TransMontaigne Partners L.P.
Annual Report 2017

Plain-text annual report

Table of Contents UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10‑K(Mark One) ☒Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934for the fiscal year ended December 31, 2017OR☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the transition period to Commission File Number 001‑32505TRANSMONTAIGNE PARTNERS L.P.(Exact name of registrant as specified in its charter)Delaware(State or other jurisdiction ofincorporation or organization)34‑2037221(I.R.S. EmployerIdentification No.) Suite 3100, 1670 BroadwayDenver, Colorado 80202(Address, including zip code, of principal executive offices)(303) 626‑8200(Telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:Title of Each ClassName of Each Exchange on Which RegisteredCommon Units Representing Limited Partner InterestsNew York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: NONEIndicate by check mark if the registrant is a well‑known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes ☒ No ☐Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data Filerequired to be submitted and posted pursuant to Rule 405 of Regulation S‑T (§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit and post such files). Yes ☒ No ☐Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S‑K is not contained herein, and will not be contained, tothe best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10‑K or any amendment tothis Form 10‑K. ☒Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company, oremerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” inRule 12b‑2 of the Exchange Act.Large accelerated filer ☐Accelerated filer ☒Non‑accelerated filer ☐(Do not check if asmaller reporting company)Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act) Yes ☐ No ☒The aggregate market value of common units held by non‑affiliates of the registrant on June 30, 2017 was $543,133,822 computed by reference tothe last sale price ($42.00 per common unit) of the registrant’s common units on the New York Stock Exchange on June 30, 2017.The number of the registrant’s common units outstanding on March 9, 2018 was 16,200,485.DOCUMENTS INCORPORATED BY REFERENCENone. Table of Contents TABLE OF CONTENTSItem Page No. Part I 1 and2. Business and Properties 4 1A. Risk Factors 23 1B. Unresolved Staff Comments 40 3. Legal Proceedings 40 4. Mine Safety Disclosures 40 Part II 5. Market for the Registrant’s Common Units, Related Unitholder Matters and Issuer Purchasesof Equity Securities 41 6. Selected Financial Data 43 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 44 7A. Quantitative and Qualitative Disclosures About Market Risks 58 8. Financial Statements and Supplementary Data 59 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 91 9A. Controls and Procedures 91 9B. Other Information 93 Part III 10. Directors, Executive Officers of Our General Partner and Corporate Governance 93 11. Executive Compensation 99 12. Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters 102 13. Certain Relationships and Related Transactions, and Director Independence 105 14. Principal Accounting Fees and Services 108 Part IV 15. Exhibits, Financial Statement Schedules 109 16. Form 10-K Summary 126 2 Table of Contents CAUTIONARY STATEMENT REGARDING FORWARD‑LOOKING STATEMENTSThis Annual Report on Form 10-K (this “Annual Report”) contains “forward-looking statements” within themeaning of federal securities laws. Forward-looking statements give our current expectations, contain projections of resultsof operations or of financial condition, or forecasts of future events. When used in this Annual Report, the words “could,”“may,” “should,” “will,” “seek,” “believe,” “expect,” “anticipate,” “intend,” “continue,” “estimate,” “plan,” “target,”“predict,” “project,” “attempt,” “is scheduled,” “likely,” “forecast,” the negatives thereof and other similar expressions areused to identify forward-looking statements, although not all forward-looking statements contain such identifying words.These forward-looking statements are based on our current expectations and assumptions about future events and are basedon currently available information as to the outcome and timing of future events. You are cautioned not to place unduereliance on any forward-looking statements. When considering forward-looking statements, you should keep in mind the riskfactors and other cautionary statements described under the heading “Item 1A. Risk Factors” included in this Annual Report.You should also understand that it is not possible to predict or identify all such factors and should not consider the followinglist to be a complete statement of all potential risks and uncertainties. Factors that could cause our actual results to differmaterially from the results contemplated by such forward-looking statements include:·our ability to successfully implement our business strategy;·competitive conditions in our industry;·actions taken by third-party customers, producers, operators, processors and transporters;·pending legal or environmental matters;·costs of conducting our operations;·our ability to complete internal growth projects on time and on budget;·general economic conditions;·the price of oil, natural gas, natural gas liquids and other commodities in the energy industry;·the price and availability of debt and equity financing;·large customer defaults; ·interest rates;·operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond ourcontrol;·uncertainty regarding our future operating results;·changes in tax status;·effects of existing and future laws and governmental regulations;·the effects of future litigation; and·plans, objectives, expectations and intentions contained in this Annual Report that are not historical.All forward-looking statements, expressed or implied, included in this Annual Report are expressly qualified in theirentirety by this cautionary statement. This cautionary statement should also be considered in connection with anysubsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, allof which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of thisAnnual Report. 3 Table of Contents Part IAs used in this Annual Report, unless the context requires otherwise, references to “we,” “us,” “our,”“TransMontaigne Partners” or the ‘‘Partnership’’ are intended to mean TransMontaigne Partners L.P. and our whollyowned and controlled operating subsidiaries. References to ‘‘TransMontaigne GP’’ or ‘‘our general partner’’ are intendedto mean TransMontaigne GP L.L.C., our general partner. References to ‘‘ArcLight’’ areintended to mean ArcLight Energy Partners Fund VI, L.P., its affiliates and subsidiaries other than TransMontaigne GP, usand our subsidiaries. ITEMS 1 AND 2. BUSINESS AND PROPERTIESOverviewWe are a terminaling and transportation company with assets and operations in the United States along the GulfCoast, in the Midwest, in Houston and Brownsville, Texas, along the Mississippi and Ohio Rivers, in the Southeast and onthe West Coast. We provide integrated terminaling, storage, transportation and related services for customers engaged in thedistribution and marketing of light refined petroleum products, heavy refined petroleum products, crude oil, chemicals,fertilizers and other liquid products. Light refined products include gasolines, diesel fuels, heating oil and jet fuels. Heavyrefined products include residual fuel oils and asphalt. We do not purchase or market products that we handle or transport.Therefore, we do not have direct exposure to changes in commodity prices, except for the value of refined product gains andlosses arising from terminaling services agreements with certain customers, which accounts for a small portion of our revenue. We use our owned and operated terminaling facilities to, among other things: receive refined products from thepipeline, ship, barge or railcar making delivery on behalf of our customers and transfer those refined products to the tankslocated at our terminals; store the refined products in our tanks for our customers; monitor the volume of the refined productsstored in our tanks; distribute the refined products out of our terminals in vessels, railcars or truckloads using truck racks andother distribution equipment located at our terminals, including pipelines; heat residual fuel oils and asphalt stored in ourtanks; and provide other ancillary services related to the throughput process.Recent DevelopmentsWest Coast terminals acquisition. On December 15, 2017, we acquired the West Coast terminals from a third partyfor a total purchase price of approximately $276.8 million. The West Coast terminals represent two waterborne refinedproduct and crude oil terminals located in the San Francisco Bay Area refining complex with a total of 64 storage tanks withapproximately 5.0 million barrels of active storage capacity. The West Coast terminals have access to domestic andinternational crude oil and refined products markets through marine, pipeline, truck and rail logistics capabilities. Pursuantto a new long-term terminaling services agreement with a third party customer, we have begun the construction of anadditional 125,000 barrels of storage capacity at one of the terminals. The acquisition of the West Coast terminals wasfinanced with borrowings under our credit facility and, in connection with the acquisition, we entered into an amendment toour revolving credit facility on December 14, 2017, which increased the lender commitments under our revolving creditfacility from $600 million to $850 million. Expansion of our Collins bulk storage terminal. Our Collins/Purvis, Mississippi terminal complex is strategicallylocated for the bulk storage market and is the only independent terminal capable of receiving from, delivering to, andtransferring refined petroleum products between the Colonial and Plantation pipeline systems. We previously entered intolong-term terminaling services agreements with various customers for approximately 2 million barrels of new tank capacity atour Collins, terminal. The revenue associated with these agreements came on-line upon completion of the construction of thenew tank capacity at various stages beginning in the fourth quarter of 2016 through the second quarter of 2017. Theaggregate cost of the approximately 2.0 million barrels of new tank capacity was approximately $75 million. With thecompletion of our Phase I expansion, our Collins/Purvis terminal complex has current active storage capacity ofapproximately 5.4 million barrels.4 Table of Contents In addition to the Phase I expansion at our Collins terminal, in the second half of 2017 we obtained an air permit foran additional 5.0 million barrels of capacity for a Phase II buildout. We have started the design and construction of 870,000barrels of new storage capacity supported by the execution of a new long-term, fee-based terminaling services agreement witha third party customer, which constitutes the beginning of a Phase II buildout. To facilitate our further expansion of tankageat Collins, we also recently entered into an agreement with Colonial Pipeline Company for significant improvements to theColonial Pipeline receipt and delivery manifolds and our related receipt and delivery facilities. The improvements will resultin significant increased flexibility for our Collins customers including the simultaneous receipt and delivery of gasoline fromand to Colonial’s Line 1 at full line rates including the ability to receive and deliver segregated batches at these rates; adedicated and segregated line for the receipt and delivery of distillates from and to Colonial’s Line 2; and a dedicated andsegregated line for the receipt and delivery of jet fuel from and to Colonial’s Line 2. The anticipated cost of theapproximately 870,000 barrels of new storage capacity and our share of the improvements to the pipeline connections isapproximately $55 million, with expected annual cash returns in the low-teens. We are currently in active discussions withseveral other existing and prospective customers regarding additional future capacity at our Collins terminal.Public offering of senior notes. On February 12, 2018, the Partnership and TLP Finance Corp., our wholly ownedsubsidiary completed the issuance and sale of $300 million in aggregate principal amount of 6.125% senior notes, issued atpar and due 2026 (the “senior notes”). The senior notes are guaranteed on a senior unsecured basis by each of our whollyowned subsidiaries that guarantee obligations under our revolving credit facility. The net proceeds were used primarily torepay indebtedness under our revolving credit facility.5 Table of Contents Our Assets and OperationsOur terminals are located in six geographic regions, which we refer to as our Gulf Coast, Midwest, Brownsville,River, Southeast and West Coast terminals. In addition, we have unconsolidated investments in BOSTCO and Frontera (eachdefined below).The locations and approximate aggregate active storage capacity at our owned and joint venture terminalfacilities as of December 31, 2017 are as follows: Active storage capacity (shell bbls) Our Terminals by Region: Gulf Coast Terminals: Port Everglades North, FL 2,408,000 Port Everglades South, FL (1) 376,000 Jacksonville, FL 271,000 Cape Canaveral, FL 724,000 Port Manatee, FL 1,492,000 Pensacola, FL 270,000 Fisher Island, FL 673,000 Tampa, FL 760,000 Gulf Coast Total 6,974,000 Midwest Terminals: Rogers, AR and Mount Vernon, MO (aggregate amounts) 421,000 Cushing, OK 1,005,000 Oklahoma City, OK 158,000 Midwest Total 1,584,000 Brownsville Terminal 891,000 River Terminals: Arkansas City, AR 446,000 Evansville, IN 245,000 New Albany, IN 201,000 Greater Cincinnati, KY 189,000 Henderson, KY 170,000 Louisville, KY 183,000 Owensboro, KY 154,000 Paducah, KY 322,000 Baton Rouge, LA (Dock) — Greenville, MS (Clay Street) 350,000 Greenville, MS (Industrial Road) 56,000 Cape Girardeau, MO 140,000 East Liverpool, OH 228,000 River Total 2,684,000 6 Table of Contents Active storage capacity (shell bbls) Southeast Terminals: Albany, GA 203,000 Americus, GA 98,000 Athens, GA 203,000 Bainbridge, GA 367,000 Belton, SC — Birmingham, AL 178,000 Charlotte, NC 121,000 Collins/Purvis, MS (bulk storage) 5,367,000 Collins, MS 200,000 Doraville, GA 438,000 Fairfax, VA 513,000 Greensboro, NC 479,000 Griffin, GA 107,000 Lookout Mountain, GA 219,000 Macon, GA 174,000 Meridian, MS 139,000 Montvale, VA 503,000 Norfolk, VA 1,336,000 Richmond, VA 448,000 Rome, GA 152,000 Selma, NC 529,000 Spartanburg, SC 166,000 Southeast Total 11,940,000 West Coast Terminals: Martinez, CA 4,542,000 Richmond, CA 498,000 West Coast Total 5,040,000 Our Joint Ventures Terminals: Frontera Joint Venture Terminal (2) 1,479,000 BOSTCO Joint Venture Terminal (3) 7,080,000 TOTAL CAPACITY 37,672,000 (1)Reflects our ownership interest net of a major oil company’s ownership interest in certain tank capacity.(2)Reflects the total active storage capacity of Frontera Brownsville LLC (“Frontera”), of which we have a 50% ownershipinterest.(3)Reflects the total active storage capacity of Battleground Oil Specialty Terminal Company LLC (“BOSTCO”), of whichwe have a 42.5%, general voting, Class A Member interest.Gulf Coast Operations. Our Gulf Coast terminals consist of eight refined product terminals and is the largestterminal network in Florida. These terminals have approximately 7.0 million barrels of aggregate active storage capacity inports including Fort Lauderdale, Miami and Cape Canaveral, which are among the busiest cruise ship ports in the nation. Atour Gulf Coast terminals, we handle refined products and crude oil on behalf of, and provide integrated terminaling servicesto, customers engaged in the distribution and marketing of refined products and crude oil. Our Gulf Coast terminals receiverefined products from vessels on behalf of our customers. In addition, our Jacksonville terminal also receives asphalt by rail,and our Port Everglades (North) terminal also receives product by truck. We distribute by truck or barge at all of our GulfCoast terminals. In addition, we distribute products by pipeline at our Port Everglades and Tampa terminals. A major oilcompany retains an ownership interest, ranging from 25% to 50%, in specific tank7 Table of Contents capacity at our Port Everglades (South) terminal. We manage and operate the Port Everglades (South) terminal, and we arereimbursed by the major oil company for its proportionate share of our operating and maintenance costs.Midwest Terminals and Pipeline Operations. In Missouri and Arkansas, we own and operate the Razorbackpipeline and terminals in Mount Vernon, Missouri, at the origin of the pipeline and in Rogers, Arkansas, at the terminus ofthe pipeline. We refer to these two terminals collectively as the Razorback terminals. The Razorback pipeline is a 67-mile, 8-inch diameter interstate common carrier pipeline that transports light refined product from our terminal at Mount Vernon,where it is interconnected with a pipeline system owned by a third party, to our terminal at Rogers. The Razorback pipelinehas a capacity of approximately 30,000 barrels per day. The facilities include two refined product terminals withapproximately 0.4 million barrels of aggregate active storage capacity. Our Rogers facility is the only refined productsterminal located in Northwest Arkansas.We also own and operate a terminal facility at Oklahoma City, Oklahoma with approximately 0.2 million barrels ofaggregate active storage capacity. Our Oklahoma City terminal receives gasolines and diesel fuels from a pipeline systemowned by a third party for delivery via our truck rack for redistribution to locations throughout the Oklahoma City region.We leased a portion of land in Cushing, Oklahoma and constructed storage tanks and associated infrastructure onthe property for the receipt of crude oil by truck and pipeline, the blending of crude oil and the storage of approximately 1.0million barrels of crude oil. The facility was completed and placed into service in August 2012.Brownsville, Texas Operations. We own and operate a refined product terminal with approximately 0.9 millionbarrels of aggregate active storage capacity and related ancillary facilities in Brownsville independent of the Frontera jointventure, as well as the Diamondback pipeline which handles liquid product movements between Mexico and south Texas. Atour Brownsville terminal we handle refined petroleum products, chemicals, vegetable oils, naphtha, wax and propane onbehalf of, and provide integrated terminaling services to, customers engaged in the distribution and marketing of refinedproducts and natural gas liquids. Our Brownsville facilities receive refined products on behalf of our customers from vessels,by truck or railcar. We also receive natural gas liquids by pipeline.The Diamondback pipeline consists of an 8” pipeline that transports refined products approximately 16 miles fromour Brownsville facilities to the U.S./Mexico border and a 6” pipeline, which runs parallel to the 8” pipeline, that can be usedby us in the future to transport additional refined products to Matamoros, Mexico. The 8” pipeline has a capacity ofapproximately 20,000 barrels per day. The 6” pipeline has a capacity of approximately 12,000 barrels per day. Operations onthe Diamondback pipeline were shut down in the first quarter of 2018; however, we expect to recommission theDiamondback pipeline and resume operations by the end of 2019.The customers we serve at our Brownsville terminal facilities consist principally of wholesale and retail marketers ofrefined products and industrial and commercial end-users of refined products, waxes and industrial chemicals.We also operate and maintain the United States portion of a 174-mile bi-directional refined products pipeline ownedby a third party. This pipeline connects our Brownsville terminal complex to a pipeline in Mexico that delivers to a thirdparty terminal located in Reynosa, Mexico and terminates at the third party’s refinery, located in Cadereyta, Nuevo Leon,Mexico, a suburb of the large industrial city of Monterrey. The pipeline transports refined products and blendingcomponents. We operate and manage the 18-mile portion of the pipeline located in the United States for a fee that is based onthe average daily volume handled during the month. Additionally, we are reimbursed for non-routine maintenance expensesbased on the actual costs plus a fee based on a fixed percentage of the expense. We expect this operating agreement to expirein the second quarter of 2018, after which it is anticipated a third party will take operatorship of the pipeline.River Operations. Our River terminals are composed of 12 refined product terminals located along the Mississippiand Ohio Rivers with approximately 2.7 million barrels of aggregate active storage capacity. Our River operations alsoinclude a dock facility in Baton Rouge, Louisiana, which is the only direct waterborne connection between the Colonialpipeline and Mississippi River waterborne transportation. At our River terminals, we handle gasolines, diesel fuels, heatingoil, chemicals and fertilizers on behalf of, and provide integrated terminaling services to,8 Table of Contents customers engaged in the distribution and marketing of refined products and industrial and commercial end-users. Our Riverterminals receive products from vessels and barges on behalf of our customers and distribute products primarily to trucks andbarges.Southeast Operations. Our Southeast terminals consist of 22 refined product terminals located along the Colonialand Plantation pipelines in Alabama, Georgia, Mississippi, North Carolina, South Carolina and Virginia with an aggregateactive storage capacity of approximately 11.9 million barrels. At our Southeast terminals, we handle gasolines, diesel fuels,ethanol, biodiesel, jet fuel and heating oil on behalf of, and provide integrated terminaling services to, customers engaged inthe distribution and marketing of refined products. Our Southeast terminals primarily receive products from the Plantationand Colonial pipelines on behalf of our customers and distribute products primarily to trucks with the exception of theCollins/Purvis bulk storage terminal. The Collins terminal, currently going through expansions, is the only independentterminal capable of storing and redelivering product to, from and between the Colonial and Plantation pipelines.West Coast Operations. Our West Coast terminals consist of two refined product terminals with approximately 5.0million barrels of active storage capacity and 5.4 million barrels of aggregate storage capacity. The terminals are strategicallylocated in close proximity to three San Francisco Bay refineries and the origin of the North California products pipelinedistribution system. At our West Coast terminals, we handle crude oil, gasoline, diesel, jet fuel, gasoline blend stocks fuel oil,Avgas and ethanol on behalf of, and provide integrated terminaling services to, customers engaged in the distribution andmarketing of refined products. Our West Coast terminals primarily receive products from marine, pipeline and rail facilitieson behalf of our customers and distribute products primarily via marine, pipeline, truck and rail facilities. We acquired theWest Coast terminals in December 2017.Investment in Frontera. On April 1, 2011, we contributed approximately 1.5 million barrels of light petroleumproduct storage capacity, as well as related ancillary facilities, to the Frontera joint venture, in exchange for a cash paymentof approximately $25.6 million and a 50% ownership interest in the Frontera joint venture. PMI Trading Ltd. acquired theremaining 50% ownership interest in Frontera for a cash payment of approximately $25.6 million. We operate the Fronteraassets under an operations and reimbursement agreement between us and Frontera. Frontera has approximately 1.5 millionbarrels of aggregate active storage capacity. Our 50% ownership interest does not allow us to control Frontera, but does allowus to exercise significant influence over its operations. Accordingly, we account for our investment in Frontera under theequity method of accounting. Investment in BOSTCO. On December 20, 2012, we acquired a 42.5% Class A ownership interest in BOSTCO fromKinder Morgan Battleground Oil, LLC, a wholly owned subsidiary of Kinder Morgan. BOSTCO is a terminal facility on theHouston Ship Channel designed to handle residual fuel, feedstocks, distillates and other black oils. The initial phase ofBOSTCO involved the construction of 51 storage tanks with approximately 6.2 million barrels of storage capacity. TheBOSTCO facility began initial commercial operation in the fourth quarter of 2013. Completion of the full 6.2 million barrelsof storage capacity and related infrastructure occurred in the second quarter of 2014.In the second quarter of 2013 work began on a 900,000 barrel expansion that was placed into service at the end ofthe third quarter of 2014. The expansion included six, 150,000 barrel, ultra-low sulphur diesel tanks, additional pipeline anddeepwater vessel dock access and high-speed loading at a rate of 25,000 barrels per hour. With the addition of this expansionproject, BOSTCO has fully subscribed capacity of approximately 7.1 million barrels at an overall construction cost ofapproximately $539 million. Our total payments for the initial and the expansion projects were approximately $237 million. We have primarily funded our payments for BOSTCO by utilizing borrowings under our revolving credit facility.Our investment in BOSTCO entitles us to appoint a member to the Board of Managers of BOSTCO, to vote ourproportionate ownership share on general governance matters and to certain rights of approval over significant changes in, orexpansion of, BOSTCO’s business. Kinder Morgan is responsible for managing BOSTCO’s day-to-day operations. Our 42.5%Class A ownership interest does not allow us to control BOSTCO, but does allow us to exercise significant influence over itsoperations. Accordingly, we account for our investment in BOSTCO under the equity method of accounting.9 Table of Contents Our Services and Revenue StreamsWe derive revenue from our terminal and pipeline transportation operations by charging fees for providingintegrated terminaling, transportation and related services. The fees we charge and our other sources of revenue are composedof:·Terminaling Services Fees. We generate terminaling services fees by receiving, storing and distributingproducts for our customers. Terminaling services fees include throughput fees based on the volume of productdistributed from the facility, injection fees based on the volume of product injected with additive compoundsand storage fees based on a rate per barrel of storage capacity per month.·Pipeline Transportation Fees. We earn pipeline transportation fees at our Diamondback pipeline based on thevolume of product transported and the distance from the origin point to the delivery point. We earn pipelinetransportation fees at our Razorback pipeline based on an allocation of the aggregate fees charged under thecapacity agreement with our customer who has contracted for 100% of our Razorback system. Federal EnergyRegulatory Commission, or FERC, regulates the tariff on these pipelines.·Management Fees and Reimbursed Costs. We manage and operate certain tank capacity at our Port EvergladesSouth terminal for a major oil company and receive a reimbursement of its proportionate share of operating andmaintenance costs. We manage and operate Frontera and receive a management fee based on our costs incurred.We also currently manage and operate for an affiliate of PEMEX, Mexico’s state-owned petroleum company, abi-directional products pipeline connected to our Brownsville, Texas terminal facility and receive amanagement fee and reimbursement of costs. We expect this operating arrangement to expire in the secondquarter of 2018, after which it is anticipated that a third party will take operatorship of the pipeline. We manageand operate rail sites at certain Southeast terminals on behalf of a major oil company and receive reimbursementfor operating and maintenance costs.·Other Revenue. We provide ancillary services including heating and mixing of stored products, producttransfer, railcar handling, butane blending, wharfage and vapor recovery. Pursuant to terminaling servicesagreements with certain throughput customers, we are entitled to the volume of net product gained resultingfrom differences in the measurement of product volumes received and distributed at our terminaling facilities.Further detail regarding our financial information can be found under Item 8. “Financial Statements andSupplementary Data” of this Annual Report. Business StrategiesGenerate stable cash flows through the use of long-term contracts with our customers. We intend to continue togenerate stable and predictable cash flows by capitalizing on our high quality, well positioned and geographically diverseasset base, which is critical infrastructure for our customers. In addition, we seek to continue to enhance the stability of ourbusiness by focusing on our highly contracted assets, long-term relationships with high quality customers, fee-based cashflows and multi-year minimum revenue commitments. We generate revenue from customers who pay us fees based on thevolume of terminal capacity contracted for, volume of refined products throughput at our terminals or volume of refinedproducts transported in our pipelines.Attract additional volumes to our systems. We intend to attract new volumes of refined products, crude oil andspecialty chemicals to our systems and terminals from existing and new customers by leveraging our asset base, continuingto provide superior customer service and through aggressively marketing our services to additional customers in our areas ofoperation. We have available capacity at certain terminal locations; as a result, we can accommodate additional volumes at aminimal incremental cost.10 Table of Contents Capitalize on organic growth opportunities associated with our existing assets. We continually seek to identifyand evaluate economically attractive organic expansion and asset enhancement opportunities that leverage our existing assetfootprint and strategic relationships with our customers. We intend to focus on projects that can be completed at a relativelylow cost and that have potential for attractive returns. For example, we previously entered into long-term terminaling servicesagreements with various customers for approximately 2.0 million barrels of new tank capacity at our Collins terminal. Therevenue associated with these agreements came on-line upon completion of the construction of the new tank capacity atvarious stages beginning in the fourth quarter of 2016 through the second quarter of 2017. The aggregate cost of theapproximately 2.0 million barrels of new tank capacity was approximately $75 million, with expected annual cash returns inthe high-teens. With the completion of our Phase I expansion, our Collins/Purvis terminal complex has current active storagecapacity of approximately 5.4 million barrels.In addition to the Phase I expansion at our Collins terminal, in the second half of 2017 we obtained an air permit foran additional 5.0 million barrels of capacity for a Phase II buildout. We have started the design and construction of 870,000barrels of new storage capacity supported by the execution of a new long-term, fee-based terminaling services agreementwith a third party customer, which constitutes the beginning of a Phase II buildout. To facilitate our further expansion oftankage at Collins, we also recently entered into an agreement with Colonial Pipeline Company for significant improvementsto the Colonial Pipeline receipt and delivery manifolds and our related receipt and delivery facilities. The improvements willresult in significant increased flexibility for our Collins customers including the simultaneous receipt and delivery ofgasoline from and to Colonial’s Line 1 at full line rates including the ability to receive and deliver segregated batches atthese rates; a dedicated and segregated line for the receipt and delivery of distillates from and to Colonial’s Line 2; and adedicated and segregated line for the receipt and delivery of jet fuel from and to Colonial’s Line 2. The anticipated cost ofthe approximately 870,000 barrels of new storage capacity and our share of the improvements to the pipeline connections isapproximately $55 million, with expected annual cash returns in the low-teens. We are currently in active discussions withseveral other existing and prospective customers regarding additional future capacity at our Collins terminal.Pursue strategic and accretive acquisitions, including acquisitions from ArcLight and its affiliates in drop downtransactions. We plan to pursue accretive acquisitions of high quality, critical energy infrastructure assets, including dropdown transactions from ArcLight, which controls our general partner, and its affiliates, that are complementary to our existingasset base or that provide attractive returns in new operating regions or business lines. We will pursue acquisitions in ourareas of operation that we believe will allow us to realize operational efficiencies by capitalizing on our existinginfrastructure, personnel and customer relationships. We will also seek acquisitions in new geographic areas or new butrelated business lines to the extent that we believe we can utilize our operational expertise to enhance our business withthese acquisitions.Maintain a disciplined financial policy. We will continue to pursue a disciplined financial policy by maintaining aprudent capital structure, managing our exposure to interest rate risk and conservatively managing our cash reserves. Webelieve this conservative capital structure will allow us to consider attractive growth projects and acquisitions even inchallenging commodity price or capital market environments.Competitive StrengthsWe believe that we are well positioned to successfully execute our business strategies using the followingcompetitive strengths:Our long-term relationships with our high-quality, creditworthy customers provide us with stable cash flows. Wehave strong relationships with high-quality, creditworthy counterparties. Our highly contracted assets are generally utilizedby long tenured customers and have high contract renewal rates. Our actual revenue for a given year is higher than ourcontractual commitments because certain of our terminaling services agreements with customers do not contain minimumrevenue commitments and because our customers often use other ancillary services in addition to the services covered by theminimum revenue commitments. We believe that the fee-based nature of our business, our minimum revenue commitmentsfrom our customers, the long-term nature of our contracts with many of our customers and our lack of material direct exposureto changes in commodity prices (except for the value of refined product gains and losses arising from terminaling servicesagreements with certain customers) will provide us with stable cash flows.11 Table of Contents We have a high quality, well positioned and diversified asset base. We believe that our substantial andgeographically diverse asset base will provide us with stable cash flows. Our terminals and truck loading racks with blendingcapabilities have substantial connectivity to major liquids pipelines in the Northeast, Southeast, Gulf Coast, Midwest andWest Coast regions and provide critical services to our customers. We have high utilization of our existing storage capacity,which enables us to focus on expanding our terminal capacity and acquiring additional terminal capacity for our current andfuture customers.We have minimal direct commodity price risk. Our highly contracted terminaling and transportation asset basemitigates volatility in our cash flows by limiting our direct exposure to commodity prices. Our throughput and relatedservices fees in these businesses primarily provide us with fee-based cash flows and multi-year minimum revenuecommitments. For the year ended December 31, 2017, 74% of our revenue was generated from fee-based contracts, 7% of ourrevenue was based on product and volumes gains including butane blending fees and the remaining 19% of our revenue wasgenerated from ratable revenue sources.Our Relationship with our General Partner and its AffiliatesWe are controlled by our general partner, TransMontaigne GP, which is a wholly‑owned subsidiary of ArcLight.ArcLight is a private equity firm focused on North American and Western European energy assets. Since its establishment in2001, ArcLight has invested over $19 billion across multiple energy cycles in more than 100 investments. Headquartered inBoston, MA with an additional office in Luxembourg, the firm’s investment team brings extensive energy expertise, industryrelationships and specialized value creation capabilities to its portfolio. ArcLight controls our general partner and has aproven track record of investments across the energy industry value chain. ArcLight bases its investments on fundamentalasset values and execution of defined growth strategies with a focus on cash flow generating assets and service companieswith conservative capital structures.ArcLight acquired its 100% interest in our general partner from NGL Energy Partners LP, or NGL, on February 1,2016. That transaction did not involve any acquisition of any of the Partnership’s common units that were held by thepublic, but ArcLight separately acquired approximately 3.2 million of our common units from NGL on April 1, 2016. As aresult of these acquisitions, ArcLight’s ownership in us consists of 100% of our general partner interest and incentivedistribution rights and approximately 19.2% of our common units. 12 Table of Contents The following diagram depicts our organization and structure as of December 31, 2017: 13 Table of Contents CompetitionWe face competition from other terminals and pipelines that may be able to supply our customers with integratedterminaling and transportation services on a more competitive basis. We compete with national, regional and local terminaland transportation companies, including the major integrated oil companies, of widely varying sizes, financial resources andexperience. These competitors include BP p.l.c., Buckeye Partners, L.P., Chevron U.S.A. Inc., CITGO Petroleum Corporation,Exxon Mobil Oil Corporation, HollyFrontier Corporation and its affiliate Holly Energy Partners, L.P., Kinder Morgan, Inc., Magellan Midstream Partners, L.P., Marathon Petroleum Corporation and its affiliate MPLX LP, Motiva Enterprises LLC,Murphy Oil Corporation, NuStar Energy L.P., Phillips 66 and its affiliate Phillips 66 Partners LP, Sunoco, Inc. and its affiliateSunoco Logistics Partners L.P., and terminals in the Caribbean. In particular, our ability to compete could be harmed byfactors we cannot control, including:·price competition from terminal and transportation companies, some of which are substantially larger than weare and have greater financial resources, and control substantially greater storage capacity, than we do;·the perception that another company can provide better service; and·the availability of alternative supply points, or supply points located closer to our customers’ operations.We also compete with national, regional and local terminal and transportation companies for acquisition andexpansion opportunities. Some of these competitors are substantially larger than us and have greater financial resources andlower costs of capital than we do.Significant Customer RelationshipsWe have several significant customer relationships that made up 83% of the total revenue for the year endedDecember 31, 2017. These relationships include: NGL Energy Partners LP, Castleton Commodities International LLC,RaceTrac Petroleum Inc., Glencore Ltd., Trafigura, Magellan Pipeline Company, L.P., United States Government, ValeroMarketing and Supply Company, PMI Trading Ltd., Exxon Mobil Oil Corporation, World Fuel Services Corporation,Chevron Corporation and Andeavor.Industry OverviewRefined product terminaling and transportation companies, such as TransMontaigne Partners, receive, store, blend,treat and distribute foreign and domestic cargoes to and from oil refineries, wholesalers, retailers and ultimate end-usersaround the country. The substantial majority of the petroleum refining that occurs in the United States is concentrated in theGulf Coast region, which necessitates the transportation of this domestic product to other areas, such as the East Coast,Florida, Southeast and Midwest regions of the country. Recently, an increased amount of domestic crude oil is beingextracted throughout unconventional shale formations (i.e. Bakken, Eagle Ford, Utica, etc.). These shale formations aregenerally located in areas that are highly constrained in storage and transportation infrastructure; thereby offering theprospect of new growth and development for terminaling and transportation companies such as TransMontaigne Partners.14 Table of Contents Refining. The storage and handling services of feedstocks or crude oil used in the refining process are generallyhandled by terminaling and transportation companies such as TransMontaigne Partners. United States based refineries refinemultiple grades of feedstock or crude oil into various light refined products and heavy refined products. Light refinedproducts include gasoline and diesel fuel, as well as propane, butane, heating oils and jet fuels. Heavy refined productsinclude residual fuel oils for consumption in ships and power plants and asphalt. Refined products of specific grade andcharacteristics are substantially identical in composition from one refinery to another and are referred to as being “fungible.”The refined products are initially staged at the refinery, and then shipped out either in large “batches” via pipeline or vesselor by individual truck‑loads. The refineries owned by major oil companies then schedule for delivery some of their refinedproduct output to satisfy their own retail delivery obligations, for example, at branded gasoline stations, and sell theremainder of their refined product output to independent marketing and distribution companies or traders for resale.Transportation. Before an independent distribution and marketing company distributes refined petroleum productsinto wholesale markets, it must first schedule that product for shipment by tankers, barges, railcars or on common carrierpipelines to a liquid bulk terminal.Refined product is transported to marine terminals, such as our Gulf Coast terminals and Baton Rouge, Louisianadock facility, by vessels or barges. Because there are economies of scale in transporting products by vessel, marine terminalswith larger storage capacities for various commodities have the ability to offer their customers lower per‑barrel freight coststo a greater extent than do terminals with smaller storage capacities.Refined product reaches inland terminals, such as our Southeast and Midwest terminals, primarily by commoncarrier pipelines. Common carrier pipelines are pipelines with published tariffs that are regulated by the FERC or stateauthorities. These pipelines ship fungible refined products in multiple cycles of large batches, with each batch generallyconsisting of product owned by several different companies. As a batch of product is shipped on a pipeline, each terminaloperator along the way draws the volume of product that is scheduled for that facility as the batch passes in the pipeline.Consequently, each terminal operator must monitor the type of product in the common carrier pipeline to determine when todraw product scheduled for delivery to that terminal. In addition, both the common carrier pipeline and the terminal operatormonitor the volume of product drawn to ensure that the amount scheduled for delivery at that location is actually received.At both inland and marine terminals, the various products are stored in tanks on behalf of our customers.Delivery. Most terminals have a tanker truck loading facility commonly referred to as a “rack.” Often, commercialand industrial end‑users and independent retailers rely on independent trucking companies to pick up product at the rack andtransport it to the end‑user or retailer at its specified location. Each truck holds an aggregate of approximately 8,000 gallons(approximately 190 barrels) of various refined products in different compartments. To initiate the loading of product, thedriver uses an access control card that identifies the customer purchasing the refined product, the carrier and the driver as wellas the type or grade of refined products to be pumped into the truck. A computerized system electronically reviews thecredentials of the carrier, including insurance and certain mandated certifications, and confirms the customer is withinproduct allocation or credit limits. When all conditions are verified as being current and correct, the system authorizes thedelivery of the refined product to the truck. As refined product is being loaded into the truck, ethanol, biodiesel or additivesare injected to conform to government specifications and individual customer requirements. As part of the Renewable FuelStandard Act, ethanol and biodiesel are often blended with the refined product across the rack to create a certain “spec” ofsaleable product. Additionally, if a truck is loading gasoline for retail sale by an independent gasoline station, genericadditives will be added to the gasoline as it is loaded into the truck. If the gasoline is for delivery to a branded retail gasolinestation, the proprietary additive compound of that particular retailer will be added to the gasoline as it is loaded. The typeand amount of additive are electronically and mechanically controlled by equipment located at the truck loading rack.Generally one to two gallons of additive are injected into an 8,000 gallon truckload of gasoline.15 Table of Contents At marine terminals, the refined product stored in tanks may be delivered to tanker trucks over a rack in the samemanner as at an inland terminal or be delivered onto large ships, ocean‑going barges, or inland barges for delivery to variousdistribution points around the world. In addition, cruise ships and other vessels are fueled through a process known as“bunkering”, either at the dock, through a pipeline, or by truck or barge. Cruise ships typically purchase approximately6,000 to 8,000 barrels, the equivalent of up to 42 tanker truckloads, of bunker fuel per refueling. Bunker fuel is a mixture ofresidual fuel oil and diesel fuel. Each large vessel generally requires its own mixture of bunker fuel to match the distinctcharacteristics of that ship’s engines and turbines. Because the mixture for each ship requires precision to mix and deliver,cruise ships often prefer to obtain their fuel from experienced terminaling companies such as TransMontaigne Partners.Terminals and Pipeline Control OperationsThe pipelines we own or operate are operated via wireless, radio and frame relay communication systems from acentral control room located in Atlanta, Georgia. We also monitor activity at our terminals from this control room.The control center operates with Supervisory Control and Data Acquisition, or SCADA, systems. Our control centeris equipped with computer systems designed to continuously monitor operational data, including refined productthroughput, flow rates and pressures. In addition, the control center monitors alarms and throughput balances. The controlcenter operates remote pumps, motors and valves associated with the receipt of refined products. The computer systems aredesigned to enhance leak‑detection capabilities, sound automatic alarms if operational conditions outside of pre‑establishedparameters occur and provide for remote‑controlled shutdown of pump stations on the pipeline. Pump stations andmeter‑measurement points on the pipeline are linked by high speed communication systems for remote monitoring andcontrol. In addition, our Collins/Purvis, Mississippi bulk storage facility contains full back‑up/redundant disaster recoverysystems covering all of our SCADA systems.Safety and MaintenanceWe perform preventive and normal maintenance on the pipeline and terminal systems we operate or own and makerepairs and replacements when necessary or appropriate. We also conduct routine and required inspections of the pipelineand terminal tanks we operate or own as required by code or regulation. External coatings and impressed current cathodicprotection systems are used to protect against external corrosion. We conduct all cathodic protection work in accordancewith National Association of Corrosion Engineers standards. We continually monitor, test, and record the effectiveness ofthese corrosion‑inhibiting systems.We monitor the structural integrity of all of our Department of Transportation, or DOT, regulated pipeline systems.These pipeline systems include the 67‑mile Razorback pipeline; a 37‑mile pipeline, known as the “Pinebelt pipeline,”located in Covington County, Mississippi that transports refined petroleum liquids between our Collins and Collins/Purvisbulk storage terminal facilities; a one‑mile diesel fuel pipeline, known as the Bellemeade pipeline, owned by and operatedfor Dominion Virginia Power Corp. in Richmond, Virginia; the Diamondback pipeline; and an approximately 18‑mile,bi‑directional refined petroleum liquids pipeline in Texas, known as the “MB pipeline,” that we operate and maintain onbehalf of PMI Services North America, Inc., an affiliate of PEMEX. We expect this operating arrangement to expire in thesecond quarter of 2018, after which it is anticipated that a third party will take operatorship of the pipeline. The maintenanceof structural integrity includes a program of integrity management that conforms to Federal and State regulations and followsindustry periodic inspection and testing guidelines. Beginning in 2002, the DOT required internal inspections or otherintegrity testing of all DOT‑regulated crude oil and refined product pipelines that affect or could affect high consequenceareas, or HCA’s. We believe that the pipelines we own and manage meet or exceed all DOT inspection requirements forpipelines located in the United States.Maintenance facilities containing equipment for pipe repairs, spare parts, and trained response personnel are locatedalong all of these pipelines. Employees participate in simulated spill deployment exercises on a regular basis. They alsoparticipate in actual spill response boom deployment exercises in planned spill scenarios in accordance with Oil PollutionAct of 1990 requirements. We believe that the pipelines we own and manage have been constructed and are maintained in allmaterial respects in accordance with applicable federal, state, and local laws and the regulations and standards prescribed bythe American Petroleum Institute, the DOT, and accepted industry practice.16 Table of Contents At our terminals, tanks designed for gasoline storage are equipped with internal or external floating roofs oralternative vapor control devices designed to minimize emissions and prevent potentially flammable vapor accumulationbetween fluid levels and the roof of the tank. Our terminal facilities have all required facility response plans, spill preventionand control plans and other plans and programs to respond to emergencies.Many of our terminal loading racks are protected with fire protection systems activated by either heat sensors or anemergency switch. Several of our terminals also are protected by foam systems that are activated in case of fire.Safety RegulationWe are subject to regulation by the DOT under the Pipeline Inspection, Protection, Enforcement and Safety Act of2006, or PIPES, and comparable state statutes relating to the design, installation, testing, construction, operation,replacement and management of the pipeline facilities we operate or own. PIPES covers petroleum and petroleum productsand requires any entity that owns or operates pipeline facilities to comply with such regulations and also to permit access toand copying of records and to make certain reports and provide information as required by the Secretary of Transportation.We believe that we are in material compliance with these PIPES regulations.The DOT Office of Pipeline and Hazardous Materials Safety Administration, or PHMSA, has promulgatedregulations that require qualification of pipeline personnel. These regulations require pipeline operators to develop andmaintain a written qualification program for individuals performing covered tasks on pipeline facilities. The intent of theseregulations is to ensure a qualified work force and to reduce the probability and consequence of incidents caused by humanerror. The regulations establish qualification requirements for individuals performing covered tasks, and amends certaintraining requirements in existing regulations. We believe that we are in material compliance with these PHMSA regulations.We also are subject to PHMSA regulation for High Consequence Areas, or HCAs, for Category 2 pipeline systems(companies operating less than 500 miles of jurisdictional pipeline). This regulation specifies how to assess, evaluate, repairand validate the integrity of pipeline segments that could impact populated areas, areas unusually sensitive to environmentaldamage and commercially navigable waterways, in the event of a release. The pipelines we own or manage are subject tothese requirements. The regulation requires an integrity management program that utilizes internal pipeline inspection,pressure testing, or other equally effective means to assess the integrity of pipeline segments in HCAs. The program requiresperiodic review of pipeline segments in HCAs to ensure adequate preventative and mitigative measures exist. Through thisprogram, we evaluated a range of threats to each pipeline segment’s integrity by analyzing available information about thepipeline segment and consequences of a failure in an HCA. The regulation requires prompt action to address integrity issuesraised by the assessment and analysis. We have completed baseline assessments for all segments and believe