Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 30, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | TransMontaigne Partners L.P. | |
Entity Central Index Key | 1319229 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 16,124,566 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 |
Consolidated_balance_sheets
Consolidated balance sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $918 | $3,304 |
Trade accounts receivable, net | 8,761 | 9,359 |
Due from affiliates | 1,194 | 1,316 |
Other current assets | 2,772 | 3,065 |
Total current assets | 13,645 | 17,044 |
Property, plant and equipment, net | 385,840 | 385,301 |
Goodwill | 8,485 | 8,485 |
Investments in unconsolidated affiliates | 248,090 | 249,676 |
Other assets, net | 3,972 | 3,551 |
TOTAL ASSETS | 660,032 | 664,057 |
Current liabilities: | ||
Trade accounts payable | 6,565 | 6,887 |
Accrued liabilities | 11,010 | 9,835 |
Total current liabilities | 17,575 | 16,722 |
Other liabilities | 3,541 | 3,870 |
Long-term debt | 250,000 | 252,000 |
Total liabilities | 271,116 | 272,592 |
Commitments and contingencies (Note 15) | ||
Partners' equity: | ||
Common unitholders (16,124,566 units issued and outstanding at March 31, 2015 and December 31, 2014) | 331,121 | 333,619 |
General partner interest (2% interest with 329,073 equivalent units outstanding at March 31, 2015 and December 31, 2014) | 57,795 | 57,846 |
Total partners' equity | 388,916 | 391,465 |
TOTAL LIABILITIES AND EQUITY | $660,032 | $664,057 |
Consolidated_balance_sheets_Pa
Consolidated balance sheets (Parenthetical) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Consolidated balance sheets | ||
Common unitholders, units issued | 16,124,566 | 16,124,566 |
Common unitholders, units outstanding | 16,124,566 | 16,124,566 |
General partner interest (as a percent) | 2.00% | 2.00% |
General partner interest, equivalent units outstanding | 329,073 | 329,073 |
Consolidated_statements_of_ope
Consolidated statements of operations (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenue: | ||
External customers | $25,299 | $13,623 |
Affiliates | 12,598 | 24,430 |
Total revenue | 37,897 | 38,053 |
Operating costs and expenses and other: | ||
Direct operating costs and expenses | -14,954 | -15,392 |
Direct general and administrative expenses | -1,021 | -918 |
Allocated general and administrative expenses | -2,803 | -2,782 |
Allocated insurance expense | -934 | -914 |
Reimbursement of bonus awards expense | -525 | -375 |
Depreciation and amortization | -7,337 | -7,400 |
Earnings from unconsolidated affiliates | 2,056 | 163 |
Total operating costs and expenses and other | -25,518 | -27,618 |
Operating income | 12,379 | 10,435 |
Other expenses: | ||
Interest expense | -1,942 | -953 |
Amortization of deferred financing costs | -315 | -244 |
Total other expenses | -2,257 | -1,197 |
Net earnings | 10,122 | 9,238 |
Less-earnings allocable to general partner interest including incentive distribution rights | -1,850 | -1,756 |
Net earnings allocable to limited partners | $8,272 | $7,482 |
Net earnings per limited partner unit-basic and diluted (in dollars per unit) | $0.51 | $0.46 |
Consolidated_statements_of_par
Consolidated statements of partners' equity (USD $) | Common unitholders | General partner equivalent units | Total |
In Thousands, unless otherwise specified | |||
Balance at Dec. 31, 2013 | $350,505 | $57,962 | $408,467 |
Increase (Decrease) in Partners' Capital | |||
Distributions to unitholders | -42,561 | -7,283 | -49,844 |
Deferred equity-based compensation related to restricted phantom units | 721 | 721 | |
Purchase of common units by our long-term incentive plan and from affiliate | -342 | -342 | |
Net earnings | 25,296 | 7,167 | 32,463 |
Balance at Dec. 31, 2014 | 333,619 | 57,846 | 391,465 |
Increase (Decrease) in Partners' Capital | |||
Distributions to unitholders | -10,723 | -1,901 | -12,624 |
Deferred equity-based compensation related to restricted phantom units | 23 | 23 | |
Purchase of common units by our long-term incentive plan and from affiliate | -70 | -70 | |
Net earnings | 8,272 | 1,850 | 10,122 |
Balance at Mar. 31, 2015 | $331,121 | $57,795 | $388,916 |
Consolidated_statements_of_par1
Consolidated statements of partners' equity (Parenthetical) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Consolidated statements of partners' equity | ||
Purchase of common units by our long-term incentive plan and from affiliate (in units) | 2,001 | 8,004 |
Issuance of common units by our long-term incentive plan due to vesting of restricted phantom units (in units) | 20,500 |
Consolidated_statements_of_cas
Consolidated statements of cash flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net earnings | $10,122 | $9,238 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 7,337 | 7,400 |
Earnings from unconsolidated affiliates | -2,056 | -163 |
Distributions from unconsolidated affiliates | 3,642 | 750 |
Deferred equity-based compensation | 23 | 52 |
Amortization of deferred financing costs | 315 | 244 |
Amortization of deferred revenue | -309 | -740 |
Unrealized loss on derivative instrument | 149 | |
Changes in operating assets and liabilities: | ||
Trade accounts receivable, net | 598 | -601 |
Due from affiliates | 122 | -224 |
Other current assets | 293 | 191 |
Amounts due under long-term terminaling services agreements, net | 41 | 277 |
Trade accounts payable | -1,403 | -657 |
Due to affiliates | 57 | |
Accrued liabilities | 1,175 | -4,474 |
Net cash provided by operating activities | 20,049 | 11,350 |
Cash flows from investing activities: | ||
Investments in unconsolidated affiliates | -18,017 | |
Capital expenditures | -6,744 | -1,723 |
Net cash used in investing activities | -6,744 | -19,740 |
Cash flows from financing activities: | ||
Borrowings of debt under credit facility | 20,800 | 39,000 |
Repayments of debt under credit facility | -22,800 | -17,000 |
Deferred debt issuance costs | -997 | |
Distributions paid to unitholders | -12,624 | -12,136 |
Purchase of common units by our long-term incentive plan | -70 | -85 |
Net cash provided by (used in) financing activities | -15,691 | 9,779 |
Increase (decrease) in cash and cash equivalents | -2,386 | 1,389 |
Cash and cash equivalents at beginning of period | 3,304 | 3,263 |
Cash and cash equivalents at end of period | 918 | 4,652 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 1,615 | 945 |
Property, plant and equipment acquired with accounts payable | $2,354 | $341 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2015 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
(a) Nature of business | |
TransMontaigne Partners L.P. (“Partners,” “we,” “us” or “our”) was formed in February 2005 as a Delaware limited partnership initially to own and operate refined petroleum products terminaling and transportation facilities. 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, and in the Southeast. We provide integrated terminaling, storage, transportation and related services for companies engaged in the trading, distribution and marketing of light refined petroleum products, heavy refined petroleum products, crude oil, chemicals, fertilizers and other liquid products. | |
We are controlled by our general partner, TransMontaigne GP L.L.C. (“TransMontaigne GP”), which is an indirect wholly‑owned subsidiary of TransMontaigne LLC. At March 31, 2015, NGL Energy Partners LP (“NGL”) owned all of the issued and outstanding capital stock of TransMontaigne LLC, and as a result NGL is the indirect owner of our general partner. At March 31, 2015, TransMontaigne LLC and NGL had a significant interest in our partnership through their indirect ownership of an approximate 19% limited partner interest, a 2% general partner interest and the incentive distribution rights. | |
Prior to July 1, 2014, Morgan Stanley Capital Group Inc. (“Morgan Stanley Capital Group”), a wholly‑owned subsidiary of Morgan Stanley and the principal commodities trading arm of Morgan Stanley, owned all of the issued and outstanding capital stock of TransMontaigne LLC, and, as a result, Morgan Stanley was the indirect owner of our general partner. Effective July 1, 2014, Morgan Stanley consummated the sale of its 100% ownership interest in TransMontaigne LLC to NGL. | |
In addition to the sale of our general partner to NGL, NGL acquired the common units owned by TransMontaigne LLC and affiliates of Morgan Stanley and assumed Morgan Stanley Capital Group’s obligations under our light-oil terminaling services agreements in Florida and the Southeast regions, excluding the Collins/Purvis tankage (collectively, the “NGL Acquisition”). All other terminaling services agreements with Morgan Stanley Capital Group remained with Morgan Stanley Capital Group. The NGL Acquisition did not involve the sale or purchase of any of our common units held by the public and our common units continue to trade on the New York Stock Exchange. | |
(b) Basis of presentation and use of estimates | |
Our accounting and financial reporting policies conform to accounting principles and practices generally accepted in the United States of America. The accompanying consolidated financial statements include the accounts of TransMontaigne Partners L.P., a Delaware limited partnership, and its controlled subsidiaries. Investments where we do not have the ability to exercise control, but do have the ability to exercise significant influence, are accounted for using the equity method of accounting. All inter‑company accounts and transactions have been eliminated in the preparation of the accompanying consolidated financial statements. The accompanying consolidated financial statements include all adjustments (consisting of normal and recurring accruals) considered necessary to present fairly our financial position as of March 31, 2015 and December 31, 2014 and our results of operations for the three months ended March 31, 2015 and 2014. | |
The preparation of financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. The following estimates, in management’s opinion, are subjective in nature, require the exercise of judgment, and involve complex analyses: useful lives of our plant and equipment, accrued environmental obligations and determining the fair value of our reporting units when analyzing goodwill. Changes in these estimates and assumptions will occur as a result of the passage of time and the occurrence of future events. Actual results could differ from these estimates. | |
(c) Accounting for terminal and pipeline operations | |
In connection with our terminal and pipeline operations, we utilize the accrual method of accounting for revenue and expenses. We generate revenue in our terminal and pipeline operations from terminaling services fees, transportation fees, management fees and cost reimbursements, fees from other ancillary services and gains from the sale of refined products. Terminaling services revenue is recognized ratably over the term of the agreement for storage fees and minimum revenue commitments that are fixed at the inception of the agreement and when product is delivered to the customer for fees based on a rate per barrel of throughput; transportation revenue is recognized when the product has been delivered to the customer at the specified delivery location; management fee revenue and cost reimbursements are recognized as the services are performed or as the costs are incurred; ancillary service revenue is recognized as the services are performed; and gains from the sale of refined products are recognized when the title to the product is transferred. | |
Pursuant to terminaling services agreements with certain of our throughput customers, we are entitled to the volume of product gained resulting from differences in the measurement of product volumes received and distributed at our terminaling facilities. Consistent with recognized industry practices, measurement differentials occur as the result of the inherent variances in measurement devices and methodology. We recognize as revenue the net proceeds from the sale of the product gained. For the three months ended March 31, 2015 and 2014, we recognized revenue of approximately $1.8 million and $3.6 million, respectively, for net product gained. Within these amounts, approximately $0.9 million and $2.5 million for the three months ended March 31, 2015 and 2014, respectively, were pursuant to terminaling services agreements with affiliate customers. | |
(d) Cash and cash equivalents | |
We consider all short‑term investments with a remaining maturity of three months or less at the date of purchase to be cash equivalents. | |
(e) Property, plant and equipment | |
Depreciation is computed using the straight‑line method. Estimated useful lives are 15 to 25 years for terminals and pipelines and 3 to 25 years for furniture, fixtures and equipment. All items of property, plant and equipment are carried at cost. Expenditures that increase capacity or extend useful lives are capitalized. Repairs and maintenance are expensed as incurred. | |
We evaluate long‑lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable based on expected undiscounted future cash flows attributable to that asset group. If an asset group is impaired, the impairment loss to be recognized is the excess of the carrying amount of the asset group over its estimated fair value. | |
(f) Investments in unconsolidated affiliates | |
We account for our investments in our 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 fair value. | |
(g) Environmental obligations | |
We accrue for environmental costs that relate to existing conditions caused by past operations when probable and reasonably estimable (see Note 10 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 5 of Notes to consolidated financial statements). We recognize our insurance recoveries as a credit to income in the period that we assess the likelihood of recovery as being probable (i.e., likely to occur). | |
TransMontaigne LLC agreed to indemnify us against certain potential environmental claims, losses and expenses that were identified on or before May 27, 2010 and that were associated with the ownership or operation of the Florida and Midwest terminal facilities prior to May 27, 2005, up to a maximum liability not to exceed $15.0 million for this indemnification obligation. TransMontaigne LLC agreed to indemnify us against certain potential environmental claims, losses and expenses that were identified on or before December 31, 2011 and that were associated with the ownership or operation of the Brownsville and River facilities prior to December 31, 2006, up to a maximum liability not to exceed $15.0 million for this indemnification obligation. TransMontaigne LLC agreed to indemnify us against certain potential environmental claims, losses and expenses that were identified on or before December 31, 2012 and that were associated with the ownership or operation of the Southeast terminals prior to December 31, 2007, up to a maximum liability not to exceed $15.0 million for this indemnification obligation. TransMontaigne LLC has agreed to indemnify us against certain potential environmental claims, losses and expenses that are identified on or before March 1, 2016 and that were associated with the ownership or operation of the Pensacola terminal prior to March 1, 2011, up to a maximum liability not to exceed $2.5 million for this indemnification obligation. | |
(h) Asset retirement obligations | |
Asset retirement obligations are legal obligations associated with the retirement of long‑lived assets that result from the acquisition, construction, development or normal use of the asset. Generally accepted accounting principles require that the fair value of a liability related to the retirement of long‑lived assets be recorded at the time a legal obligation is incurred. Once an asset retirement obligation is identified and a liability is recorded, a corresponding asset is recorded, which is depreciated over the remaining useful life of the asset. After the initial measurement, the liability is adjusted to reflect changes in the asset retirement obligation. If and when it is determined that a legal obligation has been incurred, the fair value of any liability is determined based on estimates and assumptions related to retirement costs, future inflation rates and interest rates. Our long‑lived assets consist of above‑ground storage facilities and underground pipelines. We are unable to predict if and when these long‑lived assets will become completely obsolete and require dismantlement. We have not recorded an asset retirement obligation, or corresponding asset, because the future dismantlement and removal dates of our long‑lived assets is indeterminable and the amount of any associated costs are believed to be insignificant. Changes in our assumptions and estimates may occur as a result of the passage of time and the occurrence of future events. | |
(i) Equity‑based compensation plan | |
Generally accepted accounting principles require us to measure the cost of services received in exchange for an award of equity instruments based on the grant‑date fair value of the award. That cost will be recognized over the period during which a board member or employee is required to provide services in exchange for the award. We are required to estimate the number of equity instruments that are expected to vest in measuring the total compensation cost to be recognized over the related service period. Compensation cost is recognized over the service period on a straight‑line basis. | |
(j) Accounting for derivative instruments | |
