473	$	201,872	$	18,711	$	2,394	$	5,881	$	3,534	$	19,763	$	90,721	$	1,380	$	142,384
Capital expenditures	$	6,011	$	66	$	8,511	$	4,552	$	8,266	$	10,919	$	118	$	38,443	$	3,589	$	14	$	2,412	$	719	$	3,077	$	12,835	$	46	$	22,692


	Nine months ended September 30, 2020																Nine months ended September 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	$	52,315	$	7,061	$	10,493	$	8,588	$	66,288	$	40,387	$	—	$	185,132
Affiliate customers		6,421		—		5,946		—		—		—		8,828		21,195
Terminal revenue																	$	63,964	$	7,558	$	19,596	$	11,252	$	53,019	$	67,106	$	4,729	$	227,224
Product sales																		—		—		—		—		—		280,714		—		280,714
Revenue	$	58,736	$	7,061	$	16,439	$	8,588	$	66,288	$	40,387	$	8,828	$	206,327	$	63,964	$	7,558	$	19,596	$	11,252	$	53,019	$	347,820	$	4,729	$	507,938
Capital expenditures	$	6,330	$	924	$	15,036	$	5,794	$	18,940	$	5,545	$	998	$	53,567	$	8,594	$	713	$	3,145	$	699	$	6,407	$	16,932	$	590	$	37,080


	Nine months ended September 30, 2021

	Gulf Coast		Midwest		Brownsville		River		Southeast		West Coast		Central
	Terminals		Terminals		Terminals		Terminals		Terminals		Terminals		Services		Total
Revenue:
Terminal revenue	$	57,185	$	7,963	$	17,405	$	10,449	$	58,545	$	60,672	$	4,531	$	216,750
Product sales		—		—		—		—		—		168,172		—		168,172
Revenue	$	57,185	$	7,963	$	17,405	$	10,449	$	58,545	$	228,844	$	4,531	$	384,922
Capital expenditures	$	6,011	$	66	$	8,511	$	4,552	$	8,266	$	19,464	$	118	$	46,988

~~(16)~~(17) SUBSEQUENT EVENT

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

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

~~RECENT DEVELOPMENTS~~

~~COVID-19.~~We have taken proactive measures to deliver our services safely and reliably during the ongoing 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 continue to follow 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 current 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.

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 nine months ended September 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 SEPTEMBER 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.

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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 September 30,				Three months ended September 30,
	2021		2020		2022		2021
Terminaling services fees	$	61,970	$	64,306	$	74,483	$	69,147
Management fees						3,350		3,154
Pipeline transportation fees		—		887		—		—
Management fees		5,010		4,235
Revenue	$	66,980	$	69,428
Terminal revenue					$	77,833	$	72,301

~~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 September 30,
	2022		2021
Product sales	$	100,840	$	70,083
Cost of product sales		(96,173)		(65,769)
Product sales, gross margin	$	4,667	$	4,314

~~Total Revenue by Business Segment~~

Three months ended September 30,

2021

2020
Gulf Coast terminals

$
18,711

$
19,194
Midwest terminals

2,394

2,641
Brownsville terminals

5,881

5,206
River terminals

3,534

3,255
Southeast terminals

19,763

22,617
West Coast terminals

13,461

13,706
Central services

3,236

2,809
Revenue

$
66,980

$
69,428

The increase in product sales and cost of product sales for the three months ended September 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~~

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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 September 30,

2021

2020
Gulf Coast terminals

$
18,699

$
19,188
Midwest terminals

2,394

2,159
Brownsville terminals

4,427

3,568
River terminals

3,534

3,255
Southeast terminals

19,465

22,439
West Coast terminals

13,451

13,697
Central services

—

—
Terminaling services fees

$
61,970

$
64,306

The decrease in terminaling services fees at our Southeast terminals is primarily due to a customer terminating its terminaling services agreement effective December 31, 2020 at our Collins/Purvis, Mississippi terminal. During the second and third quarters of 2021 we re-contracted a portion of the available capacity. We are 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 the three months ended September 30, 2021 and 2020, are fees charged to affiliates of approximately $3.7 million and $2.9 million, respectively.~~

