TransMontaigne Partners L.P.
Annual Report 2018

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, 2018OR☐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 LLC(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: NONETitle of Each ClassName of Each Exchange on Which Registered 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, 2018 was $480,962,668 computed by reference tothe last sale price ($36.84 per common unit) of the registrant’s common units on the New York Stock Exchange on June 30, 2018.As of February 27, 2019, the registrant has no common units outstanding.* The registrant is a voluntary filer of reports required to be filed by certain companies under Section 13 or 15(d) of the Securities Exchange Act of1934 and has filed all reports that would have been required to have been filed by the registrant during the preceding 12 months had it been subject to suchfiling requirements during the entirety of such period.DOCUMENTS INCORPORATED BY REFERENCE Table of Contents None. Table of Contents TABLE OF CONTENTSItem Page No. Part I 1 and2. Business and Properties 5 1A. Risk Factors 23 1B. Unresolved Staff Comments 34 3. Legal Proceedings 34 4. Mine Safety Disclosures 34 Part II 5. Market for the Registrant’s Common Units, Related Unitholder Matters and Issuer Purchasesof Equity Securities 35 6. Selected Financial Data 35 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 36 7A. Quantitative and Qualitative Disclosures About Market Risks 51 8. Financial Statements and Supplementary Data 52 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 86 9A. Controls and Procedures 86 9B. Other Information 88 Part III 10. Directors, Executive Officers and Corporate Governance 88 11. Executive Compensation 90 12. Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters 93 13. Certain Relationships and Related Transactions, and Director Independence 93 14. Principal Accounting Fees and Services 95 Part IV 15. Exhibits, Financial Statement Schedules 96 16. Form 10-K Summary 115 3 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 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;·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. 4 Table of Contents Part IAs used in this Annual Report, unless the context requires otherwise, references to “we,” “us,” “our,”“TransMontaigne Partners,” "the Partnership,” or “the Company” are intended to mean, prior to the Take-PrivateTransaction (defined below), TransMontaigne Partners L.P., and following the Take-Private Transaction, TransMontaignePartners LLC, and our wholly owned and controlled operating subsidiaries. References to ‘‘TransMontaigne GP’’ or ‘‘ourgeneral partner’’ are intended, prior to the Take-Private Transaction, to mean TransMontaigne GP L.L.C., our generalpartner prior to the Take-Private Transaction. 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 PROPERTIESOn February 26, 2019, an affiliate of ArcLight completed its previously announced acquisition of all of thePartnership’s outstanding publicly traded common units not already held by ArcLight and its affiliates by way of our merger(the “Merger”) with a wholly owned subsidiary of TLP Finance Holdings, LLC (“TLP Finance”), an indirect controlledsubsidiary of Arclight. At the effective time of the Merger, each of the Partnership’s general partner units issued andoutstanding immediately prior to the acquisition effective time was converted into (i)(a) one Partnership common unit, and(i)(b) in aggregate, a non-economic general partner interest in the Partnership, (ii) each of the Partnership’s incentivedistribution rights issued and outstanding immediately prior to the acquisition effective time was converted into 100Partnership common units, (iii) our general partner distributed its common units in the Partnership (the “Transferred GPUnits”) to TLP Acquisition Holdings, LLC, a Delaware limited liability company (“TLP Holdings”), and TLP Holdingscontributed the Transferred GP Units to TLP Finance, (iv) the Partnership converted into the Company (a Delaware limitedliability company) pursuant to Section 17-219 of the Delaware Limited Partnership Act and changed its name to“TransMontaigne Partners LLC”, and all of our common units owned by TLP Finance were converted into limited liabilitycompany interests, (v) the non-economic interest in the Company owned by our general partner was automatically cancelledand ceased to exist and our general partner merged with and into the Company with the Company surviving, and (vi) theCompany became 100% owned by TLP Finance (the transactions described in the foregoing clauses (i) through (iv),collectively with the Merger, the “Take-Private Transaction”).As a result of the Take-Private Transaction, our common units ceased to be publicly traded, and our common units are nolonger listed on the New York Stock Exchange (“NYSE”). Our currently outstanding 6.125% senior unsecured notes due in2026 remain outstanding, and the Company is voluntarily filing with the Securities and Exchange Commission pursuant tothe covenants contained in those notes.OverviewWe 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.5 Table of Contents Recent DevelopmentsTake-Private Transaction. On February 26, 2019, we completed our Take-Private Transaction. Expansion of our Brownsville operations. The Frontera joint venture waived its right of first refusal to participatein our previously announced Brownsville terminal expansion. Accordingly, our Brownsville expansion project will be 100%constructed and owned by the Company. The project, which is underpinned by new long-term agreements, includes theconstruction of approximately 630,000 barrels of additional liquids storage capacity and the conversion of our DiamondbackPipeline to transport diesel and gasoline to the U.S./Mexico border. The Diamondback Pipeline is comprised of an 8”pipeline that previously transported propane approximately 16 miles from our Brownsville facilities to the U.S./Mexicoborder, as well as a 6” pipeline, which runs parallel to the 8” pipeline, that has been idle and can be used to transportadditional refined products. We expect the first tanks of the additional liquids storage capacity under construction to beplaced into commercial service during the first quarter of 2019. We expect to recommission the Diamondback Pipeline andresume operations on both the 8” pipeline and the previously idle 6” pipeline by the end of 2019, with the remainingadditional liquids storage capacity being placed into commercial service at the same time. The anticipated aggregate cost ofthe terminal expansion and pipeline recommissioning is estimated to be approximately $55 million. Expansion of our Collins terminal. Our Collins, Mississippi terminal complex is strategically located for the bulkstorage market and is the only independent terminal capable of receiving from, delivering to, and transferring refinedpetroleum products between the Colonial and Plantation pipeline systems. We continue to implement the design andconstruction of approximately 870,000 barrels of new storage capacity supported by the execution of a new long-term, fee-based terminaling services agreement with a third party customer, which constitutes the beginning of a Phase II buildout. Tofacilitate our further expansion of tankage at our Collins terminal, we also entered into an agreement with Colonial PipelineCompany for significant improvements to the Colonial Pipeline receipt and delivery manifolds and our related receipt anddelivery facilities. The improvements will result in significant increased flexibility for our Collins terminal customersincluding the simultaneous receipt and delivery of gasoline from and to Colonial’s Line 1 at full line rates including theability to receive and deliver segregated batches at these rates; a dedicated and segregated line for the receipt and delivery ofdistillates from and to Colonial’s Line 2; and a dedicated and segregated line for the receipt and delivery of jet fuel from andto Colonial’s Line 2. The anticipated cost of the approximately 870,000 barrels of new storage capacity and our share of theimprovements to the pipeline connections is approximately $55 million, with expected annual cash returns in the low-teens.We are currently in active discussions with several other existing and prospective customers regarding additional futurecapacity at our Collins terminal. We expect the first of the new tanks to come online in the first quarter of 2019 and theColonial Pipeline Company improvements to come online in the second quarter of 2019.Expansion of our West Coast terminals. On December 15, 2017, we acquired the West Coast terminals from a thirdparty for a total purchase price of approximately $276.8 million. The West Coast terminals consist of 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 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.Pursuant to a new long-term terminaling services agreement, we have begun the construction of an additional125,000 barrels of storage capacity at our Richmond West Coast terminal. The cost of constructing this new capacity isexpected to be approximately $8 million. We are also pursuing other high-return investment opportunities similar to this atthese terminals. The first of the new tanks began to come online in the fourth quarter of 2018.6 Table of Contents Our Assets and Operations Our 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, 2018 are as follows: Active storage capacity (shell bbls) Our Terminals by Region: Gulf Coast Terminals: Port Everglades North (Fort Lauderdale), FL 2,487,000 Port Everglades South (Fort Lauderdale), FL (1) 376,000 Jacksonville, FL 271,000 Cape Canaveral, FL 724,000 Port Manatee, FL 1,293,000 Pensacola, FL 270,000 Fisher Island (Miami), FL 673,000 Tampa, FL 760,000 Gulf Coast Total 6,854,000 Midwest Terminals: Rogers, AR and Mount Vernon, MO (aggregate amounts) 420,000 Cushing, OK 1,005,000 Oklahoma City, OK 158,000 Midwest Total 1,583,000 Brownsville Terminal 840,000 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 7 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 (Collins, bulk storage) 5,410,000 Collins, MS (Collins Rack) 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 11,983,000 West Coast Terminals: Martinez, CA 4,754,000 Richmond, CA 561,000 West Coast Total 5,315,000 Our Joint Ventures Terminals: Frontera Joint Venture Terminal (2) 1,656,000 BOSTCO Joint Venture Terminal (3) 7,080,000 TOTAL CAPACITY 37,995,000 (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 6.9 million barrels of aggregate active storage capacity inports including Port Everglades, 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 tank capacity at our Port Everglades (South)terminal. We manage and operate the Port Everglades (South) terminal, and we are reimbursed by the major oil company forits proportionate share of our operating and maintenance costs.8 Table of Contents 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 Razorback terminals have approximately 0.4 million barrels ofaggregate active storage capacity. Our Rogers facility is the only refined products terminal located in Northwest Arkansas.We also own and operate a terminal facility in 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.Brownsville, Texas Operations. We own and operate a refined product terminal with approximately 0.8 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 south Texas and Mexico. 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.The Diamondback pipeline consists of an 8” pipeline that previously transported propane approximately 16 milesfrom our Brownsville facilities to the U.S./Mexico border and a 6” pipeline, which runs parallel to the 8” pipeline that can beused by 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.In 2018 and prior thereto, we also operated and maintained the United States portion of a 174-mile refined productspipeline owned by a third party. This pipeline connects our Brownsville terminal complex to a pipeline in Mexico thatdelivers to a third party terminal located in Reynosa, Mexico and terminates at the third party’s refinery, located inCadereyta, Nuevo Leon, Mexico, a suburb of the large industrial city of Monterrey. The pipeline transports refined products.We operated and managed the 18-mile portion of the pipeline located in the United States for a fee that was based on theaverage daily volume handled during the month. Additionally, we were reimbursed for non-routine maintenance expensesbased on the actual costs plus a fee based on a fixed percentage of the expense. Our services for this pipeline terminated onAugust 23, 2018, and a third party has taken 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, customers engaged in thedistribution and marketing of refined products and industrial and commercial end-users. Our River terminals receive productsfrom vessels and barges on behalf of our customers and distribute products primarily to trucks and barges.9 Table of Contents 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 12.0 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 bulk storage terminal. The Collins terminal, currently going through expansion, is the only independent terminalcapable 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 5.3million barrels of aggregate active storage capacity. The terminals are strategically located in close proximity to three SanFrancisco Bay refineries and the origin of the North California products pipeline distribution system. At our West Coastterminals, we handle crude oil, gasoline, diesel, jet fuel, gasoline blend stocks, fuel oil, Avgas and ethanol on behalf of, andprovide integrated terminaling services to, customers engaged in the distribution and marketing of refined products. OurWest Coast terminals primarily receive products from vessels, pipeline and rail facilities on behalf of our customers anddistribute products primarily via vessel, pipeline, truck and rail facilities. We acquired the West Coast terminals in December2017.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. An affiliate of PEMEX, Mexico’sstate owned petroleum company, acquired the remaining 50% ownership interest in Frontera for a cash payment ofapproximately $25.6 million. We operate the Frontera assets under an operations and reimbursement agreement between usand Frontera. Frontera has approximately 1.7 million barrels of aggregate active storage capacity. Our 50% ownershipinterest does not allow us to control Frontera, but does allow us to exercise significant influence over its operations.Accordingly, we account for our investment in Frontera under the equity 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 anddeep water vessel dock access and high-speed loading at a rate of 25,000 barrels per hour. With the addition of thisexpansion project, BOSTCO has fully subscribed capacity of approximately 7.1 million barrels at an overall constructioncost of approximately $539 million. Our total payments for the initial and the expansion projects were approximately $237million. 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.10 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. Our terminaling services agreements are structured as either throughput agreementsor storage agreements. Our throughput agreements contain provisions that require our customers to makeminimum payments, which are based on contractually established minimum volume of throughput of thecustomer’s product at our facilities over a stipulated period of time. Due to this minimum payment arrangement,we recognize a fixed amount of revenue from the customer over a certain period of time, even if the customerthroughputs less than the minimum volume of product during that period. In addition, if a customer throughputsa volume of product exceeding the minimum volume, we would recognize additional revenue on thisincremental volume. Our storage agreements require our customers to make minimum payments based on thevolume of storage capacity available to the customer under the agreement, which results in a fixed amount ofrecognized revenue. We refer to the fixed amount of revenue recognized pursuant to our terminaling servicesagreements as being “firm commitments.” Revenue recognized in excess of firm commitments and revenuerecognized based solely on the volume of product distributed or injected are referred to as “ancillary.” Inaddition, “ancillary” revenue also includes fees received from ancillary services including heating and mixingof stored products, product transfer, railcar handling, butane blending, proceeds from the sale of product gains,wharfage and vapor recovery. ·Pipeline transportation fees. We earn pipeline transportation fees at our Diamondback pipeline either based onthe volume of product transported or under capacity reservation agreements. Revenue associated with thecapacity reservation is recognized ratably over the respective term, regardless of whether the capacity is actuallyutilized. We earn pipeline transportation fees at our Razorback pipeline based on an allocation of the aggregatefees charged under the capacity agreement with our customer who has contracted for 100% of our Razorbacksystem.·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 the Frontera joint venture and receive a management fee based onour costs incurred. We manage and operate rail sites at certain Southeast terminals on behalf of a major oilcompany and receive reimbursement for operating and maintenance costs. We lease land under operating leasesand thereafter receive a fee as the lessor or sublessor from third parties and, in certain cases, our affiliates. Wealso managed and operated for an affiliate of PEMEX, Mexico’s state-owned petroleum company, a productspipeline connected to our Brownsville terminal facility and received a management fee through August 23,2018. 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,11 Table of Contents continuing to provide superior customer service and through aggressively marketing our services to additional customers inour areas of operation. We have available capacity at certain terminal locations; as a result, we can accommodate additionalvolumes at a minimal incremental cost.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 at our Collins terminal, we continue to implement thedesign and construction of 870,000 barrels of new storage capacity supported by the execution of a new long-term, fee-based terminaling services agreement with a third party customer, which constitutes the beginning of a Phase II expansion. 870,000 barrels entered into service in the first quarter of 2019. To facilitate our further expansion of tankage at Collins, wealso entered into an agreement with Colonial Pipeline Company for significant improvements to the Colonial Pipelinereceipt and delivery manifolds and our related receipt and delivery facilities. The improvements will result in significantincreased flexibility for our Collins customers including the simultaneous receipt and delivery of gasoline from and toColonial’s Line 1 at full line rates including the ability to receive and deliver segregated batches at these rates; a dedicatedand segregated line for the receipt and delivery of distillates from and to Colonial’s Line 2; and a dedicated and segregatedline for the receipt and delivery of jet fuel from and to Colonial’s Line 2. The anticipated cost of the approximately 870,000barrels of new storage capacity and our share of the improvements to the pipeline connections is approximately $55 million,with expected annual cash returns in the low-teens. We are currently in active discussions with several other existing andprospective customers regarding additional future capacity at our Collins terminal. In addition our Brownsville terminal expansion project, which is underpinned by new long-term agreements,includes the construction of approximately 630,000 barrels of additional liquids storage capacity and the conversion of ourDiamondback Pipeline to transport diesel and gasoline to the U.S./Mexico border. The Diamondback Pipeline is comprisedof an 8” pipeline that previously transported propane approximately 16 miles from our Brownsville facilities to theU.S./Mexico border, as well as a 6” pipeline, which runs parallel to the 8” pipeline, that has been idle and can be used totransport additional refined products. We expect the first tanks of the additional liquids storage capacity under constructionto be placed into commercial service during the first quarter of 2019. We expect to recommission the Diamondback Pipelineand resume operations on both the 8” pipeline and the previously idle 6” pipeline by the end of 2019, with the remainingadditional liquids storage capacity being placed into commercial service at the same time. The anticipated aggregate cost ofthe terminal expansion and pipeline recommissioning is estimated to be approximately $55 million.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, an affiliate of which, following the Take-Private Transaction is our sole equity-holder, andits affiliates, that are complementary to our existing asset base or that provide attractive returns in new operating regions orbusiness lines. We will pursue acquisitions in our areas of operation that we believe will allow us to realize operationalefficiencies by capitalizing on our existing infrastructure, personnel and customer relationships. We will also seekacquisitions in new geographic areas or new but related business lines to the extent that we believe we can utilize ouroperational expertise to enhance our business with these 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.12 Table of Contents 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.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, 2018, 75% of our revenue was generated from firmly committed fee-basedcontracts pursuant to our terminaling service fees and the remaining 25% of our revenue was generated from ratable revenuesources.Our Relationship with ArcLight and its AffiliatesFollowing the Take-Private Transaction, which closed on February 26, 2019, we are wholly owned by TLP Finance,an indirect controlled subsidiary of ArcLight. ArcLight is a private equity firm focused on North American and WesternEuropean energy assets. Since its establishment in 2001, ArcLight has invested over $19 billion across multiple energycycles in more than 100 investments. Headquartered in Boston, MA with an additional office in Luxembourg, the firm’sinvestment team brings extensive energy expertise, industry relationships and specialized value creation capabilities to itsportfolio. ArcLight controls our sole equity-holder and has a proven track record of investments across the energy industryvalue chain. ArcLight bases its investments on fundamental asset values and execution of defined growth strategies with afocus on cash flow generating assets and service companies with conservative capital structures.ArcLight initially acquired its 100% interest in our general partner from NGL Energy Partners LP, or NGL, onFebruary 1, 2016. That transaction did not involve any acquisition of any of the Partnership’s common units that were heldby the public, but ArcLight separately acquired approximately 3.2 million of our common units from NGL on April 1, 2016.As a result of these acquisitions, ArcLight’s ownership in us consisted of 100% of our general partner interest and incentivedistribution rights and approximately 19.2% of our common units prior to the Take-Private Transaction. Competition We 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 andlevels of experience. These competitors include BP p.l.c., Buckeye Partners, L.P., Chevron U.S.A. Inc., CITGO PetroleumCorporation, Exxon Mobil Oil Corporation, HollyFrontier Corporation and its affiliate Holly Energy Partners, L.P., KinderMorgan, Inc., Magellan Midstream Partners, L.P., Marathon Petroleum Corporation and its affiliate MPLX LP, MotivaEnterprises LLC, Murphy Oil Corporation, NuStar Energy L.P., Phillips 66 and its13 Table of Contents affiliate Phillips 66 Partners LP, Sunoco, Inc. and its affiliate Sunoco Logistics Partners L.P., and terminals in the Caribbean.In particular, our ability 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 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 derive revenue from our terminal and pipeline transportation operations by charging fees for providingintegrated terminaling, transportation and related services. We have several significant customer relationships that made up86% of the total revenue for the year ended December 31, 2018. These relationships include: NGL Energy Partners LP,Castleton Commodities International LLC, RaceTrac Petroleum Inc., Glencore Ltd., Musket Corporation, BP, AssociatedAsphalt, Magellan Pipeline Company, L.P., United States Government, Valero Marketing and Supply Company, PMITrading Ltd., Exxon Mobil Oil Corporation, World Fuel Services Corporation, Chevron Corporation, Shell 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.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,14 Table of Contents marine terminals with larger storage capacities for various commodities have the ability to offer their customers lowerper‑barrel freight costs to 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.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. Pump15 Table of Contents stations and meter‑measurement points on the pipeline are linked by high speed communication systems for remotemonitoring and control. In addition, our Collins, Mississippi 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 Purvis bulkstorage terminal facilities; a one‑mile diesel fuel pipeline, known as the Bellemeade pipeline, owned by and operated forDominion Virginia Power Corp. in Richmond, Virginia; the Diamondback pipeline; and, until August 23, 2018, anapproximately 18‑mile, refined petroleum liquids pipeline in Texas, known as the “MB pipeline,” that we operated andmaintained on behalf of PMI Services North America, Inc., an affiliate of PEMEX, which a third party has since takenoperatorship. The maintenance of structural integrity includes a program of integrity management that conforms to Federaland State regulations and follows industry periodic inspection and testing guidelines. Beginning in 2002, the DOT requiredinternal inspections or other integrity testing of all DOT‑regulated crude oil and refined product pipelines that affect or couldaffect high consequence areas, or HCA’s. We believe that the pipelines we own and manage meet or exceed all DOTinspection requirements for pipelines 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.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, and16 Table of Contents amends certain training requirements in existing regulations. We believe that we are in material compliance with thesePHMSA 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 mitigating 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. PHMSA is expected to issue revised regulations in 2019 applicable tooil and liquids pipelines, which are expected to impose, among other things, enhanced inspection requirements. While wecannot predict the final form of these regulations at this time, we do not anticipate the regulations to impact our operationsmaterially differently from other similarly situated operators.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.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.17 Table of Contents 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, however, that future events, such as changes in existing laws, the promulgation of newlaws, or the development or discovery of new facts or conditions will not cause us to incur significant costs. The following isa 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.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, facilities arerequired to file oil spill response plans with the United States Coast Guard, the Office of Pipeline Safety or the EPA.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.18 Table of Contents 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 Very Small QuantityGenerators. Our terminals do not generate hazardous waste except in isolated and infrequent cases. At such times, only thirdparty disposal sites which have been audited and approved by us are used. Our operations also generate solid wastes that areregulated under state law or the less stringent solid waste requirements of RCRA. We believe that we are in substantialcompliance with the existing requirements of RCRA and similar state and local laws, and the cost involved in complyingwith these requirements is not material.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).19 Table of Contents In connection with our acquisition of the Florida and Midwest terminals on May 27, 2005, a subsidiary of NGLEnergy Partners LP agreed to indemnify us against potential environmental claims, losses and expenses that were identifiedon or before May 27, 2010 and that were associated with the ownership or operation of the Florida and Midwest terminalsprior to May 27, 2005. The 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. There are no indemnificationobligations with respect to environmental claims made as a result of additions to or modifications of environmental lawspromulgated after May 27, 2005.In connection with our acquisition of the Brownsville, Texas and River facilities, a subsidiary of NGL EnergyPartners LP agreed to indemnify us against potential environmental claims, losses and expenses that were identified on orbefore December 31, 2011 and that were associated with the ownership or operation of the Brownsville and River facilitiesprior to December 31, 2006. Our environmental losses must first exceed $250,000 and the 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, a subsidiary of NGL Energy Partners LP agreed toindemnify 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. Ourenvironmental losses must first exceed $250,000 and the 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, a subsidiary of NGL Energy PartnersLP agreed to indemnify us against potential environmental claims, losses and expenses that are identified on or beforeMarch 1, 2016, and that were associated with the ownership or operation of the Pensacola terminal prior to March 1, 2011.Our environmental losses must first exceed $200,000 and the indemnification obligations are capped at $2.5 million. Thedeductible amount, cap amount and limitation of time for indemnification do not apply to any environmental liabilitiesknown to exist as of March 1, 2011.The forgoing environmental indemnification obligations of a subsidiary of NGL Energy Partners LP to us remain inplace and were not affected by the Take-Private Transaction. 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. However, thediscovery of previously unidentified endangered or threatened species could cause us to incur additional costs or becomesubject 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, transport20 Table of Contents petroleum products subject to regulation by the FERC under the Interstate Commerce Act and the Energy Policy Act of 1992and rules and orders promulgated under those statutes. FERC regulation requires that the rates of pipelines providinginterstate service, such as the Razorback and Diamondback pipelines, be filed at FERC and posted publicly, and that theserates be “just and reasonable” and nondiscriminatory. 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. The current ratescharged by each of our Razorback and Diamondback pipelines are negotiated rates that were established via agreement withnon-affiliated shippers, and are not established via an index methodology or via a cost-of-service methodology. Index-Rate Methodology. On October 20, 2016, the FERC issued an Advanced Notice of Proposed Rulemaking(ANOPR) to consider modifications to its current policies for evaluating pipeline index rate changes for the purpose ofensuring that index rate increases do not cause pipeline revenues to substantially deviate from costs. Specifically, FERC isconsidering the following changes to their current indexing methodologies for pipelines that utilize index rate changes: (A)deny index increases to rates for any pipeline whose FERC Form No. 6, Page 700 revenues exceed costs by fifteen percent forboth of the prior two years; (B) deny index increases to rates that exceed by five percent the cost changes reported on Page700; and (C) apply these reforms to costs more closely associated with the proposed indexed rate rather than total company-wide cost and revenue data currently reported on Page 700. Initial comments were filed on January 19, 2017, and replycomments were due on March 6, 2017. It is premature to know what, if any, impact these proposed regulatory changes mayhave on pipelines that utilize index rate changes, or whether the proposal will be modified or even adopted all. Cost‑of‑service methodology. Formerly, FERC policy permitted interstate pipelines, including those owned bymaster limited partnerships (MLPs), to include an income tax allowance in their cost of service used to calculate cost-basedtransportation rates to reflect the actual or potential income tax liability attributable to their public utility income, regardlessof the form of ownership. On July 1, 2016, in United Airlines, Inc. v FERC, the United States Court of Appeals for the Districtof Columbia Circuit (D.C. Circuit) vacated a pair of FERC orders to the extent they permitted an interstate refined petroleumproducts pipeline owned by a MLP 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 sufficient after-tax return on equity(ROE) to attract investment in partnerships not taxed at the partnership level. The shippers claimed that the combination ofthe ROE allowed by FERC, based in part on the equity returns of entities taxed as corporations, and FERC’s tax allowancepolicy resulted in “double recovery” of taxes by the partners in the partnership in that case. The D.C. Circuit agreed, findingthat FERC failed to provide sufficient evidence that granting the tax allowance to the pipeline partnership would not resultin double recovery. The D.C. Circuit remanded the case to FERC, ordering FERC to demonstrate that the allowance does notpermit double recovery, remove any instances of duplicative recovery or develop a new methodology for ratemaking thatdoes not result in double recovery. On December 15, 2016, FERC issued a Notice of Inquiry seeking advice from energyindustry participants on how to address the potential for over-recovery of income tax costs from MLPs under FERC’s currentratemaking policy. Initial comments were due March 8, 2017, and reply comments were due April 7, 2017. On March 15,2018, FERC issued a Revised Policy Statement on Treatment of Income Taxes in which FERC found that an impermissibledouble recovery results from granting an MLP pipeline both an income tax allowance and an ROE pursuant to FERC’sdiscounted cash flow methodology. FERC revised its previous policy, stating that it would no longer permit an MLPpipeline to recover an income tax allowance in its cost of service. FERC stated it will address the application of the UnitedAirlines, Inc. v. FERC decision to non-MLP partnership forms as those issues arise in subsequent proceedings. FERC will alsoapply the revised Policy Statement and the Tax Cuts and Jobs Act of 2017 to initial pipeline cost-of-service rates and cost-of-service rate changes on a going-forward basis under FERC’s existing ratemaking policies, including cost-of-service rateproceedings resulting from shipper-initiated complaints. On July 18, 2018, FERC dismissed requests for rehearing andclarification of the March 15, 2018 Revised Policy Statement, but provided further guidance, clarifying that a pass-throughentity will not be precluded in a future proceeding from arguing and providing evidentiary support that it is entitled to anincome tax allowance and demonstrating that its recovery of an income tax allowance does not result in a double recovery ofinvestors’ income tax costs. On February 21, 2019, FERC issued its first order (Trailblazer Pipeline Company LLC)addressing how its Revised Policy Statement on Treatment of Income Taxes applies to a pipeline21 Table of Contents organized as a pass-through entity that is not an MLP in a Natural Gas Act section 4 rate case proceeding. In Trailblazer,FERC issued preliminary findings that United Airlines likely precludes an income tax allowance for owners of a pipeline thatare taxed as individuals, while it may permit an income tax allowance for those owners taxed as corporations. AlthoughFERC’s findings are preliminary and subject to former proceedings before an administrative law judge, its Trailblazer ordersuggests that FERC may extend its Revised Policy Statement on Treatment of Income Taxes to other types of pass-throughentities that were not addressed in United Airlines. Negotiated rates. The current rates charged by each of the Razorback and Diamondback pipelines are negotiatedrates that were established via agreement with non-affiliated shippers, and are not index rates orcost-of-service rates. Therefore, while we continue to monitor FERC’s policy changes, we do not expect such changes to havean adverse impact on the rates charged by the Razorback and Diamondback pipelines. 