0001558370-25-003840 | 10-K | XBRL Viewer | Transmontaigne Partners LLC

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2024	Mar. 27, 2025	Jun. 30, 2024
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2024
Document Transition Report	false
Entity File Number	001-32505
Entity Registrant Name	TRANSMONTAIGNE PARTNERS LLC
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	34-2037221
Entity Address, Address Line One	Suite 3100
Entity Address, Address Line Two	1670 Broadway
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80202
City Area Code	303
Local Phone Number	626-8200
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	Yes
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 0
Entity Common Stock, Shares Outstanding		0
Auditor Name	Deloitte & Touche LLP
Auditor Location	Denver, Colorado
Auditor Firm ID	34
Entity Central Index Key	0001319229
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY

GOODWILL

12 Months Ended

Dec. 31, 2024

GOODWILL.

GOODWILL

(7) GOODWILL

Goodwill is as follows (in thousands):


	December 31,		December 31,
	2024		2023
Brownsville terminals	$	8,485	$	8,485
West Coast terminals		10,101		10,101
	$	18,586	$	18,586

Goodwill is required to be tested for impairment annually unless events or changes in circumstances indicate it is more likely than not that an impairment loss has been incurred at an interim date. Our annual test for the impairment of goodwill is performed as of December 31. The impairment test is performed at the reporting unit level. Our reporting units are our operating segments (see Note 16 of Notes to consolidated financial statements). The fair value of each reporting unit is determined on a stand-alone basis from the perspective of a market participant and represents an estimate of the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to be impaired.

At December 31, 2024 and 2023, our Brownsville and West Coast terminals contained goodwill. Our estimate of the fair value of our Brownsville and West Coast terminals at December 31, 2024 and 2023 substantially exceeded the carrying amount. Accordingly, we did not recognize any goodwill impairment charges for each of the years ended December 31, 2024, 2023 and 2022. However, an increase in the assumed market participants’ weighted average cost of capital, the loss of a significant customer, the disposition of significant assets, or an unforeseen increase in the costs to operate and maintain the Brownsville and West Coast terminals, could result in the recognition of an impairment charge in the future.

BUSINESS SEGMENTS

12 Months Ended

Dec. 31, 2024

BUSINESS SEGMENTS

BUSINESS SEGMENTS

(16) BUSINESS SEGMENTS

We provide integrated terminaling, storage, transportation and related services to companies engaged in the trading, distribution and marketing of refined petroleum products, renewable products, crude oil, chemicals, fertilizers and other liquid products. In addition, we sell refined and renewable products to major fuel producers and marketers in the Pacific Northwest at our terminal in Tacoma, Washington. Our chief operating decision maker is the Company’s chief executive officer. The Company’s chief executive officer reviews the financial performance of our business segments using disaggregated financial information about “net margins”. Our chief operating decision maker considers the actual “net margins” as compared to the “net margins” for (i) the relevant prior period actual results, (ii) budget and (iii) guidance on a quarterly basis for purposes of making operating decisions and assessing financial performance. “Net margins” is composed of revenue less cost of product sales and operating costs and expenses. The cost of product sales at our terminal in Tacoma, Washington includes product supply and transportation costs. The operating costs and expenses of our operations include wages and employee benefits, utilities, communications, repairs and maintenance, rent, property taxes, vehicle expenses, environmental compliance costs, contract services, legal fees and materials and supplies needed to operate our terminals. Accordingly, we present “net margins” for each of our business segments: (i) Gulf Coast terminals, (ii) Midwest terminals, (iii) Brownsville terminals including management of Frontera, (iv) River terminals, (v) Southeast terminals, (vi) West Coast terminals and (vii) Central services. Our Central services segment primarily represents the costs of employees performing operating oversight functions, engineering, health, safety and environmental services to our terminals and terminals that we operate. In addition, Central services represent the cost of employees at standalone affiliate terminals that we operate or manage. We receive a fee from these affiliates based on our costs incurred. Accounting policies for each segment are the same as the accounting policies described in Note 1 of Notes to the consolidated financial statements.

The financial performance of our business segments is as follows (in thousands):


	Year ended		Year ended		Year ended
	December 31,		December 31,		December 31,
	2024		2023		2022
Gulf Coast Terminals:
Terminaling services fees	$	89,051	$	88,380	$	86,549
Management fees		81		73		63
Revenue		89,132		88,453		86,612
Operating costs and expenses		(26,279)		(24,426)		(23,550)
Net margins		62,853		64,027		63,062
Midwest Terminals:
Terminaling services fees		11,250		11,003		10,269
Revenue		11,250		11,003		10,269
Operating costs and expenses		(1,846)		(1,917)		(1,856)
Net margins		9,404		9,086		8,413
Brownsville Terminals:
Terminaling services fees		18,244		18,982		19,723
Management fees		5,910		6,064		5,911
Revenue		24,154		25,046		25,634
Operating costs and expenses		(11,980)		(9,898)		(10,240)
Net margins		12,174		15,148		15,394
River Terminals:
Terminaling services fees		15,452		14,425		14,466
Revenue		15,452		14,425		14,466
Operating costs and expenses		(6,896)		(6,777)		(6,681)
Net margins		8,556		7,648		7,785
Southeast Terminals:
Terminaling services fees		73,862		67,831		68,699
Management fees		966		1,065		1,150
Revenue		74,828		68,896		69,849
Operating costs and expenses		(29,180)		(26,475)		(25,754)
Net margins		45,648		42,421		44,095
West Coast Terminals:
Product sales		379,146		340,861		361,025
Terminaling services fees		101,809		96,813		91,244
Management fees		6		44		42
Revenue		480,961		437,718		452,311
Cost of product sales		(356,187)		(320,516)		(347,302)
Operating costs and expenses		(39,197)		(36,721)		(34,794)
Costs and expenses		(395,384)		(357,237)		(382,096)
Net margins		85,577		80,481		70,215
Central Services:
Management fees		6,950		7,579		7,254
Revenue		6,950		7,579		7,254
Operating costs and expenses		(17,964)		(18,483)		(15,761)
Net margins		(11,014)		(10,904)		(8,507)
Total net margins		213,198		207,907		200,457
General and administrative		(30,160)		(28,932)		(29,462)
Insurance		(6,847)		(6,822)		(6,289)
Deferred compensation		(3,840)		(4,272)		(3,778)
Depreciation and amortization		(71,846)		(70,876)		(71,106)
Earnings from unconsolidated affiliates		10,005		10,140		11,130
Operating income		110,510		107,145		100,952
Other expenses (interest and deferred debt issuance costs)		(100,428)		(104,199)		(59,003)
Net earnings	$	10,082	$	2,946	$	41,949

Supplemental information about our business segments is summarized below (in thousands):


	Year ended December 31, 2024

	Gulf Coast		Midwest		Brownsville		River		Southeast		West Coast		Central
	Terminals		Terminals		Terminals		Terminals		Terminals		Terminals		Services		Total
Revenue:
Terminal revenue	$	89,132	$	11,250	$	24,154	$	15,452	$	74,828	$	101,815	$	6,950	$	323,581
Product sales		—		—		—		—		—		379,146		—		379,146
Total revenue	$	89,132	$	11,250	$	24,154	$	15,452	$	74,828	$	480,961	$	6,950	$	702,727
Capital expenditures	$	17,451	$	234	$	3,283	$	2,393	$	11,601	$	22,282	$	1,348	$	58,592
Identifiable assets	$	148,774	$	13,145	$	103,444	$	41,728	$	217,630	$	431,829	$	10,565	$	967,115
Cash and cash equivalents																8,174
Investments in unconsolidated affiliates																317,392
Unrealized gain on interest rate swap agreements																19,081
Other																14,088
Total assets															$	1,325,850


	Year ended December 31, 2023

	Gulf Coast		Midwest		Brownsville		River		Southeast		West Coast		Central
	Terminals		Terminals		Terminals		Terminals		Terminals		Terminals		Services		Total
Revenue:
Terminal revenue	$	88,453	$	11,003	$	25,046	$	14,425	$	68,896	$	96,857	$	7,579	$	312,259
Product sales		—		—		—		—		—		340,861		—		340,861
Total revenue	$	88,453	$	11,003	$	25,046	$	14,425	$	68,896	$	437,718	$	7,579	$	653,120
Capital expenditures	$	12,570	$	70	$	3,146	$	3,848	$	17,424	$	21,302	$	1,459	$	59,819
Identifiable assets	$	141,999	$	14,987	$	108,094	$	44,783	$	230,490	$	442,868	$	10,509	$	993,730
Cash and cash equivalents																7,552
Investments in unconsolidated affiliates																320,110
Unrealized gain on interest rate swap agreements																13,027
Other																3,713
Total assets															$	1,338,132


	Year ended December 31, 2022

	Gulf Coast		Midwest		Brownsville		River		Southeast		West Coast		Central
	Terminals		Terminals		Terminals		Terminals		Terminals		Terminals		Services		Total
Revenue:
Terminal revenue	$	86,612	$	10,269	$	25,634	$	14,466	$	69,849	$	91,286	$	7,254	$	305,370
Product sales		—		—		—		—		—		361,025		—		361,025
Total revenue	$	86,612	$	10,269	$	25,634	$	14,466	$	69,849	$	452,311	$	7,254	$	666,395
Capital expenditures	$	11,484	$	816	$	5,114	$	1,963	$	10,310	$	24,017	$	788	$	54,492

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property, Plant and Equipment, and Investments (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Property, plant and equipment
Long-lived assets impairment	$ 0	$ 0	$ 0
Equity investments impairment	$ 0	$ 0	$ 0
Terminals and pipelines \| Minimum
Property, plant and equipment
Estimated useful lives	15 years
Terminals and pipelines \| Maximum
Property, plant and equipment
Estimated useful lives	25 years
Furniture, fixtures and equipment \| Minimum
Property, plant and equipment
Estimated useful lives	3 years
Furniture, fixtures and equipment \| Maximum
Property, plant and equipment
Estimated useful lives	25 years

DISCLOSURES ABOUT FAIR VALUE

12 Months Ended

Dec. 31, 2024

DISCLOSURES ABOUT FAIR VALUE

DISCLOSURES ABOUT FAIR VALUE

(14) DISCLOSURES ABOUT FAIR VALUE

GAAP defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. GAAP also establishes a fair value hierarchy that prioritizes the use of higher-level inputs for valuation techniques used to measure fair value. The three levels of the fair value hierarchy are: (1) Level 1 inputs, which are quoted prices (unadjusted) in active markets for identical assets or liabilities; (2) Level 2 inputs, which are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and (3) Level 3 inputs, which are unobservable inputs for the asset or liability.

The fair values of the following financial instruments represent our best estimate of the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date. Our fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects our judgments about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. There were no transfers into or out of Levels 1, 2, and 3 during the years ended December 31, 2024 and 2023. The following methods and assumptions were used to estimate the fair value of financial instruments at December 31, 2024 and 2023.

Cash equivalents. The carrying amount approximates fair value because of the short-term maturity of these instruments. The fair value is categorized in Level 1 of the fair value hierarchy.

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

Debt. The estimated fair value of our $1,118.8 million senior secured term loans at December 31, 2024 was approximately $1,130.0 million based on observable market trades. The estimated fair value of our $299.9 million publicly traded senior notes at December 31, 2024 was approximately $298.8 million based on observable market trades. The carrying amount of our revolving credit facility debt approximates fair value since borrowings under the facility bear interest at current market interest rates. The fair value of our debt is categorized in Level 2 of the fair value hierarchy.

Non-financial assets. The Company’s non-financial assets, which primarily consist of property and equipment, right-of-use assets, goodwill and other intangible assets, are not required to be carried at fair value on a recurring basis and are reported at carrying value. The fair values of these assets are determined, as required, based on Level 3 measurements, including estimates of the amount and timing of future cash flows based upon historical experience, expected market conditions, and management’s plans.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounting for operations (Details) $ in Millions		12 Months Ended
	Jan. 22, 2025 USD ($) bbl	Dec. 31, 2024 bbl
Subsequent Event \| Fairfax Terminal
Related Party Transaction [Line Items]
Terminal storage capacity (in barrels)	500,000
Purchase price \| $	$ 30.8
Subsequent Event \| Terminal Facilities on Fisher Island Miami, Florida \| Disposal Group, Held-for-Sale, Not Discontinued Operations \| Fisher Island Terminal Capacity
Related Party Transaction [Line Items]
Terminal storage capacity (in barrels)	700,000
Purchase price \| $	$ 180.0
Lucknow-Highspire Terminals, LLC
Related Party Transaction [Line Items]
Terminal storage capacity (in barrels)		9,900,000

OTHER ASSETS, NET (Tables)

12 Months Ended

Dec. 31, 2024

OTHER ASSETS, NET

Schedule of other assets, net (in thousands)

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


	December 31,		December 31,
	2024		2023
Customer relationships, net of accumulated amortization of $24,498 and $21,303, respectively	$	41,032	$	44,227
Unrealized gain on interest rate swap agreements		14,633		13,027
Olympic Pipeline Company member loan		9,000		—
Deposits and other assets		697		1,124
	$	65,362	$	58,378

Schedule of expected amortization expense for customer relationships (in thousands)

Expected future amortization expense for the customer relationships as of December 31, 2024 is as follows (in thousands):


	Years ending December 31,
	2025		2026		2027		2028		2029		Thereafter
Amortization expense	$	3,195	$	3,195	$	3,195	$	3,177	$	3,085	$	25,185

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2024

COMMITMENTS AND CONTINGENCIES

Schedule of lease cost and other information

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


	Year ended		Year ended		Year ended
	December 31,		December 31,		December 31,
	2024		2023		2022
Operating leases	$	5,284	$	5,743	$	5,573
Variable lease costs (including insignificant short-term leases)		1,669		1,548		1,627
Sublease income as primary obligor		(1,012)		(1,102)		(1,080)
Total lease costs	$	5,941	$	6,189	$	6,120

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


	Year ended		Year ended		Year ended
	December 31,		December 31,		December 31,
	2024		2023		2022
Cash outflows for operating leases	$	5,250	$	5,763	$	5,400
Weighted average remaining lease term (years)		27.38		27.96		27.95
Weighted average discount rate		4.7%		4.5%		4.5%

Schedule of future minimum lease payments

Undiscounted cash flows owed by the Company to lessors pursuant to contractual agreements in effect as of December 31, 2024 and related imputed interest was as follows (in thousands):


Years ending December 31:
2025	$	4,013
2026		4,093
2027		4,485
2028		4,038
2029		3,441
Thereafter		67,348
Total lease payments		87,418
Less imputed interest		(37,432)
Present value of operating lease liabilities	$	49,986

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of interest rate swap agreements

Our interest rate swap agreements were as follows (in thousands, except blended fixed rate):


		Aggregate	Blended
Interest rate swap agreement term		notional amount	fixed rate
July 18, 2023 - August 18, 2025	$	500,000	2.87	%
August 18, 2023 - August 18, 2026	$	280,000	3.52	%
August 18, 2025 - August 18, 2026	$	500,000	3.31	%
August 18, 2026 - August 18, 2028	$	700,000	3.24	%

- Definition

Tabular disclosure of pertinent information about a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.

