Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2022 shares | |
Document and Entity Information | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Sep. 30, 2022 |
Document Transition Report | false |
Entity File Number | 001-32505 |
Entity Registrant Name | TRANSMONTAIGNE PARTNERS LLC |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 34-2037221 |
Entity Address, Address Line One | 1670 Broadway |
Entity Address, Address Line Two | Suite 3100 |
Entity Address, City or Town | Denver |
Entity Address, State or Province | CO |
Entity Address, Postal Zip Code | 80202 |
City Area Code | 303 |
Local Phone Number | 626-8200 |
Entity Current Reporting Status | No |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 0 |
Entity Central Index Key | 0001319229 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | Q3 |
Consolidated balance sheets (un
Consolidated balance sheets (unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 16,027 | $ 18,273 |
Trade accounts receivable | 35,279 | 20,028 |
Due from affiliates | 2,715 | 2,397 |
Inventory | 12,608 | 5,333 |
Other current assets | 12,243 | 6,492 |
Total current assets | 78,872 | 52,523 |
Property, plant and equipment, net | 835,267 | 851,483 |
Goodwill | 18,586 | 18,586 |
Investments in unconsolidated affiliates | 327,882 | 332,692 |
Right-of-use assets, operating leases | 51,393 | 48,522 |
Other assets, net | 87,722 | 53,146 |
TOTAL ASSETS | 1,399,722 | 1,356,952 |
Current liabilities: | ||
Trade accounts payable | 15,238 | 14,568 |
Operating lease liabilities | 3,569 | 3,665 |
Accrued liabilities | 37,556 | 37,751 |
Current debt | 10,000 | 10,000 |
Total current liabilities | 66,363 | 65,984 |
Deferred revenue | 1,354 | 3,334 |
Long-term operating lease liabilities | 50,040 | 46,643 |
Long-term debt | 1,288,785 | 1,263,940 |
Total liabilities | 1,406,542 | 1,379,901 |
Commitments and contingencies (Note 13) | ||
Equity: | ||
Member interest | (6,820) | (22,949) |
Total equity | (6,820) | (22,949) |
TOTAL LIABILITIES AND EQUITY | $ 1,399,722 | $ 1,356,952 |
Consolidated statements of oper
Consolidated statements of operations (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue: | ||||
Total revenue | $ 178,673 | $ 142,384 | $ 507,938 | $ 384,922 |
Costs and expenses: | ||||
Cost of product sales | (96,173) | (65,769) | (269,335) | (157,765) |
Operating | (29,705) | (26,738) | (88,701) | (82,755) |
General and administrative | (6,967) | (7,425) | (22,430) | (18,575) |
Insurance | (1,525) | (1,580) | (4,780) | (4,673) |
Deferred compensation | (786) | (355) | (3,006) | (1,572) |
Depreciation and amortization | (17,886) | (17,149) | (53,015) | (51,232) |
Total costs and expenses | (153,042) | (119,016) | (441,267) | (316,572) |
Earnings from unconsolidated affiliates | 2,922 | 3,791 | 9,779 | 11,835 |
Operating income | 28,553 | 27,159 | 76,450 | 80,185 |
Other expenses: | ||||
Interest expense | (2,599) | (10,249) | (31,519) | (30,714) |
Deferred debt issuance costs | (3,712) | (982) | (5,759) | (2,916) |
Total other expenses | (6,311) | (11,231) | (37,278) | (33,630) |
Net earnings | 22,242 | 15,928 | 39,172 | 46,555 |
Terminal revenue | ||||
Revenue: | ||||
Total revenue | 77,833 | 72,301 | 227,224 | 216,750 |
Product sales | ||||
Revenue: | ||||
Total revenue | $ 100,840 | $ 70,083 | $ 280,714 | $ 168,172 |
Consolidated statements of equi
Consolidated statements of equity (unaudited) - USD ($) $ in Thousands | Predecessor | Member interest | Total |
Balance at Dec. 31, 2020 | $ 73,264 | $ 335,293 | $ 408,557 |
Increase (Decrease) in Partners' Capital | |||
Distributions to TLP Finance Holdings, LLC for debt service | (35,580) | (35,580) | |
Net earnings | 9,776 | 36,779 | 46,555 |
Balance at Sep. 30, 2021 | 83,040 | 336,492 | 419,532 |
Balance at Jun. 30, 2021 | 78,281 | 337,060 | 415,341 |
Increase (Decrease) in Partners' Capital | |||
Distributions to TLP Finance Holdings, LLC for debt service | (11,737) | (11,737) | |
Net earnings | 4,759 | 11,169 | 15,928 |
Balance at Sep. 30, 2021 | $ 83,040 | 336,492 | 419,532 |
Balance at Dec. 31, 2021 | (22,949) | (22,949) | |
Increase (Decrease) in Partners' Capital | |||
Contributions from parent entities | 1,516 | 1,516 | |
Distributions to TLP Finance Holdings, LLC for debt service | (24,559) | (24,559) | |
Net earnings | 39,172 | 39,172 | |
Balance at Sep. 30, 2022 | (6,820) | (6,820) | |
Balance at Jun. 30, 2022 | (20,460) | (20,460) | |
Increase (Decrease) in Partners' Capital | |||
Contributions from parent entities | 572 | 572 | |
Distributions to TLP Finance Holdings, LLC for debt service | (9,174) | (9,174) | |
Net earnings | 22,242 | 22,242 | |
Balance at Sep. 30, 2022 | $ (6,820) | $ (6,820) |
Consolidated statements of cash
Consolidated statements of cash flows (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||||
Net earnings | $ 22,242 | $ 15,928 | $ 39,172 | $ 46,555 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||||
Depreciation and amortization | 17,886 | 17,149 | 53,015 | 51,232 |
Earnings from unconsolidated affiliates | (2,922) | (3,791) | (9,779) | (11,835) |
Distributions from unconsolidated affiliates | 5,354 | 4,935 | 14,589 | 14,476 |
Equity-based compensation | 419 | 1,257 | ||
Amortization of deferred debt issuance costs | 1,108 | 982 | 3,155 | 2,916 |
Amortization of deferred revenue | (647) | (274) | (1,980) | (1,126) |
Unrealized gain on derivative instruments | (15,763) | (302) | (15,763) | (1,200) |
Changes in operating assets and liabilities: | ||||
Trade accounts receivable | (2,338) | 13 | (15,251) | (9,830) |
Due from affiliates | (108) | 32 | (318) | (55) |
Inventory | (4,331) | 4,235 | (7,275) | 2,287 |
Other current assets | 1,790 | 140 | (298) | (2,159) |
Long-term customer receivables | 17 | (225) | 513 | 746 |
Right-of-use assets, operating leases | 783 | 739 | 2,399 | 2,213 |
Other assets, net | (1,237) | (59) | (2,248) | (44) |
Trade accounts payable | 1,730 | 3,015 | 847 | 5,065 |
Accrued liabilities | (3,719) | 1,393 | (195) | 244 |
Operating lease liabilities | (573) | (546) | (1,969) | (1,976) |
Net cash provided by operating activities | 19,691 | 43,364 | 59,871 | 97,509 |
Cash flows from investing activities: | ||||
Investments in unconsolidated affiliates | (527) | (3,349) | ||
Affiliate loan | (25,000) | |||
Capital expenditures | (10,688) | (22,692) | (37,080) | (46,988) |
Net cash used in investing activities | (10,688) | (23,219) | (62,080) | (50,337) |
Cash flows from financing activities: | ||||
Repayments of senior secured term loan | (5,000) | |||
Repayments of SeaPort Financing term loan | (524) | (1,572) | ||
Borrowings under revolving credit facility | 24,500 | 32,400 | 110,700 | 98,100 |
Repayments under revolving credit facility | (19,500) | (33,800) | (80,700) | (103,500) |
Debt issuance costs | (152) | (737) | ||
Contributions from parent entities | 153 | 259 | ||
Distributions to TLP Finance Holdings, LLC for debt service | (9,174) | (11,737) | (24,559) | (35,580) |
Net cash used in financing activities | (4,173) | (13,661) | (37) | (42,552) |
Increase (decrease) in cash and cash equivalents | 4,830 | 6,484 | (2,246) | 4,620 |
Cash and cash equivalents at beginning of period | 11,197 | 13,615 | 18,273 | 15,479 |
Cash and cash equivalents at end of period | 16,027 | 20,099 | 16,027 | 20,099 |
Supplemental disclosures of cash flow information: | ||||
Cash paid for interest | 23,834 | 15,103 | 51,121 | 37,047 |
Property, plant and equipment acquired with accounts payable | 4,290 | 6,804 | 4,290 | 6,804 |
Additions to right-of-use assets obtained from new operating lease liabilities | 36 | $ 125 | 5,270 | $ 15,820 |
Non-cash contributions from parent entities | $ 572 | $ 1,516 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Nature of business TransMontaigne Partners LLC (“we,” “us,” “our,” “the Company”) provides integrated terminaling, storage, transportation and related services for companies engaged in the trading, distribution and marketing of light refined petroleum products, heavy refined petroleum products, renewable products, crude oil, chemicals, fertilizers and other liquid products. We conduct our operations in the United States along the Gulf Coast, in the Midwest, in Houston and Brownsville, Texas, along the Mississippi and Ohio rivers, in the Southeast and along the West Coast. In addition, we sell refined and renewable products to major fuel producers and marketers in the Pacific Northwest at our terminal operations in Tacoma and Seattle, Washington. On November 17, 2021, Arclight contributed Pike West Coast Holdings, LLC (“Pike West Coast”) a portfolio company of ArcLight Energy Partners Fund VI, L.P. to the Company. Pike West Coast is an infrastructure company with significant operations across the renewable fuels supply chain in the U.S. Pacific Northwest (the “Pacific Northwest Contribution”). Pike West Coast owns a 100% ownership interest in SeaPort Financing, LLC. SeaPort Financing, LLC owns a 100% ownership interest in SeaPort Sound Terminal, LLC, which owns a refined and renewable products terminal in Tacoma, Washington; a 51% ownership interest in SeaPort Midstream Partners, LLC (“Seaport Midstream”), which owns refined and renewable products terminals in both Seattle, Washington and Portland, Oregon; and a 30% ownership interest in Olympic Pipeline Company, LLC (“Olympic Pipeline Company”), which owns the 400-mile Olympic Pipeline between Blaine, Washington and Portland, Oregon, and a refined and renewable products terminal in Bayview, Washington. The Pacific Northwest Contribution has been recorded at carryover basis as a reorganization of entities under common control. As such, prior periods include the assets, liabilities, and results of operations of the Pacific Northwest Contribution for all periods presented (See Note 3 of Notes to consolidated financial statements). (b) Basis of presentation and use of estimates Our accounting and financial reporting policies conform to accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounts of TransMontaigne Partners LLC and its controlled subsidiaries. Investments where we do not have the ability to exercise control, but do have the ability to exercise significant influence, are accounted for using the equity method of accounting. All intercompany accounts and transactions have been eliminated in the preparation of the accompanying consolidated financial statements. The accompanying consolidated financial statements include all adjustments (consisting of normal and recurring accruals) considered necessary to present fairly our financial position as of September 30, 2022 and December 31, 2021 and our results of operations for the three and nine months ended September 30, 2022 and 2021. The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. In management’s opinion, the estimate of useful lives of our plant and equipment are subjective in nature, require the exercise of judgment and involve complex analyses. 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 We generate revenue from terminaling services fees, management fees, pipeline transportation fees and product sales. Under Topic 606, Revenue from Contracts with Customers Leases and the series of related Accounting Standards Updates that followed (collectively referred to as “ASC 842”), we recognize revenue over time or at a point in time, depending on the nature of the performance obligations contained in the respective contract with our customer. The contract transaction price is allocated to each performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The following is an overview of our significant revenue streams, including a description of the respective performance obligations and related method of revenue recognition. Terminaling services fees. Our terminaling services agreements are structured as either throughput agreements or storage agreements. Our throughput agreements contain provisions that require our customers to make minimum payments, which are based on contractually established minimum volumes of throughput of the customer’s product at our facilities, over a stipulated period of time. Due to this minimum payment arrangement, we recognize a fixed amount of revenue from the customer over a certain period of time, even if the customer throughputs less than the minimum volume of product during that period. In addition, if a customer throughputs a volume of product exceeding the minimum volume, we would recognize additional revenue on this incremental volume. Our storage agreements require our customers to make minimum payments based on the volume of storage capacity available to the customer under the agreement, which results in a fixed amount of recognized revenue. We refer to the fixed amount of revenue recognized pursuant to our terminaling services agreements as being “firm commitments.” Our terminaling services agreements include revenue recognized in accordance with ASC 606 and ASC 842. At the time of contract inception, we evaluate each contract to determine whether the contract contains a lease. Significant assumptions used in this process include the determination of whether substantive substitution rights exist based on the terms of the contract and available capacity at the terminal at the time of contract inception. Our terminaling services agreements do not allow our customers to purchase the underlying asset and vary in terms and conditions with respect to extension or termination options. If a contract is accounted for as a lease under ASC 842, we recognize the minimum payments as lease revenue and revenue recognized in excess of firm commitments as a variable payment of the lease. All other components of the contracts accounted for as a lease are treated as non-lease components (ancillary revenue) and are accounted for in accordance with ASC 606. The majority of our firm commitments under our terminaling services agreements are accounted for as lease revenue in accordance with ASC 842. The remaining firm commitments under our terminaling services agreements not accounted for as lease revenue are accounted for in accordance with ASC 606, where the minimum payment arrangement in each contract is considered a single performance obligation that is primarily satisfied over time through the contract term. Revenue recognized in excess of firm commitments and revenue recognized based solely on the volume of product distributed or injected are referred to as ancillary. The ancillary revenue associated with terminaling services include volumes of product throughput that exceed the contractually established minimum volumes, injection fees based on the volume of product injected with additive compounds, heating and mixing of stored products, product transfer, railcar handling, butane blending, proceeds from the sale of product gains, wharfage and vapor recovery. The revenue generated by these services is required to be estimated under ASC 606 for any uncertainty that is not resolved in the period of the service. We account for the majority of ancillary revenue at individual points in time when the services are delivered to the customer. The majority of our ancillary revenue is recognized in accordance with ASC 606 (See Note 15 of Notes to consolidated financial statements). Management fees. manage additional terminal facilities that are owned by affiliates of ArcLight, including Lucknow-Highspire Terminals, LLC, which operates terminals throughout Pennsylvania encompassing