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 andrequire us to modify the amounts charged. In the absence of a challenge to our rates, given our ability to utilize either filedrates as annually indexed or to utilize rates tied to cost of service methodology, competitive market showing, or actualagreements between shippers and us, we do not believe that FERC’s regulations governing oil pipeline ratemaking wouldhave any negative material monetary impact on us unless the regulations were substantially modified in such a manner so asto effectively prevent a pipeline company’s ability to earn a fair return for the shipment of petroleum products utilizing itstransportation system, which we believe to be an unlikely scenario. 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. We have obtainedsufficient third‑party consents, permits, and authorizations for the transfer of the facilities necessary for us to operate ourbusiness in all material respects as described in this Annual Report. With respect to any consents, permits, or authorizationsthat have not been obtained, we believe that these consents, permits, or authorizations will be obtained, or that the failure toobtain these consents, permits, or authorizations would not have a material adverse effect on the operation of our business.We believe that we have satisfactory title to all of our assets. Although title to these properties is subject toencumbrances in some cases, such as customary interests generally retained in connection with acquisition of real property,liens that can be imposed in some jurisdictions for government‑initiated action to cleanup environmental contamination,liens for current taxes and other burdens, and easements, restrictions and other encumbrances to which the underlyingproperties were subject at the time of our acquisition, we believe that none of these burdens should22 Table of Contents materially detract from the value of these properties or from our interest in these properties or should materially interfere withtheir use in the operation of our business.EmployeesWe do not have any direct employees and our officers are employees of an ArcLight affiliate. Pursuant to ouromnibus agreement with ArcLight, all of our officers and the employees who provide services to the Company are employedby TLP Management Services, a controlled subsidiary of ArcLight. TLP Management Services provides payroll andmaintains all employee benefits programs on behalf of the Company.As of March 8, 2019, approximately 563 employees of TLP Management Services provided services directly to us.As of March 8, 2019, none of TLP Management Services employees who provide services directly to us were covered by acollective bargaining agreement.Available InformationWe file annual, quarterly, and current reports, and other documents with the SEC under the Securities Exchange Actof 1934. The SEC maintains an Internet website that contains reports, proxy and information statements, and otherinformation regarding issuers that file electronically with the SEC. The public can obtain any documents that we file athttp://www.sec.gov.In addition, our annual reports on Form 10-K, as well as our quarterly reports on Form 10-Q, current reports on Form8-K and any amendments to all of the foregoing reports, are made available free of charge on or through the “Investor”section of our website at www.transmontaignepartners.com as soon as reasonably practicable after such reports areelectronically filed with or furnished to the SEC. 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. If any of the following risks actually occurs, our business, financial condition, results of operations or cashflows could be materially adversely affected, which could result in investors in our securities losing all or part of theirinvestment.Risks Inherent in Our BusinessWe 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 2018 NGL Energy Partners LP accounted for approximately 22% of our annual revenue. Events that adversely affect the business operations of any one or more of our significant customers may adversely affect ourfinancial condition or results of operations. Therefore, we are indirectly subject to the business risks of our significantcustomers, many of which are similar to the business risks we face. For example, a material decline in refined petroleumproduct supplies available to our customers, or a significant decrease in our customers’ ability to negotiate marketingcontracts on favorable terms, could result in a material decline in the use of our tank capacity or throughput of product at ourterminal facilities, which would likely cause our revenue and results of operations to decline. In addition, if any of oursignificant customers were unable to meet their contractual commitments to us for any reason, then our revenue and cash flowwould decline.23 Table of Contents 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.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, 2018, our outstandingborrowings were $306 million. At December 31, 2018, 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.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. Limitationson our access to capital could result from events or causes beyond our control, and could include, among other factors,significant increases in interest rates, increases in the risk premium required by investors, generally or for investments inenergy‑related companies, decreases in the availability of credit or the tightening of terms required by lenders. 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, 2018, we had total long-term debt of $598.6 million and we had an unused borrowing baseavailability of $544 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 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; 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 or delaying our business activities, acquisitions, investments or capital expenditures, selling24 Table of Contents assets, restructuring or refinancing our debt or seeking additional equity capital. We may not be able to affect any of theseactions 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;·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.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 security-holders 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, 2018,we had additional borrowing capacity of $544 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;25 Table of Contents ·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 company 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 significant portion of our operations are conducted through joint ventures, over which we do not maintain fullcontrol and which have unique risks.A significant portion of our operations are conducted through joint ventures. We are entitled to appoint a memberto the 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-dayoperations. 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 affiliates, including ArcLight, may engage in competition with us. If we are unable to compete withservices offered by our competitors, including ArcLight and its affiliates, it could have a material adverse effect on ourfinancial condition, results of operations and cash flows.26 Table of Contents 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, the Collins,Mississippi 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 could negatively impact our customers’ shipmentsto our terminals. As a result, our revenue and results of operations could be materially adversely affected.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;·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; or27 Table of Contents ·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 obtaining additional equity. Any or all of these methods may not be available when needed ormay adversely affect our future results of operations and cash flows. Moreover, our revenue may not increase immediatelyupon the expenditure of funds on a particular project. For instance, if we construct additional storage capacity, theconstruction may occur over an extended period of time, and we will not receive any material increases in revenue until theproject is completed. Moreover, we may construct additional storage capacity to capture anticipated future growth inconsumption of products 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 periodically result in weakness and volatility in the capital markets, which in turn canlimit, temporarily or for extended periods, the credit available to various enterprises, including those involved in the supplyand marketing of refined products. As a result of these conditions, some of our customers may suffer short or long‑termreductions in their ability to finance their supply and marketing activities, or may voluntarily elect to reduce their supplyand marketing activities in order to preserve working capital. A significant decrease in our customers’ ability to securefinancing arrangements adequate to support their historic refined product throughput volumes could result in a materialdecline in the use of our tank capacity or the throughput of refined product at our terminal facilities. We may not be able togenerate sufficient additional revenue from third parties to replace any shortfall in revenue from our current customers, whichwould likely cause our revenue and results of operations to decline.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;·explosions, fires, accidents, mechanical malfunctions, faulty measurement and other operating errors; or·acts of terrorism or vandalism.28 Table of Contents 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, whether asa result of technological advances by manufacturers, pending legislation proposing to mandate higher fueleconomy or otherwise; or·an increase in the use of alternative fuel sources, such as ethanol, biodiesel, fuel cells and solar, electric andbattery‑powered engines.29 Table of Contents 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.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, including as a result of attempts toseek ransom from the Company. Additionally, we rely on third‑party systems that could also be subject to cyber-attacks orsecurity breaches, and the failure of which could have a significant adverse effect on the operation of our assets. We and theoperators of the third‑party systems on which we depend may not have the resources or technical sophistication to anticipateor prevent every emerging type of cyber-attack, and such an attack, or the additional security measures undertaken to preventsuch an attack, could adversely affect our results of operations, 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.We could also face attempts to obtain unauthorized access to our information technology systems, proprietarybusiness information, and information about our customers by targeting acts of deception against individuals with legitimateaccess to physical locations or information. We regularly remind our officers and the employees providing services to theCompany of these risks, and we annually update our executive team as to current and evolving risks relating to a variety ofcyber-attacks; however, these efforts are not guaranteed to prevent the effectiveness of these cyber-attacks or any losses thatmay arise as a result thereof.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 stricter 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 could30 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 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 cash flows.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 cash flows.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.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.Our revolving credit facility matures in March 2022, and our senior notes mature in February 2026. At December 31,2018, we had outstanding borrowings under our revolving credit facility of $306 million and outstanding senior notes of$300 million, respectively. Our revolving credit facility provides that we pay interest on outstanding balances at interestrates based on market rates plus specified margins, ranging from 1.75% to 2.75% depending on the total leverage ratio in thecase of loans with interest rates based on LIBOR, or ranging from 0.75% to 1.75% depending on the total leverage ratio inthe case of loans with interest rates based on the base rate. We pay a fixed 6.125% interest rate on our senior notes. In theevent we are required to refinance our revolving credit facility or our senior notes in unfavorable market conditions, we mayhave to pay interest at higher rates and may be subject to more stringent financial covenants than we have today, whichcould adversely affect our results of operations.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 in the UnitedStates on an annual basis. 31 Table of Contents 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 the agreement. However, in June 2017, President Trump announced that the United States intends to withdraw from the Paris Agreement andto seek negotiations either to reenter the Paris Agreement on different terms or a separate agreement. In August 2017, the U.S.Department of State officially informed the United Nations of the United States’ intent to withdraw from the Paris Agreement.The Paris Agreement provides for a four-year exit process beginning when it took effect in November 2016, which wouldresult in an effective exit date of November 2020. The United States’ adherence to the exit process and/or the terms on whichthe United States may re-enter the Paris Agreement or a separately negotiated agreement are unclear at this time. To theextent that the United States and other countries implement this agreement or impose other climate change regulations on theoil 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 the conduct of our business and the management of our operations. ArcLight hasconflicts of interest with and limited fiduciary duties to us, which may permit them to favor their own interests to ourdetriment.ArcLight is our controlling equity-holder and is responsible under our omnibus agreement for providing thepersonnel who provide support to our operations.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 ArcLight ceases to directly or indirectly control the Company.ArcLight is our controlling equity-holder. Therefore, conflicts of interest may arise between ArcLight and itsaffiliates and subsidiaries, on the one hand, and us, on the other hand. In resolving those conflicts of interest, ArcLight mayfavor its own interests and the interests of its affiliates over the interests of the Company.32 Table of Contents These conflicts include, among others, the following potential conflicts of interest:·ArcLight and its affiliates may engage in competition with us under certain circumstances;·Neither our operating agreement nor any other agreement requires ArcLight or its affiliates to pursue a businessstrategy that favors us. This entitles ArcLight to consider only the interests and factors that it desires, and it hasno duty or obligation to give any consideration to any interest of, or factors affecting, us, our affiliates or anyother security-holder. ArcLight’s directors and officers have fiduciary duties to make decisions in the bestinterests of ArcLight, which may be contrary to our interests or the interests of our customers;·Our operating agreement does not restrict ArcLight from causing us to pay it or its affiliates for any servicesrendered to us or entering into additional contractual arrangements with any of these entities on our behalf;·ArcLight is allowed to take into account the interests of parties other than us, such as ArcLight, or its affiliates,in resolving conflicts of interest. Specifically, in determining whether a transaction or resolution is “fair andreasonable,” ArcLight may consider the totality of the relationships between the parties involved, includingother transactions that may be particularly advantageous or beneficial to us;·Our officers are officers of affiliates of Arclight, and we are managed by TLP Finance Holdings, LLC, our directparent and a controlled subsidiary of ArcLight, and also devote significant time to the business of these entitiesand are compensated accordingly;·ArcLight has limited its liability and reduced its fiduciary duties, and also has restricted the remedies availableto any party for actions that, without the limitations, might constitute breaches of fiduciary duty. ArcLight willnot have any liability to us for decisions made in its capacity as our controlling equity-holder so long as it actedin good faith, meaning it believed that its decision was in the best interests of our company;·ArcLight determines the amount and timing of acquisitions and dispositions, capital expenditures, borrowings,issuance of additional securities, and reserves, each of which can affect our cash flows;·ArcLight determines the amount and timing of any capital expenditures by our company and whether a capitalexpenditure is a maintenance capital expenditure, which reduces operating surplus, or an expansion capitalexpenditure, which does not reduce operating surplus, which can affect our cash flows;·ArcLight determines which out‑of‑pocket costs incurred by TLP Management Services are reimbursable by us;·ArcLight and its officers and directors will not be liable for monetary damages to us, our security-holders orassignees for any acts or omissions unless there has been a final and non‑appealable judgment entered by acourt of competent jurisdiction determining that ArcLight or those other persons acted in bad faith or engagedin fraud or willful misconduct; or·ArcLight decides whether to retain separate counsel, accountants or others to perform services on our behalf. Upon the termination of the omnibus agreement, we may incur additional costs to replicate the services currentlyprovided thereunder, in which event our financial condition and results of operations could be materially adverselyaffected.Our company has no officers or employees and all of our management and operational activities are provided byofficers and employees of TLP Management Services, a controlled 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.33 Table of Contents We cannot predict whether ArcLight will seek to terminate, amend or modify the terms of the omnibus agreement.Following any termination of the omnibus agreement, the Company will be required to assume directly or indirectly throughone or more service providers, the scope of the services provided to the Company under the omnibus agreement. If we areunsuccessful in negotiating acceptable terms with a successor service provider, if we are required to pay a higheradministrative fee or if we must incur substantial costs to replicate the services currently provided by ArcLight and itsaffiliates under the omnibus agreement, our financial condition and results of operations could be materially adverselyaffected.ArcLight and its affiliates may compete with us and do not have any obligation to present business opportunitiesto us.Neither our operating agreement nor any other agreement will prohibit ArcLight or its affiliates from owning assetsor engaging in businesses that compete directly or indirectly with us. For example, an affiliate of ArcLight is the majorityowner of the general partner of a publicly traded master limited partnership in the midstream segment of the energy industry,which may compete with us in the future. In addition, ArcLight and its affiliates may acquire, construct or dispose ofmidstream assets or other assets in the future without any obligation to offer us the opportunity to purchase any of thoseassets. ArcLight and its affiliates are large, established participants in the energy industry and may have greater resourcesthan we have, which may make it more difficult for us to compete with these entities with respect to commercial activities aswell as for acquisition opportunities. As a result, competition from ArcLight and its affiliates could materially adverselyimpact our results of operations and distributable cash flow.Fees due to ArcLight and its affiliates for services provided under the omnibus agreement are and will continue tobe substantial and will reduce our cash flow.Payments to ArcLight are and will continue to be substantial and will reduce the amount of cash flows. For the yearended December 31, 2018, we paid affiliates of ArcLight an administrative fee of approximately $10.3 million pursuant tothe omnibus agreement. The administrative fee is subject to increase at the request of ArcLight in the event we acquire orconstruct facilities. ArcLight and its affiliates will continue to be entitled to reimbursement for all other direct expenses theyincur on our behalf, including the salaries of and the cost of employee benefits for employees working on‑site at ourterminals and pipelines. ArcLight will determine the amount of these expenses. ArcLight and its affiliates also may provideus other services for which we will be charged fees as determined by ArcLight. 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.34 Table of Contents Part II ITEM 5. MARKET FOR THE REGISTRANT’S COMMON UNITS, RELATED UNITHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIESMARKET FOR COMMON UNITSAs a result of the Take-Private Transaction, the Partnership’s common units ceased to be publicly traded, and thePartnership’s common units are no longer listed on the NYSE. 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, 2018, 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, 2018 (1) 2017 (1) 2016 2015 2014 (dollars in thousands except per unit amounts) Operations Data: Revenue$228,093 $183,272 $164,924 $152,510 $150,062 Direct operating costs and expenses (82,028) (67,700) (68,415) (64,033) (66,183) General and administrative expenses (21,615) (19,433) (14,100) (14,749) (13,941) Insurance expenses (4,976) (4,064) (4,081) (3,756) (3,711) Equity-based compensation expense (3,478) (2,999) (3,263) (1,411) (2,221) Depreciation and amortization (49,535) (35,960) (32,383) (30,650) (29,522) Loss on disposition of assets (901) — — — — Earnings from unconsolidated affiliates 8,852 7,071 10,029 11,948 4,443 Operating income 74,412 60,187 52,711 49,859 38,927 Other expenses: Interest expense (31,900) (10,473) (7,787) (7,396) (5,489) Amortization of deferred financing costs (3,037) (1,221) (818) (774) (975) Net earnings 39,475 48,493 44,106 41,689 32,463 Less—earnings allocable to general partner interestincluding incentive distribution rights (15,675) (12,705) (9,340) (7,506) (7,167) Net earnings allocable to limited partners$23,800 $35,788 $34,766 $34,183 $25,296 Net earnings per limited partner unit—basic$1.46 $2.20 $2.14 $2.12 $1.57 Net earnings per limited partner unit—diluted$1.45 $2.20 $2.14 $2.12 $1.57 Other Financial Data: Net cash provided by operating activities$118,583 $103,704 $79,107 $87,480 $60,929 Net cash used in investing activities$(56,660) $(337,070) $(69,089) $(34,153) $(50,702) Net cash provided by (used in) financing activities$(62,514) $233,696 $(10,106) $(55,950) $(10,186) Cash distributions declared per common unit attributable tothe period$3.190 $2.990 $2.780 $2.665 $2.655 Balance Sheet Data (at period end): Property, plant and equipment, net$688,179 $655,053 $416,748 $388,423 $385,301 Investments in unconsolidated affiliates$227,031 $233,181 $241,093 $246,700 $249,676 Total assets$999,376 $987,003 $689,694 $656,687 $664,057 Long-term debt$598,622 $593,200 $291,800 $248,000 $252,000 Equity$339,727 $364,217 $372,734 $383,971 $391,465 35 Table of Contents (1)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. Following the consummation of our Take-Private Transaction, we are wholly owned by TLPFinance Holdings, LLC, an indirect controlled subsidiary of ArcLight, and we have converted into a Delaware limitedliability company pursuant to Section 17-219 of the Delaware Limited Partnership Act. Prior to the consummation of ourTake-Private Transaction, we were controlled by our general partner, which was controlled by ArcLight.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. NATURE OF ASSETS Gulf Coast Operations. Our Gulf Coast terminals consist of eight refined product terminals and is the largestterminal network in Florida. These terminals have approximately 6.9 million barrels of aggregate active storage capacity inports including Port Everglades, 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.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 razorback terminals have approximately36 Table of Contents 0.4 million barrels of aggregate active storage capacity. Our Rogers facility is the only refined products terminal located inNorthwest Arkansas.We also own and operate a terminal facility in 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.Brownsville, Texas Operations. We own and operate a refined product terminal with approximately 0.8 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 south Texas and Mexico. 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.The Diamondback pipeline consists of an 8” pipeline that previously transported propane approximately 16 milesfrom our Brownsville facilities to the United States/Mexico border and a 6” pipeline, which runs parallel to the 8” pipelinethat can be used by us in the future to transport additional refined products to Matamoros, Mexico. The 8” pipeline has acapacity of approximately 20,000 barrels per day. The 6” pipeline has a capacity of approximately 12,000 barrels per day.Operations on the Diamondback pipeline were shut down in the fourth quarter of 2017; however, we expect to recommissionthe Diamondback pipeline and resume operations by the end of 2019.In 2018 and prior thereto, we also operated and maintained the United States portion of a 174-mile refined productspipeline owned by a third party. This pipeline connects our Brownsville terminal complex to a pipeline in Mexico thatdelivers to a third party terminal located in Reynosa, Mexico and terminates at the third party’s refinery, located inCadereyta, Nuevo Leon, Mexico, a suburb of the large industrial city of Monterrey. Our services for this pipeline terminatedon August 23, 2018, and a third party has taken 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, customers engaged in thedistribution and marketing of refined products and industrial and commercial end-users.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 12.0 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 bulk storage terminal. The Collins terminal, currently going through expansions, is the only independent terminalcapable 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 5.3million barrels of aggregate active storage capacity. The terminals are strategically located in close proximity to three SanFrancisco Bay refineries and the origin of the North California products pipeline distribution system. At our West Coastterminals, we handle crude oil, gasoline, diesel, jet fuel, gasoline blend stocks, fuel oil, Avgas and ethanol on behalf of, andprovide integrated terminaling services to, customers engaged in the distribution and marketing of refined products. Weacquired the West Coast terminals in December 2017.37 Table of Contents 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. An affiliate of PEMEX, Mexico’sstate owned petroleum company, acquired the remaining 50% ownership interest in Frontera for a cash payment ofapproximately $25.6 million. We operate the Frontera assets under an operations and reimbursement agreement between usand Frontera. Frontera has approximately 1.7 million barrels of aggregate active storage capacity. Our 50% ownershipinterest does not allow us to control Frontera, but does allow us to exercise significant influence over its operations.Accordingly, we account for our investment in Frontera under the equity 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. BOSTCOhas approximately 7.1 million barrels of aggregate active storage capacity. Our investment in BOSTCO entitles us to appointa member to the Board of Managers of BOSTCO, to vote our proportionate ownership share on general governance mattersand to certain rights of approval over significant changes in, or expansion of, BOSTCO’s business. Kinder Morgan isresponsible for managing BOSTCO’s day-to-day operations. Our 42.5% Class A ownership interest does not allow us tocontrol BOSTCO, but does allow us to exercise significant influence over its operations. Accordingly, we account for ourinvestment in BOSTCO under the equity method of accounting.NATURE OF REVENUE AND EXPENSESWe derive revenue from our terminal and pipeline transportation operations by charging fees for providingintegrated terminaling, transportation and related services. We have several significant customer relationships that made up85% of the total revenue for the year ended December 31, 2018. These relationships include: NGL Energy Partners LP,Castleton Commodities International LLC, RaceTrac Petroleum Inc., Glencore Ltd., Tesoro, Musket Corporation, BP,Associated Asphalt, Magellan Pipeline Company, L.P., United States Government, Valero Marketing and Supply Company,PMI Trading Ltd., Exxon Mobil Oil Corporation, World Fuel Services Corporation, Chevron Corporation, Shell andAndeavor.The fees we charge, our other sources of revenue and our direct costs and expenses are described below.Terminaling services fees. Our terminaling services agreements are structured as either throughput agreements orstorage agreements. Our throughput agreements contain provisions that require our customers to make minimum payments,which are based on contractually established minimum volume of throughput of the customer’s product at our facilities overa stipulated period of time. Due to this minimum payment arrangement, we recognize a fixed amount of revenue from thecustomer over a certain period of time, even if the customer throughputs less than the minimum volume of product duringthat period. In addition, if a customer throughputs a volume of product exceeding the minimum volume, we would recognizeadditional revenue on this incremental volume. Our storage agreements require our customers to make minimum paymentsbased on the volume of storage capacity available to the customer under the agreement, which results in a fixed amount ofrecognized revenue. We refer to the fixed amount of revenue recognized pursuant to our terminaling services agreements asbeing “firm commitments.” Revenue recognized in excess of firm commitments and revenue recognized based solely on thevolume of product distributed or injected are referred to as “ancillary.” In addition, “ancillary” revenue also includes feesreceived from ancillary services including heating and mixing of stored products, product transfer, railcar handling, butaneblending, proceeds from the sale of product gains, wharfage and vapor recovery.Pipeline transportation fees. We earn pipeline transportation fees at our Diamondback pipeline either based on thevolume of product transported or under capacity reservation agreements. Revenue associated with the capacity reservation isrecognized ratably over the respective term, regardless of whether the capacity is actually utilized. We earn pipelinetransportation fees at our Razorback pipeline based on an allocation of the aggregate fees charged under the capacityagreement with our customer who has contracted for 100% of our Razorback system.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 and maintenancecosts. We manage and operate the Frontera joint venture and receive a management fee based on our costs38 Table of Contents incurred. We manage and operate rail sites at certain Southeast terminals on behalf of a major oil company and receivereimbursement for operating and maintenance costs We lease land under operating leases and thereafter receive a fee as thelessor or sublessor from third parties and, in certain cases, our affiliates. We also managed and operated for an affiliate ofPEMEX, Mexico’s state-owned petroleum company, a products pipeline connected to our Brownsville terminal facility andreceived a management fee through August 23, 2018. 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. General and administrative expenses include direct general andadministrative expenses for costs and expenses of employees performing engineering, health, safety and environmentalservices, third party accounting costs associated with annual and quarterly reports and tax return and Schedule K‑1preparation and distribution, legal fees and independent director fees. General and administrative expenses also include feespaid to ArcLight under the omnibus agreement to cover the costs of centralized corporate functions such as legal,accounting, treasury, insurance administration and claims processing, information technology, human resources, credit,payroll, taxes and other corporate services.