that we are inmaterial compliance with these PHMSA regulations.Our terminals also are subject to various state regulations regarding our storage of refined product in abovegroundstorage tanks. These regulations require, among other things, registration of tanks, financial assurances and inspection andtesting, consistent with the standards established by the American Petroleum Institute. We have completed baselineassessments for all of the segments and believe that we are in material compliance with these aboveground storage tankregulations.We also are subject to the requirements of the federal Occupational Safety and Health Act, or OSHA, and comparablestate statutes that regulate the protection of the health and safety of workers. In addition, the OSHA hazard communicationstandard, the Environmental Protection Agency, or EPA, community right‑to‑know regulations under Title III of the FederalSuperfund Amendment and Reauthorization Act, and comparable state statutes require us to organize and discloseinformation about the hazardous materials used in our operations. Certain parts of this information must be reported toemployees, state and local governmental authorities and local citizens upon request. We believe that we are in materialcompliance with OSHA and state requirements, including general industry standards, record keeping requirements andmonitoring of occupational exposures.17 Table of Contents In general, we expect to increase our expenditures during the next decade to comply with higher industry andregulatory safety standards such as those described above. Although we cannot estimate the magnitude of such expendituresat this time, we do not believe that they will have a material adverse impact on our results of operations.Environmental MattersOur operations are subject to stringent and complex laws and regulations pertaining to health, safety and theenvironment. As an owner or operator of refined product terminals and pipelines, we must comply with these laws andregulations at federal, state and local levels. These laws and regulations can restrict or impact our business activities in manyways, such as:·requiring remedial action to mitigate releases of hydrocarbons, hazardous substances or wastes caused by ouroperations or attributable to former operators;·requiring capital expenditures to comply with environmental control requirements; and·enjoining the operations of facilities deemed in non‑compliance with permits issued pursuant to suchenvironmental laws and regulations.Failure to comply with these laws and regulations may trigger a variety of administrative, civil and criminalenforcement measures, including the assessment of monetary penalties, the imposition of remedial requirements, and theissuance of orders enjoining future operations. Certain environmental statutes impose strict, joint and several liability forcosts required to cleanup and restore sites where hydrocarbons, hazardous substances or wastes have been released ordisposed of. Moreover, it is not uncommon for neighboring landowners and other third parties to file claims for personalinjury and property damage allegedly caused by the release of hydrocarbons, hazardous substances or other wastes into theenvironment.The trend in environmental regulation is to place more restrictions and limitations on activities that may affect theenvironment. As a result, there can be no assurance as to the amount or timing of future expenditures that may be required forenvironmental compliance or remediation, and actual future expenditures may be different from the amounts we currentlyanticipate. We try to anticipate future regulatory requirements that may affect our operations and to plan accordingly tocomply with and minimize the costs of such requirements.We do not believe that compliance with federal, state or local environmental laws and regulations will have amaterial adverse effect on our business, financial position or results of operations. In addition, we believe that the variousenvironmental activities in which we are presently engaged are not expected to materially interrupt or diminish ouroperational ability. We cannot assure you, however, that future events, such as changes in existing laws, the promulgation ofnew laws, or the development or discovery of new facts or conditions will not cause us to incur significant costs. Thefollowing is a discussion of certain potential material environmental concerns that relate to our business.Water. The Federal Water Pollution Control Act of 1972, renamed and amended as the Clean Water Act or CWA,imposes strict controls against the discharge of pollutants, including oil and its derivatives into navigable waters. Thedischarge of pollutants into regulated waters is prohibited except in accordance with the regulations issued by the EPA or thestate. We are subject to various types of storm water discharge requirements at our terminals. The EPA and a number of stateshave adopted regulations that require us to obtain permits to discharge storm water run‑off from our facilities. Such permitsmay require us to monitor and sample the effluent from our operations. The cost involved in obtaining and renewing thesestorm water permits is not material. We believe that we are in material compliance with effluent limitations at our facilitiesand with the CWA generally.The CWA provides penalties for any discharges of petroleum products in reportable quantities and imposessubstantial potential liability for the costs of removing an oil or hazardous substance spill. State laws for the control of waterpollution also provide for various civil and criminal penalties and liabilities in the event of a release of petroleum or itsderivatives in surface waters or into the groundwater. Spill prevention control and countermeasure requirements of federallaws require, among other things, appropriate containment be constructed around product storage tanks to help prevent thecontamination of navigable waters in the event of a product tank spill, rupture or leak.18 Table of Contents The primary federal law for oil spill liability is the Oil Pollution Act of 1990, as amended, or OPA, which addressesthree principal areas of oil pollution—prevention, containment and cleanup. It applies to vessels, offshore platforms, andonshore facilities, including terminals, pipelines and transfer facilities. In order to handle, store or transport oil, shorefacilities are required to file oil spill response plans with the United States Coast Guard, the Office of Pipeline Safety or theEPA. Numerous states have enacted laws similar to OPA. Under OPA and similar state laws, responsible parties for a regulatedfacility from which oil is discharged may be liable for removal costs and natural resources damages. We believe that we are inmaterial compliance with regulations pursuant to OPA and similar state laws.Contamination resulting from spills or releases of refined products is an inherent risk in the petroleum terminal andpipeline industry. To the extent that groundwater contamination requiring remediation exists around the facilities we own asa result of past operations, we believe any such contamination is being controlled or remedied without having a materialadverse effect on our financial condition. However, such costs can be unpredictable and are site specific and, therefore, theeffect may be material in the aggregate.Air Emissions. Our operations are subject to the federal Clean Air Act, or CAA, and comparable state and localstatutes. The CAA requires most industrial operations in the United States to incur expenditures to meet the air emissioncontrol standards that are developed and implemented by the EPA and state environmental agencies. These laws andregulations regulate emissions of air pollutants from various industrial sources, including our operations, and also imposevarious monitoring and reporting requirements. Such laws and regulations may require a facility to obtain pre‑approval forthe construction or modification of certain projects or facilities expected to produce air emissions or result in the increase ofexisting air emissions and obtain and strictly comply with air permits containing requirements.Most of our terminaling operations require air permits. These operations generally include volatile organiccompound emissions (primarily hydrocarbons) associated with truck loading activities and tank working and breathinglosses. The sources of these emissions are strictly regulated through the permitting process. Such regulation includesstringent control technology and extensive permit review and periodic renewal. The cost involved in obtaining and renewingthese permits is not material.Moreover, any of our facilities that emit volatile organic compounds or nitrogen oxides and are located in ozonenon‑attainment areas face increasingly stringent regulations, including requirements to install various levels of controltechnology on sources of pollutants. We believe that we are in material compliance with existing standards and regulationspursuant to the CAA and similar state and local laws, and we do not anticipate that implementation of additional regulationswill have a material adverse effect on us.Congress and numerous states are currently considering proposed legislation directed at reducing “greenhouse gasemissions.” It is not possible at this time to predict how future legislation that may be enacted to address greenhouse gasemissions would impact our operations. We believe we are in compliance with existing federal and state greenhouse gasreporting regulations. Although future laws and regulations could result in increased compliance costs or additionaloperating restrictions, they are not expected to have a material adverse effect on our business, financial position, results ofoperations and cash flows.Hazardous and Solid Waste. Our operations are subject to the Federal Resource Conservation and Recovery Act, asamended, or RCRA, and comparable state laws, which impose detailed requirements for the handling, storage, treatment, anddisposal of hazardous and solid waste. All of our terminal facilities are classified by the EPA as Conditionally Exempt SmallQuantity Generators. Our terminals do not generate hazardous waste except in isolated and infrequent cases. At such times,only third party disposal sites which have been audited and approved by us are used. Our operations also generate solidwastes that are regulated under state law or the less stringent solid waste requirements of RCRA. We believe that we are insubstantial compliance with the existing requirements of RCRA and similar state and local laws, and the cost involved incomplying with these requirements is not material.19 Table of Contents Site Remediation. The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, asamended, or CERCLA, also known as the “Superfund” law, and comparable state laws impose liability without regard to faultor the legality of the original conduct, on certain classes of persons responsible for the release of hazardous substances intothe environment. Such classes of persons include the current and past owners or operators of sites where a hazardoussubstance was released, and companies that disposed or arranged for disposal of hazardous substances at offsite locationssuch as landfills. In the course of our operations we will generate wastes or handle substances that may fall within thedefinition of a “hazardous substance.” CERCLA authorizes the EPA and, in some cases, third parties to take actions inresponse to threats to the public health or the environment and to seek to recover from the responsible classes of persons thecosts they incur. Under CERCLA, we could be subject to joint and several liability for the costs of cleaning up and restoringsites where hazardous substances have been released, for damages to natural resources and for the costs of certain healthstudies. We believe that we are in material compliance with the existing requirements of CERCLA.We currently own, lease, or operate numerous properties and facilities that for many years have been used forindustrial activities, including refined product terminaling operations. Hazardous substances, wastes, or hydrocarbons mayhave been released on or under the properties owned or leased by us, or on or under other locations where such substanceshave been taken for disposal. In addition, some of these properties have been operated by third parties or by previous ownerswhose treatment and disposal or release of hazardous substances, wastes, or hydrocarbons, was not under our control. Theseproperties and the substances disposed or released on them may be subject to CERCLA, RCRA and analogous state laws.Under such laws, we could be required to remove previously disposed substances and wastes (including substances disposedof or released by prior owners or operators) or remediate contaminated property (including groundwater contamination,whether from prior owners or operators or other historic activities or spills).In connection with our acquisition of the Florida and Midwest terminals on May 27, 2005, TransMontaigne LLCagreed to indemnify us against potential environmental claims, losses and expenses that were identified on or before May 27,2010 and that were associated with the ownership or operation of the Florida and Midwest terminals prior to May 27, 2005.TransMontaigne LLC’s maximum liability for this indemnification obligation is $15.0 million and it has no obligation toindemnify us for aggregate losses until such losses exceed $250,000 in the aggregate. TransMontaigne LLC has noindemnification obligations with respect to environmental claims made as a result of additions to or modifications ofenvironmental laws promulgated after May 27, 2005.In connection with our acquisition of the Brownsville, Texas and River facilities, TransMontaigne LLC agreed toindemnify us against potential environmental claims, losses and expenses that were identified on or before December 31,2011 and that were associated with the ownership or operation of the Brownsville and River facilities prior to December 31,2006. Our environmental losses must first exceed $250,000 and TransMontaigne LLC’s indemnification obligations arecapped at $15.0 million. The deductible amount, cap amount and time limitation for indemnification do not apply to anyenvironmental liabilities known to exist as of December 31, 2006.In connection with our acquisition of the Southeast facilities, TransMontaigne LLC has agreed to indemnify usagainst potential environmental claims, losses and expenses that were identified on or before December 31, 2012 and thatwere associated with the ownership or operation of the Southeast terminals prior to December 31, 2007. Our environmentallosses must first exceed $250,000 and TransMontaigne LLC’s indemnification obligations are capped at $15.0 million. Thedeductible amount, cap amount and time limitation for indemnification do not apply to any environmental liabilities knownto exist as of December 31, 2007.In connection with our acquisition of the Pensacola, Florida terminal, TransMontaigne LLC agreed to indemnify usagainst potential environmental claims, losses and expenses that are identified on or before March 1, 2016, and that wereassociated with the ownership or operation of the Pensacola terminal prior to March 1, 2011. Our environmental losses mustfirst exceed $200,000 and TransMontaigne LLC’s indemnification obligations are capped at $2.5 million. The deductibleamount, cap amount and limitation of time for indemnification do not apply to any environmental liabilities known to existas of March 1, 2011.The forgoing environmental indemnification obligations of TransMontaigne LLC to us remain in place and werenot affected by the ArcLight acquisition. Endangered Species Act. The Endangered Species Act restricts activities that may affect endangered or threatenedspecies or their habitats. While some of our facilities are in areas that may be designated as habitat for endangered orthreatened species, we believe that we are in substantial compliance with the Endangered Species Act.20 Table of Contents However, the discovery of previously unidentified endangered or threatened species could cause us to incur additional costsor become subject to operating restrictions or bans in the affected area.Operational Hazards and InsuranceOur terminal and pipeline facilities may experience damage as a result of an accident or natural disaster. Thesehazards can cause personal injury and loss of life, severe damage to and destruction of property and equipment, pollution orenvironmental damage and suspension of operations. We maintain insurance of various types that we consider adequate tocover our operations, properties and loss of income at specified locations. Coverage for domestic acts of terrorism as definedin Terrorism Risk Insurance Program Reauthorization Act 2007 are covered under certain of our casualty insurance policies.The insurance covers all of our facilities in amounts that we consider to be reasonable. The insurance policies aresubject to deductibles that we consider reasonable and not excessive. Our insurance does not cover every potential riskassociated with operating terminals, pipelines and other facilities. Consistent with insurance coverage generally available tothe industry, our insurance policies provide limited coverage for losses or liabilities relating to pollution, with broadercoverage for sudden and accidental occurrences.Tariff RegulationThe Razorback pipeline, which runs between Mount Vernon, Missouri and Rogers, Arkansas and the Diamondbackpipeline, which runs between Brownsville, Texas and the United States‑Mexico border, transport petroleum products subjectto regulation by the FERC under the Interstate Commerce Act and the Energy Policy Act of 1992 and rules and orderspromulgated under those statutes. FERC regulation requires that the rates of pipelines providing interstate service, such asthe Razorback and Diamondback pipelines, be filed at FERC and posted publicly, and that these rates be “just andreasonable” and nondiscriminatory. Such rates are currently regulated by the FERC primarily through an indexmethodology, whereby a pipeline is allowed to change its rates based on the change from year to year in the Producer PriceIndex for Finished Goods (PPI‑FG), plus a 1.23 percent adjustment for the five‑year period beginning July 1, 2016. In thealternative, interstate pipeline companies may elect to support rate filings by using a cost‑of‑service methodology,competitive market showings, or actual agreements between shippers and the oil pipeline company. On October 20, 2016,the FERC issued an Advanced Notice of Proposed Rulemaking (ANOPR) to consider modifications to its current policies forevaluating oil pipeline index rate changes for the purpose of ensuring that index rate increases do not cause pipelinerevenues to substantially deviate from costs. Specifically, FERC is considering the following changes to their currentindexing methodologies for oil pipelines: (A) deny index increases to rates for any pipeline whose FERC Form No. 6, Page700 revenues exceed costs by fifteen percent for both of the prior two years; (B) deny index increases to rates that exceed byfive percent the cost changes reported on Page 700; and (C) apply these reforms to costs more closely associated with theproposed indexed rate rather than total company-wide cost and revenue data currently reported on Page 700. Initialcomments were filed on January 19, 2017, and reply comments were due on March 6, 2017. It is premature to know what, ifany, impact these proposed regulatory changes may have, or whether the proposal will be modified or even adopted all. The FERC generally has not investigated interstate oil pipeline rates on its own initiative when those rates have notbeen the subject of a protest or a complaint by a shipper. A shipper or other party having a substantial economic interest inour rates could, however, challenge our rates. In response to such challenges, the FERC could investigate our rates. If ourrates were successfully challenged, the amount of cash available for distribution to unitholders could be reduced. In theabsence of a challenge to our rates, given our ability to utilize either filed rates as annually indexed or to utilize rates tied tocost of service methodology, competitive market showing, or actual agreements between shippers and us, we do not believethat FERC’s regulations governing oil pipeline ratemaking would have any negative material monetary impact on us unlessthe regulations were substantially modified in such a manner so as to effectively prevent a pipeline company’s ability to earna fair return for the shipment of petroleum products utilizing its transportation system, which we believe to be an unlikelyscenario. Under current FERC policy, interstate oil and gas pipelines, including those owned by master limited partnerships,may include an income tax allowance in their cost of service used to calculate cost-based transportation rates to reflect theactual or potential income tax liability attributable to their public utility income, regardless of the form21 Table of Contents of ownership. FERC is currently reviewing and may modify its tax allowance policy used in formulating rates charged bypipelines owned by partnerships. On July 1, 2016, in United Airlines, Inc. v FERC, the United States Court of Appeals for theDistrict of Columbia Circuit (D.C. Circuit) vacated a pair of FERC orders to the extent they permitted an interstate refinedpetroleum products pipeline owned by a master limited partnership to include an income tax allowance in its cost-of-service-based rates. In that case, interstate shippers argued that FERC’s discounted cash flow methodology provides for a sufficientafter-tax return on equity (ROE) to attract investment in partnerships not taxed at the partnership level. The shippers claimedthat the combination of the ROE allowed by FERC, based in part on the equity returns of entities taxed as corporations, andFERC’s tax allowance policy resulted in “double recovery” of taxes by the partners in the partnership in that case. The D.C.Circuit agreed, finding that FERC failed to provide sufficient evidence that granting the tax allowance to the pipelinepartnership would not result in double recovery. The D.C. Circuit remanded the case to FERC, ordering FERC todemonstrate that the allowance does not permit double recovery, remove any instances of duplicative recovery or develop anew methodology for ratemaking that does not result in double recovery. On December 15, 2016, FERC issued a Notice ofInquiry seeking advice from energy industry participants on how to address the potential for over-recovery of income taxcosts from Master Limited Partnerships under FERC’s current ratemaking policy. Initial comments were due March 8, 2017,and reply comments were due April 7, 2017. The outcome of this proceeding could affect FERC’s income tax allowancepolicy for cost-based rates charged by regulated pipelines going forward. The current tariff rates for each of the Razorbackand Diamondback pipelines were established via agreement with non-affiliated shippers. If the FERC were to substantiallyreduce or eliminate the right of a master limited partnership to include in its cost‑of‑service rate an income tax allowance, itmay affect the Razorback, and Diamondback pipelines’ ability in the future to justify, on a cost-of-service basis, their tariffrates if challenged in a protest or complaint. In addition to being regulated by the FERC, we are required to maintain a Presidential Permit from the United StatesDepartment of State to operate and maintain the Diamondback pipeline, because the pipeline transports petroleum productsacross the international boundary line between the United States and Mexico. The Department of State’s regulations do notaffect our rates but do require the agency’s approval for the international crossing. We do not believe that these regulationswould have any negative material monetary impact on us unless the regulations were substantially modified, which webelieve to be an unlikely scenario. Title to PropertiesThe Razorback and Diamondback pipelines are generally constructed on easements and rights-of-way granted bythe apparent record owners of the property and in some instances these grants are revocable at the election of the grantor.Several rights‑of‑way for the Razorback pipeline and other real property assets are shared with other pipelines and otherassets owned by third parties. In many instances, lands over which rights‑of‑way have been obtained are subject to prior liensthat have not been subordinated to the right‑of‑way grants. We have obtained permits from public authorities to cross over orunder, or to lay facilities in or along, watercourses, county roads, municipal streets, and state highways and, in someinstances, these permits are revocable at the election of the grantor. We have also obtained permits from railroad companiesto cross over or under lands or rights‑of‑way, many of which are also revocable at the grantor’s election. In some cases,property for pipeline purposes was purchased in fee.Some of the leases, easements, rights‑of‑way, permits, licenses and franchise ordinances transferred to us will requirethe consent of the grantor to transfer these rights, which in some instances is a governmental entity. Our general partner hasobtained or is in the process of obtaining sufficient third‑party consents, permits, and authorizations for the transfer of thefacilities necessary for us to operate our business in all material respects as described in this Annual Report. With respect toany consents, permits, or authorizations that have not been obtained, our general partner believes that these consents,permits, or authorizations will be obtained, or that the failure to obtain these consents, permits, or authorizations would nothave a material adverse effect on the operation of our business.Our general partner believes that we have satisfactory title to all of our assets. Although title to these properties issubject to encumbrances in some cases, such as customary interests generally retained in connection with acquisition of realproperty, liens that can be imposed in some jurisdictions for government‑initiated action to cleanup environmentalcontamination, liens for current taxes and other burdens, and easements, restrictions and other encumbrances to which theunderlying properties were subject at the time of our acquisition, our general partner believes22 Table of Contents that none of these burdens should materially detract from the value of these properties or from our interest in these propertiesor should materially interfere with their use in the operation of our business.EmployeesWe do not have any direct officers or employees. Pursuant to our omnibus agreement with ArcLight, all of theofficers of our general partner and employees who provide services to the Partnership are employed by TLP ManagementServices, a wholly owned subsidiary of ArcLight. TLP Management Services provides payroll and maintains all employeebenefits programs on behalf of our general partner and the Partnership.As of March 9, 2018, approximately 504 employees of TLP Management Services provided services directly to us.As of March 15, 2018, none of TLP Management Services employees who provide services directly to us were covered by acollective bargaining agreement. ITEM 1A. RISK FACTORSOur business, operations and financial condition are subject to various risks. You should carefully consider thefollowing risk factors together with all of the other information set forth in this Annual Report, including the mattersaddressed under “Cautionary Statement Regarding Forward-Looking Statements,” in connection with any investment inour securities. Limited partner interests are inherently different from the capital stock of a corporation, although many ofthe business risks to which we are subject are similar to those that would be faced by a corporation engaged in a similarbusiness. If any of the following risks actually occurs, our business, financial condition, results of operations or cash flowscould be materially adversely affected. In that case, we might not be able to continue to make distributions on our commonunits at current levels, or at all. As a result of any of these risks occurring, the market value of our common units coulddecline, and investors could lose all or a part of their investment.Risks Inherent in Our BusinessWe may not have sufficient cash from operations to enable us to maintain or grow the distribution to ourunitholders following establishment of cash reserves and payment of fees and expenses, including payments to our generalpartner.The amount of cash we can distribute on our common units principally depends upon the amount of cash wegenerate from our operations, which will fluctuate from quarter to quarter based on, among other things:·the level of consumption of products in the markets in which we operate;·the prices we obtain for our services;·the level of our operating costs and expenses, including payments to our general partner; and·prevailing economic conditions.Additionally, the actual amount of cash we have available for distribution to our unitholders depends on otherfactors such as:·the level of capital expenditures we make;·the restrictions contained in our debt instruments and our debt service requirements;·fluctuations in our working capital needs;·the cost of acquisitions, if any;·the fees and expenses of our general partner and its affiliates that we are required to reimburse; and23 Table of Contents ·the amount, if any, of reserves, including reserves for future capital expenditures and other matters, establishedby our general partner in its discretion.The amount of cash we have available for distribution to our unitholders depends primarily on our cash flow,including cash flow from operations and working capital borrowings, and not solely on earnings, which will be affected bynon‑cash items. As a result, we may make cash distributions to our unitholders during periods when we incur net losses andmay not make cash distributions to our unitholders during periods when we generate net earnings. We may not be able toobtain debt or equity financing on terms that are favorable to us, if at all, and we may be required to fund our working capitalrequirements principally with cash generated by our operations and borrowings under our revolving credit facility. As aresult, we may not be able to maintain or grow our quarterly distribution to our unitholders.We depend upon a relatively small number of customers for a substantial majority of our revenue. A substantialreduction of revenue from one or more of these customers would have a material adverse effect on our financial conditionand results of operations.We expect to derive a substantial majority of our revenue from a small number of significant customers for theforeseeable future. For example, in 2017 NGL accounted for approximately 26% of our annual revenue. Events thatadversely affect the business operations of any one or more of our significant customers may adversely affect our financialcondition or results of operations. Therefore, we are indirectly subject to the business risks of our significant customers, manyof which are similar to the business risks we face. For example, a material decline in refined petroleum product suppliesavailable to our customers, or a significant decrease in our customers’ ability to negotiate marketing contracts on favorableterms, could result in a material decline in the use of our tank capacity or throughput of product at our terminal facilities,which would likely cause our revenue and results of operations to decline. In addition, if any of our significant customerswere unable to meet their contractual commitments to us for any reason, then our revenue and cash flow would decline.We are exposed to the credit risks of our significant customers which could affect our creditworthiness. Anymaterial nonpayment or nonperformance by such customers could also adversely affect our financial condition and resultsof operations.We have various credit terms with virtually all of our customers, and our customers have varying degrees ofcreditworthiness. Although we evaluate the creditworthiness of each of our customers, we may not always be able to fullyanticipate or detect deterioration in their creditworthiness and overall financial condition, which could expose us to risks ofloss resulting from nonpayment or nonperformance by our significant customers. Some of our significant customers may behighly leveraged and subject to their own operating and regulatory risks. Any material nonpayment or nonperformance byour significant customers could require us to pursue substitute customers for our affected assets or provide alternativeservices. There can be no assurance that any such efforts would be successful or would provide similar revenue. These eventscould adversely affect our financial condition and results of operations.Our continued expansion programs may require access to additional capital. Tightened capital markets or moreexpensive capital could impair our ability to maintain or grow our operations, or to fund distributions to our unitholders.Our primary liquidity needs are to fund our approved capital projects and future expansion. Our revolving creditfacility provides for a maximum borrowing line of credit equal to $850 million. At December 31, 2017, our outstandingborrowings were $593.2 million. At December 31, 2017, the capital expenditures to complete the approved additionalinvestments and expansion capital projects are estimated to be approximately $70 million. We expect to fund our futureinvestments and expansion capital expenditures with additional borrowings under our revolving credit facility. If we cannotobtain adequate financing to complete the approved investments and capital projects while maintaining our currentoperations, we may not be able to continue to operate our business as it is currently conducted, or we may be unable tomaintain or grow the quarterly distribution to our unitholders.Moreover, our long term business strategies include acquiring additional energy‑related terminaling andtransportation facilities and further expansion of our existing terminal capacity. We will need to raise additional funds togrow our business and implement these strategies. We anticipate that such additional funds would be raised through equityor debt financings. Any equity or debt financing, if available at all, may not be on terms that are favorable to us.24 Table of Contents Limitations on our access to capital, including on our ability to issue additional debt and equity, could result from events orcauses beyond our control, and could include, among other factors, significant increases in interest rates, increases in the riskpremium required by investors, generally or for investments in energy‑related companies or master limited partnerships,decreases in the availability of credit or the tightening of terms required by lenders. An inability to access the capital marketsmay result in a substantial increase in our leverage and have a detrimental impact on our creditworthiness. If we cannotobtain adequate financing, we may not be able to fully implement our business strategies, and our business, results ofoperations and financial condition would be adversely affected.Our debt levels may limit our flexibility in obtaining additional financing and in pursuing other businessopportunities.As of December 31, 2017, we had total long-term debt of $593.2 million and we had an unused borrowing baseavailability of $256.8 million under our revolving credit facility. Our level of debt could have important consequences to us.For example our level of debt could:·impair our ability to obtain additional financing, if necessary, for distributions to unitholders, working capital,capital expenditures, acquisitions or other purposes;·require us to dedicate a substantial portion of our cash flow to make principal and interest payments on ourdebt, reducing the funds that would otherwise be available for operations and future business opportunities;·make us more vulnerable to competitive pressures, changes in interest rates or a downturn in our business or theeconomy generally;·impair our ability to make quarterly distributions to our unitholders; or·limit our flexibility in responding to changing business and economic conditions.If our operating results are not sufficient to service our current or future indebtedness, we will be forced to takeactions such as reducing distributions, reducing or delaying our business activities, acquisitions, investments or capitalexpenditures, selling assets, restructuring or refinancing our debt or seeking additional equity capital. We may not be able toaffect any of these actions on satisfactory terms, or at all.Restrictive covenants in our revolving credit facility, the indenture governing our senior notes and future debtinstruments may limit our ability to respond to changes in market conditions or pursue business opportunities.Our revolving credit facility and the indenture governing our senior notes contain, and the terms of any futureindebtedness may contain, restrictive covenants that limit our ability to, among other things:·incur or guarantee additional debt;·redeem or repurchase units or make distributions under certain circumstances;·make certain investments and acquisitions;·incur certain liens or permit them to exist;·enter into certain types of transactions with affiliates;·merge or consolidate with another company; and·transfer, sell or otherwise dispose of assets.25 Table of Contents Our revolving credit facility also contains covenants requiring us to maintain certain financial ratios and tests. Ourability to meet those financial ratios and tests can be affected by events beyond our control, and there is no assurance thatthat we will meet any such ratios and tests.The provisions of our revolving credit facility may affect our ability to obtain future financing and pursue attractivebusiness opportunities and our flexibility in planning for, and reacting to, changes in business conditions. In addition, afailure to comply with the provisions of our revolving credit facility could result in a default or an event of default that couldenable our lenders to declare the outstanding principal of that debt, together with accrued and unpaid interest, to beimmediately due and payable. If the payment of our debt is accelerated, our assets may be insufficient to repay such debt infull, and our unitholders could experience a partial or total loss of their investment. Please read “Item 7. Management’sDiscussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”We may incur substantial additional indebtedness, which could further exacerbate the risks that we may face.Subject to the restrictions in the instruments governing our outstanding indebtedness (including our revolvingcredit facility and senior notes), we may incur substantial additional indebtedness (including secured indebtedness) in thefuture. Although the instruments governing our outstanding indebtedness do contain restrictions on the incurrence ofadditional indebtedness, these restrictions will be subject to waiver and a number of significant qualifications andexceptions, and indebtedness incurred in compliance with these restrictions could be substantial. As of December 31, 2017,we had additional borrowing capacity of $256.8 million under our revolving credit facility, all of which would be secured ifborrowed.Any increase in our level of indebtedness will have several important effects on our future operations, including,without limitation:·we will have additional cash requirements in order to support the payment of interest on our outstandingindebtedness;·increases in our outstanding indebtedness and leverage will increase our vulnerability to adverse changes ingeneral economic and industry conditions, as well as to competitive pressure; and·depending on the levels of our outstanding indebtedness, our ability to obtain additional financing for workingcapital, capital expenditures and general partnership purposes may be limited.The obligations of our customers under their terminaling services agreements may be reduced or suspended insome circumstances, which would adversely affect our financial condition and results of operations.Our agreements with our customers provide that, if any of a number of events occur, which we refer to as events offorce majeure, and the event renders performance impossible with respect to a facility, usually for a specified minimumperiod of days, our customer’s obligations would be temporarily suspended with respect to that facility. Force majeure eventsinclude, but are not limited to, wars, acts of enemies, embargoes, import or export restrictions, strikes, lockouts, acts of nature,including fires, storms, floods, hurricanes, explosions and mechanical or physical failures of our equipment or facilities orthose of third parties. In the event of a force majeure, a significant customer’s minimum revenue commitment may be reducedor the contract may be subject to termination. As a result, our revenue and results of operations could be materially adverselyaffected.A material portion of our operations are conducted through joint ventures, over which we do not maintain fullcontrol and which have unique risks.A material portion of our operations are conducted through joint ventures. We are entitled to appoint a member tothe BOSTCO board of managers and maintain certain rights of approval over significant changes to, or expansion of,BOSTCO’s business, however Kinder Morgan serves as the operator of BOSTCO and is responsible for its day-to-day26 Table of Contents operations. Although we serve as the operator of Frontera, there are restrictions and limitations on our authority to takecertain material actions absent the consent of our joint venture partner. With respect to our existing joint ventures, we shareownership with partners that may not always share our goals and objectives. Differences in views among the partners mayresult in delayed decisions or failures to agree on major matters, such as large expenditures or contractual commitments, theconstruction of assets or borrowing money, among others. Delay or failure to agree may prevent action with respect to suchmatters, even though such action may not serve our best interest or that of the joint venture. Accordingly, delayed decisionsand disagreements could adversely affect the business and operations of the joint ventures and, in turn, our business andoperations. From time to time, our joint ventures may be involved in disputes or legal proceedings which may negativelyaffect our investments. Accordingly, any such occurrences could adversely affect our financial condition, operating resultsand cash flows. Competition from other terminals and pipelines that are able to supply our customers with storage capacity at alower price could adversely affect our financial condition and results of operations.We face competition from other terminals and pipelines that may be able to supply our customers with integratedterminaling services on a more competitive basis. We compete with national, regional and local terminal and pipelinecompanies, including the major integrated oil companies, of widely varying sizes, financial resources and experience. Ourability to compete could be harmed by factors we cannot control, including:·price competition from terminal and transportation companies, some of which are substantially larger than usand have greater financial resources and control substantially greater product storage capacity, than we do;·the perception that another company may provide better service; and·the availability of alternative supply points or supply points located closer to our customers’ operations.In addition, our general partner’s affiliates, including ArcLight, may engage in competition with us. If we are unableto compete with services offered by our competitors, including ArcLight and its affiliates, it could have a materialadverse effect on our financial condition, results of operations and cash flows.Many of our terminal facilities are connected to, and rely on, pipelines owned and operated by third parties for thereceipt and distribution of refined petroleum products, and such pipeline operators may compete with us, make changes totheir transportation service offerings or their pipeline tariffs, or suffer outages or reduced product transportation, which ineach case would adversely affect our financial condition and results of operations. Our Southeast facilities include 22 refined product terminals located along the Plantation and Colonial pipelinesystems and primarily receive products from Plantation and Colonial on behalf of our customers. In addition, theCollins/Purvis bulk storage terminal receives from, delivers to, and transfers refined petroleum products between the Colonialand Plantation pipeline systems. In these instances, we depend on our terminals’ connections to such petroleum pipelinesowned and operated by third parties to supply our terminal facilities. Our ability to compete in a particular terminal marketcould be harmed by factors we cannot control, including changes in pipeline service offerings at one or more of our terminalsor changes in pipeline tariffs that make alternative third party terminal locations or different transportation options moreattractive to our current or prospective customers. The FERC regulates the rates the pipeline operators can charge, and the terms and conditions they can offer, forinterstate transportation service on refined products pipelines that connect to our terminals. Generally, petroleum productspipelines may change their rates within prescribed levels, which could lead our current or prospective customers to seekalternative delivery methods or destinations. Moreover, we cannot control or predict the amount of refined petroleumproducts that our customers are able to transport on the third party pipelines connecting into our terminals. The level ofthroughput on these pipelines can be impacted by a number of factors, including the quality or quantity of refined productproduced, pipeline outages or interruptions due to weather-related or other natural causes, competitive forces, testing, linerepair, damage, reduced operating pressures or other causes any of which could27 Table of Contents negatively impact our customers’ shipments to our terminals. As a result, our revenue and results of operations could bematerially adversely affected.If we are unable to make acquisitions on economically acceptable terms, the future growth of our business will belimited, and the acquisitions we do make may reduce, rather than increase, our cash available for distribution on a per unitbasis.Our ability to grow has been dependent principally on our ability to make acquisitions that are attractive becausethey are expected to result in an increase in our quarterly distributions to unitholders. Our ability to acquire facilities will bebased, in part, on divestitures of product terminal and transportation facilities by large industry participants. A materialdecrease in such divestitures could therefore limit our opportunities for future acquisitions. Furthermore, even if we do makeacquisitions that we believe will be accretive, these acquisitions may nevertheless result in a decrease in the cash availablefor distribution on a per unit basis.In addition, we may be unable to make attractive acquisitions for a number of reasons, including:·we may be outbid by competitors, some of which are substantially larger than us and have greater financialresources and lower costs of capital than we do;·we may be unable to identify attractive acquisition candidates;·we may be unable to negotiate acceptable purchase contracts with the seller;·we may be unable to obtain financing for such acquisitions on economically acceptable terms; or·we may be unable to obtain necessary governmental or third-party consents.If we consummate future acquisitions, our capitalization and results of operations may change significantly, andunitholders will not have the opportunity to evaluate the economic, financial and other relevant information that we willconsider in determining the application of our capital resources.Any acquisitions we make are subject to substantial risks, which could adversely affect our financial conditionand results of operations.Any acquisition involves potential risks, including risks that we may:·fail to realize anticipated benefits, such as cost‑savings or cash flow enhancements;·decrease our liquidity by using a significant portion of our available cash or borrowing capacity to financeacquisitions;·significantly increase our interest expense or financial leverage if we incur additional debt to financeacquisitions;·encounter difficulties operating in new geographic areas or new lines of business;·be unable to secure adequate customer commitments to use the acquired systems or facilities;·incur or assume unanticipated liabilities, losses or costs associated with the business or assets acquired forwhich we are not indemnified or for which the indemnity is inadequate;·be unable to hire, train or retain qualified personnel to manage and operate our growing business and assets;28 Table of Contents ·be unable to successfully integrate the assets or businesses we acquire;·less effectively manage our historical assets because of the diversion of management’s attention; or·incur other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation orrestructuring charges.If any acquisitions we ultimately consummate result in one or more of these outcomes, our financial condition andresults of operations may be adversely affected.Expanding our business by constructing new facilities subjects us to risks that the project may not be completed onschedule and that the costs associated with the project may exceed our estimates or budgeted costs, which could adverselyaffect our financial condition and results of operations.The construction of additions or modifications to our existing terminal and transportation facilities, and theconstruction of new terminals and pipelines, involves numerous regulatory, environmental, political, legal and operationaluncertainties beyond our control and requires the expenditure of significant amounts of capital. If we undertake theseprojects, they may not be completed on schedule or at all and may exceed the budgeted cost. If we experience material costoverruns, we would have to finance these overruns using cash from operations, delaying other planned projects, incurringadditional indebtedness or issuing additional equity. Any or all of these methods may not be available when needed or mayadversely affect our future results of operations and cash flows. Moreover, our revenue may not increase immediately uponthe expenditure of funds on a particular project. For instance, if we construct additional storage capacity, the constructionmay occur over an extended period of time, and we will not receive any material increases in revenue until the project iscompleted. Moreover, we may construct additional storage capacity to capture anticipated future growth in consumption ofproducts in a market in which such growth does not materialize.Adverse economic conditions periodically result in weakness and volatility in the capital markets, that may limit,temporarily or for extended periods, the ability of one or more of our significant customers to secure financingarrangements adequate to purchase their desired volume of product, which could reduce use of our tank capacity andthroughput volumes at our terminal facilities and adversely affect our financial condition and results of operations.Domestic and international economic conditions affect the functioning of capital markets and the availability ofcredit. Adverse economic conditions, such as those prevalent during the recent recessionary period, periodically result inweakness and volatility in the capital markets, which in turn can limit, temporarily or for extended periods, the creditavailable to various enterprises, including those involved in the supply and marketing of refined products. As a result ofthese conditions, some of our customers may suffer short or long‑term reductions in their ability to finance their supply andmarketing activities, or may voluntarily elect to reduce their supply and marketing activities in order to preserve workingcapital. A significant decrease in our customers’ ability to secure financing arrangements adequate to support their historicrefined product throughput volumes could result in a material decline in the use of our tank capacity or the throughput ofrefined product at our terminal facilities. We may not be able to generate sufficient additional revenue from third parties toreplace any shortfall in revenue from our current customers, which would likely cause our revenue and results of operationsto decline and may impair our ability to make quarterly distributions to our unitholders.Our business involves many hazards and operational risks, including adverse weather conditions, which couldcause us to incur substantial liabilities and increased operating costs.Our operations are subject to the many hazards inherent in the terminaling and transportation of products,including:·leaks or accidental releases of products or other materials into the environment, whether as a result of humanerror or otherwise;·extreme weather conditions, such as hurricanes, tropical storms and rough seas, which are common along theGulf Coast, and earthquakes, which are common along the West Coast;29 Table of Contents ·explosions, fires, accidents, mechanical malfunctions, faulty measurement and other operating errors; or·acts of terrorism or vandalism.If any of these events were to occur, we could suffer substantial losses because of personal injury or loss of life,severe damage to and destruction of storage tanks, pipelines and related property and equipment, and pollution or otherenvironmental damage resulting in curtailment or suspension of our related operations and