+ References + Details

LONG TERM DEBT (Tables)

12 Months Ended

Dec. 31, 2024

LONG TERM DEBT

Summary of debt (in thousands)

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



	December 31,		December 31,
	2024		2023
Senior secured term loans outstanding	$	1,118,849	$	980,000
Revolving credit facility outstanding		17,000		88,000
6.125% senior notes due in 2026		299,900		299,900
Unamortized deferred debt issuance costs ⁽¹⁾		(16,306)		(18,620)
Total debt		1,419,443		1,349,280
Current portion of senior secured term loans		(11,535)		(10,000)
Long-term debt	$	1,407,908	$	1,339,280

(1)

Deferred debt issuance costs are amortized using the effective interest method over the applicable term of the senior secured term loans and senior notes. For the years ended December 31, 2024 and 2023, amortization of deferred debt issuance costs was approximately $4.7 million and $4.1 million, respectively. For the years ended December 31, 2024 and 2023, expense related to a loss on partial debt extinguishment related to the October 28, 2024 Amendment No. 3 to the Credit Agreement, was approximately $1.1 million and $nil, respectively. For the years ended December 31, 2024 and 2023, one-time debt issuance costs related to the October 28, 2024 Amendment No. 3 to the Credit Agreement, was approximately $0.9 million and $nil, respectively.

Schedule of proceeds from senior secured term loan (in thousands)

Proceeds from the $150 million senior secured term loans were used as follows (in thousands):


Repayment of revolving credit facility	$	110,401
Distributions to TLP Finance Holdings, LLC for debt service		36,677
Debt issuance costs		2,922
Proceeds from $150 million senior secured term loans	$	150,000

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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+ Details

GOODWILL (Details) - USD ($) $ in Thousands	12 Months Ended
GOODWILL (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Goodwill
Goodwill	$ 18,586	$ 18,586
Brownsville and West Coast terminals
Goodwill
Impairment charges	0	0	$ 0
Brownsville terminals
Goodwill
Goodwill	8,485	8,485
West Coast terminals
Goodwill
Goodwill	$ 10,101	$ 10,101

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

LONG TERM DEBT - Senior secured term loan (Details) - USD ($) $ in Thousands		12 Months Ended
	Apr. 15, 2024	Dec. 31, 2024
Long-term debt
Proceeds from senior secured term loans		$ 150,000
Senior secured term loans outstanding \| Credit agreement
Long-term debt
Repayment of revolving credit facility	$ 110,401
Distribution to TLP Finance Holdings, LLC for debt service	36,677
Debt issuance costs	2,922
Proceeds from senior secured term loans	150,000
Debt amount	$ 150,000

OTHER CURRENT ASSETS (Tables)

12 Months Ended

Dec. 31, 2024

OTHER CURRENT ASSETS

Schedule of other current assets (in thousands)

Other current assets are as follows (in thousands):


	December 31,		December 31,
	2024		2023
Unrealized gain on interest rate swap agreements	$	4,448	$	—
Amounts due from insurance companies		3,770		3,099
Prepaid insurance		2,869		2,093
Additive detergent		2,187		2,023
Prepaid inventory		678		3,831
Deposits and other assets		2,442		2,426
	$	16,394	$	13,472

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

BUSINESS SEGMENTS (Details) - USD ($) $ in Thousands	12 Months Ended
BUSINESS SEGMENTS (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Segments of business
Total revenue	$ 702,727	$ 653,120	$ 666,395
Operating costs and expenses	(133,342)	(124,697)	(118,636)
Net margins	213,198	207,907	200,457
Cost of product sales	356,187	320,516	347,302
Costs and expenses	602,222	556,115	576,573
General and administrative	(30,160)	(28,932)	(29,462)
Insurance	(6,847)	(6,822)	(6,289)
Deferred compensation	(3,840)	(4,272)	(3,778)
Depreciation and amortization	(71,846)	(70,876)	(71,106)
Earnings from unconsolidated affiliates	10,005	10,140	11,130
Gain from insurance proceeds			488
Operating income	110,510	107,145	100,952
Other expenses (interest and deferred debt issuance costs)	(100,428)	(104,199)	(59,003)
Net earnings	10,082	2,946	41,949
Capital expenditures	58,592	59,819	54,492
Identifiable assets	967,115	993,730
Cash and cash equivalents	8,174	7,552
Investments in unconsolidated affiliates	317,392	320,110
Unrealized gain on interest rate swap agreements	19,081	13,027
Other	14,088	3,713
TOTAL ASSETS	1,325,850	1,338,132
Gulf Coast Terminals
Segments of business
Total revenue	89,132	88,453	86,612
Operating costs and expenses	(26,279)	(24,426)	(23,550)
Net margins	62,853	64,027	63,062
Capital expenditures	17,451	12,570	11,484
Identifiable assets	148,774	141,999
Midwest Terminals
Segments of business
Total revenue	11,250	11,003	10,269
Operating costs and expenses	(1,846)	(1,917)	(1,856)
Net margins	9,404	9,086	8,413
Capital expenditures	234	70	816
Identifiable assets	13,145	14,987
Brownsville terminals
Segments of business
Total revenue	24,154	25,046	25,634
Operating costs and expenses	(11,980)	(9,898)	(10,240)
Net margins	12,174	15,148	15,394
Capital expenditures	3,283	3,146	5,114
Identifiable assets	103,444	108,094
River terminals
Segments of business
Total revenue	15,452	14,425	14,466
Operating costs and expenses	(6,896)	(6,777)	(6,681)
Net margins	8,556	7,648	7,785
Capital expenditures	2,393	3,848	1,963
Identifiable assets	41,728	44,783
Southeast Terminals
Segments of business
Total revenue	74,828	68,896	69,849
Operating costs and expenses	(29,180)	(26,475)	(25,754)
Net margins	45,648	42,421	44,095
Capital expenditures	11,601	17,424	10,310
Identifiable assets	217,630	230,490
West Coast terminals
Segments of business
Total revenue	480,961	437,718	452,311
Operating costs and expenses	(39,197)	(36,721)	(34,794)
Net margins	85,577	80,481	70,215
Cost of product sales	(356,187)	(320,516)	(347,302)
Costs and expenses	(395,384)	(357,237)	(382,096)
Capital expenditures	22,282	21,302	24,017
Identifiable assets	431,829	442,868
Central Services
Segments of business
Total revenue	6,950	7,579	7,254
Operating costs and expenses	(17,964)	(18,483)	(15,761)
Net margins	(11,014)	(10,904)	(8,507)
Capital expenditures	1,348	1,459	788
Identifiable assets	10,565	10,509
Terminal revenue
Segments of business
Total revenue	323,581	312,259	305,370
Terminal revenue \| Gulf Coast Terminals
Segments of business
Total revenue	89,132	88,453	86,612
Terminal revenue \| Midwest Terminals
Segments of business
Total revenue	11,250	11,003	10,269
Terminal revenue \| Brownsville terminals
Segments of business
Total revenue	24,154	25,046	25,634
Terminal revenue \| River terminals
Segments of business
Total revenue	15,452	14,425	14,466
Terminal revenue \| Southeast Terminals
Segments of business
Total revenue	74,828	68,896	69,849
Terminal revenue \| West Coast terminals
Segments of business
Total revenue	101,815	96,857	91,286
Terminal revenue \| Central Services
Segments of business
Total revenue	6,950	7,579	7,254
Product sales
Segments of business
Total revenue	379,146	340,861	361,025
Product sales \| West Coast terminals
Segments of business
Total revenue	379,146	340,861	361,025
Terminaling services fees
Segments of business
Total revenue	309,668	297,434	290,950
Terminaling services fees \| Gulf Coast Terminals
Segments of business
Total revenue	89,051	88,380	86,549
Terminaling services fees \| Midwest Terminals
Segments of business
Total revenue	11,250	11,003	10,269
Terminaling services fees \| Brownsville terminals
Segments of business
Total revenue	18,244	18,982	19,723
Terminaling services fees \| River terminals
Segments of business
Total revenue	15,452	14,425	14,466
Terminaling services fees \| Southeast Terminals
Segments of business
Total revenue	73,862	67,831	68,699
Terminaling services fees \| West Coast terminals
Segments of business
Total revenue	101,809	96,813	91,244
Management fees
Segments of business
Total revenue	13,913	14,825	14,420
Management fees \| Gulf Coast Terminals
Segments of business
Total revenue	81	73	63
Management fees \| Brownsville terminals
Segments of business
Total revenue	5,910	6,064	5,911
Management fees \| Southeast Terminals
Segments of business
Total revenue	966	1,065	1,150
Management fees \| West Coast terminals
Segments of business
Total revenue	6	44	42
Management fees \| Central Services
Segments of business
Total revenue	$ 6,950	$ 7,579	$ 7,254

Consolidated statements of operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Revenue:
Total revenue	$ 702,727	$ 653,120	$ 666,395
Costs and expenses:
Cost of product sales	(356,187)	(320,516)	(347,302)
Operating	(133,342)	(124,697)	(118,636)
General and administrative	(30,160)	(28,932)	(29,462)
Insurance	(6,847)	(6,822)	(6,289)
Deferred compensation	(3,840)	(4,272)	(3,778)
Depreciation and amortization	(71,846)	(70,876)	(71,106)
Total costs and expenses	(602,222)	(556,115)	(576,573)
Earnings from unconsolidated affiliates	10,005	10,140	11,130
Operating income	110,510	107,145	100,952
Other expenses:
Interest expense	(93,769)	(100,035)	(52,250)
Deferred debt issuance costs	(6,659)	(4,164)	(6,753)
Total other expenses	(100,428)	(104,199)	(59,003)
Net earnings	10,082	2,946	41,949
Terminal revenue
Revenue:
Total revenue	323,581	312,259	305,370
Product sales
Revenue:
Total revenue	$ 379,146	$ 340,861	$ 361,025

OTHER ASSETS, NET

12 Months Ended

Dec. 31, 2024

OTHER ASSETS, NET

OTHER ASSETS, NET

(9) OTHER ASSETS, NET

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


	December 31,		December 31,
	2024		2023
Customer relationships, net of accumulated amortization of $24,498 and $21,303, respectively	$	41,032	$	44,227
Unrealized gain on interest rate swap agreements		14,633		13,027
Olympic Pipeline Company member loan		9,000		—
Deposits and other assets		697		1,124
	$	65,362	$	58,378

Customer relationships. Other assets, net include certain customer relationships at our West Coast terminals. These customer relationships are being amortized on a straight-line basis over approximately ten to twenty years. Amortizable intangible assets are only evaluated for impairment upon a significant change in the operating environment. If an evaluation of the undiscounted cash flows indicates impairment, the asset is written down to its estimated fair value, which is generally based on discounted future cash flows. We have not taken an impairment on customer relationships in the years presented. Expected future amortization expense for the customer relationships as of December 31, 2024 is as follows (in thousands):


	Years ending December 31,
	2025		2026		2027		2028		2029		Thereafter
Amortization expense	$	3,195	$	3,195	$	3,195	$	3,177	$	3,085	$	25,185

Olympic Pipeline Company member loan. We are party to a member loan with Olympic Pipeline Company with a total borrowing capacity of $35 million due December 31, 2027. We are responsible for our proportionate share of 30% of the loan. At December 31, 2024 and 2023, the total outstanding borrowings under the Olympic Pipeline Company member loan were $30.0 million and $nil, respectively. Accordingly, we have recorded a loan receivable of approximately $9.0 million and $nil, respectively, representing our proportionate share of the outstanding borrowings. Olympic Pipeline Company used the proceeds from the member loan to fund a remediation project in 2024. We expect the loan to be repaid when Olympic Pipeline Company receives reimbursement from their insurance company for the remediation project.