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.SIGNIFICANT DEVELOPMENTS SINCE THE FILING OF OUR PRIOR YEAR FORM 10-K TAKE-PRIVATE TRANSACTION On February 26, 2019, an affiliate of ArcLight completed its previously announced acquisition of all of thePartnership’s outstanding publicly traded common units not already held by ArcLight and its affiliates by way of our merger(the “Merger”) with a wholly owned subsidiary of TLP Finance Holdings, LLC (“TLP Finance”), an indirect controlledsubsidiary of Arclight. At the effective time of the Merger, each of the Partnership’s general partner units issued andoutstanding immediately prior to the acquisition effective time was converted into (i)(a) one Partnership common unit, and(i)(b) in aggregate, a non-economic general partner interest in the Partnership, (ii) each of the Partnership’s incentivedistribution rights issued and outstanding immediately prior to the acquisition effective time was converted into 100Partnership common units, (iii) our general partner distributed its common units in the Partnership (the “Transferred GPUnits”) to TLP Acquisition Holdings, LLC, a Delaware limited liability company (“TLP Holdings”), and TLP Holdingscontributed the Transferred GP Units to TLP Finance, (iv) the Partnership converted into the Company (a Delaware limitedliability company) pursuant to Section 17-219 of the Delaware Limited Partnership Act and changed its name to“TransMontaigne Partners LLC”, and all of our common units owned by TLP Finance were converted into limited liabilitycompany interests, (v) the non-economic interest in the Company owned by our general partner was automatically cancelledand ceased to exist and our general partner merged with and into the Company with the Company surviving, and (vi) theCompany became 100% owned by TLP Finance (the transactions described in the foregoing clauses (i) through (iv),collectively with the Merger, the “Take-Private Transaction”).As a result of the Take-Private Transaction, our common units ceased to be publicly traded, and our common units are nolonger listed on the New York Stock Exchange (“NYSE”). Our currently outstanding 6.125% senior unsecured notes due in2026 remain outstanding, and the Company is voluntarily filing with the Securities and Exchange Commission pursuant tothe covenants contained in those notes.EXPANSION OF ASSETS Expansion of our Brownsville operations. The Frontera joint venture has waived its right of first refusal toparticipate in our previously announced Brownsville terminal expansion. Accordingly, our Brownsville expansion projectwill be 100% constructed and owned by the Company. The project, which is underpinned by new long-term agreements,includes the construction of approximately 630,000 barrels of additional liquids storage capacity and the conversion of ourDiamondback Pipeline to transport diesel and gasoline to the U.S./Mexico border. The Diamondback39 Table of Contents Pipeline is comprised of an 8” pipeline that previously transported propane approximately 16 miles from our Brownsvillefacilities to the U.S./Mexico border, as well as a 6” pipeline, which runs parallel to the 8” pipeline, that has been idle and canbe used to transport additional refined products. We expect the first tanks of the additional liquids storage capacity underconstruction to be placed into commercial service during the first quarter of 2019. We expect to recommission theDiamondback Pipeline and resume operations on both the 8” pipeline and the previously idle 6” pipeline by the end of2019, with the remaining additional liquids storage capacity being placed into commercial service at the same time. Theanticipated aggregate cost of the terminal expansion and pipeline recommissioning is estimated to be approximately $55million. Expansion of our Collins terminal. Our Collins, Mississippi terminal complex is strategically located for the bulkstorage market and is the only independent terminal capable of receiving from, delivering to, and transferring refinedpetroleum products between the Colonial and Plantation pipeline systems. We continue to implement the design andconstruction of approximately 870,000 barrels of new storage capacity supported by the execution of a new long-term, fee-based terminaling services agreement with a third party customer, which constitutes the beginning of a Phase II buildout. Tofacilitate our further expansion of tankage at our Collins terminal, we also entered into an agreement with Colonial PipelineCompany for significant improvements to the Colonial Pipeline receipt and delivery manifolds and our related receipt anddelivery facilities. The improvements will result in significant increased flexibility for our Collins terminal customersincluding the simultaneous receipt and delivery of gasoline from and to Colonial’s Line 1 at full line rates including theability to receive and deliver segregated batches at these rates; a dedicated and segregated line for the receipt and delivery ofdistillates from and to Colonial’s Line 2; and a dedicated and segregated line for the receipt and delivery of jet fuel from andto Colonial’s Line 2. The anticipated cost of the approximately 870,000 barrels of new storage capacity and our share of theimprovements to the pipeline connections is approximately $55 million, with expected annual cash returns in the low-teens.We are currently in active discussions with several other existing and prospective customers regarding additional futurecapacity at our Collins terminal. We expect the first of the new tanks to come online in the first quarter of 2019 and theColonial Pipeline Company improvements to come online in the second quarter of 2019.Expansion of our West Coast terminals. On December 15, 2017, we acquired the West Coast terminals from a thirdparty for a total purchase price of approximately $276.8 million. The West Coast terminals consist of two waterborne refinedproduct and crude oil terminals located in the San Francisco Bay Area refining complex with a total of 64 storage tanks withapproximately 5.3 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.Pursuant to a new long-term terminaling services agreement, we have begun the construction of an additional125,000 barrels of storage capacity at our Richmond West Coast terminal. The cost of constructing this new capacity isexpected to be approximately $8 million. We are also pursuing other high-return investment opportunities similar to this atthese terminals. The first of the new tanks began to come online in the fourth quarter of 2018.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, accruedenvironmental obligations and business combination estimates and assumptions. These estimates are based on ourknowledge and understanding of current conditions and actions we may take in the future. Changes in these estimates willoccur as a result of the passage of time and the occurrence of future events. Subsequent changes in these estimates may have asignificant impact on our financial condition and results of operations (see Note 1 of Notes to consolidated financialstatements).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 similar40 Table of Contents 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, 2018, we have an accrued liability of approximately$1.6 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 have been, and are expected in the future to be,insignificant. Pursuant to agreements, an affiliate of NGL Energy Partners LP retained certain liabilities and indemnified usagainst certain potential environmental claims, losses and expenses associated with the operation of the acquired terminalfacilities and occurring before our date of acquisition, up to a maximum liability for these indemnification obligations (notto 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 indemnifications to us remain in place and were not affected by the Take-Private Transaction. 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 assets with finitelives over their estimated useful life as determined by management. We do not amortize goodwill but instead periodicallyassess 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.41 Table of Contents RESULTS OF OPERATIONS—YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016ANALYSIS 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, 2018 2017 2016 Terminaling services fees $216,231 $168,083 $144,568 Pipeline transportation fees 3,295 5,719 6,789 Management fees and reimbursed costs 8,567 9,470 9,035 Other — — 4,532 Revenue $228,093 $183,272 $164,924 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): Total Revenue by Business Segment Year ended Year ended Year ended December 31, December 31, December 31, 2018 2017 2016Gulf Coast terminals $64,622 $62,941 $56,710Midwest terminals and pipeline system 11,899 10,997 11,201Brownsville terminals 17,246 20,645 25,485River terminals 10,654 10,947 12,578Southeast terminals 83,712 76,004 58,950West Coast terminals 39,960 1,738 —Revenue $228,093 $183,272 $164,924 Total revenue by business segment is presented and further analyzed below by category of revenue.Terminaling services fees. Our terminaling services agreements are structured as either throughput agreements orstorage agreements. Our throughput agreements contain provisions that require our customers to make minimum payments,which are based on contractually established minimum volume of throughput of the customer’s product at our facilities overa stipulated period of time. Due to this minimum payment arrangement, we recognize a fixed amount of revenue from thecustomer over a certain period of time, even if the customer throughputs less than the minimum volume of product duringthat period. In addition, if a customer throughputs a volume of product exceeding the minimum volume, we would recognizeadditional revenue on this incremental volume. Our storage agreements require our customers to make minimum paymentsbased on the volume of storage capacity available to the customer under the agreement, which results in a fixed amount ofrecognized revenue. 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 are referred to as “ancillary.” In addition “ancillary” revenue also includes fees42 Table of Contents received from ancillary services including heating and mixing of stored products, product transfer, railcar handling, butaneblending, proceeds from the sale of product gains, wharfage and vapor recovery. Terminaling Services Fees by Business Segment Year ended Year ended Year ended December 31, December 31, December 31, 2018 2017 2016Gulf Coast terminals $64,338 $61,889 $54,619Midwest terminals and pipeline system 10,127 9,265 9,469Brownsville terminals 8,339 9,186 11,202River terminals 10,654 10,883 10,868Southeast terminals 82,821 75,122 58,410West Coast terminals 39,952 1,738 —Terminaling services fees $216,231 $168,083 $144,568The increase in terminaling services fees at our Gulf Coast terminals for the year ended December 31, 2018 resultsfrom an increase in ancillary revenue. The increase in terminaling services fees at our Gulf Coast terminals for the year endedDecember 31, 2017 includes an increase of approximately $1.4 million resulting from re-contracting capacity at PortManatee, Florida in July 2016 and November 2016, an increase of approximately $1.4 million resulting from increasedthroughput by various customers and $0.7 million resulting from contracting refurbished capacity at Port Manatee andJacksonville, Florida in May 2017. The increase in terminaling services fees at our Southeast terminals for the year ended December 31, 2018 includesan increase of approximately $3.0 million resulting from placing into service approximately 2.0 million barrels of new tankcapacity at our Collins terminal in various stages beginning in the fourth quarter of 2016 through the second quarter of 2017,and an increase in ancillary revenue.The increase in terminaling services fees at our West Coast terminals for the year ended December 31, 2018 is aresult of the West Coast terminals acquisition on December 15, 2017. Included in terminaling services fees for the years ended December 31, 2018, 2017 and 2016 are fees charged toaffiliates of approximately $11.0 million, $1.9 million and $3.4 million, respectively.The “firm commitments” and “ancillary” revenue included in terminaling services fees were as follows (inthousands): Firm Commitments and AncillaryTerminaling Services Fees Year ended Year ended Year ended December 31, December 31, December 31, 2018 2017 2016 Firm commitments $171,774 $135,197 $116,341 Ancillary 44,457 32,886 28,227 Terminaling services fees $216,231 $168,083 $144,568 The remaining terms on the terminaling services agreements that generated “firm commitments” for the year endedDecember 31, 2018 were as follows (in thousands): Less than 1 year remaining $36,454 21%1 year or more, but less than 3 years remaining 56,237 33%3 years or more, but less than 5 years remaining 43,408 25%5 years or more remaining 35,675 21%Total firm commitments for the year ended December 31, 2018 $171,774 _____________________________43 (1)Table of Contents We have a terminaling services agreement with a third party relating to our Southeast terminals that will continuein effect through February 1, 2023, after which it shall automatically continue unless and until the third party provides atleast 24 months’ prior notice of its intent to terminate the agreement. Effective at any time from and after July 31, 2040, wehave the right to terminate the agreement by providing at least 24 months’ prior notice of our intent to terminate theagreement. We do not believe the third party will terminate the agreement prior to July 31, 2040; therefore we have presentedthe firm commitments related to this terminaling services agreement in the 5 years or more remaining category in the tableabove.Pipeline transportation fees. We earned pipeline transportation fees at our Diamondback pipeline either based onthe volume of product transported or under capacity reservation agreements. Revenue associated with the capacityreservation is recognized ratably over the respective term, regardless of whether the capacity is actually utilized. 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 through December 31, 2017. Thepipeline transportation fees by business segments were as follows (in thousands): Pipeline Transportation Fees by Business Segment Year ended Year ended Year ended December 31, December 31, December 31, 2018 2017 2016 Gulf Coast terminals $ — $ — $ — Midwest terminals and pipeline system 1,772 1,732 1,732 Brownsville terminals 1,523 3,987 5,057 River terminals — — — Southeast terminals — — — West Coast terminals — — — Pipeline transportation fees $3,295 $5,719 $6,789 The decrease in pipeline transportation fees at our Brownsville terminals for the year ended December 31, 2018 isattributable to suspending operations on the Ella-Brownsville and Diamondback pipelines at the end of 2017 in connectionwith the expansion of our Brownville operations. The Diamondback Pipeline consists of an 8” pipeline that previouslytransported propane approximately 16 miles from our Brownsville facilities to the U.S./Mexico border and a 6” pipeline,which runs parallel to the 8” pipeline that has been idle and can be used to transport additional refined products. We expectto recommission and resume operations on both the 8” pipeline and the previously idle 6” pipeline by the end of 2019.Included in pipeline transportation fees for each of the years ended December 31, 2018, 2017 and 2016 are feescharged to affiliates of approximately $nil.44 (1)Table of Contents 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 and maintenancecosts. We manage and operate the Frontera joint venture and receive a management fee based on our costs incurred. Wemanage and operate rail sites at certain Southeast terminals on behalf of a major oil company and receive reimbursement foroperating and maintenance costs. We lease land under operating leases and thereafter receive a fee as the lessor or sublessorfrom third parties and, in certain cases, our affiliates. We also managed and operated for an affiliate of PEMEX, Mexico’sstate-owned petroleum company, a products pipeline connected to our Brownsville terminal facility and received amanagement fee through August 23, 2018. The management fees and reimbursed costs by business segments were as follows(in thousands): Management Fees and Reimbursed Costs by Business Segment Year ended Year ended Year ended December 31, December 31, December 31, 2018 2017 2016Gulf Coast terminals $284 $1,052 $1,159Midwest terminals and pipeline system — — —Brownsville terminals 7,384 7,472 7,326River terminals — 64 10Southeast terminals 891 882 540West Coast terminals 8 — —Management fees and reimbursed costs $8,567 $9,470 $9,035 Included in management fees and reimbursed costs for the years ended December 31, 2018, 2017 and 2016 are feescharged to affiliates of approximately $5.8 million, $5.3 million and $5.0 million, respectively.Other revenue. Other revenue includes payments to us for settlement of litigation and reimbursements for propertydamage caused by customers. 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, 2018 2017 2016 Gulf Coast terminals $ — $ — $932 Midwest terminals and pipeline system — — — Brownsville terminals — — 1,900 River terminals — — 1,700 Southeast terminals — — — West Coast terminals — — — Other revenue $ — $ — $4,532 Included in Other revenue for the year ended December 31, 2016 is an approximately $1.9 million one-timepayment to us at our Brownsville terminals related to the settlement of litigation with our LPG customer, an approximately$1.7 million one-time payment to us at our River terminals related to property damage caused by a customer and anapproximately $0.9 million one-time payment to us at our Gulf Coast terminals related to property damage caused by acustomer. Included in other revenue for the years ended December 31, 2018, 2017 and 2016 are amounts charged to affiliatesof approximately $nil. 45 Table of Contents ANALYSIS OF COSTS AND EXPENSESThe direct operating costs and expenses of our operations include the direct wages and employee benefits, utilities,communications, repairs and maintenance, rent, property taxes, vehicle expenses, environmental compliance costs, materialsand supplies. Consistent with historical trends, repairs and maintenance expenses can vary year-to-year based on the timingof scheduled maintenance and unforeseen circumstances necessitating repairs to our terminals and pipelines. The directoperating 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, 2018 2017 2016 Wages and employee benefits $30,292 $24,923 $24,119 Utilities and communication charges 9,611 8,335 7,677 Repairs and maintenance 14,624 12,259 15,432 Office, rentals and property taxes 11,684 10,117 9,494 Vehicles and fuel costs 782 714 838 Environmental compliance costs 4,134 2,696 3,403 Other 10,901 8,656 7,452 Direct operating costs and expenses $82,028 $67,700 $68,415 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, 2018 2017 2016Gulf Coast terminals $22,817 $22,829 $22,952Midwest terminals and pipeline system 3,053 2,859 3,220Brownsville terminals 7,812 10,447 11,338River terminals 6,832 6,624 7,957Southeast terminals 26,836 24,302 22,948West Coast terminals 14,678 639 —Direct operating costs and expenses $82,028 $67,700 $68,415 The decrease in direct operating costs and expenses at our Brownsville terminals for the year ended December 31,2018 is primarily attributable to terminating our lease of the Ella‑Brownsville pipeline from a third party on December 31,2017 in connection with the expansion of our Brownville operations.The increase in direct operating costs and expenses at our Southeast terminals is a result of the completion of ourPhase I Collins terminal expansion project in various stages beginning in the fourth quarter of 2016 through the secondquarter of 2017.The increase in direct operating costs and expenses at our West Coast terminals is a result of the West Coastterminals acquisition on December 15, 2017.General and administrative expenses include fees paid to ArcLight under the omnibus agreement to cover the costsof centralized corporate functions such as legal, accounting, treasury, insurance administration and claims processing,information technology, human resources, credit, payroll, taxes and other corporate services. General and administrativeexpenses also include direct general and administrative expenses for costs and expenses of employees performingengineering, health, safety and environmental services, third party accounting costs associated with annual and quarterlyreports and tax return and Schedule K‑1 preparation and distribution, legal fees and independent director46 Table of Contents fees. The general and administrative expenses for the years ended December 31, 2018, 2017 and 2016 were approximately$21.6 million, $19.4 million and $14.1 million, respectively. The increase in general and administrative expenses for theyear ended December 31, 2018 is primarily attributable to an increase in the omnibus fee beginning May 13, 2018 and costsassociated with the Take-Private Transaction. The increase in general and administrative expenses for the year endedDecember 31, 2017 is primarily attributable to the May 3, 2017 increase in the omnibus fee and costs for pursuingacquisition and other growth 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. For the years ended December 31,2018, 2017 and 2016, the insurance expense was approximately $5.0 million, $4.1 million and $4.1 million, respectively.The increase in insurance expense for the year ended December 31, 2018 is primarily attributable to the December 15,2017 West Coast acquisition.Equity-based compensation expense includes expense associated with us reimbursing ArcLight for awards grantedby them to certain key officers and employees who provide service to us that vest over future service periods and, prior to theconsummation of the Take-Private Transaction, grants to the independent directors of our general partner under our long-term incentive plan (which was terminated, in relevant part, in connection with the Take-Private Transaction). Prior to theconsummation of the Take-Private Transaction, we had the intent and ability to settle our reimbursement for the bonusawards by issuing additional common units, and accordingly, we accounted for the bonus awards as an equity award;following the Take-Private Transaction, we will settle our awards through cash compensation. The expenses associated withthese reimbursements were approximately $3.5 million, $3.0 million and $3.3 million for the years ended December 31,2018, 2017 and 2016, respectively. Depreciation and amortization expenses for the years ended December 31, 2018, 2017 and 2016 were approximately$49.5 million, $36.0 million and $32.4 million, respectively. The increase in depreciation and amortization expense for theyears ended December 31, 2018 and 2017 is primarily attributable to placing the Collins expansion project in service invarious stages beginning in the fourth quarter of 2016 through the second quarter of 2017 and the December 15, 2017 WestCoast acquisition.Interest expense for the years ended December 31, 2018, 2017 and 2016 was approximately $31.9 million, $10.5million and $7.8 million, respectively. The increase in interest expense for the years ended December 31, 2018 and 2017 isprimarily attributable to financing the December 15, 2017 acquisition of the West Coast terminals, the February 12, 2018issuance of senior notes and increases in LIBOR based interest rates. ANALYSIS OF INVESTMENTS IN UNCONSOLIDATED AFFILIATESAt December 31, 2018, 2017 and 2016, 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 1.7 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, 2018 2017 2018 2017 BOSTCO 42.5% 42.5% $203,005 $209,373 Frontera 50% 50% 24,026 23,808 Total investments in unconsolidated affiliates $227,031 $233,181 47 Table of Contents Earnings from investments in unconsolidated affiliates were as follows (in thousands): Year ended Year ended Year ended December 31, December 31, December 31, 2018 2017 2016BOSTCO $5,767 $3,543 $6,933Frontera 3,085 3,528 3,096Total earnings from investments in unconsolidated affiliates $8,852 $7,071 $10,029 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. Additional capital investments in unconsolidated affiliates were as follows (in thousands): Year ended Year ended Year ended December 31, December 31, December 31, 2018 2017 2016BOSTCO $ — $145 $2,125Frontera 1,413 2,000 100Additional capital investments in unconsolidated affiliates $1,413 $2,145 $2,225 Cash distributions received from unconsolidated affiliates were as follows (in thousands): Year ended Year ended Year ended December 31, December 31, December 31, 2018 2017 2016BOSTCO $12,135 $12,256 $14,331Frontera 4,280 4,872 3,530Cash distributions received from unconsolidated affiliates $16,415 $17,128 $17,861 LIQUIDITY AND CAPITAL RESOURCESOur primary liquidity needs are to fund our working capital requirements, distributions to equity owners, approvedinvestments, approved capital projects and approved future expansion, development and acquisition opportunities. Weexpect to fund any investments, capital projects and future expansion, development and acquisition opportunities with cashflows from operations and additional borrowings under our revolving credit facility.Net cash provided by (used in) operating activities, investing activities and financing activities were as follows (inthousands): Year ended December 31, 2018 2017 2016 Net cash provided by operating activities $118,313 $103,704 $79,107 Net cash used in investing activities $(56,660) $(337,070) $(69,089) Net cash provided by (used) in financing activities $(62,514) $233,696 $(10,106) The increase in net cash provided by operating activities for the year ended December 31, 2018 is primarilyattributable to increased revenue related to the acquisition of the West Coast terminals in December 2017. The increase in netcash provided by operating activities for the year ended December 31, 2017 is primarily attributable to increased revenuerelated to placing 2.0 million barrels of new tank capacity at our Collins terminal into service in various stages48 Table of Contents beginning in the fourth quarter of 2016 through the second quarter of 2017, re-contracting of available storage capacitythroughout 2017 and the timing of working capital requirements.The decrease in net cash used in investing activities for the year ended December 31, 2018 and the increase in netcash used in investing activities for the year ended December 31, 2017 includes a change of $276.8 million for theDecember 15, 2017 acquisition of the West Coast terminals. Additional investments and expansion capital projects at our terminals have been approved that currently are, orwill be, under construction with estimated completion dates that extend through the fourth quarter of 2019. At December 31,2018, the remaining expenditures to complete the approved projects are estimated to be approximately $70 million. Theseexpenditures primarily relate to the construction costs associated with our Collins, Phase II terminal expansion and ourexpansion of our Brownsville operations. Our Collins Phase II terminal expansion includes the construction of an additional approximately 870,000 barrels ofnew storage capacity and significant improvements to the Colonial Pipeline receipt and delivery manifolds. Total capitalexpenditures for this project are expected to be approximately $55 million. Approximately 870,000 barrels were placed intocommercial service in the first quarter of 2019, with the manifold improvements to be placed into commercial service in thesecond quarter of 2019. Our expansion of our Brownsville operations includes the construction of approximately 630,000 barrels ofadditional liquids storage capacity and the conversion of our Diamondback Pipeline to transport diesel and gasoline to theU.S./Mexico border. We expect the first tanks of the additional liquids storage capacity under construction to be placed intocommercial service during the first quarter of 2019. We expect to recommission the Diamondback Pipeline and resumeoperations on both the 8” pipeline and the previously idle 6” pipeline by the end of 2019, with the remaining additionalliquids storage capacity being placed into commercial service at the same time. The anticipated aggregate cost of theterminal expansion and pipeline recommissioning is estimated to be approximately $55 million. Net cash used by financing activities for the year ended December 31, 2018 and net cash provided by financingactivities for the year ended December 31, 2017 changed primarily a result of funding the $276.8 million December 15, 2017acquisition of the West Coast terminals. 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 LLC agreement. We may make acquisitions and investments that meet the definition of “permittedacquisitions”; “other investments” which may not exceed 5% of “consolidated net tangible assets”; and additional future“permitted JV investments” up to $175 million, which may include additional investments in BOSTCO. The principalbalance of loans and any accrued and unpaid interest are due and payable in full on the maturity date, March 13, 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, 2018, our outstandingborrowings under our revolving credit facility were $306 million.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) and49 Table of Contents customary 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, 2018, 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 revolving creditfacility, we would seek a waiver from our lenders under such facility. If we were unable to obtain a waiver from our lendersand the default remained uncured after any applicable grace period, we would be in breach of our revolving credit facility,and the lenders would be entitled to declare all outstanding borrowings immediately due and payable. Three months ended Year ended March 31, June 30, September30, December31, December31, 2018 2018 2018 2018 2018Financial performance covenant tests: Consolidated EBITDA (1) $32,921 $33,833 $36,063 $30,663 $133,480Material Project credit (2) — 854 663 8,220 9,737Consolidated EBITDA for the leverage ratios (1)$32,921 $34,687 $36,726 $38,883 $143,217Revolving credit facility debt 306,0006.125% senior notes due in 2026 300,000Consolidated funded indebtedness $606,000Senior secured leverage ratio 2.14Total leverage ratio 4.23Consolidated EBITDA for the interest coverage ratio (1) $32,921 $33,833 $36,063 $30,663 $133,480Consolidated interest expense (1) (3) $6,419 $8,188 $8,464 $8,396 $31,467Interest coverage ratio 4.24Reconciliation of consolidated EBITDA to cash flows providedby operating activities: Consolidated EBITDA for the total leverage ratio (1) $32,921 $34,687 $36,726 $38,883 $143,217Material Project credit (2) — (854) (663) (8,220) (9,737)Interest expense (6,461) (8,273) (8,608) (8,558) (31,900)Unrealized loss on derivative instruments 42 85 144 162 433Amortization of deferred revenue (187) (149) (119) 131 (324)Settlement of tax withholdings on equity-based compensation 341 317 — — 658Change in operating assets and liabilities (2,262) 9,656 3,122 5,720 16,236Cash flows provided by operating activities $24,394 $35,469 $30,602 $28,118 $118,583___________________________________(1)Reflects the calculation of Consolidated EBITDA and Consolidated interest expense in accordance with the definitionfor such financial metrics in our revolving credit facility.(2)Reflects percentage of completion pro forma credit related to the Collins Phase II terminal expansion and theBrownsville terminal expansion that qualify as a “Material Project” under the terms of our revolving credit facility.(3)Consolidated interest expense, used in the calculation of the interest coverage ratio, excludes unrealized gains andlosses recognized on our derivative instruments.50 Table of Contents Termination of shelf registration. On September 2, 2016, the SEC declared effective a universal shelf registrationstatement, which replaced our prior shelf registration statement that previously expired. Prior to the Take-Private Transaction,the shelf registration statement allowed us to issue common units and debt securities. In February 2018, we used the shelfregistration statement to issue senior notes (see Note 21 of Notes to consolidated financial statements). In connection withthe Take-Private Transaction, the Company prepared and filed a post-effective amendment to its Form S-3 registrationstatement in effect to deregister all securities of the Partnership unissued but issuable thereunder. The senior notes remainoutstanding and the Company is voluntarily filing pursuant to the covenants contained in the senior notes.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, 2018 are as follows (in thousands): Years ending December 31, 2019 2020 2021 2022 2023 Thereafter Additions to property, plant and equipment undercontract $25,759 $ — $ — $ — $ — $ — Operating leases—property and equipment 3,015 3,374 3,210 2,315 2,263 6,287 Revolving credit facility — — — 306,000 — — Interest expense on revolving credit facility (1) 17,595 17,595 17,595 3,519 — — 6.125% senior notes due in 2026 — — — — — 300,000 Interest expense on 6.125% senior notes due in 2026(2) 18,375 18,375 18,375 18,375 18,375 38,945 Total contractual obligations to be settled in cash $64,744 $39,344 $39,180 $330,209 $20,638 $345,232 (1)Assumes that our outstanding revolving credit facility debt at December 31, 2018 remains outstanding until itsmaturity date and we incur interest expense at the weighted average interest rate on our borrowings outstanding for thethree months ended December 31, 2018, which is 5.75% per year.(2)Assumes that senior notes at December 31, 2018 remain outstanding until their maturity date and we incur interestexpense at the coupon rate of 6.125%.We believe that our future cash expected to be provided by operating activities, available borrowing capacity underour revolving credit facility, and our relationship with institutional lenders should enable us to meet our committed capitaland our essential liquidity requirements for the next twelve months.OFF-BALANCE SHEET ARRANGEMENTSWe have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect orchange on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capitalresources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreementor other contractual arrangement to which an entity unconsolidated with us is a party, under which we have (i) any obligationarising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assetstransferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets. 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 manage a portion ofour interest rate risk with interest rate swaps, which reduce our exposure to changes in interest rates by converting variableinterest rates to fixed interest rates. At December 31, 2018, we are party to an interest rate swap51 Table of Contents agreement with a notional amount of $50.0 million that expires March 11, 2019. Pursuant to the terms of the interest rateswap agreement, we pay a fixed rate of approximately 0.97% and receive interest payments based on the one-month LIBOR.The net difference to be paid or received under the interest rate swap agreement is settled monthly and is recognized as anadjustment to interest expense. At December 31, 2018, we had outstanding borrowings of $306 million under our revolvingcredit facility. Based on the outstanding balance of our variable‑interest‑rate debt at December 31, 2018, the terms of ourinterest rate swap agreement and assuming market interest rates increase or decrease by 100 basis points, the potential annualincrease or decrease in interest expense is approximately $2.6 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. We do not use derivative commodity instruments to manage the commodity riskassociated with the product we may own at any given time. Generally, to the extent we are entitled to retain product pursuantto terminaling services agreements with our customers, we sell the product to our customers on a contractually establishedperiodic basis; the sales price is based on industry indices. 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 LLC and Subsidiaries:Report of Independent Registered Public Accounting Firm 53 Consolidated balance sheets as of December 31, 2018 and 2017 54 Consolidated statements of operations for the years ended December 31, 2018, 2017 and 2016 55 Consolidated statements of equity for the years ended December 31, 2018, 2017 and 2016 56 Consolidated statements of cash flows for the years ended December 31, 2018, 2017 and 2016 57 Notes to consolidated financial statements 58 52 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Management of TransMontaigne Partners LLCOpinion on the Financial StatementsWe have audited the accompanying consolidated balance sheets of TransMontaigne Partners LLC (formerly TransMontaignePartners L.P.) and subsidiaries (the "Company") as of December 31, 2018 and 2017, the related consolidated statements ofincome, equity, and cash flows, for each of the three years in the period ended December 31, 2018, and the related notes(collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all materialrespects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and itscash flows for each of the three years in the period ended December 31, 2018, 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 (United States)(PCAOB), the Company’s internal control over financial reporting as of December 31, 2018, based on criteria establishedin Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the TreadwayCommission and our report dated March 15, 2019, expressed an unqualified opinion on the Company’s internal control overfinancial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinionon the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB andare required to be independent with respect to the Company in accordance with the U.S. federal securities laws and theapplicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standardsgenerally accepted in the United States of America. Those standards require that we plan and perform the audit to obtainreasonable 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 the financial statements, whetherdue to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a testbasis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating theaccounting principles used and significant estimates made by management, as well as evaluating the overall presentation ofthe financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Deloitte & Touche LLP Denver, ColoradoMarch 15, 2019 We have served as the Company’s auditor since 2012. 53 Table of Contents TransMontaigne Partners LLC and subsidiariesConsolidated balance sheets(Dollars in thousands) December 31, December 31, 2018 2017 ASSETS Current assets: Cash and cash equivalents $332 $923 Trade accounts receivable, net 14,042 11,017 Due from affiliates 1,402 1,509 Other current assets 8,193 20,654 Total current assets 23,969 34,103 Property, plant and equipment, net 688,179 655,053 Goodwill 9,428 9,428 Investments in unconsolidated affiliates 227,031 233,181 Other assets, net 50,769 55,238 $999,376 $987,003 LIABILITIES AND EQUITY Current liabilities: Trade accounts payable $27,007 $8,527 Due to affiliates 456 — Accrued liabilities 28,921 17,426 Total current liabilities 56,384 25,953 Other liabilities 4,643 3,633 Long-term debt 598,622 593,200 Total liabilities 659,649 622,786 Commitments and contingencies (Note 16) Equity: Common unitholders (16,229,123 units issued and outstanding at December 31, 2018 and16,177,353 units issued and outstanding at December 31, 2017) 286,237 310,769 General partner interest (2% interest with 331,206 equivalent units outstanding at December31, 2018 and 330,150 equivalent units outstanding at December 31, 2017) 53,490 53,448 Total equity 339,727 364,217 $999,376 $987,003 See accompanying notes to consolidated financial statements. 