Generally accepted accounting principles require us to recognize all derivative instruments at fair value in the consolidated balance sheets as assets or liabilities (see Note 11 of Notes to consolidated financial statements). Changes in the fair value of our derivative instruments are recognized in earnings. | |
We did not have any derivative instruments at December 31, 2014. At March 31, 2015, our derivative instruments were limited to an interest rate swap agreement with a notional amount of $40.0 million that expires March 2018. Pursuant to the terms of the interest rate swap agreement, we pay a fixed rate of approximately 1.09% and receive an interest payment based on the one-month LIBOR. The net difference to be paid or received under the interest rate swap agreement is settled monthly and is recognized as an adjustment to interest expense. The fair value of our interest rate swap was determined using a pricing model based on the LIBOR swap rate and other observable market data. | |
(k) Income taxes | |
No provision for U.S. federal income taxes has been reflected in the accompanying consolidated financial statements because Partners is treated as a partnership for federal income taxes. As a partnership, all income, gains, losses, expenses, deductions and tax credits generated by Partners flow through to its unitholders. | |
Partners is a taxable entity under certain U.S. state jurisdictions, primarily Texas. Partners accounts for U.S. state income taxes under the asset and liability method pursuant to generally accepted accounting principles. U.S. state income taxes are not material. | |
(l) Net earnings per limited partner unit | |
Net earnings allocable to the limited partners, for purposes of calculating net earnings per limited partner unit, are net of the earnings allocable to the general partner interest and distributions payable to any restricted phantom units granted under the long‑term incentive plan that participate in Partners’ distributions (see Note 16 of Notes to consolidated financial statements). The earnings allocable to the general partner interest include the distributions of available cash (as defined by our partnership agreement) attributable to the period to the general partner interest, net of adjustments for the general partner’s share of undistributed earnings, and the incentive distribution rights. Undistributed earnings are the difference between the earnings and the distributions attributable to the period. Undistributed earnings are allocated to the limited partners and general partner interest based on their respective sharing of earnings or losses specified in the partnership agreement, which is based on their ownership percentages of 98% and 2%, respectively. The incentive distribution rights are not allocated a portion of the undistributed earnings given they are not entitled to distributions other than from available cash. Further, the incentive distribution rights do not share in losses under our partnership agreement. Basic net earnings per limited partner unit is computed by dividing net earnings allocable to limited partners by the weighted average number of limited partnership units outstanding during the period. Diluted net earnings per limited partner unit is computed by dividing net earnings allocable to the limited partners by the weighted average number of limited partnership units outstanding during the period and any potential dilutive securities outstanding during the period. | |
(m) Recent accounting pronouncements | |
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. The objective of this update is to clarify the principles for recognizing revenue and to develop a common revenue standard. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. We are currently evaluating the potential impact that the adoption will have on our disclosures and financial statements. | |
In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. The objective of this update is to present debt issuance costs in the balance sheet as a reduction from the related debt liability rather than as an asset. ASU 2015-03 is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. Upon adoption, our unamortized debt issuance costs will be reclassified from other assets, net to long-term debt. | |
TRANSACTIONS_WITH_AFFILIATES
TRANSACTIONS WITH AFFILIATES | 3 Months Ended |
Mar. 31, 2015 | |
TRANSACTIONS WITH AFFILIATES | |
TRANSACTIONS WITH AFFILIATES | (2) TRANSACTIONS WITH AFFILIATES |
Omnibus agreement. We have an omnibus agreement with TransMontaigne LLC that will continue in effect until the earlier to occur of (i) TransMontaigne LLC ceasing to control our general partner or (ii) the election of either us or TransMontaigne LLC, following at least 24 months’ prior written notice to the other parties. | |
Under the omnibus agreement we pay TransMontaigne LLC an administrative fee for the provision of various general and administrative services for our benefit. For the three months ended March 31, 2015 and 2014, the administrative fee paid to TransMontaigne LLC was approximately $2.8 million and $2.8 million, respectively. If we acquire or construct additional facilities, TransMontaigne LLC will propose a revised administrative fee covering the provision of services for such additional facilities. If the conflicts committee of our general partner agrees to the revised administrative fee, TransMontaigne LLC will provide services for the additional facilities pursuant to the agreement. The administrative fee includes expenses incurred by TransMontaigne LLC to perform centralized corporate functions, such as legal, accounting, treasury, insurance administration and claims processing, health, safety and environmental, information technology, human resources, credit, payroll, taxes and engineering and other corporate services, to the extent such services are not outsourced by TransMontaigne LLC. | |
The omnibus agreement further provides that we pay TransMontaigne LLC an insurance reimbursement for premiums on insurance policies covering our facilities and operations. For the three months ended March 31, 2015 and 2014, the insurance reimbursement paid to TransMontaigne LLC was approximately $0.9 million and $0.9 million, respectively. We also reimburse TransMontaigne LLC for direct operating costs and expenses that TransMontaigne LLC incurs on our behalf, such as salaries of operational personnel performing services on‑site at our terminals and pipelines and the cost of their employee benefits, including 401(k) and health insurance benefits. | |
Under the omnibus agreement we have agreed to reimburse TransMontaigne LLC for a portion of the incentive bonus awards made to key employees under the TransMontaigne Services LLC savings and retention plan, provided the compensation committee of our general partner determines that an adequate portion of the incentive bonus awards are allocated to an investment fund indexed to the performance of our common units. The value of our incentive bonus awards reimbursement for a single grant year may be no less than $1.5 million. Effective April 14, 2015, and beginning with our reimbursement for the 2015 incentive bonus awards, we have the option to provide the reimbursement in either cash or our common units, with the reimbursement payable by us in accordance with the underlying employee vesting and payment schedule of the TransMontaigne Services LLC savings and retention plan. Prior to the 2015 incentive bonus awards, we reimbursed our portion of the incentive bonus awards by making cash payments to TransMontaigne LLC over the first year that each applicable award was granted. Our expenses associated with the reimbursement of incentive bonus awards were approximately $0.5 million and $0.4 million for the three months ended March 31, 2015 and 2014, respectively. | |
The omnibus agreement also provides TransMontaigne LLC a right of first refusal to purchase our assets, subject to certain exceptions discussed below and provided that TransMontaigne LLC agrees to pay no less than 105% of the purchase price offered by the third party bidder. Before we enter into any contract to sell such terminal or pipeline facilities, we must give written notice of all material terms of such proposed sale to TransMontaigne LLC. TransMontaigne LLC will then have the sole and exclusive option, for a period of 45 days following receipt of the notice. Subject to certain exceptions discussed below, TransMontaigne LLC also has a right of first refusal to contract for the use of any petroleum product storage capacity that (i) is put into commercial service after January 1, 2008, or (ii) was subject to a terminaling services agreement that expires or is terminated (excluding a contract renewable solely at the option of our customer), provided that TransMontaigne LLC agrees to pay no less than 105% of the fees offered by the third party customer. The above rights of first refusal do not apply to any storage capacity or terminaling assets for which TransMontaigne LLC, or an affiliate of TransMontaigne LLC, has, subsequent to July 2013, elected to terminate (or not renew upon expiration) its existing terminaling services agreement relating thereto. | |
Environmental indemnification. In connection with our acquisition of the Florida and Midwest terminals, TransMontaigne LLC agreed to indemnify us against certain potential environmental claims, losses and expenses that were identified on or before May 27, 2010, and that were associated with the ownership or operation of the Florida and Midwest terminals prior to May 27, 2005. TransMontaigne LLC’s maximum liability for this indemnification obligation is $15.0 million. TransMontaigne LLC has no obligation to indemnify us for losses until such aggregate losses exceed $250,000. TransMontaigne LLC has no indemnification obligations with respect to environmental claims made as a result of additions to or modifications of environmental laws promulgated after May 27, 2005. | |
In connection with our acquisition of the Brownsville, Texas and River terminals, TransMontaigne LLC agreed to indemnify us against potential environmental claims, losses and expenses that were identified on or before December 31, 2011, and that were associated with the ownership or operation of the Brownsville and River facilities prior to December 31, 2006. TransMontaigne LLC’s maximum liability for this indemnification obligation is $15.0 million. TransMontaigne LLC has no obligation to indemnify us for losses until such aggregate losses exceed $250,000. The deductible amount, cap amount and limitation of time for indemnification do not apply to any environmental liabilities known to exist as of December 31, 2006. TransMontaigne LLC has no indemnification obligations with respect to environmental claims made as a result of additions to or modifications of environmental laws promulgated after December 31, 2006. | |
In connection with our acquisition of the Southeast terminals, TransMontaigne LLC agreed to indemnify us against potential environmental claims, losses and expenses that were identified on or before December 31, 2012, and that were associated with the ownership or operation of the Southeast terminals prior to December 31, 2007. TransMontaigne LLC’s maximum liability for this indemnification obligation is $15.0 million. TransMontaigne LLC has no obligation to indemnify us for losses until such aggregate losses exceed $250,000. The deductible amount, cap amount and limitation of time for indemnification do not apply to any environmental liabilities known to exist as of December 31, 2007. TransMontaigne LLC has no indemnification obligations with respect to environmental claims made as a result of additions to or modifications of environmental laws promulgated after December 31, 2007. | |
In connection with our acquisition of the Pensacola terminal, TransMontaigne LLC has agreed to indemnify us against potential environmental claims, losses and expenses that are identified on or before March 1, 2016, and that are associated with the ownership or operation of the Pensacola terminal prior to March 1, 2011. Our environmental losses must first exceed $200,000 and TransMontaigne LLC’s indemnification obligations are capped at $2.5 million. The deductible amount, cap amount and limitation of time for indemnification do not apply to any environmental liabilities known to exist as of March 1, 2011. TransMontaigne LLC has no indemnification obligations with respect to environmental claims made as a result of additions to or modifications of environmental laws promulgated after March 1, 2011. | |
Terminaling services agreement—Florida and Midwest terminals. In connection with the NGL Acquisition, effective July 1, 2014, Morgan Stanley Capital Group assigned to NGL its obligations under our terminaling services agreement for light oil terminaling capacity at our Florida terminals. Effective September 16, 2014, we amended our long-term terminaling services agreement with RaceTrac Petroleum Inc. to include the use of gasoline, ethanol and diesel tankage at our Cape Canaveral, Port Manatee and Port Everglades South terminals. Simultaneous with the entry into the RaceTrac Petroleum Inc. agreement, we amended the Florida and Midwest terminaling services agreement to immediately terminate NGL’s obligations at our Cape Canaveral and Port Everglades South terminals, and to terminate NGL’s obligation at our Port Manatee terminal effective March 14, 2015. The tankage at Cape Canaveral and Port Everglades South became available to RaceTrac Petroleum Inc. on September 16, 2014. The tankage at Port Manatee is expected to become available to RaceTrac Petroleum Inc. in the third quarter of 2015, upon the completion of certain enhancements at this facility. | |
On October 31, 2014, NGL provided us the required 18 months’ prior notice that it will terminate its remaining obligations under the Florida and Midwest terminaling services agreement effective April 30, 2016, which constitutes NGL’s light oil terminaling capacity for approximately 1.1 million barrels at our Port Everglades North, Florida terminal. NGL has agreed to allow us to re-contract some of this tankage prior to its effective contract termination date. Accordingly, we have re-contracted approximately 0.5 million barrels of this capacity to World Fuel Services Corporation and RaceTrac Petroleum Inc. at similar rates charged to NGL. The 0.5 million barrels of tankage became available to these third party customers in May of 2015. | |
Effective May 31, 2014, the Florida tanks dedicated to bunker fuels were no longer subject to the Florida and Midwest terminaling services agreement. A large portion of this capacity has been re‑contracted to Glencore Ltd. effective June 1, 2014. | |
Under the Florida and Midwest terminaling services agreement, Morgan Stanley Capital Group had also contracted for our Mount Vernon, Missouri and Rogers, Arkansas terminals and the use of our Razorback Pipeline, which runs from Mount Vernon to Rogers. We refer to these terminals and the related pipeline as the Razorback system. This portion of the Florida and Midwest terminaling services agreement related to the Razorback system was terminated effective February 28, 2014. Effective March 1, 2014, we entered into a ten-year capacity agreement with Magellan Pipeline Company, L.P., covering 100% of the capacity of our Razorback system. | |
Under the Florida and Midwest terminaling services agreement, taking into consideration terminations, NGL is obligated to throughput a volume that, at the fee and tariff schedule contained in the agreement, will result in minimum throughput payments to us of approximately $5.7 million for the year ending December 31, 2015. The minimum annual throughput payment is reduced proportionately for any decrease in storage capacity due to out‑of‑service tank capacity or for capacity that has been vacated. | |
If a force majeure event occurs that renders us unable to perform our obligations with respect to an asset, the obligations would be temporarily suspended with respect to that asset. If a force majeure event continues for 30 consecutive days or more and results in a diminution in the storage capacity we make available, then the counterparty may terminate its obligations with respect to the asset affected by the force majeure event and their minimum revenue commitment would be reduced proportionately for the duration of the agreement. | |
Terminaling services agreement—Cushing terminal. In July 2011, we entered into a terminaling services agreement with Morgan Stanley Capital Group relating to our Cushing, Oklahoma facility that will expire in July 2019, subject to a five-year automatic renewal unless terminated by either party upon 180 days’ prior notice. In exchange for its minimum revenue commitment, we agreed to construct storage tanks and associated infrastructure to provide approximately 1.0 million barrels of crude oil capacity. These capital projects were completed and placed into service on August 1, 2012. Under this agreement, Morgan Stanley Capital Group agreed to throughput a volume of crude oil at our terminal that will, at the fee schedule contained in the agreement, result in minimum throughput payments to us of approximately $4.3 million for each one‑year period following the in‑service date of August 1, 2012. Subsequent to the NGL Acquisition, effective July 1, 2014, revenue associated with the Cushing tankage is recorded as revenue from external customers as opposed to revenue from affiliates. | |