Cybersecurity Risk Management and Strategy Disclosure	12 Months Ended
Cybersecurity Risk Management and Strategy Disclosure	Dec. 31, 2024
Cybersecurity Risk Management Strategy And Governance [Abstract]
Cybersecurity Risk Management Processes For Assessing Identifying And Managing Threats [Text Block]	We have developed and implemented a cybersecurity framework intended to identify, assess, monitor and manage risks from cybersecurity threats to the security of our information, systems and network using a risk-based approach. Our framework is informed in part by the National Institute of Standards and Technology (NIST) Cybersecurity Framework, although our framework takes into account the particulars of our business and our diverse network of terminal operations and therefore does not meet all the technical standards, specifications or requirements under the NIST. Additionally, the Company follows IT General Controls that were implemented to adhere to Sarbanes-Oxley internal controls. We contract with external firms to assess the Company’s cybersecurity framework. In connection therewith, such firms conduct cybersecurity risk assessments, cybersecurity incident response, provide internal and external penetration testing and ongoing training to our Cybersecurity Group. The Company maintains a cybersecurity insurance policy. Additionally, we use processes to oversee and identify material risks from cybersecurity threats associated with our use of third-party technology and systems and third-party service providers. As part of our risk management process, we conduct application security assessments, vulnerability management, penetration testing, security audits, and ongoing risk assessments. The Company maintains a variety of incident response plans that would be deployed in the event that a cybersecurity incident were detected. We require all of our employees to undertake data protection and cybersecurity training and compliance programs on an annual basis, which are administered and tracked through online learning modules. Our critical business systems are fully redundant and backed up at separate locations. Separate business and SCADA networks allow for isolation of potential threats and enhance the security of these systems. We maintain a dedicated SCADA department, staffed around the clock, to evaluate and respond to significant events and incidents that may impact our pipeline operations. Anti-virus solutions are deployed on our SCADA systems and workstations in our data centers and control centers.
Cybersecurity Risk Management Processes Integrated [Flag]	true
Cybersecurity Risk Management Processes Integrated [Text Block]	We have developed and implemented a cybersecurity framework intended to identify, assess, monitor and manage risks from cybersecurity threats to the security of our information, systems and network using a risk-based approach. Our framework is informed in part by the National Institute of Standards and Technology (NIST) Cybersecurity Framework, although our framework takes into account the particulars of our business and our diverse network of terminal operations and therefore does not meet all the technical standards, specifications or requirements under the NIST. Additionally, the Company follows IT General Controls that were implemented to adhere to Sarbanes-Oxley internal controls. We contract with external firms to assess the Company’s cybersecurity framework. In connection therewith, such firms conduct cybersecurity risk assessments, cybersecurity incident response, provide internal and external penetration testing and ongoing training to our Cybersecurity Group. The Company maintains a cybersecurity insurance policy. Additionally, we use processes to oversee and identify material risks from cybersecurity threats associated with our use of third-party technology and systems and third-party service providers.
Cybersecurity Risk Management Third Party Engaged [Flag]	true
Cybersecurity Risk Third Party Oversight And Identification Processes [Flag]	true
Cybersecurity Risk Materially Affected Or Reasonably Likely To Materially Affect Registrant [Flag]	false
Cybersecurity Risk Board Of Directors Oversight [Text Block]	Our Cybersecurity Group oversees our policies and procedures for protecting our cybersecurity infrastructure and for compliance with applicable data protection and security regulations, and related risks
Cybersecurity Risk Role Of Management [Text Block]	Significant threats are reviewed by the Cybersecurity Group to determine whether further escalation is appropriate. Any cybersecurity threat or incident assessed as potentially being or potentially becoming material is immediately escalated for further assessment and reported to designated members of our executive management team; namely our Chief Financial Officer, Chief Operating Officer and General Counsel, who, in addition to the Director of IT Infrastructure, are responsible for overseeing and managing material risks from cybersecurity threats. Further, the Company provides an annual cybersecurity assessment to ArcLight.
Cybersecurity Risk Management Positions Or Committees Responsible [Flag]	true
Cybersecurity Risk Management Positions Or Committees Responsible [Text Block]	Chief Financial Officer, Chief Operating Officer and General Counsel, who, in addition to the Director of IT Infrastructure
Cybersecurity Risk Management Expertise Of Management Responsible [Text Block]	Our Director of IT Infrastructure, who has extensive cybersecurity knowledge, training and skills gained from over 30 years of work experience on cybersecurity and from technology leadership roles in the energy industry, heads the Cybersecurity Group responsible for implementing and maintaining our cybersecurity and data protection practices.
Cybersecurity Risk Process For Informing Management Or Committees Responsible [Text Block]	The Director of IT Infrastructure reports directly to our Chief Financial Officer.
Cybersecurity Risk Management Positions Or Committees Responsible Report To Board [Flag]	true

OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands	12 Months Ended
OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
OTHER CURRENT ASSETS
Unrealized gain on interest rate swap agreements	$ 4,448
Amounts due from insurance companies	3,770	$ 3,099
Prepaid insurance	2,869	2,093
Additive detergent	2,187	2,023
Prepaid inventory	678	3,831
Deposits and other assets	2,442	2,426
Other current assets	16,394	$ 13,472
Increase in estimated insurance recovery	$ 700

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Nature of business

TransMontaigne Partners LLC (“we,” “us,” “our,” “the Company”) provides integrated terminaling, storage, transportation and related services for companies engaged in the trading, distribution and marketing of light refined petroleum products, heavy refined petroleum products, renewable products, crude oil, chemicals, fertilizers and other liquid products. We conduct our operations in the United States along the Gulf Coast, in the Midwest, in Houston and Brownsville, Texas, along the Mississippi and Ohio rivers, in the Southeast and along the West Coast. In addition, we sell refined and renewable products to major fuel producers and marketers in the Pacific Northwest at our terminal in Tacoma, Washington.

Terminal Facilities sale agreements. On January 22, 2025, the Company announced that it had entered into separate agreements for the sale of our terminal facilities on Fisher Island Miami, Florida and in Fairfax, Virginia. Proceeds from the terminal sales will be used for repayment of certain term debt obligations.

The Fisher Island terminal has active capacity of approximately 700,000 barrels for the storage of marine fuels. The purchase price is approximately $180 million. The closing of the sale is expected to occur on or about June 20, 2025, subject to customary closing conditions. Following the closing, we will lease the terminal from the buyer to allow us to continue servicing our current customer agreements through approximately May 2027.

The Fairfax terminal has active capacity of approximately 500,000 barrels for the storage of gasoline, diesel, ethanol, and fuel additives. The purchase price is approximately $30.8 million. The closing of the sale is expected to occur on or about June 30, 2026, subject to certain rights for the Company to extend the closing date. The closing is subject to customary closing conditions.

(b) Basis of presentation and use of estimates

Our accounting and financial reporting policies conform to accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounts of TransMontaigne Partners LLC and its controlled subsidiaries. Investments where we do not have the ability to exercise control, but do have the ability to exercise significant influence, are accounted for using the equity method of accounting. All inter-company accounts and transactions have been eliminated in the preparation of the accompanying consolidated financial statements. The accompanying consolidated financial statements include all adjustments (consisting of normal and recurring accruals) considered necessary to present fairly our financial position as of December 31, 2024 and 2023 and our results of operations for the years ended December 31, 2024, 2023 and 2022.

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. In management’s opinion, the estimate of useful lives of our plant and equipment are subjective in nature, require the exercise of judgment and involve complex analyses. Changes in these estimates and assumptions will occur as a result of the passage of time and the occurrence of future events. Actual results could differ from these estimates.

(c) Accounting for terminal and pipeline operations

We generate revenue from terminaling services fees, management fees and product sales. Under Topic 606, Revenue from Contracts with Customers (“ASC 606”) and Topic 842, Leases and the series of related Accounting Standards Updates that followed (collectively referred to as “ASC 842”), we recognize revenue over time or at a point in time, depending on the nature of the performance obligations contained in the respective contract with our customer. The contract transaction price is allocated to each performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The following is an overview of our significant revenue streams, including a description of the respective performance obligations and related method of revenue recognition.

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

Our terminaling services agreements include revenue recognized in accordance with ASC 606 and ASC 842. At the time of contract inception, we evaluate each contract to determine whether the contract contains a lease. Significant assumptions used in this process include the determination of whether substantive substitution rights exist based on the terms of the contract and available capacity at the terminal at the time of contract inception. Our terminaling services agreements do not allow our customers to purchase the underlying asset and vary in terms and conditions with respect to extension or termination options. If a contract is accounted for as a lease under ASC 842, we recognize the minimum payments as lease revenue and revenue recognized in excess of firm commitments as a variable payment of the lease. All other components of the contracts accounted for as a lease are treated as non-lease components (ancillary revenue) and are accounted for in accordance with ASC 606. The majority of our firm commitments under our terminaling services agreements are accounted for as lease revenue in accordance with ASC 842. The remaining firm commitments under our terminaling services agreements not accounted for as lease revenue are accounted for in accordance with ASC 606, where the minimum payment arrangement in each contract is considered a single performance obligation that is primarily satisfied over time through the contract term.

Revenue recognized in excess of firm commitments and revenue recognized based solely on the volume of product distributed or injected are referred to as ancillary. The ancillary revenue associated with terminaling services include volumes of product throughput that exceed the contractually established minimum volumes, injection fees based on the volume of product injected with additive compounds, heating and mixing of stored products, product transfer, railcar handling, butane blending, proceeds from the sale of product gains, wharfage and vapor recovery. The revenue generated by these services is required to be estimated under ASC 606 for any uncertainty that is not resolved in the period of the service. We account for the majority of ancillary revenue at individual points in time when the services are delivered to the customer. The majority of our ancillary revenue is recognized in accordance with ASC 606 (See Note 15 of Notes to consolidated financial statements).

Management fees. We manage and operate certain tank capacity at our Port Everglades South terminal for a major oil company and receive a reimbursement of its proportionate share of operating and maintenance costs. We manage and operate Frontera and receive a management fee based on our costs incurred. We lease land under operating leases as the lessor or sublessor with third parties and affiliates. We manage and operate rail sites at certain Southeast terminals on behalf of a major oil company and receive reimbursement for operating and maintenance costs. We manage and operate SeaPort Midstream and receive a management fee based on our costs incurred. We also manage additional terminal facilities that are owned by affiliates of ArcLight, including Lucknow-Highspire Terminals, LLC, which

operates terminals throughout Pennsylvania encompassing approximately 9.9 million barrels of storage capacity and we receive a management fee based on our costs incurred.

Management fee revenue is recognized at individual points in time as the services are performed or as the costs are incurred and is primarily accounted for in accordance with ASC 606. Management fees related to lease revenue are accounted for in accordance with ASC 842.

Product sales. Our product sales revenue refers to the sale of refined and renewable products at our terminal in Tacoma, Washington. Product sales revenue pricing is contractually specified, and we have determined that each transaction represents a separate performance obligation. Product sales revenue is recognized at a point in time when our customers take control and legal title of the commodities purchased. Product sales revenue is recorded gross of cost of product sales, which includes product supply and transportation costs, as we are responsible for fulfilling the promise in the sales contract and maintain inventory risk. Product sales revenue is accounted for in accordance with ASC 606.

(d) Cash and cash equivalents

We consider all short-term investments with a remaining maturity of three months or less at the date of purchase to be cash equivalents.

(e) Inventory

Inventory represents refined and renewable products held for resale and are recorded at the lower of cost or net realizable value. Cost is determined by using the average cost method. At December 31, 2024 and 2023, our inventory was approximately $9.9 million and $7.3 million, respectively. At December 31, 2024 and 2023, our refined products inventory was approximately $3.6 million and $2.5 million, respectively. At December 31, 2024 and 2023, our renewable products inventory was approximately $6.3 million and $4.8 million, respectively. We did not recognize any adjustments to the lower of cost or net realizable value during the years ended December 31, 2024 and 2023.

In 2021, the Washington legislature passed a low carbon fuel standard (the “Clean Fuel Standard” or “CFS”) that limits carbon in transportation fuels. The Clean Fuel Standard became effective January 1, 2023. As of January 1, 2023, we are required to purchase compliance credits or allowances to reduce emissions or reduce the amount of carbon in the transportation fuels we sell at our terminal in Tacoma, Washington. Fuels with a carbon intensity below the CFS generate compliance credits while fuels with a carbon intensity above the CFS generate deficits. We record our compliance credits net of deficits in inventory and recognize expense as cost of product sales when we transfer the compliance credit to our customers. To the extent we have not purchased enough compliance credits to satisfy our obligations as of the balance sheet date, we record a liability for our obligation to purchase the compliance credits in accrued liabilities and recognize the expense in cost of product sales when we satisfy the compliance obligation.

(f) Property, plant and equipment

Depreciation is computed using the straight-line method. Estimated useful lives are 15 to 25 years for terminals and pipelines and 3 to 25 years for furniture, fixtures and equipment. All items of property, plant and equipment are carried at cost. Expenditures that increase capacity or extend useful lives are capitalized. Repairs and maintenance are expensed as incurred.

We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable based on expected undiscounted future cash flows attributable to that asset group. If an asset group is impaired, the impairment loss to be recognized is the excess of the carrying amount of the asset group over its estimated fair value. We did not recognize any impairment charges for each of the years ended December 31, 2024, 2023 and 2022.