approximately 9.9 million barrels of storage capacity and we receive a management fee based on our costs incurred. Management fee revenue is recognized at individual points in time as the services are performed or as the costs are incurred and is primarily accounted for in accordance with ASC 606. Management fees related to lease revenue are accounted for in accordance with ASC 842. Pipeline transportation fees. Product sales. (d) Cash and cash equivalents We consider all short-term investments with a remaining maturity of three months or less at the date of purchase to be cash equivalents. (e) Inventory Inventory represents refined and renewable products held for resale and are recorded at the lower of cost or net realizable value. Cost is determined by using the average cost method. At September 30, 2022 and December 31, 2021, our refined products inventory was approximately $9.7 million and $2.8 million, respectively. At September 30, 2022 and December 31, 2021, our renewable products inventory was approximately $2.9 million and $2.5 million, respectively. We did not recognize any adjustments to the lower of cost or net realizable value during the three and nine months ended September 30, 2022 and 2021. (f) Property, plant and equipment Depreciation is computed using the straight-line method. Estimated useful lives are 15 to 25 years for terminals and pipelines and 3 to 25 years for furniture, fixtures and equipment. All items of property, plant and equipment are carried at cost. Expenditures that increase capacity or extend useful lives are capitalized. Repairs and maintenance are expensed as incurred. We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable based on expected undiscounted future cash flows attributable to that asset group. If an asset group is impaired, the impairment loss to be recognized is the excess of the carrying amount of the asset group over its estimated fair value. We did not recognize any impairment charges during the three and nine months ended September 30, 2022 and 2021. (g) Investments in unconsolidated affiliates We account for our investments in unconsolidated affiliates, which we do not control but do have the ability to exercise significant influence over, using the equity method of accounting. Under this method, the investment is recorded at acquisition cost, increased by our proportionate share of any earnings and additional capital contributions and decreased by our proportionate share of any losses, distributions received and amortization of any excess investment. Excess investment is the amount by which our total investment exceeds our proportionate share of the book value of the net assets of the investment entity. We evaluate our investments in unconsolidated affiliates for impairment whenever events or circumstances indicate there is a loss in value of the investment that is other than temporary. In the event of impairment, we would record a charge to earnings to adjust the carrying amount to estimated fair value. We did not recognize any impairment charges during the three and nine months ended September 30, 2022 and 2021. (h) 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). In connection with our acquisition of the Florida, Midwest, Brownsville, Texas, River and Southeast terminals and facilities, a third party agreed to indemnify us against certain potential environmental claims, losses and expenses. Based on our current knowledge, we expect that the active remediation projects subject to the benefit of this indemnification obligation are winding down and will not involve material additional claims, losses, and expenses. (i) Asset retirement obligations Asset retirement obligations are legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development or normal use of the asset. GAAP requires that the fair value of a liability related to the retirement of long-lived assets be recorded at the time a legal obligation is incurred. Once an asset retirement obligation is identified and a liability is recorded, a corresponding asset is recorded, which is depreciated over the remaining useful life of the asset. After the initial measurement, the liability is adjusted to reflect changes in the asset retirement obligation. If and when it is determined that a legal obligation has been incurred, the fair value of any liability is determined based on estimates and assumptions related to retirement costs, future inflation rates and interest rates. Our long-lived assets consist of above-ground storage facilities and underground pipelines. We are unable to predict if and when these long-lived assets will become completely obsolete and require dismantlement. We have not recorded an asset retirement obligation, or corresponding asset, because the future dismantlement and removal dates of our long-lived assets is indeterminable and the amount of any associated costs are believed to be insignificant. Changes in our assumptions and estimates may occur as a result of the passage of time and the occurrence of future events. (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 Notes 5 and 9 of Notes to consolidated financial statements). Changes in the fair value of our derivative instruments are recognized in the consolidated statements of operations. $nil (k) Income taxes No provision for U.S. federal income taxes has been reflected in the accompanying consolidated financial statements because we are treated as a partnership for federal income tax purposes. As a partnership, all income, gains, losses, expenses, deductions and tax credits generated by us flow up to our owners. (l) Comprehensive income Entities that report items of other comprehensive income have the option to present the components of net earnings and comprehensive income in either one continuous financial statement, or two consecutive financial statements. As we have no components of comprehensive income other than net earnings, no statement of comprehensive income has been presented. (m) Recent accounting pronouncements In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform — Facilitation of the Effects of Reference Rate Reform on Financial Reporting. Update No. 2021-01, Reference Rate Reform (Topic 848), |
TRANSACTIONS WITH AFFILIATES
TRANSACTIONS WITH AFFILIATES | 9 Months Ended |
Sep. 30, 2022 | |
TRANSACTIONS WITH AFFILIATES | |
TRANSACTIONS WITH AFFILIATES | (2) TRANSACTIONS WITH AFFILIATES Operations and reimbursement agreement—Frontera. We have a Terminaling services agreements—Brownsville terminals. Terminaling services agreement—Gulf Coast terminals. Operating and administrative agreement—SeaPort Midstream Partners, LLC —Central services. We have a Terminaling services agreement— SeaPort Midstream Partners, LLC. $nil respectively. We recognized expense related to this agreement of approximately $0.3 million and $nil Other affiliates—Central services . Services agreement — TransMontaigne Management Company, LLC. . |
CONTRIBUTION OF TERMINAL ASSETS
CONTRIBUTION OF TERMINAL ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
CONTRIBUTION OF TERMINAL ASSETS | |
CONTRIBUTION OF TERMINAL ASSETS | (3) CONTRIBUTION OF TERMINAL ASSETS Contribution of Pacific Northwest assets. million short-term loan from the Company to an ArcLight affiliate was terminated in contemplation of the contribution. Pike West Coast is an infrastructure company with significant operations across the renewable fuels supply chain in the U.S. Pacific Northwest (the “Pacific Northwest Contribution”). Pike West Coast owns a 100% ownership interest in SeaPort Financing, LLC. SeaPort Financing, LLC owns a 100% ownership interest in SeaPort Sound Terminal, LLC, which owns a refined and renewable products terminal in Tacoma, Washington; a 51% ownership interest in SeaPort Midstream, which owns refined and renewable products terminals in both Seattle, Washington and Portland, Oregon; and a 30% ownership interest in Olympic Pipeline Company, which owns the 400-mile Olympic Pipeline between Blaine, Washington and Portland, Oregon, and a refined and renewable products terminal in Bayview, Washington. The Pacific Northwest Contribution has been recorded at carryover basis as a reorganization of entities under common control. As such, prior periods include the assets, liabilities, and results of operations of the Pacific Northwest Contribution for all periods presented. We recorded the assets at their net book value of $84.7 million with the remaining consideration paid of $181.8 million recorded as a reduction to member equity interest. The difference between the consideration we paid and the carryover basis of the net assets purchased has been reflected in the accompanying consolidated balance sheets and statement of equity as a decrease to the member interest. Our basis in the assets and liabilities of the Pacific Northwest Contribution at the time of the contribution was as follows (in thousands): Cash $ 19,078 Trade accounts receivable 8,174 Inventory 3,145 Other current assets 671 Property, plant and equipment, net 120,215 Investment in unconsolidated affiliates 108,691 Goodwill 9,158 Other assets, net 14,689 Trade accounts payable (6,062) Senior secured term loan (191,510) Accrued and other liabilities (1,552) Equity $ 84,697 |
CONCENTRATION OF CREDIT RISK AN
CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE | 9 Months Ended |
Sep. 30, 2022 | |
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, in the Midwest and along the West Coast. We have a concentration of trade receivable balances due from companies engaged in the trading, distribution and marketing of refined products and crude oil. These concentrations of customers may affect our overall credit risk in that the customers may be similarly affected by changes in economic, regulatory or other factors. Our customers’ historical financial and operating information is analyzed prior to extending credit. We manage our exposure to credit risk through credit analysis, credit approvals, credit limits and monitoring procedures, and for certain transactions we may request letters of credit, prepayments or guarantees. Trade accounts receivable consists of the following (in thousands): September 30, December 31, 2022 2021 Trade accounts receivable $ 35,279 $ 20,028 The following customers accounted for at least 10% of our consolidated revenue in at least one of the periods presented in the accompanying consolidated statements of operations: Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Customer A 16 % 10 % 14 % 6 % Customer B 7 % 11 % 8 % 11 % Customer C 9 % 10 % 8 % 9 % |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
OTHER CURRENT ASSETS | |
OTHER CURRENT ASSETS | (5) OTHER CURRENT ASSETS Other current assets were as follows (in thousands): September 30, December 31, 2022 2021 Unrealized gain on derivative instruments $ 5,526 $ — Prepaid insurance 2,726 1,913 Additive detergent 1,528 1,055 Amounts due from insurance companies 376 414 Deposits and other assets 2,087 3,110 $ 12,243 $ 6,492 Amounts due from insurance companies. We periodically file claims for recovery of environmental remediation costs and property claims with our insurance carriers under our comprehensive liability policies. We recognize our insurance recoveries in the period that we assess the likelihood of recovery as being probable. At both September 30, 2022 and December 31, 2021, we have recognized amounts due from insurance companies of approximately |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2022 | |
PROPERTY, PLANT AND EQUIPMENT, NET | |
PROPERTY, PLANT AND EQUIPMENT, NET | (6) PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net was as follows (in thousands): September 30, December 31, 2022 2021 Land $ 104,647 $ 104,647 Terminals, pipelines and equipment 1,316,723 1,266,086 Furniture, fixtures and equipment 17,530 16,986 Construction in progress 16,219 32,997 1,455,119 1,420,716 Less accumulated depreciation (619,852) (569,233) $ 835,267 $ 851,483 At September 30, 2022 and December 31, 2021, property, plant and equipment, net utilized by our customers in revenue operating lease arrangements consisted of approximately $587.3 million and $597.9 million, respectively, of terminals, pipelines and equipment. The terminals, pipelines and equipment primarily relates to our storage tanks and associated internal piping. |
GOODWILL
GOODWILL | 9 Months Ended |
Sep. 30, 2022 | |
GOODWILL. | |
GOODWILL | (7) GOODWILL Goodwill was as follows (in thousands): September 30, December 31, 2022 2021 Brownsville terminals $ 8,485 $ 8,485 West Coast terminals 10,101 10,101 $ 18,586 $ 18,586 Goodwill is required to be tested for impairment annually unless events or changes in circumstances indicate it is more likely than not that an impairment loss has been incurred at an interim date. Our annual test for the impairment of goodwill is performed as of December 31. The impairment test is performed at the reporting unit level. Our reporting units are our business segments (See Note 16 of Notes to consolidated financial statements). The fair value of each reporting unit is determined on a stand-alone basis from the perspective of a market participant and represents an estimate of the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to be impaired. At September 30, 2022 and December 31, 2021, our Brownsville and West Coast terminals contained goodwill. We did not recognize any goodwill impairment charges during the three and nine months ended September 30, 2022 or during the year ended December 31, 2021 for these reporting units. However, an increase in the assumed market participants’ weighted average cost of capital, the loss of a significant customer, the disposition of significant assets, or an unforeseen increase in the costs to operate and maintain the Brownsville or West Coast terminals could result in the recognition of an impairment charge in the future. |
INVESTMENTS IN UNCONSOLIDATED A
INVESTMENTS IN UNCONSOLIDATED AFFILIATES | 9 Months Ended |
Sep. 30, 2022 | |
INVESTMENTS IN UNCONSOLIDATED AFFILIATES | |