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

~~Firm Commitments and Ancillary Revenue~~

Three months ended September 30,

2021

2020

Firm commitments

$
50,916

$
53,754

Ancillary

11,054

10,552

Terminaling services fees

$
61,970

$
64,306

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

Less than 1 year remaining

$
12,954

26%
1 year or more, but less than 3 years remaining

22,990

45%
3 years or more, but less than 5 years remaining

3,605

7%
5 years or more remaining⁽¹⁾

11,367

22%
Total firm commitments for the three months ended September 30, 2021

$
50,916

~~_____________________________~~

~~(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

~~Table of Contents~~

~~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.~~

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

~~Pipeline Transportation Fees by Business Segment~~

Three months ended September 30,

2021

2020

Gulf Coast terminals

$
—

$
—

Midwest terminals

—

482

Brownsville terminals

—

405

River terminals

—

—

Southeast terminals

—

—

West Coast terminals

—

—

Central services

—

—

Pipeline transportation fees

$
—

$
887

~~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 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~~

Three months ended September 30,

2021

2020
Gulf Coast terminals

$
12

$
6
Midwest terminals

—

—
Brownsville terminals

1,454

1,233
River terminals

—

—
Southeast terminals

298

178
West Coast terminals

10

9
Central services

3,236

2,809
Management fees

$
5,010

$
4,235

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~~Included in management fees for the three months ended September 30, 2021 and 2020, are fees charged to affiliates of approximately $4.6 million and $4.0 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.

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

~~Operating Costs and Expenses~~

Three months ended September 30,

2021

2020

Wages and employee benefits

$
13,180

$
12,210

Utilities and communication charges

2,577

2,043

Repairs and maintenance

2,472

3,912

Office, rentals and property taxes

3,890

3,435

Vehicles and fuel costs

274

267

Environmental compliance costs

893

982

Other

2,275

2,392

Operating costs and expenses

$
25,561

$
25,241

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

~~Operating Costs and Expenses by Business Segment~~

Three months ended September 30,

2021

2020

Gulf Coast terminals

$
5,422

$
5,201

Midwest terminals

474

720

Brownsville terminals

2,329

2,312

River terminals

1,590

1,529

Southeast terminals

5,809

6,428

West Coast terminals

4,283

4,016

Central services

5,654

5,035

Operating costs and expenses

$
25,561

$
25,241

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 $7.0 ~~million and $4.8 million for the three months ended September 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 September 30, 2021 and 2020, the expense associated with insurance was approximately $1.4 million and $1.3 million, respectively.

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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 $0.3 million for the three months ended September 30, 2021 and 2020, respectively.

~~For the three months ended September 30, 2021 and 2020, depreciation and amortization expense was approximately $14.9 million and $14.7 million, respectively.~~

~~For both of the three months ended September 30, 2021 and 2020, interest expense was approximately $7.4 million.~~

~~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 September 30,

2021

2020

BOSTCO

$
1,063

$
1,132

Frontera

330

657

Total earnings from investments in unconsolidated affiliates

$
1,393

$
1,789

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

Three months ended September 30,

2021

2020
BOSTCO

$
527

$
2,508
Frontera

—

—
Additional capital investments in unconsolidated affiliates

$
527

$
2,508

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

Three months ended September 30,

2021

2020

BOSTCO

$
2,998

$
3,201

Frontera

947

339

Cash distributions received from unconsolidated affiliates

$
3,945

$
3,540

~~RESULTS OF OPERATIONS—NINE MONTHS ENDED SEPTEMBER 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

~~Table of Contents~~

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.

~~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~~

Nine months ended September 30,

2021

2020
Terminaling services fees

$
185,816

$
190,111
Pipeline transportation fees

638

2,631
Management fees

15,418

13,585
Revenue

$
201,872

$
206,327

~~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


	Nine months ended September 30,				Three months ended September 30,
	2021		2020		2022		2021
Gulf Coast terminals	$	57,185	$	58,736	$	21,612	$	18,711
Midwest terminals		7,963		7,061		2,512		2,394
Brownsville terminals		17,405		16,439		6,850		5,881
River terminals		10,449		8,588		3,964		3,534
Southeast terminals		58,545		66,288		17,849		19,763
West Coast terminals		39,852		40,387		23,471		20,638
Central services		10,473		8,828		1,575		1,380
Revenue	$	201,872	$	206,327
Terminal revenue					$	77,833	$	72,301