(g) Investments in unconsolidated affiliates

We account for our investments in unconsolidated affiliates, which we do not control but do have the ability to exercise significant influence over, using the equity method of accounting. Under this method, the investment is recorded at acquisition cost, increased by our proportionate share of any earnings and additional capital contributions and decreased by our proportionate share of any losses, distributions received and amortization of any excess investment. Excess investment is the amount by which our total investment exceeds our proportionate share of the book value of the net assets of the investment entity. We evaluate our investments in unconsolidated affiliates for impairment whenever events or circumstances indicate there is a loss in value of the investment that is other than temporary. In the event of impairment, we would record a charge to earnings to adjust the carrying amount to estimated fair value. We did not recognize any impairment charges for each of the years ended December 31, 2024, 2023 and 2022.

(h) Environmental obligations

We accrue for environmental costs that relate to existing conditions caused by past operations when probable and reasonably estimable (see Note 10 of Notes to consolidated financial statements). Environmental costs include initial site surveys and environmental studies of potentially contaminated sites, costs for remediation and restoration of sites determined to be contaminated and ongoing monitoring costs, as well as fines, damages and other costs, including direct legal costs. Liabilities for environmental costs at a specific site are initially recorded, on an undiscounted basis, when it is probable that we will be liable for such costs, and a reasonable estimate of the associated costs can be made based on available information. Such an estimate includes our share of the liability for each specific site and the sharing of the amounts related to each site that will not be paid by other potentially responsible parties, based on enacted laws and adopted regulations and policies. Adjustments to initial estimates are recorded, from time to time, to reflect changing circumstances and estimates based upon additional information developed in subsequent periods. Estimates of our ultimate liabilities associated with environmental costs are difficult to make with certainty due to the number of variables involved, including the early stage of investigation at certain sites, the lengthy time frames required to complete remediation, technology changes, alternatives available and the evolving nature of environmental laws and regulations. We periodically file claims for insurance recoveries of certain environmental remediation costs with our insurance carriers under our comprehensive liability policies (see Note 4 of Notes to consolidated financial statements).

In connection with our acquisition of the Florida, Midwest, Brownsville, Texas, River and Southeast terminals and facilities, a third party agreed to indemnify us against certain potential environmental claims, losses and expenses. Based on our current knowledge, we expect that the active remediation projects subject to the benefit of this indemnification obligation are winding down and will not involve material additional claims, losses, and expenses.

(i) Asset retirement obligations

Asset retirement obligations are legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development or normal use of the asset. GAAP requires that the fair value of a liability related to the retirement of long-lived assets be recorded at the time a legal obligation is incurred. Once an asset retirement obligation is identified and a liability is recorded, a corresponding asset is recorded, which is depreciated over the remaining useful life of the asset. After the initial measurement, the liability is adjusted to reflect changes in the asset retirement obligation. If and when it is determined that a legal obligation has been incurred, the fair value of any liability is determined based on estimates and assumptions related to retirement costs, future inflation rates and interest rates. Our long-lived assets consist of above-ground storage facilities and underground pipelines. We are unable to predict if and when these long-lived assets will become completely obsolete and require dismantlement. We have not recorded an asset retirement obligation, or corresponding asset, because the future dismantlement and removal dates of our long-lived assets is indeterminable and the amount of any associated costs are believed to be insignificant. Changes in our assumptions and estimates may occur as a result of the passage of time and the occurrence of future events.

(j) Accounting for derivative instruments

Generally accepted accounting principles require us to recognize all derivative instruments at fair value in the consolidated balance sheets as assets or liabilities. Changes in the fair value of our derivative instruments are recognized in the consolidated statements of operations. At December 31, 2024 and 2023, our derivative instruments were limited to interest rate swap agreements. The fair value of our interest rate swap agreements are determined using a pricing model based on applicable swap rates and other observable market data. At December 31, 2024 and 2023, the fair value of our interest rate swap agreements was approximately $19.1 million and $13.0 million, respectively (See Notes 4 and 9 of Notes to consolidated financial statements).

Pursuant to the terms of the interest rate swap agreements, we pay a blended fixed rate and receive interest payments based on the one-month London Interbank Offered Rate (“LIBOR”) through July 17, 2023, and on the one-month Term Secured Overnight Financing Rate (“SOFR”) or Overnight Indexed Swap (“OIS”) compound SOFR for periods after July 17, 2023. The net difference to be paid or received under the interest rate swap agreements will be settled monthly and recognized as an adjustment to interest expense. For the years ended December 31, 2024, 2023 and 2022, we recognized an unrealized gain (loss) on interest rate swap agreements of approximately $6.1 million, ($2.9) million and $16.0 million, respectively.

Our interest rate swap agreements were as follows (in thousands, except blended fixed rate):


		Aggregate	Blended
Interest rate swap agreement term		notional amount	fixed rate
July 18, 2023 - August 18, 2025	$	500,000	2.87	%
August 18, 2023 - August 18, 2026	$	280,000	3.52	%
August 18, 2025 - August 18, 2026	$	500,000	3.31	%
August 18, 2026 - August 18, 2028	$	700,000	3.24	%

(k) Income taxes

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

(l) Comprehensive income

Entities that report items of other comprehensive income have the option to present the components of net earnings and comprehensive income in either one continuous financial statement, or two consecutive financial statements. As we have no components of comprehensive income other than net earnings, no statement of comprehensive income has been presented.

(m) Recent accounting pronouncements

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform—Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. This guidance was effective prospectively upon issuance through December 31, 2022. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848), Deferral of the Sunset Date of Topic 848, which defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. We adopted ASU 2020-04 in this annual report for the year ended December 31, 2024 and it did not have a material impact on our financial position, results of operations or cash flows.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures, which requires disaggregated disclosure of significant segment expenses and other amounts included within the reported measure of segment profit or loss for each reportable segment on an annual and interim basis. The guidance is effective retrospectively for annual periods beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted. We adopted ASU 2023-07 in this annual report for the year ended December 31, 2024 and it did not have a material impact on our financial position, results of operations or cash flows.

In March 2024, the Securities and Exchange Commission (SEC) issued final climate-related disclosure rules under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors. Subject to certain exemptions, the rules will require annual disclosure of material greenhouse gas emissions as well as disclosure of governance, risk management and strategy related to material climate-related risks. In addition, the rules require (i) financial statement impacts of severe weather events and other natural conditions; (ii) a roll forward of carbon offset and renewable energy credit balances if material to the Company’s plan to achieve climate-related targets or goals; and (iii) material impacts on estimates and assumptions in the financial statements. The disclosure requirements will begin phasing in for annual periods beginning with the calendar year 2027. The rule is currently stayed pending resolution of various legal challenges. We are currently evaluating the final rules to determine its impact on our consolidated financial statements once the final implementation timeline is concluded.

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement, which is intended to improve the disclosure about certain operating expenses primarily through enhanced disclosure of cost of sales and selling, general and administrative expenses. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The guidance can be applied on either a prospective or a retrospective basis at our election. We are currently evaluating the impact the guidance will have on our consolidated financial statements and our plan for adoption.

ACCRUED LIABILITIES

12 Months Ended

Dec. 31, 2024

ACCRUED LIABILITIES

ACCRUED LIABILITIES

(10) ACCRUED LIABILITIES

Accrued liabilities are as follows (in thousands):


	December 31,		December 31,
	2024		2023
Accrued compensation expense	$	14,823	$	14,375
Customer advances and deposits		13,464		11,315
Interest payable		6,617		7,070
Accrued property taxes		5,515		4,619
Accrued environmental obligations		762		909
Accrued Washington State emissions allowances		616		524
Accrued expenses and other		2,426		2,898
	$	44,223	$	41,710

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

Customer advances and deposits. Customer advances and deposits represents payments received for terminaling services in advance of the terminaling services being provided.

Accrued environmental obligations. At December 31, 2024 and 2023, we have accrued environmental obligations of approximately $0.8 million and $0.9 million, respectively, representing our best estimate of our remediation obligations. During the year ended December 31, 2024, we made payments of approximately $0.1 million. Changes in our estimates of our future environmental remediation obligations may occur as a result of the passage of time and the occurrence of future events.

The following table presents a roll forward of our accrued environmental obligations (in thousands):


	Balance at				Increase		Balance at
	beginning				(decrease)		end of
	of period		Payments		in estimate		period
2024	$	909	$	(142)	$	(5)	$	762
2023	$	1,363	$	(333)	$	(121)	$	909
2022	$	1,812	$	(1,188)	$	739	$	1,363

Accrued Washington State emissions allowances. The Washington State Climate Commitment Act (“CCA”), implemented January 1, 2023, was designed to reduce greenhouse gas emissions. Rules implementing the CCA by the Washington Department of Ecology set a cap on greenhouse gas emissions, provide mechanisms for the sale and tracking of tradable emissions allowances, and establish additional compliance and accountability measures. Accrued Washington State emissions allowances represent our obligation under the CCA to obtain emissions allowances for certain products sold at the truck rack at our Tacoma, Washington terminal. We record the emissions allowance obligation at market value, net of allowances purchased and record the associated expense as cost of product sales when certain products are sold at the truck rack at our Tacoma, Washington terminal.

REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables)

12 Months Ended

Dec. 31, 2024

REVENUE FROM CONTRACTS WITH CUSTOMERS

Revenue disaggregated by category (in thousands)

The following table provides details of our revenue disaggregated by category of revenue (in thousands):


	Year ended		Year ended		Year ended
	December 31,		December 31,		December 31,
	2024		2023		2022
Terminaling services fees:
Firm commitments (ASC 842 revenue)	$	194,889	$	186,862	$	183,595
Firm commitments (ASC 606 revenue)		46,714		42,390		39,040
Total firm commitments revenue		241,603		229,252		222,635
Ancillary revenue (ASC 606 revenue)		66,060		65,549		66,285
Ancillary revenue (ASC 842 revenue)		2,005		2,633		2,030
Total ancillary revenue		68,065		68,182		68,315
Total terminaling services fees		309,668		297,434		290,950
Management fees (ASC 606 revenue)		12,562		13,328		12,932
Management fees (ASC 842 revenue)		1,351		1,497		1,488
Total management fees		13,913		14,825		14,420
Product sales (ASC 606 revenue)		379,146		340,861		361,025
Total revenue	$	702,727	$	653,120	$	666,395

Schedule of estimated future ASC 606 revenue by segment (in thousands)

The following table includes our estimated future revenue associated with our firm commitments under terminaling services fees which is expected to be recognized as ASC 606 revenue in the specified period related to our future performance obligations as of the end of the reporting period (in thousands):

Estimated Future ASC 606 Revenue by Segment


	Gulf Coast		Midwest		Brownsville		River		Southeast		West Coast		Central
	Terminals		Terminals		Terminals		Terminals		Terminals		Terminals		Services		Total
2025	$	2,572	$	620	$	2,359	$	—	$	10,026	$	20,817	$	—	$	36,394
2026		2,247		40		393		—		10,026		11,614		—		24,320
2027		1,427		—		—		—		6,128		1,351		—		8,906
2028		—		—		—		—		—		—		—		—
2029		—		—		—		—		—		—		—		—
Thereafter		—		—		—		—		—		—		—		—
Total estimated future ASC 606 revenue	$	6,246	$	660	$	2,752	$	—	$	26,180	$	33,782	$	—	$	69,620

Schedule of estimated future ASC 842 revenue (in thousands)

The following table includes our estimated future revenue associated with our firm commitments under terminaling services fees which is expected to be recognized as ASC 842 revenue in the specified period (in thousands):


Years ending December 31:
2025	$	189,533
2026		113,640
2027		48,890
2028		19,973
2029		10,577
Thereafter		17,103
Total estimated future ASC 842 revenue	$	399,716

Schedule of trade accounts receivable

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


	Contracts under
	ASC 606		ASC 842			Total
Trade accounts receivable at December 31, 2023	$	21,008	$	8,683	$	29,691
Trade accounts receivable at December 31, 2024	$	17,144	$	7,219	$	24,363

Schedule of changes in contract liabilities

The following table presents our contract liabilities resulting from contracts with customers (in thousands):


	Contracts under
	ASC 606		ASC 842		Total
Contract liabilities at December 31, 2023	$	1,519	$	10,398	$	11,917
Contract liabilities at December 31, 2024	$	1,266	$	12,608	$	13,874

CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE (Tables)

12 Months Ended

Dec. 31, 2024

CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE

Schedule of trade accounts receivable (in thousands)

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


	December 31,		December 31,
	2024		2023
Trade accounts receivable	$	24,363	$	29,691

Schedule of customers accounting for at least 10% of consolidated revenue


	Year ended		Year ended		Year ended
	December 31,		December 31,		December 31,
	2024		2023		2022
Customer A	25	%	14	%	—	%
Customer B	1	%	4	%	13	%

COMMITMENTS AND CONTINGENCIES - Lease cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
COMMITMENTS AND CONTINGENCIES
Operating leases	$ 5,284	$ 5,743	$ 5,573
Variable lease costs (including insignificant short-term leases)	1,669	1,548	1,627
Sublease income as primary obligor	(1,012)	(1,102)	(1,080)
Total lease costs	$ 5,941	$ 6,189	$ 6,120