INVESTMENTS IN UNCONSOLIDATED AFFILIATES | (8) INVESTMENTS IN UNCONSOLIDATED AFFILIATES At September 30, 2022 and December 31, 2021, our investments in unconsolidated affiliates include a 42.5% Class A ownership interest in Battleground Oil Specialty Terminal Company LLC (“BOSTCO”), a 30% ownership interest in Olympic Pipeline Company, a 51% ownership interest in SeaPort Midstream and a 50% ownership interest in Frontera. BOSTCO is a terminal facility located on the Houston Ship Channel that encompasses approximately 7.1 million barrels of distillate, residual and other black oil product storage. Class A and Class B ownership interests share in cash distributions on a 96.5% and 3.5% basis, respectively. Class B ownership interests do not have voting rights and are not required to make capital investments. Olympic Pipeline Company is a 400-mile interstate refined petroleum products pipeline system running from Blaine, Washington to Portland, Oregon and a refined and renewable products terminal in Bayview, Washington. SeaPort Midstream is two terminal facilities located in Seattle, Washington and Portland, Oregon that encompasses approximately 1.3 million barrels of refined and renewable product storage. Frontera is a terminal facility located in Brownsville, Texas that encompasses approximately 1.7 million barrels of light petroleum product storage, as well as related ancillary facilities. The following table summarizes our investments in unconsolidated affiliates: Percentage of Carrying value ownership (in thousands) September 30, December 31, September 30, December 31, 2022 2021 2022 2021 BOSTCO 42.5 % 42.5 % $ 198,083 $ 200,301 Olympic Pipeline Company 30 % 30 % 77,789 80,941 SeaPort Midstream 51 % 51 % 30,220 29,136 Frontera 50 % 50 % 21,790 22,314 Total investments in unconsolidated affiliates $ 327,882 $ 332,692 At September 30, 2022 and December 31, 2021, our investment in BOSTCO includes approximately $6.1 million and $6.2 million, respectively, of excess investment related to a one time buy-in fee to acquire our 42.5% interest and capitalization of interest on our investment during the construction of BOSTCO amortized over the useful life of the assets. Excess investment is the amount by which our investment exceeds our proportionate share of the book value of the net assets of the BOSTCO entity. At September 30, 2022 and December 31, 2021, our investment in Olympic Pipeline Company includes approximately $5.8 million and $6.0 million, respectively, of excess investment related to property, plant and equipment being amortized over the useful life of the assets and approximately $20.2 million of excess investment related to goodwill. Excess investment is the amount by which our investment exceeds our proportionate share of the book value of the net assets of the Olympic Pipeline Company entity. Earnings from investments in unconsolidated affiliates was as follows (in thousands): Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 BOSTCO $ 2,629 $ 1,063 $ 4,936 $ 4,156 Olympic Pipeline Company (407) 2,319 2,951 5,516 SeaPort Midstream 534 79 1,084 571 Frontera 166 330 808 1,592 Total earnings from investments in unconsolidated affiliates $ 2,922 $ 3,791 $ 9,779 $ 11,835 Additional capital investments in unconsolidated affiliates for the funding of growth projects was as follows (in thousands): Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 BOSTCO $ — $ 527 $ — $ 3,349 Olympic Pipeline Company — — — — SeaPort Midstream — — — — Frontera — — — — Additional capital investments in unconsolidated affiliates $ — $ 527 $ — $ 3,349 Cash distributions received from unconsolidated affiliates was as follows (in thousands): Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 BOSTCO $ 2,978 $ 2,998 $ 7,154 $ 8,090 Olympic Pipeline Company 1,399 990 6,103 3,222 SeaPort Midstream — — — — Frontera 977 947 1,332 3,164 Cash distributions received from unconsolidated affiliates $ 5,354 $ 4,935 $ 14,589 $ 14,476 The summarized combined financial information of our unconsolidated affiliates was as follows (in thousands): Balance sheets: September 30, December 31, 2022 2021 Current assets $ 50,486 $ 57,797 Long-term assets 751,391 760,169 Current liabilities (30,754) (38,701) Long-term liabilities (49,470) (44,144) Net assets $ 721,653 $ 735,121 Statements of income: Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Revenue $ 47,139 $ 49,050 $ 143,011 $ 140,876 Expenses (40,600) (37,672) (116,979) (107,500) Net income $ 6,539 $ 11,378 $ 26,032 $ 33,376 |
OTHER ASSETS, NET
OTHER ASSETS, NET | 9 Months Ended |
Sep. 30, 2022 | |
OTHER ASSETS, NET | |
OTHER ASSETS, NET | (9) OTHER ASSETS, NET Other assets, net was as follows (in thousands): September 30, December 31, 2022 2021 Customer relationships, net of accumulated amortization of $17,309 and $14,913, respectively $ 48,221 $ 50,617 Affiliate loan 27,212 — Unrealized gain on derivative instruments 10,237 — SeaPort Midstream member loan 1,259 1,259 Long-term customer receivables 23 536 Deposits and other assets 770 734 $ 87,722 $ 53,146 Customer relationships. Other assets, net include certain customer relationships at our West Coast terminals. These customer relationships are being amortized on a straight-line basis over approximately ten Affiliate loan. SeaPort Midstream member loan. We are party to a member revolving loan agreement with a total borrowing capacity of $5.0 million with Seaport Midstream due December 31, 2025. We are responsible for our proportionate share of 51% of this loan. At both September 30, 2022 and December 31, 2021, the total outstanding borrowings were $2.5 million. Accordingly, we have recorded a loan receivable of approximately $1.3 million, representing our proportionate share of the outstanding borrowings. Long-term customer receivables. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 9 Months Ended |
Sep. 30, 2022 | |
ACCRUED LIABILITIES | |
ACCRUED LIABILITIES | (10) ACCRUED LIABILITIES Accrued liabilities were as follows (in thousands): September 30, December 31, 2022 2021 Customer advances and deposits $ 11,209 $ 10,572 Accrued compensation expense 10,770 12,497 Accrued property taxes 7,641 2,346 Interest payable 4,478 8,605 Accrued environmental obligations 1,078 1,812 Accrued expenses and other 2,380 1,919 $ 37,556 $ 37,751 Customer advances and deposits. Customer advances and deposits represents payments received for terminaling services in advance of the terminaling services being provided. Accrued compensation expense. Accrued environmental obligations. At September 30, 2022 and December 31, 2021, we have accrued environmental obligations of approximately |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2022 | |
DEBT | |
DEBT | (11) DEBT Long-term debt is as follows (in thousands): September 30, December 31, 2022 2021 Senior secured term loan outstanding $ 992,500 $ 1,000,000 Revolving credit facility outstanding 30,000 — 6.125% senior notes due in 2026 299,900 299,900 Unamortized deferred debt issuance costs (1) (23,615) (25,960) Total debt 1,298,785 1,273,940 Current portion of senior secured term loan (10,000) (10,000) Long-term debt $ 1,288,785 $ 1,263,940 (1) Deferred debt issuance costs are amortized using the effective interest method over the applicable term of the senior secured term loan and senior notes. For the three months ended September 30, 2022 and 2021, amortization of deferred debt issuance costs was approximately $1.1 million and $1.0 million, respectively. For the nine months ended September 30, 2022 and 2021, amortization of deferred debt issuance costs was approximately $3.2 million and $2.9 million, respectively. For both of the three and nine months ended September 30, 2022 and 2021, expense related to one-time debt issuance costs to secure mortgages related to the Credit Agreement was approximately $2.6 million and $nil, respectively. Credit agreement. Proceeds from the $1 billion senior secured term loan were used as follows (in thousands): Repayment of revolving credit facility $ 351,700 Payment for Pacific Northwest Contribution 256,300 Repayment of SeaPort Financing term loan 198,200 Distribution to TLP Finance Holdings, LLC for debt service 174,200 Deferred debt issuance costs 19,600 Proceeds from senior secured term loan $ 1,000,000 We may elect to have loans under the Credit Agreement bear interest, at either an adjusted LIBOR rate (subject to a 0.50% floor) plus an applicable margin of 3.50% or an alternate base rate plus an applicable margin of 2.50% per annum. We are also required to pay (i) a letter of credit fee of 3.50% per annum on the aggregate face amount of all outstanding letters of credit, (ii) to the issuing lender of each letter of credit, a fronting fee of no less than 0.125% per annum on the outstanding amount of each such letter of credit and (iii) commitment fees of 0.50% per annum on the daily unused amount of the revolving credit facility, in each case quarterly in arrears. The Credit Agreement contains various covenants, including, but not limited to, limitations on the incurrence of indebtedness, permitted investments, liens on assets, making distributions, transactions with affiliates, mergers, consolidations, dispositions of assets and other provisions customary in similar types of agreements. The Credit Agreement requires compliance, beginning with the first full fiscal quarter of 2022, with (a) a debt service coverage ratio of no less than 1.1 to 1.0 and (b) if the aggregate outstanding amount of all revolving loans and drawn letters of credit exceeds an amount equal to 35% of the aggregate revolving commitments, a senior secured net leverage ratio of no greater than 6.75 to 1.00. We were in compliance with all financial covenants as of and during the three and nine months ended September 30, 2022 and the year ended December 31, 2021. Senior notes. operations |
DEFERRED COMPENSATION EXPENSE
DEFERRED COMPENSATION EXPENSE | 9 Months Ended |
Sep. 30, 2022 | |
DEFERRED COMPENSATION EXPENSE. | |
DEFERRED COMPENSATION EXPENSE | (12) DEFERRED COMPENSATION EXPENSE We have a savings and retention plan to compensate certain employees who provide services to the Company. The purpose of the savings and retention plan is to provide for the reward and retention of participants by providing them with awards that vest over future service periods. Awards under the plan with respect to individuals providing services to the Company generally become vested as to 50% of a participant’s annual award as of the first day of the month that falls closest to the second anniversary of the grant date, and the remaining 50% as of the first day of the month that falls closest to the third anniversary of the grant date, subject to earlier vesting upon a participant’s attainment of the age and length of service thresholds, retirement, death or disability, involuntary termination without cause, or termination of a participant’s employment following a change in control of the Company as specified in the plan. The awards are increased for the value of any accrued growth based on underlying investments deemed made with respect to the awards. The awards (including any accrued growth relating thereto) are subject to forfeiture until the vesting date. A person will satisfy the age and length of service thresholds of the plan upon the attainment of the earliest of (a) age sixty fifty-five fifty $nil $nil |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | (13) COMMITMENTS AND CONTINGENCIES Lessee operating lease commitments. Operating right-of-use assets and operating lease liabilities are recognized based on the present value of the lease payments over the lease term at commencement date. The additions to right-of-use assets obtained from new operating lease liabilities during the three and nine months ended September 30, 2022 of approximately $nil components, which are accounted for separately. Non-lease components include payments for taxes and other operating and maintenance expenses incurred by the lessor but payable by us in connection with the leasing arrangement. During the three and nine months ended September 30, 2022 and 2021, the Company was party to certain subleasing arrangements whereby the Company, as the primary obligor on the lease, has recognized sublease income for lease payments made by affiliates to the lessor. Following are components of our lease costs (in thousands): Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Operating leases $ 1,390 $ 1,308 $ 4,179 $ 3,757 Variable lease costs (including insignificant short-term leases) 329 215 941 679 Sublease income as primary obligor (277) (253) (810) (752) Total lease costs $ 1,442 $ 1,270 $ 4,310 $ 3,684 Other information related to our operating leases was as follows (in thousands, except lease term and discount rate): Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Cash outflows for operating leases $ 1,181 $ 1,115 $ 3,750 $ 3,521 Weighted average remaining lease term (years) 27.79 28.90 27.79 28.90 Weighted average discount rate 4.5% 4.5% 4.5% 4.5% Undiscounted cash flows owed by the Company to lessors pursuant to contractual agreements in effect as of September 30, 2022 and related imputed interest was as follows (in thousands): Years ending December 31: 2022 (remainder of the year) $ 1,642 2023 5,492 2024 5,288 2025 4,850 2026 3,544 Thereafter 73,140 Total lease payments 93,956 Less imputed interest (40,347) Present value of operating lease liabilities $ 53,609 Contract commitments. Legal proceedings . |
DISCLOSURES ABOUT FAIR VALUE
DISCLOSURES ABOUT FAIR VALUE | 9 Months Ended |
Sep. 30, 2022 | |
DISCLOSURES ABOUT FAIR VALUE | |
DISCLOSURES ABOUT FAIR VALUE | (14) DISCLOSURES ABOUT FAIR VALUE GAAP defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. GAAP also establishes a fair value hierarchy that prioritizes the use of higher-level inputs for valuation techniques used to measure fair value. The three levels of the fair value hierarchy are: (1) Level 1 inputs, which are quoted prices (unadjusted) in active markets for identical assets or liabilities; (2) Level 2 inputs, which are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and (3) Level 3 inputs, which are unobservable inputs for the asset or liability. The fair values of the following financial instruments represent our best estimate of the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date. Our fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects our judgments about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. There were no transfers into or out of Levels 1, 2, and 3 during the three and nine months ended September 30, 2022 and 2021. The following methods and assumptions were used to estimate the fair value of financial instruments at September 30, 2022 and December 31, 2021. Cash equivalents. The carrying amount approximates fair value because of the short-term maturity of these instruments. The fair value is categorized in Level 1 of the fair value hierarchy. Derivative instruments. The carrying amount of our interest rate swaps was determined using a pricing model based on the LIBOR swap rate and other observable market data. The fair value is categorized in Level 2 of the fair value hierarchy. Debt. |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 9 Months Ended |