potentially substantialunanticipated costs for the repair or replacement of property and environmental cleanup. In addition, if we suffer accidentalreleases or spills of products at our terminals or pipelines, we could be faced with material third‑party costs and liabilities,including those relating to claims for damages to property and persons and governmental claims for natural resource damagesor fines or penalties for related violations of environmental laws or regulations. We are not fully insured against all risks toour business and if losses in excess of our insurance coverage were to occur, they could have a material adverse effect on ouroperations. Furthermore, events like hurricanes can affect large geographical areas which can cause us to suffer additionalcosts and delays in connection with subsequent repairs and operations because contractors and other resources are notavailable, or are only available at substantially increased costs following widespread catastrophes.We are not fully insured against all risks incident to our business, and could incur substantial liabilities as aresult.We may not be able to maintain or obtain insurance of the type and amount we desire at reasonable rates. As a resultof market conditions, premiums and deductibles for certain of our insurance policies have increased substantially, and couldescalate further. In some instances, certain insurance could become unavailable or available only for reduced amounts ofcoverage. For example, our insurance carriers require broad exclusions for losses due to terrorist acts. If we were to incur asignificant liability for which we were not fully insured, it could have a material adverse effect on our financial condition. Inaccordance with typical industry practice, we do not have any property or title insurance on the Razorback andDiamondback pipelines.Our insurance policies each contain caps on the insurer’s maximum liability under the policy, and claims made byus are applied against the caps. In the event we reach the cap, we would seek to acquire additional insurance in themarketplace; however, we can provide no assurance that such insurance would be available or if available, at a reasonablecost.A significant decrease in demand for refined products due to alternative fuel sources, new technologies or adverseeconomic conditions may cause one or more of our significant customers to reduce their use of our tank capacity andthroughput volumes at our terminal facilities, which would adversely affect our financial condition and results ofoperations.Market uncertainties, adverse economic conditions or lack of consumer confidence resulting in lower consumerspending on gasolines, distillates and travel, and high prices of refined products may cause a reduction in demand for refinedproducts, which could result in a material decline in the use of our tank capacity or throughput of product at our terminalfacilities. Additionally, the volatility in the price of refined products may render our customers’ hedging activitiesineffective, which could cause one or more of our significant customers to decrease their supply and marketing activities inorder to reduce their exposure to price fluctuations.Additional factors that could lead to a decrease in market demand for refined products include:·an increase in the market price of crude oil that leads to higher refined product prices;·higher fuel taxes or other governmental or other regulatory actions that increase, directly or indirectly, the costof gasolines or other refined products;·a shift by consumers to more fuel‑efficient or alternative fuel vehicles or an increase in fuel economy,30 Table of Contents whether as a result of technological advances by manufacturers, pending legislation proposing to mandatehigher fuel economy or otherwise; or·an increase in the use of alternative fuel sources, such as ethanol, biodiesel, fuel cells and solar, electric andbattery‑powered engines.Mergers between our existing customers and our competitors could provide strong economic incentives for thecombined entities to utilize their existing systems instead of ours in those markets where the systems compete. As a result, wecould lose some or all of the volumes and associated revenues from these customers and we could experience difficulty inreplacing those lost volumes and revenues.Because most of our operating costs are fixed, any decrease in throughput volumes at our terminal facilities, wouldlikely result not only in a decrease in our revenue, but also a decline in cash flow of a similar magnitude, which wouldadversely affect our results of operations, financial position and cash flows and may impair our ability to make quarterlydistributions to our unitholders.Cyber-attacks that circumvent our security measures and other breaches of our information technology systemscould disrupt our operations and result in increased costs.We utilize information technology systems to operate our assets and manage our businesses. A cyber-attack or othersecurity breach of our information technology systems could result in a breach of critical operational or financial controlsand lead to a disruption of our operations, commercial activities or financial processes. Additionally, we rely on third‑partysystems that could also be subject to cyber-attacks or security breaches, and the failure of which could have a significantadverse effect on the operation of our assets. We and the operators of the third‑party systems on which we depend may nothave the resources or technical sophistication to anticipate or prevent every emerging type of cyber-attack, and such anattack, or the additional security measures undertaken to prevent such an attack, could adversely affect our results ofoperations, financial position or cash flows.In addition, we collect and store sensitive data, including our proprietary business information and informationabout our customers, suppliers and other counterparties, and personally identifiable information of the employees of TLPManagement Services, on our information technology networks. Despite our security measures, our information technologyand infrastructure may be vulnerable to cyber-attacks or breached due to employee error, malfeasance or other disruptions.Any such breach could compromise our networks and the information stored therein could be accessed, publiclydisseminated, lost or stolen. Any such access, dissemination or other loss of information could result in legal claims orproceedings, liability under laws that protect the privacy of personal information, regulatory penalties or could disrupt ouroperations, any of which could adversely affect our results of operations, financial position or cash flows.Because of our lack of asset diversification, adverse developments in our terminals or pipeline operations couldadversely affect our revenue and cash flows.We rely exclusively on the revenue generated from our terminals and pipeline operations. Because of our lack ofdiversification in asset type, an adverse development in these businesses would have a significantly greater impact on ourfinancial condition and results of operations than if we maintained more diverse assets.Our operations are subject to governmental laws and regulations relating to the protection of the environmentthat may expose us to significant costs and liabilities.Our business is subject to the jurisdiction of numerous governmental agencies that enforce complex and stringentlaws and regulations with respect to a wide range of environmental, safety and other regulatory matters. We could beadversely affected by increased costs resulting from more strict pollution control requirements or liabilities resulting fromnon‑compliance with required operating or other regulatory permits. New environmental laws and regulations mightadversely impact our activities, including the transportation, storage and distribution of petroleum products. Federal, stateand local agencies also could impose additional safety requirements, any of which could affect our profitability. Furthermore,our failure to comply with environmental or safety related laws and regulations also could31 Table of Contents result in the assessment of administrative, civil and criminal penalties, the imposition of investigatory and remedialobligations and even the issuance of injunctions that restrict or prohibit the performance of our operations.Federal, state and local agencies also have the authority to prescribe specific product quality specifications ofrefined products. Changes in product quality specifications or blending requirements could reduce our throughput volume,require us to incur additional handling costs or require capital expenditures. For example, different product specifications fordifferent markets impact the fungibility of the products in our system and could require the construction of additionalstorage. If we are unable to recover these costs through increased revenues, our cash flows and ability to pay cashdistributions could be adversely affected.Terrorist attacks, and the threat of terrorist attacks, have resulted in increased costs to our business. Continuedhostilities in the Middle East or other sustained military campaigns may adversely impact our ability to make distributionsto our unitholders.The long‑term impact of terrorist attacks, such as the attacks that occurred on September 11, 2001, and the threat offuture terrorist attacks, on the energy transportation industry in general, and on us in particular, is impossible to predict.Increased security measures that we have taken as a precaution against possible terrorist attacks have resulted in increasedcosts to our business. Uncertainty surrounding continued hostilities in the Middle East or other sustained military campaignsmay affect our operations in unpredictable ways, including the possibility that infrastructure facilities could be direct targetsof, or indirect casualties of, an act of terrorism.Many of our storage tanks and portions of our pipeline system have been in service for several decades that couldresult in increased maintenance or remediation expenditures, which could adversely affect our results of operations andour ability to pay cash distributions.Our pipeline and storage assets are generally long‑lived assets. As a result, some of those assets have been in servicefor many decades. The age and condition of these assets could result in increased maintenance or remediation expenditures.Any significant increase in these expenditures could adversely affect our results of operations, financial position and cashflows, as well as our ability to pay cash distributions.In the event we are required to refinance our existing debt in unfavorable market conditions, we may have to payhigher interest rates and be subject to more stringent financial covenants, which could adversely affect our results ofoperations and may impair our ability to make quarterly distributions to our unitholders.Our revolving credit facility matures in March 2022, and our senior notes mature in February 2026. At December 31,2017 and February 12, 2018, we had outstanding borrowings under our revolving credit facility of $593.2 million andoutstanding senior notes of $300 million outstanding, respectively. Our revolving credit facility provides that we payinterest on outstanding balances at interest rates based on market rates plus specified margins, ranging from 1.75% to 2.75%depending on the total leverage ratio in the case of loans with interest rates based on LIBOR, or ranging from 0.75% to1.75% depending on the total leverage ratio in the case of loans with interest rates based on the base rate. We pay a fixed6.125% interest rate on our senior notes. In the event we are required to refinance our revolving credit facility or our seniornotes in unfavorable market conditions, we may have to pay interest at higher rates and may be subject to more stringentfinancial covenants than we have today, which could adversely affect our results of operations and may impair our ability tomake quarterly distributions to our unitholders.Climate change legislation or regulations restricting emissions of “greenhouse gases” or setting fuel economy orair quality standards could result in increased operating costs or reduced demand for the refined petroleum products thatwe transport, store or otherwise handle in connection with our business.In response to findings that emissions of carbon dioxide, methane and other greenhouse gases present anendangerment to human health and the environment, the U.S. Environmental Protection Agency (“EPA”) has adoptedregulations under existing provisions of the federal Clean Air Act that, among other things, establish pre-construction andoperating permit requirements for certain large stationary sources. The EPA has also adopted rules requiring the monitoringand reporting of greenhouse gas emissions from specified onshore and offshore natural gas and oil sources in32 Table of Contents the United States on an annual basis. Although Congress has from time to time considered legislation to reduce emissions of greenhouse gases, there hasnot been significant activity in the form of adopted legislation to reduce greenhouse gas emissions at the federal level inrecent years. In the absence of such federal climate change legislation, a number of states, including states in which weoperate, have enacted or passed measures to track and reduce emissions of greenhouse gases, primarily through the planneddevelopment of greenhouse gas emission inventories and regional greenhouse gas cap-and-trade programs. Most of thesecap-and-trade programs require major sources of emissions or major producers of fuels to acquire and surrender emissionallowances, with the number of allowances available for purchase reduced each year until the overall greenhouse gasemission reduction goal is achieved. In addition, in December 2015, over 190 countries, including the United States, reached an agreement to reduceglobal greenhouse gas emissions (the “Paris Agreement”). The Paris Agreement entered into force in November 2016 aftermore than 170 nations, including the United States, ratified or otherwise indicated their intent to be bound by theagreement. However, in June 2017, President Trump announced that the United States intends to withdraw from the ParisAgreement and to seek negotiations either to reenter the Paris Agreement on different terms or a separate agreement. InAugust 2017, the U.S. Department of State officially informed the United Nations of the United States’ intent to withdrawfrom the Paris Agreement. The Paris Agreement provides for a four-year exit process beginning when it took effect inNovember 2016, which would result in an effective exit date of November 2020. The United States’ adherence to the exitprocess and/or the terms on which the United States may re-enter the Paris Agreement or a separately negotiated agreementare unclear at this time. To the extent that the United States and other countries implement this agreement or impose otherclimate change regulations on the oil and natural gas industry, it could have an adverse effect on our business. In particular, the adoption and implementation of regulations that require the reporting of greenhouse gases orotherwise limit emissions of greenhouse gases from our equipment and operations could require us to incur costs to monitorand report on greenhouse gas emissions or install new equipment to reduce emissions of greenhouse gases associated withour operations. In addition, these regulatory initiatives could drive down demand for the refined petroleum products, naturalgas and other hydrocarbon products we transport, store or otherwise handle in connection with our business by stimulatingdemand for alternative forms of energy that do not rely on the combustion of fossil fuels. Such decreased demand could havea material adverse effect on our business, financial condition, results of operations and cash flows. In addition, some scientists have concluded that increasing concentrations of greenhouse gases in the earth’satmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity ofstorms, droughts, floods and other climate events. If any such effects were to occur, they could have an adverse effect on ourassets and operations.Risks Inherent in an Investment in UsArcLight indirectly controls our general partner, which has sole responsibility for conducting our business andmanaging our operations. ArcLight has conflicts of interest with and limited fiduciary duties to us, which may permit themto favor their own interests to our detriment.TransMontaigne GP is our general partner and manages our operations and activities. ArcLight owns our generalpartner and is responsible under our omnibus agreement for providing the personnel who provide support to our operations.Neither our general partner nor its board of directors is elected by our unitholders, and our unitholders have no right to electour general partner or its board of directors on an annual or other continuing basis. Furthermore, it may be difficult forunitholders to remove our general partner without its consent because the vote of the holders of at least 66/3% of alloutstanding common units, including any common units owned by our general partner and its affiliates, but excluding thegeneral partner interest, voting together as a single class, is required to remove our general partner.Additionally, any or all of the provisions of our omnibus agreement with ArcLight other than the indemnificationprovisions, will be terminable by ArcLight at its option if our general partner is removed without cause and common unitsheld by our general partner and its affiliates are not voted in favor of that removal. Cause is narrowly defined in the omnibusagreement to mean that a court of competent jurisdiction has entered a final, non‑appealable33 2Table of Contents judgment finding our general partner liable for actual fraud or willful or wanton misconduct in its capacity as our generalpartner. Cause does not include most cases of charges of poor management of the business.Four of our general partner’s directors are affiliated with ArcLight. Therefore, conflicts of interest may arise between ArcLight and its affiliates and subsidiaries, and our general partner, on the one hand, and us and our unitholders, on the otherhand. In resolving those conflicts of interest, our general partner may favor its own interests and the interests of its affiliatesover the interests of our unitholders.These conflicts include, among others, the following potential conflicts of interest:·ArcLight and its affiliates may engage in competition with us under certain circumstances;·Except in limited circumstances, our general partner has the power and authority to conduct our businesswithout unitholder approval;·Neither our partnership agreement nor any other agreement requires ArcLight or its affiliates to pursue abusiness strategy that favors us. This entitles our general partner to consider only the interests and factors that itdesires, and it has no duty or obligation to give any consideration to any interest of, or factors affecting, us, ouraffiliates or any limited partner. ArcLight’s directors and officers have fiduciary duties to make decisions in thebest interests of ArcLight, which may be contrary to our interests or the interests of our customers;·Our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for anyservices rendered to us or entering into additional contractual arrangements with any of these entities on ourbehalf;·Our general partner is allowed to take into account the interests of parties other than us, such as ArcLight, or itsaffiliates, in resolving conflicts of interest. Specifically, in determining whether a transaction or resolution is“fair and reasonable,” our general partner may consider the totality of the relationships between the partiesinvolved, including other transactions that may be particularly advantageous or beneficial to us;·Certain directors of our general partner are officers or directors of affiliates of our general partner, includingArcLight, and also devote significant time to the business of these entities and are compensated accordingly;·Our general partner has limited its liability and reduced its fiduciary duties, and also has restricted the remediesavailable to our unitholders for actions that, without the limitations, might constitute breaches of fiduciaryduty. Our general partner will not have any liability to us or our unitholders for decisions made in its capacity asa general partner so long as it acted in good faith, meaning it believed that its decision was in the best interestsof our partnership;·Our general partner determines the amount and timing of acquisitions and dispositions, capital expenditures,borrowings, issuance of additional partnership securities, and reserves, each of which can affect the amount ofcash that is distributed to our unitholders;·Our general partner determines the amount and timing of any capital expenditures by our partnership andwhether a capital expenditure is a maintenance capital expenditure, which reduces operating surplus, or anexpansion capital expenditure, which does not reduce operating surplus. That determination can affect theamount of cash that is distributed to our unitholders;·Our partnership agreement permits us to treat a distribution of a certain amount of cash from non‑operatingsources such as asset sales, issuances of securities and long‑term borrowings as a distribution of operatingsurplus instead of capital surplus. The amount that can be distributed in such a fashion is equal to four times theamount needed for us to pay a quarterly distribution on the common units, the general partner interest and theincentive distribution rights at the same per‑unit distribution amount as the distribution paid34 Table of Contents in the immediately preceding quarter. As of December 31, 2017, that amount was $62.3 million, $23.0 millionof which would go to our general partner in the form of distributions on their general partner interest andincentive distribution rights;·Our general partner determines which out‑of‑pocket costs incurred by TLP Management Services arereimbursable by us;·Our general partner and its officers and directors will not be liable for monetary damages to us, our limitedpartners or assignees for any acts or omissions unless there has been a final and non‑appealable judgmententered by a court of competent jurisdiction determining that our general partner or those other persons acted inbad faith or engaged in fraud or willful misconduct; or·Our general partner decides whether to retain separate counsel, accountants or others to perform services on ourbehalf. Upon the expiration or earlier termination of the omnibus agreement, we may incur additional costs to replicatethe services currently provided thereunder, in which event our financial condition and results of operations could bematerially adversely affected.Our partnership has no officers or employees and all of our management and operational activities are provided byofficers and employees of TLP Management Services, a wholly owned indirect subsidiary of ArcLight. Under the omnibusagreement we pay TLP Management Services an annual administrative fee for the provision of various general andadministrative services for our benefit.The omnibus agreement expires on the earlier to occur of ArcLight ceasing to control our general partner orfollowing at least 24 months’ prior written notice to the other parties. We cannot predict whether a change of control willoccur, or whether our general partner will seek to terminate, amend or modify the terms of the omnibus agreement. Followingthe expiration or the earlier termination of the omnibus agreement, the partnership will be required to assume directly orindirectly through one or more service providers, the scope of the services provided to the partnership under the omnibusagreement. If we are unsuccessful in negotiating acceptable terms with a successor service provider, if we are required to paya higher administrative fee or if we must incur substantial costs to replicate the services currently provided by ArcLight andits affiliates under the omnibus agreement, our financial condition and results of operations could be materially adverselyaffected.Affiliates of our general partner, including ArcLight, may compete with us and do not have any obligation topresent business opportunities to us.Neither our partnership agreement nor any other agreement will prohibit affiliates of our general partner, includingArcLight, from owning assets or engaging in businesses that compete directly or indirectly with us. For example, an affiliateof ArcLight is the majority owner of the general partner of another publicly traded master limited partnership in themidstream segment of the energy industry, which may compete with us in the future. In addition, ArcLight and other affiliatesof our general partner may acquire, construct or dispose of midstream assets or other assets in the future without anyobligation to offer us the opportunity to purchase any of those assets. ArcLight and its affiliates are large, establishedparticipants in the energy industry and may have greater resources than we have, which may make it more difficult for us tocompete with these entities with respect to commercial activities as well as for acquisition opportunities. As a result,competition from affiliates of our general partner, including ArcLight, could materially adversely impact our results ofoperations and distributable cash flow.The control of our general partner may be transferred to a third party without the consent of our general partner, the partnership or our unitholders.Our general partner may transfer its general partner interest in TransMontaigne Partners to a third party in a merger, asale of all or substantially all of the general partner's assets or other transaction without the consent of the general partner onbehalf of the partnership. Furthermore, our partnership agreement does not restrict the ability of ArcLight, the owner of ourgeneral partner, from transferring its limited liability company interest in our general partner35 Table of Contents to a third party. The new owner of our general partner could then be in a position to replace the board of directors and officersof our general partner with their own choices and to control the decisions taken by the board of directors and officers. In thatevent, our general partner would be able to take steps to protect the interests of the partnership.Fees due to our general partner and its affiliates for services provided under the omnibus agreement are and willcontinue to be substantial and will reduce our cash available for distribution to unitholders.Payments to our general partner are and will continue to be substantial and will reduce the amount of available cashfor distribution to unitholders. For the year ended December 31, 2017, we paid affiliates of our general partner anadministrative fee of approximately $12.8 million pursuant to the omnibus agreement. The administrative fee is subject toincrease at the request of ArcLight in the event we acquire or construct facilities. Our general partner and its affiliates willcontinue to be entitled to reimbursement for all other direct expenses they incur on our behalf, including the salaries of andthe cost of employee benefits for employees working on‑site at our terminals and pipelines. Our general partner willdetermine the amount of these expenses. Our general partner and its affiliates also may provide us other services for whichwe will be charged fees as determined by our general partner.Our general partner has a limited call right that may require unitholders to sell their common units at anundesirable time or price.If at any time our general partner and its affiliates own more than 80% of the common units, our general partner willhave the right, but not the obligation, which it may assign to any of its affiliates or to us, to acquire all, but not less than all,of the common units held by unaffiliated persons at a price not less than their then‑current market price. As a result,unitholders may be required to sell their common units at an undesirable time or price and may not receive any return ontheir investment. Unitholders may also incur a tax liability upon a sale of their common units.We may issue additional units without your approval, which would dilute your existing ownership interests.Our partnership agreement does not limit the number of additional limited partner interests that we may issue at anytime without the approval of our unitholders. The issuance by us of additional common units or other equity securities ofequal or senior rank will have the following effects: your proportionate ownership interest in us will decrease; the amount ofcash available for distribution on each unit may decrease; the ratio of taxable income to distributions may increase; therelative voting strength of each previously outstanding unit may be diminished; and the market price of the common unitsmay decline.The market price of our common units may be adversely affected by the future issuance and sale of additionalcommon units or by our announcement that such issuances and sales may occur.We have an effective universal shelf‑registration statement on Form S‑3 and an existing sales agreement filed withthe SEC in our Prospectus Supplement to Prospectus dated September 2, 2016, which sales agreement covers “at-the-market”equity issuances that may be made from time to time through our sales agent. We cannot predict the size of future issuancesor sales of our common units, including, pursuant to our outstanding sales agreement, or in connection with futureacquisitions or capital raising activities, or the effect, if any, that such issuances or sales may have on the market price of ourcommon units. In addition, under the sales agreement, the sales agent will not engage in any transactions that stabilize theprice of our common units. The issuance and sale of substantial amounts of common units, including issuances and salespursuant to the sales agreement, or announcement that such issuances and sales may occur, could adversely affect the marketprice of our common units.Unitholders may not have limited liability in some circumstances.The limitations on the liability of holders of limited partnership interests for the obligations of a limited partnershiphave not been clearly established in some states. If it were determined that we had been conducting business in any statewithout compliance with the applicable limited partnership statute, or that our unitholders as a group took any actionpursuant to our partnership agreement that constituted participation in the “control” of our business, then the unitholderscould be held liable under some circumstances for our obligations to the same extent as a general partner.36 Table of Contents Under applicable state law, our general partner has unlimited liability for our obligations, including our debts andenvironmental liabilities, if any, except for our contractual obligations that are expressly made without recourse to thegeneral partner.In addition, Section 17‑607 of the Delaware Revised Uniform Limited Partnership Act provides that under somecircumstances a unitholder may be liable to us for the amount of distributions paid to the unitholder for a period of threeyears from the date of the distribution.Tax Risks Our tax treatment depends on our status as a partnership for federal income tax purposes, as well as not beingsubject to a material amount of entity‑level taxation by states. If the Internal Revenue Service were to treat us as acorporation or if we were to become subject to a material amount of entity‑level taxation for state tax purposes, then ourcash available for distribution to unitholders would be substantially reduced.The anticipated after‑tax benefit of an investment in our common units depends largely on us being treated as apartnership for federal income tax purposes. We have not requested, and do not plan to request, a ruling from the IRS on thismatter.A publicly‑traded partnership may be treated as a corporation for federal income tax purposes unless its grossincome from its business activities satisfies a “qualifying income” requirement under the U.S. tax code. Based upon ourcurrent operations, we believe that we qualify to be treated as a partnership for federal income tax purposes under theserequirements. While we intend to continue to meet this gross income requirement, we may not find it possible to meet, or mayinadvertently fail to meet, these requirements. If we do not meet these requirements for any taxable year, and the IRS does notdetermine that such failure was inadvertent, we would be treated as a corporation for such taxable year and each taxable yearthereafter.If we were treated as a corporation for federal income tax purposes, we would pay federal income tax on our incomeat the corporate tax rate, which is currently a maximum of 21%. In such a circumstance, distributions to our unitholderswould generally be taxed again as corporate distributions (if such distributions were less than our earnings and profits) andno income, gains, losses, deductions or credits would flow through to our unitholders. Imposition of a corporate tax wouldsubstantially reduce our cash flows and after‑tax return to our unitholders. This likely would cause a substantial reduction inthe value of the common units.Any modification to the U.S. federal income tax laws and interpretations thereof may or may not be appliedretroactively and could make it more difficult or impossible to meet the qualifying income requirements, affect or cause us tochange our business activities, affect the tax considerations of an investment in a publicly traded partnership, including us,change the character or treatment of portions of our income and adversely affect an investment in our common units. We areunable to predict whether any current or future proposed federal income tax law changes will ultimately be enacted.In addition, some states have subjected partnerships to entity‑level taxation through the imposition of state income,franchise or other forms of taxation, and other states may follow this trend. If any state were to impose a tax upon us as anentity, our cash flows would be reduced. For example, under current legislation, we are subject to an entity‑level tax on theportion of our total revenue (as that term is defined in the legislation) that is generated in Texas. For the year endedDecember 31, 2017, we recognized a liability of approximately $0.1 million for the Texas margin tax, which is imposed at amaximum effective rate of 0.75% of our total revenue and tax gains from Texas. Imposition of such a tax on us by Texas, orany other state, will reduce the cash available for distribution to our unitholders. The partnership agreement provides that if alaw is enacted or existing law is modified or interpreted in a manner that subjects us to taxation as a corporation or otherwisesubjects us to entity‑level taxation for federal, state or local income tax purposes, then the minimum quarterly distributionamount and the target distribution amounts will be reduced to reflect the impact of that law on us.37 Table of Contents If the sale or exchange of 50% or more of our capital and profit interests occurs within a 12‑month period, wewould experience a deemed technical termination of our partnership for federal income tax purposes.The sale or exchange of 50% or more of the partnership’s units within a 12‑month period would result in a deemedtechnical termination of our partnership for federal income tax purposes. Such an event would not terminate a unitholder’sinterest in the partnership, nor would it terminate the continuing business operations of the partnership. However, it would,among other things, result in the closing of our taxable year for all unitholders and would result in a deferral of depreciationand cost recovery deductions allowable in computing our taxable income for future tax years.The partnership has previously experienced three deemed technical terminations. The first deemed technicaltermination experienced by the partnership was for the period ended December 30, 2007, due to a change in our ownershipstructure effective December 31, 2007. The second deemed technical termination experienced by the partnership was for theperiod ended December 30, 2014, due to post transaction restructuring of NGL’s investment in TransMontaigne LLC,including the conversion of TransMontaigne LLC, TransMontaigne Services LLC and TransMontaigne Product ServicesLLC from Delaware corporations into Delaware limited liability companies effective December 30, 2014. Further, as a resultof TransMontaigne Partners’ technical termination, Frontera also experienced a technical termination on December 30,2014. Unrelated to TransMontaigne Partners and Frontera’s technical terminations, BOSTCO experienced a technicaltermination as of November 26, 2014, caused by the restructuring of Kinder Morgan Energy Partners, L.P. and its affiliates.Pursuant to the Arclight acquisition, on April 1, 2016, affiliates of ArcLight acquired approximately 3.2 million ofour common limited partnership units from NGL. As a result of this transaction, combined with the Arclight acquisition onFebruary 1, 2016 and the other exchanges of our common units within the 12-month prior period, the partnershipexperienced a third technical termination as of April 1, 2016. Further, as a result of TransMontaigne Partners’ technicaltermination, Frontera also experienced a technical termination on April 1, 2016. Due to these technical terminationsexperienced for federal income tax purposes, our partnership and the Frontera joint venture will realize a deferral of costrecovery deductions that will impact each of our unitholders through allocations of an increased amount of federal taxableincome (or reduced amount of allocated loss) for the current and subsequent years.If we are unable to make acquisitions and investments to increase our capital asset base, we may encounter futuredeclines in our tax depreciation, which may cause some unitholders to recognize higher taxable income in respect of theirunits and adversely affect the tax characteristics of an investment in our units and reduce the market price of our units.Prior to July 1, 2014, Morgan Stanley indirectly controlled our general partner and was a bank holding companyunder applicable federal banking law and regulation, which imposed limitations on Morgan Stanley and its affiliates’ abilityto conduct certain nonbanking activities. As a result of such regulation, Morgan Stanley informed us in October 2011 that itwas unable, or limited in approving any “significant” acquisition or investment. The practical effect of these limitationssignificantly constrained our ability to expand our asset base and operations through acquisitions from third parties, limitingadditions to our capital assets primarily to additions and improvements that we constructed or added to our existingfacilities. Although we are no longer under such regulatory constraints, if we do not grow our capital asset base quicklyenough to avoid our tax depreciation from declining in the future, some unitholders may recognize higher taxable income.The federal and state tax laws and regulations applicable to an investment in our units are complex and each investor’s taxconsiderations are likely to be different from those of other investors, so it is impossible to state with certainty the impact ofany change on any single investor or group of investors in our units. It is the responsibility of each unitholder to investigatethe legal and tax consequences, under the laws of pertinent jurisdictions, of an investment in our common units.Accordingly, each unitholder or prospective investor in our units is urged to consult with, and depend upon, their taxcounsel or other advisor with regard to those matters.Nevertheless, adverse changes in investors’ perception of the tax characteristics of an investment in our units couldadversely affect the market value of our units.38 Table of Contents We generally prorate our items of income, gain, loss and deduction between transferors and transferees of ourcommon units each month based upon the ownership of our common units on the first day of each month, instead of on thebasis of the date a particular common unit is transferred. The IRS may challenge this treatment, which could change theallocation of items of income, gain, loss and deduction among our unitholders.For administrative purposes and consistent with other publicly traded partnerships, we generally prorate our items ofincome, gain, loss, and deduction between transferors and transferees of our common units each month based upon theownership of our common units on the first day of each month, instead of on the basis of the date a particular common unit istransferred. The use of this proration method may not be permitted under existing Treasury regulations. If the IRS were tochallenge this method, or new Treasury regulations were issued, we may be required to change the allocation of items ofincome, gain, loss and deduction among our unitholders.Unitholders will be required to pay taxes on their respective share of our taxable income regardless of the amountof cash distributions.Unitholders will be required to pay federal income taxes and, in some cases, state and local income taxes on theunitholder’s respective share of our taxable income, whether or not such unitholder receives cash distributions from us. Inaddition, supplemental taxes that apply to net investment income from passive activities and from gains on sales ofpartnership interests may be required of unitholders. Unitholders may not receive cash distributions from us equal to theunitholder’s respective share of our taxable income or even equal to the actual tax liability that results from the unitholder’srespective share of our taxable income or due to the unitholder’s taxes relating to net investment income.Tax‑exempt entities and foreign persons face unique tax issues from owning units that may result in adverse taxconsequences to them.Investment in common partnership units by tax‑exempt entities, such as individual retirement accounts, andnon‑United States persons raises tax issues unique to them. For example, the partnership’s ordinary income allocated toorganizations exempt from federal income tax, including individual retirement accounts and other retirement plans, will beunrelated business taxable income, or UBTI, and may be taxable to them. Due to allocations of reportable tax items tounitholders being dependent on the date of each unitholder’s purchase of our common units, we are not able to provide anestimate of a unitholder’s UBTI prior to processing that unitholder’s Schedule K‑1. Because the partnership’s distributionsare attributed to income that is effectively connected with a United States trade or business, distributions to non‑UnitedStates persons are subject to withholding taxes at the highest applicable effective tax rate set by the federal tax laws in effectat the time of such distributions. Nominees, rather than the partnership, are treated as withholding agents. Non‑United Statespersons will be required to file United States federal income tax returns and pay tax on their share of our taxable income.We may be required to deduct and withhold amounts from distributions to foreign unitholders related towithholding tax obligations arising from the sale or disposition of our units by foreign unitholders. Upon the sale, exchange or other disposition of a unit by a foreign unitholder, the transferee is generally required towithhold 10% of the amount realized on such sale, exchange or other disposition if any portion of the gain on such sale,exchange or other disposition would be treated as effectively connected with a U.S. trade or business. If the transferee fails tosatisfy this withholding requirement, we will be required to deduct and withhold such amount (plus interest) from futuredistributions to the transferee. Because the “amount realized” would include a unitholder’s share of our nonrecourseliabilities, 10% of the amount realized could exceed the total cash purchase price for such disposed units. Due to this fact,our inability to match transferors and transferees of units, and other uncertainty surrounding the application of thesewithholding rules, the U.S. Department of the Treasury and the IRS have currently suspended these rules for transfers ofcertain publicly traded partnership interests, including transfers of our units, until regulations or other guidance has beenissued. It is unclear when such regulations or other guidance will be issued.39 Table of Contents Our unitholders will likely be subject to state and local taxes and return filing requirements in states where they do not liveas a result of investing in our common units.In addition to federal income taxes, our unitholders will likely be subject to other taxes, including state and localincome taxes, unincorporated business taxes and estate, inheritance or intangible taxes that are imposed by the variousjurisdictions in which we do business or own property, even if they do not live in any of those jurisdictions. Our unitholderswill likely be required to file returns and pay state and local income tax in some or all of these jurisdictions, and unitholdersmay be subject to penalties for failure to comply with those requirements. It is our unitholders’ responsibility to file allUnited States federal, state and local tax returns.We will treat each purchaser of our units as having the same tax benefits without regard to the units purchased.The IRS may challenge this treatment, which could adversely affect the value of our units.Because we cannot match transferors and transferees of units, we adopt various conventions for administrativepurposes (including depreciation and amortization positions) that may not conform in all aspects to existing Treasuryregulations. A successful IRS challenge to those positions could adversely affect the amount of tax benefits available tounitholders. It also could affect the timing of these tax benefits or the amount of gain from any sale of units and could have anegative impact on the value of our units or result in audit adjustments to a unitholder’s tax returns.A unitholder whose units are loaned to a “short seller” to cover a short sale of units may be considered as havingdisposed of those units. If so, the unitholder would no longer be treated for tax purposes as a partner with respect to thoseunits during the period of the loan and may recognize gain or loss from the disposition.Because a unitholder whose units are loaned to a “short seller” to cover a short sale of units may be considered ashaving disposed of the loaned units, the unitholder may no longer be treated for tax purposes as a partner with respect tothose units during the period of the loan to the short seller and the unitholder may recognize gain or loss from suchdisposition. Moreover, during the period of the loan to the short seller, any of our income, gain, loss or deduction withrespect to those units may not be reportable by the unitholder and any cash distributions received by the unitholder as tothose units could be fully taxable as ordinary income. Unitholders desiring to assure their status as partners and avoid the riskof gain recognition from a loan to a short seller are urged to modify any applicable brokerage account agreements to prohibittheir brokers from loaning their units. ITEM 1B. UNRESOLVED STAFF COMMENTSNone. ITEM 3. LEGAL PROCEEDINGSWe are party to various legal, regulatory and other matters arising from the day-to-day operations of our businessthat may result in claims against us. While the ultimate impact of any proceedings cannot be predicted with certainty, ourmanagement believes that the resolution of any of our pending legal proceedings will not have a material adverse effect onour business, financial position, results of operations or cash flows. ITEM 4. MINE SAFETY DISCLOSURESNot applicable.40 Table of Contents Part II ITEM 5. MARKET FOR THE REGISTRANT’S COMMON UNITS, RELATED UNITHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIESMARKET FOR COMMON UNITSThe common units are listed and traded on the New York Stock Exchange under the symbol “TLP.” On March 9,2018, there were 52 unitholders of record of our common units. This number does not include unitholders whose units areheld in trust by other entities. The actual number of unitholders is greater than the number of unitholders of record.The following table sets forth, for the periods indicated, the range of high and low per unit sales prices for ourcommon units as reported on the New York Stock Exchange. Low High January 1, 2016 through March 31, 2016 $25.08 $41.21 April 1, 2016 through June 30, 2016 $35.30 $42.77 July 1, 2016 through September 30, 2016 $38.38 $46.45 October 1, 2016 through December 31, 2016 $36.93 $45.74 January 1, 2017 through March 31, 2017 $43.15 $49.31 April 1, 2017 through June 30, 2017 $39.36 $46.67 July 1, 2017 through September 30, 2017 $41.75 $47.45 October 1, 2017 through December 31, 2017 $37.40 $43.99 DISTRIBUTIONS OF AVAILABLE CASHThe following table sets forth the distribution declared per common unit attributable to the periods indicated: Distribution January 1, 2016 through March 31, 2016 $0.680 April 1, 2016 through June 30, 2016 $0.690 July 1, 2016 through September 30, 2016 $0.700 October 1, 2016 through December 31, 2016 $0.710 January 1, 2017 through March 31, 2017 $0.725 April 1, 2017 through June 30, 2017 $0.740 July 1, 2017 through September 30, 2017 $0.755 October 1, 2017 through December 31, 2017 $0.770 Within approximately 45 days after the end of each quarter, we will distribute all of our available cash, as defined inour partnership agreement, to unitholders of record on the applicable record date. Available cash generally means all cash onhand at the end of the quarter:·less the amount of cash reserves established by our general partner to:·provide for the proper conduct of our business;·comply with applicable law, any of our debt instruments, or other agreements; or·provide funds for distributions to our unitholders and to our general partner for any one or more of thenext four quarters;41 Table of Contents ·plus, if our general partner so determines, all or a portion of cash on hand on the date of determination ofavailable cash for the quarter.The terms of our revolving credit facility may limit our ability to distribute cash under certain circumstances asdiscussed under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” of this Annual Report.INCENTIVE DISTRIBUTION RIGHTSIncentive distribution rights are non‑voting limited partner interests that represent the right to receive an increasingpercentage of quarterly distributions of available cash from operating surplus after the minimum quarterly distribution andthe target distribution levels have been achieved. Our general partner currently holds the incentive distribution rights, butmay transfer these rights separately from its general partner interest, subject to restrictions in the partnership agreement.The following table illustrates the percentage allocations of the additional available cash from operating surplusbetween the unitholders and our general partner up to the various target distribution levels. The amounts set forth under“Marginal percentage interest in distributions” are the percentage interests of our general partner and the unitholders in anyavailable cash from operating surplus we distribute up to and including the corresponding amount in the column “Total perunit quarterly distribution,” until available cash from operating surplus we distribute reaches the next target distributionlevel, if any. The percentage interests shown for the unitholders and our general partner for the minimum quarterlydistribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. Thepercentage interests set forth below for our general partner include its 2% general partner interest and assume our generalpartner has contributed any additional capital to maintain its 2% general partner interest and has not transferred its incentivedistribution rights. Marginal percentage interest in distributions Total per unit General quarterly distribution Unitholders partner Minimum quarterly distribution $0.40 98% 2% First target distribution up to $0.44 98% 2% Second target distribution above $0.44 up to$0.50 85% 15% Third target distribution above $0.50 up to$0.60 75% 25% Thereafter above $0.60 50% 50% There is no guarantee that we will be able to pay the minimum quarterly distribution on the common units in anyquarter, and we will be prohibited from making any distributions to unitholders if it would cause an event of default, or anevent of default is existing, under our revolving credit facility or indenture.42 Table of Contents ITEM 6. SELECTED FINANCIAL DATAThe following table sets forth our selected historical consolidated financial data for the periods and as of the datesindicated. The following selected financial data for each of the years in the five‑year period ended December 31, 2017, hasbeen derived from our consolidated financial statements. You should not expect the results for any prior periods to beindicative of the results that may be achieved in future periods. You should read the following information together with ourhistorical consolidated financial statements and related notes and with “Management’s Discussion and Analysis of FinancialCondition and Results of Operations” included elsewhere in this Annual Report Years ended December 31, 2017 (2) 2016 2015 2014 (1) 2013 (1) (dollars in thousands except per unit amounts) Operations Data: Revenue$183,272 $164,924 $152,510 $150,062 $158,886 Direct operating costs and expenses (67,700) (68,415) (64,033) (66,183) (69,390) General and administrative expenses (19,433) (14,100) (14,749) (13,941) (14,525) Insurance expenses (4,064) (4,081) (3,756) (3,711) (3,763) Equity-based compensation expense (2,999) (3,263) (1,411) (2,221) (1,599) Depreciation and amortization (35,960) (32,383) (30,650) (29,522) (29,568) Loss on disposition of assets — — — — (1,294) Earnings (loss) from unconsolidated affiliates 7,071 10,029 11,948 4,443 (321) Operating income 60,187 52,711 49,859 38,927 38,426 Other expenses: Interest expense (10,473) (7,787) (7,396) (5,489) (2,712) Amortization of deferred financing costs (1,221) (818) (774) (975) (975) Foreign currency transaction loss — — — — (13) Net earnings 48,493 44,106 41,689 32,463 34,726 Less—earnings allocable to general partner interestincluding incentive distribution rights (12,705) (9,340) (7,506) (7,167) (5,929) Net earnings allocable to limited partners$35,788 $34,766 $34,183 $25,296 $28,797 Net earnings per limited partner unit—basic$2.20 $2.14 $2.12 $1.57 $1.90 Net earnings per limited partner unit—diluted$2.20 $2.14 $2.12 $1.57 $1.90 Other Financial Data: Net cash provided by operating activities$103,704 $79,107 $87,480 $60,929 $64,235 Net cash used in investing activities$(337,070) $(69,089) $(34,153) $(50,702) $(119,958) Net cash provided by (used in) financing activities$233,696 $(10,106) $(55,950) $(10,186) $52,192 Cash distributions declared per common unit attributable tothe period$2.990 $2.780 $2.665 $2.655 $2.590 Balance Sheet Data (at period end): Property, plant and equipment, net$655,053 $416,748 $388,423 $385,301 $407,045 Investments in unconsolidated affiliates(1)$233,181 $241,093 $246,700 $249,676 $211,605 Total assets$987,003 $689,694 $656,687 $664,057 $648,432 Long-term debt$593,200 $291,800 $248,000 $252,000 $212,000 Partners’ equity$364,217 $372,734 $383,971 $391,465 $408,467 (1)Our investments in unconsolidated affiliates include a 42.5% ownership interest in BOSTCO and a 50% ownershipinterest in Frontera. BOSTCO is a terminal facility located on the Houston Ship Channel with approximately 7.1 millionbarrels of storage capacity at a construction cost of approximately $539 million. Our total contributions wereapproximately $237 million. We funded our payments for BOSTCO primarily utilizing borrowings under our revolvingcredit facility. The BOSTCO facility began initial commercial operation in the fourth quarter of 2013. Completion of theapproximately 7.1 million barrels of storage capacity and related infrastructure occurred in the third quarter of 2014.43 Table of Contents (2)On December 15, 2017, we acquired the West Coast terminals from a third party for a total purchase price of$276.8 million. The West Coast terminals represent two waterborne refined product and crude oil terminals located inthe San Francisco Bay Area refining complex with a total of 64 storage tanks with approximately 5.0 million barrels ofactive storage capacity. The West Coast terminals have access to domestic and international crude oil and refinedproducts markets through marine, pipeline, truck and rail logistics capabilities. The accompanying consolidatedfinancial statements include the assets, liabilities and results of operations of the West Coast terminals from December15, 2017. ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONSThe following discussion and analysis of the results of operations and financial condition should be read inconjunction with the accompanying consolidated financial statements included elsewhere in this Annual Report.OVERVIEWWe are a refined petroleum products terminaling and pipeline transportation company formed in February 2005 as aDelaware limited partnership. We are controlled by our general partner, TransMontaigne GP, which is a wholly‑ownedindirect subsidiary of ArcLight. Prior to February 1, 2016, TransMontaigne LLC, a wholly owned subsidiary of NGL, ownedall of the issued and outstanding ownership interests of TransMontaigne GP. At December 31, 2017, our operations arecomposed of:·Eight refined product terminals located in Florida (“Gulf Coast terminals”), with an aggregate active storagecapacity of approximately 7.0 million barrels, that provide integrated terminaling services to NGL, RaceTracPetroleum Inc., Glencore Ltd., Trafigura, World Fuel Services Corporation, ExxonMobil Oil Corporation,United States Government, Motiva Enterprises LLC, and other distribution and marketing companies.·A 67‑mile interstate refined products pipeline, which we refer to as the Razorback pipeline, that transportsgasoline and distillates for customers of Magellan Pipeline Company, L.P. from our two refined productterminals, one located in Mount Vernon, Missouri and the other located in Rogers, Arkansas, which we refer toas our Razorback terminals. These terminals have an aggregate active storage capacity of approximately 0.4million barrels and are leased to Magellan Pipeline Company, L.P. under a ten-year capacity agreement.·One crude oil terminal located in Cushing, Oklahoma with an aggregate active storage capacity ofapproximately 1.0 million barrels that provides integrated terminaling services to Castleton CommoditiesInternational LLC.·One refined product terminal located in Oklahoma City, Oklahoma, with aggregate active storage capacity ofapproximately 0.2 million barrels, that provides integrated terminaling services to a third party distribution andmarketing company.·One refined product terminal located in Brownsville, Texas with aggregate active storage capacity ofapproximately 0.9 million barrels that provides integrated terminaling services to PMI Trading Ltd. and otherdistribution and marketing companies.·A 16‑mile LPG pipeline, which we refer to as the Diamondback pipeline, that extends from our Brownsville,Texas facility to the U.S./Mexico border. At the U.S. border the Diamondback pipeline connects to a pipelineand storage terminal in Matamoros, Mexico, owned by a third party.·A 50/50 joint venture with PMI, an indirect subsidiary of PEMEX, for the operation of the Frontera lightpetroleum products terminal located in Brownsville, Texas with an aggregate active storage capacity of44 Table of Contents approximately 1.5 million barrels that provides services to PMI Trading Ltd. and other distribution andmarketing companies.·A 42.5%, general voting, Class A Member ownership interest in BOSTCO. BOSTCO is a fully subscribed,7.1 million barrel terminal facility on the Houston Ship Channel designed to handle residual fuel, feedstocks,distillates and other black oils. The BOSTCO facility began initial commercial operations in the fourth quarterof 2013. Completion of the approximately 7.1 million barrels of storage capacity and related infrastructure occurred at the end of the third quarter of 2014.·Twelve refined product terminals located along the Mississippi and Ohio rivers (“River terminals”) withaggregate active storage capacity of approximately 2.7 million barrels and the Baton Rouge, Louisiana dockfacility that provide integrated terminaling services to Valero Marketing and Supply Company and otherdistribution and marketing companies.·Twenty‑two refined product terminals located along the Colonial and Plantation pipelines (“Southeastterminals”) with aggregate active storage capacity of approximately 11.9 million barrels that providesintegrated terminaling services to NGL, Castleton Commodities International LLC and the United StatesGovernment.·Two refined product terminals located in close proximity to three San Francisco Bay refineries and the origin ofthe North California products pipeline distribution system, which we refer to as the West Coast terminals. Theseterminals have aggregate active storage capacity of approximately 5.0 million barrels. We acquired the WestCoast terminals in December 2017.We provide integrated terminaling, storage, transportation and related services for customers engaged in thedistribution and marketing of light refined petroleum products, heavy refined petroleum products, crude oil, chemicals,fertilizers and other liquid products. Light refined products include gasolines, diesel fuels, heating oil and jet fuels. Heavyrefined products include residual fuel oils and asphalt.We do not take ownership of or market products that we handle or transport and, therefore, we are not directlyexposed to changes in commodity prices, except for the value of product gains and losses arising from certain of ourterminaling services agreements with our customers. The volume of product that is handled, transported through or stored inour terminals and pipelines is directly affected by the level of supply and demand in the wholesale markets served by ourterminals and pipelines. Overall supply of refined products in the wholesale markets is influenced by the products’ absoluteprices, the availability of capacity on delivering pipelines and vessels, fluctuating refinery margins and the markets’perception of future product prices. The demand for gasoline typically peaks during the summer driving season, whichextends from April to September, and declines during the fall and winter months. The demand for marine fuels typicallypeaks in the winter months due to the increase in the number of cruise ships originating from the Florida ports. Despite theseseasonalities, the overall impact on the volume of product throughput in our terminals and pipelines is not material.Our customer base has diversified over the past few years away from affiliates to third party customers. As ofDecember 31, 2017 affiliates are no longer our largest customers and our agreements with them do not provide a substantialamount of our revenue. Our revenue from affiliates represents approximately 4%, 5% and 28%, of our revenue for the yearsended December 31, 2017, 2016 and 2015, respectively, and is primarily earned pursuant to terminaling services agreements(see Note 2 of Notes to consolidated financial statements).45 Table of Contents SIGNIFICANT DEVELOPMENTS SINCE THE FILING OF OUR PRIOR YEAR FORM 10-KEXPANSION OF ASSETS West Coast terminals acquisition. On December 15, 2017, we acquired the West Coast terminals from a third partyfor a total purchase price of approximately $276.8 million. The West Coast terminals represent two waterborne refinedproduct and crude oil terminals located in the San Francisco Bay Area refining complex with a total of 64 storage tanks withapproximately 5.0 million barrels of active storage capacity. The West Coast terminals have access to domestic andinternational crude oil and refined products markets through marine, pipeline, truck and rail logistics capabilities.. Pursuantto a new long-term terminaling services agreement with a third party customer, we have begun the construction of anadditional 125,000 barrels of storage capacity at one of the terminals. The acquisition of the West Coast terminals wasfinanced with borrowings under our credit facility and, in connection with the acquisition, we entered into an amendment toour revolving credit facility on December 14, 2017, which increased the lender commitments under our revolving creditfacility from $600 million to $850 million. Expansion of our Collins bulk storage terminal. Our Collins/Purvis, Mississippi terminal complex is strategicallylocated for the bulk storage market and is the only independent terminal capable of receiving from, delivering to, andtransferring refined petroleum products between the Colonial and Plantation pipeline systems. We previously entered intolong-term terminaling services agreements with various customers for approximately 2 million barrels of new tank capacity atour Collins, terminal. The revenue associated with these agreements came on-line upon completion of the construction of thenew tank capacity at various stages beginning in the fourth quarter of 2016 through the second quarter of 2017. Theaggregate cost of the approximately 2.0 million barrels of new tank capacity was approximately $75 million. With thecompletion of our Phase I expansion, our Collins/Purvis terminal complex has current active storage capacity ofapproximately 5.4 million barrels.In addition to the Phase I expansion at our Collins terminal, in the second half of 2017 we obtained an air permit foran additional 5.0 million barrels of capacity for a Phase II buildout. We have started the design and construction of 870,000barrels of new storage capacity supported by the execution of a new long-term, fee-based terminaling services agreement witha third party customer, which constitutes the beginning of a Phase II buildout. To facilitate our further expansion of tankageat Collins, we also recently entered into an agreement with Colonial Pipeline Company for significant improvements to theColonial Pipeline receipt and delivery manifolds and our related receipt and delivery facilities. The improvements will resultin significant increased flexibility for our Collins customers including the simultaneous receipt and delivery of gasoline fromand to Colonial’s Line 1 at full line rates including the ability to receive and deliver segregated batches at these rates; adedicated and segregated line for the receipt and delivery of distillates from and to Colonial’s Line 2; and a dedicated andsegregated line for the receipt and delivery of jet fuel from and to Colonial’s Line 2. The anticipated cost of theapproximately 870,000 barrels of new storage capacity and our share of the improvements to the pipeline connections isapproximately $55 million, with expected annual cash returns in the low-teens. We are currently in active discussions withseveral other existing and prospective customers regarding additional future capacity at our Collins terminal.Right of first offer agreements with Pike West Coast Holdings. On August 4, 2017 we entered into a right offirst offer agreement with Pike West Coast Holdings, LLC, or Pike, a subsidiary of ArcLight. Pike owns 100% of theoutstanding membership interests in SeaPort Midstream Holdings, LLC, or SMH, which owns an equity interest in SeaPortMidstream Partners, LLC, or SMP. SMH and BP West Coast Products LLC formed SMP as a joint venture that focuses onrefined product logistics infrastructure assets in the U.S. Pacific Northwest, including two refined product terminals in Seattle,Washington and Portland, Oregon. TLP Management Services, LLC an ArcLight subsidiary, operates the terminals under amulti-year operating agreement. In addition, on September 12, 2017 we entered into a separate right of first offer agreementwith Pike relating to Pike’s ownership of 100% of the outstanding membership interests of SeaPort Pipeline Holdings, LLC,or SPH, which owns a 30% membership interest in Olympic Pipe Line Company LLC. The Olympic Pipeline is a regulatedinterstate refined products pipeline system that spans approximately 400 miles across the states of Washington and Oregon.Pursuant to these agreements Pike granted us a right of first offer to acquire its 100% ownership interests in SMH and/or SPH.46 Table of Contents FINANCINGCredit facility amendment. In connection with our West Coast Acquisition, we entered into an amendment to ourrevolving credit facility on December 14, 2017, which increased the lender commitments under our revolving credit facilityfrom $600 million to $850 million (the “Credit Facility Amendment”).Ninth consecutive increase in quarterly distribution. On January 16, 2018, we announced a quarterly distributionof $0.77 per unit for the three months ended December 31, 2017. This $0.015 increase over the previous quarter reflects theninth consecutive increase in our distribution and represents annual growth of 8.5% over the fourth quarter of last year. Thisdistribution was paid on February 8, 2018 to unitholders of record on January 31, 2018.Public offering of senior notes. On February 12, 2018, the Partnership and TLP Finance Corp., our wholly ownedsubsidiary completed the issuance and sale of $300 million in aggregate principal amount of 6.125% senior notes, issued atpar and due 2026 (the “senior notes”). The senior notes were guaranteed on a senior unsecured basis by each of our whollyowned subsidiaries that guarantee obligations under our revolving credit facility. The net proceeds were used primarily torepay indebtedness under our revolving credit facility.NATURE OF REVENUE AND EXPENSESWe derive revenue from our terminal and pipeline transportation operations by charging fees for providingintegrated terminaling, transportation and related services. The fees we charge, our other sources of revenue and our directcosts and expenses are described below.Terminaling services fees. We generate terminaling services fees by receiving, storing and distributing products forour customers. Terminaling services fees include throughput fees based on the volume of product distributed from thefacility, injection fees based on the volume of product injected with additive compounds and storage fees based on a rate perbarrel of storage capacity per month.Pipeline transportation fees. We earn pipeline transportation fees at our Diamondback pipeline based on thevolume of product transported and the distance from the origin point to the delivery point. We earn pipeline transportationfees at our Razorback pipeline based on an allocation of the aggregate fees charged under the capacity agreement with ourcustomer who has contracted for 100% of our Razorback system. Federal Energy Regulatory Commission, or FERC regulatesthe tariff on these pipelines.Management fees and reimbursed costs. We manage and operate certain tank capacity at our Port Everglades Southterminal for a major oil company and receive a reimbursement of its proportionate share of operating and maintenance costs.We manage and operate Frontera and receive a management fee based on our costs incurred. We also currently manage andoperate for an affiliate of PEMEX, Mexico’s state-owned petroleum company, a bi-directional products pipeline connected toour Brownsville, Texas terminal facility and receive a management fee and reimbursement of costs. This operatingarrangement will expire in the second quarter of 2018, after which a third party will take operatorship of the pipeline. Wemanage and operate rail sites at certain Southeast terminals on behalf of a major oil company and receive reimbursement foroperating and maintenance costs.Other revenue. We provide ancillary services including heating and mixing of stored products, product transfer,railcar handling, butane blending, wharfage and vapor recovery. Pursuant to terminaling services agreements with certainthroughput customers, we are entitled to the volume of net product gained resulting from differences in the measurement ofproduct volumes received and distributed at our terminaling facilities.Direct operating costs and expenses. The direct operating costs and expenses of our operations include the directlyrelated wages and employee benefits, utilities, communications, maintenance and repairs, property taxes, rent, vehicleexpenses, environmental compliance costs, materials and supplies needed to operate our terminals and pipelines.General and administrative expenses. The general and administrative expenses of our operations include anadministrative fee paid to the owner of TransMontaigne GP for indirect corporate overhead to cover costs of centralized47 Table of Contents corporate functions such as legal, accounting, treasury, insurance administration and claims processing, health, safety andenvironmental, information technology, human resources, credit, payroll, taxes, engineering and other corporate services.General and administrative expenses also include direct general and administrative expenses for third party accounting costsassociated with annual and quarterly reports and tax return and Schedule K‑1 preparation and distribution and legal fees.Insurance expenses. Insurance expenses include charges for insurance premiums to cover costs of insuring activitiessuch as property, casualty, pollution, automobile, directors’ and officers’ liability, and other insurable risks.CRITICAL ACCOUNTING POLICIES AND ESTIMATESA summary of the significant accounting policies that we have adopted and followed in the preparation of ourhistorical consolidated financial statements is detailed in Note 1 of Notes to consolidated financial statements. Certain ofthese accounting policies require the use of estimates. The following estimates, in management’s opinion, are subjective innature, require the exercise of judgment and involve complex analyses: useful lives of our plant and equipment and accruedenvironmental obligations. These estimates are based on our knowledge and understanding of current conditions and actionswe may take in the future. Changes in these estimates will occur as a result of the passage of time and the occurrence of futureevents. Subsequent changes in these estimates may have a significant impact on our financial condition and results ofoperations (see Note 1 of Notes to consolidated financial statements).Useful lives of plant and equipment. We calculate depreciation using the straight‑line method, based on estimateduseful lives of our assets. These estimates are based on various factors including age (in the case of acquired assets),manufacturing specifications, technological advances and historical data concerning useful lives of similar assets.Uncertainties that impact these estimates include changes in laws and regulations relating to restoration, economicconditions and supply and demand in the area. When assets are put into service, we make estimates with respect to usefullives that we believe to be reasonable. However, subsequent events could cause us to change our estimates, thus impactingthe future calculation of depreciation. Estimated useful lives are 15 to 25 years for terminals and pipelines and 3 to 25 yearsfor furniture, fixtures and equipment.Accrued environmental obligations. At December 31, 2017, we have an accrued liability of approximately$1.9 million representing our best estimate of the undiscounted future payments we expect to pay for environmental costs toremediate existing conditions. Estimates of our environmental obligations are subject to change due to a number of factorsand judgments involved in the estimation process, including the early stage of investigation at certain sites, the lengthy timeframes required to complete remediation, technology changes affecting remediation methods, alternative remediationmethods and strategies and changes in environmental laws and regulations. Changes in our estimates and assumptions mayoccur as a result of the passage of time and the occurrence of future events.Costs incurred to remediate existing contamination at the terminals we acquired from TransMontaigne LLC havebeen, and are expected in the future to be, insignificant. Pursuant to agreements with TransMontaigne LLC,TransMontaigne LLC retained 100% of these liabilities and indemnified us against certain potential environmental claims,losses and expenses associated with the operation of the acquired terminal facilities and occurring before our date ofacquisition from TransMontaigne LLC, up to a maximum liability for these indemnification obligations (not to exceed$15.0 million for the Florida and Midwest terminals acquired on May 27, 2005, not to exceed $15.0 million for theBrownsville and River facilities acquired on December 31, 2006, not to exceed $15.0 million for the Southeast terminalsacquired on December 31, 2007 and not to exceed $2.5 million for the Pensacola terminal acquired on March 1, 2011). Theforgoing environmental indemnification obligations of TransMontaigne LLC to us remain in place and were not affected bythe ArcLight acquisition. Business combination estimates and assumptions. The application of business combination and impairmentaccounting requires us to use significant estimates and assumptions in determining the fair value of assets and liabilities. Theacquisition method of accounting for business combinations requires us to estimate the fair value of assets acquired andliabilities assumed to allocate the proper amount of the purchase price consideration between goodwill and the assets that aredepreciated and amortized. We record intangible assets separately from goodwill and amortize intangible assets48 Table of Contents with finite lives over their estimated useful life as determined by management. We do not amortize goodwill but insteadperiodically assess goodwill for impairment.For all material acquisitions, we engage the services of an independent appraiser to assist us in determining the fairvalue of the acquired assets and liabilities, including goodwill; however, the ultimate determination of those values is theresponsibility of our management. We base our estimates on assumptions believed to be reasonable, but which are inherentlyuncertain. These valuations require the use of management’s assumptions, which would not reflect unanticipated events andcircumstances that may occur.RESULTS OF OPERATIONS—YEARS ENDED DECEMBER 31, 2017, 2016 AND 2015ANALYSIS OF REVENUETotal revenue. We derive revenue from our terminal and pipeline transportation operations by charging fees forproviding integrated terminaling, transportation and related services. Our total revenue by category was as follows (inthousands): Total Revenue by Category Year ended Year ended Year ended December 31, December 31, December 31, 2017 2016 2015 Terminaling services fees $145,544 $126,090 $114,235 Pipeline transportation fees 5,719 6,789 6,613 Management fees and reimbursed costs 9,202 8,844 7,626 Other 22,807 23,201 24,036 Revenue $183,272 $164,924 $152,510 See discussion below for a detailed analysis of terminaling services fees, pipeline transportation fees, managementfees and reimbursed costs and other revenue included in the table above.We operate our business and report our results of operations in six principal business segments: (i) Gulf Coastterminals, (ii) Midwest terminals and pipeline system, (iii) Brownsville terminals, (iv) River terminals, (v) Southeast terminalsand (vi) West Coast terminals. The aggregate revenue of each of our business segments was as follows (in thousands): Year ended Year ended Year ended December 31, December 31, December 31, 2017 2016 2015 Gulf Coast terminals $62,941 $56,710 $53,708 Midwest terminals and pipeline system 10,997 11,201 11,422 Brownsville terminals 20,645 25,485 25,703 River terminals 10,947 12,578 10,194 Southeast terminals 76,004 58,950 51,483 West Coast terminals 1,738 — — Revenue $183,272 $164,924 $152,510 49 Table of Contents Total revenue by business segment is presented and further analyzed below by category of revenue.Terminaling services fees. Pursuant to terminaling services agreements with our customers, which range from onemonth to several years in duration, we generate fees by distributing and storing products for our customers. Terminalingservices fees include throughput fees based on the volume of product distributed from the facility, injection fees based on thevolume of product injected with additive compounds and storage fees based on a rate per barrel of storage capacity permonth. The terminaling services fees by business segments were as follows (in thousands): Terminaling Services Fees by Business Segment Year ended Year ended Year ended December 31, December 31, December 31, 2017 2016 2015 Gulf Coast terminals $50,613 $45,903 $42,049 Midwest terminals and pipeline system 8,443 8,590 8,330 Brownsville terminals 7,591 8,234 8,037 River terminals 10,174 9,664 9,316 Southeast terminals 67,323 53,699 46,503 West Coast terminals (1) 1,400 — — Terminaling services fees $145,544 $126,090 $114,235 The increase in terminaling services fees at our Gulf Coast terminals for the year ended December 31, 2017 includesan increase of approximately $1.4 million resulting from re-contracting capacity at Port Manatee, Florida in July 2016 andNovember 2016. The increase in terminaling services fees at our Gulf Coast terminals also includes an increase ofapproximately $1.4 million resulting from increased throughput by various customers and $0.7 million resulting fromcontracting refurbished capacity at Port Manatee and Jacksonville, Florida in May 2017. The increase in terminaling servicesfees at our Gulf Coast terminals for the year ended December 31, 2016 includes an increase of approximately $1.4 millionresulting from the majority of the light oil tankage at our Port Manatee terminal being offline for approximately four monthsduring the year ended December 31, 2015 in order to complete enhancements for a new customer at this facility. Theenhanced tankage at Port Manatee became available to the third party customer in July of 2015. The increase in terminalingservices fees at our Gulf Coast terminals also includes an increase of approximately $1.1 million resulting from theacquisition of the Port Everglades, Florida hydrant system on January 28, 2016 and an increase of approximately$0.8 million due to re-contracting our bunker fuel capacity at Port Manatee, vacant since May 31, 2014, to third partycustomers.The increase in terminaling services fees at our Southeast terminals for the year ended December 31, 2017 includesan increase of approximately $12.9 million resulting from placing into service approximately 2.0 million barrels of new tankcapacity at our Collins, MS bulk storage terminal in various stages beginning in the fourth quarter of 2016 through thesecond quarter of 2017. The increase in terminaling services fees at our Southeast terminals for the year ended December 31,2016 includes an increase of approximately $4.6 million resulting from us entering into a new five year agreement with athird party customer for approximately 2.7 million barrels of existing capacity at our Collins/Purvis, Mississippi bulk storageterminal, commencing January 1, 2016. The new agreement replaced the previous agreement we had with the third partycustomer for this tankage and contains an increase to the minimum throughput fees. The increase in terminaling services feesat our Southeast terminals also includes an increase of approximately $1.3 million from us entering into a new five yearagreement with a third party customer for approximately 1.2 million barrels of existing and new capacity at ourCollins/Purvis, Mississippi bulk storage terminal, commencing January 1, 2016.The increase in terminaling services fees at our West Coast terminals for the year ended December 31, 2017 is aresult of the West Coast terminals acquisition on December 15, 2017.Included in terminaling services fees for the years ended December 31, 2017, 2016 and 2015 are fees charged toaffiliates of approximately $1.6 million, $3.1 million and $34.8 million, respectively.50 Table of Contents Our terminaling services agreements are structured as either throughput agreements or storage agreements. Most ofour throughput agreements contain provisions that require our customers to make minimum payments, which are based oncontractually established minimum volume of throughput of the customer’s product at our facilities over the term of therespective agreement. Due to this minimum payment arrangement, we recognize a fixed amount of revenue from the customerover the term of the respective agreement, even if the customer throughputs less than the minimum volume of product duringthat period. If a customer throughputs a volume of product that exceeds the contractually established minimum volume, wewould recognize additional revenue on this incremental volume. Our storage agreements require our customers to makeminimum payments based on the volume of storage capacity available to the customer under the agreement, which results ina fixed amount of revenue recognized.We refer to the fixed amount of revenue recognized pursuant to our terminaling services agreements as being “firmcommitments.” Revenue recognized in excess of firm commitments and revenue recognized based solely on the volume ofproduct distributed or injected at our facilities are referred to as “ancillary.” The majority of our “ancillary” terminalingservices fees for each of the last three years ended December 31, 2017 have been derived from fees we charge to ourcustomers to inject additive compounds into product that the customer is storing at our terminals. The “firm commitments”and “ancillary” revenue included in terminaling services fees were as follows (in thousands): Firm Commitments and AncillaryTerminaling Services Fees Year ended Year ended Year ended December 31, December 31, December 31, 2017 2016 2015 Firm commitments $135,197 $116,341 $107,074 Ancillary 10,347 9,749 7,161 Terminaling services fees $145,544 $126,090 $114,235 The remaining terms on the terminaling services agreements that generated “firm commitments” for the year endedDecember 31, 2017 were as follows (in thousands):Less than 1 year remaining $7,223 1 year or more, but less than 3 years remaining 40,510 3 years or more, but less than 5 years remaining 51,568 5 years or more remaining 35,896 Total firm commitments for the year ended December 31, 2017 $135,197 51 Table of Contents Pipeline transportation fees. We earned pipeline transportation fees at our Diamondback and Ella‑Brownsvillepipelines based on the volume of product transported and the distance from the origin point to the delivery point. We earnpipeline transportation fees at our Razorback pipeline based on an allocation of the aggregate fees charged under thecapacity agreement with our customer who has contracted for 100% of our Razorback system. We own the Razorback andDiamondback pipelines, and we leased the Ella‑Brownsville pipeline from a third party. The Federal Energy RegulatoryCommission regulates the tariff on our pipelines. The pipeline transportation fees by business segments were as follows (inthousands): Pipeline Transportation Fees by Business Segment Year ended Year ended Year ended December 31, December 31, December 31, 2017 2016 2015 Gulf Coast terminals $ — $ — $ — Midwest terminals and pipeline system 1,732 1,732 1,694 Brownsville terminals 3,987 5,057 4,919 River terminals — — — Southeast terminals — — — West Coast terminals — — — Pipeline transportation fees $5,719 $6,789 $6,613 Included in pipeline transportation fees for the each of the years ended December 31, 2017, 2016 and 2015 are feescharged to affiliates of approximately $nil.Management fees and reimbursed costs. We manage and operate for a major oil company certain tank capacity atour Port Everglades (South) terminal and receive reimbursement of their proportionate share of operating and maintenancecosts. We manage and operate for an affiliate of Mexico’s state‑owned petroleum company a bi‑directional products pipelineconnected to our Brownsville, Texas terminal facility and receive a management fee and reimbursement of costs. We expectthis operating arrangement to expire in the second quarter of 2018, after which it is anticipated that a third party will takeoperatorship of the pipeline. We manage and operate the Frontera terminal facility located in Brownsville, Texas for amanagement fee based on our costs incurred. Frontera is an unconsolidated affiliate for which we have a 50% ownershipinterest. We manage and operate rail sites at certain Southeast terminals on behalf of a major oil company and receivereimbursement for operating and maintenance costs. The management fees and reimbursed costs by business segments wereas follows (in thousands): Management Fees and Reimbursed Costs by Business Segment Year ended Year ended Year ended December 31, December 31, December 31, 2017 2016 2015 Gulf Coast terminals $983 $1,108 $897 Midwest terminals and pipeline system — — — Brownsville terminals 7,472 7,326 6,729 River terminals — — — Southeast terminals 747 410 — West Coast terminals — — — Management fees and reimbursed costs $9,202 $8,844 $7,626 Included in management fees and reimbursed costs for the years ended December 31, 2017, 2016 and 2015 are feescharged to affiliates of approximately $5.3 million, $5.0 million and $4.4 million, respectively.52 Table of Contents Other revenue. We provide ancillary services including heating and mixing of stored products, product transfer,railcar handling, butane blending, wharfage and vapor recovery. Pursuant to terminaling services agreements with certainthroughput customers, we are entitled to the volume of product gained resulting from differences in the measurement ofproduct volumes received and distributed at our terminaling facilities. Consistent with recognized industry practices,measurement differentials occur as the result of the inherent variances in measurement devices and methodology. Werecognize as revenue the net proceeds from the sale of the product gained. Other revenue is composed of the following (inthousands): Principal Components of Other Revenue Year ended Year ended Year ended December 31, December 31, December 31, 2017 2016 2015 Product gains $10,718 $6,746 $7,526 Steam heating fees 3,124 2,811 4,042 Product transfer services 882 1,135 1,371 Butane blending fees 2,387 1,810 1,360 Railcar handling 289 293 565 Other 5,407 10,406 9,172 Other revenue $22,807 $23,201 $24,036 For the years ended December 31, 2017, 2016 and 2015, we sold approximately 171,000, 119,000 and 117,000barrels, respectively, of product gained resulting from differences in the measurement of product volumes received anddistributed at our terminaling facilities at average prices of $69, $57 and $64 per barrel, respectively. Pursuant to ourterminaling services agreement related to the Southeast terminals, we rebate our customer 50% of the proceeds we receiveannually in excess of $4.2 million from the sale of product gains at our Southeast terminals. For the years endedDecember 31, 2017 and 2016, we have accrued a liability due to our customer of approximately $1.1 million and $nil,representing our rebate liability.The decrease in other, included in other revenue, for the year ended December 31, 2017 is primarily due to anapproximately $1.9 million one-time payment to us at our Brownsville terminals related to the settlement of litigation withour LPG customer, an approximately $1.7 million one-time payment to us at our River terminals related to property damagecaused by a customer and an approximately $0.9 million one-time payment to us at our Gulf Coast terminals related toproperty damage caused by a customer during the prior year ended December 31, 2016. Included in other revenue for the years ended December 31, 2017, 2016 and 2015 are amounts charged to affiliatesof approximately $0.3 million, $0.3 million and $3.7 million, respectively.The other revenue by business segments were as follows (in thousands): Other Revenue by Business Segment Year ended Year ended Year ended December 31, December 31, December 31, 2017 2016 2015 Gulf Coast terminals $11,345 $9,699 $10,762 Midwest terminals and pipeline system 822 879 1,398 Brownsville terminals 1,595 4,868 6,018 River terminals 773 2,914 878 Southeast terminals 7,934 4,841 4,980 West Coast terminals 338 — — Other revenue $22,807 $23,201 $24,036 53 Table of Contents ANALYSIS OF COSTS AND EXPENSESThe direct operating costs and expenses of our operations include the directly related wages and employee benefits,utilities, communications, repairs and maintenance, rent, property taxes, vehicle expenses, environmental compliance costs,materials and supplies. Consistent with historical trends, repairs and maintenance expenses can vary year-to-year based onthe timing of scheduled maintenance and unforeseen circumstances necessitating repairs to our terminals and pipelines. Thedirect operating costs and expenses of our operations were as follows (in thousands): Direct Operating Costs and Expenses Year ended Year ended Year ended December 31, December 31, December 31, 2017 2016 2015 Wages and employee benefits $24,923 $24,119 $22,348 Utilities and communication charges 8,335 7,677 7,607 Repairs and maintenance 12,259 15,432 14,657 Office, rentals and property taxes 10,117 9,494 9,169 Vehicles and fuel costs 714 838 964 Environmental compliance costs 2,696 3,403 2,618 Other 8,656 7,452 6,670 Direct operating costs and expenses $67,700 $68,415 $64,033 The direct operating costs and expenses of our business segments were as follows (in thousands): Direct Operating Costs and Expenses by Business Segment Year ended Year ended Year ended December 31, December 31, December 31, 2017 2016 2015 Gulf Coast terminals $22,829 $22,952 $19,147 Midwest terminals and pipeline system 2,859 3,220 3,000 Brownsville terminals 10,447 11,338 12,152 River terminals 6,624 7,957 7,126 Southeast terminals 24,302 22,948 22,608 West Coast terminals 639 — — Direct operating costs and expenses $67,700 $68,415 $64,033 General and administrative expenses include an administrative fee paid to the owner of TransMontainge GP forindirect corporate overhead to cover costs of centralized corporate functions such as legal, accounting, treasury, insuranceadministration and claims processing, health, safety and environmental, information technology, human resources, credit,payroll, taxes, engineering and other corporate services. The administrative fee paid to the owner of TransMontainge GP forthe years ended December 31, 2017, 2016 and 2015 were approximately $12.8 million, $11.4 million and $11.3 million,respectively. General and administrative expenses also include direct general and administrative expenses for third partyaccounting costs associated with annual and quarterly reports and tax return and Schedule K‑1 preparation and distributionand legal fees. The direct general and administrative expenses for the years ended December 31, 2017, 2016 and 2015 wereapproximately $6.6 million, $2.7 million and $3.5 million, respectively. The increase in direct general and administrativeexpenses for the year ended December 31, 2017 is primarily attributable to pursuing acquisition opportunities.Insurance expenses include charges for insurance premiums to cover costs of insuring activities such as property,casualty, pollution, automobile, directors’ and officers’ liability, and other insurable risks. Prior to October 31, 2016, we paidthe owner of TransMontainge GP for insurance policies purchased on our behalf to cover our facilities and operations. For theyears ended December 31, 2017, 2016 and 2015, the insurance expense paid to the owner of TransMontaigne GP wasapproximately $nil, $3.1 million and $3.8 million, respectively. On October 31, 2016, we54 Table of Contents contracted directly with insurance carriers for the majority of our insurance requirements. For the years ended December 31,2017, 2016 and 2015, the expense associated with insurance contracted directly by us was $4.1 million, $1.0 million and$nil, respectively.Equity-based compensation expense includes expense associated with us reimbursing an affiliate ofTransMontaigne GP for awards granted by them to certain key officers and employees who provide service to us that vestover future service periods and grants to the independent directors of our general partner under our long-term incentive plan.We have the intent and ability to settle our reimbursement for the bonus awards by issuing additional common units, andaccordingly, we account for the bonus awards as an equity award. The expenses associated with these reimbursements wereapproximately $3.0 million, $3.3 million and $1.4 million for the years ended December 31, 2017, 2016 and 2015,respectively.Depreciation and amortization expenses for the years ended December 31, 2017, 2016 and 2015 were approximately$36.0 million, $32.4 million and $30.7 million, respectively. The increase in Depreciation and amortization expense for theyear ended December 31, 2017 is primarily attributable to placing the Collins, Mississippi expansion project in service invarious stages beginning in the fourth quarter of 2016 through the second quarter of 2017.Interest expense for the years ended December 31, 2017, 2016 and 2015 was approximately $10.5 million, $7.8million and $7.4 million, respectively. The increase in interest expense for the year ended December 31, 2017 is primarilyattributable to increased spend on the Collins, Mississippi expansion project, the acquisition of the West Coast terminals andan increase in LIBOR.ANALYSIS OF INVESTMENTS IN UNCONSOLIDATED AFFILIATESAt December 31, 2017, 2016 and 2015, our investments in unconsolidated affiliates include a 42.5% Class Aownership interest in BOSTCO and a 50% ownership interest in Frontera. BOSTCO is a terminal facility located on theHouston Ship Channel that encompasses approximately 7.1 million barrels of distillate, residual and other black oil productstorage. Class A and Class B ownership interests share in cash distributions on a 96.5% and 3.5% basis, respectively. Class Bownership interests do not have voting rights and are not required to make capital investments. Frontera is a terminal facilitylocated in Brownsville, Texas that encompasses approximately 1.5 million barrels of light petroleum product storage, as wellas related ancillary facilities.The following table summarizes our investments in unconsolidated affiliates: Percentage of Carrying value ownership (in thousands) December 31, December 31, December 31, December 31, 2017 2016 2017 2016 BOSTCO 42.5% 42.5% $209,373 $217,941 Frontera 50% 50% 23,808 23,152 Total investments in unconsolidated affiliates $233,181 $241,093 Earnings from investments in unconsolidated affiliates were as follows (in thousands): December 31, December 31, December 31, 2017 2016 2015 BOSTCO $3,543 $6,933 $9,968 Frontera 3,528 3,096 1,980 Total earnings from investments in unconsolidated affiliates $7,071 $10,029 $11,948 55 Table of Contents The decrease in earnings from our investment in BOSTCO for the year ended December 31, 2017 is primarilyattributable to increased dredging costs and the terminal being offline revenue for a few days due to Hurricane Harvey. Therewas no damage to the terminal as a result of Hurricane Harvey. The decrease in earnings from our investment in BOSTCO forthe year ended December 31, 2016 is primarily attributable to a one-time gain resulting from a contract buy-out by one of theBOSTCO customers in April of 2015. Our share of the gain during 2015 was approximately $3.4 million.Additional capital investments in unconsolidated affiliates were as follows (in thousands): December 31, December 31, December 31, 2017 2016 2015 BOSTCO $145 $2,125 $4,226 Frontera 2,000 100 500 Additional capital investments in unconsolidated affiliates $2,145 $2,225 $4,726 Cash distributions received from unconsolidated affiliates were as follows (in thousands): December 31, December 31, December 31, 2017 2016 2015 BOSTCO $12,256 $14,331 $16,900 Frontera 4,872 3,530 2,749 Cash distributions received from unconsolidated affiliates $17,128 $17,861 $19,649 The decrease in distributions received from our investment in BOSTCO for the year ended December 31, 2017 isprimarily attributable to increased dredging costs and the terminal being offline revenue for a few days due to HurricaneHarvey. There was no damage to the terminal as a result of Hurricane Harvey. The decrease in distributions received from ourinvestment in BOSTCO for the year ended December 31, 2016 is primarily attributable to a one-time gain resulting from acontract buy-out by one of the BOSTCO customers in April of 2015. Our share of the gain during 2015 was approximately$3.4 million, which we received in cash as a component of our third quarter 2015 distribution from BOSTCO. LIQUIDITY AND CAPITAL RESOURCESOur primary liquidity needs are to fund our working capital requirements, distributions to unitholders, approvedinvestments, approved capital projects and approved future expansion, development and acquisition opportunities. Weexpect to initially fund any investments, capital projects and future expansion, development and acquisition opportunitieswith undistributed cash flows from operations and additional borrowings under our revolving credit facility. After initiallyfunding expenditures with borrowings under our revolving credit facility, we may raise funds through additional equityofferings and debt financings. The proceeds of such equity offerings and debt financings may then be used to reduce ouroutstanding borrowings under our revolving credit facility.Net cash provided by (used in) operating activities, investing activities and financing activities were as follows (inthousands): Year ended December 31, 2017 2016 2015 Net cash provided by operating activities $103,704 $79,107 $87,480 Net cash used in investing activities $(337,070) $(69,089) $(34,153) Net cash provided by (used in) financing activities $233,696 $(10,106) $(55,950) 56 Table of Contents The increase in net cash provided by operating activities for the year ended December 31, 2017 is primarilyattributable to increased revenue related to placing 2.0 million barrels of new tank capacity at our Collins, Mississippi bulkstorage terminal into service in various stages beginning in the fourth quarter of 2016 through the second quarter of 2017, re-contracting of available storage capacity throughout the past year and the timing of working capital requirements. Thedecrease in net cash provided by operating activities for the year ended December 31, 2016 as compared to December 31,2015 is attributable to a decrease in distributions received from our investment in BOSTCO, which is primarily attributableto a one-time gain resulting from a contract buy-out by one of the BOSTCO customers in April of 2015. Our share of the gainduring 2015 was approximately $3.4 million, which we received in cash as a component of our third quarter 2015distribution from BOSTCO. The change in net cash provided by operating activities was also impacted by the timing ofworking capital requirements and increased revenue. The increase in net cash used in investing activities for the year ended December 31, 2017 includes an increase of$276.8 million for the acquisition of the West Coast terminals in December 2017. The increase in net cash used in investingactivities for the year ended December 31, 2016 as compared to December 31, 2015 includes an increase of $12.0 million forthe acquisition of the Port Everglades, Florida hydrant system and an increase of approximately $25.4 million in capitalexpenditures, primarily related to the construction of approximately 2.0 million barrels of new storage capacity at ourCollins/Purvis, Mississippi bulk storage terminal. Management and the board of directors of our general partner haveapproved additional investments and expansion capital projects at our terminals that currently are, or will be, underconstruction with estimated completion dates that extend through the first quarter of 2019. At December 31, 2017, theremaining expenditures to complete the approved projects are estimated to be approximately $70 million, which primarilyrelates to the construction costs associated with the approximately 870,000 barrels of new storage capacity andimprovements to the pipeline connections at our Collins/Purvis bulk storage terminal. The increase in net cash provided by financing activities for the year ended December 31, 2017 includes an increaseof $257.6 million in net borrowings under our revolving credit facility to help fund the increase in investing activities. Thedecrease in net cash used in financing activities for the year ended December 31, 2016 as compared to December 31, 2015includes an increase of $47.8 million in net borrowings under our revolving credit facility to help fund the increase ininvesting activities.Third amended and restated senior secured credit facility. On March 13, 2017, we entered into the third amendedand restated senior secured revolving credit facility, or our “revolving credit facility,” which provided for a maximumborrowing line of credit equal to $600 million. On December 14, 2017 we amended our revolving credit facility, whichincreased the maximum borrowing line of credit to $850 million, in connection with the acquisition of the West Coastterminals. At our request, the maximum borrowing line of credit may be increased by an additional $250 million, subject tothe approval of the administrative agent and the receipt of additional commitments from one or more lenders. The terms ofour revolving credit facility include covenants that restrict our ability to make cash distributions, acquisitions andinvestments, including investments in joint ventures. We may make distributions of cash to the extent of our “availablecash” as defined in our partnership agreement. We may make acquisitions and investments that meet the definition of“permitted acquisitions”; “other investments” which may not exceed 5% of “consolidated net tangible assets”; andadditional future “permitted JV investments” up to $175 million, which may include additional investments in BOSTCO.The principal balance of loans and any accrued and unpaid interest are due and payable in full on the maturity date, March13, 2022.We may elect to have loans under our revolving credit facility bear interest either (i) at a rate of LIBOR plus amargin ranging from 1.75% to 2.75% depending on the total leverage ratio then in effect, or (ii) at the base rate plus a marginranging from 0.75% to 1.75% depending on the total leverage ratio then in effect. We also pay a commitment fee on theunused amount of commitments, ranging from 0.375% to 0.5% per annum, depending on the total leverage ratio then ineffect. Our obligations under our revolving credit facility are secured by a first priority security interest in favor of the lendersin the majority of our assets, including our investments in unconsolidated affiliates. At December 31, 2017, our outstandingborrowings under our revolving credit facility were $593.2 million.57 Table of Contents Our revolving credit facility also contains customary representations and warranties (including those relating toorganization and authorization, compliance with laws, absence of defaults, material agreements and litigation) andcustomary events of default (including those relating to monetary defaults, covenant defaults, cross defaults and bankruptcyevents). The primary financial covenants contained in our revolving credit facility are (i) a total leverage ratio test (not toexceed 5.25 to 1.0), (ii) a senior secured leverage ratio test (not to exceed 3.75 to 1.0), and (iii) a minimum interest coverageratio test (not less than 3.0 to 1.0; however while any Qualified Senior Notes are outstanding not less than 2.75 to 1.0). Thesefinancial covenants are based on a non-GAAP, defined financial performance measure within our revolving credit facilityknown as “Consolidated EBITDA.” As of December 31, 2017, we were in compliance with all financial covenants under ourrevolving credit facility.If we were to fail either financial performance covenant, or any other covenant contained in our revolvingcredit facility, we would seek a waiver from our lenders under such facility. If we were unable to obtain a waiver from ourlenders and the default remained uncured after any applicable grace period, we would be in breach of our revolving creditfacility, and the lenders would be entitled to declare all outstanding borrowings immediately due and payable.Common unit offering program. On September 2, 2016, the SEC declared effective a universal shelf registrationstatement, which replaced our prior shelf registration statement that previously expired. As with the prior shelf registrationstatement, the new shelf registration statement allows us to issue common units and debt securities. In connection with theshelf registration statement, we established a common unit offering program under which we may issue and sell commonunits from time to time, representing limited partner interests, up to an aggregate gross sales amount of $50 million. Weintend to use the net proceeds from any equity sales pursuant to the common unit offering program, after deducting theagent’s commissions and the partnership’s offering expenses, for general partnership purposes, which may include, amongother things, repayment of indebtedness, capital expenditures, working capital or acquisitions. As of December 31, 2017, wehad not issued any common units or debt securities under the common unit offering program or the registration statement. InFebruary 2018, we used the shelf registration statement to issue senior notes (see Note 20 of Notes to consolidated financialstatements).Contractual obligations and contingencies. We have contractual obligations that are required to be settled in cash.The amounts of our contractual obligations at December 31, 2017 are as follows (in thousands): Years ending December 31, 2018 2019 2020 2021 2022 Thereafter Additions to property, plant and equipment undercontract $8,257 $ — $ — $ — $ — $ — Operating leases—property and equipment 3,160 3,301 1,960 1,878 958 4,259 Long-term debt — — — — 593,200 — Interest expense on debt (1) 21,059 21,059 21,059 21,059 4,154 — Total contractual obligations to be settled in cash $32,476 $24,360 $23,019 $22,937 $598,312 $4,259 (1)Assumes that our outstanding long‑term debt at December 31, 2017 remains outstanding until its maturity date underour credit facility and we incur interest expense at the weighted average interest rate on our borrowings outstanding forthe three months ended December 31, 2017, which is 3.55% per year.We believe that our future cash expected to be provided by operating activities, available borrowing capacity under our revolving credit facility, and our relationship with institutional lenders and equity investors should enable us to meetour committed capital and our essential liquidity requirements for the next twelve months. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKSMarket risk is the risk of loss arising from adverse changes in market rates and prices. A principal market risk towhich we are exposed is interest rate risk associated with borrowings under our revolving credit facility. Borrowings underour revolving credit facility bear interest at a variable rate based on LIBOR or the lender’s base rate. We manage58 Table of Contents a portion of our interest rate risk with interest rate swaps, which reduce our exposure to changes in interest rates byconverting variable interest rates to fixed interest rates. At December 31, 2017, we are party to interest rate swap agreementswith an aggregate notional amount of $125.0 million that expire between March 25, 2018 and March 11, 2019. Pursuant tothe terms of the interest rate swap agreements, we pay a blended fixed rate of approximately 1.01% and receive interestpayments based on the one-month LIBOR. The net difference to be paid or received under the interest rate swap agreementsis settled monthly and is recognized as an adjustment to interest expense. At December 31, 2017, we had outstandingborrowings of $593.2 million under our revolving credit facility. Based on the outstanding balance of ourvariable‑interest‑rate debt at December 31, 2017, the terms of our interest rate swap agreements and assuming market interestrates increase or decrease by 100 basis points, the potential annual increase or decrease in interest expense is approximately$4.7 million.We do not purchase or market products that we handle or transport and, therefore, we do not have material directexposure to changes in commodity prices, except for the value of product gains arising from certain of our terminalingservices agreements with our customers. Pursuant to our Southeast terminaling services agreement, we rebate to our customer50% of the proceeds we receive annually in excess of $4.2 million from the sale of product gains at our Southeast terminals.We do not use derivative commodity instruments to manage the commodity risk associated with the product we may own atany given time. Generally, to the extent we are entitled to retain product pursuant to terminaling services agreements withour customers, we sell the product to our customers on a contractually established periodic basis; the sales price is based onindustry indices. For the years ended December 31, 2017, 2016 and 2015, we sold approximately 171,000, 119,000 and117,000 barrels, respectively, of product gained resulting from differences in the measurement of product volumes receivedand distributed at our terminaling facilities at average prices of $69, $57 and $64 per barrel, respectively. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAThe following consolidated financial statements should be read in conjunction with “Management’s Discussion andAnalysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report.TransMontaigne Partners L.P. and Subsidiaries:Report of Independent Registered Public Accounting Firm 60 Consolidated balance sheets as of December 31, 2017 and 2016 61 Consolidated statements of income for the years ended December 31, 2017, 2016 and 2015 62 Consolidated statements of partners’ equity for the years ended December 31, 2017, 2016 and 2015 63 Consolidated statements of cash flows for the years ended December 31, 2017, 2016 and 2015 64 Notes to consolidated financial statements 65 59 Table of Contents Report of Independent Registered Public Accounting FirmTo the Board of Directors of TransMontaigne GP L.L.C. andThe Unitholders of TransMontaigne Partners L.P. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of TransMontaigne Partners L.P. and subsidiaries (the"Partnership") as of December 31, 2017 and 2016, the related consolidated statements of income, partners' equity, andcash flows for each of the three years in the period ended December 31, 2017, and the related notes (collectively referredto as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, thefinancial position of the Partnership as of December 31, 2017 and 2016, and the results of its operations and its cashflows for each of the three years in the period ended December 31, 2017, in conformity with accounting principlesgenerally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (UnitedStates) (PCAOB), the Partnership’s internal control over financial reporting as of December 31, 2017, based on criteriaestablished in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizationsof the Treadway Commission and our report dated March 15, 2018, expressed an unqualified opinion on thePartnership’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Partnership's management. Our responsibility is to express anopinion on the Partnership's financial statements based on our audits. We are a public accounting firm registered with thePCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securitieslaws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan andperform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of thefinancial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such proceduresincluded examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Ouraudits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis forour opinion. /s/ Deloitte & Touche LLP Denver, ColoradoMarch 15, 2018 We have served as the Partnership’s auditor since 2012. 60 Table of Contents TransMontaigne Partners L.P. and subsidiariesConsolidated balance sheets(Dollars in thousands) December 31, December 31, 2017 2016 ASSETS Current assets: Cash and cash equivalents $923 $593 Trade accounts receivable, net 11,017 9,297 Due from affiliates 1,509 653 Other current assets 20,654 9,903 Total current assets 34,103 20,446 Property, plant and equipment, net 655,053 416,748 Goodwill 9,428 8,485 Investments in unconsolidated affiliates 233,181 241,093 Other assets, net 55,238 2,922 $987,003 $689,694 LIABILITIES AND EQUITY Current liabilities: Trade accounts payable $8,527 $7,928 Accrued liabilities 17,426 13,998 Total current liabilities 25,953 21,926 Other liabilities 3,633 3,234 Long-term debt 593,200 291,800 Total liabilities 622,786 316,960 Commitments and contingencies (Note 16) Partners’ equity: Common unitholders (16,177,353 units issued and outstanding at December 31, 2017 and16,137,650 units issued and outstanding at December 31, 2016) 310,769 320,042 General partner interest (2% interest with 330,150 equivalent units outstanding at December31, 2017 and 329,339 equivalent units outstanding at December 31, 2016) 53,448 52,692 Total partners’ equity 364,217 372,734 $987,003 $689,694 See accompanying notes to consolidated financial statements. 61 Table of Contents TransMontaigne Partners L.P. and subsidiariesConsolidated statements of operations(In thousands, except per unit amounts) Year ended Year ended Year ended December 31, December 31, December 31, 2017 2016 2015 Revenue: External customers $176,079 $156,506 $109,557 Affiliates 7,193 8,418 42,953 Total revenue 183,272 164,924 152,510 Operating costs and expenses and other: Direct operating costs and expenses (67,700) (68,415) (64,033) General and administrative expenses (19,433) (14,100) (14,749) Insurance expenses (4,064) (4,081) (3,756) Equity-based compensation expense (2,999) (3,263) (1,411) Depreciation and amortization (35,960) (32,383) (30,650) Earnings from unconsolidated affiliates 7,071 10,029 11,948 Total operating costs and expenses and other (123,085) (112,213) (102,651) Operating income 60,187 52,711 49,859 Other expenses: Interest expense (10,473) (7,787) (7,396) Amortization of deferred financing costs (1,221) (818) (774) Total other expenses (11,694) (8,605) (8,170) Net earnings 48,493 44,106 41,689 Less—earnings allocable to general partner interest including incentivedistribution rights (12,705) (9,340) (7,506) Net earnings allocable to limited partners $35,788 $34,766 $34,183 Net earnings per limited partner unit—basic $2.20 $2.14 $2.12 Net earnings per limited partner unit—diluted $2.20 $2.14 $2.12 See accompanying notes to consolidated financial statements.62 Table of Contents TransMontaigne Partners L.P. and subsidiariesConsolidated statements of partners’ equity(Dollars in thousands) General Common partner units interest Total Balance December 31, 2014 $333,619 $57,846 $391,465 Distributions to unitholders (42,897) (7,605) (50,502) Equity-based compensation 1,411 — 1,411 Purchase of 2,668 common units by our long-term incentive plan (92) — (92) Net earnings for year ended December 31, 2015 34,183 7,506 41,689 Balance December 31, 2015 326,224 57,747 383,971 Distributions to unitholders (44,211) (8,898) (53,109) Equity-based compensation 3,128 — 3,128 Issuance of 19,008 common units pursuant to our long-term incentive plan 135 — 135 Issuance of 2,094 common units pursuant to our savings and retention program — — — Contribution of cash by TransMontaigne GP to maintain its 2% general partnerinterest — 9 9 Excess of $12.0 million purchase price of hydrant system from TransMontaigneLLC over the carryover basis of the net assets — (5,506) (5,506) Net earnings for year ended December 31, 2016 34,766 9,340 44,106 Balance December 31, 2016 320,042 52,692 372,734 Distributions to unitholders (47,349) (11,985) (59,334) Equity-based compensation 2,729 — 2,729 Issuance of 6,498 common units pursuant to our long-term incentive plan 270 — 270 Issuance of 33,205 common units pursuant to our savings and retention program — — — Settlement of tax withholdings on equity-based compensation (711) — (711) Contribution of cash by TransMontaigne GP to maintain its 2% general partnerinterest — 36 36 Net earnings for year ended December 31, 2017 35,788 12,705 48,493 Balance December 31, 2017 $310,769 $53,448 $364,217 See accompanying notes to consolidated financial statements.63 Table of Contents TransMontaigne Partners L.P. and subsidiariesConsolidated statements of cash flows(Dollars in thousands) Year ended Year ended Year ended December 31, December 31, December 31, 2017 2016 2015Cash flows from operating activities: Net earnings $48,493 $44,106 $41,689Adjustments to reconcile net earnings to net cash provided by operatingactivities: Depreciation and amortization 35,960 32,383 30,650Earnings from unconsolidated affiliates (7,071) (10,029) (11,948)Distributions from unconsolidated affiliates 17,128 17,861 19,649Equity-based compensation 2,999 3,263 1,411Amortization of deferred financing costs 1,221 818 774Amortization of deferred revenue (333) (248) (1,268)Unrealized gain on derivative instruments (232) (344) —Changes in operating assets and liabilities, net of effects from acquisitionsand dispositions: Trade accounts receivable, net (1,593) (2,987) 3,386Due from affiliates (856) 427 236Other current assets 1,457 (7,082) 655Amounts due under long-term terminaling services agreements, net 801 337 1,144Deposits — (193) (19)Trade accounts payable 2,522 (2,092) (155)Accrued liabilities 3,208 2,887 1,276Net cash provided by operating activities 103,704 79,107 87,480Cash flows from investing activities: Acquisition of terminal assets (276,760) (12,000) —Investments in unconsolidated affiliates (2,145) (2,225) (4,726)Capital expenditures (58,165) (54,864) (29,427)Net cash used in investing activities (337,070) (69,089) (34,153)Cash flows from financing activities: Borrowings of debt under credit facility 442,100 199,900 101,900Repayments of debt under credit facility (140,700) (156,100) (105,900)Deferred financing costs (6,703) (395) (1,356)Deferred issuance costs (992) (411) —Settlement of tax withholdings on equity-based compensation (711) — —Distributions paid to unitholders (59,334) (53,109) (50,502)Purchase of common units by our long-term incentive plan — — (92)Contribution of cash by TransMontaigne GP 36 9 —Net cash provided by (used in) financing activities 233,696 (10,106) (55,950)Increase (decrease) in cash and cash equivalents 330 (88) (2,623)Cash and cash equivalents at beginning of period 593 681 3,304Cash and cash equivalents at end of period $923 $593 $681Supplemental disclosures of cash flow information: Cash paid for interest $10,077 $8,097 $7,298Property, plant and equipment acquired with accounts payable $3,207 $5,114 $5,966 See accompanying notes to consolidated financial statements. 64 Table of ContentsTransMontaigne Partners L.P. and subsidiariesNotes to Consolidated Financial StatementsYears ended December 31, 2017, 2016 and 2015 (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(a) Nature of businessTransMontaigne Partners L.P. (“we,” “us,” “our,” “the Partnership”) was formed in February 2005 as a Delawarelimited partnership. We provide integrated terminaling, storage, transportation and related services for companies engaged inthe trading, distribution and marketing of light refined petroleum products, heavy refined petroleum products, crude oil,chemicals, fertilizers and other liquid products. We conduct our operations in the United States along the Gulf Coast, in theMidwest, in Houston and Brownsville, Texas, along the Mississippi and Ohio rivers, in the Southeast and West Coast.We are controlled by our general partner, TransMontaigne GP (“TransMontaigne GP”), which as of February 1, 2016is a wholly‑owned indirect subsidiary of ArcLight Energy Partners Fund VI, L.P. (“ArcLight”). Prior to February 1, 2016,TransMontaigne LLC, a wholly-owned subsidiary of NGL Energy Partners LP (“NGL”), owned all the issued and outstandingownership interests of TransMontaigne GP.(b) Basis of presentation and use of estimatesOur accounting and financial reporting policies conform to accounting principles generally accepted in the UnitedStates of America (“GAAP”). The accompanying consolidated financial statements include the accounts of TransMontaignePartners L.P., a Delaware limited partnership, and its controlled subsidiaries. Investments where we do not have the ability toexercise control, but do have the ability to exercise significant influence, are accounted for using the equity method ofaccounting. All inter‑company accounts and transactions have been eliminated in the preparation of the accompanyingconsolidated financial statements. Certain reclassifications of previously reported amounts have been made to conform to thecurrent year presentation.The preparation of financial statements in conformity with “GAAP” requires us to make estimates and assumptionsthat affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of thefinancial statements, and the reported amounts of revenue and expenses during the reporting periods. The followingestimates, in management’s opinion, are subjective in nature, require the exercise of judgment, and/or involve complexanalyses: useful lives of our plant and equipment and accrued environmental obligations. Changes in these estimates andassumptions will occur as a result of the passage of time and the occurrence of future events. Actual results could differ fromthese estimates.(c) Accounting for terminal and pipeline operationsIn connection with our terminal and pipeline operations, we utilize the accrual method of accounting for revenueand expenses. We generate revenue from terminaling services fees, transportation fees, management fees and costreimbursements, fees from other ancillary services and gains from the sale of refined products. Terminaling services revenueis recognized ratably over the term of the agreement for storage fees and minimum revenue commitments that are fixed at theinception of the agreement and when product is delivered to the customer for fees based on a rate per barrel of throughput;pipeline transportation revenue is recognized when the product has been delivered to the customer at the specified deliverylocation; management fee revenue and cost reimbursements are recognized as the services are performed or as the costs areincurred; ancillary service revenue is recognized as the services are performed; and gains from the sale of refined products arerecognized when the title to the product is transferred.Pursuant to terminaling services agreements with certain of our throughput customers, we are entitled to the volumeof product gained resulting from differences in the measurement of product volumes received and distributed at ourterminaling facilities. Consistent with recognized industry practices, measurement differentials occur as the result of65 Table of Contents TransMontaigne Partners L.P. and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2017, 2016 and 2015 the inherent variances in measurement devices and methodology. We recognize as revenue the net proceeds from the sale ofthe net product gained. For the years ended December 31, 2017, 2016 and 2015, we recognized revenue of approximately$10.7 million, $6.7 million and $7.5 million, respectively, for net product gained. Within these amounts, approximately $nil,$0.3 million and $2.9 million, respectively, were pursuant to terminaling services agreements with affiliate customers.(d) Cash and cash equivalentsWe consider all short‑term investments with a remaining maturity of three months or less at the date of purchase tobe cash equivalents.(e) Property, plant and equipmentDepreciation is computed using the straight‑line method. Estimated useful lives are 15 to 25 years for terminals andpipelines and 3 to 25 years for furniture, fixtures and equipment. All items of property, plant and equipment are carried atcost. Expenditures that increase capacity or extend useful lives are capitalized. Repairs and maintenance are expensed asincurred.We evaluate long‑lived assets for impairment whenever events or changes in circumstances indicate that thecarrying value of an asset group may not be recoverable based on expected undiscounted future cash flows attributable tothat asset group. If an asset group is impaired, the impairment loss to be recognized is the excess of the carrying amount ofthe asset group over its estimated fair value.(f) Investments in unconsolidated affiliatesWe account for our investments in unconsolidated affiliates, which we do not control but do have the ability toexercise significant influence over, using the equity method of accounting. Under this method, the investment is recorded atacquisition cost, increased by our proportionate share of any earnings and additional capital contributions and decreased byour proportionate share of any losses, distributions received and amortization of any excess investment. Excess investment isthe amount by which our total investment exceeds our proportionate share of the book value of the net assets of theinvestment entity. We evaluate our investments in unconsolidated affiliates for impairment whenever events orcircumstances indicate there is a loss in value of the investment that is other than temporary. In the event of impairment, wewould record a charge to earnings to adjust the carrying amount to fair value.(g) Environmental obligationsWe accrue for environmental costs that relate to existing conditions caused by past operations when probable andreasonably estimable (see Note 10 of Notes to consolidated financial statements). Environmental costs include initial sitesurveys and environmental studies of potentially contaminated sites, costs for remediation and restoration of sites determinedto 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 thatwe 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 sitethat 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 uponadditional information developed in subsequent periods. Estimates of our ultimate liabilities associated with environmentalcosts are difficult to make with certainty due to the number of variables involved, including the early stage of investigationat certain sites, the lengthy time frames required to complete remediation, technology changes, alternatives available and theevolving nature of environmental laws and regulations.66 Table of Contents TransMontaigne Partners L.P. and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2017, 2016 and 2015 We periodically file claims for insurance recoveries of certain environmental remediation costs with our insurance carriersunder our comprehensive liability policies (see Note 5 of Notes to consolidated financial statements). We recognize ourinsurance recoveries as a credit to income in the period that we assess the likelihood of recovery as being probable(i.e., likely to occur).In connection with our previous acquisitions of certain terminals from TransMontaigne LLC, TransMontaigne LLChas agreed to indemnify us against certain potential environmental claims, losses and expenses at those terminals (see Note 2of Notes to consolidated financial statements).(h) Asset retirement obligationsAsset retirement obligations are legal obligations associated with the retirement of long‑lived assets that result fromthe acquisition, construction, development or normal use of the asset. Generally accepted accounting principles require thatthe 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 isdepreciated over the remaining useful life of the asset. After the initial measurement, the liability is adjusted to reflectchanges in the asset retirement obligation. If and when it is determined that a legal obligation has been incurred, the fairvalue of any liability is determined based on estimates and assumptions related to retirement costs, future inflation rates andinterest rates. Our long‑lived assets consist of above‑ground storage facilities and underground pipelines. We are unable topredict if and when these long‑lived assets will become completely obsolete and require dismantlement. We have notrecorded an asset retirement obligation, or corresponding asset, because the future dismantlement and removal dates of ourlong‑lived asset subject to legal obligation is indeterminable and the amount of any associated costs are believed to beinsignificant. Changes in our assumptions and estimates may occur as a result of the passage of time and the occurrence offuture events.(i) Equity-based compensationGenerally accepted accounting principles require us to measure the cost of services received in exchange for anaward of equity instruments based on the measurement‑date fair value of the award. That cost is recognized during the periodservices are provided in exchange for the award.(j) Accounting for derivative instrumentsGenerally accepted accounting principles require us to recognize all derivative instruments at fair value in theconsolidated balance sheets as assets or liabilities (see Note 9 of Notes to consolidated financial statements). Changes in thefair value of our derivative instruments are recognized in earnings.At December 31, 2017, 2016 and 2015, our derivative instruments were limited to interest rate swap agreements withan aggregate notional amount of $125.0 million, $125.0 million and $75 million. Our derivative instruments at December31, 2017 expire between March 25, 2018 and March 11, 2019. Pursuant to the terms of the interest rate swap agreements, wepay a blended fixed rate of approximately 1.01% and receive interest payments based on the one-month LIBOR. The netdifference to be paid or received under the interest rate swap agreements is settled monthly and is recognized as anadjustment to interest expense. The fair value of our interest rate swap agreements are determined using a pricing modelbased on the LIBOR swap rate and other observable market data. At December 31, 2017, 2016 and 2015 the fair value of ourinterest rate swaps was approximately $0.6 million, $0.3 million and $nil, respectively. 67 Table of Contents TransMontaigne Partners L.P. and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2017, 2016 and 2015 (k) Income taxesNo provision for U.S. federal income taxes has been reflected in the accompanying consolidated financialstatements 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 through to our unitholders.(l) Net earnings per limited partner unitNet earnings allocable to the limited partners, for purposes of calculating net earnings per limited partner unit, arecalculated under the two-class method and accordingly are net of the earnings allocable to the general partner interest anddistributions payable to any restricted phantom units granted under our equity-based compensation plans that participate inour distributions. The earnings allocable to the general partner interest include the distributions of available cash (as definedby our partnership agreement) attributable to the period to the general partner interest, net of adjustments for the generalpartner’s share of undistributed earnings, and the incentive distribution rights. Undistributed earnings are the differencebetween the earnings and the distributions attributable to the period. Undistributed earnings are allocated to the limitedpartners and general partner interest based on their respective sharing of earnings or losses specified in the partnershipagreement, which is based on their ownership percentages of 98% and 2%, respectively. The incentive distribution rights arenot allocated a portion of the undistributed earnings given they are not entitled to distributions other than from availablecash. Further, the incentive distribution rights do not share in losses under our partnership agreement. Basic net earnings perlimited partner unit is computed by dividing net earnings allocable to the limited partners by the weighted average numberof limited partner units outstanding during the period. Diluted net earnings per limited partner unit is computed by dividingnet earnings allocable to the limited partners by the weighted average number of limited partner units outstanding during theperiod and any potential dilutive securities outstanding during the period.(m) Comprehensive IncomeEntities that report items of other comprehensive income have the option to present the components of net incomeand comprehensive income in either one continuous financial statement, or two consecutive financial statements. As thePartnership has no components of comprehensive income other than net income, no statement of comprehensive income hasbeen presented.(n) Recent accounting pronouncementsIn May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. The objective of this updateis to clarify the principles for recognizing revenue and to develop a common revenue standard. The core principle of the ASUis that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to beentitled to receive for those goods or services. The ASU requires additional disclosure about the nature, amount, timing anduncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes injudgments. The ASU is effective for annual reporting periods beginning after December 15, 2017, including interim periodswithin that reporting period. We adopted the new standard, effective January 1, 2018, using the modified retrospective method described withinthe ASU. This approach requires us to apply the new revenue standard to (i) all new revenue contracts entered into afterJanuary 1, 2018 and (ii) all existing revenue contracts as of January 1, 2018 through a cumulative adjustment to equity.During the evaluation of the standard, we reviewed our existing revenue streams, including evaluating contracts andidentification of the types of arrangements where differences may arise in the conversion to the new standard. We did notidentify any material differences in our existing revenue recognition methods that require modification under the newstandard, we do not expect to record a material cumulative adjustment to equity and our68 Table of Contents TransMontaigne Partners L.P. and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2017, 2016 and 2015 prior period financial statements will not be restated. The standard’s most significant impact to us relates to enhanceddisclosure requirements. In February 2016, the FASB issued ASU 2016-02, Leases. The objective of this update is to improve financialreporting about leasing transactions. ASU 2016-02 is effective for annual reporting periods beginning after December 15,2018, including interim periods within that reporting period. We are currently evaluating the potential impact that theadoption will have on our disclosures and financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receiptand Cash Payments, to add or clarify guidance on the classification of certain cash receipts and payments in the statement ofcash flows. ASU 2016-15 is effective for annual reporting periods beginning after December 15, 2017, including interimperiods within that reporting period. We do not expect the adoption of this ASU to have a material impact on ourconsolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other: Simplifying the Test for GoodwillImpairment, to simplify the accounting for goodwill impairment by eliminating step 2 from the goodwill impairment test.ASU 2017-04 is effective for annual reporting periods beginning after December 15, 2019, including interim periods withinthat reporting period. We are currently evaluating the potential impact that the adoption will have on our disclosures andfinancial statements. (2) TRANSACTIONS WITH AFFILIATESOmnibus agreement. On May 27, 2005 we entered into an omnibus agreement with TransMontaigne LLC and ourgeneral partner, which agreement has been subsequently amended from time to time. In connection with the ArcLightacquisition of our general partner, effective February 1, 2016, we entered into the second amended and restated omnibusagreement to consent to the assignment of the omnibus agreement from TransMontaigne LLC to Gulf TLP Holdings LLC, anArcLight subsidiary, to waive the automatic termination that would have occurred at such time as TransMontaigne LLCceased to control our general partner and to remove certain legacy provisions that were no longer applicable to thePartnership. The omnibus agreement will continue in effect until the earlier of (i) ArcLight ceasing to control our generalpartner or (ii) the election of either us or the owner, following at least 24 months’ prior written notice to the other parties.Under the omnibus agreement we pay Gulf TLP Holdings, the owner of TransMontaigne GP, an administrative feefor the provision of various general and administrative services for our benefit. For the years ended December 31, 2017, 2016and 2015, the annual administrative fee paid to the owner of TransMontaigne GP was approximately $12.8 million,$11.4 million and $11.3 million, respectively. If we acquire or construct additional facilities, the owner of TransMontaigneGP may propose a revised administrative fee covering the provision of services for such additional facilities, subject toapproval by the conflicts committee of our general partner. For example, effective May 3, 2017 the board of TransMontaigneGP, with the concurrence of the conflicts committee, approved a $1.8 million annual increase (or $150,000 monthly) to theadministrative fee related to the construction of approximately 2.0 million barrels of new tank capacity at our Collins,Mississippi bulk storage terminal. The increase was ratably applied monthly beginning May 3, 2017 based on the percentageof the approximately 2.0 million barrels of new tank capacity placed into service. The administrative fee is recognized as acomponent of general and administrative expense and encompasses services to perform centralized corporate functions, suchas legal, accounting, treasury, insurance administration and claims processing, health, safety and environmental, informationtechnology, human resources, credit, payroll, taxes, engineering and other corporate services.The omnibus agreement further provides that we pay the owner of TransMontaigne GP for insurance policiespurchased on our behalf to cover our facilities and operations. For the years ended December 31, 2017, 2016 and 2015,69 Table of Contents TransMontaigne Partners L.P. and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2017, 2016 and 2015 the insurance expense paid to the owner of TransMontaigne GP was approximately $nil, $3.1 million and $3.8 million,respectively. Beginning October 31, 2016, we contracted directly with insurance carriers for the majority of our insurancerequirements. For the years ended December 31, 2017, 2016 and 2015, the expense associated with insurance contracteddirectly by us was $4.1 million, $1.0 million and $nil, respectively. We also pay the owner of TransMontaigne GP for directoperating costs and expenses, such as salaries of operational personnel performing services on‑site at our terminals andpipelines and the cost of their employee benefits, including 401(k) and health insurance benefits.Under the omnibus agreement we have agreed to reimburse the owner of TransMontaigne GP for bonus awards madeto key employees under the owner of TransMontaigne GP’s savings and retention program, provided the compensationcommittee and the conflicts committee of our general partner approve the annual awards granted under the plan. EffectiveApril 13, 2015 and beginning with the 2015 incentive bonus award, we have the option to provide the reimbursement ineither a cash payment or the delivery of our common units to the owner of TransMontaigne GP or directly to the awardrecipients, with the reimbursement made in accordance with the underlying vesting and payment schedule of the savings andretention program. We have the intent and ability to settle our reimbursement for bonus awards in our common units, andaccordingly, effective April 13, 2015, we began accounting for the bonus awards as an equity award. Prior to the 2015 bonusaward, we reimbursed our portion of the bonus awards by making cash payments to the owner of TransMontaigne GP over thefirst year that each applicable award was granted. For the years ended December 31, 2017, 2016 and 2015, the expenseassociated with the reimbursement of bonus awards was approximately $2.7 million, $2.5 million and $1.3 million,respectively.Environmental indemnification. In connection with our acquisition of the Florida and Midwest terminals on May27, 2005, TransMontaigne LLC agreed to indemnify us against certain potential environmental claims, losses and expensesthat were identified on or before May 27, 2010, and that were associated with the ownership or operation of the Florida andMidwest terminals prior to May 27, 2005. TransMontaigne LLC’s maximum liability for this indemnification obligation is$15.0 million. TransMontaigne LLC has no obligation to indemnify us for losses until such aggregate losses exceed$250,000. TransMontaigne LLC has no indemnification obligations with respect to environmental claims made as a result ofadditions to or modifications of environmental laws promulgated after May 27, 2005.In connection with our acquisition of the Brownsville, Texas and River terminals on December 31, 2006,TransMontaigne LLC agreed to indemnify us against potential environmental claims, losses and expenses that wereidentified on or before December 31, 2011, and that were associated with the ownership or operation of the Brownsville andRiver facilities prior to December 31, 2006. TransMontaigne LLC’s maximum liability for this indemnification obligation is$15.0 million. TransMontaigne LLC has no obligation to indemnify us for losses until such aggregate losses exceed$250,000. The deductible amount, cap amount and limitation of time for indemnification do not apply to any environmentalliabilities known to exist as of December 31, 2006. TransMontaigne LLC has no indemnification obligations with respect toenvironmental claims made as a result of additions to or modifications of environmental laws promulgated afterDecember 31, 2006.In connection with our acquisition of the Southeast terminals on December 31, 2007, TransMontaigne LLC agreedto indemnify us against potential environmental claims, losses and expenses that were identified on or before December 31,2012, and that were associated with the ownership or operation of the Southeast terminals prior to December 31, 2007.TransMontaigne LLC’s maximum liability for this indemnification obligation is $15.0 million. TransMontaigne LLC has noobligation to indemnify us for losses until such aggregate losses exceed $250,000. The deductible amount, cap amount andlimitation of time for indemnification do not apply to any environmental liabilities known to exist as of December 31, 2007.TransMontaigne LLC has no indemnification obligations with respect to environmental claims made as a result of additionsto or modifications of environmental laws promulgated after December 31, 2007.70 Table of Contents TransMontaigne Partners L.P. and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2017, 2016 and 2015 In connection with our acquisition of the Pensacola terminal on March 1, 2011, TransMontaigne LLC agreed toindemnify us against potential environmental claims, losses and expenses that were identified on or before March 1, 2016,and that were associated with the ownership or operation of the Pensacola terminal prior to March 1, 2011. TransMontaigneLLC’s maximum liability for this indemnification obligation is $2.5 million. TransMontaigne LLC has no obligation toindemnify us for losses until such aggregate losses exceed $200,000. The deductible amount, cap amount and limitation oftime for indemnification do not apply to any environmental liabilities known to exist as of March 1, 2011. TransMontaigneLLC has no indemnification obligations with respect to environmental claims made as a result of additions to ormodifications of environmental laws promulgated after March 1, 2011.The forgoing environmental indemnification obligations of TransMontaigne LLC to us remain in place and werenot affected by ArcLight’s acquisition of our general partner. Terminaling services agreement—Brownsville terminals. In September 2016, we entered into a terminalingservices agreement with Frontera relating to our Brownsville, Texas facility that will expire in June 2019, subject to a two-year automatic renewal unless terminated by either party upon 180 days’ prior notice. Under this agreement, Frontera hasagreed to throughput a volume of light oil product at our terminal that, at the fee schedule contained in the agreement, willresult in minimum throughput payments to us of approximately $1.3 million per year. In exchange for its minimumthroughput commitment, we have agreed to provide Frontera with approximately 151,000 barrels of storage capacity.For the years ended December 31, 2017, 2016 and 2015, we recognized approximately $1.5 million, $0.5 millionand $nil, respectively, of revenue related to this agreement.Terminaling services agreement—Brownsville terminals. In June 2017, we entered into a terminaling servicesagreement with Frontera relating to our Brownsville, Texas facility that will expire in June 2020, subject to a three-yearautomatic renewal unless terminated by either party upon 90 days’ prior notice. Under this agreement, Frontera has agreed tothroughput a volume of light oil product at our terminal that, at the fee schedule contained in the agreement, will result inminimum throughput payments to us of approximately $1.0 million per year. In exchange for its minimum throughputcommitment, we have agreed to provide Frontera with approximately 150,000 barrels of storage capacity.For the years ended December 31, 2017, 2016 and 2015, we recognized approximately $0.4 million, $nil and $nil,respectively, of revenue related to this agreement.Operations and reimbursement agreement—Frontera. We have a 50% ownership interest in FronteraBrownsville LLC joint venture, or “Frontera”. We have agreed to operate Frontera, in accordance with an operations andreimbursement agreement executed between us and Frontera, for a management fee that is based on our costs incurred. Ouragreement with Frontera stipulates that we may resign as the operator at any time with the prior written consent of Frontera, orthat we may be removed as the operator for good cause, which includes material noncompliance with laws and materialfailure to adhere to good industry practice regarding health, safety or environmental matters. For the years ended December31, 2017, 2016 and 2015, we recognized approximately $5.3 million, $5.0 million and $4.4 million, respectively, of revenuerelated to this operations and reimbursement agreement.Terminaling services agreement—Southeast terminals. We have a terminaling services agreement with NGLrelating to our Southeast terminals. In connection with the ArcLight acquisition of our general partner, our Southeastterminaling services agreement with NGL was amended to extend the term of the agreement through July 31, 2040 at theprevailing contract rate terms contained within the agreement. Subsequent to January 31, 2023, NGL has the ability toterminate the agreement at any time upon at least 24 months’ prior notice of its intent to terminate the agreement. Subsequentto the ArcLight acquisition, effective February 1, 2016, revenue associated with the Southeast terminaling servicesagreement is recorded as revenue from external customers as opposed to revenue from affiliates.71 Table of Contents TransMontaigne Partners L.P. and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2017, 2016 and 2015 Under this agreement, NGL was obligated to throughput a volume of refined product at our Southeast terminals that,at the fee schedule contained in the agreement, resulted in minimum throughput payments to us of approximately$27.0 million, for each of the years ended December 31, 2017, 2016 and 2015.(3)BUSINESS COMBINATION AND TERMINAL ACQUISITIONOn December 15, 2017, we acquired the West Coast terminals from a third party for a total purchase price of $276.8 million.The West Coast Terminals represent two waterborne refined product and crude oil terminals located in the San Francisco BayArea refining complex with a total of 64 storage tanks with approximately 5.0 million barrels of active storage capacity. TheWest Coast terminals have access to domestic and international crude oil and refined products markets through marine,pipeline, truck and rail logistics capabilities. The accompanying consolidated financial statements include the assets,liabilities and results of operations of the West Coast terminals from December 15, 2017.The purchase price and estimated assessment of the fair value of the assets acquired and liabilities assumed in the businesscombination were as follows (in thousands): Other current assets $1,037 Property, plant and equipment 228,000 Goodwill 943 Customer relationships 47,000Total assets acquired 276,980 Environmental obligation 220Total liabilities assumed 220Allocated purchase price $276,760Goodwill represents the excess of the consideration paid for the acquired business over the fair value of theindividual assets acquired, net of liabilities assumed. Goodwill represents the premium we paid to acquire the skilledworkforce.These unaudited pro forma results are for comparative purposes only and may not be indicative of the results thatwould have occurred had this acquisition been completed on January 1, 2016 or the results that will be attained in the future(in thousands): ProForma year ended December31, 2017 2016Revenue $226,653 $205,605Net earnings $55,856 $46,276 Significant pro forma adjustments include depreciation expense and interest expense on the incremental borrowingsnecessary to finance this acquisition as well as adjustments to remove the related party transactions included in the historicalfinancial statements of the West Coast terminals.On January 28, 2016, we acquired from TransMontaigne LLC its Port Everglades, Florida hydrant system for a cashpayment of $12.0 million. The hydrant system encompasses a system for fueling cruise ships. The acquisition of the hydrantsystem from TransMontaigne LLC has been recorded at the carryover basis in a manner similar to a reorganization of entitiesunder common control. Accordingly, we recorded the assets at their net book value of $6.5 million with the remainingpurchase price of $5.5 million recorded as a reduction to the general partner equity interest. TransMontaigne LLC controlledour general partner on the acquisition date, the difference between the consideration we72 Table of Contents TransMontaigne Partners L.P. and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2017, 2016 and 2015 paid to TransMontaigne LLC and the carryover basis of the net assets purchased has been reflected in the accompanyingconsolidated balance sheets and statement of partners’ equity as a decrease to the general partner’s interest. Theaccompanying consolidated financial statements include the assets, liabilities and results of operations of the hydrant systemfrom January 28, 2016. As this transaction is not considered material to our consolidated financial statements we did notrecast prior period consolidated financial statements.(4) CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLEOur 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 in the West Coast. We have a concentration of tradereceivable 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 bychanges in economic, regulatory or other factors. Our customers’ historical financial and operating information is analyzedprior to extending credit. We manage our exposure to credit risk through credit analysis, credit approvals, credit limits andmonitoring procedures, and for certain transactions we may request letters of credit, prepayments or guarantees. We maintainallowances for potentially uncollectible accounts receivable.Trade accounts receivable, net consists of the following (in thousands): December 31, December 31, 2017 2016 Trade accounts receivable $11,128 $9,416 Less allowance for doubtful accounts (111) (119) $11,017 $9,297 The following table presents a rollforward of our allowance for doubtful accounts (in thousands): Balance at Balance at beginning Charged to end of of period expenses Deductions period 2017 $119 $ — $(8) $111 2016 $475 $298 $(654) $119 2015 $464 $11 $ — $475 The following customers accounted for at least 10% of our consolidated revenue in at least one of the periodspresented in the accompanying consolidated statements of income: Year ended Year ended Year ended December 31, December 31, December 31, 2017 2016 2015 NGL Energy Partners LP 26% 23%25% Castleton Commodities International LLC 13% 14% —% RaceTrac Petroleum Inc. 13% 12%11% Morgan Stanley Capital Group —% —% 10% On October 27, 2015, upon the sale of Morgan Stanley’s global physical oil merchanting business to CastletonCommodities International LLC, Morgan Stanley Capital Group, with our consent, assigned all its remaining terminalingservices agreements with us to Castleton Commodities International LLC. 73 Table of Contents TransMontaigne Partners L.P. and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2017, 2016 and 2015 (5) OTHER CURRENT ASSETSOther current assets are as follows (in thousands): December 31, December 31, 2017 2016 Amounts due from insurance companies $1,981 $1,810 Additive detergent 1,715 1,364 Prepaid insurance 4,151 4,684 Deposits and other assets 12,807 2,045 $20,654$9,903 Amounts due from insurance companies. We periodically file claims for recovery of environmental remediationcosts with our insurance carriers under our comprehensive liability policies. We recognize our insurance recoveries in theperiod that we assess the likelihood of recovery as being probable (i.e., likely to occur). At December 31, 2017 and 2016, wehave recognized amounts due from insurance companies of approximately $2.0 million and $1.8 million, respectively,representing our best estimate of our probable insurance recoveries. During the year ended December 31, 2017, we receivedreimbursements from insurance companies of approximately $1.1 million. During the year ended December 31, 2017 weincreased our estimate of probable future insurance recoveries by approximately $1.3 million.Deposits and other assets. Deposits and other assets at December 31, 2017 includes a deposit of approximately$10.2 million paid during the fourth quarter 2017 related to future expansion opportunities that closed in the first quarter of2018.(6) PROPERTY, PLANT AND EQUIPMENT, NETProperty, plant and equipment, net is as follows (in thousands): December 31, December 31, 2017 2016 Land $83,310 $53,079 Terminals, pipelines and equipment 885,429 651,783 Furniture, fixtures and equipment 4,430 4,100 Construction in progress 21,575 11,715 994,744 720,677 Less accumulated depreciation (339,691) (303,929) $655,053 $416,748 74 Table of Contents TransMontaigne Partners L.P. and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2017, 2016 and 2015 (7) GOODWILLGoodwill is as follows (in thousands): December 31, December 31, 2017 2016 Brownsville terminals $8,485 $8,485 West Coast terminals 943 — $9,428 $8,485 Goodwill is required to be tested for impairment annually unless events or changes in circumstances indicate it ismore likely than not that an impairment loss has been incurred at an interim date. Our annual test for the impairment ofgoodwill is performed as of December 31. The impairment test is performed at the reporting unit level. Our reporting units areour operating segments (see Note 18 of Notes to consolidated financial statements). The fair value of each reporting unit isdetermined on a stand‑alone basis from the perspective of a market participant and represents an estimate of the price thatwould be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date. Ifthe fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to be impaired.At December 31, 2017 our Brownsville terminals and West Coast terminals contained goodwill. At December 31,2016, our only reporting unit that contained goodwill was our Brownsville terminals. Our estimate of the fair value of ourBrownsville terminals at December 31, 2017 and 2016 substantially exceeded its carrying amount. Accordingly, we did notrecognize any goodwill impairment charges during the years ended December 31, 2017 and 2016, respectively. The purchaseprice and estimated assessment of the fair value of the assets acquired and liabilities assumed in our acquisition of the WestCoast terminals was performed as of the acquisition date, December 15, 2017, as such the estimated fair value equaled itscarrying amount. Accordingly, we did not recognize any goodwill impairment charges during the year ended December 31,2017. However, a significant decline in the price of our common units with a resulting increase in the assumed marketparticipants’ weighted average cost of capital, the loss of a significant customer, the disposition of significant assets, or anunforeseen increase in the costs to operate and maintain the Brownsville and West Coast terminals, could result in therecognition of an impairment charge in the future.