PROPERTY, PLANT AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Property, plant and equipment, net
Property, plant and equipment, gross	$ 1,580,604	$ 1,536,198
Less accumulated depreciation	(772,330)	(704,527)
Property, plant and equipment, net	808,274	831,671
Utilized by customers in operating lease arrangements
Property, plant and equipment, net
Property, plant and equipment, net	560,900	571,300
Land
Property, plant and equipment, net
Property, plant and equipment, gross	96,880	104,017
Terminals, pipelines and equipment
Property, plant and equipment, net
Property, plant and equipment, gross	1,446,804	1,385,923
Furniture, fixtures and equipment
Property, plant and equipment, net
Property, plant and equipment, gross	20,840	19,619
Construction in progress
Property, plant and equipment, net
Property, plant and equipment, gross	$ 16,080	$ 26,639

TRANSACTIONS WITH AFFILIATES - Agreements (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($) bbl	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Transactions with affiliates
Expense related to agreement	$ 133,342	$ 124,697	$ 118,636
Revenue	702,727	653,120	666,395
Central Services
Transactions with affiliates
Expense related to agreement	17,964	18,483	15,761
Revenue	$ 6,950	$ 7,579	7,254
Frontera
Transactions with affiliates
Ownership interest in joint venture (as a percent)	50.00%	50.00%
SeaPort Midstream
Transactions with affiliates
Ownership interest in joint venture (as a percent)	51.00%	51.00%
Operations and reimbursement agreement-Frontera \| Frontera
Transactions with affiliates
Ownership interest in joint venture (as a percent)	50.00%
Operations and reimbursement agreement-Frontera \| Frontera
Transactions with affiliates
Revenue recognized	$ 5,900	$ 6,100	5,900
March and April 2025 terminaling services agreement-Brownsville LLC \| Frontera \| Brownsville terminals
Transactions with affiliates
Storage capacity agreed to be provided (in barrels) \| bbl	181,000
Revenue	$ 1,600	1,900	1,800
Terminaling Services Agreement related to Gulf Coast Terminals \| Associated Asphalt Marketing, LLC \| Gulf Coast Terminals
Transactions with affiliates
Storage capacity agreed to be provided (in barrels) \| bbl	750,000
Automatic renewal periods	2 years
Revenue	$ 0	8,900	10,000
Terminaling Services Agreement related to Gulf Coast Terminals \| Associated Asphalt Marketing, LLC \| Gulf Coast Terminals \| Automatic renewals following initial automatic renewal
Transactions with affiliates
Notice period for termination of service agreement	180 days
Operating and administrative agreement SeaPort Midstream Partners, LLC \| SeaPort Midstream \| Central Services
Transactions with affiliates
Ownership interest in joint venture (as a percent)	51.00%
Operating and administrative agreement SeaPort Midstream Partners, LLC \| SeaPort Midstream \| Central Services
Transactions with affiliates
Revenue recognized	$ 4,200	4,300	3,900
Automatic renewal periods	2 years
Notice period for termination of service agreement	12 months
Terminaling services agreement- SeaPort Midstream Partners, LLC \| SeaPort Midstream
Transactions with affiliates
Storage capacity agreed to be provided (in barrels) \| bbl	14,000
Terminaling services agreement- SeaPort Midstream Partners, LLC \| SeaPort Midstream \| SeaPort Midstream
Transactions with affiliates
Expense related to agreement	$ 0	100	400
Reimbursement agreement \| ArcLight \| Central Services
Transactions with affiliates
Revenue recognized	$ 2,800	3,300	3,400
Services Agreement \| TMC
Transactions with affiliates
Administration fee (in Percentage)	1.00%
Aggregate fees paid	$ 2,600	$ 2,500	$ 2,500

CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE - Customer (Details) - Consolidated revenue - Customer concentration	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Customer A
Concentration of credit risk and trade accounts receivable
Percentage of total revenue generated by major customer	25.00%	14.00%
Customer B
Concentration of credit risk and trade accounts receivable
Percentage of total revenue generated by major customer	1.00%	4.00%	13.00%

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ 10,082	$ 2,946	$ 41,949

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-8

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
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+ Details

SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands		12 Months Ended
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands	Feb. 21, 2025	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Jan. 21, 2025
SUBSEQUENT EVENTS
Distributions to TLP Finance Holdings, LLC for debt services		$ 88,397	$ 113,876	$ 34,797
Subsequent Event
SUBSEQUENT EVENTS
Distributions to TLP Finance Holdings, LLC for debt services	$ 170,700
Subsequent Event \| Senior Unsecured Notes, Due 2030
SUBSEQUENT EVENTS
Aggregate principal amount	$ 500,000
Interest (as a percent)	8.50%				8.50%
Issue price	100.00%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of business

(a) Nature of business

Basis of presentation and use of estimates

(b) Basis of presentation and use of estimates

Accounting for terminal and pipeline operations

(c) Accounting for terminal and pipeline operations

operates terminals throughout Pennsylvania encompassing approximately 9.9 million barrels of storage capacity and we receive a management fee based on our costs incurred.

Cash and cash equivalents

(d) Cash and cash equivalents

We consider all short-term investments with a remaining maturity of three months or less at the date of purchase to be cash equivalents.

Inventory

(e) Inventory

Property, plant and equipment

(f) Property, plant and equipment

Investments in unconsolidated affiliates

(g) Investments in unconsolidated affiliates

Environmental obligations

(h) Environmental obligations

Asset retirement obligations

(i) Asset retirement obligations

Accounting for derivative instruments

(j) Accounting for derivative instruments

Our interest rate swap agreements were as follows (in thousands, except blended fixed rate):


		Aggregate	Blended
Interest rate swap agreement term		notional amount	fixed rate
July 18, 2023 - August 18, 2025	$	500,000	2.87	%
August 18, 2023 - August 18, 2026	$	280,000	3.52	%
August 18, 2025 - August 18, 2026	$	500,000	3.31	%
August 18, 2026 - August 18, 2028	$	700,000	3.24	%

Income taxes

(k) Income taxes

Comprehensive income

(l) Comprehensive income

Recent accounting pronouncements

(m) Recent accounting pronouncements

ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands	12 Months Ended
ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
ACCRUED LIABILITIES
Accrued compensation expense	$ 14,823	$ 14,375
Customer advances and deposits	13,464	11,315
Interest payable	6,617	7,070
Accrued property taxes	5,515	4,619
Accrued environmental obligations	762	909
Accrued Washington State emissions allowances	616	524
Accrued expenses and other	2,426	2,898
Accrued liabilities	44,223	41,710
Reimbursements from insurance companies	100
Accrued environmental obligations
Balance at beginning of period	$ 909	$ 1,363	$ 1,812
Environmental Loss Contingency, Statement of Financial Position [Extensible Enumeration]	Accrued liabilities	Accrued liabilities	Accrued liabilities
Payments	$ (142)	$ (333)	$ (1,188)
Increase (decrease) in estimate	(5)	(121)	739
Balance at end of period	$ 762	$ 909	$ 1,363

COMMITMENTS AND CONTINGENCIES - Undiscounted Cash Flows Owed (Details) $ in Thousands	Dec. 31, 2024 USD ($)
COMMITMENTS AND CONTINGENCIES
2025	$ 4,013
2026	4,093
2027	4,485
2028	4,038
2029	3,441
Thereafter	67,348
Total lease payments	87,418
Less imputed interest	(37,432)
Present value of operating lease liabilities	49,986
Contractual commitments for supply of services, labor and materials	$ 25,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Derivatives, Taxes and Earnings (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Accounting for derivative instruments
Unrealized gain (loss) on derivates	$ 6,100	$ (2,900)	$ 16,000
Income taxes
Provision for U.S. federal income taxes	0	0	$ 0
Interest Rate Swap
Accounting for derivative instruments
Derivative fair value	19,100	$ 13,000
July 18, 2023 - August 18, 2025
Accounting for derivative instruments
Aggregate notional amount	$ 500,000
Blended fixed rate (as a percent)	2.87%
August 18, 2023 - August 18, 2026
Accounting for derivative instruments
Aggregate notional amount	$ 280,000
Blended fixed rate (as a percent)	3.52%
August 18, 2025 - August 18, 2026
Accounting for derivative instruments
Aggregate notional amount	$ 500,000
Blended fixed rate (as a percent)	3.31%
August 18, 2026 - August 18, 2028
Accounting for derivative instruments
Aggregate notional amount	$ 700,000
Blended fixed rate (as a percent)	3.24%

OTHER ASSETS, NET (Details) - USD ($) $ in Thousands	12 Months Ended
OTHER ASSETS, NET (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Customer relationships, net of accumulated amortization of $24,498 and $21,303, respectively	$ 41,032	$ 44,227
Unrealized gain on interest rate swap agreements	14,633	13,027
Olympic Pipeline Company member loan	9,000
Deposits and other assets	697	1,124
Other assets, net	65,362	58,378
Accumulated amortization of customer relationships	24,498	21,303
Total outstanding borrowings	1,407,908	1,339,280
Amortization expense for customer relationships
2025	3,195
2026	3,195
2027	3,195
2028	3,177
2029	3,085
Thereafter	25,185
Member loan related to Olympic Pipeline Company \| Olympic Pipeline Company
Total borrowing capacity	$ 35,000
Proportionate share	30.00%
Olympic Pipeline Company member loan	$ 9,000	0
Minimum
Amortization period of customer relationships	10 years
Maximum
Amortization period of customer relationships	20 years
Olympic Pipeline Company \| Member loan related to Olympic Pipeline Company
Total outstanding borrowings	$ 30,000	$ 0

INVESTMENTS IN UNCONSOLIDATED AFFILIATES

12 Months Ended

Dec. 31, 2024

INVESTMENTS IN UNCONSOLIDATED AFFILIATES

INVESTMENTS IN UNCONSOLIDATED AFFILIATES

(8) INVESTMENTS IN UNCONSOLIDATED AFFILIATES

At December 31, 2024 and 2023, our investments in unconsolidated affiliates include a 42.5% Class A ownership interest in Battleground Oil Specialty Terminal Company LLC (“BOSTCO”), a 30% ownership interest in

Olympic Pipeline Company, LLC (“Olympic Pipeline Company”), a 51% ownership interest in SeaPort Midstream Partners, LLC (“SeaPort Midstream”), and a 50% ownership interest in Frontera. BOSTCO is a terminal facility located on the Houston Ship Channel that encompasses approximately 7.1 million barrels of distillate, residual and other black oil product storage. Class A and Class B ownership interests share in cash distributions on a 96.5% and 3.5% basis, respectively. Class B ownership interests do not have voting rights and are not required to make capital investments. Olympic Pipeline Company is a 400-mile interstate refined petroleum products pipeline system running from Blaine, Washington to Portland, Oregon and a refined and renewable products terminal in Bayview, Washington. SeaPort Midstream is two terminal facilities located in Seattle, Washington and Portland, Oregon that encompasses approximately 1.3 million barrels of refined and renewable product storage. Frontera is a terminal facility located in Brownsville, Texas that encompasses approximately 1.7 million barrels of light petroleum product storage, as well as related ancillary facilities.

The following table summarizes our investments in unconsolidated affiliates:


	Percentage of				Carrying value
	ownership				(in thousands)
	December 31,		December 31,		December 31,		December 31,
	2024		2023		2024		2023
BOSTCO	42.5	%	42.5	%	$	180,920	$	186,486
Olympic Pipeline Company	30	%	30	%		84,975		80,000
SeaPort Midstream	51	%	51	%		33,495		32,357
Frontera	50	%	50	%		18,002		21,267
Total investments in unconsolidated affiliates					$	317,392	$	320,110

At December 31, 2024 and 2023, our investment in BOSTCO includes approximately $5.7 million and $5.9 million, respectively, of excess investment related to a one time buy-in fee to acquire our 42.5% interest and capitalization of interest on our investment during the construction of BOSTCO amortized over the useful life of the assets. Excess investment is the amount by which our investment exceeds our proportionate share of the book value of the net assets of the BOSTCO entity.

At December 31, 2024 and 2023, our investment in Olympic Pipeline Company includes approximately $5.1 million and $5.4 million, respectively, of excess investment related to property, plant and equipment being amortized over the useful life of the assets and approximately $20.2 million of excess investment related to goodwill. Excess investment is the amount by which our investment exceeds our proportionate share of the book value of the net assets of the Olympic Pipeline Company entity.