54 Table of Contents TransMontaigne Partners LLC and subsidiariesConsolidated statements of operations(In thousands, except per unit amounts) Year ended Year ended Year ended December 31, December 31, December 31, 2018 2017 2016 Revenue: External customers $211,303 $176,079 $156,506 Affiliates 16,790 7,193 8,418 Total revenue 228,093 183,272 164,924 Operating costs and expenses: Direct operating costs and expenses (82,028) (67,700) (68,415) General and administrative expenses (21,615) (19,433) (14,100) Insurance expenses (4,976) (4,064) (4,081) Equity-based compensation expense (3,478) (2,999) (3,263) Depreciation and amortization (49,535) (35,960) (32,383) Loss on disposition of assets (901) — — Total operating costs and expenses (162,533) (130,156) (122,242) Earnings from unconsolidated affiliates 8,852 7,071 10,029 Operating income 74,412 60,187 52,711 Other expenses: Interest expense (31,900) (10,473) (7,787) Amortization of deferred issuance costs (3,037) (1,221) (818) Total other expenses (34,937) (11,694) (8,605) Net earnings 39,475 48,493 44,106 Less—earnings allocable to general partner interest including incentivedistribution rights (15,675) (12,705) (9,340) Net earnings allocable to limited partners $23,800 $35,788 $34,766 Net earnings per limited partner unit—basic $1.46 $2.20 $2.14 Net earnings per limited partner unit—diluted $1.45 $2.20 $2.14 See accompanying notes to consolidated financial statements.55 Table of Contents TransMontaigne Partners LLC and subsidiariesConsolidated statements of equity(Dollars in thousands) General Common partner units interest Total 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 affiliate over thecarryover 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 Distributions to unitholders (51,152) (15,672) (66,824) Equity-based compensation 3,208 — 3,208 Issuance of 6,972 common units pursuant to our long-term incentive plan 270 — 270 Issuance of 44,798 common units pursuant to our savings and retention program — — — Settlement of tax withholdings on equity-based compensation (658) — (658) Contribution of cash by TransMontaigne GP to maintain its 2% general partnerinterest — 39 39 Net earnings for the year ended December 31, 2018 23,800 15,675 39,475 Balance December 31, 2018 $286,237 $53,490 $339,727 See accompanying notes to consolidated financial statements.56 Table of Contents TransMontaigne Partners LLC and subsidiariesConsolidated statements of cash flows(Dollars in thousands) Year ended Year ended Year ended December 31, December 31, December 31, 2018 2017 2016Cash flows from operating activities: Net earnings $39,475 $48,493 $44,106Adjustments to reconcile net earnings to net cash provided by operatingactivities: Depreciation and amortization 49,535 35,960 32,383Loss on disposition of assets 901 — —Earnings from unconsolidated affiliates (8,852) (7,071) (10,029)Distributions from unconsolidated affiliates 15,565 17,128 17,861Equity-based compensation expense 3,478 2,999 3,263Amortization of deferred issuance costs 3,037 1,221 818Amortization of deferred revenue (324) (333) (248)Unrealized (gain) loss on derivative instruments 433 (232) (344)Changes in operating assets and liabilities, net of effects from acquisitionsand dispositions: Trade accounts receivable, net (2,797) (1,593) (2,987)Due from affiliates 107 (856) 427Other current assets 2,579 1,457 (7,082)Amounts due under long-term terminaling services agreements, net 1,160 801 337Deposits — — (193)Trade accounts payable 2,335 2,522 (2,092)Due to affiliates 456 — —Accrued liabilities 11,495 3,208 2,887Net cash provided by operating activities 118,583 103,704 79,107Cash flows from investing activities: Acquisition of terminal assets — (276,760) (12,000)Investments in unconsolidated affiliates (1,413) (2,145) (2,225)Return of investment in unconsolidated affiliates 850 — —Capital expenditures (66,122) (58,165) (54,864)Proceeds from sale of assets 10,025 — —Net cash used in investing activities (56,660) (337,070) (69,089)Cash flows from financing activities: Proceeds from senior notes 300,000 — —Borrowings under revolving credit facility 166,400 442,100 199,900Repayments under revolving credit facility (453,600) (140,700) (156,100)Deferred issuance costs (7,871) (7,695) (806)Settlement of tax withholdings on equity-based compensation (658) (711) —Distributions paid to unitholders (66,824) (59,334) (53,109)Contribution of cash by TransMontaigne GP 39 36 9Net cash provided by (used in) financing activities (62,514) 233,696 (10,106)Increase (decrease) in cash and cash equivalents (591) 330 (88)Cash and cash equivalents at beginning of period 923 593 681Cash and cash equivalents at end of period $332 $923 $593Supplemental disclosures of cash flow information: Cash paid for interest $24,635 $10,077 $8,097Property, plant and equipment acquired with accounts payable $19,353 $3,207 $5,114See accompanying notes to consolidated financial statements. 57 Table of ContentsTransMontaigne Partners LLC and subsidiariesNotes to Consolidated Financial StatementsYears ended December 31, 2018, 2017 and 2016 (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(a) Nature of businessTransMontaigne Partners LLC (“we,” “us,” “our,” “the Company”) provides integrated terminaling, storage,transportation and related services for companies engaged in the trading, distribution and marketing of light refinedpetroleum products, heavy refined petroleum products, crude oil, chemicals, fertilizers and other liquid products. We conductour operations in the United States along the Gulf Coast, in the Midwest, in Houston and Brownsville, Texas, along theMississippi and Ohio rivers, in the Southeast and along the West Coast.We were originally formed as TransMontaigne Partners L.P. (“the Partnership), in February 2005 as a Delawarelimited partnership. Through February 26, 2019, the Partnership’s common units were listed and publicly traded on the NewYork Stock Exchange (“NYSE”) under the symbol “TLP”. The Partnership was controlled by a general partner,TransMontaigne GP L.L.C. (“TransMontaigne GP”), which was an indirect, controlled subsidiary of ArcLight Energy PartnersFund VI, L.P. (“ArcLight”). TransMontaigne GP also held the Partnership’s incentive distribution rights, which werenon‑voting limited partner interests with the rights set forth in the First Amended and Restated Agreement of LimitedPartnership of the Partnership, dated as of May 27, 2005, as amended from time to time.On February 26, 2019, an affiliate of ArcLight completed its previously announced acquisition of all of thePartnership’s outstanding publicly traded common units not already held by ArcLight and its affiliates by way of our merger(the “Merger”) with a wholly owned subsidiary of TLP Finance Holdings, LLC (“TLP Finance”), an indirect controlledsubsidiary of Arclight. At the effective time of the Merger, each of the Partnership’s general partner units issued andoutstanding immediately prior to the acquisition effective time was converted into (i)(a) one Partnership common unit, and(i)(b) in aggregate, a non-economic general partner interest in the Partnership, (ii) each of the Partnership’s incentivedistribution rights issued and outstanding immediately prior to the acquisition effective time was converted into 100Partnership common units, (iii) our general partner distributed its common units in the Partnership (the “Transferred GPUnits”) to TLP Acquisition Holdings, LLC, a Delaware limited liability company (“TLP Holdings”), and TLP Holdingscontributed the Transferred GP Units to TLP Finance, (iv) the Partnership converted into the Company (a Delaware limitedliability company) pursuant to Section 17-219 of the Delaware Limited Partnership Act and changed its name to“TransMontaigne Partners LLC”, and all of our common units owned by TLP Finance were converted into limited liabilitycompany interests, (v) the non-economic interest in the Company owned by our general partner was automatically cancelledand ceased to exist and our general partner merged with and into the Company with the Company surviving, and (vi) theCompany became 100% owned by TLP Finance (the transactions described in the foregoing clauses (i) through (iv),collectively with the Merger, the “Take-Private Transaction”).As a result of the Take-Private Transaction, our common units ceased to be publicly traded, and our common unitsare no longer listed on the New York Stock Exchange (“NYSE”). Our currently outstanding 6.125% senior unsecured notesdue in 2026 remain outstanding, and we are voluntary filing with the Securities and Exchange Commission pursuant to thecovenants contained in those notes.(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. and its controlled subsidiaries. Investments where we do not have the ability to exercise control, but do have theability to exercise significant influence, are accounted for using the equity method of accounting. All inter‑companyaccounts and transactions have been eliminated in the preparation of the accompanying consolidated financial statements.Certain reclassifications of previously reported amounts have been made to conform to the current year presentation.58 Table of Contents TransMontaigne Partners LLC and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2018, 2017 and 2016 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: business combination estimates and assumptions, useful lives of our plant and equipment and accruedenvironmental obligations. Changes in these estimates and assumptions will occur as a result of the passage of time and theoccurrence of future events. Actual results could differ from these estimates.(c) Accounting for terminal and pipeline operationsEffective January 1, 2018, we adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue fromContracts with Customers (“ASC 606”), applying the modified retrospective transition method, which required us to applythe new standard to (i) all new revenue contracts entered into after January 1, 2018, and (ii) revenue contracts which were notcompleted as of January 1, 2018. ASC 606 replaces existing revenue recognition requirements in GAAP and requires entitiesto recognize revenue at an amount that reflects the consideration to which we expect to be entitled in exchange fortransferring goods or services to a customer. ASC 606 also requires certain disclosures regarding qualitative and quantitativeinformation regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts withcustomers. The adoption of ASC 606 did not result in a transition adjustment nor did it have an impact on the timing oramount of our revenue recognition (See Note 18 of Notes to consolidated financial statements).The adoption of ASC 606 did not result in changes to our accounting for trade accounts receivable (see Note 4 ofNotes to consolidated financial statements), contract assets or contract liabilities. We recognize contract assets in situationswhere revenue recognition under ASC 606 occurs prior to billing the customer based on our rights under the contract.Contract assets are transferred to accounts receivable when the rights become unconditional. At December 31, 2018, we didnot have any contract assets related to ASC 606.Contract liabilities primarily relate to consideration received from customers in advance of completing theperformance obligation. A performance obligation is a promise in a contract to transfer goods or services to the customer. Werecognize contract liabilities under these arrangements as revenue once all contingencies or potential performanceobligations have been satisfied by the (i) performance of services or (ii) expiration of the customer’s rights under the contract.Short-term contract liabilities include customer advances and deposits (see Note 10 of Notes to consolidated financialstatements). Long-term contract liabilities include deferred revenue related to ethanol blending fees and other projects (SeeNote 11 of Notes to consolidated financial statements).We generate revenue from terminaling services fees, pipeline transportation fees and management fees. Under ASC606, we recognize revenue over time or at a point in time, depending on the nature of the performance obligations containedin the respective contract with our customer. The contract transaction price is allocated to each performance obligation andrecognized as revenue when, or as, the performance obligation is satisfied. The majority of our revenue is recognizedpursuant to ASC guidance other than ASC 606. The following is an overview of our significant revenue streams, including adescription of the respective performance obligations and related method of revenue recognition. Terminaling services fees. Our terminaling services agreements are structured as either throughput agreements orstorage agreements. Our throughput agreements contain provisions that require our customers to make minimum payments,which are based on contractually established minimum volumes of throughput of the customer’s product at our facilities,over a stipulated period of time. Due to this minimum payment arrangement, we recognize a fixed amount of revenue fromthe customer over a certain period of time, even if the customer throughputs less than the minimum volume of product duringthat period. In addition, if a customer throughputs a volume of product exceeding the minimum volume, we would recognizeadditional revenue on this incremental volume. Our storage agreements require our customers to make minimum59 Table of Contents TransMontaigne Partners LLC and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2018, 2017 and 2016 payments based on the volume of storage capacity available to the customer under the agreement, which results in a fixedamount of recognized revenue. We refer to the fixed amount of revenue recognized pursuant to our terminaling servicesagreements as being “firm commitments.” The majority of our firm commitments under our terminaling services agreementsare accounted for in accordance with ASC 840, Leases (“ASC 840 revenue”). The remainder is recognized in accordance withASC 606 (“ASC 606 revenue”) where the minimum payment arrangement in each contract is a single performance obligationthat is primarily satisfied over time through the contract term. Revenue recognized in excess of firm commitments and revenue recognized based solely on the volume of productdistributed or injected are referred to as ancillary. The ancillary revenue associated with terminaling services includevolumes of product throughput that exceed the contractually established minimum volumes, injection fees based on thevolume of product injected with additive compounds, heating and mixing of stored products, product transfer, railcarhandling, butane blending, proceeds from the sale of product gains, wharfage and vapor recovery. The revenue generated bythese services is primarily considered optional purchases to acquire additional services or variable consideration that isrequired to be estimated under ASC 606 for any uncertainty that is not resolved in the period of the service. We account forthe majority of ancillary revenue at individual points in time when the services are delivered to the customer. Our ancillaryrevenue is recognized in accordance with ASC 606.Pipeline transportation fees. We earn pipeline transportation fees at our Diamondback pipeline either based on thevolume of product transported or under capacity reservation agreements. Revenue associated with the capacity reservation isrecognized ratably over the respective term, regardless of whether the capacity is actually utilized. We earn pipelinetransportation fees at our Razorback pipeline based on an allocation of the aggregate fees charged under the capacityagreement with our customer who has contracted for 100% of our Razorback system. Pipeline transportation revenue isaccounted for in accordance with ASC 840.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 and maintenancecosts. We manage and operate the Frontera joint venture and receive a management fee based on our costs incurred. Wemanage and operate rail sites at certain Southeast terminals on behalf of a major oil company and receive reimbursement foroperating and maintenance costs. We lease land under operating leases as the lessor or sublessor with third parties andaffiliates. We also managed and operated for an affiliate of PEMEX, Mexico’s state-owned petroleum company, a productspipeline connected to our Brownsville terminal facility and received a management fee through August 23, 2018.Management fee revenue is recognized at individual points in time as the services are performed or as the costs are incurredand is primarily accounted for in accordance with ASC 606. Management fees and reimbursed costs related to lease revenueare accounted for in accordance with ASC 840.(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 attributable60 Table of Contents TransMontaigne Partners LLC and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2018, 2017 and 2016 to that 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 estimated 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. We periodically file claims for insurance recoveries of certainenvironmental remediation costs with our insurance carriers under our comprehensive liability policies (see Note 5 of Notesto consolidated financial statements).We recognize our insurance recoveries as a credit to income in the period that we assess the likelihood of recoveryas being probable.In connection with our previous acquisitions of certain terminals, a wholly owned subsidiary of NGL EnergyPartners LP agreed to indemnify us against certain potential environmental claims, losses and expenses at those terminals.Pursuant to the acquisition agreements for each of the Florida (except Pensacola) and Midwest terminals, the Southeastterminals, the Brownsville and River terminals, and the Pensacola, Florida Terminal, a wholly owned subsidiary of NGLEnergy Partners LP is obligated to indemnify us against environmental claims, losses and expenses that were associated withthe ownership or operation of the terminals prior to our purchase. In each acquisition agreement, the maximumindemnification liability is subject to a specified time period for indemnification, cap on indemnification and satisfaction ofa deductible amount before indemnification, in each case subject to certain exceptions, limitations and conditions specifiedtherein. There are no indemnification obligations with respect to environmental claims made as a result of additions to ormodifications of environmental laws promulgated after certain specified dates. The environmental indemnificationobligations of to us remain in place and were not affected by the Take-Private Transaction. 61 Table of Contents TransMontaigne Partners LLC and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2018, 2017 and 2016 (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. GAAP requires that the fair value of a liability relatedto the retirement of long‑lived assets be recorded at the time a legal obligation is incurred. Once an asset retirementobligation is identified and a liability is recorded, a corresponding asset is recorded, which is depreciated over the remaininguseful life of the asset. After the initial measurement, the liability is adjusted to reflect changes in the asset retirementobligation. If and when it is determined that a legal obligation has been incurred, the fair value of any liability is determinedbased on estimates and assumptions related to retirement costs, future inflation rates and interest rates. Our long‑lived assetsconsist of above‑ground storage facilities and underground pipelines. We are unable to predict if and when these long‑livedassets will become completely obsolete and require dismantlement. We have not recorded an asset retirement obligation, orcorresponding asset, because the future dismantlement and removal dates of our long‑lived assets is indeterminable and theamount of any associated costs are believed to be insignificant. Changes in our assumptions and estimates may occur as aresult of the passage of time and the occurrence of future events.(i) Equity-based compensationGAAP requires us to measure the cost of services received in exchange for an award of equity instruments based onthe measurement‑date fair value of the award. That cost is recognized during the period services are provided in exchange forthe award (see Note 14 of Notes to consolidated financial statements).(j) Accounting for derivative instrumentsGAAP requires us to recognize all derivative instruments at fair value in the consolidated balance sheets as assets orliabilities (see Notes 5 and 9 of Notes to consolidated financial statements). Changes in the fair value of our derivativeinstruments are recognized in earnings.At December 31, 2018 and 2017, our derivative instruments were limited to interest rate swap agreements with anaggregate notional amount of $50.0 million and $125.0 million, respectively. The remaining derivative instrumentoutstanding at December 31, 2018 expired March 11, 2019. Pursuant to the terms of the interest rate swap agreements, wepaid a blended fixed rate of approximately 0.97% and 1.01% for the years ended December 31, 2018 and 2017, respectively,and received interest payments based on the one-month LIBOR. The net difference to be paid or received under the interestrate swap agreements is settled monthly and is recognized as an adjustment to interest expense. The fair value of our interestrate swap agreements are determined using a pricing model based on the LIBOR swap rate and other observable market data.(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 of62 Table of Contents TransMontaigne Partners LLC and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2018, 2017 and 2016 adjustments for the general partner’s share of undistributed earnings, and the incentive distribution rights. Undistributedearnings are the difference between the earnings and the distributions attributable to the period. Undistributed earnings areallocated to the limited partners and general partner interest based on their respective sharing of earnings or losses specifiedin the partnership agreement, which is based on their ownership percentages of 98% and 2%, respectively. The incentivedistribution rights are not allocated a portion of the undistributed earnings given they are not entitled to distributions otherthan from available cash. Further, the incentive distribution rights do not share in losses under our partnership agreement.Basic net earnings per limited partner unit is computed by dividing net earnings allocable to the limited partners by theweighted average number of limited partner units outstanding during the period. Diluted net earnings per limited partner unitis computed by dividing net earnings allocable to the limited partners by the weighted average number of limited partnerunits outstanding during the period 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 earningsand comprehensive income in either one continuous financial statement, or two consecutive financial statements. As thePartnership has no components of comprehensive income other than net earnings, no statement of comprehensive income hasbeen presented.(n) Recent accounting pronouncementsEffective January 1, 2018 we adopted ASU 2016-15, Statement of Cash Flows: Classification of Certain CashReceipts and Cash Payments. This ASU requires changes in the presentation of certain items, including but not limited todebt prepayment or debt extinguishment costs; contingent consideration payments made after a business combination;proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policiesand distributions received from equity method investees. The adoption of this ASU did not have a material impact on ourconsolidated financial statements. In February 2016, the Financial Accounting Standards Board (”FASB”) issued ASU 2016-02, Leases’ followed by aseries of related accounting standard updates (collectively referred to as “Topic 842”). Topic 842 establishes a newaccounting model for leases. The most significant changes include the clarification of the definition of a lease, therequirement for lessees to recognize for all leases a right-of-use asset and a lease liability in the consolidated balance sheet,and additional quantitative and qualitative disclosures which are designed to give financial statement users information onthe amount, timing, and uncertainty of cash flows arising from leases. Expenses are recognized in the consolidated statementof operations in a manner similar to current accounting guidance. Lessor accounting under the new standard is substantiallyunchanged compared to current accounting guidance. The new standard will become effective for us beginning with the firstquarter 2019. We adopted the accounting standard using a prospective transition approach, which applies the provisions ofthe new guidance at the effective date without adjusting the comparative periods presented. We have elected the package ofpractical expedients permitted under the transition guidance within the new standard, which allows us to 1) carry forward thehistorical accounting relating to lease identification and classification for existing leases upon adoption, 2) carryforward theexisting lease classification, and 3) not reassess initial direct costs associated with existing leases. We have made anaccounting policy election to keep leases with an initial term of 12 months or less off of the consolidated balance sheet. Weare finalizing our evaluation of the impacts that the adoption of this accounting guidance will have on the consolidatedfinancial statements, and we expect most existing operating lease commitments will be recognized as operating leases andright-of-use assets upon adoption. Based on our ongoing assessment, we expect approximately $35 million of right-of-useassets and lease liabilities will be recognized in our consolidated balance sheet upon adoption. 63 Table of Contents TransMontaigne Partners LLC and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2018, 2017 and 2016 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. Effective January 1, 2018 we adopted ASU 2016-15, Statement of Cash Flows: Classification of Certain CashReceipts and Cash Payments. This ASU requires changes in the presentation of certain items, including but not limited todebt prepayment or debt extinguishment costs; contingent consideration payments made after a business combination;proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policiesand distributions received from equity method investees. The adoption of this ASU did not have a material impact on ourconsolidated financial statements. (2) TRANSACTIONS WITH AFFILIATESOmnibus agreement. Since the inception of the Partnership in 2005 we have been party to an omnibus agreementwith the owner of our general partner, which agreement has been amended and restated from time to time. The omnibusagreement provides for the provision of various services for our benefit. The fees payable under the omnibus agreement arecomprised of (i) the reimbursement of the direct operating costs and expenses, such as salaries and benefits of operationalpersonnel performing services on site at our terminals and pipelines, which we refer to as on-site employees, (ii) bonus awardsto key employees of TLP Management Services who perform services for the Partnership and (iii) the administrative fee forthe provision of various general and administrative services for the Company’s benefit such as legal, accounting, treasury,insurance administration and claims processing, information technology, human resources, credit, payroll, taxes and othercorporate services, to the extent such services are not outsourced by the Company. The administrative fee is recognized as acomponent of general and administrative expenses and for the years ended December 31, 2018, 2017 and 2016, theadministrative fee paid by the Partnership was approximately $10.3 million, $12.8 million and $11.4 million, respectively.In connection with our Collins Phase II expansion project, the expansion of our Brownsville terminal and pipelineoperations and the December 2017 acquisition of the West Coast terminals, on May 7, 2018, the Partnership, with theconcurrence of the conflicts committee of our general partner, agreed to an annual increase in the aggregate fees payableunder the omnibus agreement of $3.6 million beginning May 13, 2018. To effectuate this $3.6 million annual increase, on May 7, 2018 the Company, with the concurrence of the conflictscommittee of our general partner, entered into the third amended and restated omnibus agreement to allow us to assume thecosts and expenses of employees of TLP Management Services performing engineering and environmental safety andoccupational health (ESOH) services for and on behalf of the Company and to receive an equal and offsetting decrease in theadministrative fee. These costs and expenses are expected to approximate $8.9 million in 2018. We expect that a significantportion of the assumed engineering costs will be capitalized under GAAP. Prior to the $3.6 million annual increase and the effective date of the third amended and restated omnibusagreement, the annual administrative fee was approximately $13.7 million and included the costs and expenses of theemployees of TLP Management Services performing engineering and ESOH services. Subsequent to the $3.6 million annualincrease and the effective date of the third amended and restated omnibus agreement, the annual administrative fee wasreduced to approximately $8.4 million and the Partnership bore the approximately $8.9 million costs and expenses of theemployees of TLP Management Services performing engineering and ESOH services for and on behalf of the Partnership.We adopted and entered into the fourth amended and restated omnibus agreement in connection with the Take-Private Transaction, primarily to address certain changes in our governance as a result thereof, including the removal of64 Table of Contents TransMontaigne Partners LLC and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2018, 2017 and 2016 our conflicts committee. The administrative fee under the fourth amended and restated omnibus agreement is subject to anincrease each calendar year tied to an increase in the consumer price index, if any, plus two percent. We do not directlyemploy any of the persons responsible for managing our business. Our officers and the employees who provide services tothe Company are employed by TLP Management Services, a wholly owned subsidiary of ArcLight. TLP ManagementServices provides payroll and maintains all employee benefits programs on our behalf pursuant to the omnibus agreement.Operations and reimbursement agreement—Frontera. We have a 50% ownership interest in the FronteraBrownsville LLC joint venture or (Frontera). We operate Frontera, in accordance with an operations and reimbursementagreement executed between us and Frontera, for a management fee that is based on our costs incurred. Our agreement withFrontera stipulates that we may resign as the operator at any time with the prior written consent of Frontera, or that we may beremoved as the operator for good cause, which includes material noncompliance with laws and material failure to adhere togood industry practice regarding health, safety or environmental matters. For the years ended December 31, 2018, 2017 and2016 we recognized approximately $5.8 million, $5.3 million and $5.0 million, respectively, of revenue related to thisoperations and reimbursement agreement. Terminaling services agreements—Brownsville terminals. We have terminaling services agreements with Fronterarelating to our Brownsville, Texas facility that will expire in June 2019 and June 2020, subject to automatic renewals unlessterminated by either party upon 90 days’ and 180 days’ prior notice, respectively. In exchange for its minimum throughputcommitments, we have agreed to provide Frontera with approximately 301,000 barrels of storage capacity. For the yearsended December 31, 2018, 2017 and 2016 we recognized approximately $2.5 million, $1.9 million and $0.5 million,respectively, of revenue related to this agreement. Terminaling services agreement—Gulf Coast terminals. Associated Asphalt Marketing, LLC is a wholly-ownedindirect subsidiary of ArcLight. Effective January 1, 2018, a third party customer assigned their terminaling servicesagreement relating to our Gulf Coast terminals to Associated Asphalt Marketing, LLC. The agreement will expire in April2021, subject to two, two-year automatic renewals unless terminated by either party upon 180 days’ prior notice. In exchangefor its minimum throughput commitment, we have agreed to provide Associated Asphalt Marketing, LLC with approximately750,000 barrels of storage capacity. For the years ended December 31, 2018, 2017 and 2016 we recognized approximately$8.5 million, $nil and $nil, respectively, of revenue related to this agreement with Associated Asphalt Marketing, LLC.65 Table of Contents TransMontaigne Partners LLC and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2018, 2017 and 2016 (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 5.3 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 for the Company as a whole are for comparative purposes only and may not beindicative of the results that would have occurred had this acquisition been completed on January 1, 2016 or the results thatwill be attained in the future (in thousands): Pro Forma 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 a subsidiary of NGL Energy Partners LP its Port Everglades, Florida hydrantsystem for a cash payment of $12.0 million. At the time of the acquisition NGL Energy Partners LP controlled out operationsthrough its ownership interest of our general partner. The hydrant system encompasses a system for fueling cruise ships. Theacquisition of the hydrant system 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. The difference between theconsideration we paid and the carryover basis of the net assets purchased has been reflected in the accompanyingconsolidated balance sheets and statement of equity as a decrease to the general partner’s interest. The accompanyingconsolidated financial statements include the assets, liabilities and results of operations of the hydrant system from January28, 2016. As this transaction is not considered material to our consolidated financial statements we did not recast prior periodconsolidated financial statements.66 Table of Contents TransMontaigne Partners LLC and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2018, 2017 and 2016 (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. Amountsincluded in trade accounts receivable that are accounted for as ASC 606 revenue in accordance with ASC 606 approximate$3.9 million at December 31, 2018. We maintain allowances for potentially uncollectible accounts receivable.Trade accounts receivable, net consists of the following (in thousands): December 31, December 31, 2018 2017 Trade accounts receivable $14,151 $11,128 Less allowance for doubtful accounts (109) (111) $14,042 $11,017 The following table presents a roll forward of our allowance for doubtful accounts (in thousands): Balance at Balance at beginning Charged to end of of period expenses Deductions period 2018 $111 $ — $(2) $109 2017 $119 $ — $(8) $111 2016 $475 $298 $(654) $119 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 operations: Year ended Year ended Year ended December 31, December 31, December 31, 2018 2017 2016 NGL Energy Partners LP 22% 26%23% RaceTrac Petroleum Inc. 11% 13%12% Castleton Commodities International LLC 10% 13% 14% 67 Table of Contents TransMontaigne Partners LLC and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2018, 2017 and 2016 (5) OTHER CURRENT ASSETSOther current assets are as follows (in thousands): December 31, December 31, 2018 2017 Amounts due from insurance companies $2,861 $1,981 Prepaid insurance 1,371 4,151 Additive detergent 1,218 1,715 Unrealized gain on derivative instrument 143 — Deposits and other assets 2,600 12,807 $8,193 $20,654 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, 2018 and 2017, wehave recognized amounts due from insurance companies of approximately $2.9 million and $2.0 million, respectively,representing our best estimate of our probable insurance recoveries. During the year ended December 31, 2018, we receivedreimbursements from insurance companies of approximately $0.7 million. During the year ended December 31, 2018, weincreased our estimate of probable future insurance recoveries by approximately $1.6 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. Concurrently we sold these assets to a third party for cash proceeds equal to our deposit amount of $10.2 million.