(8) INVESTMENTS IN UNCONSOLIDATED AFFILIATESAt December 31, 2017 and 2016, our investments in unconsolidated affiliates include a 42.5% Class A ownershipinterest in Battleground Oil Specialty Terminal Company LLC (“BOSTCO”) and a 50% ownership interest in FronteraBrownsville LLC (“Frontera”). BOSTCO is a terminal facility located on the Houston Ship Channel that encompassesapproximately 7.1 million barrels of distillate, residual and other black oil product storage. Class A and Class B ownershipinterests share in cash distributions on a 96.5% and 3.5% basis, respectively. Class B ownership interests do not have votingrights and are not required to make capital investments. Frontera is a terminal facility located in Brownsville, Texas thatencompasses approximately 1.5 million barrels of light petroleum product storage, as well as related ancillary facilities.75 Table of Contents TransMontaigne Partners L.P. and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2017, 2016 and 2015 The following table summarizes our investments in unconsolidated affiliates: Percentage of Carrying value ownership (in thousands) December 31, December 31, December 31, December 31, 2017 2016 2017 2016 BOSTCO 42.5% 42.5% $209,373 $217,941 Frontera 50% 50% 23,808 23,152 Total investments in unconsolidated affiliates $233,181 $241,093 At December 31, 2017 and 2016, our investment in BOSTCO includes approximately $7.0 million and $7.2 million,respectively, of excess investment related to a one time buy-in fee to acquire our 42.5% interest and capitalization of intereston our investment during the construction of BOSTCO amortized over the useful life of the assets. Excess investment is theamount by which our investment exceeds our proportionate share of the book value of the net assets of the BOSTCO entity.Earnings from investments in unconsolidated affiliates were as follows (in thousands): Year ended Year ended Year ended December 31, December 31, December 31, 2017 2016 2015 BOSTCO $3,543 $6,933 $9,968 Frontera 3,528 3,096 1,980 Total earnings from investments in unconsolidated affiliates $7,071 $10,029 $11,948 Additional capital investments in unconsolidated affiliates were as follows (in thousands): Year ended Year ended Year ended December 31, December 31, December 31, 2017 2016 2015 BOSTCO $145 $2,125 $4,226 Frontera 2,000 100 500 Additional capital investments in unconsolidated affiliates $2,145 $2,225 $4,726 76 Table of Contents TransMontaigne Partners L.P. and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2017, 2016 and 2015 Cash distributions received from unconsolidated affiliates were as follows (in thousands): Year ended Year ended Year ended December 31, December 31, December 31, 2017 2016 2015 BOSTCO $12,256 $14,331 $16,900 Frontera 4,872 3,530 2,749 Cash distributions received from unconsolidated affiliates $17,128 $17,861 $19,649 The summarized financial information of our unconsolidated affiliates was as follows (in thousands):Balance sheets: BOSTCO Frontera December 31, December 31, December 31, December 31, 2017 2016 2017 2016 Current assets $24,976 $23,237 $5,649 $5,779 Long-term assets 469,348 485,331 44,292 41,966 Current liabilities (17,550) (12,799) (2,147) (1,172) Long-term liabilities — — (178) (269) Net assets $476,774 $495,769 $47,616 $46,304 Statements of income: BOSTCO Frontera Year ended Year ended December 31, December 31, 2017 2016 2015 2017 2016 2015 Revenue $66,235 $66,863 $70,710 $22,193 $18,958 $16,083 Expenses (55,687) (48,149) (45,787) (15,137) (12,766) (12,121) Net earnings $10,548 $18,714 $24,923 $7,056 $6,192 $3,962 (9) OTHER ASSETS, NETOther assets, net are as follows (in thousands): December 31, December 31, 2017 2016 Customer relationships, net of accumulated amortization of $2,294 and $2,092,respectively $47,136 $338 Deferred financing costs, net of accumulated amortization of $5,984 and $4,763,respectively 6,778 1,298 Amounts due under long-term terminaling services agreements 460 656 Unrealized gain on derivative instruments 576 344 Deposits and other assets 288 286 $55,238 $2,922 77 Table of Contents TransMontaigne Partners L.P. and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2017, 2016 and 2015 Customer relationships. Other assets, net primarily include certain customer relationships at our West Coastterminals. These customer relationships are being amortized on a straight‑line basis over approximately twenty years.Expected future amortization expense for the customer relationships as of December 31, 2017 is as follows (in thousands): Years ending December 31, 2018 2019 2020 2021 2022 Thereafter Amortization expense $2,592 $2,350 $2,350 $2,350 $2,350 $35,144 Deferred financing costs. Deferred financing costs are amortized using the effective interest method over the term ofthe related credit facility.Amounts due under long‑term terminaling services agreements. We have long‑term terminaling servicesagreements with certain of our customers that provide for minimum payments that increase at stated amounts over the termsof the respective agreements. We recognize as revenue the minimum payments under the long‑term terminaling servicesagreements on a straight‑line basis over the terms of the respective agreements. At December 31, 2017 and 2016, we haverecognized revenue in excess of the minimum payments that are due through those respective dates under the long‑termterminaling services agreements resulting in an asset of approximately $0.5 million and $0.7 million, respectively. (10) ACCRUED LIABILITIESAccrued liabilities are as follows (in thousands): December 31, December 31, 2017 2016 Customer advances and deposits $10,265 $8,710 Accrued property taxes 1,381 1,061 Accrued environmental obligations 1,855 2,107 Interest payable 982 232 Accrued expenses and other 2,943 1,888 $17,426 $13,998 Customer advances and deposits. We bill certain of our customers one month in advance for terminaling services tobe provided in the following month. At December 31, 2017 and 2016, we have billed and collected from certain of ourcustomers approximately $10.3 million and $8.7 million, respectively, in advance of the terminaling services beingprovided.Accrued environmental obligations. At December 31, 2017 and 2016, we have accrued environmental obligationsof approximately $1.9 million and $2.1 million, respectively, representing our best estimate of our remediation obligations.Changes in our estimates of our future environmental remediation obligations may occur as a result of the passage of timeand the occurrence of future events.78 Table of Contents TransMontaigne Partners L.P. and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2017, 2016 and 2015 The following table presents a rollforward of our accrued environmental obligations (in thousands): Balance at Balance at beginning Increase end of of period Payments in estimate period 2017 $2,107 $(1,204) $952 $1,855 2016 $1,047 $(1,322) $2,382 $2,107 2015 $1,524 $(513) $36 $1,047 (11) OTHER LIABILITIESOther liabilities are as follows (in thousands): December 31, December 31, 2017 2016 Advance payments received under long-term terminaling servicesagreements $1,599 $994 Deferred revenue—ethanol blending fees and other projects 2,034 2,240 $3,633 $3,234 Advance payments received under long‑term terminaling services agreements. We have long‑term terminalingservices agreements with certain of our customers that provide for advance minimum payments. We recognize the advanceminimum payments as revenue either on a straight‑line basis over the term of the respective agreements or when serviceshave been provided based on volumes of product distributed. At December 31, 2017 and 2016, we have received advanceminimum payments in excess of revenue recognized under these long‑term terminaling services agreements resulting in aliability of approximately $1.6 million and $1.0 million, respectively. Deferred revenue—ethanol blending fees and other projects. Pursuant to historical agreements with our customers,we agreed to undertake certain capital projects that primarily pertain to providing ethanol blending functionality at certainof our Southeast terminals. Upon completion of the projects, our customers have paid us lump‑sum amounts that will berecognized as revenue on a straight‑line basis over the remaining term of the agreements. At December 31, 2017 and 2016,we have unamortized deferred revenue of approximately $2.0 million and $2.2 million, respectively, for completed projects.During the years ended December 31, 2017, 2016 and 2015, we billed our customers approximately $0.5 million, $0.5 and$nil, respectively, for completed projects. During the years ended December 31, 2017, 2016 and 2015, we recognizedrevenue on a straight‑line basis of approximately $0.7 million, $0.5 million and $1.3 million, respectively, for completedprojects.(12) LONG‑TERM DEBTOur senior secured revolving credit facility, or our “revolving credit facility,” provided for a maximum borrowingline of credit equal to $850 million at December 31, 2017. The terms of our revolving credit facility include covenants thatrestrict our ability to make cash distributions, acquisitions and investments, including investments in joint ventures. We maymake distributions of cash to the extent of our “available cash” as defined in our partnership agreement. We may makeacquisitions and investments that meet the definition of “permitted acquisitions”; “other investments” which may not exceed5% of “consolidated net tangible assets”; and additional future “permitted JV investments” up to $125 million, which mayinclude additional investments in BOSTCO. The primary financial covenants contained in our revolving credit facility are(i) a total leverage ratio test (not to exceed 5.25 to 1.0), (ii) a senior secured leverage ratio test (not to exceed 3.75 to 1.0), and(iii) a minimum interest coverage ratio test (not less than 3.0 to 1.0; however while any Qualified Senior Notes areoutstanding not less than 2.75 to 1.0). We were in79 Table of Contents TransMontaigne Partners L.P. and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2017, 2016 and 2015 compliance with all financial covenants as of and during the years ended December 31, 2017 and 2016. The principalbalance of loans and any accrued and unpaid interest as of December 31, 2017 are due and payable in full on March 13,2022, the maturity date for our revolving credit facility. As of December 31, 2017 we had the option to have loans under our revolving credit facility bear interest either(i) at a rate of LIBOR plus a margin ranging from 1.75% to 2.75% depending on the total leverage ratio then in effect, or(ii) at the base rate plus a margin ranging from 0.75% to 1.75% depending on the total leverage ratio then in effect. We alsopay a commitment fee on the unused amount of commitments, ranging from 0.375% to 0.5% per annum, depending on thetotal leverage ratio then in effect. Our obligations under our revolving credit facility are secured by a first priority securityinterest in favor of the lenders in the majority of our assets, including our investments in unconsolidated affiliates. For theyears ended December 31, 2017, 2016 and 2015, the weighted average interest rate on borrowings under our revolving creditfacility was approximately 3.5%, 3.1% and 2.7%, respectively. At December 31, 2017 and 2016, our outstanding borrowingsunder our revolving credit facility were $593.2 million and $291.8 million, respectively. At both December 31, 2017 and2016, our outstanding letters of credit were $0.4 million.We have an effective universal shelf‑registration statement and prospectus on Form S‑3 with the SEC that expires inSeptember 2019. In February 2018, we and TLP Finance Corp., our 100% owned subsidiary, used the shelf registrationstatement to issue senior notes that were guaranteed on a senior unsecured basis by each of our 100% owned subsidiaries thatguarantee obligations under our revolving credit facility (see Note 20 of Notes to consolidated financial statements). In thefuture, we and TLP Finance Corp. may issue additional debt securities pursuant to that registration statement.TransMontaigne Partners L.P. has no independent assets or operations unrelated to its investments in its consolidatedsubsidiaries. TLP Finance Corp. has no assets or operations. Our operations are conducted by subsidiaries ofTransMontaigne Partners L.P. through our 100% owned operating company subsidiary, TransMontaigne OperatingCompany L.P. Each of TransMontaigne Operating Company L.P.s’ and our other 100% owned subsidiaries (other than TLPFinance Corp., whose sole purpose is to act as co‑issuer of any debt securities) may guarantee any future debt securities weissue. We expect that any guarantees associated with future debt securities will be full and unconditional and joint andseveral, subject to certain automatic customary releases, including sale, disposition, or transfer of the capital stock orsubstantially all of the assets of a subsidiary guarantor, exercise of legal defeasance option or covenant defeasance option,and designation of a subsidiary guarantor as unrestricted in accordance with the indenture. There are no significantrestrictions on the ability of TransMontaigne Partners L.P. or any guarantor to obtain funds from its subsidiaries by dividendor loan. None of the assets of TransMontaigne Partners L.P. or a guarantor represent restricted net assets pursuant to theguidelines established by the SEC.(13) PARTNERS’ EQUITYThe number of units outstanding is as follows: General Common partner units equivalent units Units outstanding at December 31, 2015 16,124,566 329,073 Issuance of common units by our long-term incentive plan 10,990 — Issuance of common units pursuant to our savings and retention program 2,094 — Contribution of cash by TransMontaigne GP to maintain its 2% general partner interest — 266 Units outstanding at December 31, 2016 16,137,650 329,339 Issuance of common units by our long-term incentive plan 6,498 — Issuance of common units pursuant to our savings and retention program 33,205 — Contribution of cash by TransMontaigne GP to maintain its 2% general partner interest — 811 Units outstanding at December 31, 2017 16,177,353 330,150 80 Table of Contents TransMontaigne Partners L.P. and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2017, 2016 and 2015 TransMontaigne GP had historically acquired outstanding common units on the open market under a purchaseprogram for purposes of delivering vested units to the independent directors of our general partner on behalf ofTransMontaigne Services LLC’s long‑term incentive plan. The purchase program concluded with its final purchase of 667units on the program’s scheduled termination date of April 1, 2015. Beginning in 2016, grants of restricted phantom unitsunder the TLP Management Services long-term incentive plan are to be settled by us through the issuance of common unitspursuant to our registration statement on Form S-8.At both December 31, 2017 and 2016, common units outstanding include nil common units, held on behalf ofTransMontaigne Services LLC’s long‑term incentive plan. In connection with the ArcLight acquisition of our generalpartner, effective February 1, 2016, 15,750 restricted phantom units previously granted to the independent directors vestedand were satisfied via the delivery of 8,018 existing common units and issuance of 7,732 new units. On October 21, 2016 weissued an additional 3,258 common units to our independent directors for a total of 19,008 common units delivered to theindependent directors for the year ended December 31, 2016. On October 20, 2017 we issued 6,498 common units to ourindependent directors.(14) EQUITY-BASED COMPENSATION TransMontaigne GP is our general partner and manages our operations and activities. Prior to February 1, 2016,TransMontaigne GP was a wholly owned subsidiary of TransMontaigne LLC, which is a wholly owned subsidiary of NGL.TransMontaigne Services LLC, which is a wholly owned subsidiary of TransMontaigne LLC, had a long‑term incentive planand a savings and retention program to compensate through incentive bonus awards certain employees and independentdirectors of our general partner who provided services with respect to the business of our general partner.Long-term incentive plan. On February 26, 2016, the board of our general partner approved, subject to the approvalof our common unitholders, the TLP Management Services 2016 long-term incentive plan and the TLP ManagementServices savings and retention program (discussed further below) which constitutes a program under, and is subject to, theTLP Management Services long-term incentive plan, which replaced the TransMontaigne Services LLC long-term incentiveplan and the TransMontaigne Services LLC savings and retention program. TLP Management Services is a wholly ownedindirect subsidiary of ArcLight and employs all the officers and employees who provide services to our partnership and suchentity provides payroll and maintains all employee benefits programs on behalf of our partnership. On July 12, 2016, we helda special meeting of our common unitholders at which time the TLP Management Services long-term incentive plan andsavings and retention program were approved by the partnership’s unitholders.The TLP Management Services long-term incentive plan operates in a manner similar to the TransMontaigneServices LLC long-term incentive plan used previously. The TLP Management Services long-term incentive plan reserves750,000 common units to be granted as awards under the plan, with such amount subject to adjustment as provided for underthe terms of the plan if there is a change in our common units, such as a unit split or other reorganization. The common unitsauthorized to be granted under the TLP Management Services long-term incentive plan are registered pursuant to aregistration statement on Form S-8.The TLP Management Services long‑term incentive plan is administered by the compensation committee of theboard of directors of our general partner and is used for grants of units to the independent directors of our general partner. Thegrants to the independent directors of our general partner under the TransMontaigne Services LLC long-term incentive planhad historically vested and were payable annually in equal tranches over a four-year period, subject to accelerated vestingupon a change in control of TransMontaigne GP. Ownership in the awards was subject to forfeiture until the vesting date, butrecipients had distribution and voting rights from the date of the grant. Beginning81 Table of Contents TransMontaigne Partners L.P. and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2017, 2016 and 2015 with the annual grant in 2016, the grants to the independent directors of our general partner under the TLP ManagementServices long-term incentive plan are immediately vested and not subject to forfeiture. Activity under the long-term incentive plan is as follows: Restricted NYSE phantom closing units price Restricted phantom units outstanding at January 1, 2015 9,000 Vesting on September 30, 2015 (2,250) $27.20 Grant on October 14, 2015 9,000 $31.11 Restricted phantom units outstanding at December 31, 2015 15,750 Vesting on February 1, 2016 (15,750) $30.41 Grant on October 21, 2016 3,258 $41.45 Vesting on October 21, 2016 (3,258) $41.45 Restricted phantom units outstanding at December 31, 2016 — Grant on October 20, 2017 6,498 $41.55 Vesting on October 20, 2017 (6,498) $41.55 Restricted phantom units outstanding at December 31, 2017 — Generally accepted accounting principles require us to measure the cost of board member services received inexchange for an award of equity instruments based on the grant‑date fair value of the award. That cost is recognized over thevesting period on a straight line basis during which a board member is required to provide services in exchange for the awardwith the costs being accelerated upon the occurrence of accelerated vesting events, such as a change in control of our generalpartner. In connection with the ArcLight acquisition of our general partner, effective February 1, 2016, 15,750 restrictedphantom units previously granted to the independent directors vested and were satisfied via the delivery of our commonunits. On October 21, 2016, we granted and issued an additional 3,258 common units to our independent directors under theTLP Management Services long‑term incentive plan. On October 20, 2017 we granted and issued 6,498 common units to ourindependent directors under the TLP Management Services long‑term incentive plan.For awards to the independent directors of our general partner, equity‑based compensation expense ofapproximately $270,000, $722,000 and $108,000 is included in general and administrative expenses for the years endedDecember 31, 2017, 2016 and 2015, respectively.Savings and retention program. On February 26, 2016, the board of our general partner unanimously approved thenew TLP Management Services savings and retention program, subject to the approval of our common unitholders, foremployees who provide services with respect to our business. This plan is intended to constitute a program under, and besubject to, the TLP Management Services 2016 long-term incentive plan described above. The new savings and retentionprogram was used for annual incentive bonus awards beginning in March 2016 and is intended to be used for future awardsto employees of TLP Management Services who provide services to the partnership. The new savings and retention programoperates in a manner substantially similar to the TransMontaigne Services LLC savings and retention plan used previously. The restricted phantom units awarded and accrued under the savings and retention program are subject to forfeitureuntil the vesting date. Recipients have distribution equivalent rights from the date of grant that accrue additional restrictedphantom units equivalent to the value of quarterly distributions paid by us on each of our outstanding common units.Recipients of restricted phantom units under the savings and retention program do not have voting rights.82 Table of Contents TransMontaigne Partners L.P. and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2017, 2016 and 2015 The purpose of the savings and retention program is to provide for the reward and retention of participants byproviding them with bonus awards that vest over future service periods. Awards under the program generally become vestedas to 50% of a participant’s annual award as of the first day of the month that falls closest to the second anniversary of thegrant 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 ordisability, involuntary termination without cause, or termination of a participant’s employment following a change incontrol of the partnership, our general partner or TLP Management Services, as specified in the program. A person will satisfy the age and length of service thresholds of the program upon the attainment of the earliest of(a) age sixty, (b) age fifty five and ten years of service as an officer of TLP Management Services or any of its affiliates orpredecessors, or (c) age fifty and twenty years of service as an employee of TLP Management Services or any of its affiliatesor predecessors.Effective April 13, 2015 and beginning with the 2015 incentive bonus award and continuing under the new savingsand retention program, under the omnibus agreement we have the option to provide the reimbursement in either a cashpayment or the delivery of our common units to the savings and retention program or alternatively directly to the awardrecipients, with the reimbursement made in accordance with the underlying vesting and payment schedule of the savings andretention program. Our reimbursement for the incentive bonus awards is reduced for forfeitures and is increased for the valueof quarterly distributions accrued under the distribution equivalent rights. We have the intent and ability to settle ourreimbursement for incentive bonus awards in our common units, and accordingly, effective April 13, 2015, we beganaccounting for the incentive bonus awards as an equity award. Prior to the 2015 incentive bonus award, we reimbursed ourportion of the incentive bonus awards through monthly cash payments to the savings and retention program over the firstyear that each applicable award was granted.For certain senior level employees, including the executive officers of our general partner, all prior grants under theTransMontaigne Services LLC savings and retention program vested upon the change in control of our general partner as aresult of the ArcLight acquisition that occurred on February 1, 2016.Given that we do not have any employees to provide corporate and support services and instead we contract for suchservices under the omnibus agreement, generally accepted accounting principles require us to classify the savings andretention program awards as a non-employee award and measure the cost of services received in exchange for an award ofequity instruments based on the vesting‑date fair value of the award. That cost, or an estimate of that cost in the case ofunvested restricted phantom units, is recognized over the period during which services are provided in exchange for theaward. As of December 31, 2017, there was approximately $1.0 million of total unrecognized equity-based compensationexpense related to unvested restricted phantom units, which is expected to be recognized over the remaining weightedaverage period of 1.23 years.For the years ended December 31, 2017, 2016 and 2015, the expense associated with equity-based compensationwas approximately $2.7 million, $2.5 million and $1.3 million respectively.83 Table of Contents TransMontaigne Partners L.P. and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2017, 2016 and 2015 Activity related to our equity-based awards granted under the savings and retention program for services performedunder the omnibus agreement is as follows: Weighted Weighted average average Vested price Unvested priceRestricted phantom units outstanding at December 31, 2016 88,118 $35.82 38,438 $34.90Issuance of units (33,205) $44.50 — $ —Units withheld for settlement of withholding taxes (15,734) $44.12 — $ —Unit accrual for distributions paid 5,973 $43.23 3,344 $43.19Vesting of units 9,413 $44.35 (9,413) $44.35Grant of units 37,312 $45.02 21,875 $45.17Restricted phantom units outstanding at December 31, 2017 91,877 $38.91 54,244 $38.81Vested and expected to vest at December 31, 2017 146,121 $38.87 (15) NET EARNINGS PER LIMITED PARTNER UNITThe following table reconciles net earnings to earnings allocable to limited partners and sets forth the computationof basic and diluted net earnings per limited partner unit (in thousands): Year ended Year ended Year ended December 31, December 31, December 31, 2017 2016 2015 Net earnings $48,493 $44,106 $41,689 Less: Distributions payable on behalf of incentive distribution rights (11,974) (8,630) (6,808) Distributions payable on behalf of general partner interest (986) (916) (877) Earnings allocable to general partner interest less than distributions payableto general partner interest 255 206 179 Earnings allocable to general partner interest including incentive distributionrights (12,705) (9,340) (7,506) Net earnings allocable to limited partners per the consolidated statements ofoperations 35,788 34,766 34,183 Less distributions payable for unvested long-term incentive plan grants — — (27) Net earnings allocable to limited partners for calculating net earnings perlimited partner unit $35,788 $34,766 $34,156 Basic weighted average units 16,258 16,210 16,137 Diluted weighted average units 16,284 16,229 16,146 Net earnings per limited partner unit—basic $2.20 $2.14 $2.12 Net earnings per limited partner unit—diluted $2.20 $2.14 $2.12 84 Table of Contents TransMontaigne Partners L.P. and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2017, 2016 and 2015 Pursuant to our partnership agreement we are required to distribute available cash (as defined by our partnershipagreement) as of the end of the reporting period. Such distributions are declared within 45 days after the end of each quarter.The following table sets forth the distribution declared per common unit attributable to the periods indicated: Distribution January 1, 2015 through March 31, 2015 $0.665 April 1, 2015 through June 30, 2015 $0.665 July 1, 2015 through September 30, 2015 $0.665 October 1, 2015 through December 31, 2015 $0.670 January 1, 2016 through March 31, 2016 $0.680 April 1, 2016 through June 30, 2016 $0.690 July 1, 2016 through September 30, 2016 $0.700 October 1, 2016 through December 31, 2016 $0.710 January 1, 2017 through March 31, 2017 $0.725 April 1, 2017 through June 30, 2017 $0.740 July 1, 2017 through September 30, 2017 $0.755 October 1, 2017 through December 31, 2017 $0.770 (16) COMMITMENTS AND CONTINGENCIESContract commitments. At December 31, 2017, we have contractual commitments of approximately $20.8 millionfor the supply of services, labor and materials related to capital projects that currently are under development. We expect thatthese contractual commitments will be paid during the year ending December 31, 2018.Operating leases. We lease property and equipment under non‑cancelable operating leases that extend throughAugust 2030. At December 31, 2017, future minimum lease payments under these non‑cancelable operating leases are asfollows (in thousands):Years ending December 31: 2018 $3,160 2019 3,301 2020 1,960 2021 1,878 2022 958 Thereafter 4,259 $15,516 Included in the above non‑cancelable operating lease commitments are amounts for property rentals that we havesublet under non‑cancelable sublease agreements or have reimbursement agreements with affiliates, for which we expect toreceive minimum rentals of approximately $4.9 million in future periods.Rental expense under operating leases was approximately $3.3 million, $3.4 million and $3.5 million for the yearsended December 31, 2017, 2016 and 2015, respectively.Legal proceedings. We are party to various legal, regulatory and other matters arising from the day-to-dayoperations of our business that may result in claims against us. While the ultimate impact of any proceedings cannot bepredicted with certainty, our management believes that the resolution of any of our pending legal proceedings will not havea material adverse effect on our business, financial position, results of operations or cash flows. 85 Table of Contents TransMontaigne Partners L.P. and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2017, 2016 and 2015 (17) DISCLOSURES ABOUT FAIR VALUE“GAAP” defines fair value, establishes a framework for measuring fair value and expands disclosures about fairvalue measurements. GAAP also establishes a fair value hierarchy that prioritizes the use of higher‑level inputs for valuationtechniques used to measure fair value. The three levels of the fair value hierarchy are: (1) Level 1 inputs, which are quotedprices (unadjusted) in active markets for identical assets or liabilities; (2) Level 2 inputs, which are inputs other than quotedprices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and (3) Level 3inputs, 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 bereceived to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between marketparticipants at that date. Our fair value measurements maximize the use of observable inputs. However, in situations wherethere is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects ourjudgments about the assumptions that market participants would use in pricing the asset or liability based on the bestinformation available in the circumstances. The following methods and assumptions were used to estimate the fair value offinancial instruments at December 31, 2017 and 2016.Cash and cash equivalents. The carrying amount approximates fair value because of the short‑term maturity ofthese instruments. The fair value is categorized in Level 1 of the fair value hierarchy.Derivative instruments. The carrying amount of our interest rate swaps as of December 31, 2017 and 2016 wasdetermined using a pricing model based on the LIBOR swap rate and other observable market data. The fair value iscategorized in Level 2 of the fair value hierarchy.Debt. The carrying amount of our revolving credit facility debt approximates fair value since borrowings under thefacility bear interest at current market interest rates. The fair value is categorized in Level 2 of the fair value hierarchy.(18) BUSINESS SEGMENTSWe provide integrated terminaling, storage, transportation and related services to companies engaged in the trading,distribution and marketing of refined petroleum products, crude oil, chemicals, fertilizers and other liquid products. Our chiefoperating decision maker is our general partner’s chief executive officer. Our general partner’s chief executive officer reviewsthe financial performance of our business segments using disaggregated financial information about “net margins” forpurposes of making operating decisions and assessing financial performance. “Net margins” is composed of revenue lessdirect operating costs and expenses. Accordingly, we present “net margins” for each of our business segments: (i) Gulf Coastterminals, (ii) Midwest terminals and pipeline system, (iii) Brownsville terminals, (iv) River terminals, (v) Southeast terminalsand (vi) West Coast terminals.86 Table of Contents TransMontaigne Partners L.P. and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2017, 2016 and 2015 The financial performance of our business segments is as follows (in thousands): Year ended Year ended Year ended December 31, December 31, December 31, 2017 2016 2015 Gulf Coast Terminals: Terminaling services fees $50,613 $45,903 $42,049 Other 12,328 10,807 11,659 Revenue 62,941 56,710 53,708 Direct operating costs and expenses (22,829) (22,952) (19,147) Net margins 40,112 33,758 34,561 Midwest Terminals and Pipeline System: Terminaling services fees 8,443 8,590 8,330 Pipeline transportation fees 1,732 1,732 1,694 Other 822 879 1,398 Revenue 10,997 11,201 11,422 Direct operating costs and expenses (2,859) (3,220) (3,000) Net margins 8,138 7,981 8,422 Brownsville Terminals: Terminaling services fees 7,591 8,234 8,037 Pipeline transportation fees 3,987 5,057 4,919 Other 9,067 12,194 12,747 Revenue 20,645 25,485 25,703 Direct operating costs and expenses (10,447) (11,338) (12,152) Net margins 10,198 14,147 13,551 River Terminals: Terminaling services fees 10,174 9,664 9,316 Other 773 2,914 878 Revenue 10,947 12,578 10,194 Direct operating costs and expenses (6,624) (7,957) (7,126) Net margins 4,323 4,621 3,068 Southeast Terminals: Terminaling services fees 67,323 53,699 46,503 Other 8,681 5,251 4,980 Revenue 76,004 58,950 51,483 Direct operating costs and expenses (24,302) (22,948) (22,608) Net margins 51,702 36,002 28,875 West Coast Terminals: Terminaling services fees 1,400 — — Other 338 — — Revenue 1,738 — — Direct operating costs and expenses (639) — — Net margins 1,099 — — Total net margins 115,572 96,509 88,477 General and administrative expenses (19,433) (14,100) (14,749) Insurance expenses (4,064) (4,081) (3,756) Equity-based compensation expense (2,999) (3,263) (1,411) Depreciation and amortization (35,960) (32,383) (30,650) Earnings from unconsolidated affiliates 7,071 10,029 11,948 Operating income 60,187 52,711 49,859 Other expenses (11,694) (8,605) (8,170) Net earnings $48,493 $44,106 $41,689 87 Table of Contents TransMontaigne Partners L.P. and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2017, 2016 and 2015 Supplemental information about our business segments is summarized below (in thousands): Year ended December 31, 2017 Midwest Terminals and Gulf Coast Pipeline Brownsville River Southeast West Coast Terminals System Terminals Terminals Terminals Terminals Total Revenue: External customers $62,941 $10,997 $13,452 $10,947 $76,004 $1,738 $176,079 Frontera — — 7,193 — — — 7,193 Revenue $62,941 $10,997 $20,645 $10,947 $76,004 $1,738 $183,272 Capital expenditures $6,233 $174 $11,678 $2,075 $37,957 $48 $58,165 Identifiable assets $123,963 $20,502 $52,265 $49,761 $215,950 $276,317 $738,758 Cash and cash equivalents 923 Investments in unconsolidatedaffiliates 233,181 Deferred financing costs 6,778 Other 7,363 Total assets $987,003 Year ended December 31, 2016 Midwest Terminals and Gulf Coast Pipeline Brownsville River Southeast West Coast Terminals System Terminals Terminals Terminals Terminals Total Revenue: External customers $56,586 $11,201 $20,028 $12,578 $56,113 $ — $156,506 NGL Energy Partners LP 124 — — — 2,837 — 2,961 Frontera — — 5,457 — — — 5,457 Revenue $56,710 $11,201 $25,485 $12,578 $58,950 $ — $164,924 Capital expenditures $7,675 $871 $1,428 $2,788 $42,102 $ — $54,864 Identifiable assets $126,457 $21,919 $43,878 $53,005 $195,632 $ — $440,891 Cash and cash equivalents 593 Investments inunconsolidated affiliates 241,093 Deferred financing costs 1,298 Other 5,819 Total assets $689,694 88 Table of Contents TransMontaigne Partners L.P. and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2017, 2016 and 2015 Year ended December 31, 2015 Midwest Terminals and Gulf Coast Pipeline Brownsville River Southeast West Coast Terminals System Terminals Terminals Terminals Terminals Total Revenue: External customers $48,430 $11,422 $21,277 $9,765 $18,663 $ — $109,557 NGL Energy Partners LP 5,278 — 10 429 32,820 — 38,537 Frontera — — 4,416 — — — 4,416 Revenue $53,708 $11,422 $25,703 $10,194 $51,483 $ — $152,510 Capital expenditures $9,236 $1,129 $3,753 $4,888 $10,421 $ — $29,427 Identifiable assets $120,590 $22,990 $45,287 $54,213 $163,987 $ — $407,067 (19) FINANCIAL RESULTS BY QUARTER (UNAUDITED) Three months ended Year ended March 31, June 30, September 30, December 31, December 31, 2017 2017 2017 2017 2017 (in thousands except per unit amounts) Revenue $44,850 $45,364 $45,449 $47,609 $183,272 Direct operating costs and expenses (16,511) (15,984) (17,719) (17,486) (67,700) General and administrative expenses (3,971) (4,080) (5,247) (6,135) (19,433) Insurance expenses (1,006) (1,002) (999) (1,057) (4,064) Equity-based compensation expense (1,817) (352) (544) (286) (2,999) Depreciation and amortization (8,705) (8,792) (8,882) (9,581) (35,960) Earnings from unconsolidated affiliates 2,560 2,120 1,884 507 7,071 Operating income 15,400 17,274 13,942 13,571 60,187 Other expenses (2,446) (2,796) (2,976) (3,476) (11,694) Net earnings $12,954 $14,478 $10,966 $10,095 $48,493 Net earnings per limited partner unit—basic anddiluted $0.62 $0.70 $0.47 $0.41 $2.20 89 Table of Contents TransMontaigne Partners L.P. and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2017, 2016 and 2015 Three months ended Year ended March 31, June 30, September 30, December 31, December 31, 2016 2016 2016 2016 2016 (in thousands except per unit amounts) Revenue $40,626 $41,136 $40,638 $42,524 $164,924 Direct operating costs and expenses (15,906) (17,703) (17,048) (17,758) (68,415) General and administrative expenses (3,878) (3,446) (3,605) (3,171) (14,100) Insurance expenses (895) (912) (969) (1,305) (4,081) Equity-based compensation expense (2,155) (258) (251) (599) (3,263) Depreciation and amortization (7,935) (8,064) (8,169) (8,215) (32,383) Earnings from unconsolidated affiliates 1,850 2,130 2,960 3,089 10,029 Operating income 11,707 12,883 13,556 14,565 52,711 Other expenses (2,997) (2,573) (1,671) (1,364) (8,605) Net earnings $ 8,710 $10,310 $11,885 $13,201 $44,106 Net earnings per limited partner unit—basic anddiluted $0.41 $0.50 $0.58 $0.65 $2.14 (20) SUBSEQUENT EVENTSOn January 16, 2018, we announced a distribution of $0.77 per unit for the period from October 1, 2017 throughDecember 31, 2017, and we paid the distribution on February 8, 2018 to unitholders of record on January 31, 2018.On February 12, 2018, we and TLP Finance Corp., our wholly owned subsidiary, completed the issuance and sale of$300 million in aggregate principal amount of 6.125% senior notes, issued at par and due 2026, which we refer to as oursenior notes. The net proceeds were used primarily to repay indebtedness under our revolving credit facility. Our senior notesare guaranteed on a senior unsecured basis by each of our 100% owned subsidiaries that guarantee obligations under ourrevolving credit facility. These subsidiary guarantees are full and unconditional and joint and several, and the subsidiariesthat did not guarantee our senior notes are minor. TransMontaigne Partners L.P. does not have independent assets oroperations unrelated to its investments in its consolidated subsidiaries. There are no significant restrictions on our ability orthe ability of any subsidiary guarantor to obtain funds from its subsidiaries by such means as a dividend or loan. 90 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURENone. ITEM 9A. CONTROLS AND PROCEDURESWe maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by usin the reports that we file or submit to the Securities and Exchange Commission under the Securities Exchange Act of 1934, asamended, is recorded, processed, summarized and reported within the time periods specified by the Commission’s rules and forms,and that information is accumulated and communicated to the management of our general partner, including our general partner’sprincipal executive and principal financial officer (whom we refer to as the Certifying Officers), as appropriate to allow timelydecisions regarding required disclosure. The management of our general partner evaluated, with the participation of the CertifyingOfficers, the effectiveness of our disclosure controls and procedures as of December 31, 2017, pursuant to Rule 13a‑15(b) under theExchange Act. Based upon that evaluation, the Certifying Officers concluded that, as of December 31, 2017, our disclosure controlsand procedures were effective at the reasonable assurance level. In addition, our Certifying Officers concluded that there were nochanges in our internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2017 that havematerially affected, or are reasonably likely to materially affect, our internal control over financial reporting.Management’s Report on Internal Control Over Financial ReportingThe management of our general partner is responsible for establishing and maintaining adequate internal control overfinancial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements for external purposes in accordance with generallyaccepted accounting principles.Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectivesbecause of its inherent limitations. Internal control over financial reporting is a process that involves human diligence andcompliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financialreporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk thatmaterial misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However,these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the processsafeguards to reduce, though not eliminate, this risk.The management of our general partner has used the framework set forth in the report entitled “Internal Control—Integrated Framework (2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) toevaluate the effectiveness of our internal control over financial reporting. Based on that evaluation, the management of our generalpartner has concluded that our internal control over financial reporting was effective as of December 31, 2017. The effectiveness ofour internal control over financial reporting as of December 31, 2017 has been audited by Deloitte & Touche LLP, an independentregistered public accounting firm, as stated in their report which appears herein.As stated in Note 3 - “Business Combination and Terminal Acquisition” to the Notes to Consolidated Financial Statementsincluded in Item 8 of this Form 10-K, we acquired the West Coast terminals on December 15, 2017. We have excluded the WestCoast terminals from our assessment of the effectiveness of our internal control over financial reporting as of December 31, 2017.The West Coast terminals consolidated total assets represent approximately 28% of our consolidated total assets as of December 31,2017, 1% of our revenue and 2% of our net earnings for the year ended December 31, 2017. We are in the process of integrating theWest Coast terminals into our financial reporting processes. As a result of these integration activities, certain internal controls overfinancial reporting will be evaluated and may be changed. We believe, however that we will be able to maintain sufficient internalcontrol over financial reporting throughout this integration process.March 15, 201891 Table of Contents Report of Independent Registered Public Accounting FirmTo the Board of Directors of TransMontaigne GP L.L.C. andTo the Unitholders of TransMontaigne Partners L.P. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of TransMontaigne Partners L.P. and subsidiaries (the "Partnership") asof December 31, 2017, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committeeof Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Partnership maintained, in all materialrespects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in InternalControl – Integrated Framework (2013) issued by COSO.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)(PCAOB), the consolidated financial statements as of and for the year ended December 31, 2017 of the Partnership and our reportdated March 15, 2018, expressed an unqualified opinion on those financial statements.As described in Management’s Annual Report on Internal Control over Financial Reporting, management excluded from itsassessment the internal control over financial reporting at the West Coast Terminal Facilities (“WCT”), which were acquired onDecember 15, 2017, and whose financial statements constitute 28% of total assets, 1% of net operating revenue, and 2% of netearnings of the consolidated financial statement amounts as of and for the year ended December 31, 2017. Accordingly, our auditdid not include the internal control over financial reporting of WCT.Basis for OpinionThe Partnership's management is responsible for maintaining effective internal control over financial reporting and for itsassessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s AnnualReport on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Partnership's internalcontrol over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required tobe independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the auditto obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all materialrespects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that amaterial weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessedrisk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides areasonable basis for our opinion.Definition and Limitations of Internal Control over Financial ReportingA company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposes in accordance with generally acceptedaccounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertainto the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets ofthe company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company arebeing made only in accordance with authorizations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets thatcould have a material effect on the financial statements.Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,projections of any evaluation of the effectiveness to future periods are subject to the risk that the controls may become inadequatebecause of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate./s/ Deloitte & Touche LLPDenver, ColoradoMarch 15, 201892 Table of Contents ITEM 9B. OTHER INFORMATIONOn March 14, 2018, upon the recommendation of the audit committee, the board of directors of our general partneradopted an updated Code of Ethics for Senior Financial Officers. A copy of the Code of Ethics for Senior Financial Officers isavailable on our website at www.transmontaignepartners.com/investors/corporate-governance and additional information relatingto the Code of Ethics for Senior Financial Officers can be found under Item 10. “Directors, Executive Officers of Our General Partnerand Corporate Governance—Corporate Governance Guidelines; Code of Business Conduct and Ethics” of this Annual Report.No information was required to be disclosed in a report on Form 8‑K, but not so reported, for the quarter endedDecember 31, 2017. Part III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS OF OUR GENERAL PARTNER AND CORPORATE GOVERNANCEManagement of TransMontaigne PartnersTransMontaigne GP is our general partner and manages our operations and activities. Effective as of the February 1, 2016ArcLight acquisition, TransMontaigne GP became a wholly owned subsidiary of ArcLight. Our partnership has no officers oremployees and all of our management and operational activities were provided by officers and employees of NGL Energy Operatingprior to the ArcLight acquisition and thereafter for an interim period. In connection with the ArcLight acquisition, NGL andArcLight entered into a transition services agreement whereby NGL Energy Operating served as the entity that employed theofficers and employees that provided services to our partnership, and NGL Energy Operating provided payroll and benefits servicesrelated thereto until June 25, 2016. From and after June 26, 2016 all employees who provide services to the partnership becameemployees of TLP Management Services. TLP Management Services continues to employ all the officers and employees whoprovide services to our partnership and such entity provides payroll and maintains all employee benefits programs on behalf of ourpartnership. Our general partner is not elected by our unitholders and is not subject to re‑election on a regular basis in the future.Unitholders are not entitled to elect directors to the board of directors of our general partner or directly or indirectly participate inour management or operation. Under the Corporate Governance Guidelines adopted by the board of directors of our general partner,the board assesses, on an annual basis, the skills and characteristics that candidates for election to the board of directors shouldpossess, as well as the composition of the board of directors as a whole. This assessment includes the qualifications under applicableindependence standards and other standards applicable to the board of directors and its committees, as well as consideration ofskills and experience in the context of the needs of the board of directors as a whole. Our general partner has no formal policyregarding the diversity of board members, but seeks to ensure that its board of directors collectively have the personal qualities tobe able to make an active contribution to the board of directors’ deliberations, which qualities may include relevant industryexperience, financial management, reporting and control expertise and executive and operational management experience.Board of Directors and OfficersThe board of directors of our general partner oversees our operations. As part of its oversight function, the board ofdirectors monitors how management operates the partnership, in part via its committee structure. When granting authority tomanagement, approving strategies and receiving management reports, the board of directors considers, among other things, the risksand vulnerabilities we face. The audit committee of the board of directors considers risk associated with our overall accounting,financial reporting and disclosure process. Except for executive sessions held with unaffiliated directors, all members of the boardof directors are invited to and frequently attend the meetings of the audit committee. The conflicts committee of our general partnerreviews specific matters that the board believes may involve conflicts of interests.As of the date of this report, there are seven members of the board of directors of our general partner, three of whom,Messrs. Blank, Welch and Wiese, are independent as defined under the independence standards established by the New York StockExchange (the “NYSE”). The NYSE does not require a publicly traded limited partnership listed on the exchange, likeTransMontaigne Partners, to have a majority of independent directors on the board of directors of its general partner or to establish acompensation committee or a nominating or governance committee. However, the Governance Guidelines of our general partnerprovide that at least three directors will be independent.93 Table of Contents Upon the closing of the ArcLight acquisition, on February 1, 2016, Atanas H. Atanasov, Benjamin Borgen, Brian Cannonand Donald M. Jensen, each employees of NGL, resigned from the board of directors of our general partner. To fill the vacanciesresulting from the resignation of the NGL directors, Daniel R. Revers, Kevin M. Crosby and Lucius H. Taylor, each employees ofArcLight, were appointed to the board of directors of our general partner effective February 1, 2016. On February 22, 2016,Theodore D. Burke, an employee of ArcLight, was appointed to the board of directors of our general partner. On July 19, 2016,Robert A. Burk and Lawrence C. Ross notified the partnership of their intention to resign from the board of directors of our generalpartner and the audit, compensation and conflicts committees thereof, effective July 21, 2016. On July 21, 2016, the board ofdirectors of our general partner appointed Jay A. Wiese and Barry E. Welch to serve as independent members of the board ofdirectors of our general partner. Mr. Wiese was elected to serve as the chairman of the compensation committee of our generalpartner and as a member of the audit and conflicts committees. Mr. Welch was elected to serve as the chairman of the conflictscommittee of our general partner and as a member of the audit and compensation committees. Directors and Executive OfficersThe following table sets forth the names, ages and titles of the directors and executive officers of TransMontaigne GP as ofMarch 15, 2018:Name Age PositionFrederick W. Boutin 62 Chief Executive OfficerJames F. Dugan 60 Executive Vice President and Chief Operating OfficerRobert T. Fuller 48 Executive Vice President, Chief Financial Officer and TreasurerMichael A. Hammell 47 Executive Vice President, General Counsel and SecretaryMark S. Huff 58 PresidentSteven A. Blank 63 Independent Director, Chairman of Audit CommitteeTheodore D. Burke 57 DirectorKevin M. Crosby 45 DirectorDaniel R. Revers 56 DirectorLucius H. Taylor 43 DirectorBarry E. Welch 60 Independent Director, Chairman of Conflicts CommitteeJay A. Wiese 61 Independent Director, Chairman of Compensation Committee Frederick W. Boutin has served as Chief Executive Officer of our general partner and its subsidiaries since November of2014. Prior to then he served as Executive Vice President and Chief Financial Officer beginning in January 2008. Mr. Boutin alsomanaged business development and commercial contracting activities from December 2007 to July 2010 and from August 2013 toJanuary 2015. Prior to February 1, 2016, Mr. Boutin also served in various other capacities at our general partner and itssubsidiaries, and TransMontaigne LLC and its predecessors, since 1995. Prior to his affiliation with TransMontaigne, Mr. Boutinwas a Vice President at Associated Natural Gas Corporation, and its successor Duke Energy Field Services, and a certified publicaccountant with Peat Marwick. Mr. Boutin holds a B.S. in Electrical Engineering and an M.S. in Accounting from Colorado StateUniversity.James F. Dugan has served as Executive Vice President and Chief Operating Officer of our general partner and itssubsidiaries since August 30, 2017. Mr. Dugan previously served as Executive Vice President, Engineering and Operations of ourgeneral partner and its subsidiaries from June 30, 2017 to August 30, 2017 and served as the Senior Vice President, Engineering andOperations of our general partner and its subsidiaries from January 2008 to June 30, 2017. Mr. Dugan joined TransMontaigne Inc.as Engineering Manager in 1998. He has over 16 years of experience in senior leadership positions overseeing domestic andinternational petroleum marine terminals, pipelines and engineering divisions. Mr. Dugan began his career as a Project Engineer forGulf Interstate Energy in 1983 and in 1993 he joined Louis Dreyfus Energy as a Project Engineer. He has served on the Board ofDirectors for the International Liquid Terminals Association (ILTA) since 2011, and he holds certification through the AmericanPetroleum Institute.94 Table of Contents Robert T. Fuller has served as Executive Vice President, Chief Financial Officer and Treasurer of our general partner andits subsidiaries since November of 2014. Prior to November of 2014, Mr. Fuller served as Vice President and Chief AccountingOfficer of our general partner and its subsidiaries since January 2011 and as its Assistant Treasurer since February 2012. Prior to hisaffiliation with TransMontaigne, Mr. Fuller spent 13 years as a certified public accountant with KPMG LLP. Mr. Fuller has a B.A. inPolitical Science from Fort Lewis College and a M.S. in Accounting from the University of Colorado. Mr. Fuller is licensed as acertified public accountant in Colorado and New York.Michael A. Hammell has served as Executive Vice President, General Counsel and Secretary of our general partner and itssubsidiaries since October 2012. Mr. Hammell served as the Senior Vice President, Assistant General Counsel and Secretary of eachof our general partner and the TransMontaigne LLC entities from July 2011 to October 2012; as Vice President, Assistant GeneralCounsel and Secretary from January 2011 to July 2011; as Vice President, Assistant General Counsel and Assistant Secretary fromNovember 2007 until January 2011 and as Assistant General Counsel from April 2007 to November 2007. Prior to joiningTransMontaigne, Mr. Hammell practiced at the law firm of Hogan & Hartson LLP (now Hogan Lovells). Mr. Hammell received aB.S. in Business Administration from the University of Colorado at Boulder and a J.D. from Northwestern University School of Law.Mark S. Huff has served as President of our general partner and its subsidiaries since August 2017. Mr. Huff served asExecutive Vice President, Commercial Operations of our general partner and its subsidiaries from September 2016 to August 2017and prior thereto as Senior Vice President, Commercial Operations since returning to the partnership in January 2015. Prior theretohe served as Director of Business Development with Colonial Pipeline from November 2012 to January 2015 and as ManagingDirector of Vecenergy from 2008 to 2012. Mr. Huff was previously employed with a former affiliate of the partnership from 1996 to2007 where he was responsible at various times for the business development and product marketing activities of TransMontaignePartners and its affiliates. Mr. Huff holds a B.S. in Nautical Science from the United States Merchant Marine Academy at KingsPoint, NY.Steven A. Blank was elected as a director of our general partner on September 24, 2014. Mr. Blank was asked to join theboard of directors, in part, based on his executive management experience in the energy industry, his financial and accountingknowledge and because he qualified as an independent director. Mr. Blank served as Executive Vice President, Chief FinancialOfficer and Treasurer of NuStar GP, LLC and NuStar GP Holdings from February 2012 until December 2013. Mr. Blank served asSenior Vice President and Chief Financial Officer of NuStar GP, LLC from January 2002 until February 2012. Mr. Blank also servedas NuStar GP, LLC’s Treasurer from July 2005 until February 2012. Mr. Blank has also served as Senior Vice President, ChiefFinancial Officer and Treasurer of NuStar GP Holdings from March 2006 until December 2013. From December 1999 untilJanuary 2002, Mr. Blank was Chief Accounting and Financial Officer and a director of NuStar GP, LLC. Mr. Blank served as VicePresident and Treasurer of Ultramar Diamond Shamrock Corporation from December 1996 until January 2002. From February 2015until November 2016 Mr. Blank served on the board of directors of Dakota Plains Holdings, Inc. an integrated midstream energycompany that operated the Pioneer Terminal in Mountrail County, North Dakota with services that included outbound crudestorage, logistics and rail transportation and inbound frac sand logistics. Mr. Blank holds a B.A. in History from the State Universityof New York and a Master of International Affairs, Specialization in Business from Columbia University. Mr. Blank serves as thechair of the audit committee of our general partner and as a member of the compensation and conflicts committees of our generalpartner.Theodore D. Burke was elected as a director of our general partner on February 22, 2016. Mr. Burke was appointed to theboard of directors of our general partner by ArcLight, in part, based on his position with ArcLight and his legal and executivemanagement experience in the energy industry. Mr. Burke serves as a Partner and the General Counsel of ArcLight. He joinedArcLight in 2014 and has over 30 years of legal, energy finance, and private equity experience. Prior to joining ArcLight, Mr. Burkewas the Chief Executive and Global Managing Partner of Freshfields, Bruckhaus Deringer LLP. Before Freshfields, he was a Partnerwith Milbank Tweed Hadley and McCloy. Mr. Burke earned a Bachelor of Arts in Economics from the University of Vermont and aJuris Doctor from Georgetown University.Kevin M. Crosby was elected as a director of our general partner on February 1, 2016. Mr. Crosby was appointed to theboard of directors of our general partner by ArcLight, in part, based on his position with ArcLight and his energy finance andindustry experience. Mr. Crosby serves as a Partner of Arclight. He joined ArcLight in 2001 and has 21 years of energy finance andprivate equity experience. Prior to joining ArcLight, Mr. Crosby was an Associate in the Corporate Finance Group at John Hancockwhere he focused on analyzing, structuring, and closing private debt and equity investments in the energy industry. Mr. Crosby alsofocused on industrial sectors such as chemicals, metals, consumer products, and healthcare while at John Hancock. Mr. Crosbybegan his career in 1995 at John Hancock Funds, where he held various financial positions. Mr. Crosby earned a Bachelor ofScience in Finance from the University of Maine. 