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


	Year ended		Year ended		Year ended
	December 31,		December 31,		December 31,
	2024		2023		2022
BOSTCO	$	4,552	$	2,624	$	5,442
Olympic Pipeline Company		4,975		4,130		3,096
SeaPort Midstream		3,033		3,210		1,652
Frontera		(2,555)		176		940
Total earnings from investments in unconsolidated affiliates	$	10,005	$	10,140	$	11,130

Additional capital investments in unconsolidated affiliates were as follows (in thousands):


	Year ended		Year ended		Year ended
	December 31,		December 31,		December 31,
	2024		2023		2022
BOSTCO	$	—	$	68	$	—
Olympic Pipeline Company		—		—		—
SeaPort Midstream		—		—		—
Frontera		—		500		—
Additional capital investments in unconsolidated affiliates	$	—	$	568	$	—

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


	Year ended		Year ended		Year ended
	December 31,		December 31,		December 31,
	2024		2023		2022
BOSTCO	$	10,118	$	11,976	$	9,973
Olympic Pipeline Company		—		2,064		6,103
SeaPort Midstream		1,895		1,641		—
Frontera		710		749		1,914
Cash distributions received from unconsolidated affiliates	$	12,723	$	16,430	$	17,990

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

Balance sheets:



	December 31,		December 31,
	2024		2023
Current assets	$	100,534	$	72,569
Long-term assets		754,457		768,413
Current liabilities		(69,826)		(54,977)
Long-term liabilities		(72,380)		(73,647)
Net assets	$	712,785	$	712,358

Statements of income:


	Year ended		Year ended		Year ended
	December 31,		December 31,		December 31,
	2024		2023		2022
Revenue	$	220,348	$	207,805	$	195,172
Expenses		(190,035)		(179,480)		(163,751)
Net income	$	30,313	$	28,325	$	31,421

DEFERRED COMPENSATION EXPENSE (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Additional disclosures
Deferred compensation expense	$ 3,840	$ 4,272	$ 3,778
TMC
Additional disclosures
Deferred compensation expense	$ 1,900	2,400	2,100
TMC \| Restricted phantom units
Additional disclosures
Vesting (as a percent)	50.00%
TMC \| Restricted phantom units \| Tranche One
Additional disclosures
Earlier vesting, age threshold (in years)	60 years
TMC \| Restricted phantom units \| Tranche Two
Additional disclosures
Earlier vesting, age threshold (in years)	55 years
Earlier vesting, length of service threshold (in years)	10 years
TMC \| Restricted phantom units \| Tranche Three
Additional disclosures
Earlier vesting, age threshold (in years)	50 years
Earlier vesting, length of service threshold (in years)	20 years
TMC \| Class B units
Additional disclosures
Deferred compensation expense	$ 1,900	$ 1,900	$ 1,700

Consolidated statements of cash flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net earnings	$ 10,082	$ 2,946	$ 41,949
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	71,846	70,876	71,106
Earnings from unconsolidated affiliates	(10,005)	(10,140)	(11,130)
Distributions from unconsolidated affiliates	12,723	16,430	17,990
Equity-based compensation	1,930	1,876	1,676
Amortization of deferred debt issuance costs	5,794	4,061	4,090
Amortization of deferred revenue	(192)	(618)	(2,114)
Unrealized (gain) loss on interest rate swap agreements	(6,054)	2,924	(15,951)
Other income (sale of land)			(488)
Changes in operating assets and liabilities:
Trade accounts receivable	5,328	15,251	(24,914)
Due from affiliates	1,011	588	(1,453)
Inventory	(2,643)	(614)	(1,312)
Other current assets	1,526	(3,386)	(3,667)
Right-of-use assets, operating leases	3,031	3,549	3,191
Other assets, net	427	(433)	579
Trade accounts payable	(2,088)	(9,608)	12,307
Accrued liabilities	2,513	(1,710)	5,669
Operating lease liabilities	(2,998)	(3,570)	(3,018)
Net cash provided by operating activities	92,231	88,422	94,510
Cash flows from investing activities:
Investments in unconsolidated affiliates		(568)
Olympic Pipeline Company member loan	(9,000)
Affiliate loan		1,259
Capital expenditures	(58,592)	(59,819)	(54,492)
Proceeds from sale of land		1,118
Net cash used in investing activities	(67,592)	(58,010)	(54,492)
Cash flows from financing activities:
Repayments of senior secured term loans	(11,151)	(10,000)	(10,000)
Proceeds from senior secured term loans	150,000
Borrowings under revolving credit facility	112,300	254,000	110,700
Repayments under revolving credit facility	(183,300)	(166,000)	(110,700)
Debt issuance costs	(3,469)		(737)
Contributions from parent entities			259
Distributions to TLP Finance Holdings, LLC for debt service	(88,397)	(113,876)	(34,797)
Net cash used in financing activities	(24,017)	(35,876)	(45,275)
Increase (decrease) in cash and cash equivalents	622	(5,464)	(5,257)
Cash and cash equivalents at beginning of period	7,552	13,016	18,273
Cash and cash equivalents at end of period	8,174	7,552	13,016
Supplemental disclosures of cash flow information:
Cash paid for interest	101,103	98,489	71,748
Property, plant and equipment acquired with accounts payable	2,875	9,065	5,439
Additions to right-of-use assets obtained from new operating lease liabilities	2,895	982	5,387
Non-cash contributions from parent entities	$ 1,930	$ 1,876	$ 1,935

INVESTMENTS IN UNCONSOLIDATED AFFILIATES (Details) $ in Thousands, bbl in Millions	12 Months Ended
	Dec. 31, 2024 USD ($) item bbl	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
INVESTMENTS IN UNCONSOLIDATED AFFILIATES
Carrying value of investments in unconsolidated affiliates	$ 317,392	$ 320,110
Earnings from investments in unconsolidated affiliates	10,005	10,140	$ 11,130
Additional capital investments in unconsolidated affiliates		568
Cash distributions received from unconsolidated affiliates	12,723	16,430	17,990
Balance sheets:
Current assets	68,221	61,236
Current liabilities	(69,217)	(74,870)
Statements of income:
Revenue	702,727	653,120	666,395
Net income	10,082	2,946	41,949
Unconsolidated Affiliates
Balance sheets:
Current assets	100,534	72,569
Long-term assets	754,457	768,413
Current liabilities	(69,826)	(54,977)
Long-term liabilities	(72,380)	(73,647)
Net assets	712,785	712,358
Statements of income:
Revenue	220,348	207,805	195,172
Expenses	(190,035)	(179,480)	(163,751)
Net income	$ 30,313	$ 28,325	31,421
BOSTCO
INVESTMENTS IN UNCONSOLIDATED AFFILIATES
Percentage of ownership	42.50%	42.50%
Carrying value of investments in unconsolidated affiliates	$ 180,920	$ 186,486
Storage capacity \| bbl	7.1
Excess investment	$ 5,700	5,900
Earnings from investments in unconsolidated affiliates	4,552	2,624	5,442
Additional capital investments in unconsolidated affiliates		68
Cash distributions received from unconsolidated affiliates	$ 10,118	$ 11,976	9,973
Olympic Pipeline Company
INVESTMENTS IN UNCONSOLIDATED AFFILIATES
Percentage of ownership	30.00%	30.00%
Carrying value of investments in unconsolidated affiliates	$ 84,975	$ 80,000
Number of miles \| item	400
Excess investment	$ 5,100	5,400
Earnings from investments in unconsolidated affiliates	4,975	4,130	3,096
Cash distributions received from unconsolidated affiliates		$ 2,064	6,103
Olympic Pipeline Company \| Goodwill
INVESTMENTS IN UNCONSOLIDATED AFFILIATES
Excess investment	$ 20,200
SeaPort Midstream
INVESTMENTS IN UNCONSOLIDATED AFFILIATES
Percentage of ownership	51.00%	51.00%
Carrying value of investments in unconsolidated affiliates	$ 33,495	$ 32,357
Storage capacity (in barrels) \| bbl	1.3
Earnings from investments in unconsolidated affiliates	$ 3,033	3,210	1,652
Cash distributions received from unconsolidated affiliates	$ 1,895	$ 1,641
Frontera
INVESTMENTS IN UNCONSOLIDATED AFFILIATES
Percentage of ownership	50.00%	50.00%
Carrying value of investments in unconsolidated affiliates	$ 18,002	$ 21,267
Storage capacity \| bbl	1.7
Earnings from investments in unconsolidated affiliates	$ (2,555)	176	940
Additional capital investments in unconsolidated affiliates		500
Cash distributions received from unconsolidated affiliates	$ 710	$ 749	$ 1,914
Class A Members \| BOSTCO
INVESTMENTS IN UNCONSOLIDATED AFFILIATES
Cash distributions, allocation percentage	96.50%
Class B units \| BOSTCO
INVESTMENTS IN UNCONSOLIDATED AFFILIATES
Cash distributions, allocation percentage	3.50%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Inventory	$ 9,902	$ 7,259
Refined products
Inventory	3,600	2,500
Renewable products
Inventory	$ 6,300	$ 4,800

LONG TERM DEBT (Details)						12 Months Ended
LONG TERM DEBT (Details)	Feb. 05, 2025 D	Oct. 28, 2024	Oct. 27, 2024	Nov. 17, 2021 USD ($)	Feb. 12, 2018 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Feb. 21, 2025 USD ($)	Jan. 21, 2025	Apr. 15, 2024 USD ($)
Long-term debt
Unamortized deferred debt issuance costs						$ (16,306,000)	$ (18,620,000)
Total debt						1,419,443,000	1,349,280,000
Current						(11,535,000)	(10,000,000)
Long-term debt						1,407,908,000	1,339,280,000
Amortization of deferred debt issuance costs						5,794,000	4,061,000	$ 4,090,000
TLP Finance Corp
Long-term debt
Amount of independent assets					$ 0
Amount of independent operations					0
TransMontaigne Partners LLC
Long-term debt
Amount of independent assets					0
Amount of independent operations					$ 0
TransMontaigne Operating Company L.P
Long-term debt
Ownership interest in subsidiary (as a percent)					100.00%
Senior secured term loan and senior notes
Long-term debt
Amortization of deferred debt issuance costs						4,700,000	4,100,000
Senior secured term loans outstanding
Long-term debt
Debt						1,118,849,000	980,000,000
Current						(11,535,000)	(10,000,000)
Debt issuance costs						900,000	0
Senior secured term loans outstanding \| Credit agreement
Long-term debt
Maximum borrowing capacity				$ 1,000,000,000
Debt amount											$ 150,000,000
Senior secured term loans outstanding \| SOFR
Long-term debt
Interest (as a percent)			0.11448%
Margin interest above reference rate (as a percent)			3.50%
Floor interest rate			0.50%
Senior secured term loans outstanding \| Base Rate
Long-term debt
Margin interest above reference rate (as a percent)			2.50%
6.125% senior notes due in 2026
Long-term debt
Debt						$ 299,900,000	$ 299,900,000
Interest (as a percent)					6.125%	6.125%	6.125%
Debt amount					$ 300,000,000
6.125% senior notes due in 2026 \| Subsequent Event
Long-term debt
Interest (as a percent)									6.125%
Senior Unsecured Notes, Due 2030 \| Subsequent Event
Long-term debt
Interest (as a percent)									8.50%	8.50%
Debt amount									$ 500,000,000
Issue price									100.00%
Revolving credit facility outstanding
Long-term debt
Debt						$ 17,000,000	$ 88,000,000
Amortization of deferred debt issuance costs						$ 1,100,000	$ 0
Revolving credit facility outstanding \| Subsequent Event
Long-term debt
Maturity date \| D	91
Revolving credit facility outstanding \| Credit agreement
Long-term debt
Debt amount				$ 150,000,000
Commitment fee on unused amount of commitments (as a percent)		0.50%
Revolving credit facility outstanding \| TLP Finance Corp \| Credit agreement
Long-term debt
Ownership interest in subsidiary (as a percent)				35.00%
Revolving credit facility outstanding \| SOFR
Long-term debt
Margin interest above reference rate (as a percent)		3.25%
Revolving credit facility outstanding \| SOFR \| Subsequent Event
Long-term debt
Margin interest above reference rate (as a percent)	3.00%
Revolving credit facility outstanding \| Base Rate
Long-term debt
Margin interest above reference rate (as a percent)		2.25%
Revolving credit facility outstanding \| Base Rate \| Subsequent Event
Long-term debt
Margin interest above reference rate (as a percent)	2.00%
Revolving credit facility outstanding \| Minimum \| Credit agreement
Long-term debt
Leverage ratio				1.0
Revolving credit facility outstanding \| Maximum \| Credit agreement
Long-term debt
Leverage ratio				1.1
Revolving credit facility outstanding \| Senior secured term loans outstanding \| Minimum \| Credit agreement
Long-term debt
Leverage ratio				1.00
Revolving credit facility outstanding \| Senior secured term loans outstanding \| Maximum \| Credit agreement
Long-term debt
Leverage ratio				6.75
Letter of Credit \| Credit agreement
Long-term debt
Debt amount				$ 35,000,000
Percentage of letter of credit fee		3.50%
Weighted average interest rate on borrowings (as a percent)						7.40%	7.50%	5.20%
Outstanding borrowings under letters of credit						$ 400,000	$ 400,000
Letter of Credit \| Minimum \| Credit agreement
Long-term debt
Percentage of fronting fee on letter of credit		0.125%

REVENUE FROM CONTRACTS WITH CUSTOMERS - Disaggregated (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Total revenue	$ 702,727	$ 653,120	$ 666,395
Firm commitments revenue
Disaggregation of Revenue [Line Items]
ASC 842 revenue	194,889	186,862	183,595
ASC 606 revenue	46,714	42,390	39,040
Total revenue	241,603	229,252	222,635
Ancillary revenue
Disaggregation of Revenue [Line Items]
ASC 842 revenue	2,005	2,633	2,030
ASC 606 revenue	66,060	65,549	66,285
Total revenue	68,065	68,182	68,315
Terminaling services fees
Disaggregation of Revenue [Line Items]
Total revenue	309,668	297,434	290,950
Product sales
Disaggregation of Revenue [Line Items]
ASC 606 revenue	379,146	340,861	361,025
Total revenue	379,146	340,861	361,025
Management fees
Disaggregation of Revenue [Line Items]
ASC 842 revenue	1,351	1,497	1,488
ASC 606 revenue	12,562	13,328	12,932
Total revenue	$ 13,913	$ 14,825	$ 14,420