If a force majeure event occurs that renders us unable to perform our obligations with respect to an asset, Morgan Stanley Capital Group’s obligations would be temporarily suspended with respect to that asset. If a force majeure event continues for 120 consecutive days or more and results in a diminution in the storage capacity we make available to Morgan Stanley Capital Group, Morgan Stanley Capital Group may terminate its obligations with respect to the asset affected by the force majeure event and their minimum revenue commitment would be reduced proportionately for the duration of the agreement. | |
Terminaling services agreement—Southeast terminals. In connection with the NGL Acquisition, effective July 1, 2014, Morgan Stanley Capital Group assigned to NGL its obligations under our terminaling services agreement relating to our Southeast terminals, excluding the Collins/Purvis tankage. The terminaling services agreement provisions pertaining to the Collins/Purvis tankage remained with Morgan Stanley Capital Group, and subsequent to the NGL Acquisition the revenue associated with the Collins/Purvis tankage is recorded as revenue from external customers as opposed to revenue from affiliates. The Southeast terminaling services agreement, excluding the Collins/Purvis tankage, will continue in effect unless and until NGL provides us at least 24 months’ prior notice of its intent to terminate the agreement. We have the right to terminate the terminaling services agreement effective at any time after July 31, 2023 by providing at least 24 months’ prior notice to NGL. | |
Under this agreement, NGL is obligated to throughput a volume of refined product at our Southeast terminals that will, at the fee schedule contained in the agreement, result in minimum throughput payments to us of approximately $27.0 million for the year ending December 31, 2015; with stipulated annual increases in throughput payments through July 31, 2015, and for each contract year thereafter the throughput payments will adjust based on increases in the United States Consumer Price Index. The minimum annual throughput payment is reduced proportionately for any decrease in storage capacity due to out‑of‑service tank capacity. | |
If a force majeure event occurs that renders us unable to perform our obligations with respect to an asset, the obligations would be temporarily suspended with respect to that asset. If a force majeure event continues for 30 consecutive days or more and results in a diminution in the storage capacity we make available, the counterparty may terminate its obligations with respect to the asset affected by the force majeure event and their minimum revenue commitment would be reduced proportionately for the duration of the agreement. | |
Terminaling services agreement—Collins/Purvis additional light oil tankage. In January 2010, we entered into a terminaling services agreement with Morgan Stanley Capital Group for additional light oil tankage relating to our Collins/Purvis, Mississippi facility that will expire in July 2018, after which the terminaling services agreement will continue in effect unless and until Morgan Stanley Capital Group provides us at least 24 months’ prior notice of its intent to terminate the agreement. In exchange for its minimum revenue commitment, we agreed to undertake certain capital projects to provide approximately 700,000 barrels of additional light oil capacity and other improvements at the Collins/Purvis terminal. These capital projects were completed and placed into service in July 2011. Under this agreement, Morgan Stanley Capital Group has agreed to throughput a volume of light oil products at our terminal that will, at the fee schedule contained in the agreement, result in minimum throughput payments to us of approximately $4.1 million for the one-year period following the in‑service date of July 2011 for the aforementioned capital projects, and for each contract year thereafter, subject to increases based on increases in the United States Consumer Price Index beginning July 1, 2018. Subsequent to the NGL Acquisition, effective July 1, 2014, revenue associated with the Collins/Purvis additional light oil tankage is recorded as revenue from external customers as opposed to revenue from affiliates. | |
If a force majeure event occurs that renders us unable to perform our obligations with respect to an asset, Morgan Stanley Capital Group’s obligations would be temporarily suspended with respect to that asset. If a force majeure event continues for 30 consecutive days or more and results in a diminution in the storage capacity we make available to Morgan Stanley Capital Group, Morgan Stanley Capital Group may terminate its obligations with respect to the asset affected by the force majeure event and their minimum revenue commitment would be reduced proportionately for the duration of the agreement. | |
Barge dock services agreement—Baton Rouge dock. Effective May 2013, we entered into a barge dock services agreement with Morgan Stanley Capital Group relating to our Baton Rouge, LA dock facility that will expire in May 2023, subject to a five-year automatic renewal unless terminated by either party upon 180 days’ prior notice. Under this agreement, Morgan Stanley Capital Group agreed to throughput a volume of refined product at our Baton Rouge dock facility that will, at the fee schedule contained in the agreement, result in minimum throughput payments to us of approximately $1.2 million for each of the first three years ending May 12, 2016 and approximately $0.9 million for each of the remaining seven years ending May 12, 2023. In exchange for its minimum throughput commitment, we agreed to provide Morgan Stanley Capital Group with exclusive access to our dock facility. Effective September 1, 2014, Morgan Stanley Capital Group assigned its rights and obligations under the Baton Rouge barge dock services agreement to Colonial Pipeline Company. Subsequent to the NGL Acquisition, effective July 1, 2014, revenue associated with the Baton Rouge barge dock services agreement is recorded as revenue from external customers as opposed to revenue from affiliates. | |
If a force majeure event occurs that renders us unable to perform our obligations, Morgan Stanley Capital Group’s obligations would be temporarily suspended. If a force majeure event continues for 120 consecutive days, Morgan Stanley Capital Group may terminate its obligations under this agreement. | |
Operations and reimbursement agreement—Frontera. Effective as of April 1, 2011, we entered into the Frontera Brownsville LLC joint venture, or “Frontera”, in which we have a 50% ownership interest. In conjunction with us entering into the joint venture, we agreed to 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. For the three months ended March 31, 2015 and 2014, we recognized revenue of approximately $1.2 million and $0.8 million, respectively, related to this operations and reimbursement agreement. | |
TERMINAL_ACQUISITION
TERMINAL ACQUISITION | 3 Months Ended |
Mar. 31, 2015 | |
TERMINAL ACQUISITION | |
TERMINAL ACQUISITION | (3) TERMINAL ACQUISITION |
On December 20, 2012, we acquired a 42.5%, general voting, Class A Member (“ownership”) interest in BOSTCO, for approximately $79 million, from Kinder Morgan Battleground Oil, LLC, a wholly owned subsidiary of Kinder Morgan Energy Partners, L.P. (“Kinder Morgan”). BOSTCO is a new terminal facility on the Houston Ship Channel designed to handle residual fuel, feedstocks, other black oils and distillates. The initial phase of BOSTCO involved the construction of 51 storage tanks with approximately 6.2 million barrels of storage capacity. The BOSTCO facility began initial commercial operation in the fourth quarter of 2013. Completion of the full 6.2 million barrels of storage capacity and related infrastructure occurred in the second quarter of 2014. | |
On June 5, 2013, we announced an expansion of BOSTCO for an additional 900,000 barrels of distillate tankage. Work on the expansion started in the second quarter of 2013, and was placed into service at the end of the third quarter of 2014. With the addition of this expansion project, BOSTCO has fully subscribed capacity of approximately 7.1 million barrels at an overall construction cost of approximately $529 million. Our total payments for the initial and for the expansion projects are estimated to be approximately $233 million, which includes our proportionate share of the BOSTCO project costs and necessary start‑up working capital, a one‑time buy‑in fee paid to Kinder Morgan to acquire our 42.5% interest and the capitalization of interest on our investment during the construction of BOSTCO. We have funded our payments for BOSTCO utilizing borrowings under our credit facility. | |
Our investment in BOSTCO entitles us to appoint a member to the Board of Managers of BOSTCO to vote our proportionate ownership share on general governance matters and to certain rights of approval over significant changes in, or expansion of, BOSTCO’s business. Kinder Morgan is responsible for managing BOSTCO’s day‑to‑day operations. Our 42.5% ownership interest does not allow us to control BOSTCO, but does allow us to exercise significant influence over its operations. Accordingly, we account for our investment in BOSTCO under the equity method of accounting. | |
CONCENTRATION_OF_CREDIT_RISK_A
CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE | ||||||||
CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE | (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, and in the Midwest. We have a concentration of trade receivable balances due from companies engaged in the trading, distribution and marketing of refined products and crude oil and the United States government. 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. We maintain allowances for potentially uncollectible accounts receivable. | ||||||||
Trade accounts receivable, net consists of the following (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Trade accounts receivable | $ | 9,225 | $ | 9,823 | ||||
Less allowance for doubtful accounts | -464 | -464 | ||||||
$ | 8,761 | $ | 9,359 | |||||
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 | Three Months Ended | |||||||
March 31, | March 31, | |||||||
2015 | 2014 | |||||||
NGL Energy Partners LP | 30 | % | — | % | ||||
Morgan Stanley Capital Group | 13 | % | 62 | % | ||||
OTHER_CURRENT_ASSETS
OTHER CURRENT ASSETS | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
OTHER CURRENT ASSETS. | ||||||||
OTHER CURRENT ASSETS | (5) OTHER CURRENT ASSETS | |||||||
Other current assets are as follows (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Amounts due from insurance companies | $ | 1,094 | $ | 1,233 | ||||
Additive detergent | 1,361 | 1,591 | ||||||
Deposits and other assets | 317 | 241 | ||||||
$ | 2,772 | $ | 3,065 | |||||
Amounts due from insurance companies. We periodically file claims for recovery of environmental remediation costs 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 (i.e., likely to occur). At March 31, 2015 and December 31, 2014, we have recognized amounts due from insurance companies of approximately $1.1 million and $1.2 million, respectively, representing our best estimate of our probable insurance recoveries. During the three months ended March 31, 2015, we received reimbursements from insurance companies of approximately $0.1 million. During the three months ended March 31, 2015, we did not adjust our estimate of probable insurance recoveries. | ||||||||
PROPERTY_PLANT_AND_EQUIPMENT_N
PROPERTY, PLANT AND EQUIPMENT, NET | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
PROPERTY, PLANT AND EQUIPMENT, NET | ||||||||
PROPERTY, PLANT AND EQUIPMENT, NET | (6) PROPERTY, PLANT AND EQUIPMENT, NET | |||||||
Property, plant and equipment, net is as follows (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Land | $ | 52,519 | $ | 52,519 | ||||
Terminals, pipelines and equipment | 568,495 | 566,677 | ||||||
Furniture, fixtures and equipment | 2,122 | 2,122 | ||||||
Construction in progress | 11,451 | 5,444 | ||||||
634,587 | 626,762 | |||||||
Less accumulated depreciation | -248,747 | -241,461 | ||||||
$ | 385,840 | $ | 385,301 | |||||
GOODWILL
GOODWILL | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
GOODWILL. | ||||||||
GOODWILL | (7) GOODWILL | |||||||
Goodwill is as follows (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Brownsville terminals | $ | 8,485 | $ | 8,485 | ||||
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 operating segments (see Note 18 of Notes to consolidated financial statements). The fair value of each reporting unit is determined on a stand‑alone basis from the perspective of a market participant and represents an estimate of the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to be impaired. | ||||||||
At March 31, 2015 and December 31, 2014, our only reporting unit that contained goodwill was our Brownsville terminals. We did not recognize any goodwill impairment charges during the three months ended March 31, 2015 or during the year ended December 31, 2014 for this reporting unit. However, a significant decline in the price of our common units with a resulting 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 terminals, could result in the recognition of an impairment charge in the future. | ||||||||
OTHER_ASSETS_NET
OTHER ASSETS, NET | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
OTHER ASSETS, NET | ||||||||
OTHER ASSETS, NET | (9) OTHER ASSETS, NET | |||||||
Other assets, net are as follows (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Amounts due under long-term terminaling services agreements: | ||||||||
External customers | $ | 552 | $ | 649 | ||||
Affiliates | 832 | 945 | ||||||
1,384 | 1,594 | |||||||
Deferred financing costs, net of accumulated amortization of $3,593 and $3,278, respectively | 1,820 | 1,138 | ||||||
Customer relationships, net of accumulated amortization of $1,738 and $1,687, respectively | 692 | 743 | ||||||
Deposits and other assets | 76 | 76 | ||||||
$ | 3,972 | $ | 3,551 | |||||
Amounts due under long‑term terminaling services agreements. We have long‑term terminaling services agreements with certain of our customers that provide for minimum payments that increase over the terms of the respective agreements. We recognize as revenue the minimum payments under the long‑term terminaling services agreements on a straight‑line basis over the term of the respective agreements. At March 31, 2015 and December 31, 2014, we have recognized revenue in excess of the minimum payments that are due through those respective dates under the long‑term terminaling services agreements resulting in an asset of approximately $1.4 million and $1.6 million, respectively. | ||||||||
Deferred financing costs. Deferred financing costs are amortized using the effective interest method over the term of the related credit facility (see Note 12 of Notes to consolidated financial statements). | ||||||||
Customer relationships. Other assets, net include certain customer relationships at our River terminals. These customer relationships are being amortized on a straight‑line basis over twelve years. | ||||||||
ACCRUED_LIABILITIES
ACCRUED LIABILITIES | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
ACCRUED LIABILITIES | ||||||||
ACCRUED LIABILITIES | (10) ACCRUED LIABILITIES | |||||||
Accrued liabilities are as follows (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Customer advances and deposits: | ||||||||
External customers | $ | 2,695 | $ | 2,756 | ||||
Affiliates | 2,677 | — | ||||||
5,372 | 2,756 | |||||||
Accrued property taxes | 1,497 | 892 | ||||||
Accrued environmental obligations | 1,376 | 1,524 | ||||||
Interest payable | 193 | 159 | ||||||
Rebate due to affiliate | — | 1,795 | ||||||
Accrued expenses and other | 2,572 | 2,709 | ||||||
$ | 11,010 | $ | 9,835 | |||||
Customer advances and deposits. We bill certain of our customers one month in advance for terminaling services to be provided in the following month. At March 31, 2015 and December 31, 2014, we have billed and collected from certain of our customers approximately $5.4 million and $2.8 million, respectively, in advance of the terminaling services being provided. | ||||||||
Accrued environmental obligations. At March 31, 2015 and December 31, 2014, we have accrued environmental obligations of approximately $1.4 million and $1.5 million, respectively, representing our best estimate of our remediation obligations. During the three months ended March 31, 2015, we made payments of approximately $0.1 million towards our environmental remediation obligations. During the three months ended March 31, 2015, we did not change our estimate of our future environmental remediation costs. 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. | ||||||||
Rebate due to affiliate. Pursuant to our terminaling services agreement related to the Southeast terminals, we agreed to rebate to our affiliate customer 50% of the proceeds we receive annually in excess of $4.2 million from the sale of product gains at our Southeast terminals. At March 31, 2015 and December 31, 2014, we have accrued a liability due to affiliate of approximately $nil and $1.8 million, respectively. During the three months ended March 31, 2015, we paid approximately $1.8 million to our affiliate customer for the rebate due for the year ended December 31, 2014. | ||||||||
OTHER_LIABILITIES
OTHER LIABILITIES | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
OTHER LIABILITIES | ||||||||
OTHER LIABILITIES | (11) OTHER LIABILITIES | |||||||
Other liabilities are as follows (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Advance payments received under long-term terminaling services agreements | $ | 282 | $ | 451 | ||||