95 Table of Contents Daniel R. Revers was elected as a director of our general partner on February 1, 2016. Mr. Revers was appointed to the boardof directors of our general partner by ArcLight, in part, based on his position with ArcLight and his energy finance and industryexperience. Mr. Revers is a co-founder and the Managing Partner of ArcLight and has 27 years of energy finance and private equityexperience. Mr. Revers is responsible for overall investment, asset management, strategic planning, and operations of ArcLight andits funds. Prior to forming ArcLight in 2000, Mr. Revers was a Managing Director in the Corporate Finance Group at John HancockFinancial Services, where he was responsible for the origination, execution, and management of a $6 billion portfolio consisting ofdebt, equity, and mezzanine investments in the energy industry. Prior to joining John Hancock in 1995, Mr. Revers held variousfinancial positions at Wheelabrator Technologies, where he specialized in the development, acquisition, and financing of domesticand international power and energy projects. Mr. Revers serves as a director of the general partner of American Midstream Partners,LP and served as a director of the general partner of JP Energy Partners LP prior to American Midstream Partners, LP’s acquisition ofJP Energy Partners LP in March 2017. Mr. Revers earned a Bachelor of Arts in Economics from Lafayette College and a Master ofBusiness Administration from the Amos Tuck School of Business Administration at Dartmouth College. Lucius H. Taylor was elected as a director of our general partner on February 1, 2016. Mr. Taylor was appointed to the boardof directors of our general partner by ArcLight, in part, based on his position with ArcLight and his energy finance and industryexperience. Mr. Taylor serves as a Principal of Arclight. He joined ArcLight in 2007 and has 17 years of experience in energy andnatural resource finance and engineering. Prior to joining ArcLight, Mr. Taylor was a Vice President in the Energy and NaturalResource Group at FBR Capital Markets, where he focused on raising public and private capital for companies in the power andenergy sectors. Mr. Taylor began his career as a geologist and project manager at CH2M HILL and is a licensed professionalgeologist. Mr. Taylor serves as a director of the general partner of American Midstream Partners, LP. Mr. Taylor earned a Bachelorof Arts in Geology from Colorado College, a Master of Science in Hydrogeology from the University of Nevada, and a Master ofBusiness Administration from the Wharton School of Business at the University of Pennsylvania. Barry E. Welch was elected as a director of our general partner on July 21, 2016. Mr. Welch was asked to join the board ofdirectors, in part, based on his corporate finance and public company executive management and board experience, and because hequalifies as an independent director. Since January 2015, Mr. Welch has been an independent energy consultant, including a senioradvisor role to Southwest Generation, a US independent power company. In June 2016, Mr. Welch joined the board of directors ofNovatus Energy, LLC, a renewable energy independent power company. From 2004 to September 2014, Mr. Welch served as theChief Executive Officer of Atlantic Power and also served on the board of directors of Atlantic Power from 2006 to 2014. From2001 to 2004, Mr. Welch served as the Senior Vice President, Head of the Bond and Corporate Finance Group at John HancockFinancial Services, and from 1989 to 2001 he served in various other roles at John Hancock, including Senior Vice President, Teamleader: Utilities, Infrastructure Project Finance, Oil & Gas from 1998 to 2001, Senior Managing Director, Team Leader: Utilities andInfrastructure Project Finance from 1995 to 1998, Senior Investment Officer – Project Finance 1992 to 1995 and Investment Officer– Project Finance 1989 to 1992. Mr. Welch holds a Bachelor of Science in Engineering from Princeton University and a Masters ofBusiness Administration from Boston College.Jay A. Wiese was elected as a director of our general partner on July 21, 2016. Mr. Wiese was asked to join the Board, inpart, based on his executive management experience in the energy industry, experience as a former member of the Board andbecause he qualifies as an independent director. Mr. Wiese previously served as a director of our general partner and as a member ofthe audit, conflicts and compensation committees of our general partner from October 2010 until August 2014. From December2006 to the present, Mr. Wiese has served as the Managing Member of Liberated Partners LLC, a global energy consulting businesswith a focus on client strategy, acquisitions, logistics, business development and operational analysis. From 1982 to October 2006,Mr. Wiese served in various senior management positions, including most recently Vice President, with Magellan MidstreamPartners, L.P., where he had responsibility over Magellan Terminal Holdings in the areas of commercial and business development,acquisitions and operations. From March 2012 until October 2016, Mr. Wiese served on the board of directors of AssociatedAsphalt, Inc., a private company engaged in the storage and supply of liquid asphalt to the paving industry, where Mr. Wiese was amember of the Audit and Compensation Committees. Mr. Wiese holds a Bachelor of Science in Business from Oklahoma StateUniversity where Mr. Wiese is a member of the Foundation's Board of Trustees and Chair of its Investment Committee.Compliance with Section 16(a) of the Securities Exchange Act of 1934Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires the executive officers anddirectors of our general partner, and persons who own more than ten percent of a registered class of our equity securities(collectively, “Reporting Persons”) to file with the SEC and the NYSE initial reports of ownership and reports of changes inownership of our common units and our other equity securities. Specific due dates for those reports have been96 Table of Contents established, and we are required to report herein any failure to file reports by those due dates. Reporting Persons are also required bySEC regulations to furnish TransMontaigne Partners with copies of all Section 16(a) reports they file.To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that noother reports were required during the year ended December 31, 2017, all Section 16(a) filing requirements applicable to suchReporting Persons were satisfied.Committees of the Board of Directors The board of directors of our general partner has three standing committees: an audit committee, a conflicts committeeand a compensation committee. The composition, duties and responsibilities of these committees are set forth below.Audit CommitteeThe audit committee currently has three members, Steven A. Blank, Barry E. Welch and Jay A. Wiese, each of whom is ableto understand fundamental financial statements and at least one of whom has past experience in accounting or related financialmanagement. The board has determined that each member of the audit committee is independent under Section 303A.02 of theNYSE listing standards and Section 10A(m)(3) of the Exchange Act. In making the independence determination, the boardconsidered the requirements of the NYSE and the Corporate Governance Guidelines of our general partner. Among other factors, theboard considered current or previous employment with the partnership, its auditors or their affiliates by the director or hisimmediate family members, ownership of our voting securities, and other material relationships with the partnership.Based upon his education and employment experience as more fully detailed in Mr. Blank’s biography set forth above,Mr. Blank has been designated by the board as the audit committee’s financial expert meeting the requirements promulgated by theSEC and set forth in Item 407(d)(5)(ii) of Regulation S‑K of the Exchange Act.The audit committee has the authority and responsibility to review our external financial reporting, review our proceduresfor internal auditing and the adequacy of our internal accounting controls, consider the qualifications and independence of ourindependent auditor, engage and direct our independent auditor and to engage the services of any other advisors and accountants asthe audit committee deems advisable. The audit committee reviews and discusses our audited financial statements withmanagement, discusses with our independent auditor matters required to be discussed by auditing standards and makesrecommendations to the board of directors of our general partner relating to our audited financial statements. The audit committeealso periodically reviews the audit committee charter and recommends to the board of directors of our general partner any changesthat the audit committee believes are required or desirable. On March 12, 2018, upon the recommendation of the audit committee,the board of directors of our general partner adopted our current audit committee charter.Conflicts CommitteeMessrs. Blank, Welch and Wiese currently serve on the conflicts committee of the board of directors of our general partner.The conflicts committee reviews specific matters that the board of directors of our general partner believe may involve conflicts ofinterest. The conflicts committee determines if the resolution of the conflict of interest is fair and reasonable to the partnership. Themembers of the conflicts committee may not be officers or employees of our general partner or directors, officers or employees of itsaffiliates, and must meet the independence standards established by the NYSE and the Exchange Act to serve on an audit committeeof a board of directors and certain other requirements. Pursuant to our partnership agreement, any matter approved by the conflictscommittee will be conclusively deemed to be fair and reasonable to us, to be approved by all of our partners and not deemed abreach by our general partner of any duties it may owe us or our unitholders.97 Table of Contents Compensation CommitteeAlthough not required by the NYSE listing requirements, the board of directors of our general partner has a standingcompensation committee, which (1) has overall responsibility for evaluating and recommending to the board of our general partnerthe director compensation plans, policies and programs, and (2) with the concurrence of the conflicts committee, reviews on anannual basis, the awards granted by TLP Management Services under the TLP Management Services long-term incentive plan, andshall approve the aggregate amount of reimbursement, if any, for such awards to be paid by the partnership to TLP ManagementServices, or directly to the program participants. The forgoing reimbursement may be satisfied by the partnership in either a cashpayment to TLP Management Services or the delivery of our common units to the savings and retention program or alternativelydirectly to the award recipients, with the reimbursement made in accordance with the underlying vesting and payment schedule ofthe savings and retention program. Corporate Governance Guidelines; Code of Business Conduct and EthicsThe board of directors of our general partner has adopted Corporate Governance Guidelines that outline the importantpolicies and practices regarding our governance. The board of directors has no policy requiring that we have a chairman of theboard or that the positions of the chairman of the board and the chief executive officer of our general partner be separate or that theybe occupied by the same individual. The board of directors believes that this issue is properly addressed as part of the successionplanning process and that a determination on this subject should be made if at some future period it elects a new chief executiveofficer or at such other times as when consideration of the matter is warranted by circumstances.On March 14, 2018, upon the recommendation of the audit committee, the board of directors of our general partneradopted an updated Code of Ethics for Senior Financial Officers. The Code of Ethics for Senior Financial Officers applies to thesenior financial officers of our general partner, including the chief executive officer, the chief financial officer, the chief accountingofficer, the chief operating officer and the president or persons performing similar functions. In addition, we have a separate Code ofBusiness Conduct and Ethics, which applies to all employees acting on behalf of our general partner and to the officers anddirectors of our general partner.Copies of our Code of Business Conduct and Ethics, Code of Ethics for Senior Financial Officers, Corporate GovernanceGuidelines, Audit Committee Charter and Compensation Committee Charter are available on our website atwww.transmontaignepartners.com/investors/corporate-governance. We intend to satisfy the disclosure requirements regardingcertain amendments to, or waivers from, provisions of the Code of Business Conduct and Ethics and Code of Ethics for SeniorFinancial Officers by posting such information to our website.Communications by UnitholdersPursuant to our Corporate Governance Guidelines, the board of directors of our general partner meets at the conclusion ofregularly‑scheduled board meetings without the presence of executive officers of or employees who provide services on behalf ofour general partner, which meetings are presided over by Barry E. Welch as presiding director. In addition, the independentmembers of the board of directors of our general partner meet in executive sessions at the conclusion of regularly‑scheduled boardmeetings, pursuant to which, the board has chosen Mr. Welch to preside as chair of these executive session meetings.Unitholders and other interested parties may communicate with (1) Barry E. Welch, in his capacity as chairman of theexecutive session meetings of the board of directors of our general partner, (2) the independent members of the board of directors ofour general partner as a group, or (3) any and all members of the board of directors of our general partner by transmittingcorrespondence by mail or facsimile addressed to one or more directors by name or to the independent directors (or to the presidingdirector or any standing committee of the board) at the following address and fax number:Name of the Director(s)c/o SecretaryTransMontaigne Partners L.P.1670 Broadway, Suite 3100Denver, Colorado 80202(303) 626‑8228The Secretary of our general partner will collect and organize all such communications in accordance with proceduresapproved by the board of directors. The Secretary will forward all communications to the presiding director or to the identifieddirector(s) as soon as practicable. However, we may handle differently communications that are abusive, offensive or that98 Table of Contents present safety or security concerns. If we receive multiple communications on a similar topic, our secretary may, in his or herdiscretion, forward only representative correspondence.The presiding director will determine whether any communication addressed to the entire board should be properlyaddressed by the entire board or a committee thereof if a communication is sent to the board or a committee, the presiding directoror the chairman of that committee, as the case may be, will determine whether the communication warrants a response. If a responseto the communication is warranted, the content and method of the response will be coordinated with our general partner’s internalor external counsel. ITEM 11. EXECUTIVE COMPENSATIONEXECUTIVE COMPENSATIONCompensation Discussion and AnalysisWe do not directly employ any of the persons responsible for managing our business. We are managed by our generalpartner, TransMontaigne GP. Pursuant to our omnibus agreement with ArcLight, all of the officers of our general partner andemployees who provide services to the Partnership are employed by TLP Management Services, a wholly owned subsidiary ofArcLight. TLP Management Services provides payroll and maintains all employee benefits programs on behalf of our generalpartner and the Partnership.We do not incur any direct compensation charge for the executive officers of our general partner. Instead, pursuant to ouromnibus agreement with ArcLight, we pay ArcLight an annual administrative fee that is intended to compensate ArcLight forproviding, through TLP Management Services, certain corporate staff and support services to us, including services provided to usby the executive officers of our general partner. During the year ended December 31, 2017, we paid ArcLight an administrative feeof approximately $12.8 million. The administrative fee is a lump‑sum payment and does not reflect specific amounts attributable tothe compensation of the executive officers of our general partner while acting on our behalf. In addition, under the omnibus agreement, and prior to ArcLight acquiring our general partner on February 1, 2016, weagreed to reimburse TransMontaigne LLC for a portion of the incentive bonus awards made to key employees under theTransMontaigne Services LLC savings and retention plan, provided that the compensation committee of our general partnerdetermines that an adequate portion of the incentive bonus awards are indexed to the performance of our common units in the formof restricted phantom units. The value of our incentive bonus award reimbursement for a single grant year may be no less than $1.5million. Effective April 13, 2015 and beginning with the 2015 incentive bonus award, we have the option to provide thereimbursement in either a cash payment to TransMontaigne LLC (or ArcLight from and after February 1, 2016) or the delivery ofour common units to TransMontaigne LLC (or ArcLight from and after February 1, 2016) or to the award recipients, with thereimbursement made in accordance with the underlying vesting and payment schedule of the savings and retention plan. Prior tothe 2015 incentive bonus award, we reimbursed our portion of the incentive bonus awards by making cash payments toTransMontaigne LLC over the first year that each applicable award was granted. For the 2017 incentive bonus awards, the expenseassociated with the reimbursement was approximately $2.7 million.The board of directors and the compensation committee of our general partner perform only a limited advisory role insetting the compensation of the executive officers of our general partner, which for 2017 was determined by the compensationcommittee of TLP Management Services. The compensation committee of our general partner, however, determines the amount,timing and terms of all equity awards granted to our independent directors. For 2015 and prior years, such awards were grantedunder TransMontaigne Services LLC’s long‑term incentive plan. The primary elements of the executive compensation program for 2017 were a combination of annual cash and long‑termequity‑based compensation. During 2017, elements of compensation for our executive officers consisted of the following:·Annual base salary;·Discretionary annual cash awards;·Long‑term equity‑based compensation; and·Other compensation, including very limited perquisites.99 Table of Contents The elements of TLP Management Services’ compensation program for 2017, along with TransMontaigne LLC’s otherrewards (for example, benefits, work environment, career development), were intended to provide a total rewards package designedto support the business strategies of TransMontaigne LLC and our partnership. During 2017, TransMontaigne LLC did not use anyelements of compensation based on specific performance‑based criteria and did not have any other specific performance‑basedobjectives. Although the board of directors and the compensation committee of our general partner perform only a limited advisoryrole in setting the compensation of the executive officers of our general partner, we are not aware of any compensation elements ofTransMontaigne LLC’s compensation program which are reasonably likely to have a material adverse effect on us.TLP Management Services long‑term incentive plan and the savings and retention program was intended to align thelong‑term interests of the executive officers of our general partner with those of our unitholders to the extent a portion of the bonusawards under the savings and retention program is deemed invested in our common units.Employment and Other AgreementsWe have not entered into any employment agreements with any officers of our general partner.Compensation Committee ReportThe compensation committee has reviewed and discussed the Compensation Discussion and Analysis with management.Based on such review and discussions, the compensation committee recommended to the board of directors of our general partnerthat the Compensation Discussion and Analysis be included in our Annual Report on Form 10‑K for filing with the Securities andExchange Commission. COMPENSATION COMMITTEEJay A. Wiese, ChairSteven A. BlankBarry E. Welch COMPENSATION OF DIRECTORSEmployees of our general partner or its affiliates (including employees of ArcLight and its affiliates) who also serve asdirectors of our general partner do not receive additional compensation. Pursuant to our independent director annual compensationprogram, the independent directors receive annual compensation consisting of: (i) $60,000 annual cash retainer; paid quarterly inarrears, and (ii) common units valued at $90,000 and issued pursuant to the TLP Management Services long-term incentive plan,which common units are immediately vested and are not subject to forfeiture. For each annual award of common units issued to theindependent directors under the TLP Management Services long-term incentive plan, the awards will be made on the third Friday ofOctober (or the next trading day if the NYSE is closed), based on the closing sales price during normal trading hours of the commonunits on the NYSE. In addition, each director is reimbursed for out‑of‑pocket expenses in connection with attending meetings of theboard of directors or committees. No additional consideration is paid to the independent directors for service on any committee ofthe board of directors of our general partner or for service as a committee chairperson unless approved by the board in advance for aspecific engagement or transaction. Each director will be fully indemnified by us for actions associated with being a director to the extent permitted underDelaware law. The following table provides information concerning the compensation of our general partner’s directors for 2017.100 Table of Contents Director Compensation Table for 2017 Fees earned or Stock All other paid in cash ($) awards ($) compensation ($) Total ($) Name (a) (b) (c) (g) (h) Theodore D. Burke(1) — — — — Kevin M. Crosby(1) — — — — Daniel R. Revers(1) — — — — Lucius H. Taylor(1) — — — — Steven A. Blank $60,000 $90,000 — $150,000 Barry E. Welch $60,000 $90,000 — $150,000 Jay A. Wiese $60,000 $90,000 — $150,000 (1)Because Messrs. Burke, Crosby, Revers and Taylor are employees of an affiliate of our general partner, none of them receivedcompensation for service as a director of our general partner. At December 31, 2017, none of Messrs. Burke, Crosby, Reversand Taylor held any restricted phantom or other limited partner interests in the Partnership (except as to those securities overwhich Mr. Revers may be deemed to have beneficial ownership as described under Item 12. Security Ownership of CertainBeneficial Owners and Management and Related Unitholder Matters).COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONDuring the year ended December 31, 2017, Messrs. Blank, Welch and Wiese each served on the compensation committeeof our general partner. During 2017, none of the members of the compensation committee was an officer or employee of our generalpartner or any of our subsidiaries or served as an officer of any company with respect to which any of the executive officers of ourgeneral partner served on such company’s board of directors.LONG‑TERM INCENTIVE PLAN On February 26, 2016, the board of our general partner approved, subject to the approval of our unitholders, the TLPManagement Services 2016 long-term incentive plan, or otherwise referred to as TLP Management Services long-term incentiveplan and the TLP Management Services savings and retention program (discussed further below) which constitutes a program under,and is subject to, the TLP Management Services long-term incentive plan. On July 12, 2016, we held a special meeting of commonunitholders at which time the TLP Management Services long-term incentive plan was approved by the partnership’s commonunitholders. The TLP Management Services long-term incentive plan reserves 750,000 common units to be granted as awards under theplan, with such amount subject to adjustment as provided for under the terms of the plan if there is a change in our common units,such as a unit split or other reorganization. The common units authorized to be granted under the TLP Management Services long-term incentive plan are registered pursuant to a registration statement on Form S-8.The TLP Management Services long‑term incentive plan is administered by the compensation committee of the board ofdirectors of our general partner and is used for grants of restricted phantom units to the independent directors of our general partner.Up to and including the 2015 award grants, all annual award grants to the independent directors of our general partner vested andwere payable annually in equal tranches over a four-year period, subject to accelerated vesting upon a change in control ofTransMontaigne GP. Ownership in the awards was subject to forfeiture until the vesting date, but recipients had distribution andvoting rights from the date of the grant. Effective as of October 18, 2016, the board of directors of our general partner, with the concurrence of thecompensation committee, adopted a revised independent director annual compensation program, which program includesthe award of our common units valued at $90,000 and issued pursuant to the TLP Management Services long-termincentive plan, as described in more detail under Item 11. Executive Compensation – Compensation of Directors above. SAVINGS AND RETENTION PROGRAMOn February 26, 2016, the board of directors approved the savings and retention program, which constitutes a “program”under, and be subject to, the TLP Management Services long-term incentive plan described above, for employees who provideservices with respect to our business. The purpose of the plan was to provide for the reward and retention of101 Table of Contents certain key employees of TLP Management Services or its affiliates by providing them with bonus awards that vest over futureservice periods. Awards under the plan generally vested as to 50% of a participant’s annual award on the first day of the monthcontaining the second anniversary of the grant date and the remaining 50% on the first day of the month containing the thirdanniversary of the grant date, subject to earlier vesting upon a participant’s attainment of certain age or length of service thresholdsas specified in the plan. Awards are payable as to 50% of a participant’s annual award in the month containing the secondanniversary of the grant date, and the remaining 50% in the month containing the third anniversary of the grant date, subject toearlier payment upon the participant’s retirement after achieving the age or service thresholds, death or disability, involuntarytermination without cause or termination of a participant’s employment following a change in control, each as specified in the plan.Pursuant to the provisions of the plan, once participating employees of TLP Management Services reach the age andlength of service thresholds set forth below, awards are immediately vested and become payable as set forth above, and such vestedawards remain subject to forfeiture as specified in the plan. A person will satisfy the age and length of service thresholds of the planupon the attainment of the earliest of (a) age sixty, (b) age fifty-five and ten years of service as an officer of TLP ManagementServices or its affiliates, or (c) age fifty and twenty years of service as an employee of TLP Management Services or its affiliates.Each of Messrs. Boutin, Huff and Dugan have satisfied the age and length of service thresholds of the plan. Generally, only seniorlevel management of TLP Management Services receive awards under the savings and retention program. Although no assets aresegregated or otherwise set aside with respect to a participant’s account, the amount ultimately payable to a participant shall be theamount credited to such participant’s account as if such account had been invested in some or all of the investment funds selectedby the plan administrator.Under the second amended and restated omnibus agreement entered into on March 1, 2016, we have agreed to satisfy theincentive bonus awards made to key employees under the savings and retention program in either cash or in common units;provided the compensation committee and conflicts committee of our general partner approves the annual awards granted under theplan. The plan administrator allocated 100% of all 2016, 2017 and 2018 awards to the partnership’s common units fund. For the2017 incentive bonus awards, the expense associated with the reimbursement was approximately $2.7 million. ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDUNITHOLDER MATTERSThe following table sets forth certain information regarding the beneficial ownership of our common units as of March 9,2018 by each director of our general partner, by each individual serving as an executive officer of our general partner as of March 9,2018, by each person known by us to own more than 5% of the outstanding common units, and by all directors, director nomineesand the named executive officers as of March 9, 2018 as a group. The information set forth below is based solely upon informationfurnished by such individuals or contained in filings made by such beneficial owners with the SEC.102 Table of Contents The calculation of the percentage of beneficial ownership is based on an aggregate of 16,200,485 common unitsoutstanding as of March 9, 2018. Beneficial ownership is determined in accordance with the rules of the SEC and includes votingand investment power with respect to the common units. To our knowledge, except under applicable community property laws or asotherwise indicated, the persons named in the table have sole voting and sole investment power with respect to all common unitsbeneficially owned. Common units underlying outstanding phantom units, warrants or options that are currently exercisable orexercisable within 60 days of March 9, 2018 are deemed outstanding for the purpose of computing the percentage of beneficialownership of the person holding those options or warrants, but are not deemed outstanding for computing the percentage ofbeneficial ownership of any other person. The address for each named executive officer, director and director nominee is care ofTransMontaigne Partners L.P., 1670 Broadway, Suite 3100, Denver, Colorado 80202. Common units Percentage of beneficially common units Name of beneficial owner owned beneficially owned TLP Equity Holdings, LLC(1) 2,366,704 14.6%Gulf TLP Holdings, LLC(1) 800,000 4.9%Oppenheimer Funds, Inc.(2) 2,282,721 14.1%Named Executive Officers Frederick W. Boutin(3)(4) 78,347 *Robert T. Fuller(5)(6) 6,997 *Michael A. Hammell(7)(6) 5,627 *Mark Huff(8)(4) 36,720 *James F. Dugan(9)(4) 26,607 *Directors Steven A. Blank(10) 11,338 *Theodore D. Burke — *Kevin M. Crosby — *Daniel R. Revers(1) 3,166,704 19.5%Lucius H. Taylor — *Jay A. Wiese(10) 2,709 *Barry E. Welch(10) 2,709 *All directors, director nominees and executive officers as a group (12 persons) 3,337,758 20.6%*Less than 1%.(1)Based on the Schedule 13D filed with the Securities and Exchange Commission on April 11, 2016 by each of Daniel R.Revers, TLP Equity Holdings, LLC, a Delaware limited liability company (“TLPEH”); and Gulf TLP Holdings, LLC, aDelaware limited liability company (“Gulf”). TLPEH is indirectly owned by ArcLight Energy Partners Fund VI, L.P., which isindirectly owned by ArcLight Capital Holdings, LLC. Gulf is indirectly owned by ArcLight Energy Partners Fund VI, L.P.,which is indirectly owned by ArcLight Capital Holdings, LLC. Mr. Revers is the manager of the general partner of the limitedpartnership that manages ArcLight Capital Holdings, LLC. Mr. Revers reports shared voting and shared dispositive power overthe 3,166,704 common units reported above. TLPEH reports shared voting and shared dispositive power over the 2,366,704common units reported above. Gulf reports shared voting and shared dispositive power over the 800,000 common unitsreported above. The principal business address of each reporting person/entity is c/o ArcLight Capital Holdings, LLC, 200Clarendon Street, 55th Floor, Boston, Massachusetts 02117.(2)Based on the Schedule 13G (Amendment No. 7) filed with the Securities and Exchange Commission on February 5, 2018 byOppenheimerFunds, Inc. The address of OppenheimerFunds, Inc. is Two World Financial Center, 225 Liberty Street, New York,New York 10281. (3)Includes 5,843 phantom units awarded to Mr. Boutin in March 2016, 13,283 phantom units awarded to Mr. Boutin in February2017 and 17,542 phantom units awarded to Mr. Boutin in February 2018 pursuant to the TLP Management Services savingsand retention program, as well as the additional phantom units Mr. Boutin has received from quarterly in-kind distributions inrespect of Mr. Boutin’s phantom units. (4)Each of Messrs. Boutin, Huff and Dugan have satisfied the age and length of service thresholds under the prior and the currentsavings and retention plans, therefore, the common units beneficially owned and reported in the table above include phantomunits that were immediately vested upon grant and will become payable as to 50% of a participant’s award in the monthcontaining the second anniversary of the grant date, and the remaining 50% in the month containing the third103 Table of Contents anniversary of the grant date. The phantom units are subject to earlier payment as described under “—Savings and RetentionProgram” above. At the time of payment, phantom units will be paid out, in the sole discretion of the plan administrator, incash, in common units or a combination thereof.(5)Includes 1,826 phantom units that will vest within 60 days of March 9, 2018, which represents the first 50% of the phantomunits awarded to Mr. Fuller in March 2016, as well as the additional phantom units Mr. Fuller has received from quarterly in-kind distributions in respect to such 1,826 phantom units. Excludes the remaining 50% of the phantom units awarded to Mr.Fuller in March 2016, 5,535 phantom units awarded to Mr. Fuller in February 2017 and 7,309 phantom units awarded to Mr.Fuller in February 2018 under the TLP Management Services savings and retention program, as well as the additional phantomunits Mr. Fuller has received from quarterly in-kind distributions in respect of Mr. Fuller’s phantom units. (6)The phantom units vest 50% in the month containing the second anniversary of the grant date, and the remaining 50% in themonth containing the third anniversary of the grant date. Phantom units are subject to earlier vesting as described under “—Savings and Retention Program” above. At the time of payment, phantom units will be paid out, in the sole discretion of theplan administrator, in cash, in common units or a combination thereof.(7) Includes 2,191 phantom units that will vest within 60 days of March 9, 2018, which represents the first 50% of the phantomunits awarded to Mr. Hammell in March 2016, as well as the additional phantom units Mr. Hammell has received from quarterlyin-kind distributions in respect to such 2,191 phantom units. Excludes the remaining 50% of the phantom units awarded to Mr.Hammell in March 2016, 3,874 phantom units awarded to Mr. Hammell in February 2017 and 5,677 phantom units awarded toMr. Hammell in February 2018 under the TLP Management Services savings and retention program, as well as the additionalphantom units Mr. Hammell has received from quarterly in-kind distributions in respect of Mr. Hammell’s phantom units. (8)Includes 7,974 phantom units awarded to Mr. Huff in March 2016, 7,416 phantom units awarded to Mr. Huff in February 2017and 12,347 phantom units awarded to Mr. Huff in February 2018 pursuant to the TLP Management Services savings andretention program, as well as the additional phantom units Mr. Huff has received from quarterly in-kind distributions in respectof Mr. Huff’s phantom units. (9)Includes 5,112 phantom units awarded to Mr. Dugan in March 2016, 4,428 phantom units awarded to Mr. Dugan in February2017 and 7,096 phantom units awarded to Mr. Dugan in February 2018 pursuant to the TLP Management Services savings andretention program, as well as the additional phantom units Mr. Dugan has received from quarterly in-kind distributions inrespect of Mr. Dugan’s phantom units. (10)Includes the October 2017 award of common units under the TLP Management Services long-term incentive plan, pursuant towhich the independent directors receive common units valued at $90,000 (prorated based on length of service on the board ofour general partner) that are immediately vested.. EQUITY COMPENSATION PLAN INFORMATIONThe following table summarizes information about our equity compensation plans as of December 31, 2017. Number of securities remaining available for future issuance under Number of securities to be Weighted average equity compensation issued upon exercise of exercise price of plans (excluding outstanding options, outstanding options, securities reflected warrants and rights(1) warrants and rights in column (a))(1) (a) (b) (c) Equity compensation plans approved by security holders 146,121 — 603,879 Equity compensation plans not approved by security holders — — — Total 146,121 — 603,879 (1)Includes: (i) a total of 31,113 phantom unit awards outstanding that were granted in 2015 under the TransMontaigneServices LLC savings and retention plan, which awards were later assumed under the current savings and retention104 Table of Contents program, which constitutes a “program” under, and is subject to, the TLP Management Services long-term incentive plan(ii) a total of 59,825 phantom unit awards outstanding that were granted in 2016 under the savings and retention program,which constitutes a “program” under, and is subject to, the TLP Management Services long-term incentive plan; and (iii) atotal of 55,183 phantom unit awards outstanding that were granted in 2017 under the savings and retention program. TheTLP Management Services long-term incentive plan reserves 750,000 common units to be granted as awards under theplan, including the savings and retention program, with such amount subject to adjustment as provided for under the termsof the plan. ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEREVIEW, APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PERSONSOur general partner’s conflicts committee reviews specific matters that the board of directors of our general partner believesmay involve conflicts of interest and other transactions with related persons in accordance with the procedures set forth in ouramended and restated limited partnership agreement. Due to the conflicts of interest inherent in our operating structure, our generalpartner may, but is not required to, seek the approval of any conflict of interest transaction from the conflicts committee. Generally,such approval is requested for material transactions, including the purchase of a material amount of assets from TransMontaigne LLC or NGL prior to the ArcLight acquisition, and from ArcLight and its affiliates thereafter, or the modification of a materialagreement with the foregoing parties. Under our partnership agreement, any matter approved by the conflicts committee will beconclusively deemed fair and reasonable to the partnership, to be approved by all of our partners, and not to be a breach by ourgeneral partner of its fiduciary duties. The conflicts committee may consider any factors it determines in good faith to considerwhen resolving a conflict, including taking into account the totality of the relationships among the parties involved, includingother transactions that may be particularly favorable or advantageous to us. In addition, the conflicts committee has been grantedauthority to engage outside advisors to assist it in making its determinations.105 Table of Contents RELATIONSHIP AND AGREEMENTS WITH OUR AFFILIATES As a result of the ArcLight acquisition, ArcLight acquired an ownership interest in, and control of, our general partner.Consequently, the transaction resulted in a change in control of TLP. The ArcLight acquisition did not involve any of the limitedpartnership units in TLP held by the public, and our limited partnership units continue to trade on the NYSE. In addition, on April1, 2016, affiliates of ArcLight acquired approximately 3.2 million of our common limited partnership units from NGL. With thepurchase of the common units, ArcLight has a significant interest in our partnership through their ownership of the general partnerinterest, the incentive distribution rights and approximately 19.2% of the limited partner interests. The following table summarizes the distributions and payments to be made by us to our general partner and its otheraffiliates in connection with our ongoing operations.Operational stageDistributions of available cash to our general partner and itsaffiliates We will generally make cash distributions 98% to theunitholders and 2% to our general partner. In addition, ifdistributions exceed the minimum quarterly distribution andother higher target levels, our general partner will be entitled toincreasing percentages of the distributions, up to 50% of thedistributions above the highest target level. During the year ended December 31, 2017, we distributedapproximately $22.4 million to our general partner and itsaffiliates. Assuming we have sufficient available cash to pay theminimum quarterly distribution on all of our outstanding unitsfor four quarters, our general partner and its affiliates wouldreceive an annual distribution of approximately $0.5 million onthe 2% general partner interest and approximately $5.1 millionon their common units. Payments to our general partner and its affiliatesFor the year ended December 31, 2017, we paid our generalpartner and its affiliates an administrative fee of approximately $12.8 million for the provision of various general andadministrative services for our benefit. We also agreed toreimburse our general partner for a portion of the incentivebonus awards made to key employees under the TLPManagement Services savings and retention program (and thepredecessor TransMontaigne Services LLC savings andretention plan) and beginning with the 2015 incentive bonusaward, we have the option to provide the reimbursement ineither a cash payment to TLP Management Services or thedelivery of our common units to TLP Management Services orto the award recipients, with the reimbursement made inaccordance with the underlying vesting and payment scheduleof the savings and retention program. For further informationregarding these fees, please see “Omnibus Agreement” below.Omnibus agreementOn May 27, 2005 we entered into an omnibus agreement with TransMontaigne LLC and our general partner, whichagreement has been subsequently amended from time to time. In connection with the ArcLight acquisition of our general partner,effective February 1, 2016, we entered into the second amended and restated omnibus agreement to consent to the assignment of theomnibus agreement from TransMontaigne LLC to an ArcLight subsidiary, to waive the automatic termination that would haveoccurred at such time as TransMontaigne LLC ceased to control our general partner and to remove certain legacy provisions thatwere no longer applicable to the partnership. The omnibus agreement will continue in effect until the earlier to occur of (i) ArcLightceasing to control our general partner or (ii) the election of either us or the owner, following106 Table of Contents at least 24 months’ prior written notice to the other parties. Any or all of the provisions of the omnibus agreement, are terminable byArcLight at its option if our general partner is removed without cause and units held by our general partner and its affiliates are notvoted in favor of that removal.Under the omnibus agreement we pay ArcLight, the owner of TransMontaigne GP, an administrative fee for the provisionof various general and administrative services for our benefit. For the years ended December 31, 2017, 2016 and 2015, the annualadministrative fee paid to the owner of our general partner was approximately $12.8 million, $11.4 million and $11.3 million,respectively. If we acquire or construct additional facilities, the owner of TransMontaigne GP may propose a revised administrativefee covering the provision of services for such additional facilities, subject to approval by the conflicts committee of our generalpartner. For example, effective May 3, 2017 the board of TransMontaigne GP, with the concurrence of the conflicts committee,approved a $1.8 million annual increase (or $150,000 monthly) to the administrative fee related to the construction ofapproximately 2.0 million barrels of new tank capacity at our Collins, Mississippi bulk storage terminal. The increase was ratablyapplied monthly beginning May 3, 2017 based on the percentage of the approximately 2.0 million barrels of new tank capacityplaced into service. The administrative fee encompasses services to perform centralized corporate functions, such as legal,accounting, treasury, insurance administration and claims processing, health, safety and environmental, information technology,human resources, credit, payroll, taxes, engineering and other corporate services.The omnibus agreement further provides that we pay the owner of TransMontaigne GP an insurance reimbursement forinsurance policies purchased on our behalf to cover our facilities and operations. For the years ended December 31, 2017, 2016 and2015, the insurance reimbursement paid was approximately $nil, $3.1 million and $3.8 million, respectively. On October 31, 2016,we contracted directly with insurance carriers for the majority of the partnership’s insurance requirements. For the years endedDecember 31, 2017, 2016 and 2015, the expense associated with insurance contracted directly by us was $4.1 million, $1.0 millionand $nil, respectively.We also reimburse the owner of TransMontaigne GP for direct operating costs and expenses, such as salaries of operationalpersonnel performing services on‑site at our terminals and pipelines and the cost of their employee benefits, including 401(k) andhealth insurance benefits.Prior to March 1, 2016, under the omnibus agreement we agreed to reimburse the owner of TransMontaigne GP for aportion of the incentive bonus awards made to key employees under the owner’s savings and retention plan, provided thecompensation committee of our general partner determined that an adequate portion of the incentive bonus awards were indexed tothe performance of our common units in the form of restricted phantom units. The value of our incentive bonus awardreimbursement for a single grant year could be no less than $1.5 million. Effective April 13, 2015 and beginning with the 2015incentive bonus award, we have the option to provide the reimbursement in either a cash payment or the delivery of our commonunits to the owner of TransMontaigne GP or directly to the award recipients, with the reimbursement made in accordance with theunderlying vesting and payment schedule of the savings and retention program. Prior to the 2015 incentive bonus award, wereimbursed our portion of the incentive bonus awards by making cash payments to the owner of TransMontaigne GP over the firstyear that each applicable award was granted.Under the second amended and restated omnibus agreement entered into on March 1, 2016, we agreed to satisfy theincentive bonus awards made to key employees under the savings and retention program, including awards granted in 2015 and2016, in either cash or in common units; provided the compensation committee and conflicts committee of our general partnerapproves the annual awards granted under the plan. For the years ended December 31, 2017, 2016 and 2015, the expense associatedwith the reimbursement of incentive bonus awards was approximately $2.7 million, $2.5 million and $1.3 million, respectively.IndemnificationWe have entered into various indemnification agreements with TransMontaigne LLC, which are discussed under Item 1.