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

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

We refer to the fixed amount of revenue recognized pursuant to our terminaling services agreements as being “firm commitments.” Revenue recognized in excess of firm commitments and revenue recognized based solely on the volume of product distributed or injected are referred to as “ancillary.” In addition, “ancillary” revenue also includes fees received from ancillary services including heating and mixing of stored products, product transfer, railcar handling, butane

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blending, proceeds from the sale of product gains, wharfage and vapor recovery.

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

Terminaling Services Fees by Business Segment


		Nine months ended September 30,			Three months ended September 30,
		2021		2020	2022		2021
Gulf Coast terminals	$	57,148	$	58,718	$	21,595	$	18,699
Midwest terminals		7,963		5,635		2,512		2,394
Brownsville terminals		12,719		11,232		5,370		4,427
River terminals		10,449		8,588		3,964		3,534
Southeast terminals		57,715		65,578		17,581		19,465
West Coast terminals		39,822		40,360		23,461		20,628
Central services		—		—		—		—
Terminaling services fees	$	185,816	$	190,111	$	74,483	$	69,147

The ~~decrease~~increase in terminaling services fees at our Gulf Coast terminals is primarily due to ~~a customer terminating its terminaling services agreement effective December 31, 2020 at our Port Everglades North terminal. The~~contracting available capacity ~~was re-contracted during the fourth quarter of 2021.~~

~~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 in our Midwest terminals segment. The fees associated with this lease agreement are recognized as terminaling servicesincreased ancillary 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 capacity agreement with our customer who was contracted for 100% of our Razorback system through December 31, 2020.

The increase in terminaling services fees at our Brownsville terminals is primarily due to placing into service a newly constructed 175,000 barrel tank 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 ~~a customer terminating its~~available capacity at our Collins, Mississippi terminal and recontracting capacity at lower rates at our Collins, Mississippi terminal.

The increase in terminaling services ~~agreement effective December 31, 2020~~fees at our ~~Collins/Purvis, Mississippi terminal. During~~West Coast terminals is primarily a result of placing various growth projects into service during the ~~second~~first quarter of 2022 and ~~third quarters of 2021 we re-contracted a portion of the available capacity. We are currently in the process of identifying potential parties to re-contract the remaining available capacity.~~increased ancillary fees.

Included in terminaling services fees for the ~~nine~~three months ended September 30, ~~2021~~2022 and ~~2020,~~2021, are fees charged to affiliates of approximately ~~$9.3~~$3.0 million and ~~$8.3~~$3.6 million, respectively.

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

Firm Commitments and Ancillary Revenue


	Nine months ended September 30,				Three months ended September 30,
	2021		2020		2022		2021
Firm commitments	$	152,240	$	157,633	$	55,492	$	55,771
Ancillary		33,576		32,478		18,991		13,376
Terminaling services fees	$	185,816	$	190,111	$	74,483	$	69,147

The remaining terms on the terminaling services agreements that generated “firm commitments” for the three months ended September 30, 2022 are as follows (in thousands):


Less than 1 year remaining	$	16,675	30%
1 year or more, but less than 3 years remaining		20,147	36%
3 years or more, but less than 5 years remaining		7,678	14%
5 years or more remaining⁽¹⁾		10,992	20%
Total firm commitments for the three months ended September 30, 2022	$	55,492

_____________________________

(1)

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

~~Pipeline Transportation Fees by Business Segment~~

Nine months ended September 30,

2021

2020

Gulf Coast terminals

$
—

$
—

Midwest terminals

—

1,426

Brownsville terminals

638

1,205

River terminals

—

—

Southeast terminals

—

—

West Coast terminals

—

—

Central services

—

—

Pipeline transportation fees

$
638

$
2,631

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


	Nine months ended September 30,				Three months ended September 30,
	2021		2020		2022		2021
Gulf Coast terminals	$	37	$	18	$	17	$	12
Midwest terminals		—		—		—		—
Brownsville terminals		4,048		4,002		1,480		1,454
River terminals		—		—		—		—
Southeast terminals		830		710		268		298
West Coast terminals		30		27		10		10
Central services		10,473		8,828		1,575		1,380
Management fees	$	15,418	$	13,585	$	3,350	$	3,154

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Included in management fees for the ~~nine~~three months ended September 30, ~~2021~~2022 and ~~2020,~~2021, are fees charged to affiliates of approximately ~~$14.5~~$3.1 million and ~~$12.8~~$2.8 million, respectively.