Deferred revenue—ethanol blending fees and other projects | 3,110 | 3,419 | ||||||
Unrealized loss on derivative instrument | 149 | — | ||||||
$ | 3,541 | $ | 3,870 | |||||
Advance payments received under long‑term terminaling services agreements. We have long‑term terminaling services agreements with certain of our customers that provide for advance minimum payments. We recognize the advance minimum payments as revenue either on a straight‑line basis over the term of the respective agreements or when services have been provided based on volumes of product distributed. At March 31, 2015 and December 31, 2014, we have received advance minimum payments in excess of revenue recognized under these long‑term terminaling services agreements resulting in a liability of approximately $0.3 million and $0.5 million, respectively. | ||||||||
Deferred revenue—ethanol blending fees and other projects. Pursuant to agreements with our customers, we agreed to undertake certain capital projects that primarily pertain to providing ethanol blending functionality at certain of our Southeast terminals. Upon completion of the projects, our customers have paid us lump‑sum amounts that will be recognized as revenue on a straight‑line basis over the remaining term of the agreements. At March 31, 2015 and December 31, 2014, we have unamortized deferred revenue of approximately $3.1 million and $3.4 million, respectively, for completed projects. During the three months ended March 31, 2015 and 2014, we recognized revenue on a straight‑line basis of approximately $0.3 million and $0.7 million, respectively, for completed projects. | ||||||||
LONGTERM_DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2015 | |
LONG-TERM DEBT | |
LONG-TERM DEBT | (12) LONG‑TERM DEBT |
On March 9, 2011, we entered into an amended and restated senior secured credit facility, or “credit facility”, which has been subsequently amended from time to time. The most recent amendment to our credit facility was the Fifth Amendment, which was completed on February 26, 2015. This amendment extended the maturity date of the credit facility from March 9, 2016 to July 31, 2018, increased the maximum borrowing line of credit from $350 million to $400 million, and allowed for up to $125 million in additional future “permitted JV investments”, which may include additional investments in BOSTCO. In addition, the amendment allowed for, at our request, the maximum borrowing line of credit to be increased by an additional $100 million, subject to the approval of the administrative agent and the receipt of additional commitments from one or more lenders. | |
At March 31, 2015, the credit facility provides for a maximum borrowing line of credit equal to the lesser of (i) $400 million and (ii) 4.75 times Consolidated EBITDA (as defined: $368.7 million at March 31, 2015). At our request, the maximum borrowing line of credit may be increased by an additional $100 million, subject to the approval of the administrative agent and the receipt of additional commitments from one or more lenders. We may elect to have loans under the credit facility bear interest either (i) at a rate of LIBOR plus a margin ranging from 2% to 3% depending on the total leverage ratio then in effect, or (ii) at the base rate plus a margin ranging from 1% to 2% 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 the 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. | |
The terms of the 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 partnership 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 $125 million, which may include additional investments in BOSTCO. The principal balance of loans and any accrued and unpaid interest are due and payable in full on the maturity date, July 31, 2018. | |
The credit facility also contains customary representations and warranties (including those relating to organization and authorization, compliance with laws, absence of defaults, material agreements and litigation) and customary events of default (including those relating to monetary defaults, covenant defaults, cross defaults and bankruptcy events). The primary financial covenants contained in the credit facility are (i) a total leverage ratio test (not to exceed 4.75 times), (ii) a senior secured leverage ratio test (not to exceed 3.75 times) in the event we issue senior unsecured notes, and (iii) a minimum interest coverage ratio test (not less than 3.0 times). | |
If we were to fail any financial performance covenant, or any other covenant contained in the credit facility, we would seek a waiver from our lenders under such facility. If we were unable to obtain a waiver from our lenders and the default remained uncured after any applicable grace period, we would be in breach of the credit facility, and the lenders would be entitled to declare all outstanding borrowings immediately due and payable. We were in compliance with all of the financial covenants under the credit facility as of March 31, 2015. | |
For the three months ended March 31, 2015 and 2014, the weighted average interest rate on borrowings under the credit facility was approximately 2.7% and 2.6%, respectively. At March 31, 2015 and December 31, 2014, our outstanding borrowings under the credit facility were $250 million and $252 million, respectively. At March 31, 2015 and December 31, 2014, our outstanding letters of credit were $nil at both dates. | |
We have an effective universal shelf‑registration statement and prospectus on Form S‑3 with the Securities and Exchange Commission that expires in June 2016. TLP Finance Corp., a 100% owned subsidiary of Partners, may act as a co‑issuer of any debt securities issued pursuant to that registration statement. Partners and TLP Finance Corp. have no independent assets or operations. Our operations are conducted by subsidiaries of Partners through Partners’ 100% owned operating company subsidiary, TransMontaigne Operating Company L.P. Each of TransMontaigne Operating Company L.P.s’ and Partners’ other 100% owned subsidiaries (other than TLP Finance Corp., whose sole purpose is to act as co‑issuer of any debt securities) may guarantee the debt securities. We expect that any guarantees will be full and unconditional and joint and several, subject to certain automatic customary releases, including sale, disposition, or transfer of the capital stock or substantially all of the assets of a subsidiary guarantor, exercise of legal defeasance option or covenant defeasance option, and designation of a subsidiary guarantor as unrestricted in accordance with the indenture. There are no significant restrictions on the ability of Partners or any guarantor to obtain funds from its subsidiaries by dividend or loan. None of the assets of Partners or a guarantor represent restricted net assets pursuant to the guidelines established by the Securities and Exchange Commission. | |
PARTNERS_EQUITY
PARTNERS' EQUITY | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
PARTNERS' EQUITY | ||||||
PARTNERS' EQUITY | (13) PARTNERS’ EQUITY | |||||
The number of units outstanding is as follows: | ||||||
General | ||||||
Common | partner | |||||
units | equivalent units | |||||
Units outstanding at March 31, 2015 and December 31, 2014 | 16,124,566 | 329,073 | ||||
At March 31, 2015 and December 31, 2014, common units outstanding include 9,601 and 7,600 common units, respectively, held on behalf of TransMontaigne LLC’s long‑term incentive plan. | ||||||
LONGTERM_INCENTIVE_PLAN
LONG-TERM INCENTIVE PLAN | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
LONG-TERM INCENTIVE PLAN | ||||||
LONG-TERM INCENTIVE PLAN | (14) LONG‑TERM INCENTIVE PLAN | |||||
TransMontaigne GP is our general partner and manages our operations and activities. TransMontaigne GP is an indirect wholly owned subsidiary of TransMontaigne LLC. TransMontaigne Services LLC is an indirect wholly owned subsidiary of TransMontaigne LLC. TransMontaigne Services LLC employs the personnel who provide support to TransMontaigne LLC’s operations, as well as our operations. TransMontaigne Services LLC adopted a long‑term incentive plan for its employees and consultants and the independent directors of our general partner. The long‑term incentive plan currently permits the grant of awards covering an aggregate of 2,750,868 units, which amount will automatically increase on an annual basis by 2% of the total outstanding common and subordinated units, if any, at the end of the preceding fiscal year. At March 31, 2015, 2,501,948 units are available for future grant under the long‑term incentive plan. Ownership in the awards is subject to forfeiture until the vesting date, but recipients have distribution and voting rights from the date of grant. The long‑term incentive plan is administered by the compensation committee of the board of directors of our general partner and is currently used for grants to the independent directors of our general partner. TransMontaigne GP has historically purchased outstanding common units on the open market for purposes of making grants of restricted phantom units to independent directors of our general partner. | ||||||
TransMontaigne GP, on behalf of the long‑term incentive plan, has purchased 2,001 and 2,001 common units pursuant to the program during the three months ended March 31, 2015 and 2014, respectively. | ||||||
Information about restricted phantom unit activity for the three months ended March 31, 2015 is as follows: | ||||||
Restricted | ||||||
Available for | phantom | |||||
future grant | units | |||||
Units outstanding at December 31, 2014 | 2,179,457 | 9,000 | ||||
Automatic increase in units available for future grant on January 1, 2015 | 322,491 | — | ||||
Units outstanding at March 31, 2015 | 2,501,948 | 9,000 | ||||
We typically recognize the deferred equity‑based compensation expense associated with annual grants under the long-term incentive plan on a straight-line basis over their respective four-year vesting periods. However, pursuant to the terms of the long‑term incentive plan, all outstanding grants of restricted phantom units vest upon a change in control of TransMontaigne LLC. Accordingly, as a result of Morgan Stanley’s sale of its 100% ownership interest in TransMontaigne LLC to NGL, effective July 1, 2014 all 15,000 of the then outstanding restricted phantom units vested, and equivalent common units were delivered to the independent directors of our general partner at that time. | ||||||
In September of 2014, our general partner appointed three new independent directors to replace the independent directors that had resigned in August of 2014. The new independent directors, in aggregate, were granted 9,000 restricted phantom units on September 30, 2014. We will recognize the deferred equity‑based compensation expense associated with these grants on a straight-line basis over their respective four‑year vesting periods. | ||||||
Deferred equity‑based compensation of approximately $23,000 and $52,000 is included in direct general and administrative expenses for the three months ended March 31, 2015 and 2014, respectively. | ||||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
COMMITMENTS AND CONTINGENCIES | |||||
COMMITMENTS AND CONTINGENCIES | (15) COMMITMENTS AND CONTINGENCIES | ||||
Contract commitments. At March 31, 2015, we have contractual commitments of approximately $10.5 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 be paid within the next twelve months. | |||||
Operating leases. We lease property and equipment under non‑cancelable operating leases that extend through August 2030. At March 31, 2015, future minimum lease payments under these non‑cancelable operating leases are as follows (in thousands): | |||||
Years ending December 31: | |||||
2015 (remainder of the year) | $ | 2,835 | |||
2016 | 3,981 | ||||
2017 | 3,003 | ||||
2018 | 607 | ||||
2019 | 594 | ||||
Thereafter | 3,414 | ||||
$ | 14,434 | ||||
Included in the above non‑cancelable operating lease commitments are amounts for property rentals that we have sublet under non‑cancelable sublease agreements, for which we expect to receive minimum rentals of approximately $1.0 million in future periods. | |||||
Rental expense under operating leases was approximately $0.9 million and $0.9 million for the three months ended March 31, 2015 and 2014, respectively. | |||||
Legal proceedings. The King Ranch natural-gas-processing plant in Kleberg County, Texas, was shut down as a result of a fire at the plant beginning in November 2013. This plant supplies a significant amount of liquefied petroleum gas, or “LPG,” to our third-party customer, Nieto Trading, B.V. (“Nieto”), which transports LPG through our Ella-Brownsville and Diamondback pipelines, and has contracted for the LPG storage capacity at our Brownsville terminals. The King Ranch plant became operational again in late November 2014. In an effort to increase Nieto’s ability to transport LPG through the Diamondback pipeline during the period that the King Ranch plant was not operating and in reliance upon Nieto’s promise to reimburse us for the costs of construction, we constructed a truck unloading facility at our Brownsville terminal for Nieto’s use at a cost of approximately $0.5 million. Nieto disputes requesting such a facility and has not reimbursed us for it. Nieto also has claimed that the fire at the King Ranch plant constitutes a force majeure event that relieves Nieto of its obligation to pay certain fees required under the related terminaling services agreement for failure to throughput a minimum number of barrels of LPG (“deficiency fees”). We do not believe that the King Ranch fire qualified as a force majeure event under the terminaling services agreement, or that, even if it did, it relieved Nieto of its obligation to pay the deficiency fees. As a result of Nieto’s failure to pay the deficiency fees due to us and Nieto’s failure to reimburse us for the costs of the truck unloading facility that we constructed for it, on September 26, 2014, we filed a complaint for damages and declaratory relief in the Supreme Court of the State of New York, County of New York, against Nieto, by which we seek damages that have accumulated as of March 31, 2015 in the amount of at least $6.2 million and a declaratory judgment clarifying our rights to receive the deficiency fees under the terminaling services agreement. | |||||
NET_EARNINGS_PER_LIMITED_PARTN
NET EARNINGS PER LIMITED PARTNER UNIT | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
NET EARNINGS PER LIMITED PARTNER UNIT | ||||||||
NET EARNINGS PER LIMITED PARTNER UNIT | (16) NET EARNINGS PER LIMITED PARTNER UNIT | |||||||
The following table reconciles net earnings to net earnings allocable to limited partners and sets forth the computation of basic and diluted net earnings per limited partner unit (in thousands): | ||||||||
Three Months Ended | Three Months Ended | |||||||
March 31, | March 31, | |||||||
2015 | 2014 | |||||||
Net earnings | $ | 10,122 | $ | 9,238 | ||||
Less: | ||||||||
Distributions payable on behalf of incentive distribution rights | -1,682 | -1,603 | ||||||
Distributions payable on behalf of general partner interest | -219 | -217 | ||||||
Earnings allocable to general partner interest less than distributions payable to general partner interest | 51 | 64 | ||||||
Earnings allocable to general partner interest including incentive distribution rights | -1,850 | -1,756 | ||||||
Net earnings allocable to limited partners per the consolidated statements of operations | $ | 8,272 | $ | 7,482 | ||||
Less distributions payable on behalf of unvested long-term incentive plan grants | -6 | -10 | ||||||
Net earnings allocable to limited partners for calculating net earnings per limited partner unit | $ | 8,266 | $ | 7,472 | ||||
Basic and diluted weighted average units | 16,125 | 16,103 | ||||||
Net earnings per limited partner unit—basic and diluted | $ | 0.51 | $ | 0.46 | ||||
Pursuant to our partnership agreement we are required to distribute available cash (as defined by our partnership agreement) as of the end of the reporting period. Such distributions are declared within 45 days after period end. The following table sets forth the distribution declared per common unit attributable to the periods indicated: | ||||||||
Distribution | ||||||||
January 1, 2014 through March 31, 2014 | $ | 0.660 | ||||||
April 1, 2014 through June 30, 2014 | $ | 0.665 | ||||||
July 1, 2014 through September 30, 2014 | $ | 0.665 | ||||||
October 1, 2014 through December 31, 2014 | $ | 0.665 | ||||||
January 1, 2015 through March 31, 2015 | $ | 0.665 | ||||||
DISCLOSURES_ABOUT_FAIR_VALUE
DISCLOSURES ABOUT FAIR VALUE | 3 Months Ended |
Mar. 31, 2015 | |
DISCLOSURES ABOUT FAIR VALUE | |
DISCLOSURES ABOUT FAIR VALUE | (17) DISCLOSURES ABOUT FAIR VALUE |
Generally accepted accounting principles defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Generally accepted accounting principles also establishes a fair value hierarchy that prioritizes the use of higher‑level inputs for valuation techniques used to measure fair value. The three levels of the fair value hierarchy are: (1) Level 1 inputs, which are quoted prices (unadjusted) in active markets for identical assets or liabilities; (2) Level 2 inputs, which are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and (3) Level 3 inputs, which are unobservable inputs for the asset or liability. | |