“Business and Properties—Environmental Matters—Site Remediation” of this Annual Report. These indemnification obligations ofTransMontaigne LLC to us remain in place and were not affected by the ArcLight acquisition.DIRECTOR INDEPENDENCEA description of the independence of the board of directors of our general partner may be found under Item 10. “Directors,Executive Officers of our General Partner and Corporate Governance” of this Annual Report.107 Table of Contents ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICESDeloitte & Touche LLP is our independent auditor. Deloitte & Touche LLP’s accounting fees and services were as follows: 2017 2016 Audit fees(1) $688,000 $673,000 Comfort letter and consents 150,000 148,000 Audit-related fees — — Tax fees — — All other fees — — Total accounting fees and services $838,000 $821,000 (1)Represents an estimate of fees for professional services provided in connection with the annual audit of our financialstatements and internal control over financial reporting, including Sarbanes‑Oxley 404 attestation, the reviews of our quarterlyfinancial statements, and other services provided by the auditor in connection with statutory and regulatory filings.The audit committee of our general partner’s board of directors has adopted an audit committee charter, which is availableon our website at www.transmontaignepartners.com. The charter requires the audit committee to approve in advance all audit andnon‑audit services to be provided by our independent registered public accounting firm. All services reported in the audit, comfortletter and consents, audit‑related, tax and all other fees categories above were approved by the audit committee in advance.108 Table of Contents Part IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES(A)1—The following documents are filed as a part of this Annual Report.1.Consolidated Financial Statements and Schedules. See the index to the consolidated financial statements ofTransMontaigne Partners L.P. and its subsidiaries that appears under Item 8. “Financial Statements and SupplementaryData” of this Annual Report.2.Financial Statement Schedules. Financial statement schedules included in this Item 15 are the financial statements ofBattleground Oil Specialty Terminal Company LLC. Other schedules are omitted because they are not required, areinapplicable or the required information is included in the financial statements or notes thereto.3.Exhibits. A list of exhibits required by Item 601 of Regulation S‑K to be filed as part of this Annual Report.(A)2— Battleground Oil Specialty Terminal Company LLC Financial Statements, with a Report of Independent Auditors, asof December 31, 2017 and 2016 and for the Years Ended December 31, 2017, 2016 and 2015.109 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors ofBattleground Oil Specialty Terminal Company LLC: We have audited the accompanying financial statements of Battleground Oil Specialty Terminal Company LLC, whichcomprise the balance sheets as of December 31, 2017 and 2016, and the related statements of income, of members’ equity,and of cash flows for each of the three years in the period ended December 31, 2017. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance withaccounting principles generally accepted in the United States of America; this includes the design, implementation, andmaintenance of internal control relevant to the preparation and fair presentation of financial statements that are free frommaterial misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on the financial statements based on our audits. We conducted our audits inaccordance with auditing standards generally accepted in the United States of America. Those standards require that weplan and perform the audit to obtain reasonable assurance about whether the financial statements are free from materialmisstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financialstatements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatementof the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal controlrelevant to the Company's preparation and fair presentation of the financial statements in order to design audit proceduresthat are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of theCompany's internal control. Accordingly, we express no such opinion. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of significant accounting estimates made bymanagement, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidencewe have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position ofBattleground Oil Specialty Terminal Company LLC as of December 31, 2017 and 2016, and the results of its operations andits cash flows for each of the three years in the period ended December 31, 2017, in accordance with accounting principlesgenerally accepted in the United States of America. Emphasis of Matter As discussed in Note 4 to the financial statements, the Company has extensive operations and relationships with its member,Kinder Morgan Battleground Oil, LLC and other affiliated companies. /s/PricewaterhouseCoopers LLP Houston, TexasFebruary 26, 2018110 Table of Contents BATTLEGROUND OIL SPECIALTY TERMINAL COMPANY LLCSTATEMENTS OF INCOME(In Thousands) Year Ended December 31,201720162015Revenues$66,235$66,863$70,710Operating Costs and ExpensesOperations and maintenance28,05220,10518,898Depreciation and amortization18,54318,40118,092General and administrative3,1343,6942,673Taxes other than income taxes5,6225,7765,947Total Operating Costs and Expenses55,35147,97645,610Operating Income10,88418,88725,100Other Income—1—Income Before Taxes10,88418,88825,100Income Tax Expense336174177Net Income$10,548$18,714$24,923 The accompanying notes are an integral part of these financial statements. 111 Table of Contents BATTLEGROUND OIL SPECIALTY TERMINAL COMPANY LLCBALANCE SHEETS(In Thousands) December 31,20172016ASSETSCurrent assetsCash and cash equivalents$18,716$21,068Accounts receivable, net6721,240Inventories1,663677Other current assets3,925252Total current assets24,97623,237Property, plant and equipment, net468,727484,677Deferred charges and other assets621654Total Assets$494,324$508,568LIABILITIES AND MEMBERS' EQUITYCurrent liabilitiesAccounts payable$6,871$4,589Accrued taxes, other than income taxes5,6695,818Other current liabilities5,0102,392Total current liabilities17,55012,799Commitments and contingencies (Notes 2 and 5)Members' Equity476,774495,769Total Liabilities and Members' Equity$494,324$508,568 The accompanying notes are an integral part of these financial statements. 112 Table of Contents BATTLEGROUND OIL SPECIALTY TERMINAL COMPANY LLCSTATEMENTS OF CASH FLOWS(In Thousands) Year Ended December 31,201720162015Cash Flows From Operating ActivitiesNet income$10,548$18,714$24,923Adjustments to reconcile net income to net cash provided by operatingactivities:Depreciation and amortization18,54318,40118,092Other non-cash items19050391Changes in components of working capital:Accounts receivable322138678Inventories(986)23115Accounts payables2,522(430)1,656Other current assets and liabilities(1,105)(242)1,479Other long-term assets and liabilities(65)197(345)Net Cash Provided by Operating Activities29,96936,85146,989Cash Flows From Investing ActivitiesCapital expenditures(3,028)(4,633)(13,362)Other250—90Net Cash Used in Investing Activities(2,778)(4,633)(13,272)Cash Flows From Financing ActivitiesContributions from Members3425,0009,943Distributions to Members(29,885)(34,942)(41,207)Net Cash Used in Financing Activities(29,543)(29,942)(31,264)Net (Decrease) Increase in Cash and Cash Equivalents(2,352)2,2762,453Cash and Cash Equivalents, beginning of period21,06818,79216,339Cash and Cash Equivalents, end of period$18,716$21,068$18,792 The accompanying notes are an integral part of these financial statements. 113 Table of Contents BATTLEGROUND OIL SPECIALTY TERMINAL COMPANY LLCSTATEMENTS OF MEMBERS' EQUITY(In Thousands) Class AunitholdersClass BunitholdersTotalunitholdersBalance at December 31, 2014$513,338$—$513,338Net income23,4811,44224,923Contributions9,943—9,943Distributions(39,765)(1,442)(41,207)Balance at December 31, 2015506,997—506,997Net income17,4911,22318,714Contributions5,000—5,000Distributions(33,719)(1,223)(34,942)Balance at December 31, 2016495,769—495,769Net income9,5021,04610,548Contributions342—342Distributions(28,839)(1,046)(29,885)Balance at December 31, 2017$476,774$—$476,774 The accompanying notes are an integral part of these financial statements. 114 Table of Contents BATTLEGROUND OIL SPECIALTY TERMINAL COMPANY LLCNOTES TO FINANCIAL STATEMENTS 1. General We are a Delaware limited liability company, formed on May 26, 2011. When we refer to “us,” “we,” “our,” “ours,” “theCompany”, or “BOSTCO,” we are describing Battleground Oil Specialty Terminal Company LLC. The member interests in us (collectively referred to as the Class A Members) are as follows: ∠55.0% - Kinder Morgan Battleground Oil, LLC (KM Battleground Oil), a subsidiary of Kinder Morgan, Inc. (KMI);∠42.5% - TransMontaigne Operating Company L.P. (TransMontaigne), a wholly owned subsidiary of TransMontaignePartners L.P.; and∠ 2.5% - Tauber Terminals, L.P. (Tauber), a Texas limited partnership. In addition, we have Class B member interests further described in Note 4. We own and operate a terminal facility that has 7.1 million barrels of distillate, residual fuel and other black oil product storageat a Houston Ship Channel site. The facility also has deep draft docks and high speed pumps. 2. Summary of Significant Accounting Policies Basis of Presentation We have prepared our accompanying financial statements in accordance with the accounting principles contained in theFinancial Accounting Standards Board's (FASB) Accounting Standards Codification, the single source of United States GenerallyAccepted Accounting Principles (GAAP) and referred to in this report as the Codification. Management has evaluated subsequent events through February 26, 2018, the date the financial statements were available tobe issued. Out of Period of Adjustment A $1,435,000 out of period correction was recorded in 2016 resulting in a decrease in operations and maintenance expense andincrease in net income. This adjustment relates to the over accrual of certain dredging service costs in 2014 and 2015. Managementevaluated this error taking into account both qualitative and quantitative factors and considered the impact in relation to eachperiod in which they originated. The impact of recognizing this adjustment in prior years was not significant to any individualperiod. Management believes this adjustment is immaterial to the financial statements presented herein and the previously issuedfinancial statements.Use of Estimates Certain amounts included in or affecting our financial statements and related disclosures must be estimated, requiring us tomake certain assumptions with respect to values or conditions which cannot be known with certainty at the time our financialstatements are prepared. These estimates and assumptions affect the amounts we report for assets and liabilities, our revenues andexpenses during the reporting period, and our disclosures, including as it relates to contingent assets and liabilities at the date ofour financial statements. We evaluate these estimates on an ongoing basis, utilizing historical experience, consultation with expertsand other methods we consider reasonable in the particular circumstances. Nevertheless, actual results may differ115 Table of Contents significantly from our estimates. Any effects on our business, financial position or results of operations resulting from revisions tothese estimates are recorded in the period in which the facts that give rise to the revision become known. In addition, we believe that certain accounting policies are of more significance in our financial statement preparation processthan others, and set out below are the principal accounting policies we apply in the preparation of our financial statements. Cash Equivalents We define cash equivalents as all highly liquid short-term investments with original maturities of three months or less. Accounts Receivable, net We establish provisions for losses on accounts receivable due from customers if we determine that we will not collect all or partof the outstanding balance. We regularly review collectability and establish or adjust our allowance as necessary using the specificidentification method. As of December 31, 2017, our allowance for doubtful accounts was $246,000. We had no allowance fordoubtful accounts as of December 31, 2016. Inventories Our inventories, which consist of consumable spare parts used in the operations of the facilities, are valued at weighted-averagecost, and we periodically review for physical deterioration and obsolescence. Property, Plant and Equipment, net Our property, plant and equipment is recorded at its original cost of construction or, upon acquisition, at the fair value of theassets acquired. For constructed assets, we capitalize all construction-related direct labor and material costs, as well as indirectconstruction costs. The indirect capitalized labor and related costs are based upon estimates of time spent supporting constructionprojects. We use the straight-line method to depreciate property, plant and equipment over the estimated useful life for each asset. Thecost of property, plant and equipment sold or retired and the related depreciation are removed from the balance sheet in the periodof sale or disposition. Gains or losses resulting from property sales or dispositions are recognized in the period incurred. Wegenerally include gains or losses in “Operations and maintenance” on our accompanying Statements of Income. Asset Retirement Obligations (ARO) We record liabilities for obligations related to the retirement and removal of long-lived assets used in our businesses. Werecord, as liabilities, the fair value of ARO on a discounted basis when they are incurred and can be reasonably estimated, which istypically at the time the assets are installed or acquired. Amounts recorded for the related assets are increased by the amount of theseobligations. Over time, the liabilities increase due to the change in their present value, and the initial capitalized costs aredepreciated over the useful lives of the related assets. The liabilities are eventually extinguished when the asset is taken out ofservice. We are required to operate and maintain our assets, and intend to do so as long as supply and demand for such services exists,which we expect for the foreseeable future. Therefore, we believe that we cannot reasonably estimate the ARO for the substantialmajority of assets because these assets have indeterminate lives. We continue to evaluate our ARO and future developments couldimpact the amounts we record. We had no recorded ARO as of December 31, 2017 and 2016. 116 Table of Contents Asset Impairments We evaluate our assets for impairment when events or circumstances indicate that their carrying values may not be recovered.These events include changes in the manner in which we intend to use a long-lived asset, decisions to sell an asset and adversechanges in market conditions or in the legal or business environment such as adverse actions by regulators. If an event occurs,which is a determination that involves judgment, we evaluate the recoverability of the carrying value of our long-lived asset basedon the long-lived asset's ability to generate future cash flows on an undiscounted basis. If an impairment is indicated, or if we decideto sell a long-lived asset or group of assets, we adjust the carrying value of the asset downward, if necessary, to its estimated fairvalue. Our fair value estimates are generally based on assumptions market participants would use, including market data obtainedthrough the sales process or an analysis of expected discounted future cash flows. There were no impairments for the years endedDecember 31, 2017, 2016 and 2015. Revenue Recognition Our revenue is generated from storage services under long-term storage contracts. We recognize storage revenues on firmcontracted capacity ratably over the contract period regardless of the volume of petroleum products stored. We may also generaterevenues from throughput movements and ancillary services. We record revenues for these additional services when performed andearned, subject to possible contractual minimums and maximums. For the year ended December 31, 2017, revenues from our five largest non-affiliate customers were approximately $11,671,000,$11,230,000, $9,648,000, $8,886,000 and $6,994,000, respectively, each of which exceeded 10% of our operating revenues. Forthe year ended December 31, 2016, revenues from our three largest non-affiliate customers were approximately $12,519,000,$11,003,000 and $9,380,000, respectively, each of which exceeded 10% of our operating revenues. For the year ended December31, 2015, revenues from our three largest non-affiliate customers were approximately $12,424,000, $10,739,000 and $8,702,000,respectively, and revenues from our largest affiliate customer was approximately $7,480,000, each of which exceeded 10% of ouroperating revenues. During 2015, we recognized $8,219,000 of revenue associated with amounts collected on the early termination of a storagecontract. Operations and Maintenance Operations and maintenance includes $3,787,000, $(370,000) and $862,000 of dredging service costs for the years endedDecember 31, 2017, 2016 and 2015, respectively, see “Out of period adjustment” above. Actual dredging services costs arecapitalized and included in “Other current assets” and “Deferred charges and other assets” on our accompanying Balance Sheets.The capitalized dredging costs are amortized until the next dredging operation (an approximate 12 to 24 month period). We use thestraight-line method to amortize dredging service costs. 117 Table of Contents Environmental Matters We capitalize or expense, as appropriate, environmental expenditures. We capitalize certain environmental expendituresrequired in obtaining rights-of-way, regulatory approvals or permitting as part of the construction. We accrue and expenseenvironmental costs that relate to an existing condition caused by past operations, which do not contribute to current or futurerevenue generation. We generally do not discount environmental liabilities to a net present value, and we record environmentalliabilities when environmental assessments and/or remedial efforts are probable and we can reasonably estimate the costs.Generally, our recording of these accruals coincides with our completion of a feasibility study or our commitment to a formal planof action. We recognize receivables for anticipated associated insurance recoveries when such recoveries are deemed to be probable. We routinely conduct reviews of potential environmental issues and claims that could impact our assets or operations. Thesereviews assist us in identifying environmental issues and estimating the costs and timing of remediation efforts. We also routinelyadjust our environmental liabilities to reflect changes in previous estimates. In making environmental liability estimations, weconsider the material effect of environmental compliance, pending legal actions against us, and potential third-party liabilityclaims. Often, as the remediation evaluation and effort progresses, additional information is obtained, requiring revisions toestimated costs. These revisions are reflected in our income in the period in which they are reasonably determinable. We are subject to environmental cleanup and enforcement actions from time to time. In particular, ComprehensiveEnvironmental Response, Compensation and Liability Act generally imposes joint and several liability for cleanup andenforcement costs on current and predecessor owners and operators of a site, among others, without regard to fault or the legality ofthe original conduct, subject to the right of a liable party to establish a “reasonable basis” for apportionment of costs. Ouroperations are also subject to federal, state and local laws and regulations relating to protection of the environment. Although webelieve our operations are in substantial compliance with applicable environmental law and regulations, risks of additional costsand liabilities are inherent in our operations, and there can be no assurance that we will not incur significant costs and liabilities.Moreover, it is possible that other developments, such as increasingly stringent environmental laws, regulations and enforcementpolicies under the terms of authority of those laws, and claims for damages to property or persons resulting from our operations,could result in substantial costs and liabilities to us. Although it is not possible to predict the ultimate outcomes, we believe that the resolution of the environmental matters, andother matters to which we are a party, will not have a material adverse effect on our business, financial position, results of operationsor cash flows. We had no accruals for any outstanding environmental matters as of December 31, 2017 and 2016. Legal Proceedings We are party to various legal, regulatory and other matters arising from the day-to-day operations of our business that mayresult in claims against the Company. Although no assurance can be given, we believe, based on our experiences to date and takinginto account established reserves, that the ultimate resolution of such items will not have a material adverse impact on our business,financial position, results of operations or cash flows. We believe we have meritorious defenses to the matters to which we are aparty and intend to vigorously defend the Company. When we determine a loss is probable of occurring and is reasonablyestimable, we accrue an undiscounted liability for such contingencies based on our best estimate using information available at thattime. If the estimated loss is a range of potential outcomes and there is no better estimate within the range, we accrue the amount atthe low end of the range. We disclose contingencies where an adverse outcome may be material, or in the judgment of management,we conclude the matter should otherwise be disclosed. As of December 31, 2017 and 2016, we had $1,642,000 accrued for a dispute with a customer related to the commencement ofour operations. The dispute was settled in January 2018 and the parties entered into a services agreement with a five-year term overwhich period we intend to amortize the accrued amount. The settlement and resulting amortization will not have a material118 Table of Contents adverse effect on our financial position or results of operations. Other Contingencies We recognize liabilities for other contingencies when we have an exposure that indicates it is both probable that a liability hasbeen incurred and the amount of loss can be reasonably estimated. Where the most likely outcome of a contingency can bereasonably estimated, we accrue an undiscounted liability for that amount. Where the most likely outcome cannot be estimated, arange of potential losses is established and if no one amount in that range is more likely than any other, the low end of the range isaccrued. Income Taxes We are a limited liability company that is treated as a partnership for income tax purposes and are not subject to federal or stateincome taxes. Accordingly, no provision for federal or state income taxes has been recorded in our financial statements. The taxeffects of our activities accrue to our Members who report on their individual federal income tax returns their share of revenues andexpenses. However, we are subject to Texas margin tax (a revenue based calculation), which is presented as “Income Tax Expense”on our accompanying Statements of Income. 3. Property, Plant and Equipment, net Our property, plant and equipment, net consisted of the following (in thousands):December 31,Useful Life inYears20172016Terminal and storage facilities10 - 40$437,977$435,730Buildings5 - 3012,95512,955Other support equipment5 - 3076,84676,606Accumulated depreciation and amortization(73,395)(54,868)454,383470,423Land13,16813,168Construction work in process1,1761,086Property, plant and equipment, net$468,727$484,677 4. Related Party Transactions Limited Liability Company Agreement (LLC Agreement) Our profits and losses, and cash distributions are allocated, and made within 45 days after the end of each quarter, on a pro-ratabasis to our Members in accordance with their equity percentage interests and profit interests, subject to other conditions as definedin the LLC Agreement. The Class A and Class B Members share in our profits and losses on a 96.5% and 3.5% pro-rata basis,respectively. Class B Member interests are not required to make capital contributions in order to maintain their profit interests.Class A units outstanding as of December 31, 2017 and 2016 were 14,914,900. Class B units outstanding as of December 31, 2017and 2016 were 700. Changes and amendments to the terms of the LLC Agreement, including its provisions regarding the approval of additionalcapital contributions, require both KM Battleground Oil and TransMontaigne approvals pursuant to the LLC Agreement. Class Aand Class B Members have other rights, preferences, restrictions, obligations, and limitations, including limitations as to the transferof ownership interests.119 Table of Contents Affiliate Agreement Pursuant to the operations and reimbursement agreement, KM Battleground Oil operates our terminal facility and we pay thema service fee. The service fee for the years ended December 31, 2017, 2016 and 2015 was approximately $1,609,000, $1,574,000and $1,544,000, respectively, and is reflected in “Operations and maintenance” on our accompanying Statements of Income. Other Affiliate Balances and Activities We enter into transactions with our affiliates within the ordinary course of business and the services are based on the same termsas non-affiliates. We do not have employees. Employees of KMI provide services to us. In accordance with our governance documents,wereimburse KMI at cost. The following table summarizes our balance sheet affiliate balances (in thousands):December 31,20172016Accounts receivable, net$443$182Prepayments(a)102239Accounts payable1,8301,452 ____________(a)Included in “Other current assets” and “Deferred charges and other assets” on our accompanying Balance Sheets. The following table shows revenues and costs from our affiliates (in thousands):Year Ended December 31,201720162015Revenues$665$4,751$7,480Operations and maintenance10,6459,7749,486General and administrative3,1342,9632,673 Subsequent Event In February 2018, we made cash distributions to our Class A and B Members totaling $5,106,000. 5. Commitments We lease property and equipment under various operating leases. Future minimum annual rental commitments under our120 Table of Contents operating leases as of December 31, 2017, are as follows (in thousands):YearTotal2018$4192019422202037820213892022400Thereafter7,046Total$9,054 Rent expense on our lease obligations for the years ended December 31, 2017, 2016 and 2015 was approximately $429,000,$464,000 and $471,000, respectively, and is reflected in “Operations and maintenance” on our accompanying Statements ofIncome. 121 Table of Contents 6. Recent Accounting Pronouncements Accounting Standards Updates Topic 606 On May 28, 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” followed by a series ofrelated accounting standard updates (collectively referred to as “Topic 606”). Topic 606 is designed to create greater revenuerecognition and disclosure comparability in financial statements. The provisions of Topic 606 include a five-step process bywhich an entity will determine revenue recognition, depicting the transfer of goods or services to customers in amountsreflecting the payment to which an entity expects to be entitled in exchange for those goods or services. Topic 606 requirescertain disclosures about contracts with customers and provides more comprehensive guidance for transactions such asservice revenue, contract modifications, and multiple-element arrangements. Topic 606 will require that our revenue recognition policy disclosure include further detail regarding our performanceobligations as to the nature, amount, timing, and estimates of revenue and cash flows generated from our contracts withcustomers. Topic 606 will also require disclosure of significant changes in contract asset and contract liability balancesperiod to period and the amount of the transaction price allocated to performance obligations that are unsatisfied (or partiallyunsatisfied) as of the end of the reporting period, as applicable. We utilized the modified retrospective method to adopt theprovisions of this standard effective January 1, 2018, which required us to apply the new revenue standard to (i) all newrevenue contracts entered into after January 1, 2018 and (ii) all existing revenue contracts as of January 1, 2018 through acumulative adjustment to equity. In accordance with this approach, our consolidated revenues for periods prior to January 1,2018 will not be revised. The cumulative effect of the adoption of this standard as of January 1, 2018 was not material. ASU No. 2016-02 On February 25, 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” This ASU requires that lesseesrecognize assets and liabilities on the balance sheet for the present value of the rights and obligations created by all leaseswith terms of more than 12 months. The ASU also will require disclosures designed to give financial statement usersinformation on the amount, timing, and uncertainty of cash flows arising from leases. ASU No. 2016-02 will be effective forus as of January 1, 2019. We are currently reviewing the effect of ASU No. 2016-02. ASU No. 2018-01 On January 25, 2018, the FASB issued ASU No. 2018-01, “Land Easement Practical Expedient for Transition to Topic842.” This ASU provides an optional transition practical expedient that, if elected, would not require companies toreconsider its accounting for existing or expired land easements before the adoption of Topic 842 and that were notpreviously accounted for as leases under Topic 840. ASU No. 2018-01 will be effective for us as of January 1, 2019, andearlier adoption is permitted. We are currently reviewing the effect of this ASU to our financial statements.122 Table of Contents (A)3—EXHIBITS:ExhibitNumber Description 2.1 Facilities Sale Agreement, dated as of December 29, 2006, by and between TransMontaigne ProductServices LLC (formerly known as TransMontaigne Product Services Inc.) and TransMontaignePartners L.P. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8‑K filed byTransMontaigne Partners L.P. with the SEC on January 5, 2007). 2.2 Facilities Sale Agreement, dated as of December 28, 2007, by and between TransMontaigne ProductServices LLC and TransMontaigne Partners L.P. (incorporated by reference to Exhibit 2.1 of the CurrentReport on Form 8‑K filed by TransMontaigne Partners L.P. with the SEC on January 3, 2008). 3.1 Certificate of Limited Partnership of TransMontaigne Partners L.P., dated February 23, 2005 (incorporatedby reference to Exhibit 3.1 of TransMontaigne Partners L.P.’s Registration Statement on Form S‑1(Registration No. 333‑123219) filed on March 9, 2005). 3.2 First Amended and Restated Agreement of Limited Partnership of TransMontaigne Partners L.P., datedMay 27, 2005 (incorporated by reference to Exhibit 3.1 of the Annual Report on Form 10‑K filed byTransMontaigne Partners L.P. with the SEC on September 13, 2005). 3.3 First Amendment to the First Amended and Restated Agreement of Limited Partnership ofTransMontaigne Partners L.P. dated January 23, 2006 (incorporated by reference to Exhibit 3.3 ofTransMontaigne Partners L.P.’s Annual Report on Form 10‑K filed by TransMontaigne Partners with theSEC on March 8, 2010). 3.4 Second Amendment to the First Amended and Restated Agreement of Limited Partnership ofTransMontaigne Partners L.P. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8‑Kfiled by TransMontaigne Partners L.P. with the SEC on April 8, 2008). 3.5 Third Amendment to the First Amended and Restated Agreement of Limited Partnership ofTransMontaigne Partners L.P. dated May 5, 2015 (incorporated by reference to Exhibit 3.1 of theQuarterly Report on Form 10-Q filed by TransMontaigne Partners L.P. with the SEC on May 7, 2015). 4.1 Indenture, dated February 12, 2018, among TransMontaigne Partners L.P., TLP Finance Corp. and U.S.Bank National Association (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-Kfiled by TransMontaigne Partners L.P. with the SEC on February 12, 2018). 4.2 First Supplemental Indenture, dated as of February 12, 2018, among TransMontaigne Partners L.P., TLPFinance Corp., the guarantors named therein and U.S. Bank National Association (incorporated byreference to Exhibit 4.1 of the Current Report on Form 8-K filed by TransMontaigne Partners L.P. with theSEC on February 12, 2018). 10.1 Third Amended and Restated Senior Secured Credit Facility, dated March 13, 2017, amongTransMontaigne Operating Company L.P., as borrower, Wells Fargo Bank, National Association, asAdministrative Agent, US Bank, National Association, as Syndication Agent, Joint Lead Arranger andJoint Book Runner, Bank of America, N.A., Citibank, N.A., MUFG Union Bank N.A. and Royal Bank ofCanada, each as Documentation Agents, Wells Fargo Securities, LLC, as Joint Lead Arranger and JointLead Book Runner, and the other financial institutions a party thereto (incorporated by reference toExhibit 10.1 of the Annual Report on Form 10-K filed by TransMontaigne Partners L.P. with the SEC onMarch 14, 2017). 10.2 Contribution, Conveyance and Assumption Agreement, dated May 27, 2005, by and amongTransMontaigne LLC, TransMontaigne Partners L.P., TransMontaigne GP L.L.C., TransMontaigneOperating GP L.L.C., TransMontaigne Operating Company L.P., TransMontaigne Product Services LLCand Coastal Fuels Marketing, Inc., Coastal Terminals L.L.C., Razorback L.L.C., TPSI Terminals L.L.C. andTransMontaigne Services LLC. (incorporated by reference to Exhibit 10.2 of the Annual Report onForm 10‑K filed by TransMontaigne Partners L.P. with the SEC on September 13, 2005). 123 Table of Contents ExhibitNumber Description 10.3 Second Amended and Restated Omnibus Agreement, dated March 1, 2016, by and among Gulf TLPHoldings, LLC, TLP Management Services LLC, TransMontaigne Partners L.P., TransMontaigne GPL.L.C., TransMontaigne Operating GP L.L.C. and TransMontaigne Operating Company L.P. (incorporatedby reference to Exhibit 10.2 of the Quarterly Report on Form 8‑K filed by TransMontaigne Partners L.P.with the SEC on March 3, 2016). 10.4+ 2016 Long‑Term Incentive Plan (incorporated by reference to Exhibit 10.3 of the Quarterly Report onForm 8‑K filed by TransMontaigne Partners L.P. with the SEC on March 3, 2016). 10.5+ Form of 2016 Long‑Term Incentive Plan Non‑Employee Director Award Agreement (incorporated byreference to Exhibit 10.12 of the Annual Report on Form 10‑K filed by TransMontaigne Partners L.P. withthe SEC on March 10, 2016). 10.6+ TLP Management Services LLC Savings and Retention Program (incorporated by reference toExhibit 10.4 of the Quarterly Report on Form 8‑K filed by TransMontaigne Partners L.P. with the SEC onMarch 3, 2016). 10.7 Registration Rights Agreement, dated May 27, 2005, by and between TransMontaigne Partners L.P. andMSDW Morgan Stanley Strategic Investments, Inc. (formerly MSDW Bondbook Ventures Inc.)(incorporated by reference to Exhibit 10.7 of the Annual Report on Form 10‑K filed by TransMontaignePartners L.P. with the SEC on September 13, 2005). 10.8 Terminaling Services Agreement—Southeast and Collins/Purvis, dated January 1, 2008, betweenTransMontaigne Partners L.P. and Morgan Stanley Capital Group Inc., as amended (assigned in part toNGL Energy Partners LP on July 1, 2014) (incorporated by reference to Exhibit 10.16 of the AnnualReport on Form 10 K filed by TransMontaigne Partners L.P. with the SEC on March 10, 2008). Certainportions of this exhibit have been omitted and filed separately with the Commission pursuant to a requestfor confidential treatment under Rule 24b 2 as promulgated under the Securities Exchange Act of 1934. 10.9 Sixth Amendment to Terminaling Services Agreement—Southeast and Collins/Purvis, dated July 16,2013, between TransMontaigne Partners L.P. and Morgan Stanley Capital Group Inc. (assigned in part toNGL Energy Partners LP on July 1, 2014) (incorporated by reference to Exhibit 10.1 of the Current Reporton Form 8 K filed by TransMontaigne Partners L.P. with the SEC on July 17, 2013). 10.10 Seventh Amendment to Terminaling Services Agreement—Southeast and Collins/Purvis, dated December20, 2013, between TransMontaigne Partners L.P. and Morgan Stanley Capital Group Inc. (assigned in partto NGL Energy Partners LP on July 1, 2014) (incorporated by reference to Exhibit 10.1 of the CurrentReport on Form 8 K filed by TransMontaigne Partners L.P. with the SEC on December 23, 2013). 10.11 Eighth Amendment to Terminaling Services Agreement—Southeast and Collins/Purvis, dated November4, 2014, between TransMontaigne Partners L.P. and NGL Energy Partners LP. (incorporated by referenceto Exhibit 10.19 of the Annual Report on Form 10‑K filed by TransMontaigne Partners L.P. with the SECon March 10, 2016). 10.12 Amendment No. 9 to Terminaling Services Agreement—Southeast and Collins/Purvis, dated March 1,2016, between TransMontaigne Partners L.P. and NGL Energy Partners LP (incorporated by reference toExhibit 10.1 of the Quarterly Report on Form 8‑K filed by TransMontaigne Partners L.P. with the SEC onMarch 3, 2016).10.13 Indemnification Agreement, dated December 31, 2007, among TransMontaigne LLC, TransMontaignePartners L.P., TransMontaigne GP L.L.C., TransMontaigne Operating GP L.L.C. and TransMontaigneOperating Company L.P. (incorporated by reference to Exhibit 10.17 of the Annual Report on Form 10‑Kfiled by TransMontaigne Partners L.P. with the SEC on March 10, 2008).124 Table of Contents ExhibitNumber Description 10.14 Amended and Restated Limited Liability Company Agreement of Battleground Oil Specialty TerminalCompany LLC Company, dated October 18, 2011, by and among TransMontaigne OperatingCompany L.P., Kinder Morgan Battleground Oil LLC and Tauber Terminals, LP (incorporated byreference to Exhibit 10.16 of the Annual Report on Form 10‑K filed by TransMontaigne Partners L.P. withthe SEC on March 12, 2013). Certain portions of this exhibit have been omitted and filed separately withthe Commission pursuant to a request for confidential treatment under Rule 24b‑2 as promulgated underthe Securities Exchange Act of 1934.10.15 First Amendment to the Amended and Restated Limited Liability Company Agreement of BattlegroundOil Specialty Terminal Company LLC, dated December 20, 2012, by and among TransMontaigneOperating Company L.P., Kinder Morgan Battleground Oil LLC and Tauber Terminals, LP (incorporatedby reference to Exhibit 10.17 of the Annual Report on Form 10‑K filed by TransMontaigne Partners L.P.with the SEC on March 12, 2013). Certain portions of this exhibit have been omitted and filed separatelywith the Commission pursuant to a request for confidential treatment under Rule 24b‑2 as promulgatedunder the Securities Exchange Act of 1934 10.16 Purchase Agreement, dated December 20, 2012, by and among TransMontaigne Operating Company L.P.,and Kinder Morgan Battleground Oil LLC (incorporated by reference to Exhibit 2.1 of the Current Reporton Form 8‑K filed by TransMontaigne Partners L.P. with the SEC on December 20, 2012). 10.17 Asset Purchase Agreement, dated November 2, 2017, by and between Plains Products Terminals LLC andTransMontaigne Operating Company L.P. (incorporated by reference to Exhibit 10.1 of the CurrentReport on Form 8‑K filed by TransMontaigne Partners L.P. with the SEC on November 8, 2017) 10.17 First Amendment to Third Amended and Restated Senior Secured Credit Facility, dated as of December14, 2017, by and among TransMontaigne Operating Company L.P., as borrower, Wells Fargo Bank,National Association, as administrative agent, and the lenders party thereto (incorporated by reference toExhibit 10.1 of the Current Report on Form 8 K filed by TransMontaigne Partners L.P. with the SEC onDecember 18, 2017). 10.18 Right of First Offer Agreement dated as of September 12, 2017, by and between Pike West Coast Holdings,LLC and TransMontaigne Partners L.P. (incorporated by reference to Exhibit 10.1 of the Current Reporton Form 8‑K filed by TransMontaigne Partners L.P. with the SEC on September 15, 2017). 10.19 Right of First Offer Agreement dated as of August 4, 2017, by and between Pike West Coast Holdings,LLC and TransMontaigne Partners L.P. (incorporated by reference to Exhibit 10.1 of the Current Reporton Form 8‑K filed by TransMontaigne Partners L.P. with the SEC on August 9, 2017) 12.1* Computation of Ratio of Earnings to Fixed Charges 21.1* List of Subsidiaries of TransMontaigne Partners L.P. 23.1* Consent of Independent Registered Public Accounting Firm—consent of Deloitte & Touche LLP on theconsolidated financial statements of TransMontaigne Partners, L.P. and the effectiveness ofTransMontaigne Partners, L.P.’s internal control over financial reporting. 23.2* Consent of Independent Registered Public Accounting Firm—consent of PricewaterhouseCoopers LLP onthe financial statements of Battleground Oil Specialty Terminal Company LLC. 31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002. 31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002. 32.1* Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant toSection 906 of the Sarbanes‑Oxley Act of 2002. 125 Table of Contents ExhibitNumber Description 32.2* Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant toSection 906 of the Sarbanes‑Oxley Act of 2002. 101* The following financial information from the Annual Report on Form 10‑K of TransMontaignePartners L.P. and subsidiaries for the year ended December 31, 2017, formatted in XBRL (eXtensibleBusiness Reporting Language): (i) consolidated balance sheets, (ii) consolidated statements of income,(iii) consolidated statements of partners’ equity, (iv) consolidated statements of cash flows and (v) notes toconsolidated financial statements. *Filed with this Annual Report.+Identifies each management compensation plan or arrangement. ITEM 16. FORM 10-K SUMMARY None. 126 Table of Contents SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has dulycaused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TransMontaigne Partners L.P. By:TransMontaigne GP L.L.C., its General Partner By:/s/ Frederick W. Boutin Frederick W. BoutinChief Executive Officer Date: March 15, 2018Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by thefollowing persons on behalf of the registrant and in the capacities with TransMontaigne GP L.L.C., the general partner of theregistrant, on the date indicated.Name and Signature Title Date /s/ Frederick W. Boutin Chief Executive Officer March 15, 2018Frederick W. Boutin /s/ Robert T. Fuller Executive Vice President, ChiefFinancial Officer and Treasurer March 15, 2018Robert T. Fuller /s/ Lisa M. Kearney Vice President, Chief Accounting Officer March 15, 2018Lisa M. Kearney /s/ Steven A. Blank Director March 15, 2018Steven A. Blank /s/ Theodore D. Burke Director March 15, 2018Theodore D. Burke /s/ Kevin M. Crosby Director March 15, 2018Kevin M. Crosby /s/ Daniel R. Revers Director March 15, 2018Daniel R. Revers /s/ Lucius H. Taylor Director March 15, 2018Lucius H. Taylor /s/ Barry E. Welch Director March 15, 2018Barry E. Welch /s/ Jay A. Wiese Director March 15, 2018Jay A. Wiese 127Exhibit 12.1TranMontaigne Partners L.P. and subsidiariesRatio of Earnings to Fixed ChargesThe following table sets forth our ratio of earnings to fixed charges for the periods indicated on aconsolidated historical basis. For purposes of computing the ratio of earnings to fixed charges,"earnings" are defined as income or loss before income taxes and income or loss from unconsolidatedaffiliates plus fixed charges and distributions from unconsolidated affiliates less capitalized interest."Fixed charges" consist of interest expensed and capitalized, amortization of debt issuance costs, andan estimate of interest within rent expense. You should read the ratio of earnings to fixed charges inconjunction with our consolidated financial statements. Year ended December 31, 2017 2017 2016 2015 2014 2013 (Dollars in thousands) Earnings: Add (deduct): Net earnings 48,493 44,106 41,689 32,463 34,726 Fixed charges 13,211 10,249 9,491 9,022 8,406 Amortization of capitalized interest 125 125 125 156 — Distributions from unconsolidated affiliates 17,128 17,861 19,649 10,053 1,467 Capitalized interest (418) (509) (162) (1,397) (3,580) Earnings from unconsolidated affiliates (7,071) (10,029) (11,948) (4,443) 321 Total adjusted earnings 71,468 61,803 58,843 45,854 41,340 Fixed charges: Estimate of interest expense within rentalexpense 1,099 1,135 1,159 1,161 1,139 Interest expense 10,473 7,787 7,396 5,489 2,712 Amortization of deferred financing costs 1,221 818 774 975 975 Captialized interest 418 509 162 1,397 3,580 Total fixed charges 13,211 10,249 9,491 9,022 8,406 Ratio of earnings to fixed charges 5.4x 6.0x 6.2x 5.1x 4.9x Exhibit 21.1List of Subsidiaries of TransMontaigne Partners L.P. at December 31, 2017*Ownership ofsubsidiary Name of subsidiary Trade name State/Country oforganization 100% TransMontaigne Operating GP L.L.C. None Delaware 100% TransMontaigne Terminals L.L.C. None Delaware 100% TPSI Terminals L.L.C. None Delaware 100% TransMontaigne Operating Company L.P. None Delaware 100% Razorback L.L.C. None Delaware 100% TLP Operating Finance Corp. None Delaware 100% TPME L.L.C. None Delaware 100% TLP Finance Corp. None Delaware Exhibit 23.1CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors of TransMontaigne GP L.L.C. andThe Unitholders of TransMontaigne Partners L.P. We consent to the incorporation by reference in Registration Statement No. 333-213491 on Form S-8 andRegistration Statement No. 333-211367 on Form S-3 of our reports dated March 15, 2018, relating to theconsolidated financial statements of TransMontaigne Partners L.P. and subsidiaries (the “Partnership”),and the effectiveness of the Partnership’s internal control over financial reporting, appearing in thisAnnual Report on Form 10-K of TransMontaigne Partners L.P. for the year ended December 31, 2017. /s/ Deloitte & Touche LLPDenver, Colorado March15, 2018 Exhibit 23.2CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe hereby consent to the incorporation by reference in the Registration Statement on Form S‑3 (No.333-211367) and on Form S-8 (no. 333-213491) of TransMontaigne Partners L.P. of our reportdatedFebruary 26, 2018 relating to the financial statements of Battleground Oil Specialty TerminalCompany LLC, which appears in this Form 10‑K of TransMontaigne Partners L.P./s/ PricewaterhouseCoopers LLPHouston, TexasMarch 15, 2018 Exhibit 31.1Certification Pursuant toSection 302 of the Sarbanes‑Oxley Act of 2002I, Frederick W. Boutin, Chief Executive Officer of TransMontaigne GP L.L.C., a Delaware limited liability company andgeneral partner of TransMontaigne Partners L.P. (the “Company”), certify that:1.I have reviewed this Annual Report on Form 10‑K of TransMontaigne Partners L.P. for the fiscal year endedDecember 31, 2017;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operations and cash flows of the registrant asof, and for, the periods presented in this report;4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control overfinancial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the registrant and have:(a)Designed such disclosure controls and procedures, or caused such disclosure controls and proceduresto be designed under our supervision, to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;(b)Designed such internal control over financial reporting, or caused such internal control over financialreporting to be designed under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls and procedures, as of the endof the period covered by this report based on such evaluation; and(d)Disclosed in this report any change in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case ofan annual report) that has materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent functions):(a)All significant deficiencies and material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the registrant’s ability to record,process, summarize and report financial information; and(b)Any fraud, whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.Chief Executive OfficerMarch 15, 2018/s/ Frederick W. BoutinFrederick W. BoutinChief Executive Officer Exhibit 31.2Certification Pursuant toSection 302 of the Sarbanes‑Oxley Act of 2002I, Robert T. Fuller, Chief Financial Officer of TransMontaigne GP L.L.C., a Delaware limited liability company andgeneral partner of TransMontaigne Partners L.P. (the “Company”), certify that:1.I have reviewed this Annual Report on Form 10‑K of TransMontaigne Partners L.P. for the fiscal year endedDecember 31, 2017;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operations and cash flows of the registrant asof, and for, the periods presented in this report;4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control overfinancial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the registrant and have:(a)Designed such disclosure controls and procedures, or caused such disclosure controls and proceduresto be designed under our supervision, to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;(b)Designed such internal control over financial reporting, or caused such internal control over financialreporting to be designed under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls and procedures, as of the endof the period covered by this report based on such evaluation; and(d)Disclosed in this report any change in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case ofan annual report) that has materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent functions):(a)All significant deficiencies and material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the registrant’s ability to record,process, summarize and report financial information; and(b)Any fraud, whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.Chief Financial OfficerMarch 15, 2018/s/ Robert T. FullerRobert T. FullerChief Financial Officer Exhibit 32.1Certification of Chief Executive Officer and Chief Financial OfficerPursuant to Section 906 of the Sarbanes‑Oxley Act of 2002(18 U.S.C. Section 1350)The undersigned, the Chief Executive Officer of TransMontaigne GP L.L.C., a Delaware limited liabilitycompany and general partner of TransMontaigne Partners L.P. (the “Company”), hereby certifies that, to his knowledgeon the date hereof:(a)the Annual Report on Form 10‑K of the Company for the fiscal year ended December 31, 2017, filedon the date hereof with the Securities and Exchange Commission (the “Report”) fully complies withthe requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and(b)the information contained in the Report fairly presents, in all material respects, the financial conditionand results of operations of the Company.Chief Executive Officer /s/ Frederick W. BoutinFrederick W. BoutinChief Executive Officer March 15, 2018 Exhibit 32.2Certification of Chief Executive Officer and Chief Financial OfficerPursuant to Section 906 of the Sarbanes‑Oxley Act of 2002(18 U.S.C. Section 1350)The undersigned, the Chief Financial Officer of TransMontaigne GP L.L.C., a Delaware limited liabilitycompany and general partner of TransMontaigne Partners L.P. (the “Company”), hereby certifies that, to his knowledgeon the date hereof:(a)the Annual Report on Form 10‑K of the Company for the fiscal year ended December 31, 2017, filedon the date hereof with the Securities and Exchange Commission (the “Report”) fully complies withthe requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and(b)the information contained in the Report fairly presents, in all material respects, the financial conditionand results of operations of the Company.Chief Financial Officer /s/ Robert T. FullerRobert T. FullerChief Financial Officer March 15, 2018 

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