ANALYSIS OF COSTS AND EXPENSES

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

Operating Costs and Expenses


	Nine months ended September 30,				Three months ended September 30,
	2021		2020		2022		2021
Wages and employee benefits	$	39,604	$	36,828	$	13,407	$	13,055
Utilities and communication charges		7,266		6,652		3,850		2,997
Repairs and maintenance		9,238		11,117		2,796		2,656
Office, rentals and property taxes		11,516		10,309		4,809		4,479
Vehicles and fuel costs		778		801		326		278
Environmental compliance costs		4,174		2,772		1,147		918
Other		6,643		8,754		3,370		2,355
Operating costs and expenses	$	79,219	$	77,233	$	29,705	$	26,738

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

Operating Costs and Expenses by Business Segment


	Nine months ended September 30,				Three months ended September 30,
	2021		2020		2022		2021
Gulf Coast terminals	$	16,484	$	16,373	$	5,965	$	5,422
Midwest terminals		1,743		1,996		459		474
Brownsville terminals		6,920		7,449		2,746		2,331
River terminals		4,823		4,188		1,776		1,590
Southeast terminals		17,641		17,330		6,291		5,809
West Coast terminals		14,454		14,014		8,747		7,304
Central services		17,154		15,883		3,721		3,808
Operating costs and expenses	$	79,219	$	77,233	$	29,705	$	26,738

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 ~~$17.4~~ $7.0 million and ~~$16.4~~$7.4 million for the ~~nine~~three months ended September 30, 2022 and 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 ~~nine~~three months ended September 30, ~~2021~~2022 and ~~2020,~~2021, the expense associated with insurance was approximately ~~$4.1~~$1.5 million and ~~$3.7~~$1.6 million, respectively.

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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 ~~$1.2~~$0.8 million and ~~$1.6~~$0.4 million for the ~~nine~~three months ended September 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

For the ~~nine~~three months ended September 30, ~~2021~~2022 and ~~2020,~~2021, depreciation and amortization expense was approximately ~~$44.7~~$17.9 million and ~~$42.6~~$17.1 million, respectively. ~~The increase in depreciation and amortization expense for~~

For the ~~nine~~three months ended September 30, ~~2021 is attributable to placing expansion projects in service throughout the past year.~~

~~For the nine months ended September 30, 2021~~2022 and ~~2020,~~2021, interest expense was approximately ~~$22.3~~$2.6 million and ~~$23.9~~$10.2 million, respectively. The decrease in interest expense ~~for the nine months ended September 30, 2021~~ is primarily attributable to ~~decreases in LIBOR based~~an approximately $15.8 million unrealized gain on our $500 million interest ~~rates.~~rate swap agreements.

ANALYSIS OF INVESTMENTS IN UNCONSOLIDATED AFFILIATES

Our investments in unconsolidated affiliates include a 42.5% Class A ownership interest in 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

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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):


	Nine months ended September 30,				Three months ended September 30,
	2021		2020		2022		2021
BOSTCO	$	4,156	$	3,942	$	2,629	$	1,063
Olympic Pipeline Company						(407)		2,319
SeaPort Midstream						534		79
Frontera		1,592		1,850		166		330
Total earnings from investments in unconsolidated affiliates	$	5,748	$	5,792	$	2,922	$	3,791

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


	Nine months ended September 30,				Three months ended September 30,
	2021		2020		2022		2021
BOSTCO	$	3,349	$	5,679	$	—	$	527
Olympic Pipeline Company						—		—
SeaPort Midstream						—		—
Frontera		—		—		—		—
Additional capital investments in unconsolidated affiliates	$	3,349	$	5,679	$	—	$	527

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


	Nine months ended September 30,				Three months ended September 30,
	2021		2020		2022		2021
BOSTCO	$	8,090	$	8,254	$	2,978	$	2,998
Olympic Pipeline Company						1,399		990
SeaPort Midstream						—		—
Frontera		3,164		1,633		977		947
Cash distributions received from unconsolidated affiliates	$	11,254	$	9,887	$	5,354	$	4,935

RESULTS OF OPERATIONS—NINE MONTHS ENDED SEPTEMBER 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.