The fair values of the following financial instruments represent our best estimate of the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date. Our fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects our judgments about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. The following methods and assumptions were used to estimate the fair value of financial instruments at March 31, 2015 and December 31, 2014. | |
Cash and 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 instrument. The carrying amount of our interest rate swap as of March 31, 2015 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. We did not have an interest rate swap as of December 31, 2014. | |
Debt. The carrying amount of our credit facility debt approximates fair value since borrowings under the facility bear interest at current market interest rates. The fair value is categorized in Level 2 of the fair value hierarchy. | |
BUSINESS_SEGMENTS
BUSINESS SEGMENTS | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
BUSINESS SEGMENTS | ||||||||||||||||||||
BUSINESS SEGMENTS | (18) BUSINESS SEGMENTS | |||||||||||||||||||
We provide integrated terminaling, storage, transportation and related services to companies engaged in the trading, distribution and marketing of refined petroleum products, crude oil, chemicals, fertilizers and other liquid products. Our chief operating decision maker is our general partner’s chief executive officer. Our general partner’s chief executive officer reviews the financial performance of our business segments using disaggregated financial information about “net margins” for purposes of making operating decisions and assessing financial performance. “Net margins” is composed of revenue less direct operating costs and expenses. Accordingly, we present “net margins” for each of our business segments: (i) Gulf Coast terminals, (ii) Midwest terminals and pipeline system, (iii) Brownsville terminals, (iv) River terminals and (v) Southeast terminals. | ||||||||||||||||||||
The financial performance of our business segments is as follows (in thousands): | ||||||||||||||||||||
Three Months Ended | Three Months Ended | |||||||||||||||||||
March 31, | March 31, | |||||||||||||||||||
2015 | 2014 | |||||||||||||||||||
Gulf Coast Terminals: | ||||||||||||||||||||
Terminaling services fees | $ | 10,678 | $ | 11,768 | ||||||||||||||||
Other | 1,998 | 3,001 | ||||||||||||||||||
Revenue | 12,676 | 14,769 | ||||||||||||||||||
Direct operating costs and expenses | -4,406 | -4,837 | ||||||||||||||||||
Net margins | 8,270 | 9,932 | ||||||||||||||||||
Midwest Terminals and Pipeline System: | ||||||||||||||||||||
Terminaling services fees | 2,102 | 1,993 | ||||||||||||||||||
Pipeline transportation fees | 414 | 327 | ||||||||||||||||||
Other | 227 | 374 | ||||||||||||||||||
Revenue | 2,743 | 2,694 | ||||||||||||||||||
Direct operating costs and expenses | -678 | -704 | ||||||||||||||||||
Net margins | 2,065 | 1,990 | ||||||||||||||||||
Brownsville Terminals: | ||||||||||||||||||||
Terminaling services fees | 1,816 | 1,497 | ||||||||||||||||||
Pipeline transportation fees | 1,182 | 366 | ||||||||||||||||||
Other | 3,962 | 2,974 | ||||||||||||||||||
Revenue | 6,960 | 4,837 | ||||||||||||||||||
Direct operating costs and expenses | -3,150 | -3,480 | ||||||||||||||||||
Net margins | 3,810 | 1,357 | ||||||||||||||||||
River Terminals: | ||||||||||||||||||||
Terminaling services fees | 2,257 | 2,021 | ||||||||||||||||||
Other | 255 | 214 | ||||||||||||||||||
Revenue | 2,512 | 2,235 | ||||||||||||||||||
Direct operating costs and expenses | -1,543 | -1,782 | ||||||||||||||||||
Net margins | 969 | 453 | ||||||||||||||||||
Southeast Terminals: | ||||||||||||||||||||
Terminaling services fees | 11,757 | 11,440 | ||||||||||||||||||
Other | 1,249 | 2,078 | ||||||||||||||||||
Revenue | 13,006 | 13,518 | ||||||||||||||||||
Direct operating costs and expenses | -5,177 | -4,589 | ||||||||||||||||||
Net margins | 7,829 | 8,929 | ||||||||||||||||||
Total net margins | 22,943 | 22,661 | ||||||||||||||||||
Direct general and administrative expenses | -1,021 | -918 | ||||||||||||||||||
Allocated general and administrative expenses | -2,803 | -2,782 | ||||||||||||||||||
Allocated insurance expense | -934 | -914 | ||||||||||||||||||
Reimbursement of bonus awards expense | -525 | -375 | ||||||||||||||||||
Depreciation and amortization | -7,337 | -7,400 | ||||||||||||||||||
Earnings from unconsolidated affiliates | 2,056 | 163 | ||||||||||||||||||
Operating income | 12,379 | 10,435 | ||||||||||||||||||
Other expenses | -2,257 | -1,197 | ||||||||||||||||||
Net earnings | $ | 10,122 | $ | 9,238 | ||||||||||||||||
Supplemental information about our business segments is summarized below (in thousands): | ||||||||||||||||||||
Three Months Ended March 31, 2015 | ||||||||||||||||||||
Midwest | ||||||||||||||||||||
Terminals and | ||||||||||||||||||||
Gulf Coast | Pipeline | Brownsville | River | Southeast | ||||||||||||||||
Terminals | System | Terminals | Terminals | Terminals | Total | |||||||||||||||
Revenue: | ||||||||||||||||||||
External customers | $ | 9,920 | $ | 2,743 | $ | 5,773 | $ | 2,395 | $ | 4,468 | $ | 25,299 | ||||||||
NGL Energy Partners LP | 2,756 | — | 10 | 117 | 8,478 | 11,361 | ||||||||||||||
Frontera | — | — | 1,177 | — | — | 1,177 | ||||||||||||||
TransMontaigne LLC | — | — | — | — | 60 | 60 | ||||||||||||||
Revenue | $ | 12,676 | $ | 2,743 | $ | 6,960 | $ | 2,512 | $ | 13,006 | $ | 37,897 | ||||||||
Capital expenditures | $ | 3,239 | $ | 437 | $ | 993 | $ | 1,328 | $ | 747 | $ | 6,744 | ||||||||
Identifiable assets | $ | 124,212 | $ | 23,585 | $ | 45,998 | $ | 54,028 | $ | 160,495 | $ | 408,318 | ||||||||
Cash and cash equivalents | 918 | |||||||||||||||||||
Investments in unconsolidated affiliates | 248,090 | |||||||||||||||||||
Deferred financing costs | 1,820 | |||||||||||||||||||
Other | 886 | |||||||||||||||||||
Total assets | $ | 660,032 | ||||||||||||||||||
Three Months Ended March 31, 2014 | ||||||||||||||||||||
Midwest | ||||||||||||||||||||
Terminals and | ||||||||||||||||||||
Gulf Coast | Pipeline | Brownsville | River | Southeast | ||||||||||||||||
Terminals | System | Terminals | Terminals | Terminals | Total | |||||||||||||||
Revenue: | ||||||||||||||||||||
External customers | $ | 6,023 | $ | 807 | $ | 3,996 | $ | 1,951 | $ | 846 | $ | 13,623 | ||||||||
Morgan Stanley Capital Group | 8,736 | 1,887 | — | 284 | 12,624 | 23,531 | ||||||||||||||
Frontera | — | — | 841 | — | — | 841 | ||||||||||||||
TransMontaigne LLC | 10 | — | — | — | 48 | 58 | ||||||||||||||
Revenue | $ | 14,769 | $ | 2,694 | $ | 4,837 | $ | 2,235 | $ | 13,518 | $ | 38,053 | ||||||||
Capital expenditures | $ | 200 | $ | 28 | $ | 567 | $ | 493 | $ | 435 | $ | 1,723 | ||||||||
r | ||||||||||||||||||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2015 | |
SUBSEQUENT EVENT. | |
SUBSEQUENT EVENT | (19) SUBSEQUENT EVENT |
On April 13, 2015, we announced a distribution of $0.665 per unit for the period from January 1, 2015 through March 31, 2015. This distribution is payable on May 7, 2015 to unitholders of record on April 30, 2015. | |
On May 4, 2015, we entered into a new five year terminaling services agreement with Morgan Stanley Capital Group for approximately 2.7 million barrels of product storage capacity at our Collins/Purvis, Mississippi terminals. The new agreement will be effective January 1, 2016 and will replace the existing agreement we have with Morgan Stanley Capital Group for this tankage. The new agreement contains an increase to the minimum throughput payments and is anticipated to generate additional minimum throughput revenue in excess of $4.0 million annually. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Nature of business | (a) Nature of business |
TransMontaigne Partners L.P. (“Partners,” “we,” “us” or “our”) was formed in February 2005 as a Delaware limited partnership initially to own and operate refined petroleum products terminaling and transportation facilities. 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, and in the Southeast. We provide integrated terminaling, storage, transportation and related services for companies engaged in the trading, distribution and marketing of light refined petroleum products, heavy refined petroleum products, crude oil, chemicals, fertilizers and other liquid products. | |
We are controlled by our general partner, TransMontaigne GP L.L.C. (“TransMontaigne GP”), which is an indirect wholly‑owned subsidiary of TransMontaigne LLC. At March 31, 2015, NGL Energy Partners LP (“NGL”) owned all of the issued and outstanding capital stock of TransMontaigne LLC, and as a result NGL is the indirect owner of our general partner. At March 31, 2015, TransMontaigne LLC and NGL had a significant interest in our partnership through their indirect ownership of an approximate 19% limited partner interest, a 2% general partner interest and the incentive distribution rights. | |
Prior to July 1, 2014, Morgan Stanley Capital Group Inc. (“Morgan Stanley Capital Group”), a wholly‑owned subsidiary of Morgan Stanley and the principal commodities trading arm of Morgan Stanley, owned all of the issued and outstanding capital stock of TransMontaigne LLC, and, as a result, Morgan Stanley was the indirect owner of our general partner. Effective July 1, 2014, Morgan Stanley consummated the sale of its 100% ownership interest in TransMontaigne LLC to NGL. | |
In addition to the sale of our general partner to NGL, NGL acquired the common units owned by TransMontaigne LLC and affiliates of Morgan Stanley and assumed Morgan Stanley Capital Group’s obligations under our light-oil terminaling services agreements in Florida and the Southeast regions, excluding the Collins/Purvis tankage (collectively, the “NGL Acquisition”). All other terminaling services agreements with Morgan Stanley Capital Group remained with Morgan Stanley Capital Group. The NGL Acquisition did not involve the sale or purchase of any of our common units held by the public and our common units continue to trade on the New York Stock Exchange. | |
Basis of presentation and use of estimates | (b) Basis of presentation and use of estimates |
Our accounting and financial reporting policies conform to accounting principles and practices generally accepted in the United States of America. The accompanying consolidated financial statements include the accounts of TransMontaigne Partners L.P., a Delaware limited partnership, and its controlled subsidiaries. Investments where we do not have the ability to exercise control, but do have the ability to exercise significant influence, are accounted for using the equity method of accounting. All inter‑company accounts and transactions have been eliminated in the preparation of the accompanying consolidated financial statements. The accompanying consolidated financial statements include all adjustments (consisting of normal and recurring accruals) considered necessary to present fairly our financial position as of March 31, 2015 and December 31, 2014 and our results of operations for the three months ended March 31, 2015 and 2014. | |
The preparation of financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. The following estimates, in management’s opinion, are subjective in nature, require the exercise of judgment, and involve complex analyses: useful lives of our plant and equipment, accrued environmental obligations and determining the fair value of our reporting units when analyzing goodwill. Changes in these estimates and assumptions will occur as a result of the passage of time and the occurrence of future events. Actual results could differ from these estimates. | |
Accounting for terminal and pipeline operations | (c) Accounting for terminal and pipeline operations |
In connection with our terminal and pipeline operations, we utilize the accrual method of accounting for revenue and expenses. We generate revenue in our terminal and pipeline operations from terminaling services fees, transportation fees, management fees and cost reimbursements, fees from other ancillary services and gains from the sale of refined products. Terminaling services revenue is recognized ratably over the term of the agreement for storage fees and minimum revenue commitments that are fixed at the inception of the agreement and when product is delivered to the customer for fees based on a rate per barrel of throughput; transportation revenue is recognized when the product has been delivered to the customer at the specified delivery location; management fee revenue and cost reimbursements are recognized as the services are performed or as the costs are incurred; ancillary service revenue is recognized as the services are performed; and gains from the sale of refined products are recognized when the title to the product is transferred. | |
Pursuant to terminaling services agreements with certain of our throughput customers, we are entitled to the volume of product gained resulting from differences in the measurement of product volumes received and distributed at our terminaling facilities. Consistent with recognized industry practices, measurement differentials occur as the result of the inherent variances in measurement devices and methodology. We recognize as revenue the net proceeds from the sale of the product gained. For the three months ended March 31, 2015 and 2014, we recognized revenue of approximately $1.8 million and $3.6 million, respectively, for net product gained. Within these amounts, approximately $0.9 million and $2.5 million for the three months ended March 31, 2015 and 2014, respectively, were pursuant to terminaling services agreements with affiliate customers. | |
Cash and cash equivalents | (d) Cash and cash equivalents |
We consider all short‑term investments with a remaining maturity of three months or less at the date of purchase to be cash equivalents. | |
Property, plant and equipment | (e) Property, plant and equipment |
Depreciation is computed using the straight‑line method. Estimated useful lives are 15 to 25 years for terminals and pipelines and 3 to 25 years for furniture, fixtures and equipment. All items of property, plant and equipment are carried at cost. Expenditures that increase capacity or extend useful lives are capitalized. Repairs and maintenance are expensed as incurred. | |
We evaluate long‑lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable based on expected undiscounted future cash flows attributable to that asset group. If an asset group is impaired, the impairment loss to be recognized is the excess of the carrying amount of the asset group over its estimated fair value. | |
Investments in unconsolidated affiliates | (f) Investments in unconsolidated affiliates |
We account for our investments in our 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 fair value. | |
Environmental obligations | (g) Environmental obligations |
We accrue for environmental costs that relate to existing conditions caused by past operations when probable and reasonably estimable (see Note 10 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 5 of Notes to consolidated financial statements). We recognize our insurance recoveries as a credit to income in the period that we assess the likelihood of recovery as being probable (i.e., likely to occur). | |
TransMontaigne LLC agreed to indemnify us against certain potential environmental claims, losses and expenses that were identified on or before May 27, 2010 and that were associated with the ownership or operation of the Florida and Midwest terminal facilities prior to May 27, 2005, up to a maximum liability not to exceed $15.0 million for this indemnification obligation. TransMontaigne LLC agreed to indemnify us against certain potential environmental claims, losses and expenses that were identified on or before December 31, 2011 and that were associated with the ownership or operation of the Brownsville and River facilities prior to December 31, 2006, up to a maximum liability not to exceed $15.0 million for this indemnification obligation. TransMontaigne LLC agreed to indemnify us against certain potential environmental claims, losses and expenses that were identified on or before December 31, 2012 and that were associated with the ownership or operation of the Southeast terminals prior to December 31, 2007, up to a maximum liability not to exceed $15.0 million for this indemnification obligation. TransMontaigne LLC has agreed to indemnify us against certain potential environmental claims, losses and expenses that are identified on or before March 1, 2016 and that were associated with the ownership or operation of the Pensacola terminal prior to March 1, 2011, up to a maximum liability not to exceed $2.5 million for this indemnification obligation. | |
Asset retirement obligations | (h) Asset retirement obligations |
Asset retirement obligations are legal obligations associated with the retirement of long‑lived assets that result from the acquisition, construction, development or normal use of the asset. Generally accepted accounting principles require that the fair value of a liability related to the retirement of long‑lived assets be recorded at the time a legal obligation is incurred. Once an asset retirement obligation is identified and a liability is recorded, a corresponding asset is recorded, which is depreciated over the remaining useful life of the asset. After the initial measurement, the liability is adjusted to reflect changes in the asset retirement obligation. If and when it is determined that a legal obligation has been incurred, the fair value of any liability is determined based on estimates and assumptions related to retirement costs, future inflation rates and interest rates. Our long‑lived assets consist of above‑ground storage facilities and underground pipelines. We are unable to predict if and when these long‑lived assets will become completely obsolete and require dismantlement. We have not recorded an asset retirement obligation, or corresponding asset, because the future dismantlement and removal dates of our long‑lived assets is indeterminable and the amount of any associated costs are believed to be insignificant. Changes in our assumptions and estimates may occur as a result of the passage of time and the occurrence of future events. | |