Sep. 30, 2022 | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | (15) REVENUE FROM CONTRACTS WITH CUSTOMERS The majority of our terminaling services agreements contain minimum payment arrangements, resulting in a fixed amount of revenue recognized, which we refer to as “firm commitments” and are accounted for in accordance with ASC 842, Leases (“ASC 842 revenue”). The remainder is recognized in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606 revenue”). The following table provides details of our revenue disaggregated by category of revenue (in thousands): Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Terminaling services fees: Firm commitments (ASC 842 revenue) $ 45,652 $ 46,490 $ 136,419 $ 140,006 Firm commitments (ASC 606 revenue) 9,840 9,281 28,072 27,286 Total firm commitments revenue 55,492 55,771 164,491 167,292 Ancillary revenue (ASC 606 revenue) 18,404 13,050 51,235 37,887 Ancillary revenue (ASC 842 revenue) 587 326 1,448 1,457 Total ancillary revenue 18,991 13,376 52,683 39,344 Total terminaling services fees 74,483 69,147 217,174 206,636 Product sales (ASC 606 revenue) 100,840 70,083 280,714 168,172 Management fees (ASC 606 revenue) 2,990 2,817 8,997 8,480 Management fees (ASC 842 revenue) 360 337 1,053 996 Total management fees 3,350 3,154 10,050 9,476 Pipeline transportation fees (ASC 842 revenue) — — — 638 Total revenue $ 178,673 $ 142,384 $ 507,938 $ 384,922 The following table includes our estimated future revenue associated with our firm commitments under terminaling services fees which is expected to be recognized as ASC 606 revenue in the specified period related to our future performance obligations as of the end of the reporting period (in thousands): Estimated Future ASC 606 Revenue by Segment Gulf Coast Midwest Brownsville River Southeast West Coast Central Terminals Terminals Terminals Terminals Terminals Terminals Services Total 2022 (remainder of the year) $ 1,245 $ 222 $ 737 $ 276 $ 2,126 $ 4,562 $ — $ 9,168 2023 1,802 514 2,247 546 6,085 8,813 — 20,007 2024 — 40 2,232 — 4,870 174 — 7,316 2025 — — 2,232 — 4,870 — — 7,102 2026 — — 546 — 4,833 — — 5,379 Thereafter — — — — 4,003 — — 4,003 Total estimated future ASC 606 revenue $ 3,047 $ 776 $ 7,994 $ 822 $ 26,787 $ 13,549 $ — $ 52,975 Our estimated future ASC 606 revenue, for purposes of the tabular presentation above, excludes estimates of future rate changes due to changes in indices or contractually negotiated rate escalations and is generally limited to contracts that have minimum payment arrangements. The balances disclosed include the full amount of our customer commitments accounted for as ASC 606 revenue as of September 30, 2022 through the expiration of the related contracts. The balances disclosed exclude all performance obligations for which the original expected term is one year or less, the term of the contract with the customer is open and cannot be estimated, the contract includes options for future purchases or the consideration is variable. Estimated future ASC 606 revenue in the table above excludes revenue arrangements accounted for in accordance with ASC 842. The following table includes our estimated future revenue associated with our firm commitments under terminaling services fees which is expected to be recognized as ASC 842 revenue in the specified period (in thousands): Years ending December 31: 2022 (remainder of the year) $ 44,665 2023 151,318 2024 105,478 2025 77,548 2026 57,702 Thereafter 469,623 Total estimated future ASC 842 revenue $ 906,334 BALANCE SHEET DISCLOSURES Contract assets. Our contract assets include trade accounts receivable and long-term customer receivables. We have long-term terminaling services agreements with certain of our customers that provide for minimum annual throughput commitments that are billed to the customers based on actual throughput volume whereas revenue is recognized under ASC 606 and ASC 842 on a straight-line basis over the terms of the respective agreements. The difference between the amount billed and revenue recognized is a contract asset. This asset is presented as other assets, net in our consolidated balance sheets (See Note 9 of Notes to consolidated financial statements). Contracts under ASC 606 ASC 842 Total Trade accounts receivable at December 31, 2021 $ 12,792 $ 7,236 $ 20,028 Trade accounts receivable at September 30, 2022 $ 25,630 $ 9,649 $ 35,279 Contracts under ASC 606 ASC 842 Total Long-term customer receivables at December 31, 2021 $ — $ 536 $ 536 Long-term customer receivables at September 30, 2022 $ — $ 23 $ 23 Revenue recognized during the nine months ended September 30, 2022, from amounts included in long-term customer receivables at December 31, 2021, was $nil for contracts under ASC 606 and approximately $0.5 million for contracts under ASC 842. Contract liabilities. Our contract liabilities include deferred revenue and customer advances and deposits. We have long-term terminaling services agreements with certain of our customers that provide for advance minimum payments. We recognize the advance minimum payments as revenue on a straight-line basis over the term of the respective agreements. In addition, pursuant to certain agreements with our customers, we agreed to undertake certain capital projects. Upon completion of the projects, our customers have paid us amounts that will be recognized as revenue on a straight-line basis over the remaining term of the agreements. Collectively, the differences between amounts billed and revenue recognized under ASC 606 and ASC 842 are recorded as contract liabilities. These liabilities are presented as deferred revenue in our consolidated balance sheets. We record customer advances and deposits when payments are received from customers in advance of the terminaling services being provided, resulting in a contract liability accounted for under ASC 606 and ASC 842. This liability is presented as accrued liabilities in our consolidated balance sheets (See Note 10 of Notes to consolidated financial statements). Contracts under ASC 606 ASC 842 Total Contract liabilities at December 31, 2021 $ 1,301 $ 12,605 $ 13,906 Contract liabilities at September 30, 2022 $ 1,658 $ 10,905 $ 12,563 |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 9 Months Ended |
Sep. 30, 2022 | |
BUSINESS SEGMENTS | |
BUSINESS SEGMENTS | (16) BUSINESS SEGMENTS We provide integrated terminaling, storage, transportation and related services to companies engaged in the trading, distribution and marketing of refined petroleum products, renewable products, crude oil, chemicals, fertilizers and other liquid products. In addition, we sell refined and renewable products to major fuel producers and marketers in the Pacific Northwest at our terminal operations in Tacoma and Seattle, Washington. Our chief operating decision maker is the Company’s chief executive officer. The Company’s chief executive officer reviews the financial performance of our business segments using disaggregated financial information about “net margins” for purposes of making operating decisions and assessing financial performance. “Net margins” is composed of revenue less cost of product sales and operating costs and expenses. Accordingly, we present “net margins” for each of our business segments: (i) Gulf Coast terminals, (ii) Midwest terminals, (iii) Brownsville terminals including management of the Frontera joint venture, (iv) River terminals, (v) Southeast terminals, (vi) West Coast terminals and (vii) Central services. Our Central services segment primarily represents the costs of employees performing operating oversight functions, engineering, health, safety and environmental services to our terminals and terminals that we operate or manage, including for affiliate terminals owned by ArcLight. In addition, Central services represent the cost of employees at affiliate terminals owned by ArcLight that we operate. We receive a fee from these affiliates based on our costs incurred. Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Gulf Coast Terminals: Terminaling services fees $ 21,595 $ 18,699 $ 63,917 $ 57,148 Management fees 17 12 47 37 Revenue 21,612 18,711 63,964 57,185 Operating costs and expenses (5,965) (5,422) (16,931) (16,484) Net margins 15,647 13,289 47,033 40,701 Midwest Terminals: Terminaling services fees 2,512 2,394 7,558 7,963 Revenue 2,512 2,394 7,558 7,963 Operating costs and expenses (459) (474) (1,377) (1,743) Net margins 2,053 1,920 6,181 6,220 Brownsville Terminals: Terminaling services fees 5,370 4,427 15,129 12,719 Management fees 1,480 1,454 4,467 4,048 Pipeline transportation fees — — — 638 Revenue 6,850 5,881 19,596 17,405 Operating costs and expenses (2,746) (2,331) (7,745) (6,922) Net margins 4,104 3,550 11,851 10,483 River Terminals: Terminaling services fees 3,964 3,534 11,252 10,449 Revenue 3,964 3,534 11,252 10,449 Operating costs and expenses (1,776) (1,590) (4,996) (4,823) Net margins 2,188 1,944 6,256 5,626 Southeast Terminals: Terminaling services fees 17,581 19,465 52,243 57,715 Management fees 268 298 776 830 Revenue 17,849 19,763 53,019 58,545 Operating costs and expenses (6,291) (5,809) (19,147) (17,641) Net margins 11,558 13,954 33,872 40,904 West Coast Terminals: Product sales 100,840 70,083 280,714 168,172 Terminaling services fees 23,461 20,628 67,075 60,642 Management fees 10 10 31 30 Revenue 124,311 90,721 347,820 228,844 Cost of product sales (96,173) (65,769) (269,335) (157,765) Operating costs and expenses (8,747) (7,304) (26,396) (23,906) Costs and expenses (104,920) (73,073) (295,731) (181,671) Net margins 19,391 17,648 52,089 47,173 Central Services: Management fees 1,575 1,380 4,729 4,531 Revenue 1,575 1,380 4,729 4,531 Operating costs and expenses (3,721) (3,808) (12,109) (11,236) Net margins (2,146) (2,428) (7,380) (6,705) Total net margins 52,795 49,877 149,902 144,402 General and administrative (6,967) (7,425) (22,430) (18,575) Insurance (1,525) (1,580) (4,780) (4,673) Deferred compensation (786) (355) (3,006) (1,572) Depreciation and amortization (17,886) (17,149) (53,015) (51,232) Earnings from unconsolidated affiliates 2,922 3,791 9,779 11,835 Operating income 28,553 27,159 76,450 80,185 Other expenses (interest and deferred debt issuance costs) (6,311) (11,231) (37,278) (33,630) Net earnings $ 22,242 $ 15,928 $ 39,172 $ 46,555 Three months ended September 30, 2022 Gulf Coast Midwest Brownsville River Southeast West Coast Central Terminals Terminals Terminals Terminals Terminals Terminals Services Total Revenue: Terminal revenue $ 21,612 $ 2,512 $ 6,850 $ 3,964 $ 17,849 $ 23,471 $ 1,575 $ 77,833 Product sales — — — — — 100,840 — 100,840 Revenue $ 21,612 $ 2,512 $ 6,850 $ 3,964 $ 17,849 $ 124,311 $ 1,575 $ 178,673 Capital expenditures $ 1,676 $ 256 $ 1,274 $ 407 $ 1,634 $ 5,096 $ 345 $ 10,688 Identifiable assets $ 138,367 $ 16,317 $ 113,502 $ 46,565 $ 234,074 $ 448,007 $ 11,055 $ 1,007,887 Cash and cash equivalents 16,027 Investments in unconsolidated affiliates 327,882 Other 47,926 Total assets $ 1,399,722 Three months ended September 30, 2021 Gulf Coast Midwest Brownsville River Southeast West Coast Central Terminals Terminals Terminals Terminals Terminals Terminals Services Total Revenue: Terminal revenue $ 18,711 $ 2,394 $ 5,881 $ 3,534 $ 19,763 $ 20,638 $ 1,380 $ 72,301 Product sales — — — — — 70,083 — 70,083 Revenue $ 18,711 $ 2,394 $ 5,881 $ 3,534 $ 19,763 $ 90,721 $ 1,380 $ 142,384 Capital expenditures $ 3,589 $ 14 $ 2,412 $ 719 $ 3,077 $ 12,835 $ 46 $ 22,692 Nine months ended September 30, 2022 Gulf Coast Midwest Brownsville River Southeast West Coast Central Terminals Terminals Terminals Terminals Terminals Terminals Services Total Revenue: Terminal revenue $ 63,964 $ 7,558 $ 19,596 $ 11,252 $ 53,019 $ 67,106 $ 4,729 $ 227,224 Product sales — — — — — 280,714 — 280,714 Revenue $ 63,964 $ 7,558 $ 19,596 $ 11,252 $ 53,019 $ 347,820 $ 4,729 $ 507,938 Capital expenditures $ 8,594 $ 713 $ 3,145 $ 699 $ 6,407 $ 16,932 $ 590 $ 37,080 Nine months ended September 30, 2021 Gulf Coast Midwest Brownsville River Southeast West Coast Central Terminals Terminals Terminals Terminals Terminals Terminals Services Total Revenue: Terminal revenue $ 57,185 $ 7,963 $ 17,405 $ 10,449 $ 58,545 $ 60,672 $ 4,531 $ 216,750 Product sales — — — — — 168,172 — 168,172 Revenue $ 57,185 $ 7,963 $ 17,405 $ 10,449 $ 58,545 $ 228,844 $ 4,531 $ 384,922 Capital expenditures $ 6,011 $ 66 $ 8,511 $ 4,552 $ 8,266 $ 19,464 $ 118 $ 46,988 |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 9 Months Ended |
Sep. 30, 2022 | |
SUBSEQUENT EVENT | |
SUBSEQUENT EVENT | (17) SUBSEQUENT EVENT No subsequent transactions or events warranted recognition or disclosure in the accompanying financials or notes thereto. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Nature of business | (a) Nature of business TransMontaigne Partners LLC (“we,” “us,” “our,” “the Company”) provides integrated terminaling, storage, transportation and related services for companies engaged in the trading, distribution and marketing of light refined petroleum products, heavy refined petroleum products, renewable products, crude oil, chemicals, fertilizers and other liquid products. We conduct our operations in the United States along the Gulf Coast, in the Midwest, in Houston and Brownsville, Texas, along the Mississippi and Ohio rivers, in the Southeast and along the West Coast. In addition, we sell refined and renewable products to major fuel producers and marketers in the Pacific Northwest at our terminal operations in Tacoma and Seattle, Washington. On November 17, 2021, Arclight contributed Pike West Coast Holdings, LLC (“Pike West Coast”) a portfolio company of ArcLight Energy Partners Fund VI, L.P. to the Company. Pike West Coast is an infrastructure company with significant operations across the renewable fuels supply chain in the U.S. Pacific Northwest (the “Pacific Northwest Contribution”). Pike West Coast owns a 100% ownership interest in SeaPort Financing, LLC. SeaPort Financing, LLC owns a 100% ownership interest in SeaPort Sound Terminal, LLC, which owns a refined and renewable products terminal in Tacoma, Washington; a 51% ownership interest in SeaPort Midstream Partners, LLC (“Seaport Midstream”), which owns refined and renewable products terminals in both Seattle, Washington and Portland, Oregon; and a 30% ownership interest in Olympic Pipeline Company, LLC (“Olympic Pipeline Company”), which owns the 400-mile Olympic Pipeline between Blaine, Washington and Portland, Oregon, and a refined and renewable products terminal in Bayview, Washington. The Pacific Northwest Contribution has been recorded at carryover basis as a reorganization of entities under common control. As such, prior periods include the assets, liabilities, and results of operations of the Pacific Northwest Contribution for all periods presented (See Note 3 of Notes to consolidated financial statements). |