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

+ Details

BUSINESS SEGMENTS (Tables)

12 Months Ended

Dec. 31, 2024

BUSINESS SEGMENTS

Schedule of information related to financial performance of business segments (in thousands)

The financial performance of our business segments is as follows (in thousands):


	Year ended		Year ended		Year ended
	December 31,		December 31,		December 31,
	2024		2023		2022
Gulf Coast Terminals:
Terminaling services fees	$	89,051	$	88,380	$	86,549
Management fees		81		73		63
Revenue		89,132		88,453		86,612
Operating costs and expenses		(26,279)		(24,426)		(23,550)
Net margins		62,853		64,027		63,062
Midwest Terminals:
Terminaling services fees		11,250		11,003		10,269
Revenue		11,250		11,003		10,269
Operating costs and expenses		(1,846)		(1,917)		(1,856)
Net margins		9,404		9,086		8,413
Brownsville Terminals:
Terminaling services fees		18,244		18,982		19,723
Management fees		5,910		6,064		5,911
Revenue		24,154		25,046		25,634
Operating costs and expenses		(11,980)		(9,898)		(10,240)
Net margins		12,174		15,148		15,394
River Terminals:
Terminaling services fees		15,452		14,425		14,466
Revenue		15,452		14,425		14,466
Operating costs and expenses		(6,896)		(6,777)		(6,681)
Net margins		8,556		7,648		7,785
Southeast Terminals:
Terminaling services fees		73,862		67,831		68,699
Management fees		966		1,065		1,150
Revenue		74,828		68,896		69,849
Operating costs and expenses		(29,180)		(26,475)		(25,754)
Net margins		45,648		42,421		44,095
West Coast Terminals:
Product sales		379,146		340,861		361,025
Terminaling services fees		101,809		96,813		91,244
Management fees		6		44		42
Revenue		480,961		437,718		452,311
Cost of product sales		(356,187)		(320,516)		(347,302)
Operating costs and expenses		(39,197)		(36,721)		(34,794)
Costs and expenses		(395,384)		(357,237)		(382,096)
Net margins		85,577		80,481		70,215
Central Services:
Management fees		6,950		7,579		7,254
Revenue		6,950		7,579		7,254
Operating costs and expenses		(17,964)		(18,483)		(15,761)
Net margins		(11,014)		(10,904)		(8,507)
Total net margins		213,198		207,907		200,457
General and administrative		(30,160)		(28,932)		(29,462)
Insurance		(6,847)		(6,822)		(6,289)
Deferred compensation		(3,840)		(4,272)		(3,778)
Depreciation and amortization		(71,846)		(70,876)		(71,106)
Earnings from unconsolidated affiliates		10,005		10,140		11,130
Operating income		110,510		107,145		100,952
Other expenses (interest and deferred debt issuance costs)		(100,428)		(104,199)		(59,003)
Net earnings	$	10,082	$	2,946	$	41,949

Schedule of supplemental information about consolidated business segments (in thousands)

Supplemental information about our business segments is summarized below (in thousands):


	Year ended December 31, 2024

	Gulf Coast		Midwest		Brownsville		River		Southeast		West Coast		Central
	Terminals		Terminals		Terminals		Terminals		Terminals		Terminals		Services		Total
Revenue:
Terminal revenue	$	89,132	$	11,250	$	24,154	$	15,452	$	74,828	$	101,815	$	6,950	$	323,581
Product sales		—		—		—		—		—		379,146		—		379,146
Total revenue	$	89,132	$	11,250	$	24,154	$	15,452	$	74,828	$	480,961	$	6,950	$	702,727
Capital expenditures	$	17,451	$	234	$	3,283	$	2,393	$	11,601	$	22,282	$	1,348	$	58,592
Identifiable assets	$	148,774	$	13,145	$	103,444	$	41,728	$	217,630	$	431,829	$	10,565	$	967,115
Cash and cash equivalents																8,174
Investments in unconsolidated affiliates																317,392
Unrealized gain on interest rate swap agreements																19,081
Other																14,088
Total assets															$	1,325,850


	Year ended December 31, 2023

	Gulf Coast		Midwest		Brownsville		River		Southeast		West Coast		Central
	Terminals		Terminals		Terminals		Terminals		Terminals		Terminals		Services		Total
Revenue:
Terminal revenue	$	88,453	$	11,003	$	25,046	$	14,425	$	68,896	$	96,857	$	7,579	$	312,259
Product sales		—		—		—		—		—		340,861		—		340,861
Total revenue	$	88,453	$	11,003	$	25,046	$	14,425	$	68,896	$	437,718	$	7,579	$	653,120
Capital expenditures	$	12,570	$	70	$	3,146	$	3,848	$	17,424	$	21,302	$	1,459	$	59,819
Identifiable assets	$	141,999	$	14,987	$	108,094	$	44,783	$	230,490	$	442,868	$	10,509	$	993,730
Cash and cash equivalents																7,552
Investments in unconsolidated affiliates																320,110
Unrealized gain on interest rate swap agreements																13,027
Other																3,713
Total assets															$	1,338,132


	Year ended December 31, 2022

	Gulf Coast		Midwest		Brownsville		River		Southeast		West Coast		Central
	Terminals		Terminals		Terminals		Terminals		Terminals		Terminals		Services		Total
Revenue:
Terminal revenue	$	86,612	$	10,269	$	25,634	$	14,466	$	69,849	$	91,286	$	7,254	$	305,370
Product sales		—		—		—		—		—		361,025		—		361,025
Total revenue	$	86,612	$	10,269	$	25,634	$	14,466	$	69,849	$	452,311	$	7,254	$	666,395
Capital expenditures	$	11,484	$	816	$	5,114	$	1,963	$	10,310	$	24,017	$	788	$	54,492

Consolidated balance sheets - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 8,174	$ 7,552
Trade accounts receivable	24,363	29,691
Due from affiliates	2,251	3,262
Inventory	9,902	7,259
Other current assets	16,394	13,472
Assets held for sale	7,137
Total current assets	68,221	61,236
Property, plant and equipment, net	808,274	831,671
Goodwill	18,586	18,586
Investments in unconsolidated affiliates	317,392	320,110
Right-of-use assets, operating leases	48,015	48,151
Other assets, net	65,362	58,378
TOTAL ASSETS	1,325,850	1,338,132
Current liabilities:
Trade accounts payable	11,089	19,367
Operating lease liabilities	2,370	3,793
Accrued liabilities	44,223	41,710
Current debt	11,535	10,000
Total current liabilities	69,217	74,870
Deferred revenue	410	602
Long-term operating lease liabilities	47,616	46,296
Long-term debt	1,407,908	1,339,280
Total liabilities	1,525,151	1,461,048
Commitments and contingencies (Note 13)
Equity:
Member interest	(199,301)	(122,916)
Total equity	(199,301)	(122,916)
TOTAL LIABILITIES AND EQUITY	$ 1,325,850	$ 1,338,132

Consolidated statements of equity - USD ($) $ in Thousands	Member interest	Total
Balance at Dec. 31, 2021	$ (22,949)	$ (22,949)
Increase (Decrease) in Partners' Capital
Contributions from parent entities	1,935	1,935
Distributions to TLP Finance Holdings, LLC for debt service	(34,797)	(34,797)
Net earnings	41,949	41,949
Balance at Dec. 31, 2022	(13,862)	(13,862)
Increase (Decrease) in Partners' Capital
Contributions from parent entities	1,876	1,876
Distributions to TLP Finance Holdings, LLC for debt service	(113,876)	(113,876)
Net earnings	2,946	2,946
Balance at Dec. 31, 2023	(122,916)	(122,916)
Increase (Decrease) in Partners' Capital
Contributions from parent entities	1,930	1,930
Distributions to TLP Finance Holdings, LLC for debt service	(88,397)	(88,397)
Net earnings	10,082	10,082
Balance at Dec. 31, 2024	$ (199,301)	$ (199,301)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE
Trade accounts receivable	$ 24,363	$ 29,691

ACCRUED LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2024

ACCRUED LIABILITIES

Schedule of accrued liabilities (in thousands)

Accrued liabilities are as follows (in thousands):


	December 31,		December 31,
	2024		2023
Accrued compensation expense	$	14,823	$	14,375
Customer advances and deposits		13,464		11,315
Interest payable		6,617		7,070
Accrued property taxes		5,515		4,619
Accrued environmental obligations		762		909
Accrued Washington State emissions allowances		616		524
Accrued expenses and other		2,426		2,898
	$	44,223	$	41,710

Schedule of roll forward of accrued environmental obligations (in thousands)

The following table presents a roll forward of our accrued environmental obligations (in thousands):


	Balance at				Increase		Balance at
	beginning				(decrease)		end of
	of period		Payments		in estimate		period
2024	$	909	$	(142)	$	(5)	$	762
2023	$	1,363	$	(333)	$	(121)	$	909
2022	$	1,812	$	(1,188)	$	739	$	1,363

- Definition

The entire disclosure for environmental loss contingencies, such as presence of hazardous waste, relevant information from reports issued by regulators, and estimated costs to achieve compliance with regulatory requirements. This element may be used for all of an entity's disclosures about environmental loss contingencies.

+ References

Reference 1: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 410
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481931/410-30-50-10

Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
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-URI https://asc.fasb.org//410-30/tableOfContent

Reference 6: http://www.xbrl.org/2003/role/recommendedDisclosureRef
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Reference 9: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 410
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-URI https://asc.fasb.org//1943274/2147481931/410-30-50-10

Reference 10: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 410
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Subparagraph (d)(5)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481931/410-30-50-10

Reference 11: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 410
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-Name Accounting Standards Codification
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-Paragraph 11
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-Topic 410
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-Name Accounting Standards Codification
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-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481931/410-30-50-14

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-Topic 410
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481931/410-30-50-17

Reference 14: http://www.xbrl.org/2003/role/exampleRef
-Topic 410
-SubTopic 30
-Name Accounting Standards Codification
-Section 55
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481899/410-30-55-17

+ Details

PROPERTY, PLANT AND EQUIPMENT, NET

12 Months Ended

Dec. 31, 2024

PROPERTY, PLANT AND EQUIPMENT, NET

PROPERTY, PLANT AND EQUIPMENT, NET

(6) PROPERTY, PLANT AND EQUIPMENT, NET

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


	December 31,		December 31,
	2024		2023
Land	$	96,880	$	104,017
Terminals, pipelines and equipment		1,446,804		1,385,923
Furniture, fixtures and equipment		20,840		19,619
Construction in progress		16,080		26,639
		1,580,604		1,536,198
Less accumulated depreciation		(772,330)		(704,527)
	$	808,274	$	831,671

At December 31, 2024 and 2023, property, plant and equipment, net utilized by our customers in revenue operating lease arrangements consisted of approximately $560.9 million and $571.3 million, respectively, of terminals, pipelines and equipment. The terminals, pipelines and equipment primarily relates to our storage tanks and associated internal piping.

ASSETS HELD FOR SALE

12 Months Ended

Dec. 31, 2024

ASSETS HELD FOR SALE

ASSETS HELD FOR SALE

(5) ASSETS HELD FOR SALE

On January 22, 2025, the Company announced that it had entered into an agreement for the sale of our terminal facilities on Fisher Island Miami, Florida in our Gulf Coast terminals business segment. The Fisher Island terminal has active capacity of approximately 700,000 barrels for the storage of marine fuels. The purchase price is approximately $180 million. The closing of the sale is expected to occur on or about June 20, 2025, subject to customary closing conditions. Upon closing we will retain all assets and liabilities associated with the maintenance and operations of the Fisher Island terminal, excluding land.

Following the closing, we will lease the terminal from the buyer to allow us to continue servicing our current customer agreements through approximately May 2027. At the end of the lease, we plan to abandon the terminal property, plant, and equipment, net. Accordingly, we will apply abandonment accounting and accelerate the depreciation of the terminal property, plant and equipment, net of approximately $5.8 million, over the course of the lease term, which is expected to conclude in May 2027.

As a result, we have determined that the Fisher Island terminal land of approximately $7.1 million should be classified as held for sale at December 31, 2024. The committed and planned sale and abandonment does not, however, represent a strategic shift that will have a major effect on our operations and financial results. Therefore, the effects of the planned sale and abandonment have not been reported as discontinued operations within the consolidated financial statements.