Equity-based compensation plan | (i) Equity‑based compensation plan |
Generally accepted accounting principles require us to measure the cost of services received in exchange for an award of equity instruments based on the grant‑date fair value of the award. That cost will be recognized over the period during which a board member or employee is required to provide services in exchange for the award. We are required to estimate the number of equity instruments that are expected to vest in measuring the total compensation cost to be recognized over the related service period. Compensation cost is recognized over the service period on a straight‑line basis. | |
Accounting for derivative instruments | (j) Accounting for derivative instruments |
Generally accepted accounting principles require us to recognize all derivative instruments at fair value in the consolidated balance sheets as assets or liabilities (see Note 11 of Notes to consolidated financial statements). Changes in the fair value of our derivative instruments are recognized in earnings. | |
We did not have any derivative instruments at December 31, 2014. At March 31, 2015, our derivative instruments were limited to an interest rate swap agreement with a notional amount of $40.0 million that expires March 2018. Pursuant to the terms of the interest rate swap agreement, we pay a fixed rate of approximately 1.09% and receive an interest payment based on the one-month LIBOR. The net difference to be paid or received under the interest rate swap agreement is settled monthly and is recognized as an adjustment to interest expense. The fair value of our interest rate swap was determined using a pricing model based on the LIBOR swap rate and other observable market data. | |
Income taxes | (k) Income taxes |
No provision for U.S. federal income taxes has been reflected in the accompanying consolidated financial statements because Partners is treated as a partnership for federal income taxes. As a partnership, all income, gains, losses, expenses, deductions and tax credits generated by Partners flow through to its unitholders. | |
Partners is a taxable entity under certain U.S. state jurisdictions, primarily Texas. Partners accounts for U.S. state income taxes under the asset and liability method pursuant to generally accepted accounting principles. U.S. state income taxes are not material. | |
Net earnings per limited partner unit | (l) Net earnings per limited partner unit |
Net earnings allocable to the limited partners, for purposes of calculating net earnings per limited partner unit, are net of the earnings allocable to the general partner interest and distributions payable to any restricted phantom units granted under the long‑term incentive plan that participate in Partners’ distributions (see Note 16 of Notes to consolidated financial statements). The earnings allocable to the general partner interest include the distributions of available cash (as defined by our partnership agreement) attributable to the period to the general partner interest, net of adjustments for the general partner’s share of undistributed earnings, and the incentive distribution rights. Undistributed earnings are the difference between the earnings and the distributions attributable to the period. Undistributed earnings are allocated to the limited partners and general partner interest based on their respective sharing of earnings or losses specified in the partnership agreement, which is based on their ownership percentages of 98% and 2%, respectively. The incentive distribution rights are not allocated a portion of the undistributed earnings given they are not entitled to distributions other than from available cash. Further, the incentive distribution rights do not share in losses under our partnership agreement. Basic net earnings per limited partner unit is computed by dividing net earnings allocable to limited partners by the weighted average number of limited partnership units outstanding during the period. Diluted net earnings per limited partner unit is computed by dividing net earnings allocable to the limited partners by the weighted average number of limited partnership units outstanding during the period and any potential dilutive securities outstanding during the period. | |
Recent Accounting Pronouncements | (m) Recent accounting pronouncements |
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. The objective of this update is to clarify the principles for recognizing revenue and to develop a common revenue standard. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. We are currently evaluating the potential impact that the adoption will have on our disclosures and financial statements. | |
In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. The objective of this update is to present debt issuance costs in the balance sheet as a reduction from the related debt liability rather than as an asset. ASU 2015-03 is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. Upon adoption, our unamortized debt issuance costs will be reclassified from other assets, net to long-term debt. | |
CONCENTRATION_OF_CREDIT_RISK_A1
CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE | ||||||||
Schedule of trade accounts receivable, net (in thousands) | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Trade accounts receivable | $ | 9,225 | $ | 9,823 | ||||
Less allowance for doubtful accounts | -464 | -464 | ||||||
$ | 8,761 | $ | 9,359 | |||||
Schedule of customer who accounted for at least 10% of consolidated revenue | ||||||||
Three Months Ended | Three Months Ended | |||||||
March 31, | March 31, | |||||||
2015 | 2014 | |||||||
NGL Energy Partners LP | 30 | % | — | % | ||||
Morgan Stanley Capital Group | 13 | % | 62 | % | ||||
OTHER_CURRENT_ASSETS_Tables
OTHER CURRENT ASSETS (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
OTHER CURRENT ASSETS. | ||||||||
Schedule of other current assets (in thousands) | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Amounts due from insurance companies | $ | 1,094 | $ | 1,233 | ||||
Additive detergent | 1,361 | 1,591 | ||||||
Deposits and other assets | 317 | 241 | ||||||
$ | 2,772 | $ | 3,065 | |||||
PROPERTY_PLANT_AND_EQUIPMENT_N1
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
PROPERTY, PLANT AND EQUIPMENT, NET | ||||||||
Schedule of property, plant and equipment, net (in thousands) | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Land | $ | 52,519 | $ | 52,519 | ||||
Terminals, pipelines and equipment | 568,495 | 566,677 | ||||||
Furniture, fixtures and equipment | 2,122 | 2,122 | ||||||
Construction in progress | 11,451 | 5,444 | ||||||
634,587 | 626,762 | |||||||
Less accumulated depreciation | -248,747 | -241,461 | ||||||
$ | 385,840 | $ | 385,301 | |||||
GOODWILL_Tables
GOODWILL (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
GOODWILL. | ||||||||
Schedule of goodwill (in thousands) | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Brownsville terminals | $ | 8,485 | $ | 8,485 | ||||
INVESTMENTS_IN_UNCONSOLIDATED_
INVESTMENTS IN UNCONSOLIDATED AFFILIATES (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
INVESTMENTS IN UNCONSOLIDATED AFFILIATES | ||||||||||||||
Summary of investments in unconsolidated affiliates | ||||||||||||||
Percentage of | Carrying value | |||||||||||||
ownership | (in thousands) | |||||||||||||
March 31, | December 31, | March 31, | December 31, | |||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||
BOSTCO | 42.5 | % | 42.5 | % | $ | 224,567 | $ | 225,920 | ||||||
Frontera | 50 | % | 50 | % | 23,523 | 23,756 | ||||||||
Total investments in unconsolidated affiliates | $ | 248,090 | $ | 249,676 | ||||||||||
Schedule of earnings (losses) from investments in unconsolidated affiliates (in thousands) | ||||||||||||||
Three Months Ended | Three Months Ended | |||||||||||||
March 31, | March 31, | |||||||||||||
2015 | 2014 | |||||||||||||
BOSTCO | $ | 1,781 | $ | -80 | ||||||||||
Frontera | 275 | 243 | ||||||||||||
Total earnings from investments in unconsolidated affiliates | $ | 2,056 | $ | 163 | ||||||||||
Schedule of additional capital investments in unconsolidated affiliates (in thousands) | ||||||||||||||
Three Months Ended | Three Months Ended | |||||||||||||
March 31, | March 31, | |||||||||||||
2015 | 2014 | |||||||||||||
BOSTCO | $ | — | $ | 17,972 | ||||||||||
Frontera | — | 45 | ||||||||||||
Additional capital investments in unconsolidated affiliates | $ | — | $ | 18,017 | ||||||||||
Schedule of cash distributions received from unconsolidated affiliates (in thousands) | ||||||||||||||
Three Months Ended | Three Months Ended | |||||||||||||
March 31, | March 31, | |||||||||||||
2015 | 2014 | |||||||||||||
BOSTCO | $ | 3,134 | $ | 113 | ||||||||||
Frontera | 508 | 637 | ||||||||||||
Cash distributions received from unconsolidated affiliates | $ | 3,642 | $ | 750 | ||||||||||
Summary of financial information of unconsolidated affiliates | Balance sheets: | |||||||||||||
BOSTCO | Frontera | |||||||||||||
March 31, | December 31, | March 31, | December 31, | |||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||
Current assets | $ | 13,710 | $ | 19,400 | $ | 4,588 | $ | 4,222 | ||||||
Long-term assets | 507,654 | 511,373 | 43,805 | 44,528 | ||||||||||
Current liabilities | -11,188 | -17,435 | -1,347 | -1,238 | ||||||||||
Long-term liabilities | — | — | — | — | ||||||||||
Net assets | $ | 510,176 | $ | 513,338 | $ | 47,046 | $ | 47,512 | ||||||
Statements of operations: | ||||||||||||||
BOSTCO | Frontera | |||||||||||||
Three Months Ended | Three Months Ended | |||||||||||||
March 31, | March 31, | |||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||
Revenue | $ | 15,887 | $ | 8,337 | $ | 3,640 | $ | 3,045 | ||||||
Expenses | -11,467 | -8,455 | -3,090 | -2,559 | ||||||||||
Net earnings (loss) | $ | 4,420 | $ | -118 | $ | 550 | $ | 486 | ||||||
OTHER_ASSETS_NET_Tables
OTHER ASSETS, NET (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
OTHER ASSETS, NET | ||||||||
Schedule of other assets, net (in thousands) | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Amounts due under long-term terminaling services agreements: | ||||||||
External customers | $ | 552 | $ | 649 | ||||
Affiliates | 832 | 945 | ||||||
1,384 | 1,594 | |||||||
Deferred financing costs, net of accumulated amortization of $3,593 and $3,278, respectively | 1,820 | 1,138 | ||||||
Customer relationships, net of accumulated amortization of $1,738 and $1,687, respectively | 692 | 743 | ||||||
Deposits and other assets | 76 | 76 | ||||||
$ | 3,972 | $ | 3,551 | |||||
ACCRUED_LIABILITIES_Tables
ACCRUED LIABILITIES (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
ACCRUED LIABILITIES | ||||||||
Schedule of accrued liabilities (in thousands) | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Customer advances and deposits: | ||||||||
External customers | $ | 2,695 | $ | 2,756 | ||||
Affiliates | 2,677 | — | ||||||
5,372 | 2,756 | |||||||
Accrued property taxes | 1,497 | 892 | ||||||
Accrued environmental obligations | 1,376 | 1,524 | ||||||
Interest payable | 193 | 159 | ||||||
Rebate due to affiliate | — | 1,795 | ||||||
Accrued expenses and other | 2,572 | 2,709 | ||||||
$ | 11,010 | $ | 9,835 | |||||
OTHER_LIABILITIES_Tables
OTHER LIABILITIES (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
OTHER LIABILITIES | ||||||||
Schedule of other liabilities (in thousands) | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Advance payments received under long-term terminaling services agreements | $ | 282 | $ | 451 | ||||
Deferred revenue—ethanol blending fees and other projects | 3,110 | 3,419 | ||||||
Unrealized loss on derivative instrument | 149 | — | ||||||
$ | 3,541 | $ | 3,870 | |||||
PARTNERS_EQUITY_Tables
PARTNERS' EQUITY (Tables) | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
PARTNERS' EQUITY | ||||||
Schedule of number of units outstanding | ||||||
General | ||||||
Common | partner | |||||
units | equivalent units | |||||
Units outstanding at March 31, 2015 and December 31, 2014 | 16,124,566 | 329,073 | ||||
LONGTERM_INCENTIVE_PLAN_Tables
LONG-TERM INCENTIVE PLAN (Tables) | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
LONG-TERM INCENTIVE PLAN | ||||||
Schedule of restricted phantom unit activity | ||||||
Restricted | ||||||
Available for | phantom | |||||
future grant | units | |||||
Units outstanding at December 31, 2014 | 2,179,457 | 9,000 | ||||
Automatic increase in units available for future grant on January 1, 2015 | 322,491 | — | ||||
Units outstanding at March 31, 2015 | 2,501,948 | 9,000 | ||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
COMMITMENTS AND CONTINGENCIES | |||||
Schedule of future minimum lease payments under non-cancelable operating leases (in thousands) | |||||
Years ending December 31: | |||||
2015 (remainder of the year) | $ | 2,835 | |||
2016 | 3,981 | ||||
2017 | 3,003 | ||||
2018 | 607 | ||||
2019 | 594 | ||||
Thereafter | 3,414 | ||||
$ | 14,434 | ||||
NET_EARNINGS_PER_LIMITED_PARTN1
NET EARNINGS PER LIMITED PARTNER UNIT (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
NET EARNINGS PER LIMITED PARTNER UNIT | ||||||||
Schedule of reconciliation of net earnings to net earnings allocable to limited partners (in thousands) | ||||||||
Three Months Ended | Three Months Ended | |||||||
March 31, | March 31, | |||||||
2015 | 2014 | |||||||
Net earnings | $ | 10,122 | $ | 9,238 | ||||
Less: | ||||||||
Distributions payable on behalf of incentive distribution rights | -1,682 | -1,603 | ||||||
Distributions payable on behalf of general partner interest | -219 | -217 | ||||||
Earnings allocable to general partner interest less than distributions payable to general partner interest | 51 | 64 | ||||||
Earnings allocable to general partner interest including incentive distribution rights | -1,850 | -1,756 | ||||||
Net earnings allocable to limited partners per the consolidated statements of operations | $ | 8,272 | $ | 7,482 | ||||
Less distributions payable on behalf of unvested long-term incentive plan grants | -6 | -10 | ||||||
Net earnings allocable to limited partners for calculating net earnings per limited partner unit | $ | 8,266 | $ | 7,472 | ||||
Basic and diluted weighted average units | 16,125 | 16,103 | ||||||
Net earnings per limited partner unit—basic and diluted | $ | 0.51 | $ | 0.46 | ||||
Schedule of distribution declared per common unit attributable to the periods | ||||||||
Distribution | ||||||||
January 1, 2014 through March 31, 2014 | $ | 0.660 | ||||||
April 1, 2014 through June 30, 2014 | $ | 0.665 | ||||||
July 1, 2014 through September 30, 2014 | $ | 0.665 | ||||||
October 1, 2014 through December 31, 2014 | $ | 0.665 | ||||||
January 1, 2015 through March 31, 2015 | $ | 0.665 | ||||||
BUSINESS_SEGMENTS_Tables
BUSINESS SEGMENTS (Tables) | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
BUSINESS SEGMENTS | ||||||||||||||||||||
Schedule of information related to financial performance of business segments (in thousands) | ||||||||||||||||||||
Three Months Ended | Three Months Ended | |||||||||||||||||||
March 31, | March 31, | |||||||||||||||||||
2015 | 2014 | |||||||||||||||||||
Gulf Coast Terminals: | ||||||||||||||||||||
Terminaling services fees | $ | 10,678 | $ | 11,768 | ||||||||||||||||
Other | 1,998 | 3,001 | ||||||||||||||||||
Revenue | 12,676 | 14,769 | ||||||||||||||||||
Direct operating costs and expenses | -4,406 | -4,837 | ||||||||||||||||||
Net margins | 8,270 | 9,932 | ||||||||||||||||||
Midwest Terminals and Pipeline System: | ||||||||||||||||||||
Terminaling services fees | 2,102 | 1,993 | ||||||||||||||||||
Pipeline transportation fees | 414 | 327 | ||||||||||||||||||
Other | 227 | 374 | ||||||||||||||||||
Revenue | 2,743 | 2,694 | ||||||||||||||||||
Direct operating costs and expenses | -678 | -704 | ||||||||||||||||||
Net margins | 2,065 | 1,990 | ||||||||||||||||||
Brownsville Terminals: | ||||||||||||||||||||
Terminaling services fees | 1,816 | 1,497 | ||||||||||||||||||
Pipeline transportation fees | 1,182 | 366 | ||||||||||||||||||
Other | 3,962 | 2,974 | ||||||||||||||||||
Revenue | 6,960 | 4,837 | ||||||||||||||||||
Direct operating costs and expenses | -3,150 | -3,480 | ||||||||||||||||||
Net margins | 3,810 | 1,357 | ||||||||||||||||||
River Terminals: | ||||||||||||||||||||
Terminaling services fees | 2,257 | 2,021 | ||||||||||||||||||
Other | 255 | 214 | ||||||||||||||||||
Revenue | 2,512 | 2,235 | ||||||||||||||||||
Direct operating costs and expenses | -1,543 | -1,782 | ||||||||||||||||||
Net margins | 969 | 453 | ||||||||||||||||||
Southeast Terminals: | ||||||||||||||||||||
Terminaling services fees | 11,757 | 11,440 | ||||||||||||||||||
Other | 1,249 | 2,078 | ||||||||||||||||||
Revenue | 13,006 | 13,518 | ||||||||||||||||||
Direct operating costs and expenses | -5,177 | -4,589 | ||||||||||||||||||
Net margins | 7,829 | 8,929 | ||||||||||||||||||
Total net margins | 22,943 | 22,661 | ||||||||||||||||||
Direct general and administrative expenses | -1,021 | -918 | ||||||||||||||||||
Allocated general and administrative expenses | -2,803 | -2,782 | ||||||||||||||||||