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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


	Nine months ended September 30,
	2022		2021
Terminaling services fees	$	217,174	$	206,636
Management fees		10,050		9,476
Pipeline transportation fees		—		638
Terminal revenue	$	227,224	$	216,750

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.

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


	Nine months ended September 30,
	2022		2021
Product sales	$	280,714	$	168,172
Cost of product sales		(269,335)		(157,765)
Product sales, gross margin	$	11,379	$	10,407

The increase in product sales and cost of product sales for the nine months ended September 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


	Nine months ended September 30,
	2022		2021
Gulf Coast terminals	$	63,964	$	57,185
Midwest terminals		7,558		7,963
Brownsville terminals		19,596		17,405
River terminals		11,252		10,449
Southeast terminals		53,019		58,545
West Coast terminals		67,106		60,672
Central services		4,729		4,531
Terminal revenue	$	227,224	$	216,750

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that period. In addition, if a customer throughputs a volume of product exceeding the minimum volume, we would recognize additional revenue on this incremental volume. Our storage agreements require our customers to make minimum payments based on the volume of storage capacity available to the customer under the agreement, which results in a fixed amount of recognized revenue.

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

Terminaling Services Fees by Business Segment


		Nine months ended September 30,
		2022		2021
Gulf Coast terminals	$	63,917	$	57,148
Midwest terminals		7,558		7,963
Brownsville terminals		15,129		12,719
River terminals		11,252		10,449
Southeast terminals		52,243		57,715
West Coast terminals		67,075		60,642
Central services		—		—
Terminaling services fees	$	217,174	$	206,636

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

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 and increased ancillary fees.

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.

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 nine months ended September 30, 2022 and 2021, are fees charged to affiliates of approximately $8.7 million and $9.2 million, respectively.

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

Firm Commitments and Ancillary Revenue


	Nine months ended September 30,
	2022		2021
Firm commitments	$	164,491	$	167,292
Ancillary		52,683		39,344
Terminaling services fees	$	217,174	$	206,636

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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.

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

Management Fees by Business Segment


	Nine months ended September 30,
	2022		2021
Gulf Coast terminals	$	47	$	37
Midwest terminals		—		—
Brownsville terminals		4,467		4,048
River terminals		—		—
Southeast terminals		776		830
West Coast terminals		31		30
Central services		4,729		4,531
Management fees	$	10,050	$	9,476

Included in management fees for the nine months ended September 30, 2022 and 2021, are fees charged to affiliates of approximately $9.2 million and $8.5 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


	Nine months ended September 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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project maintenance schedules and other factors such as weather.

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

Operating Costs and Expenses


	Nine months ended September 30,
	2022		2021
Wages and employee benefits	$	40,779	$	39,051
Utilities and communication charges		10,590		8,608
Repairs and maintenance		9,534		9,882
Office, rentals and property taxes		14,354		13,223
Vehicles and fuel costs		985		789
Environmental compliance costs		3,572		4,317
Other		8,887		6,885
Operating costs and expenses	$	88,701	$	82,755

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

Operating Costs and Expenses by Business Segment


	Nine months ended September 30,
	2022		2021
Gulf Coast terminals	$	16,931	$	16,484
Midwest terminals		1,377		1,743
Brownsville terminals		7,745		6,922
River terminals		4,996		4,823
Southeast terminals		19,147		17,641
West Coast terminals		26,396		23,906
Central services		12,109		11,236
Operating costs and expenses	$	88,701	$	82,755

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 $22.4 million and $18.6 million for the nine months ended September 30, 2022 and 2021, respectively. The increase in general and administrative expenses for the nine months ended September 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 nine months ended September 30, 2022 and 2021, the expense associated with insurance was approximately $4.8 million and $4.7 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 $3.0 million and $1.6 million for the nine months ended September 30, 2022 and 2021, respectively.