Basis of presentation and use of estimates | (b) Basis of presentation and use of estimates Our accounting and financial reporting policies conform to accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounts of TransMontaigne Partners LLC and its controlled subsidiaries. Investments where we do not have the ability to exercise control, but do have the ability to exercise significant influence, are accounted for using the equity method of accounting. All intercompany accounts and transactions have been eliminated in the preparation of the accompanying consolidated financial statements. The accompanying consolidated financial statements include all adjustments (consisting of normal and recurring accruals) considered necessary to present fairly our financial position as of September 30, 2022 and December 31, 2021 and our results of operations for the three and nine months ended September 30, 2022 and 2021. The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. In management’s opinion, the estimate of useful lives of our plant and equipment are subjective in nature, require the exercise of judgment and involve complex analyses. 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 We generate revenue from terminaling services fees, management fees, pipeline transportation fees and product sales. Under Topic 606, Revenue from Contracts with Customers Leases and the series of related Accounting Standards Updates that followed (collectively referred to as “ASC 842”), we recognize revenue over time or at a point in time, depending on the nature of the performance obligations contained in the respective contract with our customer. The contract transaction price is allocated to each performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The following is an overview of our significant revenue streams, including a description of the respective performance obligations and related method of revenue recognition. Terminaling services fees. Our terminaling services agreements are structured as either throughput agreements or storage agreements. Our throughput agreements contain provisions that require our customers to make minimum payments, which are based on contractually established minimum volumes of throughput of the customer’s product at our facilities, over a stipulated period of time. Due to this minimum payment arrangement, we recognize a fixed amount of revenue from the customer over a certain period of time, even if the customer throughputs less than the minimum volume of product during that period. In addition, if a customer throughputs a volume of product exceeding the minimum volume, we would recognize additional revenue on this incremental volume. Our storage agreements require our customers to make minimum payments based on the volume of storage capacity available to the customer under the agreement, which results in a fixed amount of recognized revenue. We refer to the fixed amount of revenue recognized pursuant to our terminaling services agreements as being “firm commitments.” Our terminaling services agreements include revenue recognized in accordance with ASC 606 and ASC 842. At the time of contract inception, we evaluate each contract to determine whether the contract contains a lease. Significant assumptions used in this process include the determination of whether substantive substitution rights exist based on the terms of the contract and available capacity at the terminal at the time of contract inception. Our terminaling services agreements do not allow our customers to purchase the underlying asset and vary in terms and conditions with respect to extension or termination options. If a contract is accounted for as a lease under ASC 842, we recognize the minimum payments as lease revenue and revenue recognized in excess of firm commitments as a variable payment of the lease. All other components of the contracts accounted for as a lease are treated as non-lease components (ancillary revenue) and are accounted for in accordance with ASC 606. The majority of our firm commitments under our terminaling services agreements are accounted for as lease revenue in accordance with ASC 842. The remaining firm commitments under our terminaling services agreements not accounted for as lease revenue are accounted for in accordance with ASC 606, where the minimum payment arrangement in each contract is considered a single performance obligation that is primarily satisfied over time through the contract term. Revenue recognized in excess of firm commitments and revenue recognized based solely on the volume of product distributed or injected are referred to as ancillary. The ancillary revenue associated with terminaling services include volumes of product throughput that exceed the contractually established minimum volumes, injection fees based on the volume of product injected with additive compounds, heating and mixing of stored products, product transfer, railcar handling, butane blending, proceeds from the sale of product gains, wharfage and vapor recovery. The revenue generated by these services is required to be estimated under ASC 606 for any uncertainty that is not resolved in the period of the service. We account for the majority of ancillary revenue at individual points in time when the services are delivered to the customer. The majority of our ancillary revenue is recognized in accordance with ASC 606 (See Note 15 of Notes to consolidated financial statements). Management fees. manage additional terminal facilities that are owned by affiliates of ArcLight, including Lucknow-Highspire Terminals, LLC, which operates terminals throughout Pennsylvania encompassing approximately 9.9 million barrels of storage capacity and we receive a management fee based on our costs incurred. Management fee revenue is recognized at individual points in time as the services are performed or as the costs are incurred and is primarily accounted for in accordance with ASC 606. Management fees related to lease revenue are accounted for in accordance with ASC 842. Pipeline transportation fees. Product sales. |
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. |
Inventory | (e) Inventory Inventory represents refined and renewable products held for resale and are recorded at the lower of cost or net realizable value. Cost is determined by using the average cost method. At September 30, 2022 and December 31, 2021, our refined products inventory was approximately $9.7 million and $2.8 million, respectively. At September 30, 2022 and December 31, 2021, our renewable products inventory was approximately $2.9 million and $2.5 million, respectively. We did not recognize any adjustments to the lower of cost or net realizable value during the three and nine months ended September 30, 2022 and 2021. |
Property, plant and equipment | (f) Property, plant and equipment Depreciation is computed using the straight-line method. Estimated useful lives are 15 to 25 years for terminals and pipelines and 3 to 25 years for furniture, fixtures and equipment. All items of property, plant and equipment are carried at cost. Expenditures that increase capacity or extend useful lives are capitalized. Repairs and maintenance are expensed as incurred. We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable based on expected undiscounted future cash flows attributable to that asset group. If an asset group is impaired, the impairment loss to be recognized is the excess of the carrying amount of the asset group over its estimated fair value. We did not recognize any impairment charges during the three and nine months ended September 30, 2022 and 2021. |
Investments in unconsolidated affiliates | (g) Investments in unconsolidated affiliates We account for our investments in unconsolidated affiliates, which we do not control but do have the ability to exercise significant influence over, using the equity method of accounting. Under this method, the investment is recorded at acquisition cost, increased by our proportionate share of any earnings and additional capital contributions and decreased by our proportionate share of any losses, distributions received and amortization of any excess investment. Excess investment is the amount by which our total investment exceeds our proportionate share of the book value of the net assets of the investment entity. We evaluate our investments in unconsolidated affiliates for impairment whenever events or circumstances indicate there is a loss in value of the investment that is other than temporary. In the event of impairment, we would record a charge to earnings to adjust the carrying amount to estimated fair value. We did not recognize any impairment charges during the three and nine months ended September 30, 2022 and 2021. |
Environmental obligations | (h) 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). In connection with our acquisition of the Florida, Midwest, Brownsville, Texas, River and Southeast terminals and facilities, a third party agreed to indemnify us against certain potential environmental claims, losses and expenses. Based on our current knowledge, we expect that the active remediation projects subject to the benefit of this indemnification obligation are winding down and will not involve material additional claims, losses, and expenses. |
Asset retirement obligations | (i) Asset retirement obligations Asset retirement obligations are legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development or normal use of the asset. GAAP requires that the fair value of a liability related to the retirement of long-lived assets be recorded at the time a legal obligation is incurred. Once an asset retirement obligation is identified and a liability is recorded, a corresponding asset is recorded, which is depreciated over the remaining useful life of the asset. After the initial measurement, the liability is adjusted to reflect changes in the asset retirement obligation. If and when it is determined that a legal obligation has been incurred, the fair value of any liability is determined based on estimates and assumptions related to retirement costs, future inflation rates and interest rates. Our long-lived assets consist of above-ground storage facilities and underground pipelines. We are unable to predict if and when these long-lived assets will become completely obsolete and require dismantlement. We have not recorded an asset retirement obligation, or corresponding asset, because the future dismantlement and removal dates of our long-lived assets is indeterminable and the amount of any associated costs are believed to be insignificant. Changes in our assumptions and estimates may occur as a result of the passage of time and the occurrence of future events. |
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 Notes 5 and 9 of Notes to consolidated financial statements). Changes in the fair value of our derivative instruments are recognized in the consolidated statements of operations. $nil |
Income taxes | (k) Income taxes No provision for U.S. federal income taxes has been reflected in the accompanying consolidated financial statements because we are treated as a partnership for federal income tax purposes. As a partnership, all income, gains, losses, expenses, deductions and tax credits generated by us flow up to our owners. |
Comprehensive income | (l) Comprehensive income Entities that report items of other comprehensive income have the option to present the components of net earnings and comprehensive income in either one continuous financial statement, or two consecutive financial statements. As we have no components of comprehensive income other than net earnings, no statement of comprehensive income has been presented. |
Recent accounting pronouncements | (m) Recent accounting pronouncements In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform — Facilitation of the Effects of Reference Rate Reform on Financial Reporting. Update No. 2021-01, Reference Rate Reform (Topic 848), |
CONTRIBUTION OF TERMINAL ASSE_2
CONTRIBUTION OF TERMINAL ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
CONTRIBUTION OF TERMINAL ASSETS | |
Schedule of assets and liabilities | Our basis in the assets and liabilities of the Pacific Northwest Contribution at the time of the contribution was as follows (in thousands): Cash $ 19,078 Trade accounts receivable 8,174 Inventory 3,145 Other current assets 671 Property, plant and equipment, net 120,215 Investment in unconsolidated affiliates 108,691 Goodwill 9,158 Other assets, net 14,689 Trade accounts payable (6,062) Senior secured term loan (191,510) Accrued and other liabilities (1,552) Equity $ 84,697 |
CONCENTRATION OF CREDIT RISK _2
CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE | |
Schedule of trade accounts receivable (in thousands) | Trade accounts receivable consists of the following (in thousands): September 30, December 31, 2022 2021 Trade accounts receivable $ 35,279 $ 20,028 |
Schedule of customer who accounted for at least 10% of consolidated revenue | Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Customer A 16 % 10 % 14 % 6 % Customer B 7 % 11 % 8 % 11 % Customer C 9 % 10 % 8 % 9 % |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
OTHER CURRENT ASSETS | |
Schedule of other current assets (in thousands) | Other current assets were as follows (in thousands): September 30, December 31, 2022 2021 Unrealized gain on derivative instruments $ 5,526 $ — Prepaid insurance 2,726 1,913 Additive detergent 1,528 1,055 Amounts due from insurance companies 376 414 Deposits and other assets 2,087 3,110 $ 12,243 $ 6,492 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
PROPERTY, PLANT AND EQUIPMENT, NET | |
Schedule of property, plant and equipment, net (in thousands) | Property, plant and equipment, net was as follows (in thousands): September 30, December 31, 2022 2021 Land $ 104,647 $ 104,647 Terminals, pipelines and equipment 1,316,723 1,266,086 Furniture, fixtures and equipment 17,530 16,986 Construction in progress 16,219 32,997 1,455,119 1,420,716 Less accumulated depreciation (619,852) (569,233) $ 835,267 $ 851,483 |
GOODWILL (Tables)
GOODWILL (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
GOODWILL. | |
Schedule of goodwill (in thousands) | Goodwill was as follows (in thousands): September 30, December 31, 2022 2021 Brownsville terminals $ 8,485 $ 8,485 West Coast terminals 10,101 10,101 $ 18,586 $ 18,586 |
INVESTMENTS IN UNCONSOLIDATED_2
INVESTMENTS IN UNCONSOLIDATED AFFILIATES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
INVESTMENTS IN UNCONSOLIDATED AFFILIATES | |
Summary of investments in unconsolidated affiliates | Percentage of Carrying value ownership (in thousands) September 30, December 31, September 30, December 31, 2022 2021 2022 2021 BOSTCO 42.5 % 42.5 % $ 198,083 $ 200,301 Olympic Pipeline Company 30 % 30 % 77,789 80,941 SeaPort Midstream 51 % 51 % 30,220 29,136 Frontera 50 % 50 % 21,790 22,314 Total investments in unconsolidated affiliates $ 327,882 $ 332,692 |
Schedule of earnings from investments in unconsolidated affiliates (in thousands) | Earnings from investments in unconsolidated affiliates was as follows (in thousands): Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 BOSTCO $ 2,629 $ 1,063 $ 4,936 $ 4,156 Olympic Pipeline Company (407) 2,319 2,951 5,516 SeaPort Midstream 534 79 1,084 571 Frontera 166 330 808 1,592 Total earnings from investments in unconsolidated affiliates $ 2,922 $ 3,791 $ 9,779 $ 11,835 |
Schedule of additional capital investments in unconsolidated affiliates (in thousands) | Additional capital investments in unconsolidated affiliates for the funding of growth projects was as follows (in thousands): Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 BOSTCO $ — $ 527 $ — $ 3,349 Olympic Pipeline Company — — — — SeaPort Midstream — — — — Frontera — — — — Additional capital investments in unconsolidated affiliates $ — $ 527 $ — $ 3,349 |
Schedule of cash distributions received from unconsolidated affiliates (in thousands) | Cash distributions received from unconsolidated affiliates was as follows (in thousands): Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 BOSTCO $ 2,978 $ 2,998 $ 7,154 $ 8,090 Olympic Pipeline Company 1,399 990 6,103 3,222 SeaPort Midstream — — — — Frontera 977 947 1,332 3,164 Cash distributions received from unconsolidated affiliates $ 5,354 $ 4,935 $ 14,589 $ 14,476 |
Summary of financial information of unconsolidated affiliates (in thousands) | The summarized combined financial information of our unconsolidated affiliates was as follows (in thousands): Balance sheets: September 30, December 31, 2022 2021 Current assets $ 50,486 $ 57,797 Long-term assets 751,391 760,169 Current liabilities (30,754) (38,701) Long-term liabilities (49,470) (44,144) Net assets $ 721,653 $ 735,121 Statements of income: Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Revenue $ 47,139 $ 49,050 $ 143,011 $ 140,876 Expenses (40,600) (37,672) (116,979) (107,500) Net income $ 6,539 $ 11,378 $ 26,032 $ 33,376 |
OTHER ASSETS, NET (Tables)
OTHER ASSETS, NET (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
OTHER ASSETS, NET | |
Schedule of other assets, net (in thousands) | Other assets, net was as follows (in thousands): September 30, December 31, 2022 2021 Customer relationships, net of accumulated amortization of $17,309 and $14,913, respectively $ 48,221 $ 50,617 Affiliate loan 27,212 — Unrealized gain on derivative instruments 10,237 — SeaPort Midstream member loan 1,259 1,259 Long-term customer receivables 23 536 Deposits and other assets 770 734 $ 87,722 $ 53,146 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