Allocated insurance expense | -934 | -914 | ||||||||||||||||||
Reimbursement of bonus awards expense | -525 | -375 | ||||||||||||||||||
Depreciation and amortization | -7,337 | -7,400 | ||||||||||||||||||
Earnings from unconsolidated affiliates | 2,056 | 163 | ||||||||||||||||||
Operating income | 12,379 | 10,435 | ||||||||||||||||||
Other expenses | -2,257 | -1,197 | ||||||||||||||||||
Net earnings | $ | 10,122 | $ | 9,238 | ||||||||||||||||
Schedule of supplemental information about consolidated business segments (in thousands) | ||||||||||||||||||||
Three Months Ended March 31, 2015 | ||||||||||||||||||||
Midwest | ||||||||||||||||||||
Terminals and | ||||||||||||||||||||
Gulf Coast | Pipeline | Brownsville | River | Southeast | ||||||||||||||||
Terminals | System | Terminals | Terminals | Terminals | Total | |||||||||||||||
Revenue: | ||||||||||||||||||||
External customers | $ | 9,920 | $ | 2,743 | $ | 5,773 | $ | 2,395 | $ | 4,468 | $ | 25,299 | ||||||||
NGL Energy Partners LP | 2,756 | — | 10 | 117 | 8,478 | 11,361 | ||||||||||||||
Frontera | — | — | 1,177 | — | — | 1,177 | ||||||||||||||
TransMontaigne LLC | — | — | — | — | 60 | 60 | ||||||||||||||
Revenue | $ | 12,676 | $ | 2,743 | $ | 6,960 | $ | 2,512 | $ | 13,006 | $ | 37,897 | ||||||||
Capital expenditures | $ | 3,239 | $ | 437 | $ | 993 | $ | 1,328 | $ | 747 | $ | 6,744 | ||||||||
Identifiable assets | $ | 124,212 | $ | 23,585 | $ | 45,998 | $ | 54,028 | $ | 160,495 | $ | 408,318 | ||||||||
Cash and cash equivalents | 918 | |||||||||||||||||||
Investments in unconsolidated affiliates | 248,090 | |||||||||||||||||||
Deferred financing costs | 1,820 | |||||||||||||||||||
Other | 886 | |||||||||||||||||||
Total assets | $ | 660,032 | ||||||||||||||||||
Three Months Ended March 31, 2014 | ||||||||||||||||||||
Midwest | ||||||||||||||||||||
Terminals and | ||||||||||||||||||||
Gulf Coast | Pipeline | Brownsville | River | Southeast | ||||||||||||||||
Terminals | System | Terminals | Terminals | Terminals | Total | |||||||||||||||
Revenue: | ||||||||||||||||||||
External customers | $ | 6,023 | $ | 807 | $ | 3,996 | $ | 1,951 | $ | 846 | $ | 13,623 | ||||||||
Morgan Stanley Capital Group | 8,736 | 1,887 | — | 284 | 12,624 | 23,531 | ||||||||||||||
Frontera | — | — | 841 | — | — | 841 | ||||||||||||||
TransMontaigne LLC | 10 | — | — | — | 48 | 58 | ||||||||||||||
Revenue | $ | 14,769 | $ | 2,694 | $ | 4,837 | $ | 2,235 | $ | 13,518 | $ | 38,053 | ||||||||
Capital expenditures | $ | 200 | $ | 28 | $ | 567 | $ | 493 | $ | 435 | $ | 1,723 | ||||||||
r | ||||||||||||||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Jul. 01, 2014 | |
Nature of business | ||||
Limited partner interest (as a percent) | 98.00% | |||
General partner interest (as a percent) | 2.00% | 2.00% | ||
Basis of presentation and use of estimates | ||||
Allocated general and administrative expenses | $2,803,000 | $2,782,000 | ||
Allocated insurance charges | 934,000 | 914,000 | ||
Reimbursement of bonus awards | 525,000 | 375,000 | ||
Accounting for terminal and pipeline operations | ||||
Revenue recognized from proceeds of sale of product gained | 1,800,000 | 3,600,000 | ||
Recognized revenue pursuant to terminaling services agreements with affiliate customers | $900,000 | $2,500,000 | ||
TransMontaigne Inc. and Morgan Stanley | ||||
Nature of business | ||||
Limited partner interest (as a percent) | 19.00% | |||
General partner interest (as a percent) | 2.00% | |||
Morgan Stanley | TransMontaigne LLC-related party | ||||
Nature of business | ||||
Ownership interest sold (as a percent) | 100.00% |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property (Details) | 3 Months Ended |
Mar. 31, 2015 | |
Terminals and pipelines | Minimum | |
Property, plant and equipment | |
Estimated useful lives | 15 years |
Terminals and pipelines | Maximum | |
Property, plant and equipment | |
Estimated useful lives | 25 years |
Furniture, fixtures and equipment | Minimum | |
Property, plant and equipment | |
Estimated useful lives | 3 years |
Furniture, fixtures and equipment | Maximum | |
Property, plant and equipment | |
Estimated useful lives | 25 years |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Taxes, Derivatives (Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Net earnings per limited partner unit | ||
Limited partner interest (as a percent) | 98.00% | |
General partner interest (as a percent) | 2.00% | 2.00% |
Interest Rate Swap | ||
Net earnings per limited partner unit | ||
Notional amount | 40 | |
Fixed interest rate paid (as a percent) | 1.09% |
TRANSACTIONS_WITH_AFFILIATES_D
TRANSACTIONS WITH AFFILIATES (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Transactions with affiliates | ||
Annual administrative fee paid | $2,803 | $2,782 |
Annual insurance reimbursement paid | 934 | 914 |
Reimbursement of bonus awards | 525 | 375 |
TransMontaigne LLC-related party | Omnibus agreement | ||
Transactions with affiliates | ||
Notice period for termination of service agreement | 24 months | |
Annual administrative fee paid | 2,800 | 2,800 |
Annual insurance reimbursement paid | 900 | 900 |
Reimbursement of bonus awards | 500 | 400 |
Period, following receipt of the notice, to purchase the subject facilities by related party | 45 days | |
TransMontaigne LLC-related party | Minimum | Omnibus agreement | ||
Transactions with affiliates | ||
Reimbursement of bonus awards | $1,500 | |
Percentage of purchase price offered by third party bidder agreed to be paid for right of refusal to purchase the entity's assets | 105.00% | |
Percentage of fees offered by third party agreed to be paid for right of refusal to contract | 105.00% |
TRANSACTIONS_WITH_AFFILIATES_A
TRANSACTIONS WITH AFFILIATES - Agreements (Details) (USD $) | 3 Months Ended | 0 Months Ended | 1 Months Ended | ||||||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 01, 2014 | Oct. 31, 2014 | Jul. 01, 2014 | Jul. 11, 2011 | Jan. 31, 2010 | 31-May-13 | Apr. 01, 2011 | |
bbl | bbl | bbl | |||||||
Transactions with affiliates | |||||||||
Throughput revenue | $12,598,000 | $24,430,000 | |||||||
TransMontaigne LLC-related party | |||||||||
Transactions with affiliates | |||||||||
Throughput revenue | 60,000 | 58,000 | |||||||
TransMontaigne LLC-related party | Florida and Midwest terminals | Maximum | |||||||||
Transactions with affiliates | |||||||||
Maximum liability for indemnification obligation | 15,000,000 | ||||||||
TransMontaigne LLC-related party | Brownsville and River terminals | Maximum | |||||||||
Transactions with affiliates | |||||||||
Maximum liability for indemnification obligation | 15,000,000 | ||||||||
TransMontaigne LLC-related party | Southeast Terminals | Maximum | |||||||||
Transactions with affiliates | |||||||||
Maximum liability for indemnification obligation | 15,000,000 | ||||||||
TransMontaigne LLC-related party | Pensacola terminal | Maximum | |||||||||
Transactions with affiliates | |||||||||
Maximum liability for indemnification obligation | 2,500,000 | ||||||||
Frontera | |||||||||
Transactions with affiliates | |||||||||
Throughput revenue | 1,177,000 | 841,000 | |||||||
Environmental indemnification | TransMontaigne LLC-related party | Florida and Midwest terminals | |||||||||
Transactions with affiliates | |||||||||
Liability for indemnification obligation, if aggregate losses do not exceed specified amount | 0 | ||||||||
Liability for indemnification obligation related to environmental claims made as a result of additions to or modifications of environmental laws | 0 | ||||||||
Environmental indemnification | TransMontaigne LLC-related party | Florida and Midwest terminals | Minimum | |||||||||
Transactions with affiliates | |||||||||
Aggregate losses for indemnification obligation | 250,000 | ||||||||
Environmental indemnification | TransMontaigne LLC-related party | Florida and Midwest terminals | Maximum | |||||||||
Transactions with affiliates | |||||||||
Maximum liability for indemnification obligation | 15,000,000 | ||||||||
Environmental indemnification | TransMontaigne LLC-related party | Brownsville and River terminals | |||||||||
Transactions with affiliates | |||||||||
Liability for indemnification obligation, if aggregate losses do not exceed specified amount | 0 | ||||||||
Liability for indemnification obligation related to environmental claims made as a result of additions to or modifications of environmental laws | 0 | ||||||||
Environmental indemnification | TransMontaigne LLC-related party | Brownsville and River terminals | Minimum | |||||||||
Transactions with affiliates | |||||||||
Aggregate losses for indemnification obligation | 250,000 | ||||||||
Environmental indemnification | TransMontaigne LLC-related party | Brownsville and River terminals | Maximum | |||||||||
Transactions with affiliates | |||||||||
Maximum liability for indemnification obligation | 15,000,000 | ||||||||
Environmental indemnification | TransMontaigne LLC-related party | Southeast Terminals | |||||||||
Transactions with affiliates | |||||||||
Liability for indemnification obligation, if aggregate losses do not exceed specified amount | 0 | ||||||||
Liability for indemnification obligation related to environmental claims made as a result of additions to or modifications of environmental laws | 0 | ||||||||
Environmental indemnification | TransMontaigne LLC-related party | Southeast Terminals | Minimum | |||||||||
Transactions with affiliates | |||||||||
Aggregate losses for indemnification obligation | 250,000 | ||||||||
Environmental indemnification | TransMontaigne LLC-related party | Southeast Terminals | Maximum | |||||||||
Transactions with affiliates | |||||||||
Maximum liability for indemnification obligation | 15,000,000 | ||||||||
Environmental indemnification | TransMontaigne LLC-related party | Pensacola terminal | |||||||||
Transactions with affiliates | |||||||||
Liability for indemnification obligation related to environmental claims made as a result of additions to or modifications of environmental laws | 0 | ||||||||
Environmental indemnification | TransMontaigne LLC-related party | Pensacola terminal | Minimum | |||||||||
Transactions with affiliates | |||||||||
Aggregate losses for indemnification obligation | 200,000 | ||||||||
Environmental indemnification | TransMontaigne LLC-related party | Pensacola terminal | Maximum | |||||||||
Transactions with affiliates | |||||||||
Maximum liability for indemnification obligation | 2,500,000 | ||||||||
Terminaling services agreement-Florida and Midwest terminals | |||||||||
Transactions with affiliates | |||||||||
Term of lease agreement | 10 years | ||||||||
Percentage of capacity of Razorback terminals and the Razorback pipeline covered under the agreement | 100.00% | ||||||||
Terminaling services agreement-Florida and Midwest terminals | NGL | |||||||||
Transactions with affiliates | |||||||||
Notice period for termination of service agreement | 18 months | ||||||||
Storage capacity agreed to be provided (in barrels) | 1,100,000 | ||||||||
Storage capacity under commitment re-contracted (in barrels) | 500,000 | ||||||||
Terminaling services agreement-Florida and Midwest terminals | NGL | Minimum | |||||||||
Transactions with affiliates | |||||||||
Number of consecutive days for which diminution in the storage capacity the entity makes available to related party due to force majeure event as a result of which related party's minimum revenue commitment would be reduced proportionately | 30 days | ||||||||
Terminaling services agreement-Cushing terminal | Morgan Stanley Capital Group | |||||||||
Transactions with affiliates | |||||||||
Notice period for termination of service agreement | 180 days | ||||||||
Storage capacity agreed to be provided (in barrels) | 1,000,000 | ||||||||
Term of lease agreement | 1 year | ||||||||
Automatic renewal period of service agreement | 5 years | ||||||||
Terminaling services agreement-Cushing terminal | Morgan Stanley Capital Group | Minimum | |||||||||
Transactions with affiliates | |||||||||
Number of consecutive days for which diminution in the storage capacity the entity makes available to related party due to force majeure event as a result of which related party's minimum revenue commitment would be reduced proportionately | 120 days | ||||||||
Terminaling services agreement-Southeast terminals | Minimum | |||||||||
Transactions with affiliates | |||||||||
Notice period for termination of service agreement | 24 months | ||||||||
Terminaling services agreement-Southeast terminals | NGL | Minimum | |||||||||
Transactions with affiliates | |||||||||
Notice period for termination of service agreement | 24 months | ||||||||
Number of consecutive days for which diminution in the storage capacity the entity makes available to related party due to force majeure event as a result of which related party's minimum revenue commitment would be reduced proportionately | 30 days | ||||||||
Terminaling services agreement-Collins/Purvis | Morgan Stanley Capital Group | |||||||||
Transactions with affiliates | |||||||||
Storage capacity agreed to be provided (in barrels) | 700,000 | ||||||||
Term of lease agreement | 1 year | ||||||||
Terminaling services agreement-Collins/Purvis | Morgan Stanley Capital Group | Minimum | |||||||||
Transactions with affiliates | |||||||||
Notice period for termination of service agreement | 24 months | ||||||||
Number of consecutive days for which diminution in the storage capacity the entity makes available to related party due to force majeure event as a result of which related party's minimum revenue commitment would be reduced proportionately | 30 days | ||||||||
Barge dock services agreement-Baton Rouge dock | Morgan Stanley Capital Group | |||||||||
Transactions with affiliates | |||||||||
Notice period for termination of service agreement | 180 days | ||||||||
Number of consecutive days for which diminution in the storage capacity the entity makes available to related party due to force majeure event as a result of which related party's minimum revenue commitment would be reduced proportionately | 120 days | ||||||||
Automatic renewal period of service agreement | 5 years | ||||||||
Remaining period, following the first three year period after the in-service date, over which minimum throughput payments are received | 7 years | ||||||||
Operations and reimbursement agreement-Frontera | Frontera | |||||||||
Transactions with affiliates | |||||||||
Ownership interest in joint venture (as a percent) | 50.00% | ||||||||
Revenue recognized | 1,200,000 | 800,000 | |||||||
Forecast | Terminaling services agreement-Florida and Midwest terminals | NGL | Minimum | |||||||||
Transactions with affiliates | |||||||||
Throughput revenue | 5,700,000 | ||||||||
Forecast | Terminaling services agreement-Cushing terminal | Morgan Stanley Capital Group | Minimum | |||||||||
Transactions with affiliates | |||||||||
Throughput revenue | 4,300,000 | ||||||||
Forecast | Terminaling services agreement-Southeast terminals | NGL | Minimum | |||||||||
Transactions with affiliates | |||||||||
Throughput revenue | 27,000,000 | ||||||||
Forecast | Terminaling services agreement-Collins/Purvis | Morgan Stanley Capital Group | Minimum | |||||||||
Transactions with affiliates | |||||||||
Throughput revenue | 4,100,000 | ||||||||
Forecast | Barge dock services agreement-Baton Rouge dock | Morgan Stanley Capital Group | |||||||||
Transactions with affiliates | |||||||||
Minimum throughput payments for the first three years | 1,200,000 | ||||||||
First period, following the in-service date, over which minimum throughput payments are received | 3 years | ||||||||
Minimum throughput payments for the remaining seven years | 900,000 |
TERMINAL_ACQUISITION_Details
TERMINAL ACQUISITION (Details) (BOSTCO, USD $) | 0 Months Ended | 3 Months Ended | |
In Millions, unless otherwise specified | Jun. 05, 2013 | Dec. 31, 2013 | Dec. 20, 2012 |
bbl | bbl | ||
item | |||
ACQUISITIONS | |||
Number of storage tanks, the construction of which is involved in the initial phase of acquisition | 51 | ||
Storage capacity of storage tanks, the construction of which is involved in the initial phase of acquisition (in barrels) | 6,200,000 | ||
Number of barrels involved in the expansion phase of acquisition | 900,000 | ||
Fully subscribed storage capacity of storage tanks after initial phase and expansion projects | 7,100,000 | ||
Storage tanks, cost of construction | $529 | ||
Estimated overall construction cost of storage tanks including initial phase and expansion projects | 233 | ||
Class A Members | Kinder Morgan | |||
ACQUISITIONS | |||
Percentage of ownership | 42.50% | ||
Cost of voting interest acquired | $79 |
CONCENTRATION_OF_CREDIT_RISK_A2
CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Concentration of credit risk and trade accounts receivable | |||
Trade accounts receivable | 9,225 | $9,823 | |
Less allowance for doubtful accounts | -464 | -464 | |
Trade accounts receivable, net | 8,761 | $9,359 | |
NGL Energy Partners LP | |||
Concentration of credit risk and trade accounts receivable | |||
Percentage of total revenue generated by major customer | 30.00% | ||
Morgan Stanley Capital Group | |||
Concentration of credit risk and trade accounts receivable | |||
Percentage of total revenue generated by major customer | 13.00% | 62.00% |
OTHER_CURRENT_ASSETS_Details
OTHER CURRENT ASSETS (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
OTHER CURRENT ASSETS. | ||
Amounts due from insurance companies | $1,094,000 | $1,233,000 |
Additive detergent | 1,361,000 | 1,591,000 |
Deposits and other assets | 317,000 | 241,000 |
Other current assets | 2,772,000 | 3,065,000 |