(6) PROPERTY, PLANT AND EQUIPMENT, NETProperty, plant and equipment, net is as follows (in thousands): December 31, December 31, 2018 2017Land $83,451 $83,310Terminals, pipelines and equipment 918,503 885,429Furniture, fixtures and equipment 6,022 4,430Construction in progress 64,588 21,575 1,072,564 994,744Less accumulated depreciation (384,385) (339,691) $688,179 $655,053 68 Table of Contents TransMontaigne Partners LLC and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2018, 2017 and 2016 (7) GOODWILLGoodwill is as follows (in thousands): December 31, December 31, 2018 2017 Brownsville terminals $8,485 $8,485 West Coast terminals 943 943 $9,428 $9,428 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 19 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, 2018 and 2017 our Brownsville terminals and West Coast terminals contained goodwill. Ourestimate of the fair value of our Brownsville and West Coast terminals at December 31, 2018 substantially exceeded thecarrying amount. The purchase price and estimated assessment of the fair value of the assets acquired and liabilities assumedin our acquisition of the West Coast terminals was performed as of the acquisition date, December 15, 2017, as such theestimated fair value equaled its carrying amount. Accordingly, we did not recognize any goodwill impairment charges duringthe years ended December 31, 2018 and 2017, respectively. However, an increase in the assumed market participants’weighted average cost of capital, the loss of a significant customer, the disposition of significant assets, or an unforeseenincrease in the costs to operate and maintain the Brownsville and West Coast terminals, could result in the recognition of animpairment charge in the future.(8) INVESTMENTS IN UNCONSOLIDATED AFFILIATESAt December 31, 2018 and 2017, 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 1.7 million barrels of light petroleum product storage, as well as related ancillary facilities.The following table summarizes our investments in unconsolidated affiliates: Percentage of Carrying value ownership (in thousands) December 31, December 31, December 31, December 31, 2018 2017 2018 2017 BOSTCO 42.5% 42.5% $203,005 $209,373 Frontera 50% 50% 24,026 23,808 Total investments in unconsolidated affiliates $227,031 $233,181 69 Table of Contents TransMontaigne Partners LLC and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2018, 2017 and 2016 At December 31, 2018 and 2017, our investment in BOSTCO includes approximately $6.8 million and $7.0 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, 2018 2017 2016BOSTCO $5,767 $3,543 $6,933Frontera 3,085 3,528 3,096Total earnings from investments in unconsolidated affiliates $8,852 $7,071 $10,029 Additional capital investments in unconsolidated affiliates were as follows (in thousands): Year ended Year ended Year ended December 31, December 31, December 31, 2018 2017 2016BOSTCO $ — $145 $2,125Frontera 1,413 2,000 100Additional capital investments in unconsolidated affiliates $1,413 $2,145 $2,225Cash distributions received from unconsolidated affiliates were as follows (in thousands): Year ended Year ended Year ended December 31, December 31, December 31, 2018 2017 2016BOSTCO $12,135 $12,256 $14,331Frontera 4,280 4,872 3,530Cash distributions received from unconsolidated affiliates $16,415 $17,128 $17,861 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, 2018 2017 2018 2017Current assets $19,299 $24,976 $5,866 $5,649Long-term assets 455,984 469,348 45,115 44,292Current liabilities (12,471) (17,550) (2,845) (2,147)Long-term liabilities (1,259) — (84) (178)Net assets $461,553 $476,774 $48,052 $47,616 70 Table of Contents TransMontaigne Partners LLC and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2018, 2017 and 2016 Statements of income: BOSTCO Frontera Year ended Year ended December 31, December 31, 2018 2017 2016 2018 2017 2016 Revenue $66,288 $66,235 $66,863 $24,017 $22,193 $18,958 Expenses (51,993) (55,687) (48,149) (17,847) (15,137) (12,766) Net earnings $14,295 $10,548 $18,714 $6,170 $7,056 $6,192 (9) OTHER ASSETS, NETOther assets, net are as follows (in thousands): December 31, December 31, 2018 2017 Customer relationships, net of accumulated amortization of $4,887 and $2,294, respectively $44,543 $47,136 Revolving credit facility unamortized deferred issuance costs, net of accumulatedamortization of $7,656 and $5,984, respectively 5,515 6,778 Amounts due under long-term terminaling services agreements 422 460 Unrealized gain on derivative instruments — 576 Deposits and other assets 289 288 $50,769 $55,238 Customer relationships. Other assets, net include certain customer relationships at our West Coast terminals. Thesecustomer relationships are being amortized on a straight‑line basis over approximately twenty years. Expected futureamortization expense for the customer relationships as of December 31, 2018 is as follows (in thousands): Years ending December 31, 2019 2020 2021 2022 2023 Thereafter Amortization expense $2,350 $2,350 $2,350 $2,350 $2,350 $32,793 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, 2018 and 2017, 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 $0.4 million and $0.5 million, respectively.71 Table of Contents TransMontaigne Partners LLC and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2018, 2017 and 2016 (10) ACCRUED LIABILITIESAccrued liabilities are as follows (in thousands): December 31, December 31, 2018 2017 Customer advances and deposits $11,927 $10,265 Accrued property taxes 2,993 1,381 Accrued environmental obligations 1,556 1,855 Interest payable 7,814 982 Accrued expenses and other 4,631 2,943 $28,921 $17,426 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, 2018, approximately $0.8 million of the customer advances anddeposits balance is considered contract liabilities under ASC 606. Revenue recognized during the year ended December 31,2018 from amounts included in contract liabilities at the beginning of the period was approximately $0.5 million. AtDecember 31, 2018 and 2017, we have billed and collected from certain of our customers approximately $11.9 million and$10.3 million, respectively, in advance of the terminaling services being provided.Accrued environmental obligations. At December 31, 2018 and 2017, we have accrued environmental obligationsof approximately $1.6 million and $1.9 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.The following table presents a roll forward of our accrued environmental obligations (in thousands): Balance at Balance at beginning Increase end of of period Payments in estimate period 2018 $1,855 $(457) $158 $1,556 2017 $2,107 $(1,204) $952 $1,855 2016 $1,047 $(1,322) $2,382 $2,107 (11) OTHER LIABILITIESOther liabilities are as follows (in thousands): December 31, December 31, 2018 2017 Advance payments received under long-term terminaling servicesagreements $2,721 $1,599 Deferred revenue 1,922 2,034 $4,643 $3,633 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, 2018 and72 Table of Contents TransMontaigne Partners LLC and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2018, 2017 and 2016 2017, we have received advance minimum payments in excess of revenue recognized under these long‑term terminalingservices agreements resulting in a liability of approximately $2.7 million and $1.6 million, respectively. Deferred revenue. Pursuant to historical agreements with our customers, we agreed to undertake certain capitalprojects. Upon completion of the projects, our customers have paid us lump‑sum amounts that will be recognized as revenueon a straight‑line basis over the remaining term of the agreements. At December 31, 2018 and 2017, we have unamortizeddeferred revenue for completed projects of approximately $1.9 million and $2.0 million, respectively. During the years endedDecember 31, 2018, 2017 and 2016, we billed our customers approximately $1.7 million, $0.5 million and $0.5 million,respectively for completed projects. During the years ended December 31, 2018, 2017 and 2016, we recognized revenue on astraight‑line basis of approximately $1.8 million, $0.7 million and $0.5 million, respectively, for completed projects. AtDecember 31, 2018, approximately $0.2 million of the deferred revenue-ethanol blending fees and other projects balance isconsidered contract liabilities under ASC 606. Revenue recognized during the year ended December 31, 2018 from amountsincluded in contract liabilities under ASC 606 at the beginning of the period was approximately $0.2 million.(12) LONG‑TERM DEBTLong-term debt is as follows (in thousands): December 31, December 31, 2018 2017 Revolving credit facility due in 2022 $306,000 $593,200 6.125% senior notes due in 2026 300,000 — Senior notes unamortized deferred issuance costs, net of accumulated amortization of $704and $nil, respectively (7,378) — $598,622 $593,200 On February 12, 2018, the Partnership and TLP Finance Corp., our wholly owned subsidiary, completed the sale of$300 million of 6.125% senior notes, issued at par and due 2026. The senior notes were guaranteed on a senior unsecuredbasis by each of our 100% owned domestic subsidiaries that guarantee obligations under our revolving credit facility. Netproceeds, after $8.1 million of issuance costs, were used to repay indebtedness under our revolving credit facility.Our senior notes are guaranteed on a senior unsecured basis by each of our 100% owned subsidiaries that guaranteeobligations under our revolving credit facility. These subsidiary guarantees are full and unconditional and joint and several,and the subsidiaries that did not guarantee our senior notes are minor. TransMontaigne Partners L.P. does not haveindependent assets or operations unrelated to its investments in its consolidated subsidiaries. There are no significantrestrictions on our ability or the ability of any subsidiary guarantor to obtain funds from its subsidiaries by such means as adividend or loan.Our senior secured revolving credit facility, or our “revolving credit facility,” provides for a maximum borrowingline of credit equal to $850 million at December 31, 2018. 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 $175 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 2.75 to 1.0). We were in compliance with all financial covenants asof and during the years ended December 31,73 Table of Contents TransMontaigne Partners LLC and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2018, 2017 and 2016 2018 and 2017. The principal balance of loans and any accrued and unpaid interest as of December 31, 2018 are due andpayable in full on March 13, 2022, the maturity date for our revolving credit facility.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. For the years ended December 31, 2018,2017 and 2016, the weighted average interest rate on borrowings under our revolving credit facility was approximately 5.2%, 3.5% and 3.1%, respectively. At December 31, 2018 and 2017, our outstanding borrowings under our revolving creditfacility were $306 million and $593.2 million, respectively. At both December 31, 2018 and 2017, our outstanding letters ofcredit were $0.4 million.In February 2018, we and TLP Finance Corp., our 100% owned subsidiary, issued senior notes that were guaranteedon a senior unsecured basis by each of our 100% owned domestic subsidiaries that guarantee obligations under our revolvingcredit facility. TransMontaigne Partners LLC has no independent assets or operations unrelated to its investments in itsconsolidated subsidiaries. TLP Finance Corp. has no assets or operations. Our operations are conducted by subsidiaries ofTransMontaigne Partners LLC through our 100% owned operating company subsidiary, TransMontaigne OperatingCompany L.P. None of the assets of TransMontaigne Partners LLC or a guarantor represent restricted net assets pursuant tothe guidelines established by the SEC.(13) EQUITYThe number of units outstanding were as follows: General Common partner units equivalent units 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 Issuance of common units by our long-term incentive plan 6,972 — Issuance of common units pursuant to our savings and retention program 44,798 — Contribution of cash by TransMontaigne GP to maintain its 2% general partner interest — 1,056 Units outstanding at December 31, 2018 16,229,123 331,206 (14) EQUITY-BASED COMPENSATIONWe have a savings and retention program to compensate certain employees of TLP Management Services whoprovide services to the Company. Prior to the Take-Private Transaction, we also had a long‑term incentive plan tocompensate the independent directors of our general partner. Awards under the long-term incentive plan were settled in ourcommon units, and accordingly, we accounted for the awards as an equity award, or “restricted phantom units”. For awards tothe independent directors, equity‑based compensation expense was approximately $270,000, $270,000 and $722,000 forthe years ended December 31, 2018, 2017 and 2016, respectively.74 Table of Contents TransMontaigne Partners LLC and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2018, 2017 and 2016 Activity under the long-term incentive plan was as follows: Restricted NYSE phantom closing units price 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 — Grant on October 19, 2018 6,972 $38.73 Vesting on October 19, 2018 (6,972) $38.73 Restricted phantom units outstanding at December 31, 2018 — Savings and retention program. The purpose of the savings and retention program is to provide for the reward andretention of participants by providing them with awards that vest over future service periods. Awards under the program withrespect to individuals providing services to the Company generally become vested as to 50% of a participant’s annual awardas of the first day of the month that falls closest to the second anniversary of the grant date, and the remaining 50% as of thefirst day of the month that falls closest to the third anniversary of the grant date, subject to earlier vesting upon a participant’sattainment of the age and length of service thresholds, retirement, death or disability, involuntary termination without cause,or termination of a participant’s employment following a change in control of the Company, or TLP Management Services,as specified in the program; however, these terms may be subject to varying terms for future awards. The awards are increasedfor the value of any accrued growth based on underlying “investments” deemed made with respect to the awards. The awards(including any accrued growth relating thereto) are subject to forfeiture until the vesting date. The Take-Private Transactiondid not accelerate the vesting of any of the awards.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.Prior to the Take-Private Transaction, we had the ability to settle the awards in our common units, and accordingly,we accounted for the awards as an equity award, or “restricted phantom units”. Following the Take-Private Transaction, weplan to index the awards to other forms of “investments”, and have the intent and ability to settle the awards in cash, andaccordingly, we intend to account for the awards as liability awards.Given that we do not have any employees to provide corporate and support services and instead we contract for suchservices under the omnibus agreement, GAAP requires us to classify the savings and retention program awards as a non-employee award and measure the cost of services received based on the vesting‑date fair value of the award. That cost, or anestimate of that cost in the case of unvested awards, is recognized over the period during which services are provided inexchange for the award. As of December 31, 2018, there was approximately $1.5 million of total unrecognized compensationexpense related to unvested awards, which is expected to be recognized over the remaining weighted average period of 1.42years.75 Table of Contents TransMontaigne Partners LLC and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2018, 2017 and 2016 For the years ended December 31, 2018, 2017 and 2016, the expense associated with the savings and retentionprogram’s equity-based compensation was approximately $3.2 million, $2.7 million and $2.5 million, respectively.Activity related to our equity-based awards granted under the savings and retention program was as follows: Weighted Weighted average average Vested price Unvested price Restricted phantom units outstanding at December 31, 2017 91,877 $38.91 54,244 $38.81 Issuance of units (44,798) $37.75 — $ — Units withheld for settlement of withholding taxes (16,822) $37.59 — $ — Unit accrual for distributions paid 7,539 $38.04 5,374 $38.04 Vesting of units 20,248 $36.77 (20,248) $36.77 Grant of units 46,362 $35.23 33,097 $35.23 Forfeiture of units — $ — (1,259) $34.87 Restricted phantom units outstanding at December 31, 2018 104,406 $38.52 71,208 $38.25 Vested and expected to vest at December 31, 2018 175,614 $38.41 (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, 2018 2017 2016Net earnings $39,475 $48,493 $44,106Less: Distributions payable on behalf of incentive distribution rights (15,189) (11,974) (8,630)Distributions payable on behalf of general partner interest (1,056) (986) (916)Earnings allocable to general partner interest less than distributions payable togeneral partner interest 570 255 206Earnings allocable to general partner interest including incentive distributionrights (15,675) (12,705) (9,340)Net earnings allocable to limited partners per the consolidated statements ofoperations $23,800 $35,788 $34,766Basic weighted average units 16,316 16,258 16,210Diluted weighted average units 16,360 16,284 16,229Net earnings per limited partner unit—basic $1.46 $2.20 $2.14Net earnings per limited partner unit—diluted $1.45 $2.20 $2.14 76 Table of Contents TransMontaigne Partners LLC and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2018, 2017 and 2016 Pursuant to our partnership agreement we were 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: DistributionJanuary 1, 2016 through March 31, 2016 $0.680April 1, 2016 through June 30, 2016 $0.690July 1, 2016 through September 30, 2016 $0.700October 1, 2016 through December 31, 2016 $0.710January 1, 2017 through March 31, 2017 $0.725April 1, 2017 through June 30, 2017 $0.740July 1, 2017 through September 30, 2017 $0.755October 1, 2017 through December 31, 2017 $0.770January 1, 2018 through March 31, 2018 $0.785April 1, 2018 through June 30, 2018 $0.795July 1, 2018 through September 30, 2018 $0.805October 1, 2018 through December 31, 2018 $0.805 (16) COMMITMENTS AND CONTINGENCIESContract commitments. At December 31, 2018, we have contractual commitments of approximately $35.0 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, 2019.Operating leases. We lease property and equipment under non‑cancelable operating leases that extend throughAugust 2030. At December 31, 2018, future minimum lease payments under these non‑cancelable operating leases are asfollows (in thousands):Years ending December 31: 2019 $3,015 2020 3,374 2021 3,210 2022 2,315 2023 2,263 Thereafter 6,287 $20,464 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 $10.4 million in future periods.Rental expense under operating leases was approximately $2.0 million, $3.3 million and $3.4 million for the yearsended December 31, 2018, 2017 and 2016, 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. 77 Table of Contents TransMontaigne Partners LLC and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2018, 2017 and 2016 (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.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 swap agreements was determined using a pricingmodel based on the LIBOR swap rate and other observable market data. The fair value is categorized in Level 2 of the fairvalue 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 estimated fair value of our $300 million publicly traded senior notesat December 31, 2018 was approximately $268.5 million based on observable market trades. The fair value of our debt iscategorized in Level 2 of the fair value hierarchy.(18) REVENUE FROM CONTRACTS WITH CUSTOMERSThe majority of our terminaling services agreements contain minimum payment arrangements, resulting in a fixedamount of revenue recognized, which we refer to as “firm commitments” and are accounted for in accordance with ASC 840,Leases (“ASC 840 revenue”). The remainder is recognized in accordance with ASC 606, Revenue From Contracts WithCustomers (“ASC 606 revenue”).78 Table of Contents TransMontaigne Partners LLC and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2018, 2017 and 2016 The following table provides details of our revenue disaggregated by category of revenue (in thousands): Year ended December 31, 2018Terminaling services fees: Firm commitments (ASC 840 revenue) $158,055 Firm commitments (ASC 606 revenue) 13,719 Total firm commitments revenue 171,774 Ancillary revenue (ASC 606 revenue) 42,079 Ancillary revenue (ASC 840 revenue) 2,378 Total ancillary revenue 44,457Total terminaling services fees 216,231Pipeline transportation fees (ASC 840 revenue) 3,295Management fees and reimbursed costs (ASC 840 revenue) 223Management fees and reimbursed costs (ASC 606 revenue) 8,344Total management fees and reimbursed costs 8,567Total revenue $228,093 The following table includes our estimated future revenue associated with our firm commitments under terminalingservices fees which is expected to be recognized as ASC 606 revenue in the specified period related to our future performanceobligations as of the end of the reporting period (in thousands):Estimated Future ASC 606 Revenue by Segment Midwest Terminals and Gulf Coast Pipeline Brownsville River Southeast WestCoast Terminals System Terminals Terminals Terminals Terminals Total2019$4,006 $173 $ — $1,100 $ — $4,859 $10,138 2020 1,402 19 — 1,039 — 3,590 6,050 2021 1,145 — — 519 — 3,464 5,128 2022 811 — — — — 867 1,678 2023 — — — — — — — Thereafter — — — — — — — Total estimated future ASC 606 revenue$7,364 $192 $ — $2,658 $ — $12,780 $22,994 Our estimated future ASC 606 revenue, for purposes of the tabular presentation above, excludes estimates of futurerate changes due to changes in indices or contractually negotiated rate escalations and is generally limited to contracts thathave minimum payment arrangements. The balances disclosed include the full amount of our customer commitmentsaccounted for as ASC 606 revenue as of December 31, 2018 through the expiration of the related contracts. The balancesdisclosed exclude all performance obligations for which the original expected term is one year or less, the term of thecontract with the customer is open and cannot be estimated, the contract includes options for future purchases or theconsideration is variable.79 Table of Contents TransMontaigne Partners LLC and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2018, 2017 and 2016 Estimated future ASC 606 revenue in the table above excludes revenue arrangements accounted for in accordancewith ASC 840 in the amount of $141.7 million for 2019, $112.4 million for 2020, $83.5 million for 2021, $53.6 million for2022, $39.8 million for 2023 and $487.0 million thereafter.(19) 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 chief executive officer. Our chief executive officer reviews the financial performance of ourbusiness segments using disaggregated financial information about “net margins” for purposes of making operatingdecisions and assessing financial performance. “Net margins” is composed of revenue less direct operating costs andexpenses. Accordingly, we present “net margins” for each of our business segments: (i) Gulf Coast terminals, (ii) Midwestterminals and pipeline system, (iii) Brownsville terminals, (iv) River terminals, (v) Southeast terminals and (vi) West Coastterminals.80 Table of Contents TransMontaigne Partners LLC and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2018, 2017 and 2016 The financial performance of our business segments is as follows (in thousands): Year ended Year ended Year ended December 31, December 31, December 31, 2018 2017 2016 Gulf Coast Terminals: Terminaling services fees $64,338 $61,889 $54,619 Management fees and reimbursed costs 284 1,052 1,159 Other — — 932 Revenue 64,622 62,941 56,710 Direct operating costs and expenses (22,817) (22,829) (22,952) Net margins 41,805 40,112 33,758 Midwest Terminals and Pipeline System: Terminaling services fees 10,127 9,265 9,469 Pipeline transportation fees 1,772 1,732 1,732 Revenue 11,899 10,997 11,201 Direct operating costs and expenses (3,053) (2,859) (3,220) Net margins 8,846 8,138 7,981 Brownsville Terminals: Terminaling services fees 8,339 9,186 11,202 Pipeline transportation fees 1,523 3,987 5,057 Management fees and reimbursed costs 7,384 7,472 7,326 Other — — 1,900 Revenue 17,246 20,645 25,485 Direct operating costs and expenses (7,812) (10,447) (11,338) Net margins 9,434 10,198 14,147 River Terminals: Terminaling services fees 10,654 10,883 10,868 Management fees and reimbursed costs — 64 10 Other — — 1,700 Revenue 10,654 10,947 12,578 Direct operating costs and expenses (6,832) (6,624) (7,957) Net margins 3,822 4,323 4,621 Southeast Terminals: Terminaling services fees 82,821 75,122 58,410 Management fees and reimbursed costs 891 882 540 Revenue 83,712 76,004 58,950 Direct operating costs and expenses (26,836) (24,302) (22,948) Net margins 56,876 51,702 36,002 West Coast Terminals: Terminaling services fees 39,952 1,738 — Management fees and reimbursed costs 8 — — Revenue 39,960 1,738 — Direct operating costs and expenses (14,678) (639) — Net margins 25,282 1,099 — Total net margins 146,065 115,572 96,509 General and administrative expenses (21,615) (19,433) (14,100) Insurance expenses (4,976) (4,064) (4,081) Equity-based compensation expense (3,478) (2,999) (3,263) Depreciation and amortization (49,535) (35,960) (32,383) Loss on disposition of assets (901) — — Earnings from unconsolidated affiliates 8,852 7,071 10,029 Operating income 74,412 60,187 52,711 Other expenses (34,937) (11,694) (8,605) Net earnings $39,475 $48,493 $44,106 81 Table of Contents TransMontaigne Partners LLC and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2018, 2017 and 2016 Supplemental information about our business segments is summarized below (in thousands): Year ended December 31, 2018 Midwest Terminals and Gulf Coast Pipeline Brownsville River Southeast West Coast Terminals System Terminals Terminals Terminals Terminals Total Revenue: External customers $56,144 $11,899 $8,934 $10,654 $83,712 $39,960 $211,303 Frontera — — 8,312 — — — 8,312 Associated Asphalt, LLC 8,478 — — — — — 8,478 Revenue $64,622 $11,899 $17,246 $10,654 $83,712 $39,960 $228,093 Capital expenditures $5,357 $568 $15,673 $1,596 $35,070 $7,858 $66,122 Identifiable assets $119,517 $19,542 $59,095 $45,667 $244,149 $276,456 $764,426 Cash and cash equivalents 332 Investments in unconsolidated affiliates 227,031 Revolving credit facility unamortized deferred issuance costs, net 5,515 Other 2,072 Total assets $999,376 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 unconsolidated affiliates 233,181 Revolving credit facility unamortized deferred issuance costs, net 6,778 Other 7,363 Total assets $987,003 82 Table of Contents TransMontaigne Partners LLC and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2018, 2017 and 2016 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 in unconsolidated affiliates 241,093 Revolving credit facility unamortized deferred issuance costs, net 1,298 Other 5,819 Total assets $689,694 (20) FINANCIAL RESULTS BY QUARTER (UNAUDITED) Three months ended Year ended March 31, June 30, September 30, December 31, December 31, 2018 2018 2018 2018 2018 (in thousands except per unit amounts) Revenue $56,444 $55,344 $57,150 $59,155 $228,093 Direct operating costs and expenses (20,145) (19,275) (19,910) (22,698) (82,028) General and administrative expenses (4,981) (4,619) (4,957) (7,058) (21,615) Insurance expenses (1,246) (1,271) (1,227) (1,232) (4,976) Equity-based compensation expense (2,017) (441) (483) (537) (3,478) Depreciation and amortization (11,808) (13,160) (12,310) (12,257) (49,535) Loss on disposition of assets — — — (901) (901) Earnings from unconsolidated affiliates 2,889 2,444 1,862 1,657 8,852 Operating income 19,136 19,022 20,125 16,129 74,412 Interest expense (6,461) (8,273) (8,608) (8,558) (31,900) Amortization of deferred issuance costs (501) (1,289) (622) (625) (3,037) Net earnings $12,174 $9,460 $10,895 $6,946 $39,475 Net earnings per limited partner unit—basic $0.52 $0.34 $0.42 $0.18 $1.46 Net earnings per limited partner unit—diluted $0.52 $0.34 $0.42 $0.17 $1.45 83 Table of Contents TransMontaigne Partners LLC and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2018, 2017 and 2016 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 Interest expense (2,152) (2,525) (2,656) (3,140) (10,473) Amortization of deferred issuance costs (294) (271) (320) (336) (1,221) 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 (21) SUBSEQUENT EVENTSOn January 14, 2019, we announced a distribution of $0.805 per unit for the period from October 1, 2018 throughDecember 31, 2018, and we paid the distribution on February 8, 2019 to unitholders of record on January 31, 2019.On February 26, 2019, an affiliate of ArcLight completed its previously announced acquisition of all of thePartnership’s outstanding publicly traded common units not already held by ArcLight and its affiliates by way of our merger(the “Merger”) with a wholly owned subsidiary of TLP Finance Holdings, LLC (“TLP Finance”), an indirect controlledsubsidiary of Arclight. At the effective time of the Merger, each of the Partnership’s general partner units issued andoutstanding immediately prior to the acquisition effective time was converted into (i)(a) one Partnership common unit, and(i)(b) in aggregate, a non-economic general partner interest in the Partnership, (ii) each of the Partnership’s incentivedistribution rights issued and outstanding immediately prior to the acquisition effective time was converted into 100Partnership common units, (iii) our general partner distributed its common units in the Partnership (the “Transferred GPUnits”) to TLP Acquisition Holdings, LLC, a Delaware limited liability company (“TLP Holdings”), and TLP Holdingscontributed the Transferred GP Units to TLP Finance, (iv) the Partnership converted into the Company (a Delaware limitedliability company) pursuant to Section 17-219 of the Delaware Limited Partnership Act and changed its name to“TransMontaigne Partners LLC”, and all of our common units owned by TLP Finance were converted into limited liabilitycompany interests, (v) the non-economic interest in the Company owned by our general partner was automatically cancelledand ceased to exist and our general partner merged with and into the Company with the Company surviving, and (vi) theCompany became 100% owned by TLP Finance (the transactions described in the foregoing clauses (i) through (iv),collectively with the Merger, the “Take-Private Transaction”). As a result of the Take-Private Transaction, our common units ceased to be publicly traded, and our common unitsare no longer listed on the New York Stock Exchange (“NYSE”). Our currently outstanding 6.125% senior unsecured notesdue in 2026 remain outstanding, and the Company is voluntarily filing with the Securities and Exchange Commissionpursuant to the covenants contained in those notes.In connection with the Take-Private Transaction, the Company prepared and filed a post-effective amendment to itsForm S-3 registration statement in effect to deregister all securities unissued but issuable thereunder. The senior notes remainoutstanding and the Company is voluntarily filing pursuant to the covenants contained in the senior notes.84 Table of Contents TransMontaigne Partners LLC and subsidiariesNotes to Consolidated Financial Statements (continued)Years ended December 31, 2018, 2017 and 2016 Further, in connection with the Take-Private Transaction, (i) effective February 26, 2019, we entered into the fourthamended and restated omnibus agreement and amended our senior secured credit facility, to among other things, addressgovernance changes in connection with our being wholly owned by an indirect controlled subsidiary of ArcLight, and (ii) onFebruary 25, 2019, pursuant to the terms of the TLP Management Services savings and retention program, the planadministrator amended and restated the TLP Management Services savings and retention program, including to separate theprogram from the TLP Management Services 2016 long-term incentive plan and to remove common units of the partnershipas an investment or payment option under the plan. 85 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 our management, including our executive and principal financial officer(whom we refer to as the Certifying Officers), as appropriate to allow timely decisions regarding required disclosure. Themanagement of our sole equity-holder (TLP Finance Holdings, LLC) evaluated, with the participation of the Certifying Officers, theeffectiveness of our disclosure controls and procedures as of December 31, 2018, pursuant to Rule 13a‑15(b) under the ExchangeAct. Based upon that evaluation, the Certifying Officers concluded that, as of December 31, 2018, our disclosure controls andprocedures 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, 2018 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 sole equity-holder 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 sole equity-holder 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 soleequity-holder has concluded that our internal control over financial reporting was effective as of December 31, 2018. Theeffectiveness of our internal control over financial reporting as of December 31, 2018 has been audited by Deloitte & Touche LLP,an independent registered public accounting firm, as stated in their report which appears herein.March 15, 201986 Table of Contents Report of Independent Registered Public Accounting FirmTo the Management of TransMontaigne Partners LLCOpinion on Internal Control over Financial ReportingWe have audited the internal control over financial reporting of TransMontaigne Partners LLC (formerly TransMontaigne PartnersL.P.) and subsidiaries (the "Company") as of December 31, 2018, based on criteria established in Internal Control — IntegratedFramework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, theCompany maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based oncriteria established in Internal Control – 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) and in accordance with auditing standards generally accepted in the United States of America, the consolidated financialstatements as of and for the year ended December 31, 2018, of the Company and our report dated March 15, 2019, expressed anunqualified opinion on those consolidated financial statements.Basis for OpinionThe Company's management is responsible for maintaining effective internal control over financial reporting and for its assessmentof the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report onInternal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control overfinancial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to beindependent with respect to the Company 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 and in accordance with auditing standards generallyaccepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assuranceabout whether effective internal control over financial reporting was maintained in all material respects. Our audit includedobtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testingand evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such otherprocedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable 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 LLP Denver, ColoradoMarch 15, 201987 Table of Contents ITEM 9B. OTHER INFORMATIONNo information was required to be disclosed in a report on Form 8‑K, but not so reported, for the quarter endedDecember 31, 2018. Part III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCETLP Finance Holdings, LLC is our sole equity-holder and manages our operations and activities. Our company’s officersare employees of an affiliate of ArcLight, and we have no employees and all of our management and operational activities (notconducted by TLP Finance Holdings, LLC) are provided by TLP Management Services and such entity provides payroll andmaintains all employee benefits programs on behalf of our company. As we are managed by our sole equity- holder, TLP FinanceHoldings, LLC, we do not have a board of directors and the decisions of TLP Finance Holdings, LLC are not governed by anyspecific policies. TLP Finance Holdings, LLC may adopt certain policies governing its decision-making processes with respect toour management in the future.Corporate Governance Guidelines; Code of Business Conduct and EthicsTo address governance changes in connection with our being wholly owned by an indirect controlled subsidiary ofArcLight following the Take-Private Transaction, the Company adopted a Code of Ethics for Senior Financial Officers, whichincludes substantially similar terms to the policies in place for our general partner prior to the Take-Private Transaction. The Codeof Ethics for Senior Financial Officers applies to the senior financial officers of the Company, including the chief executive officer,the chief financial officer, the chief accounting officer, the chief operating officer and the president or persons performing similarfunctions.In addition, to address governance changes in connection with our being wholly owned by an indirect controlledsubsidiary of ArcLight following the Take Private Transaction, the Company adopted a Code of Business Conduct and Ethics,which applies to all employees providing services to the Company. Management of the Company and OfficersTLP Finance Holdings, LLC, our sole equity-holder, manages and oversees our operations. As part of its oversightfunction, TLP Finance Holdings, LLC monitors how management operates the Partnership. When granting authority tomanagement, approving strategies and receiving management reports, TLP Finance Holdings LLC considers, among other things,the risks and vulnerabilities we face.As of the date of this report, the Company does not have its own board of directors. In connection with the Take-PrivateTransaction, on February 26, 2019, TransMontaigne GP L.L.C., the general partner of the Partnership prior to its conversion to aDelaware limited liability company, merged with and into the Company, with the Company surviving. In addition, as a result of theTake-Private Transaction, and the adoption of our limited liability company agreement on February 26, 2019, management of theCompany was vested in TLP Finance Holdings, LLC. Accordingly, the board of directors of TransMontaigne GP L.L.C. wasdissolved, and each of our former independent directors, Jay A. Wiese, Steven A. Blank, and Barry E. Welch resigned from the boardof directors of TransMontaigne GP L.L.C. Each of Messrs. Wiese, Blank and Welch resigned without any claims for compensation(or otherwise), or any disagreements with any matter relating to the operations, internal controls, policies, or practices of thePartnership, the general partner, or the board of directors of the general partner, and the resignation of each was solely as a result ofthe Take-Private Transaction. In addition, as a result of the Take-Private Transaction and our management by TLP FinanceHoldings, LLC following the effective-time thereof, none of Daniel R. Revers, Kevin M. Crosby, Lucius H. Taylor, or Theodore D.Burke, each of whom previously sat on the board of directors of TransMontaigne GP L.L.C. and are employees of ArcLight,continue to serve in such capacity. 