For the nine months ended September 30, 2022 and 2021, depreciation and amortization expense was approximately $53.0 million and $51.2 million, respectively.

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For the nine months ended September 30, 2022 and 2021, interest expense was approximately $31.5 million and $30.7 million, respectively.

ANALYSIS OF INVESTMENTS IN UNCONSOLIDATED AFFILIATES

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


	Nine months ended September 30,
	2022		2021
BOSTCO	$	4,936	$	4,156
Olympic Pipeline Company		2,951		5,516
SeaPort Midstream		1,084		571
Frontera		808		1,592
Total earnings from investments in unconsolidated affiliates	$	9,779	$	11,835

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


	Nine months ended September 30,
	2022		2021
BOSTCO	$	—	$	3,349
Olympic Pipeline Company		—		—
SeaPort Midstream		—		—
Frontera		—		—
Additional capital investments in unconsolidated affiliates	$	—	$	3,349

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


	Nine months ended September 30,
	2022		2021
BOSTCO	$	7,154	$	8,090
Olympic Pipeline Company		6,103		3,222
SeaPort Midstream		—		—
Frontera		1,332		3,164
Cash distributions received from unconsolidated affiliates	$	14,589	$	14,476

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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):


	Nine months ended September 30,				Nine months ended September 30,
	2021		2020		2022		2021
Net cash provided by operating activities	$	83,223	$	94,741	$	59,871	$	97,509
Net cash used in investing activities	$	(41,792)	$	(59,246)	$	(62,080)	$	(50,337)
Net cash used in financing activities	$	(40,980)	$	(34,173)	$	(37)	$	(42,552)

The approximately $37.6 million decrease in net cash provided by operating activities is primarily ~~related~~attributable to the timing of working capital ~~requirements.~~requirements related to the Pacific Northwest Contribution on November 17, 2021.

The ~~decrease~~approximately $11.7 million increase in net cash used in investing activities is primarily related to a $25 million affiliate loan to our indirect parent, Pike Petroleum Holdings, LLC, on March 30, 2022, offset by less construction spend ~~in 2021.~~during 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 2022.~~through 2024. At September 30, ~~2021,~~2022, the remaining expenditures to complete the approved projects are estimated to be approximately ~~$30~~$45 million. These expenditures primarily relate to the construction costs associated with the expansion of our ~~Brownsville~~Southeast and West Coast operations.

The ~~increase~~approximately $42.5 million decrease in net cash used in financing activities ~~includes a decrease~~is primarily related to an increase of approximately ~~$9.7~~$35.4 million in net borrowings under our revolving credit facility, ~~primarily due~~the majority of which was used to ~~less spend~~fund the $25 million affiliate loan to our indirect parent, Pike Petroleum Holdings, LLC, on ~~growth capital projects in~~March 30, 2022.

~~Third amended and restated senior secured credit facility.~~ ~~Our~~ revolving credit facility, ~~provides for~~with a ~~maximum borrowing line~~letter of credit ~~equal to $850~~subfacility of $35 million. ~~At our request, the maximum borrowing line of credit may be increased by an additional $250 million, subject to the approval of the administrative agent~~The senior secured term loan will mature on November 17, 2028 and the ~~receipt of additional commitments from one or more lenders. The terms of our~~ revolving credit facility ~~include covenants that restrict~~will terminate (a) on November 14, 2025 in the event our ~~ability~~6.125% senior notes due in 2026 are not refinanced on or prior to ~~make cash distributions, acquisitions and investments, including investments~~such date or (b) in ~~joint ventures. We may make distributions~~the event the senior notes have been refinanced on or prior to November 14, 2025, the earlier of ~~cash to~~(i) 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 thenew maturity date ~~March 13, 2022,~~of the refinanced senior notes and ~~is therefore presented as a current liability in our consolidated balance sheet as of September 30 2021. We expect to renew or extend our revolving credit facility prior to the maturity date.~~

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.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 September 30, 2021, our outstanding borrowings~~

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 ~~our revolving credit facility were $345.0 million.~~

~~Our revolving credit facility also contains customary representations and warranties (including those relating~~the Credit Agreement bear interest, at either an adjusted LIBOR rate (subject to ~~organization and authorization, compliance with laws, absence~~a 0.50% floor) plus an applicable margin of ~~defaults, material agreements and litigation) and customary events~~3.50% or an alternate base rate plus an applicable margin 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 our revolving credit facility are (i) a2.50% per

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~~total leverage~~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 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, in each case quarterly in arrears.