ACCRUED LIABILITIES | |
Schedule of accrued liabilities (in thousands) | Accrued liabilities were as follows (in thousands): September 30, December 31, 2022 2021 Customer advances and deposits $ 11,209 $ 10,572 Accrued compensation expense 10,770 12,497 Accrued property taxes 7,641 2,346 Interest payable 4,478 8,605 Accrued environmental obligations 1,078 1,812 Accrued expenses and other 2,380 1,919 $ 37,556 $ 37,751 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
DEBT | |
Summary of debt (in thousands) | Long-term debt is as follows (in thousands): September 30, December 31, 2022 2021 Senior secured term loan outstanding $ 992,500 $ 1,000,000 Revolving credit facility outstanding 30,000 — 6.125% senior notes due in 2026 299,900 299,900 Unamortized deferred debt issuance costs (1) (23,615) (25,960) Total debt 1,298,785 1,273,940 Current portion of senior secured term loan (10,000) (10,000) Long-term debt $ 1,288,785 $ 1,263,940 (1) Deferred debt issuance costs are amortized using the effective interest method over the applicable term of the senior secured term loan and senior notes. For the three months ended September 30, 2022 and 2021, amortization of deferred debt issuance costs was approximately $1.1 million and $1.0 million, respectively. For the nine months ended September 30, 2022 and 2021, amortization of deferred debt issuance costs was approximately $3.2 million and $2.9 million, respectively. For both of the three and nine months ended September 30, 2022 and 2021, expense related to one-time debt issuance costs to secure mortgages related to the Credit Agreement was approximately $2.6 million and $nil, respectively. |
Schedule of proceeds from senior secured term loan (in thousands) | Proceeds from the $1 billion senior secured term loan were used as follows (in thousands): Repayment of revolving credit facility $ 351,700 Payment for Pacific Northwest Contribution 256,300 Repayment of SeaPort Financing term loan 198,200 Distribution to TLP Finance Holdings, LLC for debt service 174,200 Deferred debt issuance costs 19,600 Proceeds from senior secured term loan $ 1,000,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
Schedule of lease cost and other information | Following are components of our lease costs (in thousands): Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Operating leases $ 1,390 $ 1,308 $ 4,179 $ 3,757 Variable lease costs (including insignificant short-term leases) 329 215 941 679 Sublease income as primary obligor (277) (253) (810) (752) Total lease costs $ 1,442 $ 1,270 $ 4,310 $ 3,684 Other information related to our operating leases was as follows (in thousands, except lease term and discount rate): Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Cash outflows for operating leases $ 1,181 $ 1,115 $ 3,750 $ 3,521 Weighted average remaining lease term (years) 27.79 28.90 27.79 28.90 Weighted average discount rate 4.5% 4.5% 4.5% 4.5% |
Schedule of future minimum lease payments | Undiscounted cash flows owed by the Company to lessors pursuant to contractual agreements in effect as of September 30, 2022 and related imputed interest was as follows (in thousands): Years ending December 31: 2022 (remainder of the year) $ 1,642 2023 5,492 2024 5,288 2025 4,850 2026 3,544 Thereafter 73,140 Total lease payments 93,956 Less imputed interest (40,347) Present value of operating lease liabilities $ 53,609 |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | |
Revenue disaggregated by category (in thousands) | The following table provides details of our revenue disaggregated by category of revenue (in thousands): Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Terminaling services fees: Firm commitments (ASC 842 revenue) $ 45,652 $ 46,490 $ 136,419 $ 140,006 Firm commitments (ASC 606 revenue) 9,840 9,281 28,072 27,286 Total firm commitments revenue 55,492 55,771 164,491 167,292 Ancillary revenue (ASC 606 revenue) 18,404 13,050 51,235 37,887 Ancillary revenue (ASC 842 revenue) 587 326 1,448 1,457 Total ancillary revenue 18,991 13,376 52,683 39,344 Total terminaling services fees 74,483 69,147 217,174 206,636 Product sales (ASC 606 revenue) 100,840 70,083 280,714 168,172 Management fees (ASC 606 revenue) 2,990 2,817 8,997 8,480 Management fees (ASC 842 revenue) 360 337 1,053 996 Total management fees 3,350 3,154 10,050 9,476 Pipeline transportation fees (ASC 842 revenue) — — — 638 Total revenue $ 178,673 $ 142,384 $ 507,938 $ 384,922 |
Schedule of estimated future ASC 606 revenue by segment (in thousands) | The following table includes our estimated future revenue associated with our firm commitments under terminaling services fees which is expected to be recognized as ASC 606 revenue in the specified period related to our future performance obligations as of the end of the reporting period (in thousands): Estimated Future ASC 606 Revenue by Segment Gulf Coast Midwest Brownsville River Southeast West Coast Central Terminals Terminals Terminals Terminals Terminals Terminals Services Total 2022 (remainder of the year) $ 1,245 $ 222 $ 737 $ 276 $ 2,126 $ 4,562 $ — $ 9,168 2023 1,802 514 2,247 546 6,085 8,813 — 20,007 2024 — 40 2,232 — 4,870 174 — 7,316 2025 — — 2,232 — 4,870 — — 7,102 2026 — — 546 — 4,833 — — 5,379 Thereafter — — — — 4,003 — — 4,003 Total estimated future ASC 606 revenue $ 3,047 $ 776 $ 7,994 $ 822 $ 26,787 $ 13,549 $ — $ 52,975 |
Schedule of estimated future ASC 842 revenue (in thousands) | Years ending December 31: 2022 (remainder of the year) $ 44,665 2023 151,318 2024 105,478 2025 77,548 2026 57,702 Thereafter 469,623 Total estimated future ASC 842 revenue $ 906,334 |
Schedule of trade accounts receivable | Contracts under ASC 606 ASC 842 Total Trade accounts receivable at December 31, 2021 $ 12,792 $ 7,236 $ 20,028 Trade accounts receivable at September 30, 2022 $ 25,630 $ 9,649 $ 35,279 |
Schedule of long-term customer receivables | Contracts under ASC 606 ASC 842 Total Long-term customer receivables at December 31, 2021 $ — $ 536 $ 536 Long-term customer receivables at September 30, 2022 $ — $ 23 $ 23 |
Schedule of changes in contract liabilities | Contracts under ASC 606 ASC 842 Total Contract liabilities at December 31, 2021 $ 1,301 $ 12,605 $ 13,906 Contract liabilities at September 30, 2022 $ 1,658 $ 10,905 $ 12,563 |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
BUSINESS SEGMENTS | |
Schedule of information related to financial performance of business segments (in thousands) | Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Gulf Coast Terminals: Terminaling services fees $ 21,595 $ 18,699 $ 63,917 $ 57,148 Management fees 17 12 47 37 Revenue 21,612 18,711 63,964 57,185 Operating costs and expenses (5,965) (5,422) (16,931) (16,484) Net margins 15,647 13,289 47,033 40,701 Midwest Terminals: Terminaling services fees 2,512 2,394 7,558 7,963 Revenue 2,512 2,394 7,558 7,963 Operating costs and expenses (459) (474) (1,377) (1,743) Net margins 2,053 1,920 6,181 6,220 Brownsville Terminals: Terminaling services fees 5,370 4,427 15,129 12,719 Management fees 1,480 1,454 4,467 4,048 Pipeline transportation fees — — — 638 Revenue 6,850 5,881 19,596 17,405 Operating costs and expenses (2,746) (2,331) (7,745) (6,922) Net margins 4,104 3,550 11,851 10,483 River Terminals: Terminaling services fees 3,964 3,534 11,252 10,449 Revenue 3,964 3,534 11,252 10,449 Operating costs and expenses (1,776) (1,590) (4,996) (4,823) Net margins 2,188 1,944 6,256 5,626 Southeast Terminals: Terminaling services fees 17,581 19,465 52,243 57,715 Management fees 268 298 776 830 Revenue 17,849 19,763 53,019 58,545 Operating costs and expenses (6,291) (5,809) (19,147) (17,641) Net margins 11,558 13,954 33,872 40,904 West Coast Terminals: Product sales 100,840 70,083 280,714 168,172 Terminaling services fees 23,461 20,628 67,075 60,642 Management fees 10 10 31 30 Revenue 124,311 90,721 347,820 228,844 Cost of product sales (96,173) (65,769) (269,335) (157,765) Operating costs and expenses (8,747) (7,304) (26,396) (23,906) Costs and expenses (104,920) (73,073) (295,731) (181,671) Net margins 19,391 17,648 52,089 47,173 Central Services: Management fees 1,575 1,380 4,729 4,531 Revenue 1,575 1,380 4,729 4,531 Operating costs and expenses (3,721) (3,808) (12,109) (11,236) Net margins (2,146) (2,428) (7,380) (6,705) Total net margins 52,795 49,877 149,902 144,402 General and administrative (6,967) (7,425) (22,430) (18,575) Insurance (1,525) (1,580) (4,780) (4,673) Deferred compensation (786) (355) (3,006) (1,572) Depreciation and amortization (17,886) (17,149) (53,015) (51,232) Earnings from unconsolidated affiliates 2,922 3,791 9,779 11,835 Operating income 28,553 27,159 76,450 80,185 Other expenses (interest and deferred debt issuance costs) (6,311) (11,231) (37,278) (33,630) Net earnings $ 22,242 $ 15,928 $ 39,172 $ 46,555 |
Schedule of supplemental information about consolidated business segments (in thousands) | Three months ended September 30, 2022 Gulf Coast Midwest Brownsville River Southeast West Coast Central Terminals Terminals Terminals Terminals Terminals Terminals Services Total Revenue: Terminal revenue $ 21,612 $ 2,512 $ 6,850 $ 3,964 $ 17,849 $ 23,471 $ 1,575 $ 77,833 Product sales — — — — — 100,840 — 100,840 Revenue $ 21,612 $ 2,512 $ 6,850 $ 3,964 $ 17,849 $ 124,311 $ 1,575 $ 178,673 Capital expenditures $ 1,676 $ 256 $ 1,274 $ 407 $ 1,634 $ 5,096 $ 345 $ 10,688 Identifiable assets $ 138,367 $ 16,317 $ 113,502 $ 46,565 $ 234,074 $ 448,007 $ 11,055 $ 1,007,887 Cash and cash equivalents 16,027 Investments in unconsolidated affiliates 327,882 Other 47,926 Total assets $ 1,399,722 Three months ended September 30, 2021 Gulf Coast Midwest Brownsville River Southeast West Coast Central Terminals Terminals Terminals Terminals Terminals Terminals Services Total Revenue: Terminal revenue $ 18,711 $ 2,394 $ 5,881 $ 3,534 $ 19,763 $ 20,638 $ 1,380 $ 72,301 Product sales — — — — — 70,083 — 70,083 Revenue $ 18,711 $ 2,394 $ 5,881 $ 3,534 $ 19,763 $ 90,721 $ 1,380 $ 142,384 Capital expenditures $ 3,589 $ 14 $ 2,412 $ 719 $ 3,077 $ 12,835 $ 46 $ 22,692 Nine months ended September 30, 2022 Gulf Coast Midwest Brownsville River Southeast West Coast Central Terminals Terminals Terminals Terminals Terminals Terminals Services Total Revenue: Terminal revenue $ 63,964 $ 7,558 $ 19,596 $ 11,252 $ 53,019 $ 67,106 $ 4,729 $ 227,224 Product sales — — — — — 280,714 — 280,714 Revenue $ 63,964 $ 7,558 $ 19,596 $ 11,252 $ 53,019 $ 347,820 $ 4,729 $ 507,938 Capital expenditures $ 8,594 $ 713 $ 3,145 $ 699 $ 6,407 $ 16,932 $ 590 $ 37,080 Nine months ended September 30, 2021 Gulf Coast Midwest Brownsville River Southeast West Coast Central Terminals Terminals Terminals Terminals Terminals Terminals Services Total Revenue: Terminal revenue $ 57,185 $ 7,963 $ 17,405 $ 10,449 $ 58,545 $ 60,672 $ 4,531 $ 216,750 Product sales — — — — — 168,172 — 168,172 Revenue $ 57,185 $ 7,963 $ 17,405 $ 10,449 $ 58,545 $ 228,844 $ 4,531 $ 384,922 Capital expenditures $ 6,011 $ 66 $ 8,511 $ 4,552 $ 8,266 $ 19,464 $ 118 $ 46,988 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Nov. 17, 2021 |
Inventory | $ 12,608 | $ 5,333 | |
Refined products | |||
Inventory | 9,700 | 2,800 | |
Renewable products | |||
Inventory | $ 2,900 | $ 2,500 | |
Olympic Pipeline Company, LLC | |||
Ownership interest (as a percent) | 30% | ||
SeaPort Financing, LLC | |||
Ownership interest (as a percent) | 100% | ||
SeaPort Sound Terminal, LLC | |||
Ownership interest (as a percent) | 100% | ||
SeaPort Midstream | |||
Ownership interest (as a percent) | 51% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounting for operations (Details) bbl in Millions | 9 Months Ended |
Sep. 30, 2022 bbl | |
Lucknow-Highspire Terminals, LLC | |
Related Party Transaction [Line Items] | |
Terminal storage capacity (in barrels) | 9.9 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property, Plant and Equipment, and Investments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, plant and equipment | ||||
Long-lived assets impairment | $ 0 | $ 0 | $ 0 | $ 0 |
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 ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Derivatives, Taxes and Earnings (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Income taxes | ||
Provision for U.S. federal income taxes | $ 0 | |
Interest Rate Swap | ||
Accounting for derivative instruments | ||
Notional amount | $ 500,000,000 | $ 0 |
Fixed interest rate (as a percent) | 2.87% |
TRANSACTIONS WITH AFFILIATES -
TRANSACTIONS WITH AFFILIATES - Agreements (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) bbl | Sep. 30, 2021 USD ($) bbl | Sep. 30, 2022 USD ($) item bbl | Sep. 30, 2021 USD ($) bbl | Dec. 31, 2021 | |
Frontera | |||||
Transactions with affiliates | |||||
Ownership interest in joint venture (as a percent) | 50% | 50% | 50% | ||
SeaPort Midstream | |||||
Transactions with affiliates | |||||
Ownership interest in joint venture (as a percent) | 51% | 51% | 51% | ||
Operations and reimbursement agreement-Frontera | Frontera | |||||
Transactions with affiliates | |||||
Ownership interest in joint venture (as a percent) | 50% | 50% | |||
Operations and reimbursement agreement-Frontera | Frontera | |||||
Transactions with affiliates | |||||
Revenue recognized | $ 1.5 | $ 1.4 | $ 4.5 | $ 4 | |
January and June 2023 terminaling services agreement-Brownsville LLC | Frontera | Brownsville terminals | |||||
Transactions with affiliates | |||||
Number of terminaling services agreements | item | 2 | ||||
Storage capacity agreed to be provided (in barrels) | bbl | 270,000 | 301,000 | 270,000 | 301,000 | |
Throughput revenue | $ 0.4 | $ 1.4 | $ 1.2 | $ 2.6 | |
January and June 2023 terminaling services agreement-Brownsville LLC | Frontera | Brownsville terminals | Minimum | |||||
Transactions with affiliates | |||||
Notice period for termination of service agreement | 90 days | ||||
January and June 2023 terminaling services agreement-Brownsville LLC | Frontera | Brownsville terminals | Maximum | |||||
Transactions with affiliates | |||||
Notice period for termination of service agreement | 180 days | ||||
Terminaling services agreement- Gulf Coast Terminals | Associated Asphalt Marketing, LLC | Gulf Coast Terminals | |||||
Transactions with affiliates | |||||
Automatic renewal periods | 5 years | ||||
Notice period for termination of service agreement | 180 days | ||||
Storage capacity agreed to be provided (in barrels) | bbl | 750,000 | ||||
Throughput revenue | $ 2.6 | 2.2 | $ 7.5 | 6.6 | |
Terminaling services agreement- Gulf Coast Terminals | Associated Asphalt Marketing, LLC | Gulf Coast Terminals | Automatic renewals following initial automatic renewal under the agreement | |||||
Transactions with affiliates | |||||
Automatic renewal periods | 2 years | ||||
Notice period for termination of service agreement | 180 days | ||||
Operating and administrative agreement SeaPort Midstream Partners, LLC | SeaPort Midstream | Central Services | |||||
Transactions with affiliates | |||||
Ownership interest in joint venture (as a percent) | 51% | 51% | |||
Operating and administrative agreement SeaPort Midstream Partners, LLC | SeaPort Midstream | Central Services | |||||
Transactions with affiliates | |||||
Revenue recognized | $ 1 | 1 | $ 2.9 | 2.9 | |
Automatic renewal periods | 2 years | ||||
Notice period for termination of service agreement | 12 months | ||||