88 Table of Contents Executive OfficersThe following table sets forth the names, ages and titles of the executive officers of the Company, each of whom is anemployee of an ArcLight affiliate, as of March 15, 2019:Name Age PositionFrederick W. Boutin 63 Chief Executive OfficerJames F. Dugan 61 Executive Vice President and Chief Operating OfficerRobert T. Fuller 49 Executive Vice President, Chief Financial Officer and TreasurerMichael A. Hammell 48 Executive Vice President, General Counsel and SecretaryMark S. Huff 60 President Frederick W. Boutin has served as Chief Executive Officer of the Company, and prior to the Take-Private Transaction, ourgeneral partner and its subsidiaries since November of 2014. Prior to then he served as Executive Vice President and Chief FinancialOfficer beginning in January 2008. Mr. Boutin also managed business development and commercial contracting activities fromDecember 2007 to July 2010 and from August 2013 to January 2015. Prior to February 1, 2016, Mr. Boutin also served in variousother capacities at our general partner and its subsidiaries, and TransMontaigne and its predecessors, since 1995. Prior to hisaffiliation with TransMontaigne, Mr. Boutin was a Vice President at Associated Natural Gas Corporation, and its successor DukeEnergy Field Services, and a certified public accountant with Peat Marwick. Mr. Boutin holds a B.S. in Electrical Engineering andan M.S. in Accounting from Colorado State University.James F. Dugan has served as Executive Vice President and Chief Operating Officer of the Company, and prior to theTake-Private Transaction, our general partner and its subsidiaries since August 30, 2017. Mr. Dugan previously served as ExecutiveVice President, Engineering and Operations of our general partner and its subsidiaries from June 30, 2017 to August 30, 2017 andserved as the Senior Vice President, Engineering and Operations of our general partner and its subsidiaries from January 2008 toJune 30, 2017. Mr. Dugan joined TransMontaigne Inc. as Engineering Manager in 1998. He has over 16 years of experience insenior leadership positions overseeing domestic and international petroleum marine terminals, pipelines and engineering divisions.Mr. Dugan began his career as a Project Engineer for Gulf Interstate Energy in 1983 and in 1993 he joined Louis Dreyfus Energy asa Project Engineer. He has served on the Board of Directors for the International Liquid Terminals Association (ILTA) since 2011,and he holds certification through the American Petroleum Institute.Robert T. Fuller has served as Executive Vice President, Chief Financial Officer and Treasurer of the Company, and priorto the Take-Private Transaction, our general partner and its subsidiaries since November of 2014. Prior to November of 2014, Mr.Fuller served as Vice President and Chief Accounting Officer of our general partner and its subsidiaries since January 2011 and asits Assistant Treasurer since February 2012. Prior to his affiliation with TransMontaigne, Mr. Fuller spent 13 years as a certifiedpublic accountant with KPMG LLP. Mr. Fuller has a B.A. in Political Science from Fort Lewis College and a M.S. in Accountingfrom the University of Colorado. Mr. Fuller is licensed as a certified public accountant in Colorado and New York.Michael A. Hammell has served as Executive Vice President, General Counsel and Secretary of the Company, and prior tothe Take-Private Transaction, our general partner and its subsidiaries since October 2012. Mr. Hammell served as the Senior VicePresident, Assistant General Counsel and Secretary of each of our general partner and the TransMontaigne entities from July 2011to October 2012; as Vice President, Assistant General Counsel and Secretary from January 2011 to July 2011; as Vice President,Assistant General Counsel and Assistant Secretary from November 2007 until January 2011 and as Assistant General Counsel fromApril 2007 to November 2007. Prior to joining TransMontaigne, Mr. Hammell practiced at the law firm of Hogan & Hartson LLP(now Hogan Lovells). Mr. Hammell received a B.S. in Business Administration from the University of Colorado at Boulder and aJ.D. from Northwestern University School of Law.Mark S. Huff has served as President of the Company, and prior to the Take-Private Transaction, our general partner and itssubsidiaries since August 2017. Mr. Huff served as Executive Vice President, Commercial Operations of our general partner and itssubsidiaries from September 2016 to August 2017 and prior thereto as Senior Vice President, Commercial Operations sincereturning to the Partnership in January 2015. Prior thereto he served as Director of Business Development with Colonial Pipelinefrom November 2012 to January 2015 and as Managing Director of Vecenergy from 2008 to 2012. Mr. Huff was previouslyemployed with a former affiliate of the Partnership from 1996 to 2007 where he was responsible at various times for the businessdevelopment and product marketing activities of TransMontaigne Partners and its affiliates. Mr. Huff holds a B.S. in NauticalScience from the United States Merchant Marine Academy at Kings Point, NY. 89 Table of Contents Section 16(a) Beneficial Ownership Reporting ComplianceSection 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 been established, and weare required to report herein any failure to file reports by those due dates. Reporting Persons are also required by SEC regulations tofurnish 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, 2018, all Section 16(a) filing requirements applicable to suchReporting Persons were satisfied. Following the Take-Private Transaction, we do not expect to be required to file future Section16(a) filings at this time.Committees of the Board of Directors and Management following the Take-Private Transaction Prior to the Take-Private Transaction, the board of directors of our general partner had three standing committees: anaudit committee, a conflicts committee and a compensation committee. Following the Take-Private Transaction, we no longer havea board of directors and are instead managed by our sole equity-holder. The Company is not required to have, and does not have, aseparately designated standing audit committee composed of independent directors, as its securities are not listed on a nationalsecurities exchange that requires such independence. The Company has determined that it is not necessary to designate, and has notdesignated, an “audit committee financial expert” as it is privately held and solely a voluntary filer with the Securities andExchange Commission following the Take-Private Transaction as required by the covenants contained in the Company’soutstanding senior notes. As we do not have a board of directors, there are no applicable board nomination procedures to report. 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 ArcLight.Pursuant to our omnibus agreement with ArcLight, all of our officers and the employees who provide services to us are employedby TLP Management Services, a wholly owned subsidiary of ArcLight. TLP Management Services provides payroll and maintainsall employee benefits programs on our behalf.We do not incur any direct compensation charge for our executive officers. Instead, pursuant to our omnibus agreementwith ArcLight, we pay ArcLight an annual administrative fee that is intended to compensate ArcLight for providing, through TLPManagement Services, certain corporate staff and support services to us, including services provided to us by the executive officers.During the year ended December 31, 2018, we paid ArcLight an administrative fee of approximately $10.3 million. Theadministrative fee is a lump‑sum payment and does not reflect specific amounts attributable to the compensation of our executiveofficers. In addition, under the omnibus agreement, and prior to ArcLight acquiring our general partner on February 1, 2016, weagreed to reimburse a TransMontaigne affiliate for a portion of the incentive bonus awards made to key employees under theTransMontaigne Services LLC savings and retention plan. The value of our incentive bonus award reimbursement for a single grantyear may be no less than $1.5 million. Effective April 13, 2015 and beginning with the 2015 incentive bonus award, and endingwith the Take-Private Transaction, we had the option to provide the reimbursement in either a cash payment or the delivery of ourcommon units, with the reimbursement made in accordance with the underlying vesting and payment schedule of the savings andretention program. For the 2018 incentive bonus awards, the expense associated with the reimbursement was approximately $3.2million. Following the Take-Private Transaction, the Company will no longer pay any portion of its incentive bonuses in equity ofthe Company. Prior to the Take-Private Transaction, the board of directors and the compensation committee of our general partnerperformed only a limited advisory role in setting the compensation of the executive officers of our general partner, which for 2018was determined by the compensation committee of TLP Management Services. The compensation committee of our general partner,however, determined the amount, timing and terms of all equity awards granted to our independent directors. 90 Table of Contents The primary elements of the executive compensation program for 2018 were a combination of annual cash and long‑termequity‑based compensation. During 2018, 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.The elements of TLP Management Services’ compensation program for 2018, along with other rewards (for example,benefits, work environment, career development), were intended to provide a total rewards package designed to support thebusiness strategies of the Company and our partnership. During 2018, the Company did not use any elements of compensationbased on specific performance‑based criteria and did not have any other specific performance‑based objectives. Although the boardof directors and the compensation committee of our general partner performed only a limited advisory role in setting thecompensation of the executive officers of our general partner, we are not aware of any compensation elements of TransMontaigne 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. Following the Take-Private Transaction,no portion of bonus awards will be deemed invested in equity of the Company, but the Company will continue to provide certaindeferred bonuses pursuant to the terms of the TLP Management Services LLC amended and restated savings and retention program. Employment and Other AgreementsWe have not entered into any employment agreements with any of our officers.Compensation Committee ReportThe compensation committee reviewed and discussed the Compensation Discussion and Analysis with management for2018. Following the Take-Private Transaction, we do not have a compensation committee.COMPENSATION OF DIRECTORSPrior to the Take-Private Transaction, employees of our general partner or its affiliates (including employees of ArcLightand its affiliates) who also served as directors of our general partner did not receive additional compensation. Pursuant to ourindependent director annual compensation program in place prior to the Take-Private Transaction, the independent directorsreceive annual compensation consisting of: (i) $60,000 annual cash retainer; paid quarterly in arrears, and (ii) common units valuedat $90,000 and issued pursuant to the TLP Management Services long-term incentive plan, which common units were immediatelyvested and were not subject to forfeiture. For each annual award of common units issued to the independent directors under the TLPManagement Services long-term incentive plan, the awards were made on the third Friday of October (or the next trading day if theNYSE is closed), based on the closing sales price during normal trading hours of the common units on the NYSE. In addition, eachdirector was reimbursed for out‑of‑pocket expenses in connection with attending meetings of the board of directors or committees.In addition, each of our independent directors received additional compensation in connection with their review, evaluation,regulation, and approval of the Take-Private Transaction, as duly approved by the board of directors of our general partner on July27, 2018. For their additional services, Messrs. Blank and Wiese received an additional $54,839, and Mr. Welch received anadditional $68,548 in 2018. No additional consideration was paid to the independent directors for service on any committee of theboard of directors of our general partner or for service as a committee chairperson unless approved by the board in advance for aspecific engagement or transaction. Each director prior to the Take-Private Transaction will be fully indemnified by us for actions associated with being adirector to the extent permitted under Delaware law. The following table provides information concerning the compensation of ourgeneral partner’s directors for 2018.91 Table of Contents Following the Take-Private Transaction, we are managed by our sole equity-holder, TLP Finance Holdings, LLC, and wedo not have a board of directors.Director Compensation Table for 2018 Fees earned or Stock All other paid in cash ($) 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 $114,839 $90,000 — $ 204,839 Barry E. Welch $128,548 $90,000 — $218,548 Jay A. Wiese $114,839 $90,000 — $204,839 (1)Because Messrs. Burke, Crosby, Revers and Taylor are employees of an affiliate of our general partner prior to the Take-PrivateTransaction, none of them received compensation for service as a director of our general partner. At December 31, 2018, noneof Messrs. Burke, Crosby, Revers and Taylor held any restricted phantom or other limited partner interests in the Partnership. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONDuring the year ended December 31, 2018, Messrs. Blank, Welch and Wiese each served on the compensation committeeof our general partner. During 2018, 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. Following the Take-Private Transaction, we no longer have acompensation committee.SAVINGS AND RETENTION PROGRAM On February 26, 2016, the board of directors approved the savings and retention program, which constituted a “program”under, and be subject to, the TLP Management Services long-term incentive plan in place prior to the Take-Private Transaction, foremployees who provide services with respect to our business. In accordance with the savings and retention program, TLPManagement Services LLC adopted an amended and restated savings and retention plan on February 25, 2019, which, among otheritems, accounted for the closing of the Take-Private Transaction. The purpose of the plan is to provide for the reward and retentionof certain key employees of TLP Management Services or its affiliates by providing them with awards that vest over future serviceperiods. Awards under the plan generally vested as to 50% of a participant’s annual award on the first day of the month containingthe second anniversary of the grant date and the remaining 50% on the first day of the month containing the third anniversary of thegrant date, subject to earlier vesting upon a participant’s attainment of certain age or length of service thresholds as specified in theplan. Awards are payable as to 50% of a participant’s annual award in the month containing the second anniversary of the grantdate, and the remaining 50% in the month containing the third anniversary of the grant date, subject to earlier payment upon theparticipant’s retirement after achieving the age or service thresholds, death or disability, involuntary termination without cause ortermination of a participant’s employment following a change in control, each as specified in the plan. The awards are increased forthe value of any accrued growth based on underlying “investments” deemed made with respect to the awards. The awards(including any accrued growth relating thereto) are subject to forfeiture until the vesting date. The Take-Private Transaction did notaccelerate the vesting of any of the awards.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.92 Table of Contents Under the fourth amended and restated omnibus agreement entered into on February 26, 2019, we have agreed to satisfythe incentive bonus awards made to key employees under the savings and retention program in cash (or, prior to our Take-PrivateTransaction, in the Partnership’s common units). Prior to amending and restating the plan and the Take-Private Transaction, theplan administrator allocated 100% of all 2018, 2017 and 2016 awards to the partnership’s common units fund. For the 2018incentive bonus awards, the expense associated with the reimbursement was approximately $3.2 million. Following the Take-Private Transaction, we plan to index our award obligations to other forms of investments. ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDUNITHOLDER MATTERSAs a result of the Take-Private Transaction, TLP Finance Holdings, LLC is the beneficial owner of 100 percent of ouroutstanding equity interests.EQUITY COMPENSATION PLAN INFORMATIONFollowing the Take-Private Transaction, the Company does not have an equity compensation plan. The following tablesummarizes information about our equity compensation plans as of December 31, 2018. 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 175,614 — 574,386 Equity compensation plans not approved by security holders — — — Total 175,614 — 574,386 (1)Includes: (i) a total of 32,010 phantom unit awards outstanding that were granted in 2016 under the savings and retentionprogram, which constitutes a “program” under, and is subject to, the TLP Management Services long-term incentive plan;(ii) a total of 59,899 phantom unit awards outstanding that were granted in 2017 under the savings and retention program;and (iii) a total of 83,705 phantom unit awards outstanding that were granted in 2018 under the savings and retentionprogram. The TLP Management Services long-term incentive plan reserves 750,000 common units to be granted as awardsunder the plan, including the savings and retention program, with such amount subject to adjustment as provided for underthe terms of the plan. ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCERELATIONSHIP AND AGREEMENTS WITH OUR AFFILIATESFollowing the Take-Private Transaction, TLP Finance Holdings, LLC, an indirect controlled subsidiary of ArcLight, hasacquired 100 percent of the equity interests in the Company, and the Company is no longer listed on the NYSE and our equity is nolonger publicly traded. Certain related party Agreements with ArcLight are set forth below.Omnibus Agreement. Since the inception of the Partnership in 2005 we have been party to an omnibus agreement withthe owner of our general partner, which agreement has been amended and restated from time to time. In connection with the closingof the Take-Private Transaction on February 26, 2019, we entered into the fourth amended and restated omnibus agreement, toamong other things, address governance changes in connection with us being wholly owned by an indirect controlled subsidiary ofArcLight. The omnibus agreement provides for the provision of various services for our benefit. The fees payable under theomnibus agreement to the owner of our general partner prior to the Take-Private Transaction, and ArcLight, following the TakePrivate Transaction, are comprised of (i) the reimbursement of the direct operating costs and expenses, such as salaries and benefitsof operational personnel performing services on site at our terminals and pipelines, which we refer to as on-site employees, (ii)bonus awards to key employees of TLP Management Services who perform services for the Partnership, which, prior to the Take-Private Transaction, were typically paid in the Partnership’s units and were subject to the approval by the compensation committeeand the conflicts committee of our general partner, and (iii) the administrative fee for the provision of various general andadministrative services for the Company’s benefit such as legal, accounting, treasury, insurance administration and claimsprocessing, information technology, human resources, credit, payroll,93 Table of Contents taxes and other corporate services, to the extent such services are not outsourced by the Company. The administrative fee isrecognized as a component of general and administrative expenses and for the years ended December 31, 2018, 2017 and 2016, theadministrative fee paid by the Partnership was approximately $10.3 million, $12.8 million and $11.4 million, respectively.In connection with our previously discussed Phase II buildout at our Collins terminal and the terms of the omnibusagreement, the expansion of our Brownsville terminal and pipeline operations and the December 2017 acquisition of the WestCoast terminals, on May 7, 2018, the Partnership, with the concurrence of the conflicts committee of our general partner, agreed toan annual increase in the aggregate fees payable to the owner of the general partner under the omnibus agreement of $3.6 millionbeginning May 13, 2018. To effectuate this $3.6 million annual increase in the aggregate fees payable to the owner of the general partner, on May 7,2018 the Partnership, with the concurrence of the conflicts committee of our general partner, entered into the third amended andrestated omnibus agreement by and among the Partnership, our general partner, TransMontaigne Operating GP L.L.C.,TransMontaigne Operating Company L.P., TLP Acquisition Holdings, LLC (FKA Gulf TLP Holdings, LLC), and TLP ManagementServices LLC. The effect of the change to the omnibus agreement is to allow the Partnership to assume the costs and expenses ofemployees of TLP Management Services performing engineering and environmental safety and occupational health (ESOH)services for and on behalf of the Partnership and to receive an equal and offsetting decrease in the administrative fee. These costsand expenses are expected to approximate $8.9 million in 2018. We expect that a significant portion of the assumed engineeringcosts will be capitalized under generally accepted accounting principles. Prior to the $3.6 million annual increase and the effective date of the third amended and restated omnibus agreement, theannual administrative fee was approximately $13.7 million and included the costs and expenses of the employees of TLPManagement Services performing engineering and ESOH services. Subsequent to the $3.6 million annual increase and the effectivedate of the third amended and restated omnibus agreement, the annual administrative fee was reduced to approximately $8.4million and the Partnership bore the approximately $8.9 million costs and expenses of the employees of TLP Management Servicesperforming engineering and ESOH services for and on behalf of the Partnership.We adopted and entered into the fourth amended and restated omnibus agreement in connection with the Take-PrivateTransaction, primarily to address certain changes in our governance as a result thereof, including the removal of our conflictscommittee. The administrative fee under the fourth amended and restated omnibus agreement is subject to an increase each calendaryear tied to an increase in the consumer price index, if any, plus two percent. If we acquire or construct additional facilities,ArcLight may propose a revised administrative fee covering the provision of services for such additional facilities.We do not directly employ any of the persons responsible for managing our business. Our officers and the employees whoprovide services to the Company are employed by TLP Management Services, a wholly owned subsidiary of ArcLight. TLPManagement Services provides payroll and maintains all employee benefits programs on our behalf pursuant to the omnibusagreement.DIRECTOR INDEPENDENCEWe are managed by our sole equity-holder, TLP Finance Holdings, LLC, and we do not have a board of directors.94 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: 2018 2017 Audit fees(1) $ 695,000 $688,000 Comfort letter and consents 80,000 150,000 Audit-related fees — — Tax fees — — All other fees — — Total accounting fees and services $775,000 $838,000 (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.95 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 RegisteredPublic Accounting Firm, as of December 31, 2018 and 2017 and for the Years Ended December 31, 2018, 2017 and 2016.96 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors ofBattleground Oil Specialty Terminal Company LLC: Opinion on the Financial Statements We have audited the accompanying balance sheets of Battleground Oil Specialty Terminal Company LLC (the “Company”) asof December 31, 2018 and 2017, and the related statements of income, of members’ equity, and of cash flows for each of thethree years in the period ended December 31, 2018, including the related notes (collectively referred to as the “financialstatements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of theCompany as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years inthe period ended December 31, 2018 in conformity with accounting principles generally accepted in the United States ofAmerica. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinionon the Company’s financial statements based on our audits. We are a public accounting firm registered with the PublicCompany Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to theCompany in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities andExchange Commission and the PCAOB. We conducted our audits of these financial statements in accordance with the auditing standards of the PCAOB and 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 of materialmisstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whetherdue to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a testbasis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating theaccounting principles used and significant estimates made by management, as well as evaluating the overall presentation ofthe financial statements. We believe that our audits provide a reasonable basis for our opinion. Significant Transactions with Related Parties 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 27, 2019 We have served as the Company's auditor since 2013.97 Table of Contents BATTLEGROUND OIL SPECIALTY TERMINAL COMPANY LLCSTATEMENTS OF INCOME(In Thousands) Year Ended December 31,201820172016Revenues$66,288$66,235$66,863Operating Costs and ExpensesOperations and maintenance13,36217,40710,331Operations and maintenance-affiliate10,68210,6459,774Depreciation and amortization18,68218,54318,401General and administrative-affiliate3,5063,1342,963General and administrative——731Taxes other than income taxes5,6955,6225,776Total Operating Costs and Expenses51,92755,35147,976Operating Income14,36110,88418,887Other Income19—1Income Before Taxes14,38010,88418,888Income Tax Expense85336174Net Income$14,295$10,548$18,714 The accompanying notes are an integral part of these financial statements. 98 Table of Contents BATTLEGROUND OIL SPECIALTY TERMINAL COMPANY LLCBALANCE SHEETS(In Thousands) December 31,20182017ASSETSCurrent assetsCash and cash equivalents$14,058$18,716Accounts receivable, net3,165672Inventories9071,663Other current assets1,1693,925Total current assets19,29924,976Property, plant and equipment, net455,984468,727Deferred charges and other assets—621Total Assets$475,283$494,324LIABILITIES AND MEMBERS' EQUITYCurrent liabilitiesAccounts payable$5,928$6,871Accrued taxes, other than income taxes5,5405,669Accrued dredging service costs—3,153Other current liabilities1,0031,857Total current liabilities12,47117,550Non-current liabilities Contract liabilities1,259— Total non-current liabilities1,259— Total liabilities13,73017,550Commitments and contingencies (Notes 2 and 6)Members' Equity461,553476,774Total Liabilities and Members' Equity$475,283$494,324 The accompanying notes are an integral part of these financial statements. 99 Table of Contents BATTLEGROUND OIL SPECIALTY TERMINAL COMPANY LLCSTATEMENTS OF CASH FLOWS(In Thousands) Year Ended December 31,201820172016Cash Flows From Operating ActivitiesNet income$14,295$10,548$18,714Adjustments to reconcile net income to net cash provided by operatingactivities:Depreciation and amortization18,68218,54318,401Other non-cash items52719050Changes in components of working capital:Accounts receivable(2,318)322138Inventories756(986)23Accounts payables(3,186)2,522(430)Accrued dredging service costs(3,153)——Other current assets2,756(421)117Other current liabilities276(684)(359)Other long-term assets and liabilities624(65)197Net Cash Provided by Operating Activities29,25929,96936,851Cash Flows From Investing ActivitiesCapital expenditures(4,404)(3,028)(4,633)Other3250—Net Cash Used in Investing Activities(4,401)(2,778)(4,633)Cash Flows From Financing ActivitiesContributions from Members—3425,000Distributions to Members(29,516)(29,885)(34,942)Net Cash Used in Financing Activities(29,516)(29,543)(29,942)Net (Decrease) Increase in Cash and Cash Equivalents(4,658)(2,352)2,276Cash and Cash Equivalents, beginning of period18,71621,06818,792Cash and Cash Equivalents, end of period$14,058$18,716$21,068Non-cash Investing ActivitiesNet increases in property, plant and equipment accruals$2,243 The accompanying notes are an integral part of these financial statements. 100 Table of Contents BATTLEGROUND OIL SPECIALTY TERMINAL COMPANY LLCSTATEMENTS OF MEMBERS' EQUITY(In Thousands) Class AunitholdersClass BunitholdersTotalunitholdersBalance at December 31, 2015$506,997$—$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, 2017476,774—476,774Net income13,33296314,295Contributions———Distributions(28,553)(963)(29,516)Balance at December 31, 2018$461,553$—$461,553 The accompanying notes are an integral part of these financial statements. 101 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 27, 2019, 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.Adoption of New Accounting Pronouncements On January 1, 2018, we adopted Accounting Standard Update (ASU) No. 2014-09, “Revenue from Contracts with Customers”and the series of related accounting standard updates that followed (collectively referred to as “Topic 606”). We utilized themodified retrospective method to adopt Topic 606, which required us to apply the new revenue standard to (i) all new revenuecontracts entered into after January 1, 2018 and (ii) revenue contracts which were not completed as of January 1, 2018. Inaccordance with this approach, our revenues for periods prior to January 1, 2018 were not revised. There was no cumulativeadjustment as of January 1, 2018 resulting from the adoption of Topic 606. For more information, see “—Revenue Recognition”below and Note 5.102 Table of Contents 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 differ significantly fromour estimates. Any effects on our business, financial position or results of operations resulting from revisions to these estimates arerecorded 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 and 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, 2018 and 2017, our allowance for doubtful accounts were $70,000 and $246,000,respectively. 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 expense costs for routine maintenance and repairs in the period incurred. 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 costs103 Table of Contents are depreciated 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, 2018 and 2017. 