Reimbursements from insurance companies | $100,000 |
PROPERTY_PLANT_AND_EQUIPMENT_N2
PROPERTY, PLANT AND EQUIPMENT, NET (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Property, plant and equipment, net | ||
Property, plant and equipment, gross | $634,587 | $626,762 |
Less accumulated depreciation | -248,747 | -241,461 |
Property, plant and equipment, net | 385,840 | 385,301 |
Land | ||
Property, plant and equipment, net | ||
Property, plant and equipment, gross | 52,519 | 52,519 |
Terminals, pipelines and equipment | ||
Property, plant and equipment, net | ||
Property, plant and equipment, gross | 568,495 | 566,677 |
Furniture, fixtures and equipment | ||
Property, plant and equipment, net | ||
Property, plant and equipment, gross | 2,122 | 2,122 |
Construction in progress | ||
Property, plant and equipment, net | ||
Property, plant and equipment, gross | $11,451 | $5,444 |
GOODWILL_Details
GOODWILL (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Goodwill | ||
Goodwill | $8,485 | $8,485 |
Brownsville terminals | ||
Goodwill | ||
Goodwill | $8,485 | $8,485 |
INVESTMENTS_IN_UNCONSOLIDATED_1
INVESTMENTS IN UNCONSOLIDATED AFFILIATES (Details) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Sep. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | |
bbl | ||||
INVESTMENTS IN UNCONSOLIDATED AFFILIATES | ||||
Carrying value of investments in unconsolidated affiliates | $248,090,000 | $249,676,000 | ||
Total earnings (loss) from investments in unconsolidated affiliates | 2,056,000 | 163,000 | ||
Additional capital investments in unconsolidated affiliates | 18,017,000 | |||
Cash distributions from unconsolidated affiliates | 3,642,000 | 750,000 | ||
BOSTCO | ||||
INVESTMENTS IN UNCONSOLIDATED AFFILIATES | ||||
Storage capacity | 7,100,000 | |||
Percentage of ownership | 42.50% | 42.50% | ||
Carrying value of investments in unconsolidated affiliates | 224,567,000 | 225,920,000 | ||
Excess investment | 7,700,000 | 7,800,000 | ||
Total earnings (loss) from investments in unconsolidated affiliates | 1,781,000 | -80,000 | ||
Additional capital investments in unconsolidated affiliates | 17,972,000 | |||
Cash distributions from unconsolidated affiliates | 3,134,000 | 113,000 | ||
Balance sheets: | ||||
Current assets | 13,710,000 | 19,400,000 | ||
Long-term assets | 507,654,000 | 511,373,000 | ||
Current liabilities | -11,188,000 | -17,435,000 | ||
Net assets | 510,176,000 | 513,338,000 | ||
Statements of comprehensive income (loss): | ||||
Revenue | 15,887,000 | 8,337,000 | ||
Expenses | -11,467,000 | -8,455,000 | ||
Net earnings and comprehensive income (loss) | 4,420,000 | -118,000 | ||
Frontera | ||||
INVESTMENTS IN UNCONSOLIDATED AFFILIATES | ||||
Storage capacity | 1,500,000 | |||
Percentage of ownership | 50.00% | 50.00% | ||
Carrying value of investments in unconsolidated affiliates | 23,523,000 | 23,756,000 | ||
Total earnings (loss) from investments in unconsolidated affiliates | 275,000 | 243,000 | ||
Additional capital investments in unconsolidated affiliates | 45,000 | |||
Cash distributions from unconsolidated affiliates | 508,000 | 637,000 | ||
Balance sheets: | ||||
Current assets | 4,588,000 | 4,222,000 | ||
Long-term assets | 43,805,000 | 44,528,000 | ||
Current liabilities | -1,347,000 | -1,238,000 | ||
Net assets | 47,046,000 | 47,512,000 | ||
Statements of comprehensive income (loss): | ||||
Revenue | 3,640,000 | 3,045,000 | ||
Expenses | -3,090,000 | -2,559,000 | ||
Net earnings and comprehensive income (loss) | $550,000 | $486,000 |
OTHER_ASSETS_NET_Details
OTHER ASSETS, NET (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Amounts due under long-term terminaling services agreements: | ||
External customers | $552 | $649 |
Affiliates | 832 | 945 |
Amounts due under long-term terminaling services agreements | 1,384 | 1,594 |
Deferred financing costs, net of accumulated amortization | 1,820 | 1,138 |
Customer relationships, net of accumulated amortization | 692 | 743 |
Deposits and other assets | 76 | 76 |
Other assets, net | 3,972 | 3,551 |
Accumulated amortization of deferred financing costs | 3,593 | 3,278 |
Accumulated amortization of customer relationships | $1,738 | $1,687 |
Amortization period of customer relationships | 12 years |
ACCRUED_LIABILITIES_Details
ACCRUED LIABILITIES (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Customer advances and deposits: | ||
External customers | $2,695,000 | $2,756,000 |
Affiliates | 2,677,000 | |
Customer advances and deposits | 5,372,000 | 2,756,000 |
Accrued property taxes | 1,497,000 | 892,000 |
Accrued environmental obligations | 1,376,000 | 1,524,000 |
Interest payable | 193,000 | 159,000 |
Rebate due to affiliates | 1,795,000 | |
Accrued expenses and other | 2,572,000 | 2,709,000 |
Accrued liabilities | 11,010,000 | 9,835,000 |
Period for billing of customers in advance for terminaling services | 1 month | |
Accrued environmental obligations | ||
Payments | -100,000 | |
Agreed rebate as a percentage of proceeds in excess of threshold sales | 50.00% | |
Threshold sales to provide rebate | 4,200,000 | |
Payment of rebate to related party | $1,800,000 |
OTHER_LIABILITIES_Details
OTHER LIABILITIES (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
OTHER LIABILITIES | |||
Advance payments received under long-term terminaling services agreements | $282,000 | $451,000 | |
Deferred revenue-ethanol blending fees and other projects | 3,110,000 | 3,419,000 | |
Unrealized loss on derivative instrument | 149,000 | ||
Other liabilities | 3,541,000 | 3,870,000 | |
Recognized revenue on a straight line basis for completed projects | $300,000 | $700,000 |
LONGTERM_DEBT_Details
LONG-TERM DEBT (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
item | |||
Long-term debt | |||
Restricted net assets | $0 | ||
TLP Finance Corp | |||
Long-term debt | |||
Ownership interest in subsidiary (as a percent) | 100.00% | ||
Amount of independent assets | 0 | ||
Amount of independent operations | 0 | ||
Credit Facility | |||
Long-term debt | |||
Maximum borrowing capacity | 400,000,000 | 350,000,000 | |
Optional increase to maximum borrowing capacity | 100,000,000 | ||
Consolidated EBITDA multiplier | 4.75 | ||
Maximum borrowing capacity based on 4.75 times Consolidated EBITDA | 368,700,000 | ||
Weighted average interest rate on borrowings (as a percent) | 2.70% | 2.60% | |
Outstanding borrowings under credit facility | 250,000,000 | 252,000,000 | |
Outstanding borrowings under letters of credit | 0 | 0 | |
Credit Facility | Minimum | |||
Long-term debt | |||
Commitment fee on unused amount of commitments (as a percent) | 0.38% | ||
Interest coverage ratio | 3 | ||
Credit Facility | Minimum | LIBOR | |||
Long-term debt | |||
Margin interest above reference rate (as a percent) | 2.00% | ||
Credit Facility | Minimum | Base Rate | |||
Long-term debt | |||
Margin interest above reference rate (as a percent) | 1.00% | ||
Credit Facility | Maximum | |||
Long-term debt | |||
Commitment fee on unused amount of commitments (as a percent) | 0.50% | ||
Other investments as a percentage of consolidated net tangible assets | 5.00% | ||
Permitted JV investments subject to liquidity | $125,000,000 | ||
Leverage ratio | 4.75 | ||
Senior secured leverage ratio | 3.75 | ||
Credit Facility | Maximum | LIBOR | |||
Long-term debt | |||
Margin interest above reference rate (as a percent) | 3.00% | ||
Credit Facility | Maximum | Base Rate | |||
Long-term debt | |||
Margin interest above reference rate (as a percent) | 2.00% |
PARTNERS_EQUITY_Details
PARTNERS' EQUITY (Details) | Mar. 31, 2015 | Dec. 31, 2014 |
Common unitholders | ||
Changes in number of units outstanding | ||
Units outstanding at the beginning of the period | 16,124,566 | |
Units outstanding at the end of the period | 16,124,566 | |
General partner equivalent units | ||
Changes in number of units outstanding | ||
Units outstanding at the beginning of the period | 329,073 | |
Units outstanding at the end of the period | 329,073 | |
Long-term incentive plan | ||
Information related to public offering | ||
Common units held on behalf of TransMontaigne Services Inc.'s long-term incentive plan | 2,750,868 | |
Long-term incentive plan | Common unitholders | ||
Information related to public offering | ||
Common units held on behalf of TransMontaigne Services Inc.'s long-term incentive plan | 9,601 | 7,600 |
LONGTERM_INCENTIVE_PLAN_Detail
LONG-TERM INCENTIVE PLAN (Details) (USD $) | 3 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Sep. 30, 2014 | Mar. 31, 2014 | Jul. 01, 2014 | Dec. 31, 2014 |
item | |||||
Available for future grant | |||||
Units outstanding at the beginning of the period | 2,179,457 | ||||
Automatic increase in units available for future grant | 322,491 | ||||
Units outstanding at the end of the period | 2,501,948 | ||||
TransMontaigne GP | |||||
Additional disclosures | |||||
Number of independent directors appointed | 3 | ||||
TransMontaigne LLC-related party | Morgan Stanley | |||||
Additional disclosures | |||||
Ownership interest sold (as a percent) | 100.00% | ||||
Restricted phantom units | |||||
Available for future grant | |||||
Units outstanding at the beginning of the period | 9,000 | ||||
Units outstanding at the end of the period | 9,000 | 9,000 | |||
Long-term incentive plan | |||||
Long-term incentive plan | |||||
Authorized units | 2,750,868 | ||||
Percentage of total outstanding common and subordinated units authorized for automatic increase in grant awards authorized on an annual basis | 2.00% | ||||
Available for future grant | |||||
Units outstanding at the end of the period | 2,501,948 | ||||
Additional disclosures | |||||
Vesting period | 4 years | ||||
Deferred equity-based compensation included in direct general and administrative expenses | 23 | $52 | |||
Long-term incentive plan | Common unitholders | TransMontaigne GP | |||||
Long-term incentive plan | |||||
Number of common units purchased | 2,001 | 2,001 | |||
Long-term incentive plan | Restricted phantom units | |||||
Available for future grant | |||||
Grant (in units) | -9,000 | ||||
Vesting (in units) | -15,000 | ||||
Restricted phantom units | |||||
Grant (in units) | 9,000 | ||||
Vesting (in units) | -15,000 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Nov. 30, 2014 | |
Contractual commitments for supply of services, labor and materials | $10,500,000 | ||
Future minimum lease payments under non-cancelable operating leases | |||
2015 (remainder of the year) | 2,835,000 | ||
2016 | 3,981,000 | ||
2017 | 3,003,000 | ||
2018 | 607,000 | ||
2019 | 594,000 | ||
Thereafter | 3,414,000 | ||
Total | 14,434,000 | ||
Expected minimum sublease rentals to be received | 1,000,000 | ||
Rental expense under operating leases | 900,000 | 900,000 | |
Brownsville terminals | Litigation | Nieto | |||
Legal proceedings | |||
Cost of truck uploading facility | 500,000 | ||
Damages sought | $6,200,000 |
NET_EARNINGS_PER_LIMITED_PARTN2
NET EARNINGS PER LIMITED PARTNER UNIT (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2014 |
NET EARNINGS PER LIMITED PARTNER UNIT | ||||||
Net earnings | $10,122 | $9,238 | $32,463 | |||
Less: | ||||||
Distributions payable on behalf of incentive distribution rights | -1,682 | -1,603 | ||||
Distributions payable on behalf of general partner interest | -219 | -217 | ||||
Earnings allocable to general partner interest less than distributions payable to general partner interest | 51 | 64 | ||||
Earnings allocable to general partner interest including incentive distribution rights | -1,850 | -1,756 | ||||
Net earnings allocable to limited partners | 8,272 | 7,482 | ||||
Less distribution payable on behalf of unvested long-term incentive plan grants | -6 | -10 | ||||
Net earnings allocable to limited partners for calculating net earnings per limited partner unit | $8,266 | $7,472 | ||||
Basic and diluted weighted average units | 16,125 | 16,103 | ||||
Net earnings per limited partner unit-basic and diluted (in dollars per unit) | $0.51 | $0.46 | ||||
Period for declaration of distribution, maximum | 45 days | |||||
Distribution declared per common unit (in dollars per unit) | $0.67 | $0.67 | $0.67 | $0.67 | $0.66 |
BUSINESS_SEGMENTS_Details
BUSINESS SEGMENTS (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
Segments of business | ||||
Total revenue | $37,897 | $38,053 | ||
Direct operating costs and expenses | -14,954 | -15,392 | ||
Net margins | 22,943 | 22,661 | ||
Direct general and administrative expenses | -1,021 | -918 | ||
Allocated general and administrative expenses | -2,803 | -2,782 | ||
Allocated insurance expense | -934 | -914 | ||
Reimbursement of bonus awards expense | -525 | -375 | ||
Depreciation and amortization | -7,337 | -7,400 | ||
Earnings from unconsolidated affiliates | 2,056 | 163 | ||
Operating income | 12,379 | 10,435 | ||
Other expenses | -2,257 | -1,197 | ||
Net earnings | 10,122 | 9,238 | 32,463 | |
External customers | 25,299 | 13,623 | ||
Revenue from affiliates | 12,598 | 24,430 | ||
Capital expenditures | 6,744 | 1,723 | ||
Identifiable assets | 408,318 | |||
Cash and cash equivalents | 918 | 4,652 | 3,304 | 3,263 |
Investments in unconsolidated affiliates | 248,090 | 249,676 | ||
Deferred financing costs | 1,820 | 1,138 | ||
Other | 886 | |||
TOTAL ASSETS | 660,032 | 664,057 | ||
NGL Energy Partners LP | ||||
Segments of business | ||||
Revenue from affiliates | 11,361 | |||
Morgan Stanley Capital Group | ||||
Segments of business | ||||
Revenue from affiliates | 23,531 | |||
Frontera | ||||
Segments of business | ||||
Revenue from affiliates | 1,177 | 841 | ||
TransMontaigne LLC-related party | ||||
Segments of business | ||||
Revenue from affiliates | 60 | 58 | ||
Gulf Coast Terminals | ||||
Segments of business | ||||
Terminaling services fees, net | 10,678 | 11,768 | ||
Other | 1,998 | 3,001 | ||
Total revenue | 12,676 | 14,769 | ||
Direct operating costs and expenses | -4,406 | -4,837 | ||
Net margins | 8,270 | 9,932 | ||
External customers | 9,920 | 6,023 | ||
Capital expenditures | 3,239 | 200 | ||
Identifiable assets | 124,212 | |||
Gulf Coast Terminals | NGL Energy Partners LP | ||||
Segments of business | ||||
Revenue from affiliates | 2,756 | |||
Gulf Coast Terminals | Morgan Stanley Capital Group | ||||
Segments of business | ||||
Revenue from affiliates | 8,736 | |||
Gulf Coast Terminals | TransMontaigne LLC-related party | ||||
Segments of business | ||||
Revenue from affiliates | 10 | |||
Midwest Terminals and Pipeline System | ||||
Segments of business | ||||
Terminaling services fees, net | 2,102 | 1,993 | ||
Pipeline transportation fees | 414 | 327 | ||
Other | 227 | 374 | ||
Total revenue | 2,743 | 2,694 | ||
Direct operating costs and expenses | -678 | -704 | ||
Net margins | 2,065 | 1,990 | ||
External customers | 2,743 | 807 | ||
Capital expenditures | 437 | 28 | ||
Identifiable assets | 23,585 | |||
Midwest Terminals and Pipeline System | Morgan Stanley Capital Group | ||||
Segments of business | ||||
Revenue from affiliates | 1,887 | |||
Brownsville terminals | ||||
Segments of business | ||||
Terminaling services fees, net | 1,816 | 1,497 | ||
Pipeline transportation fees | 1,182 | 366 | ||
Other | 3,962 | 2,974 | ||
Total revenue | 6,960 | 4,837 | ||
Direct operating costs and expenses | -3,150 | -3,480 | ||
Net margins | 3,810 | 1,357 | ||
External customers | 5,773 | 3,996 | ||
Capital expenditures | 993 | 567 | ||
Identifiable assets | 45,998 | |||
Brownsville terminals | NGL Energy Partners LP | ||||
Segments of business | ||||
Revenue from affiliates | 10 | |||
Brownsville terminals | Frontera | ||||
Segments of business | ||||
Revenue from affiliates | 1,177 | 841 | ||
River terminals | ||||
Segments of business | ||||
Terminaling services fees, net | 2,257 | 2,021 | ||
Other | 255 | 214 | ||
Total revenue | 2,512 | 2,235 | ||
Direct operating costs and expenses | -1,543 | -1,782 | ||
Net margins | 969 | 453 | ||
External customers | 2,395 | 1,951 | ||
Capital expenditures | 1,328 | 493 | ||
Identifiable assets | 54,028 | |||
River terminals | NGL Energy Partners LP | ||||
Segments of business | ||||
Revenue from affiliates | 117 | |||
River terminals | Morgan Stanley Capital Group | ||||
Segments of business | ||||
Revenue from affiliates | 284 | |||
Southeast Terminals | ||||
Segments of business | ||||
Terminaling services fees, net | 11,757 | 11,440 | ||
Other | 1,249 | 2,078 | ||
Total revenue | 13,006 | 13,518 | ||
Direct operating costs and expenses | -5,177 | -4,589 | ||
Net margins | 7,829 | 8,929 | ||
External customers | 4,468 | 846 | ||
Capital expenditures | 747 | 435 | ||
Identifiable assets | 160,495 | |||
Southeast Terminals | NGL Energy Partners LP | ||||
Segments of business | ||||
Revenue from affiliates | 8,478 | |||
Southeast Terminals | Morgan Stanley Capital Group | ||||
Segments of business | ||||
Revenue from affiliates | 12,624 | |||
Southeast Terminals | TransMontaigne LLC-related party | ||||
Segments of business | ||||
Revenue from affiliates | $60 | $48 |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (USD $) | 3 Months Ended | 0 Months Ended | |||||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Apr. 13, 2015 | 4-May-15 |
bbl | |||||||
Subsequent Event | |||||||
Distribution announced per unit (in dollars per unit) | $0.67 | $0.67 | $0.67 | $0.67 | $0.66 | ||
Subsequent Event | |||||||
Subsequent Event | |||||||
Distribution announced per unit (in dollars per unit) | $0.67 | ||||||
Subsequent Event | Terminaling services agreement-Collins/Purvis | Morgan Stanley Capital Group | |||||||
Subsequent Event | |||||||
Term of lease agreement | 5 years | ||||||
Storage capacity agreed to be provided (in barrels) | 2,700,000 | ||||||
Throughput revenue | $4,000 |