Terminaling services agreement- SeaPort Midstream Partners, LLC | SeaPort Midstream | SeaPort Midstream | |||||
Transactions with affiliates | |||||
Duration of each successive period of renewal | 3 months | ||||
Notice period for termination of service agreement | 30 days | ||||
Storage capacity agreed to be provided (in barrels) | bbl | 14,000 | ||||
Throughput revenue | 0.1 | 0 | $ 0.3 | 0 | |
Reimbursement agreement | ArcLight | Central Services | |||||
Transactions with affiliates | |||||
Revenue recognized | 0.6 | 0.5 | $ 1.8 | 1.7 | |
Services Agreement | TMC | |||||
Transactions with affiliates | |||||
Administration fee (in Percentage) | 1% | ||||
Aggregate fees paid | $ 0.6 | $ 1.6 | $ 1.9 | $ 2.7 |
CONTRIBUTION OF TERMINAL ASSE_3
CONTRIBUTION OF TERMINAL ASSETS (Details) $ in Millions | Nov. 17, 2021 USD ($) |
SeaPort Financing, LLC | |
Ownership interest (as a percent) | 100% |
SeaPort Sound Terminal, LLC | |
Ownership interest (as a percent) | 100% |
SeaPort Midstream | |
Ownership interest (as a percent) | 51% |
Olympic Pipeline Company, LLC | |
Ownership interest (as a percent) | 30% |
SeaPort Financing, LLC | |
Assets received in exchange for payments to lenders | $ 198.2 |
Net book value | 84.7 |
Remaining consideration paid | 181.8 |
ArcLight Energy Partners Fund VI, L.P. | |
Assets received in exchange for distribution | 256.3 |
Short-term loan terminated | $ 10.2 |
CONTRIBUTION OF TERMINAL ASSE_4
CONTRIBUTION OF TERMINAL ASSETS - Schedule of assets and liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Oct. 31, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 18,586 | $ 18,586 | |
Pacific Northwest Acquisition | |||
Business Acquisition [Line Items] | |||
Cash | $ 19,078 | ||
Trade accounts receivable | 8,174 | ||
Inventory | 3,145 | ||
Other current assets | 671 | ||
Property, plant and equipment, net | 120,215 | ||
Investment in unconsolidated affiliates | 108,691 | ||
Goodwill | 9,158 | ||
Other assets, net | 14,689 | ||
Trade accounts payable | (6,062) | ||
Senior secured term loan | (191,510) | ||
Accrued and other liabilities | (1,552) | ||
Equity | $ 84,697 |
CONCENTRATION OF CREDIT RISK _3
CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE | ||
Trade accounts receivable | $ 35,279 | $ 20,028 |
CONCENTRATION OF CREDIT RISK _4
CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE - Customer (Details) - Consolidated revenue - Customer concentration | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Customer A | ||||
Concentration of credit risk and trade accounts receivable | ||||
Percentage of total revenue generated by major customer | 16% | 10% | 14% | 6% |
Customer B | ||||
Concentration of credit risk and trade accounts receivable | ||||
Percentage of total revenue generated by major customer | 7% | 11% | 8% | 11% |
Customer C | ||||
Concentration of credit risk and trade accounts receivable | ||||
Percentage of total revenue generated by major customer | 9% | 10% | 8% | 9% |
OTHER CURRENT ASSETS (Details)
OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
OTHER CURRENT ASSETS | ||
Unrealized gain on derivative instruments | $ 5,526 | |
Prepaid insurance | 2,726 | $ 1,913 |
Additive detergent | 1,528 | 1,055 |
Amounts due from insurance companies | 376 | 414 |
Deposits and other assets | 2,087 | 3,110 |
Other current assets | 12,243 | $ 6,492 |
Reimbursements from insurance companies | 300 | |
Increase in estimated insurance recovery | $ 300 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, plant and equipment, net | ||
Property, plant and equipment, gross | $ 1,455,119 | $ 1,420,716 |
Less accumulated depreciation | (619,852) | (569,233) |
Property, plant and equipment, net | 835,267 | 851,483 |
Utilized by customers in operating lease arrangements | ||
Property, plant and equipment, net | ||
Property, plant and equipment, net | 587,300 | 597,900 |
Land | ||
Property, plant and equipment, net | ||
Property, plant and equipment, gross | 104,647 | 104,647 |
Terminals, pipelines and equipment | ||
Property, plant and equipment, net | ||
Property, plant and equipment, gross | 1,316,723 | 1,266,086 |
Furniture, fixtures and equipment | ||
Property, plant and equipment, net | ||
Property, plant and equipment, gross | 17,530 | 16,986 |
Construction in progress | ||
Property, plant and equipment, net | ||
Property, plant and equipment, gross | $ 16,219 | $ 32,997 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Goodwill | |||
Goodwill | $ 18,586 | $ 18,586 | $ 18,586 |
Brownsville terminals | |||
Goodwill | |||
Goodwill | 8,485 | 8,485 | 8,485 |
West Coast terminals | |||
Goodwill | |||
Goodwill | 10,101 | 10,101 | 10,101 |
Brownsville and West Coast terminals | |||
Goodwill | |||
Impairment charges | $ 0 | $ 0 | $ 0 |
INVESTMENTS IN UNCONSOLIDATED_3
INVESTMENTS IN UNCONSOLIDATED AFFILIATES (Details) $ in Thousands, bbl in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) item bbl | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
INVESTMENTS IN UNCONSOLIDATED AFFILIATES | |||||
Carrying value of investments in unconsolidated affiliates | $ 327,882 | $ 327,882 | $ 332,692 | ||
Earnings from unconsolidated affiliates | 2,922 | $ 3,791 | 9,779 | $ 11,835 | |
Additional capital investments in unconsolidated affiliates | 527 | 3,349 | |||
Cash distributions received from unconsolidated affiliates | 5,354 | 4,935 | 14,589 | 14,476 | |
Balance sheets: | |||||
Current assets | 78,872 | 78,872 | 52,523 | ||
Current liabilities | (66,363) | (66,363) | (65,984) | ||
Statements of income: | |||||
Revenue | 178,673 | 142,384 | 507,938 | 384,922 | |
Net income | 22,242 | 15,928 | 39,172 | 46,555 | |
Unconsolidated Affiliates | |||||
Balance sheets: | |||||
Current assets | 50,486 | 50,486 | 57,797 | ||
Long-term assets | 751,391 | 751,391 | 760,169 | ||
Current liabilities | (30,754) | (30,754) | (38,701) | ||
Long-term liabilities | (49,470) | (49,470) | (44,144) | ||
Net assets | 721,653 | 721,653 | 735,121 | ||
Statements of income: | |||||
Revenue | 47,139 | 49,050 | 143,011 | 140,876 | |
Expenses | (40,600) | (37,672) | (116,979) | (107,500) | |
Net income | 6,539 | 11,378 | 26,032 | 33,376 | |
Goodwill | |||||
INVESTMENTS IN UNCONSOLIDATED AFFILIATES | |||||
Excess investment | $ 20,200 | $ 20,200 | $ 20,200 | ||
BOSTCO | |||||
INVESTMENTS IN UNCONSOLIDATED AFFILIATES | |||||
Percentage of ownership | 42.50% | 42.50% | 42.50% | ||
Storage capacity | bbl | 7.1 | ||||
Carrying value of investments in unconsolidated affiliates | $ 198,083 | $ 198,083 | $ 200,301 | ||
Excess investment | 6,100 | 6,100 | $ 6,200 | ||
Earnings from unconsolidated affiliates | 2,629 | 1,063 | 4,936 | 4,156 | |
Additional capital investments in unconsolidated affiliates | 527 | 3,349 | |||
Cash distributions received from unconsolidated affiliates | $ 2,978 | 2,998 | $ 7,154 | 8,090 | |
Olympic Pipeline Company, LLC | |||||
INVESTMENTS IN UNCONSOLIDATED AFFILIATES | |||||
Percentage of ownership | 30% | 30% | 30% | ||
Number of miles | item | 400 | ||||
Carrying value of investments in unconsolidated affiliates | $ 77,789 | $ 77,789 | $ 80,941 | ||
Excess investment | 5,800 | 5,800 | $ 6,000 | ||
Earnings from unconsolidated affiliates | (407) | 2,319 | 2,951 | 5,516 | |
Cash distributions received from unconsolidated affiliates | $ 1,399 | 990 | $ 6,103 | 3,222 | |
SeaPort Midstream | |||||
INVESTMENTS IN UNCONSOLIDATED AFFILIATES | |||||
Percentage of ownership | 51% | 51% | 51% | ||
Storage capacity (in barrels) | bbl | 1.3 | ||||
Carrying value of investments in unconsolidated affiliates | $ 30,220 | $ 30,220 | $ 29,136 | ||
Earnings from unconsolidated affiliates | $ 534 | 79 | $ 1,084 | 571 | |
Frontera | |||||
INVESTMENTS IN UNCONSOLIDATED AFFILIATES | |||||
Percentage of ownership | 50% | 50% | 50% | ||
Storage capacity | bbl | 1.7 | ||||
Carrying value of investments in unconsolidated affiliates | $ 21,790 | $ 21,790 | $ 22,314 | ||
Earnings from unconsolidated affiliates | 166 | 330 | 808 | 1,592 | |
Cash distributions received from unconsolidated affiliates | $ 977 | $ 947 | $ 1,332 | $ 3,164 | |
Class A Members | BOSTCO | |||||
INVESTMENTS IN UNCONSOLIDATED AFFILIATES | |||||
Cash distributions, allocation percentage | 96.50% | ||||
Class B units | BOSTCO | |||||
INVESTMENTS IN UNCONSOLIDATED AFFILIATES | |||||
Cash distributions, allocation percentage | 3.50% |
OTHER ASSETS, NET (Details)
OTHER ASSETS, NET (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Mar. 30, 2022 | Dec. 31, 2021 | |
Customer relationships, net of accumulated amortization of $17,309 and $14,913, respectively | $ 48,221 | $ 50,617 | |
Affiliate loan | 27,212 | ||
Unrealized gain on derivative instruments | 10,237 | ||
SeaPort Midstream member loan | 1,259 | 1,259 | |
Long-term customer receivables | 23 | 536 | |
Deposits and other assets | 770 | 734 | |
Other assets, net | 87,722 | 53,146 | |
Accumulated amortization of customer relationships | 17,309 | 14,913 | |
Member revolving loan agreement SeaPort Midstream Partners, LLC | SeaPort Midstream | |||
SeaPort Midstream member loan | 1,300 | 1,300 | |
Maximum borrowing capacity | $ 5,000 | ||
Proportionate share | 51% | ||
Outstanding borrowings | $ 2,500 | $ 2,500 | |
Pike Petroleum Holdings, LLC | |||
Loan to affiliate | $ 25,000 | ||
Interest (as a percent) | 15% | ||
Minimum | |||
Amortization period of customer relationships | 10 years | ||
Maximum | |||
Amortization period of customer relationships | 20 years |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
ACCRUED LIABILITIES | ||
Customer advances and deposits | $ 11,209 | $ 10,572 |
Accrued compensation expense | 10,770 | 12,497 |
Accrued property taxes | 7,641 | 2,346 |
Interest payable | 4,478 | 8,605 |
Accrued environmental obligations | 1,078 | 1,812 |
Accrued expenses and other | 2,380 | 1,919 |
Accrued liabilities | 37,556 | $ 37,751 |
Payments towards environmental remediation obligations | 1,000 | |
Increase (decrease) in remediation obligations due to change in estimate | $ 300 |
DEBT (Details)
DEBT (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Nov. 17, 2021 | Feb. 12, 2018 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Long-term debt | |||||||
Unamortized deferred debt issuance costs | $ (23,615) | $ (23,615) | $ (25,960) | ||||
Total debt | 1,298,785 | 1,298,785 | 1,273,940 | ||||
Current portion of senior secured term loan | (10,000) | (10,000) | (10,000) | ||||
Long-term debt | 1,288,785 | 1,288,785 | 1,263,940 | ||||
Amortization of deferred debt issuance costs | 1,108 | $ 982 | 3,155 | $ 2,916 | |||
Debt issuance costs | 2,600 | 0 | $ 2,600 | 0 | |||
Repayment of outstanding balance | $ 524 | $ 1,572 | |||||
Proceeds from issuance of term loan | $ 1,000,000 | ||||||
Credit Agreement [Member] | |||||||
Long-term debt | |||||||
Weighted average interest rate on borrowings (as a percent) | 5.70% | 4.60% | |||||
Senior secured leverage ratio | 6.75 | ||||||
Percentage of aggregate outstanding amount | 35% | ||||||
TLP Finance Corp | |||||||
Long-term debt | |||||||
Ownership interest in subsidiary (as a percent) | 100% | ||||||
TransMontaigne Partners LLC | |||||||
Long-term debt | |||||||
Amount of independent assets | 0 | $ 0 | |||||
Amount of independent operations | 0 | $ 0 | |||||
TransMontaigne Operating Company L.P | |||||||
Long-term debt | |||||||
Ownership interest in subsidiary (as a percent) | 100% | ||||||
LIBOR | Credit Agreement [Member] | |||||||
Long-term debt | |||||||
Margin interest above reference rate (as a percent) | 3.50% | ||||||
Base Rate | Credit Agreement [Member] | |||||||
Long-term debt | |||||||
Margin interest above reference rate (as a percent) | 2.50% | ||||||
Minimum | Credit Agreement [Member] | |||||||
Long-term debt | |||||||
Debt service coverage ratio | 1.1 | ||||||
Senior secured term loan outstanding | |||||||
Long-term debt | |||||||
Debt | 992,500 | $ 992,500 | 1,000,000 | ||||
Senior secured term loan outstanding | Credit Agreement [Member] | |||||||
Long-term debt | |||||||
Maximum borrowing capacity | $ 1,000,000 | ||||||
Floor interest rate | 0.50% | ||||||
6.125% senior notes due in 2026 | |||||||
Long-term debt | |||||||
Debt | $ 299,900 | $ 299,900 | $ 299,900 | ||||
Interest (as a percent) | 6.125% | 6.125% | 6.125% | 6.125% | 6.125% | ||
Sale of senior notes | $ 300,000 | ||||||
Proceeds from issuance of term loan | $ 8,100 | ||||||
Revolving credit facility outstanding | |||||||
Long-term debt | |||||||
Debt | $ 30,000 | $ 30,000 | |||||
Revolving credit facility outstanding | Credit Agreement [Member] | |||||||
Long-term debt | |||||||
Maximum borrowing capacity | $ 150,000 | ||||||
Commitment fee on unused amount of commitments (as a percent) | 0.50% | ||||||
Letter of Credit | |||||||
Long-term debt | |||||||
Outstanding borrowings under letters of credit | $ 400 | $ 400 | $ 1,700 | ||||
Letter of Credit | Credit Agreement [Member] | |||||||
Long-term debt | |||||||
Maximum borrowing capacity | $ 35,000 | ||||||
Percentage of letter of credit fee | 3.50% | ||||||
Letter of Credit | Minimum | Credit Agreement [Member] | |||||||
Long-term debt | |||||||
Percentage of fronting fee on letter of credit | 0.125% |
DEBT - Senior secured term loan
DEBT - Senior secured term loan (Details) $ in Thousands | Nov. 17, 2021 USD ($) |
DEBT | |
Repayment of revolving credit facility | $ 351,700 |
Payment for Pacific Northwest Contribution | 256,300 |
Repayment of SeaPort Financing term loan | 198,200 |
Distribution to TLP Finance Holdings, LLC for debt service | 174,200 |
Deferred debt issuance costs | 19,600 |
Proceeds from senior secured term loan | $ 1,000,000 |
DEFERRED COMPENSATION EXPENSE (
DEFERRED COMPENSATION EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Additional disclosures | ||||
Deferred compensation expense | $ 786 | $ 355 | $ 3,006 | $ 1,572 |
TMC | Class B units | ||||
Additional disclosures | ||||
Deferred compensation expense | 400 | 0 | 1,300 | 0 |
TMS | ||||
Additional disclosures | ||||
Deferred compensation expense | $ 400 | $ 400 | $ 1,700 | $ 1,600 |
TMS | Restricted phantom units | ||||
Additional disclosures | ||||
Vesting (as a percent) | 50% | |||
TMS | Restricted phantom units | Tranche One | ||||
Additional disclosures | ||||
Earlier vesting, age threshold (in years) | 60 years | |||
TMS | Restricted phantom units | Tranche Two | ||||
Additional disclosures | ||||
Earlier vesting, age threshold (in years) | 55 years | |||
Earlier vesting, length of service threshold (in years) | 10 years | |||
TMS | Restricted phantom units | Tranche Three | ||||
Additional disclosures | ||||
Earlier vesting, age threshold (in years) | 50 years | |||
Earlier vesting, length of service threshold (in years) | 20 years |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Leases (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Lessee, Operating Lease, Existence of Option to Extend | true | |
Lessee, Operating Lease, Existence of Option to Terminate | true | |
Additions to right-of-use assets | $ 0 | $ 5.3 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease term | 1 year | 1 year |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease term | 49 years | 49 years |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Lease cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES | ||||
Operating leases | $ 1,390 | $ 1,308 | $ 4,179 | $ 3,757 |
Variable lease costs (including insignificant short-term leases) | 329 | 215 | 941 | 679 |
Sublease income as primary obligor | (277) | (253) | (810) | (752) |