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, 2018, 2017 and 2016. Revenue Recognition Revenue from Contracts with Customers The unit of account in Topic 606 is a performance obligation, which is a promise in a contract to transfer to a customer either adistinct good or service (or bundle of goods or services) or a series of distinct goods or services provided over a period oftime. Topic 606 requires that a contract’s transaction price, which is the amount of consideration to which an entity expects to beentitled in exchange for transferring promised goods or services to a customer, is to be allocated to each performance obligation inthe contract based on relative standalone selling prices and recognized as revenue when (point in time) or as (over time) control ofthe goods or services transfers to the customer and the performance obligation is satisfied. Our customer services contracts primarily include terminaling service contracts, as described below. Generally, for the majorityof these contracts: (i) our promise is to transfer (or stand ready to transfer) a series of distinct integrated services over a period oftime, which is a single performance obligation; (ii) the transaction price includes fixed and/or variable consideration, which amountis determinable at contract inception and/or at each month end based on our right to invoice at month end for the value of servicesprovided to the customer that month; and (iii) the transaction price is recognized as revenue over the service period specified in thecontract (which can be a day, including each day in a series of promised daily services, a month, a year, or other time increment,including a deficiency makeup period) as the services are rendered using a time-based (passage of time) or units-based (units ofservice transferred) output method for measuring the transfer of control of the services and satisfaction of our performanceobligation over the service period, based on the nature of the promised service (e.g., firm or non-firm) and the terms and conditionsof the contract. Firm Services Firm services (also called uninterruptible services) are services that are promised to be available to the customer at all timesduring the period(s) covered by the contract, with limited exceptions. Our firm service contracts are typically structured with take-or-pay provisions. In these arrangements, the customer is obligated to pay for services associated with its take-or-pay104 Table of Contents obligation regardless of whether or not the customer chooses to utilize the service in that period. Because we make the servicecontinuously available over the service period, we recognize the take-or-pay amount as revenue ratably over such period based onthe passage of time. Non-Firm Services Non-firm services (also called interruptible services) are the opposite of firm services in that such services are provided to acustomer on an “as available” basis. Generally, we do not have an obligation to perform these services until we accept a customer’speriodic request for service. For the majority of our non-firm service contracts, the customer will pay only for the actual quantitiesof services it chooses to receive or use, and we typically recognize the transaction price as revenue as those units of service aretransferred to the customer in the specified service period (typically a daily or monthly period). Refer to Note 5 for further information. Revenue Recognition Policy prior to January 1, 2018 Prior to the implementation of Topic 606, we recognized storage revenues on firm contracted capacity ratably over the contractperiod regardless of the volume of petroleum products stored. We recorded revenues from throughput movements and ancillaryservices when performed and earned, subject to possible contractual minimums and maximums. Operations and Maintenance Operations and maintenance includes $3,789,000, $3,787,000, and $(370,000) of dredging service costs for the years endedDecember 31, 2018, 2017 and 2016, respectively. Actual dredging services costs are capitalized and included in “Other currentassets” and “Deferred charges and other assets” on our accompanying Balance Sheets. The capitalized dredging costs are amortizeduntil the next dredging operation (an approximate 12 to 24 month period). We use the straight-line method to amortize dredgingservice costs. 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 legality105 Table of Contents of the 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, 2018 and 2017. 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. Vandaven Johnson Personal Injury ClaimVandaven Johnson, an employee of Petro-Chem Services, filed a lawsuit in the 295th Judicial District for Harris County, Texasagainst BOSTCO and certain other defendants in which the plaintiff alleges that he incurred personal injuries in connection with anincident which is alleged to have occurred on April 12, 2017 while the plaintiff was walking down a temporary gangway onBOSTCO’s premises to a barge dock. Plaintiff alleges that the gangway was placed at an unreasonably steep angle, had aninadequate handrail, and that a vertical support or stanchion failed, causing his injuries. Plaintiff subsequently amended hiscomplaint to add the manufacturer and distributor of the gangway as defendants. Plaintiff alleges injuries to his neck and back andclaims to be permanently disabled. Plaintiff seeks damages of $3 million inclusive of alleged current and future medical expenses,pain and suffering, and lost wages. A jury trial is scheduled to occur on Sept 2, 2019. BOSTCO estimates plaintiff’s damages to beconsiderably less than those claimed in the lawsuit, and we anticipate a jury will place significant responsibility on both theplaintiff and other defendants at trial. We intend to continue to vigorously defend the lawsuit. Customer Dispute As of December 31, 2017, we had a liability of $1,642,000 for a dispute with a customer related to the commencement of ouroperations. In January 2018, in connection with the execution of an amendment to the original services agreement, the partiessettled this dispute. The resolution of the liability is a component of the transaction price for the amended services arrangement.Accordingly, we will recognize the amount as revenues over the 5 year term of the amended services agreement as we fulfill thecontractual performance obligations. 106 Table of Contents 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 inYears20182017Terminal and storage facilities10 - 40$440,233$437,977Buildings5 - 3012,95512,955Other support equipment1 - 3077,04776,846Accumulated depreciation and amortization(91,986)(73,395)438,249454,383Land13,16813,168Construction work in process4,5671,176Property, plant and equipment, net$455,984$468,727 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, 2018 and 2017 were 14,914,900. Class B units outstanding as of December 31, 2018and 2017 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. 107 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, 2018, 2017 and 2016 was approximately $1,657,000, $1,609,000and $1,574,000, 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 31,20182017Accounts receivable, net$18$443Prepayments(a)—102Accounts payable1,5601,830 ____________(a)Included in “Other current assets” on our accompanying Balance Sheets. The following table shows revenues from our affiliates (in thousands):Year Ended December 31,201820172016Revenues$802$665$4,751 Subsequent Event In February 2019, we made cash distributions to our Class A and B Members totaling $5,870,000. 5. Revenue Recognition Nature of Revenue We provide various types of liquid tank services. These services are generally comprised of inbound, storage and outboundhandling of customer products. Our liquids tank storage and handling service contracts that include a promised tank storage capacity provision and prepaidvolume throughput of the stored product. The handling services we provide generally include blending and mixing, throughputmovements, and ancillary services for residual fuel and diesel. In these firm service contracts, we have a stand-ready obligation toperform this contracted service each day over the life of the contract. The customer pays a transaction price typically in the form ofa fixed monthly charge and is obligated to pay whether or not it uses the storage capacity and throughput service (i.e., a take-or-paypayment obligation). These contracts generally include a per-unit rate for any quantities we handle at the request of the customer inexcess of the prepaid volume throughput amount and also typically include per-unit rates for additional, ancillary services that maybe periodically requested by the customer. Disaggregation of Revenues The following table present our revenues disaggregated by revenue source and type of revenue for each revenue source for theyear ended December 31, 2018 (in thousands):Year EndedDecember 31, 2018Revenues from contracts with customers Services Firm services(a)$55,436 Fee-based services10,737 Total services revenues66,173 Sales Product sales89 Total sales revenues89 Total revenues from contracts with customers66,262 Other revenues(b)26 Total revenues$66,288 _______(a)Includes non-cancellable firm service customer contracts with take-or-pay or minimum volume commitment elements, including those contractswhere both the price and quantity amount are fixed. Excludes service contracts with indexed-based pricing, which along with revenues from othercustomer service contracts are reported as Fee-based services.(b)Amounts recognized as revenue under guidance prescribed in Topics of the Accounting Standards Codification other than in Topic 606 andprimarily include leases. Contract Balances Contract assets and contract liabilities are the result of timing differences between revenue recognition, billings and cashcollections. We did not have any contract assets in 2018. Our contract liabilities are substantially related to (i) considerationreceived from customers in connection with the resolution of a customer dispute, see Note 2; and (ii) other items paid for in advanceby certain customers generally in our non-regulated businesses, which we subsequently recognize as revenue on a straight-line basisover the initial term of the related customer contracts,108 Table of Contents The following table presents the activity in our contract assets and liabilities (in thousands):December 31, 2018Contract LiabilitiesBalance at January 1, 2018$—Additions2,688Transfer to Revenues(963)Balance at December 31, 2018(a)$1,725 _______(a)Includes current balances of $466,000 reported within “Other current liabilities” in our accompanying Balance Sheets at December 31, 2018, andincludes non-current balances of $1,259,000 reported within “Contract liabilities” in our accompanying Balance Sheets at December 31, 2018. Revenue Allocated to Remaining Performance Obligations The following table presents our estimated revenue allocated to remaining performance obligations for contracted revenue thathas not yet been recognized, representing our “contractually committed” revenue as of December 31, 2018 that we will invoice ortransfer from contract liabilities and recognize in future periods (in thousands):YearEstimatedRevenue2019$34,364202019,350202118,097202218,007202316,833Thereafter4,946Total$111,597 Our contractually committed revenue, for purposes of the tabular presentation above, is generally limited to service orcommodity sale customer contracts which have fixed pricing and fixed volume terms and conditions, generally including contractswith take-or-pay or minimum volume commitment payment obligations. Our contractually committed revenue amounts generallyexclude, based on the following practical expedients that we elected to apply, remaining performance obligations for: (i) contractswith index-based pricing or variable volume attributes in which such variable consideration is allocated entirely to a whollyunsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct service that forms part of a series ofdistinct services; (ii) contracts with an original expected duration of one year or less; and (iii) contracts for which we recognizerevenue at the amount for which we have the right to invoice for services performed. Major Customers For the year ended December 31, 2018, revenues from our four largest non-affiliate customers were approximately $14,169,000,$12,881,000, $10,452,000, and $9,255,000, respectively, each of which exceeded 10% of our operating revenues. For the yearended 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. For the year endedDecember 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. 109 Table of Contents 6. Commitments We lease property and equipment under various operating leases. Future minimum annual rental commitments under ouroperating leases as of December 31, 2018, are as follows (in thousands):YearTotal2019$3672020377202138920224002023412Thereafter6,633Total$8,578 Rent expense on our lease obligations for the years ended December 31, 2018, 2017 and 2016 was approximately $364,000,$429,000 and $464,000, respectively, and is reflected in “Operations and maintenance” on our accompanying Statements ofIncome. 110 Table of Contents 7. Recent Accounting Pronouncements Topic 842 On February 25, 2016, the FASB issued ASU No. 2016-02, “Leases” followed by a series of related accounting standardupdates (collectively referred to as “Topic 842”). Topic 842 establishes a new lease accounting model for leases. The mostsignificant changes include the clarification of the definition of a lease, the requirement for lessees to recognize for all leasesa right-of-use asset and a lease liability in the balance sheet, and additional quantitative and qualitative disclosures whichare designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising fromleases. Expenses are recognized in the statement of income in a manner similar to current accounting guidance. Lessoraccounting under the new standard is substantially unchanged. The new standard will become effective for us beginning withthe first quarter 2019. We will adopt the accounting standard using a prospective transition approach, which applies theprovisions of the new guidance at the effective date without adjusting the comparative periods presented. We have electedthe package of practical expedients permitted under the transition guidance within the new standard, which among otherthings, allows us to carry forward the historical accounting relating to lease identification and classification for existingleases upon adoption. We have also elected the optional practical expedient permitted under the transition guidance withinthe new standard related to land easements that allows us to carry forward our historical accounting treatment for landeasements on existing agreements upon adoption. We have made an accounting policy election to keep leases with an initialterm of 12 months or less off of the balance sheet. We are finalizing our evaluation of the impacts that the adoption of thisaccounting guidance will have on the financial statements, and estimate approximately $5 million of additional assets andliabilities will be recognized on our future Balance Sheet upon adoption.111 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). 2.3 Agreement and Plan of Merger, dated as of November 25, 2018, by and among TLP Finance Holdings,LLC, TLP Acquisition Holdings, LLC, TLP Equity Holdings, LLC, TLP Merger Sub, LLC,TransMontaigne Partners L.P. and TransMontaigne GP L.L.C. (incorporated by reference to Exhibit 2.1 ofthe Current Report on Form 8-K filed by TransMontaigne Partners L.P. with the SEC on November 26,2018). 2.4 Agreement and Plan of Merger, dated as of February 26, 2019, by and between TransMontaigne PartnersLLC and TransMontaigne GP L.L.C. (incorporated by reference to Exhibit 1.1 of the Current Report onForm 8-K filed by TransMontaigne Partners LLC with the SEC on February 28, 2019). 3.1 Certificate of Formation of TransMontaigne Partners LLC, dated February 26, 2019 (incorporated byreference to Exhibit 3.3 of the Current Report on Form 8-K filed by TransMontaigne Partners LLC withthe SEC on February 28, 2019). 3.2 Limited Liability Company Agreement of TransMontaigne Partners LLC, dated February 26, 2019(incorporated by reference to Exhibit 3.4 of the Current Report on Form 8-K filed by TransMontaignePartners LLC with the SEC on February 28, 2019). 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). 112 Table of Contents ExhibitNumber Description 10.3 Fourth Amended and Restated Omnibus Agreement, dated as of February 26, 2019, by and amongTransMontaigne Partners LLC, TransMontaigne Operating GP L.L.C., TransMontaigne OperatingCompany L.P. and TLP Management Services LLC (incorporated by reference to Exhibit 10.2 of theCurrent Report on Form 8-K filed by TransMontaigne Partners LLC with the SEC on February 28, 2019). 10.4 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). 10.5 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. 10.6 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). 10.7 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). 10.8 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). 10.9 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). 10.10 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) 10.11 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. 113 Table of Contents ExhibitNumber Description 10.12 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 1934.10.13 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).10.14 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).10.15 Second Amendment to Third Amended and Restated Senior Secured Credit Facility, dated as of February26, 2019, 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 LLC with the SEC onFebruary 28, 2019). 10.16 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). 10.17 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). 10.18*+ TLP Management Services LLC Amended and Restated Savings and Retention Plan. 21.1* List of Subsidiaries of TransMontaigne Partners L.P. 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. 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, 2018, formatted in XBRL (eXtensibleBusiness Reporting Language): (i) consolidated balance sheets, (ii) consolidated statements of income,(iii) consolidated statements of 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. 114 Table of Contents SIGNATURESIn accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused thisreport to be signed on its behalf by the undersigned. TransMontaigne Partners LLC By:TLP FINANCE HOLDINGS, LLC, its Managing Member By:/s/ Frederick W. Boutin Date: March 15, 2019Pursuant 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 registrant so stated, on the date indicated.Name and Signature Title Date /s/ Frederick W. Boutin Chief Executive Officer March 15, 2019Frederick W. Boutin /s/ Robert T. Fuller Executive Vice President, ChiefFinancial Officer and Treasurer March 15, 2019Robert T. Fuller /s/ Lisa M. Kearney Vice President, Chief Accounting Officer March 15, 2019Lisa M. Kearney 115Exhibit 10.18 Execution TLP MANAGEMENT SERVICES LLCAMENDED AND RESTATED SAVINGS AND RETENTION PLAN TLP Management Services LLC, a Delaware limited liability company (the “Company”), hasestablished the TLP Management Services LLC Amended and Restated Savings and Retention Plan (the“Plan”). The plan was initially established on February 26, 2016 and is amended and restated pursuant tothe terms hereof, effective as of February 25, 2019 (the “Amendment Effective Date”); provided, however,that prior to the closing of the Merger (as defined below), outstanding awards granted prior to theAmendment Effective Date shall continue to be governed by the terms of the Plan as in effect prior to theAmendment Effective Date (the “Original Plan”). The purpose of the Plan is to provide for the reward and retention of certain key employees bymeans of compensation that vests over future service periods. The benefits provided under the Plan are inaddition to any right participating employees may have under other compensatory plans offered by theCompany and in which the employee is eligible to participate. The Plan was initially established under theTLP Management Services LLC 2016 Long-Term Incentive Plan (the “2016 Plan”); however, from andafter the closing date of the Merger, the Plan and awards granted under the Plan shall not be subject to theterms and conditions of the 2016 Plan (other than as specifically set forth with respect to certain provisionsin this Plan). ARTICLE 1 Definitions1.1 Administrator shall mean the Board, or the person or group of persons appointed by theBoard to administer the Plan pursuant to Article 5 of the Plan.1.2 Affiliate shall mean, with respect to any entity, any other entity that directly or indirectlythrough one or more intermediaries controls, is controlled by or is under common control with, the entity inquestion. As used herein, the term “control” means the possession, direct or indirect, of the power to director cause the direction of the management and policies of an entity, whether through ownership of votingsecurities, by contract or otherwise.1.3 Award Agreement shall mean any written award agreement, letter or other writtencommunication issued by the Company pursuant to which an award of Covered Compensation is grantedto a Participant.1.4 Beneficiary shall mean the person(s) or entity(ies) designated to receive payment of CoveredCompensation in the event of a Participant's death. A Participant's Beneficiary designation shall apply toall Covered Compensation Accounts of such Participant and shall be effective when it is submitted inwriting to and acknowledged by the Company during the Participant’s lifetime on the BeneficiaryDesignation form provided in Appendix B of the Plan. The submission of a properly completed newBeneficiary Designation form shall supersede and cancel all prior Beneficiary designations. If (a) aParticipant fails to designate a Beneficiary, (b)1 each person designated as a Beneficiary predeceases the Participant, (c) a Beneficiary disclaims all or aportion of such Participant’s Covered Compensation, (d) the Administrator cannot determine the identity ofa Beneficiary or locate a Beneficiary without effort or expense that the Administrator deems unreasonableor excessive, or (e) a dispute arises between Beneficiaries or those claiming to be Beneficiaries of aParticipant, then the Administrator shall direct the distribution of such benefits to the Participant’s estate.1.5 Board shall mean the board of managers of the Company or the managing member of theCompany, as applicable, or any successor governing body.1.6 Business Day shall mean each calendar day, excluding Saturdays, Sundays or otherholidays observed by the Company.1.7 Cause shall mean, unless otherwise expressly set forth in an Award Agreement, that theParticipant (a) is convicted of a felony involving theft, fraud, moral depravity or any other conduct that theBoard determines materially injures the Company's business or reputation, (b) willfully engages inmisfeasance or malfeasance demonstrated by a pattern of failure to perform job duties for the Companydiligently and professionally, which remains uncured for a period of thirty (30) days after Participant’sreceipt of written notice by the Company, (c) commits any negligent or willful act or omission whichcauses or constitutes the need for a material restatement of financial results; (d) commits a negligent orwillful material violation of any securities, commodities or banking law, any rules or regulations issuedpursuant to such laws, or rules and regulations of any securities or commodities exchange or association ofwhich the Company or any Affiliate is a member; or (e) materially violates the terms of any policy of theCompany or any Affiliates that has previously been communicated in writing to the Participant.1.8 Code shall mean the U.S. Internal Revenue Code of 1986, as amended from time to time.1.9 Company shall have the meaning ascribed thereto in the preamble.1.10 Covered Compensation shall mean the amount of compensation that the Administrator mayin its discretion award as of a particular Grant Date to certain employees of, or other individual serviceprovider to, the Company or any of its Affiliates under the terms of the Plan to reward and retain thoseemployees by means of Covered Compensation that vests over future service periods.1.11 Covered Compensation Account shall mean a notional account that tracks a Participant’sCovered Compensation with respect to a particular Grant Date, as adjusted by earnings, gains and losses ofthe Investment Funds in which such Covered Compensation is deemed to be invested in accordance withthe terms of the Plan, if applicable.1.12 Covered Compensation Award shall mean any award of Covered Compensation to aParticipant granted under this Plan.1.13 Disability shall mean at any time the Company or any of its Affiliates sponsors a long-termdisability plan for the Company’s employees, “disability” as defined in such long-term2 disability plan for the purpose of determining a participant’s eligibility for benefits, provided, however, ifthe long-term disability plan contains multiple definitions of disability, “Disability” shall refer to thatdefinition of disability which, if the Participant qualified for such disability benefits, would providecoverage for the longest period of time. The determination of whether a Participant has a Disability shallbe made by the person or persons required to make disability determinations under the long-term disabilityplan. At any time the Company does not sponsor a long-term disability plan for its employees, Disabilityshall mean a Participant’s inability to perform, with or without reasonable accommodation, the essentialfunctions of his or her position hereunder for a total of three (3) months during any six (6) month period asa result of incapacity due to mental or physical illness .1.14 Grant Date shall mean the date on which the Administrator grants Covered Compensationto an employee of, or service provider to, the Company or any of its Affiliates under the terms of the Plan.1.15 Investment Fund shall mean the investment funds designated on Appendix A or otherwiseidentified by the Administrator, provided, however, that, notwithstanding the terms of any AwardAgreement to the contrary, the Administrator shall have the right in its discretion to change the InvestmentFunds at any time.1.16 Merger shall mean the transactions contemplated by that certain Agreement and Plan ofMerger dated as of November 25, 2018 by and among TLP Finance Holdings, LLC, TLP AcquisitionHoldings, LLC, TLP Merger Sub, LLC, TransMontaigne Partners L.P., TransMontaigne GP L.L.C. andTLP Equity Holdings, LLC, as may be amended, modified or supplemented from time to time.1.17 Participant shall mean an employee of or other individual service provider to the Companyor one of its Affiliates, with respect to whom the Administrator has awarded Covered Compensation underthe Plan.1.18 Plan shall have the meaning ascribed thereto in the preamble.1.19 Proprietary Information shall mean, with respect to any Participant, any information thatmay have intrinsic value to the Company, the Company’s Affiliates, the Company’s customers or otherparties with which the Company has a relationship, or that may provide the Company with a competitiveadvantage, including, without limitation, any trade secrets, inventions (whether or not patentable); formulas;flow charts; computer programs, access codes or other systems information; algorithms, technology andbusiness processes; business, product, or marketing plans; sales and other forecasts; financial information;customer lists or other intellectual property; information relating to compensation and benefits; and publicinformation that becomes proprietary as a result of the Company’s compilation of that information for usein its business; provided that such Proprietary Information does not include any information which is, orhas become, publicly available other than as a result of the Participant’s action. Proprietary Informationmay be in any medium or form including, without limitation, physical documents, computer files or discs,videotapes, audiotapes, and oral communications.3 1.20 Retirement shall mean with respect to any Participant, the attainment of the earliest of (a)age sixty (60), (b) age fifty-five (55) and ten (10) years of service as an officer of the Company or anyAffiliate of the Company, or (c) age fifty (50) and twenty (20) years of service with the Company or anyAffiliate of the Company as an employee. A Participant’s status as an officer shall be determined as of theGrant Date of the relevant Covered Compensation Award hereunder. Years of service shall be determinedbased on the number of full years that the individual has served as an officer or employee of the Companyor any Affiliate of the Company, measured by anniversaries of the date that the individual commencedemployment with the Company or any Affiliate of the Company, as indicated on the Participant’spersonnel records, which shall include, without limitation, prior years of service with Coastal FuelsMarketing, Inc.; Radcliff/Economy Services, Inc.; Louis Dreyfus Energy Corp; El Paso CGP Company;and TransMontaigne Inc., and its subsidiaries.1.21 Termination of Employment shall mean a “separation from service” as that term is definedin Code Section 409A(a)(2)(A)(i) and Treas. Regs. Section 1.409A-1(h), and as amplified by any otherofficial guidance, with respect to a Participant’s employment or other service with the Company and itsAffiliates.1.22 Trading Day shall mean each day that the New York Stock Exchange Inc. or its successoris open for the trading of securities listed on such exchange.1.23 Unauthorized Comments shall mean comments made by a Participant, directly or indirectly,which contain or involve any negative, derogatory or disparaging comment, whether written, oral or inelectronic format, to any reporter, author, producer or similar person or entity or to any general publicmedia in any form (including, without limitation, books, articles or writings of any other kind, as well asfilm, videotape, audio tape, computer/Internet format or any other medium) that concerns, directly orindirectly, the Company or any Affiliate of the Company, its business or operations or any Affiliate’sbusiness or operations, or any of it or any Affiliate’s current or former agents, employees, officers ordirectors.ARTICLE 2Awards of Covered Compensation2.1 Awards. The Administrator may grant Covered Compensation Awards to Participantspursuant to and subject to the terms and conditions of the Plan. The recipients and amounts of anyCovered Compensation Awards shall be determined by the Administrator. The Administrator shalldetermine the terms and conditions of each Covered Compensation Award, and shall set forth such termsand conditions in an applicable Award Agreement, provided that any Awards granted prior to theAmendment Effective Date will be covered by the terms of this Plan, subject to vesting provisionsaddressed in Section 4.2, which will be covered by the Original Plan.ARTICLE 3 Deemed Investment of Covered Compensation3.1 Investments.4 (a) Unless otherwise expressly set forth in an Award Agreement, Awards of CoveredCompensation shall be eligible to accrue investment returns as provided in this Article3. The amount that is ultimately payable to the Participant with respect to CoveredCompensation shall be the amount notionally credited to such Participant’s vested CoveredCompensation Account as if such Covered Compensation Account had been invested insome or all of the Investment Funds. The Administrator shall have the authority, in its solediscretion, with or without notice, to add, change or eliminate one or more of the InvestmentFunds at any time by written action.(b) Subject to the discretion of the Administrator, it is generally anticipated that all or aportion of each grant of Covered Compensation to each Participant will be designated onthe applicable Grant Date as being deemed to be invested in one of more of the InvestmentFunds. To the extent that the Board or the Administrator does not designate a specificInvestment Fund with respect to all or any portion of a grant of Covered Compensation asof the applicable Grant Date (the “Undesignated Portion”), in accordance with anyadditional rules, procedures or options that the Administrator may establish, theAdministrator may permit each Participant to recommend that such Undesignated Portion bedeemed to be invested in any one or more of the Investment Funds by submitting to theCompany an Investment Direction in the form set forth at Appendix C within thirty (30)days after the applicable Grant Date, or such longer period as the Administrator may, in itsdiscretion, allow. If validly completed and timely received by the Company, suchInvestment Direction shall, if determined by the Company in its sole discretion to be put intoeffect, be effective as of the date of receipt by the Administrator, and shall remain in effectuntil such Covered Compensation vests and is paid or is forfeited in accordance with thePlan. To the extent that the Administrator has not received a validly completed InvestmentDirection with respect to any Undesignated Portion of a Participant’s CoveredCompensation Account or the Company determines in its sole discretion not to effectuatethe recommendation in a validly completed, timely received Investment Direction, it shalldeemed to be invested in such Investment Fund as may be selected by the Administratorfrom time to time.(c) Anything in the Plan to the contrary notwithstanding, and notwithstanding theelection by any Participant to designate the Investment Funds in which all or a portion ofsuch Participant’s Covered Compensation Account is deemed to be invested and thedeemed allocation of such Participant’s Covered Compensation Account among suchInvestment Funds, the Company is under no obligation to segregate or otherwise set asideany property or assets with respect to such Participant’s Covered Compensation Account.3.2 Investment Earnings or Losses. Any notional amounts credited to a Participant’s CoveredCompensation Account shall increase or decrease based on any increase or decrease in the value of theInvestment Fund in which such amounts are deemed to be invested in accordance with Section 3.1. In amanner consistent with the allocations described in Section5 3.1, the notional investment earnings or losses under this Section 3.2 shall be credited to a Participant’sCovered Compensation Account, as determined in good faith by the Administrator.3.3 Contribution of Notional Distributions. The Covered Compensation Account of eachParticipant shall be credited with notional dividends and other notional distributions at the same time, in thesame form, and in equivalent amounts as dividends and other distributions, if any, are payable from time totime with respect to the Investment Funds in which such Covered Compensation Account is deemed to beinvested. Any such notional dividends and other notional distributions shall be valued as of the date onwhich they are credited to a Participant’s Covered Compensation Account and reallocated to acquireadditional interests in the Investment Funds in which such Covered Compensation Account is deemed tobe invested. If such notional dividends and other notional distributions are credited in a form other thancommon stock, common units or cash, the Administrator will determine their value in good faith and maytreat such dividends and distributions as having been made in a like amount of cash.3.4 Valuation of Participant’s Covered Compensation Account. The value of a Participant’sCovered Compensation Account as of any time shall be determined based on the value of the underlyinginvestments, which comprise the Investment Fund, in which such Covered Compensation Account isdeemed to be invested as of such date. The value of each deemed underlying investment that is publiclytraded shall be determined based on the closing sales price for such investment as quoted or otherwisereported on the date of determination (or, if no closing sales price was reported on such date, on the lasttrading date such closing sales price was reported), as reported in The Wall Street Journal, or such othersource as the Administrator deems reliable.ARTICLE 4 Vesting and Payment of Covered Compensation4.1 Vesting of Covered Compensation Account. A Participant’s Covered CompensationAccount with respect to Covered Compensation awarded as of a particular Grant Date shall become vestedin accordance with the terms set forth in the applicable Award Agreement. Awards granted prior to theAmendment Effective Date shall become vested in accordance with the terms of the Original Plan,including applicable vesting acceleration provisions (and definitions with respect thereto, other than thedefinition for “Cause” which is updated herein).4.2 Payment of Covered Compensation Account. Unless otherwise set forth in an applicableAward Agreement, the vested portion of a Participant’s Covered Compensation Account will be paidwithin 60 days after the date it vests pursuant to the applicable Award Agreement, subject to any six-monthdelay of the payment required by Section 4.7 below. Awards granted prior to the Amendment EffectiveDate shall be paid in accordance with the terms of the Original Plan.4.3 Requirement to Sign Release. Notwithstanding any provision of the Plan or any AwardAgreement to the contrary, the Company’s obligation to make any payment to a Participant on account ofthe Participant’s Termination of Employment shall be subject (except6 in the case of death) to the Participant’s prior execution and delivery to the Company within fifty (50) daysfollowing such Participant’s Termination of Employment of a legal release substantially in the form ofAppendix D attached hereto, which release becomes effective and irrevocable in its entirety within the timeperiod specified in Appendix D.4.4 Form of Payment. The value of all or a portion of a Covered Compensation Account that ispayable under the Plan shall be determined, in the discretion of the Administrator, either as of the lastTrading Day of the month during which it vests or as of any earlier date as determined by the Administratoron or after the date on which it vests. A Participant’s vested Covered Compensation Account shall be paidin cash or in kind, at the sole discretion of the Administrator, including based on the Investment Fund(s) inwhich the Participant’s Covered Compensation Account is deemed invested under the terms of the Plan.4.5 Tax Withholding and Reporting. The Company shall have the right to withhold allapplicable taxes from any payment under the Plan, including any federal, state, local, and foreign income,employment or other taxes, and may require Participants to make arrangements to satisfy all applicablewithholding requirements prior to any payment being made hereunder.In addition, in its sole discretion, and pursuant to the provisions of Treasury Regulations Sections1.409A-3(i)(2)(i) and 1.409A-3(j)(4)(vi), the Administrator may permit acceleration of the time or scheduleof payment of any portion of a Participant's vested Covered Compensation Account solely to the extent asmay be necessary to pay (i) the Federal Insurance Contributions Act (“FICA”) taxes imposed underSection 3101, 3121(a) and 3121(v)(2) of the Code (as applicable) with respect to a Participant’s vestedCovered Compensation Account; (ii) the income tax at source on wages imposed under Section 3401 ofthe Code or the corresponding withholding provisions of applicable state, local, or non-U.S. tax laws as aresult of the payment of the FICA tax; and (iii) the additional income tax at source on wages attributable tothe pyramiding Section 3401 wages and taxes. Notwithstanding the foregoing, the total accelerateddistribution to a Participant under this Section 4.5 shall not exceed the aggregate amount of FICA taxesreferred to in subsection (i) above, plus the income tax withholding related to the distribution in the amountof such FICA taxes.4.6 Forfeiture of Covered Compensation Account(s).