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.


									Nine			Twelve
	Three months ended								months ending			months ending
	December 31,		March 31,		June 30,		September 30,		September 30,			September 30,
	2021		2022		2022		2022		2022			2022
Financial performance covenant tests:
Net earnings (loss)	$	(8,220)	$	5,871	$	11,059	$	22,242	$	39,172		$	30,952
Interest expense		11,947		14,573		14,347		2,599		31,519			43,466
Deferred debt issuance costs		7,721		1,008		1,039		3,712		5,759			13,480
State franchise taxes (income taxes)		371		415		625		578		1,618			1,989
Depreciation and amortization		17,252		17,500		17,629		17,886		53,015			70,267
Deferred compensation		14,191		1,444		776		786		3,006			17,197
One-time acquisition expenses		54		—		193		—		193			247
Proportionate share of unconsolidated affiliates' depreciation and amortization		4,028		4,076		4,050		4,735		12,861			16,889
Consolidated EBITDA⁽¹⁾	$	47,344	$	44,887	$	49,718	$	52,538	$	147,143		$	194,487
Maintenance capital				(3,255)		(4,107)		(6,364)		(13,726)
Total			$	41,632	$	45,611	$	46,174	$	133,417

Debt service:
Interest expense			$	14,573	$	14,347	$	2,599	$	31,519
Unrealized gain on derivative instruments				—		—		15,763		15,763
Scheduled principal payments				2,500		2,500		2,500		7,500
Total			$	17,073	$	16,847	$	20,862	$	54,782

Credit Agreement debt service coverage ratio (>1.1x)										2.44	x

(1)

Reflects the calculation of Consolidated EBITDA in accordance with the definition in 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 revolving credit facility.~~the Credit Agreement. Borrowings under ~~our revolving credit facility~~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 annum. We manage a portion of our interest rate risk with interest rate swaps, which reduce 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 September 30, ~~2021,~~2022, we are party to interest rate swap agreements with an aggregate notional amount of $500 million that expire on August 18, 2025. Pursuant to the terms of the interest rate swap agreements, we 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 September 30, 2022, we had outstanding borrowings of ~~$345.0~~$1,022.5 million under ~~our revolving credit facility.~~the Credit Agreement. Based on the outstanding balance of our variable-interest-rate debt, ~~at September 30, 2021,~~ assuming market interest rates increase or decrease by 100 basis points, the potential annual increase or decrease in interest expense is approximately ~~$3.5~~$5.2 million.

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

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Company evaluated, with the participation of the Certifying Officers, the effectiveness of our disclosure controls and procedures as of September 30, ~~2021,~~2022, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, the Certifying Officers concluded that, as of September 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.

Part II. Other Information

ITEM 1. LEGAL PROCEEDINGS

See Part I, Item 1, Note 1213 to our unaudited consolidated financial statements entitled “Legal proceedings” which is incorporated into this item by reference.

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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 September 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).

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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: November ~~12, 2021~~10, 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

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	BOSTCO				Frontera
	September 30,		December 31,		September 30,		December 31,
	2021		2020		2021		2020
Current assets	$	18,143	$	15,822	$	4,324	$	5,352
Long-term assets		460,362		464,971		42,032		43,939
Current liabilities		(15,286)		(17,543)		(1,428)		(1,219)
Long-term liabilities		(5,051)		(5,476)		—		—
Net assets	$	458,168	$	457,774	$	44,928	$	48,072


Less than 1 year remaining	$	12,954	26%
1 year or more, but less than 3 years remaining		22,990	45%
3 years or more, but less than 5 years remaining		3,605	7%
5 years or more remaining⁽¹⁾		11,367	22%
Total firm commitments for the three months ended September 30, 2021	$	50,916