Total lease costs | $ 1,442 | $ 1,270 | $ 4,310 | $ 3,684 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Other Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES | ||||
Cash outflows for operating leases | $ 1,181 | $ 1,115 | $ 3,750 | $ 3,521 |
Weighted average remaining lease term (years) | 27 years 9 months 14 days | 28 years 10 months 24 days | 27 years 9 months 14 days | 28 years 10 months 24 days |
Weighted average discount rate | 4.50% | 4.50% | 4.50% | 4.50% |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES - Undiscounted Cash Flows Owed (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
COMMITMENTS AND CONTINGENCIES | |
2022 (remainder of the year) | $ 1,642 |
2023 | 5,492 |
2024 | 5,288 |
2025 | 4,850 |
2026 | 3,544 |
Thereafter | 73,140 |
Total lease payments | 93,956 |
Less imputed interest | (40,347) |
Present value of operating lease liabilities | 53,609 |
Contractual commitments for supply of services, labor and materials | $ 26,500 |
DISCLOSURES ABOUT FAIR VALUE (D
DISCLOSURES ABOUT FAIR VALUE (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Transfers between the three levels of the fair value hierarchy | $ 0 | $ 0 | |
6.125% senior notes due in 2026 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt | 299,900 | $ 299,900 | |
6.125% senior notes due in 2026 | Level 2 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt | 250,400 | ||
Senior secured term loan outstanding | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt | 992,500 | $ 1,000,000 | |
Senior secured term loan outstanding | Level 2 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt | $ 939,200 |
REVENUE FROM CONTRACTS WITH C_3
REVENUE FROM CONTRACTS WITH CUSTOMERS - Disaggregated (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 178,673 | $ 142,384 | $ 507,938 | $ 384,922 |
Firm commitments revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
ASC 842 revenue | 45,652 | 46,490 | 136,419 | 140,006 |
ASC 606 revenue | 9,840 | 9,281 | 28,072 | 27,286 |
Total revenue | 55,492 | 55,771 | 164,491 | 167,292 |
Ancillary revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
ASC 842 revenue | 587 | 326 | 1,448 | 1,457 |
ASC 606 revenue | 18,404 | 13,050 | 51,235 | 37,887 |
Total revenue | 18,991 | 13,376 | 52,683 | 39,344 |
Terminaling services fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 74,483 | 69,147 | 217,174 | 206,636 |
Product sales | ||||
Disaggregation of Revenue [Line Items] | ||||
ASC 606 revenue | 100,840 | 70,083 | 280,714 | 168,172 |
Total revenue | 100,840 | 70,083 | 280,714 | 168,172 |
Pipeline transportation fees | ||||
Disaggregation of Revenue [Line Items] | ||||
ASC 842 revenue | 638 | |||
Management fees | ||||
Disaggregation of Revenue [Line Items] | ||||
ASC 842 revenue | 360 | 337 | 1,053 | 996 |
ASC 606 revenue | 2,990 | 2,817 | 8,997 | 8,480 |
Total revenue | $ 3,350 | $ 3,154 | $ 10,050 | $ 9,476 |
REVENUE FROM CONTRACTS WITH C_4
REVENUE FROM CONTRACTS WITH CUSTOMERS - Contract Revenue (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated future ASC 606 revenue | $ 52,975 |
2022 (remainder of the year) | 44,665 |
2023 | 151,318 |
2024 | 105,478 |
2025 | 77,548 |
2026 | 57,702 |
Thereafter | 469,623 |
Total estimated future ASC 842 revenue | 906,334 |
Gulf Coast Terminals | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated future ASC 606 revenue | 3,047 |
Midwest Terminals | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated future ASC 606 revenue | 776 |
Brownsville terminals | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated future ASC 606 revenue | 7,994 |
River terminals | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated future ASC 606 revenue | 822 |
Southeast Terminals | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated future ASC 606 revenue | 26,787 |
West Coast terminals | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated future ASC 606 revenue | 13,549 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated future ASC 606 revenue | $ 9,168 |
Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | Gulf Coast Terminals | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated future ASC 606 revenue | $ 1,245 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | Midwest Terminals | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated future ASC 606 revenue | 222 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | Brownsville terminals | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated future ASC 606 revenue | 737 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | River terminals | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated future ASC 606 revenue | 276 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | Southeast Terminals | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated future ASC 606 revenue | 2,126 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | West Coast terminals | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated future ASC 606 revenue | 4,562 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated future ASC 606 revenue | $ 20,007 |
Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Gulf Coast Terminals | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated future ASC 606 revenue | $ 1,802 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Midwest Terminals | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated future ASC 606 revenue | 514 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Brownsville terminals | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated future ASC 606 revenue | 2,247 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | River terminals | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated future ASC 606 revenue | 546 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Southeast Terminals | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated future ASC 606 revenue | 6,085 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | West Coast terminals | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated future ASC 606 revenue | 8,813 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated future ASC 606 revenue | $ 7,316 |
Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Midwest Terminals | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated future ASC 606 revenue | $ 40 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Brownsville terminals | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated future ASC 606 revenue | 2,232 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Southeast Terminals | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated future ASC 606 revenue | 4,870 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | West Coast terminals | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated future ASC 606 revenue | 174 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated future ASC 606 revenue | $ 7,102 |
Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Brownsville terminals | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated future ASC 606 revenue | $ 2,232 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Southeast Terminals | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated future ASC 606 revenue | 4,870 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated future ASC 606 revenue | $ 5,379 |
Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Brownsville terminals | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated future ASC 606 revenue | $ 546 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Southeast Terminals | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated future ASC 606 revenue | 4,833 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated future ASC 606 revenue | $ 4,003 |
Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 0 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | Southeast Terminals | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated future ASC 606 revenue | $ 4,003 |
REVENUE FROM CONTRACTS WITH C_5
REVENUE FROM CONTRACTS WITH CUSTOMERS - Balance Sheet Disclosures (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | ||
Trade accounts receivable, Contracts under ASC 606 | $ 25,630 | $ 12,792 |
Trade accounts receivable, Contracts under ASC 842 | 9,649 | 7,236 |
Trade accounts receivable, total | 35,279 | 20,028 |
Long-term customer receivables | ||
Long-term customer receivables, ASC 842 | 23 | 536 |
Long-term customer receivables, Total | 23 | 536 |
Amounts recognized as revenue, Contracts under ASC 606 | 0 | |
Amounts recognized as revenue, Contracts under ASC 842 | 500 | |
Customer Advances and Deposits | ||
Contract liabilities, ASC 606 | 1,658 | 1,301 |
Contract liabilities, ASC 842 | 10,905 | 12,605 |
Contract liabilities, Total | 12,563 | $ 13,906 |
Revenue recognized from beginning of period, ASC 606 | 1,300 | |
Revenue recognized from beginning of period, ASC 842 | $ 11,500 |
BUSINESS SEGMENTS (Details)
BUSINESS SEGMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Segments of business | |||||
Revenue | $ 178,673 | $ 142,384 | $ 507,938 | $ 384,922 | |
Operating costs and expenses | (29,705) | (26,738) | (88,701) | (82,755) | |
Net margins | 52,795 | 49,877 | 149,902 | 144,402 | |
Cost of product sales | 96,173 | 65,769 | 269,335 | 157,765 | |
Costs and expenses | 153,042 | 119,016 | 441,267 | 316,572 | |
General and administrative | (6,967) | (7,425) | (22,430) | (18,575) | |
Insurance | (1,525) | (1,580) | (4,780) | (4,673) | |
Deferred compensation | (786) | (355) | (3,006) | (1,572) | |
Depreciation and amortization | (17,886) | (17,149) | (53,015) | (51,232) | |
Earnings from unconsolidated affiliates | 2,922 | 3,791 | 9,779 | 11,835 | |
Operating income | 28,553 | 27,159 | 76,450 | 80,185 | |
Other expenses (interest and deferred debt issuance costs) | (6,311) | (11,231) | (37,278) | (33,630) | |
Net earnings | 22,242 | 15,928 | 39,172 | 46,555 | |
Capital expenditures | 10,688 | 22,692 | 37,080 | 46,988 | |
Identifiable assets | 1,007,887 | 1,007,887 | |||
Cash and cash equivalents | 16,027 | 16,027 | $ 18,273 | ||
Investments in unconsolidated affiliates | 327,882 | 327,882 | 332,692 | ||
Other | 47,926 | 47,926 | |||
TOTAL ASSETS | 1,399,722 | 1,399,722 | $ 1,356,952 | ||
Gulf Coast Terminals | |||||
Segments of business | |||||
Revenue | 21,612 | 18,711 | 63,964 | 57,185 | |
Operating costs and expenses | (5,965) | (5,422) | (16,931) | (16,484) | |
Net margins | 15,647 | 13,289 | 47,033 | 40,701 | |
Capital expenditures | 1,676 | 3,589 | 8,594 | 6,011 | |
Identifiable assets | 138,367 | 138,367 | |||
Midwest Terminals | |||||
Segments of business | |||||
Revenue | 2,512 | 2,394 | 7,558 | 7,963 | |
Operating costs and expenses | (459) | (474) | (1,377) | (1,743) | |
Net margins | 2,053 | 1,920 | 6,181 | 6,220 | |
Capital expenditures | 256 | 14 | 713 | 66 | |
Identifiable assets | 16,317 | 16,317 | |||
Brownsville terminals | |||||
Segments of business | |||||
Revenue | 6,850 | 5,881 | 19,596 | 17,405 | |
Operating costs and expenses | (2,746) | (2,331) | (7,745) | (6,922) | |
Net margins | 4,104 | 3,550 | 11,851 | 10,483 | |
Capital expenditures | 1,274 | 2,412 | 3,145 | 8,511 | |
Identifiable assets | 113,502 | 113,502 | |||
River terminals | |||||
Segments of business | |||||
Revenue | 3,964 | 3,534 | 11,252 | 10,449 | |
Operating costs and expenses | (1,776) | (1,590) | (4,996) | (4,823) | |
Net margins | 2,188 | 1,944 | 6,256 | 5,626 | |
Capital expenditures | 407 | 719 | 699 | 4,552 | |
Identifiable assets | 46,565 | 46,565 | |||
Southeast Terminals | |||||
Segments of business | |||||
Revenue | 17,849 | 19,763 | 53,019 | 58,545 | |
Operating costs and expenses | (6,291) | (5,809) | (19,147) | (17,641) | |
Net margins | 11,558 | 13,954 | 33,872 | 40,904 | |
Capital expenditures | 1,634 | 3,077 | 6,407 | 8,266 | |
Identifiable assets | 234,074 | 234,074 | |||
West Coast terminals | |||||
Segments of business | |||||
Revenue | 124,311 | 90,721 | 347,820 | 228,844 | |
Operating costs and expenses | (8,747) | (7,304) | (26,396) | (23,906) | |
Net margins | 19,391 | 17,648 | 52,089 | 47,173 | |
Cost of product sales | (96,173) | (65,769) | (269,335) | (157,765) | |
Costs and expenses | (104,920) | (73,073) | (295,731) | (181,671) | |
Capital expenditures | 5,096 | 12,835 | 16,932 | 19,464 | |
Identifiable assets | 448,007 | 448,007 | |||
Central Services | |||||
Segments of business | |||||
Revenue | 1,575 | 1,380 | 4,729 | 4,531 | |
Operating costs and expenses | (3,721) | (3,808) | (12,109) | (11,236) | |
Net margins | (2,146) | (2,428) | (7,380) | (6,705) | |
Capital expenditures | 345 | 46 | 590 | 118 | |
Identifiable assets | 11,055 | 11,055 | |||
Terminal revenue | |||||
Segments of business | |||||
Revenue | 77,833 | 72,301 | 227,224 | 216,750 | |
Terminal revenue | Gulf Coast Terminals | |||||
Segments of business | |||||
Revenue | 21,612 | 18,711 | 63,964 | 57,185 | |
Terminal revenue | Midwest Terminals | |||||
Segments of business | |||||
Revenue | 2,512 | 2,394 | 7,558 | 7,963 | |
Terminal revenue | Brownsville terminals | |||||
Segments of business | |||||
Revenue | 6,850 | 5,881 | 19,596 | 17,405 | |
Terminal revenue | River terminals | |||||
Segments of business | |||||
Revenue | 3,964 | 3,534 | 11,252 | 10,449 | |
Terminal revenue | Southeast Terminals | |||||
Segments of business | |||||
Revenue | 17,849 | 19,763 | 53,019 | 58,545 | |
Terminal revenue | West Coast terminals | |||||
Segments of business | |||||
Revenue | 23,471 | 20,638 | 67,106 | 60,672 | |
Terminal revenue | Central Services | |||||
Segments of business | |||||
Revenue | 1,575 | 1,380 | 4,729 | 4,531 | |
Product sales | |||||
Segments of business | |||||
Revenue | 100,840 | 70,083 | 280,714 | 168,172 | |
Product sales | West Coast terminals | |||||
Segments of business | |||||
Revenue | 100,840 | 70,083 | 280,714 | 168,172 | |
Terminaling services fees | |||||
Segments of business | |||||
Revenue | 74,483 | 69,147 | 217,174 | 206,636 | |
Terminaling services fees | Gulf Coast Terminals | |||||
Segments of business | |||||
Revenue | 21,595 | 18,699 | 63,917 | 57,148 | |
Terminaling services fees | Midwest Terminals | |||||
Segments of business | |||||
Revenue | 2,512 | 2,394 | 7,558 | 7,963 | |
Terminaling services fees | Brownsville terminals | |||||
Segments of business | |||||
Revenue | 5,370 | 4,427 | 15,129 | 12,719 | |
Terminaling services fees | River terminals | |||||
Segments of business | |||||
Revenue | 3,964 | 3,534 | 11,252 | 10,449 | |
Terminaling services fees | Southeast Terminals | |||||
Segments of business | |||||
Revenue | 17,581 | 19,465 | 52,243 | 57,715 | |
Terminaling services fees | West Coast terminals | |||||
Segments of business | |||||
Revenue | 23,461 | 20,628 | 67,075 | 60,642 | |
Pipeline transportation fees | Brownsville terminals | |||||
Segments of business | |||||
Revenue | 638 | ||||
Management fees | |||||
Segments of business | |||||
Revenue | 3,350 | 3,154 | 10,050 | 9,476 | |
Management fees | Gulf Coast Terminals | |||||
Segments of business | |||||
Revenue | 17 | 12 | 47 | 37 | |
Management fees | Brownsville terminals | |||||
Segments of business | |||||
Revenue | 1,480 | 1,454 | 4,467 | 4,048 | |
Management fees | Southeast Terminals | |||||
Segments of business | |||||
Revenue | 268 | 298 | 776 | 830 | |
Management fees | West Coast terminals | |||||
Segments of business | |||||
Revenue | 10 | 10 | 31 | 30 | |
Management fees | Central Services | |||||
Segments of business | |||||
Revenue | $ 1,575 | $ 1,380 | $ 4,729 | $ 4,531 |