(a) With respect to any Covered Compensation Award, if the Participant has aTermination of Employment before the date an applicable portion of the Participant’sCovered Compensation Account(s) becomes vested as prescribed in the applicable AwardAgreement (and such Termination of Employment does not result in the vesting of theCovered Compensation Award), the Participant shall automatically forfeit all unvestedportions of his or her Covered Compensation Account(s) for no consideration.(b) With respect to any Covered Compensation Award, in addition to any otherrecovery the Company or any Affiliate of the Company may be entitled to as a matter oflaw or equity, a Participant shall automatically forfeit his or her Covered CompensationAccount(s) pertaining thereto, including any portions thereof which may previously havebecome vested and paid to a Participant7 pursuant to the Plan, for no consideration if the Plan Administrator shall determine that theParticipant, (I) while employed with, or while provided service to, the Company or anyAffiliate of the Company, (II) in the case of clauses (i), (ii), (iii), or (iv), below, at any timefollowing Participant’s Termination of Employment with the Company or any Affiliate ofthe Company, and (III) in the case of clauses (vi), (vii) or (viii) below, during the one (1)year period following Participant’s Termination of Employment with the Company or anyAffiliate of the Company:(i) has misused Proprietary Information, or has otherwise failed to comply withhis or her obligations with respect to the use of Proprietary Information in violationof Company policies pertaining thereto, including the Company’s Code of Conduct,as such policies may be amended from time to time;(ii) has made any Unauthorized Comments;(iii) has cooperated with any third party in litigation proceedings adverse to theCompany or any Affiliate of the Company, except to any extent such cooperationwas compelled by legal process or otherwise required by law;(iv) has refused to honor the Company’s request to cooperate or participate onbehalf of the Company or any Affiliate of the Company in any litigationproceedings involving the Company or any Affiliate of the Company;(v) has been terminated for Cause;(vi) has violated Section 4.6(d)(i) of this Plan;(vii) has, directly or indirectly, solicited the employment, or hired any employeeof the Company or any Affiliate of the Company, or induced any employee of theCompany or any Affiliate of the Company to terminate his/her employment with theCompany or any Affiliate of the Company; provided, however, that this provisionshall apply only if such solicitation, hiring or inducement to terminate employmentrelates to an employee of the Company or any Affiliate of the Company having thestatus of Executive Director or higher, and further provided that this provision shallnot apply if any such hiring, solicitation or inducement of the employee (A) is as aresult of any general solicitation for employees (including through the use ofemployment agencies) not specifically directed at any such persons and such personresponds to any such general solicitation; (B) if such employee approaches theParticipant on an unsolicited basis; or (C) such solicitation occurs followingcessation of such employee’s employment with the Company or any Affiliate of the8 Company without any solicitation or encouragement from the Participant; or(viii) has, directly or indirectly, solicited or enticed away, or in any mannerattempted to persuade any customer, or prospective customer of the Company orany Affiliate of the Company (A) to discontinue or diminish his, her or itsrelationship or prospective relationship with the Company or any Affiliate of theCompany, or (B) to otherwise provide his, her or its business to any person,company, partnership or other business entity which is engaged in any line ofbusiness in which the Company or any Affiliate of the Company is engaged;provided, however, that this provision shall apply only to customers, or prospectivecustomers, that Participant had contact with while working on an actual orprospective project or assignment during the 180 days preceding Participant’sTermination of Employment.To the extent Participant is required to repay any amounts previously paid from hisor her Covered Compensation Account pursuant to this Section 4.6(b), suchParticipant shall promptly repay such amounts in full to the Company in a lump sumin cash. (c) The Plan Administrator may require a Participant to provide the Plan Administratorwith a written certification or other evidence that the Plan Administrator deems appropriate,in its sole discretion, that the Participant has not engaged in the conduct described in Section4.5(b)(i) or (ii) above.(d) Each Participant accepting Covered Compensation shall be deemed to agree thatduring the Employee’s employment with the Company or any of its Affiliates (or provisionof services with respect thereto if otherwise indicated in an agreement governing suchservices or similar) and for a period of one year thereafter and within a fifty (50) mile radiusof any location where the Company or any Affiliate of the Company is actively engaged inthe business of refined petroleum product (A) terminaling, (B) storage, (C) transportation, or(D) marketing of refined petroleum products or other fuels (collectively, the “Business”), orproposes to engage in the Business, on or prior to Participant’s Termination of Employment:(i) The Participant shall not, directly or indirectly, through one or more otherpersons or entities, engage in, or have any financial or other interests (whether as aprincipal, partner, shareholder, director, officer agent, employee, consultant orotherwise) (other than ownership of 1% or less of the outstanding stock of anycorporation listed on the New York Stock Exchange, the American Stock Exchangeor NASDAQ) in, or provide assistance to, any person, firm, corporation or businessthat engages in any activity which is the same as the Business;9 (ii) The Participant shall not solicit or attempt to solicit any of the Company’s orits Affiliates’ customers, clients, members, vendors, licensees, lessees, businesspartners or suppliers, or otherwise interfere with any business relationship orcontract between the Company or any Affiliate of the Company and any of theircustomers, clients, members, vendors, licensees, lessees, business partners orsuppliers; and(iii) The Participant shall not solicit, induce, recruit or encourage any of theCompany’s or its Affiliates’ employees, independent contractors or consultants toterminate their relationship with the Company, or take away such employees,independent contractors or consultants, or attempt to solicit, induce, recruit,encourage or take away employees, independent contractors or consultants of theCompany or its Affiliates.Notwithstanding the foregoing, this Section 4.6(d) shall not apply to a Participant if theParticipant has entered into a separate agreement with the Company or one of its Affiliatescontaining similar post-termination restrictive covenants (including both non-competitionand non-solicitation covenants) that apply for a period of time that is different than one yearfollowing Participant’s Termination of Employment. 4.7 Section 409A and No Guarantee of Tax Consequences. The Administrator shall delay thepayment of any benefits payable under this Plan to the extent necessary to comply with Section 409A(a)(2)(B)(i) of the Code (relating to payments made to certain “specified employees” of certain publicly-tradedcompanies) and in such event, any such amount to which a Participant would otherwise be entitled duringthe six (6) month period immediately following his or her separation from service will be paid on the firstBusiness Day following the expiration of such six (6) month period. Each payment or amount due to aParticipant under this Plan shall be considered a separate payment, and a Participant’s entitlement to a seriesof payments under this Plan is to be treated as an entitlement to a series of separate payments. This Plan isintended to comply with or otherwise be exempt from the provisions of Code Section 409A and shall beinterpreted consistent with such intention, and the Company reserves the right (but shall have no obligation)to amend the Plan in its discretion in order to make the Plan comply with Code Section 409A. None ofthe Board, the Company, or any Affiliate of the Company, makes any representation or guarantee that thebenefits provided under the Plan will comply with Code Section 409A or that any particular federal, state,local or other tax treatment will (or will not) apply or be available to any Participant or other Person ormakes any undertaking to prevent Code Section 409A from applying to the benefits provided under thePlan or to mitigate its effects on any deferrals or payments made under the Plan or assumes any liabilitywith respect to any tax or associated liabilities to which any Participant or other Person may be subject.ARTICLE 5 Amendment and Termination of Plan5.1 Amendment, Suspension, and Early Termination. The Administrator shall have theauthority, in its discretion, to amend, alter, suspend, discontinue or terminate the Plan in any10 manner at any time for any reason or for no reason without the consent of any Participant. TheAdministrator shall notify Participants of any amendment, suspension or early termination of the Plan assoon as administratively possible after such amendment, alteration, suspension, discontinuation or earlytermination.5.2 Termination of the Plan. The Plan shall terminate on the date when no Participant (orBeneficiary) has any right to or expectation of payment of benefits under the Plan.ARTICLE 6 Administration6.1 Administration. The Administrator shall administer the Plan and interpret, construe andapply its provisions in accordance with its terms. The Administrator shall further establish, adopt or revisesuch rules and regulations as it may deem necessary or advisable for the administration of the Plan. Alldecisions of the Administrator shall be final and binding, subject only to a determination otherwise by theAdministrator.6.2 Delegation of Authority. To the extent permitted by applicable laws, the Board maydelegate any or all of its powers under the Plan to one or more committees of the Board or to one or moreofficers of the Company. The Board may abolish any committee at any time or revoke any such delegationand re-vest in itself any previously delegated authority.6.3 No Liability. The Administrator shall not be liable for any determination, decision, or actionmade in good faith with respect to the Plan. The Company will indemnify, defend and hold harmless theAdministrator from and against any and all liabilities, costs, and expenses incurred by such person(s) as aresult of any act, or omission, in connection with the performance of such person’s duties, responsibilities,and obligations under the Plan, other than such liabilities, costs, and expenses as may result from the badfaith, gross misconduct, breach of fiduciary duty, failure to follow the lawful instructions of theAdministrator or criminal acts of such persons.ARTICLE 7 Conditions Related to Benefits7.1 Nonassignability. The compensation and benefits provided under the Plan may not bealienated, assigned, transferred, pledged, encumbered or hypothecated by any person, at any time, or to anyperson whatsoever. Such amounts shall be exempt from the claims of creditors or other claimants of theParticipant or Beneficiary and from all orders, decrees, levies, garnishment or executions to the fullestextent allowed by law.7.2 No Right to Company Assets. Covered Compensation paid under the Plan shall be paidfrom the general funds of the Company, and the Participant and any Beneficiary shall be no more thanunsecured general creditors of the Company with no special or prior right to any assets of the Company forpayment of any obligations hereunder. The Plan shall not be deemed to confer any legal rights or benefitson a Participant until payment of Covered Compensation is authorized by the Administrator.11 7.3 Trust. At its discretion, the Company may establish one or more grantor trusts for thepurpose of providing for payment of Covered Compensation under the Plan. Such trust or trusts may beirrevocable, but the assets thereof shall be subject to the claims of the Company’s and its Affiliates’creditors. Amounts paid to the Participant or the Participant's Beneficiary from any such trust or trusts shallbe considered paid by the Company for purposes of meeting the obligations of the Company under thePlan.ARTICLE 8 Miscellaneous8.1 Successors of the Company. The rights and obligations of the Company under the Planshall inure to the benefit of, and shall be binding upon, the successors and assigns of the Company.8.2 Employment or Other Service Not Guaranteed. Nothing contained in the Plan nor anyaction taken hereunder shall be construed as a contract of employment or for other service with theCompany or any Affiliate of the Company, as amending or modifying any term or condition of aParticipant’s written employment agreement with, or agreement governing the provision of services to, theCompany or any Affiliate of the Company (if any such agreement is in effect, now or in the future) or asgiving any Participant any right to continued employment with or other service to the Company or anyAffiliate of the Company.8.3 Gender, Singular and Plural. All pronouns and any variations thereof shall be deemed torefer to the masculine, feminine, or neuter, as the identity of the person or persons may require. As thecontext may require, the singular may be read as the plural and the plural as the singular.8.4 Captions. The captions of the Articles and paragraphs of the Plan are for convenience onlyand shall not control or affect the meaning or construction of any of its provisions.8.5 Validity. In the event any provision of the Plan is held invalid, void or unenforceable, thesame shall not affect, in any respect whatsoever, the validity of any other provisions of the Plan.8.6 Waiver of Breach. The waiver by the Company of any breach of any provision of the Planshall not operate or be construed as a waiver of any subsequent breach.8.7 Notice. Any notice or filing required or permitted to be given to the Company, theParticipant or a Participant’s Beneficiary under the Plan shall be sufficient if in writing and hand-delivered,or sent by registered or certified mail, in the case of the Company, to the principal office of the Company,directed to the attention of the Administrator, and in the case of the Participant or a Participant’sBeneficiary, to the last known address of the Participant or a Participant’s Beneficiary indicated on therecords of the Company. Such notice shall be deemed given as of the date of delivery or, if delivery ismade by mail, as of the date shown on the postmark on the receipt for registration or certification.12 8.8 No Effect on Retirement or Other Benefits. Except as specifically provided in a retirementor other benefit plan of the Company, or any Affiliate of the Company, amounts payable under the Planshall not be deemed compensation for purposes of computing benefits or contributions under any othercompensatory or retirement plan of the Company, or any Affiliate of the Company, and shall not affect anybenefits under any other benefit plan of any kind or any benefit plan subsequently instituted by theCompany under which the availability or amount of benefits is related to level of compensation, except asotherwise determined by the Administrator; provided, however, that nothing in this Section 8.8 or any otherprovision of the Plan shall be construed to prevent payments under the Plan from being treated ascompensation under any 401(k) plan maintained by the Company or any Affiliate of the Company wouldotherwise treat payments under the Plan as compensation.8.9 Applicable Law. This Plan is to be construed in accordance with and governed by theinternal laws of the State of Colorado without giving effect to any choice of law rule that would cause theapplication of the laws of any jurisdiction other than the internal laws of the State of Colorado to the rightsand duties of the parties.8.10 Dispute Resolution. Each Participant accepting Covered Compensation shall be deemed toagree that this Section 8.10 shall be the exclusive means for resolving any dispute arising out of or relatingto the Plan. The Participant and the Company shall attempt in good faith to resolve any disputes arising outof or relating to the Plan by negotiation between individuals who have authority to settle thecontroversy. Negotiations shall be commenced by either party by providing notice of a written statement ofthe party’s position (the “Initiating Notice”) and the name, title, mailing address, telephone number, and e-mail address of the individual who will represent the party. Within fifteen (15) days of receipt of theInitiating Notice, the other party shall provide the initiating party a written statement of its position. Withinfifty (50) days of the exchange of written notifications, the parties shall meet at a mutually acceptable timeand place, and thereafter as often as they reasonably deem necessary, to resolve the dispute. If the disputehas not been resolved by negotiation within ninety (90) days of the date of receipt of the Initiating Notice,the parties agree that any dispute or other matter in question of any kind arising out of or relating to the Planshall be settled by binding, mandatory arbitration in Colorado to be conducted by a single, neutral arbitratormutually acceptable to the parties in accordance with the American Arbitration Association's NationalRules for Employment Disputes. The parties shall have the right to conduct discovery which providesthem with access to documents and witnesses that are essential to the dispute, as determined by thearbitrator. The parties agree that the arbitrator shall have no authority to vary the terms of the Plan or toaward any punitive, consequential, incidental, indirect or special damages, interest, fees or expenses. Thearbitrator's written award shall include the essential findings and conclusions upon which the award isbased. The decision of the arbitrator shall be final and may be enforced in any court of competentjurisdiction. In no event shall a demand for arbitration be made after the date when the applicable statute oflimitations would bar the institution of a legal or equitable proceeding based on such claim, dispute or othermatter in question. The parties shall bear their own attorneys' fees and other costs arising under this Section8.10 except as otherwise required by law, and shall share equally in the cost of the arbitrator.8.11 Modification and Severability. If any restriction set forth in this Plan is found by any courtof competent jurisdiction, or an arbitrator appointed under the terms of this Plan, to be13 unenforceable because it is too broad, or extends for too long a period of time, or over too great a range ofactivities, or in too broad a geographic area, it shall be modified by the court or arbitrator and interpreted toextend only over the maximum scope, period of time, range of activities or geographic area as to which itmay be enforceable. If any provision of this Plan, or application thereof to any person, place, orcircumstance, shall be held by a court of competent jurisdiction, or an arbitrator appointed under the termsof this Plan, to be invalid, unenforceable, or void, the remainder of this Plan and such provisions as appliedto other persons, places and circumstances shall remain in full force and effect. 14 TLP MANAGEMENT SERVICES LLCAMENDED AND RESTATED SAVINGS AND RETENTION PLAN APPENDIX AInvestment Funds 1. Fixed Interest Fund. Amounts deemed to be invested in this Fund with respect to aParticipant will accrue interest at a fixed rate to be determined annually by the Administrator. For allCovered Compensation Awards granted under the Plan, the interest rate may be set forth in the award. 2. Dodge & Cox Income Fund. Amounts deemed to be invested in this Fund withrespect to a Participant will be treated as though invested in the Dodge & Cox Income Fund, which isan open-end fund incorporated in the USA. The Fund’s objective is a high and stable rate of currentincome, consistent with long-term preservation of capital. The Fund invests primarily in a diversifiedportfolio of high-quality bonds and other fixed-income securities, including US governmentobligations, mortgage and asset-backed securities and corporate bonds. 3. Equity Index Fund. Amounts deemed to be invested in this Fund with respect to aParticipant will be treated as though invested in the SPDR Trust Series 1 (AMEX: SPY) (which hasan investment goal of tracking the performance of the Standard & Poors 500 Index), or such otherequity index as the Administrator may from time to time select, and calculated based on the reportedvalue of such index in The Wall Street Journal, or such other source as the Administrator deemsreliable. B-1 TLP MANAGEMENT SERVICES LLCAMENDED AND RESTATED SAVINGS AND RETENTION PLANAPPENDIX BBENEFICIARY DESIGNATION FORMParticipant’s Name: Spouse’s Name (if any): Address: In the event of my death prior to the payment of all or any portion of my CoveredCompensation, and in lieu of disposing of my interest in the Covered Compensation by my will or thelaws of intestate succession, I hereby designate the following persons as Primary Beneficiary(ies) andContingent Beneficiary(ies) of my interest in the Covered Compensation (please attach additionalsheets if necessary): Primary Beneficiary(ies) (Select only one of the three alternatives) ☐(a) Individuals and/or Charities % Share 1)Name Address 2)Name Address 3)Name Address 4)Name Address ☐(b) Residuary Testamentary Trust In trust, to the trustee of the trust named as the beneficiary of the residue of my probate estate. B-2  ☐(c) Living Trust The Trust, dated (print name of trust)(fill in date trust was established) Contingent Beneficiary(ies) (Select only one of the three alternatives) ☐(a) Individuals and/or Charities % Share 1)Name Address 2)Name Address 3)Name Address 4)Name Address ☐(b) Residuary Testamentary Trust In trust, to the trustee of the trust named as the beneficiary of the residue of my probate estate. ☐(c) Living Trust The Trust, dated (print name of trust)(fill in date trust was established) Should all the individual Primary Beneficiary(ies) fail to survive me or if the trust named as thePrimary Beneficiary does not exist at my death (or no will of mine containing a residuary trust isadmitted to probate within six months of my death), the Contingent Beneficiary(ies) shall be entitled tomy interest in the Covered Compensation in the shares indicated. Should anyB-3 individual beneficiary fail to survive me or a charity named as a beneficiary no longer exists at mydeath, such beneficiary’s share shall be divided among the remaining named Primary or ContingentBeneficiaries, as appropriate, in proportion to the percentage shares I have allocated to them. Thisbeneficiary designation is effective until I file another such designation with the Administrator and suchdesignation is acknowledged by the Administrator during my lifetime. Any previous beneficiarydesignations are hereby revoked. Submitted by: Accepted by: ☐ Participant ☐ Participant’s Spouse By: (Signature) Its: Date: Date: Spousal Consent (alternative to separate designation by spouse):I hereby consent to the beneficiary designation contained herein and agree that the designation ofbeneficiaries provided herein shall apply to my community property interest in any CoveredCompensation payable to my spouse in connection with his or her employment with the Company orany Affiliate of the Company. (Signature of Spouse) Date: B-4 TLP MANAGEMENT SERVICES LLCAMENDED AND RESTATED SAVINGS AND RETENTION PLAN APPENDIX CINVESTMENT DIRECTIONThe undersigned Participant by execution and submittal to the Administrator of this InvestmentDirection form hereby recommends that the portions of Participant’s Covered Compensation Accountin the Plan with respect to the [date of award] Grant Date be deemed to be invested in the InvestmentFund(s) listed below in accordance with the percentages indicated opposite each Investment Fund(s).INVESTMENTPercentage Fixed Interest Fund%Dodge & Cox Income Fund%Equity Index Fund% 100% Participant: Signature: Date: C-1 TLP MANAGEMENT SERVICES LLCAMENDED AND RESTATED SAVINGS AND RETENTION PLANAPPENDIX DLEGAL RELEASEThis Legal Release (the "Agreement") is executed by undersigned participant ("Participant") for thebenefit of TLP Management Services LLC, its subsidiaries, affiliates and predecessors, and theirrespective officers, directors, employees, agents, equityholders, representatives and insurers(collectively "TransMontaigne" or the “Company”). References herein to “you” and “your” and othersimilar references refer to the Participant. 1. You acknowledge that you have read and understand the TLP ManagementServices LLC Amended and Restated Savings and Retention Plan (the “Plan”). 2. You agree that you wish to receive the payment of the vested portion(s) of yourCovered Compensation Account(s) described in the Plan (the "Vested Benefits"), that your decision todo so is entirely voluntary, that you have not been pressured into accepting the Vested Benefits andthat you have enough information about the Vested Benefits to decide whether to sign thisAgreement. If, for any reason, you believe that your acceptance of the Vested Benefits is not entirelyvoluntary, or if you believe that you do not have enough information, then you should not sign thisAgreement. 3. You, for yourself, your heirs, personal representatives and assigns, and anyother person or entity that could or might act on behalf of you, including, without limitation, yourcounsel (all of whom are collectively referred to as "Releasor"), hereby fully and forever release anddischarge the Company and its present and future affiliates and subsidiaries, and each of their past,present and future officers, directors, employees, shareholders, independent contractors, attorneys,insurers and any and all other persons or entities that are now or may become liable to Releasor due toany act or omission of such person or entity (all of whom are collectively referred to as "Releasees") ofand from any and all actions, causes of action, claims, demands, costs and expenses, includingattorneys' fees, of every kind and nature whatsoever, in law or in equity, whether now known orunknown, that Releasor, or any person acting under or on behalf of Releasor, may now have, or claimat any future time to have, based in whole or in part upon any act or omission occurring on or beforethe date of execution and delivery of this Agreement to the Company, in any way relating to youremployment with TLP Management Services LLC or any of its Affiliates, as that term is defined in thePlan, including your separation from employment, if applicable, except your rights to the VestedBenefits provided pursuant to the Plan, your vested rights, if any, in any Company-sponsoredretirement savings plan, and your COBRA, unemployment compensation and workers compensationrights, if any. Such release is made without regard to present actual knowledge of such acts oromissions, including specifically, but not by way of limitation, matters which may arise at commonlaw, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortiousinterference with contractual rights, infliction of emotional distress, defamation, or under all federal,state or local laws that protect employees or service providers from discrimination in employment onthe basis of sex, race, national origin, religion, disability and age, such as theD-1 Fair Labor Standards Act, the Employee Retirement Income Security Act, the National LaborRelations Act, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination inEmployment Act of 1987, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans WithDisabilities Act, and the Family and Medical Leave Act, the Workers Adjustment and RetrainingNotification Act (“WARN”); EXCEPT for the rights and obligations created by this Agreement. Youagree that you have had a full and fair opportunity to consult with an attorney of your choosingconcerning the agreements and representations set forth in the previous sentence and all otherprovisions of this Agreement. You understand and agree that by signing this Agreement you are giving up your right to bring anylegal claim against the Company concerning, directly or indirectly, your employment relationship withthe Company, including your separation from employment, if applicable. You agree that this legalrelease is intended to be interpreted in the broadest possible manner in favor of the Company, toinclude all actual or potential legal claims that you may have against the Company, except asspecifically provided otherwise in this Agreement. You further agree that if you bring any kind of legalclaim against the Company that you have released and discharged by signing this Agreement, then youwill be in violation of this Agreement and must pay all legal fees and other costs and expenses incurredby the Company in defending against any such claim. 4. You agree that the Vested Benefits that you are accepting by signing thisAgreement have value to you, that you would not be entitled to the Vested Benefits without signingthis Agreement, that you will receive the Vested Benefits in exchange for the benefit toTransMontaigne from your signing this Agreement, and that TransMontaigne will withhold from theVested Benefits all applicable federal, state and local taxes. 5. You agree that the only benefit you are to receive by signing this Agreement arethe Vested Benefits, and that in signing this Agreement you did not rely on any information, oral orwritten, from anyone, including your supervisor, other than the information contained in the Plan. 6. You represent that you have not previously assigned or transferred any of thelegal rights and claims that you have given up by signing this Agreement, and you agree that thisAgreement also binds all persons who might assert a legal right or claim on your behalf, such as yourheirs, personal representatives and assigns, now and in the future. 7. You agree that: (a) this Agreement constitutes the entire agreement betweenyou and TransMontaigne, without regard to any other oral or written information that you may havereceived about this Agreement; (b) if any part of this Agreement is declared to be unenforceable, allother provisions of this Agreement shall remain enforceable; and (c) this Agreement shall be governedby federal law and by the internal laws of the State of Colorado, irrespective of the choice of law rulesof any jurisdiction. 8. You agree and acknowledge that you: (i) understand the language used in thisAgreement and the Agreement's legal effect; (ii) understand that by signing this Agreement you aregiving up the right to sue the Company for age discrimination; (iii) will receive compensation underthis Agreement to which you would not otherwise have been entitled without signing thisD-2 Agreement; (iv) have been advised by the Company to consult with an attorney before signing thisAgreement; and (v) were given no less than forty-five (45) calendar days to consider whether to signthis Agreement. During such forty-five (45) calendar day period, you, in considering whether to signthis Agreement, may wish to review the terms of the Vested Benefits set forth herein. For a period of seven (7) calendar days after the signing of this Agreement, you may,in your sole discretion, rescind this Agreement by delivering a written notice of revocation to theCompany by delivering a written revocation statement to Michael A. Hammell, Executive VicePresident, General Counsel and Secretary, at 1670 Broadway, Suite 3100, Denver, Colorado 80202.If you rescind this Agreement within seven (7) calendar days after the signing date, this Agreementshall be void, all actions taken pursuant to this Agreement shall be reversed, and neither thisAgreement, nor the facts of or circumstances surrounding its execution shall be admissible for anypurpose whatsoever in any proceeding between the parties, except in connection with a claim ordefense involving the validity or effective rescission of this Agreement. If you do not rescind thisAgreement within seven (7) calendar days after the signing date, this Agreement shall become final andbinding and shall be irrevocable. Acknowledgment By signing below, you acknowledge that you have read and understand this Agreementand understand that it is a legally binding document that may affect your legal rights, and that you havebeen advised to consult a lawyer of your choosing before signing this Agreement and have had anopportunity to do so. Signed: Print name: Date: D-3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 31.1Certification Pursuant toSection 302 of the Sarbanes‑Oxley Act of 2002I, Frederick W. Boutin, Chief Executive Officer TransMontaigne Partners, LLC, a Delaware limited liability company(the “Company”), certify that:1.I have reviewed this Annual Report on Form 10‑K of TransMontaigne Partners LLC for the fiscal year endedDecember 31, 2018;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, 2019/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 Partners, LLC, a Delaware limited liability company (the“Company”), certify that:1.I have reviewed this Annual Report on Form 10‑K of TransMontaigne Partners LLC for the fiscal year endedDecember 31, 2018;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, 2019/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 Partners, LLC, a Delaware limited liabilitycompany (the “Company”), hereby certifies that, to his knowledge on the date hereof:(a)the Annual Report on Form 10‑K of the Company for the fiscal year ended December 31, 2018, 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, 2019 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 Partners, LLC, a Delaware limited liabilitycompany (the “Company”), hereby certifies that, to his knowledge on the date hereof:(a)the Annual Report on Form 10‑K of the Company for the fiscal year ended December 31, 2018, 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, 2019 

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