REVENUE FROM CONTRACTS WITH CUSTOMERS - Contract Revenue (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	$ 69,620
2025	189,533
2026	113,640
2027	48,890
2028	19,973
2029	10,577
Thereafter	17,103
Total estimated future ASC 842 revenue	399,716
Gulf Coast Terminals
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	6,246
Midwest Terminals and Pipeline System
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	660
Brownsville terminals
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	2,752
Southeast Terminals
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	26,180
West Coast terminals
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	33,782
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	$ 36,394
Remaining Performance Obligation, Expected Timing of Satisfaction, Period	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 \| Gulf Coast Terminals
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	$ 2,572
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 \| Midwest Terminals and Pipeline System
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	620
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 \| Brownsville terminals
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	2,359
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 \| Southeast Terminals
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	10,026
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 \| West Coast terminals
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	20,817
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	$ 24,320
Remaining Performance Obligation, Expected Timing of Satisfaction, Period	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 \| Gulf Coast Terminals
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	$ 2,247
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 \| Midwest Terminals and Pipeline System
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	40
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 \| Brownsville terminals
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	393
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 \| Southeast Terminals
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	10,026
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 \| West Coast terminals
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	11,614
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	$ 8,906
Remaining Performance Obligation, Expected Timing of Satisfaction, Period	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 \| Gulf Coast Terminals
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	$ 1,427
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 \| Southeast Terminals
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	6,128
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 \| West Coast terminals
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total estimated future ASC 606 revenue	$ 1,351
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining Performance Obligation, Expected Timing of Satisfaction, Period	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining Performance Obligation, Expected Timing of Satisfaction, Period	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2030-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining Performance Obligation, Expected Timing of Satisfaction, Period	12 months

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2024

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

(13) COMMITMENTS AND CONTINGENCIES

Lessee operating lease commitments. We lease property including corporate offices, vehicles and land. We determine if an arrangement is a lease at inception and evaluate identified leases for operating or finance lease treatment at lease commencement. Operating or finance lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Our leases have remaining lease terms of less than one year to 46 years, some of which have options to extend or terminate the lease. For purposes of calculating operating lease liabilities, lease terms may be deemed to include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

Operating right-of-use assets and operating lease liabilities are recognized based on the present value of the lease payments over the lease term at commencement date. The additions to right-of-use assets obtained from new operating lease liabilities during the years ended December 31, 2024 and 2023, of approximately $2.9 million and $1.0 million, respectively, are treated as non-cash transactions that do not impact the consolidated statements of cash flows. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. We determined our incremental borrowing rate using the borrowing rate of our debt agreements. The terms of our corporate offices, vehicles and land leases are in line with the Credit Agreement, our primary finance mechanism. We have certain land and vehicle lease agreements with lease and non-lease components, which are accounted for separately. Non-lease components include payments for taxes and other operating and maintenance expenses incurred by the lessor but payable by us in connection with the leasing arrangement. During the years ended December 31, 2024, 2023 and 2022, the Company was party to certain subleasing arrangements whereby the Company, as the primary obligor on the lease, has recognized sublease income for lease payments made by affiliates to the lessor.

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


	Year ended		Year ended		Year ended
	December 31,		December 31,		December 31,
	2024		2023		2022
Operating leases	$	5,284	$	5,743	$	5,573
Variable lease costs (including insignificant short-term leases)		1,669		1,548		1,627
Sublease income as primary obligor		(1,012)		(1,102)		(1,080)
Total lease costs	$	5,941	$	6,189	$	6,120

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


	Year ended		Year ended		Year ended
	December 31,		December 31,		December 31,
	2024		2023		2022
Cash outflows for operating leases	$	5,250	$	5,763	$	5,400
Weighted average remaining lease term (years)		27.38		27.96		27.95
Weighted average discount rate		4.7%		4.5%		4.5%

Undiscounted cash flows owed by the Company to lessors pursuant to contractual agreements in effect as of December 31, 2024 and related imputed interest was as follows (in thousands):


Years ending December 31:
2025	$	4,013
2026		4,093
2027		4,485
2028		4,038
2029		3,441
Thereafter		67,348
Total lease payments		87,418
Less imputed interest		(37,432)
Present value of operating lease liabilities	$	49,986

Contractual commitments. At December 31, 2024, we have contractual commitments of approximately $25.0 million for the supply of services, labor and materials related to capital projects that currently are under development. We expect that these contractual commitments will primarily be paid within a year.

Legal proceedings. We are party to various legal, regulatory and other matters arising from the day-to-day operations of our business that may result in claims against us. While the ultimate impact of any proceedings cannot be predicted with certainty, our management believes that the resolution of any of our pending legal proceedings will not have a material adverse effect on our business, financial position, results of operations or cash flows.

REVENUE FROM CONTRACTS WITH CUSTOMERS

12 Months Ended

Dec. 31, 2024

REVENUE FROM CONTRACTS WITH CUSTOMERS

REVENUE FROM CONTRACTS WITH CUSTOMERS

(15) REVENUE FROM CONTRACTS WITH CUSTOMERS

The majority of our terminaling services agreements contain minimum payment arrangements, resulting in a fixed amount of revenue recognized, which we refer to as “firm commitments” and are accounted for in accordance with ASC 842, Leases (“ASC 842 revenue”). The remainder is recognized in accordance with ASC 606, Revenue From Contracts With Customers (“ASC 606 revenue”).

The following table provides details of our revenue disaggregated by category of revenue (in thousands):


	Year ended		Year ended		Year ended
	December 31,		December 31,		December 31,
	2024		2023		2022
Terminaling services fees:
Firm commitments (ASC 842 revenue)	$	194,889	$	186,862	$	183,595
Firm commitments (ASC 606 revenue)		46,714		42,390		39,040
Total firm commitments revenue		241,603		229,252		222,635
Ancillary revenue (ASC 606 revenue)		66,060		65,549		66,285
Ancillary revenue (ASC 842 revenue)		2,005		2,633		2,030
Total ancillary revenue		68,065		68,182		68,315
Total terminaling services fees		309,668		297,434		290,950
Management fees (ASC 606 revenue)		12,562		13,328		12,932
Management fees (ASC 842 revenue)		1,351		1,497		1,488
Total management fees		13,913		14,825		14,420
Product sales (ASC 606 revenue)		379,146		340,861		361,025
Total revenue	$	702,727	$	653,120	$	666,395

Estimated Future ASC 606 Revenue by Segment


	Gulf Coast		Midwest		Brownsville		River		Southeast		West Coast		Central
	Terminals		Terminals		Terminals		Terminals		Terminals		Terminals		Services		Total
2025	$	2,572	$	620	$	2,359	$	—	$	10,026	$	20,817	$	—	$	36,394
2026		2,247		40		393		—		10,026		11,614		—		24,320
2027		1,427		—		—		—		6,128		1,351		—		8,906
2028		—		—		—		—		—		—		—		—
2029		—		—		—		—		—		—		—		—
Thereafter		—		—		—		—		—		—		—		—
Total estimated future ASC 606 revenue	$	6,246	$	660	$	2,752	$	—	$	26,180	$	33,782	$	—	$	69,620

Our estimated future ASC 606 revenue, for purposes of the tabular presentation above, excludes estimates of future rate changes due to changes in indices or contractually negotiated rate escalations and is generally limited to contracts that have minimum payment arrangements. The balances disclosed include the full amount of our customer commitments accounted for as ASC 606 revenue as of December 31, 2024 through the expiration of the related contracts. The balances disclosed exclude all performance obligations for which the original expected term is one year or less, the term of the contract with the customer is open and cannot be estimated, the contract includes options for future purchases or the consideration is variable.

Estimated future ASC 606 revenue in the table above excludes revenue arrangements accounted for in accordance with ASC 842. The following table includes our estimated future revenue associated with our firm commitments under terminaling services fees which is expected to be recognized as ASC 842 revenue in the specified period (in thousands):


Years ending December 31:
2025	$	189,533
2026		113,640
2027		48,890
2028		19,973
2029		10,577
Thereafter		17,103
Total estimated future ASC 842 revenue	$	399,716

BALANCE SHEET DISCLOSURES

Contract assets. Our contract assets are limited to trade accounts receivable.

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


	Contracts under
	ASC 606		ASC 842			Total
Trade accounts receivable at December 31, 2023	$	21,008	$	8,683	$	29,691
Trade accounts receivable at December 31, 2024	$	17,144	$	7,219	$	24,363

Contract liabilities. Our contract liabilities include deferred revenue and customer advances and deposits. We have long-term terminaling services agreements with certain of our customers that provide for advance minimum payments. We recognize the advance minimum payments as revenue on a straight-line basis over the term of the respective agreements. In addition, pursuant to certain terminaling services agreements with our customers, we agreed to undertake certain capital projects. Upon completion of the projects, our customers have paid us amounts that will be recognized as revenue on a straight-line basis over the remaining term of the agreements. Collectively, the differences between amounts billed and revenue recognized under ASC 606 and ASC 842 are recorded as contract liabilities. These liabilities are presented as deferred revenue in our consolidated balance sheets. We record customer advances and

deposits when payments are received from customers in advance of the terminaling services being provided, resulting in a contract liability accounted for under ASC 606 and ASC 842. This liability is presented as accrued liabilities in our consolidated balance sheets (see Note 10 of Notes to consolidated financial statements).

The following table presents our contract liabilities resulting from contracts with customers (in thousands):


	Contracts under
	ASC 606		ASC 842		Total
Contract liabilities at December 31, 2023	$	1,519	$	10,398	$	11,917
Contract liabilities at December 31, 2024	$	1,266	$	12,608	$	13,874

Revenue recognized during the year ended December 31, 2024, from amounts included in contract liabilities at December 31, 2023, was approximately $1.4 million for contracts under ASC 606 and approximately $10.0 million for contracts under ASC 842.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
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-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Section 50
-Paragraph 12
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
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-Section 50
-Paragraph 12
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

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-Topic 606
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE

12 Months Ended

Dec. 31, 2024

CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE

CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE

(3) CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE

We conduct our operations in the United States along the Gulf Coast, in the Midwest, in Houston and Brownsville, Texas, along the Mississippi and Ohio rivers, in the Southeast and along the West Coast. We have a concentration of trade receivable balances due from companies engaged in the trading, distribution and marketing of refined products, renewable products and crude oil. These concentrations of customers may affect our overall credit risk in that the customers may be similarly affected by changes in economic, regulatory or other factors. Our customers’ historical financial and operating information is analyzed prior to extending credit. We manage our exposure to credit risk through credit analysis, credit approvals, credit limits and monitoring procedures, and for certain transactions we may request letters of credit, prepayments or guarantees. We maintain allowances for potentially uncollectible accounts receivable.

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


	December 31,		December 31,
	2024		2023
Trade accounts receivable	$	24,363	$	29,691

We did not recognize an allowance for credit losses for the years ended December 31, 2024, 2023 and 2022.

The following customers accounted for at least 10% of our consolidated revenue in at least one of the periods presented in the accompanying consolidated statements of operations:


	Year ended		Year ended		Year ended
	December 31,		December 31,		December 31,
	2024		2023		2022
Customer A	25	%	14	%	—	%
Customer B	1	%	4	%	13	%

DISCLOSURES ABOUT FAIR VALUE (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Transfers between the three levels of the fair value hierarchy	$ 0	$ 0
6.125% senior notes due in 2026
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	299,900	299,900
Senior secured term loans outstanding
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	1,118,849	$ 980,000
Senior secured term loans outstanding \| Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	1,130,000
6.125% senior notes due in 2026 \| Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	$ 298,800

TRANSACTIONS WITH AFFILIATES

12 Months Ended

Dec. 31, 2024

TRANSACTIONS WITH AFFILIATES

TRANSACTIONS WITH AFFILIATES

(2) TRANSACTIONS WITH AFFILIATES

Operations and reimbursement agreement—Frontera. We have a 50% ownership interest in the Frontera Brownsville LLC joint venture (“Frontera”). We operate Frontera, in accordance with an operations and reimbursement agreement executed between us and Frontera, for a management fee that is based on our costs incurred. Our agreement with Frontera stipulates that we may resign as the operator at any time with the prior written consent of Frontera, or that we may be removed as the operator for good cause, which includes material noncompliance with laws and material failure to adhere to good industry practice regarding health, safety or environmental matters. For the years ended December 31, 2024, 2023 and 2022, we recognized approximately $5.9 million, $6.1 million and $5.9 million, respectively, of revenue related to this operations and reimbursement agreement.

Terminaling services agreements—Brownsville terminals. We have terminaling services agreements with Frontera relating to our Brownsville, Texas facility that will expire in March and April 2025. In exchange for its minimum throughput commitments, we agreed to provide Frontera with approximately 181,000 barrels of storage capacity. For the years ended December 31, 2024, 2023 and 2022, we recognized revenue related to these agreements of approximately $1.6 million, $1.9 million and $1.8 million, respectively.

Terminaling services agreement—Gulf Coast terminals. We have a terminaling services agreement with Associated Asphalt Marketing, LLC relating to our Gulf Coast terminals. Prior to December 15, 2023, Associated Asphalt Marketing, LLC was a wholly owned indirect subsidiary of ArcLight. The agreement will expire in April 2031, subject to two-year automatic renewals unless terminated by either party upon 180 days’ prior notice. In exchange for its minimum throughput commitment, we have agreed to provide Associated Asphalt Marketing, LLC with approximately 750,000 barrels of storage capacity. For the years ended December 31, 2024, 2023 and 2022, we recognized affiliate revenue related to this agreement with Associated Asphalt Marketing, LLC of approximately $nil, $8.9 million and $10.0 million, respectively.

Operating and administrative agreement—SeaPort Midstream—Central services. We have a 51% ownership interest in SeaPort Midstream. We operate SeaPort Midstream in accordance with an operating and administrative agreement executed between us and SeaPort Midstream, for a management fee that is based on our costs incurred. The operating and administrative agreement will expire in November 2027, subject to two-year automatic renewals unless terminated by either party upon no less than twelve months’ notice prior to the end of the initial term or any successive term. Our agreement with SeaPort Midstream stipulates that we may resign as the operator at any time with the prior written consent of SeaPort Midstream, or that we may be removed as the operator for good cause, which includes material noncompliance with laws and material failure to adhere to good industry practice regarding health, safety or environmental matters. For the years ended December 31, 2024, 2023 and 2022, we recognized revenue related to this operations and administrative agreement of approximately $4.2 million, $4.3 million and $3.9 million, respectively.

Terminaling services agreement— SeaPort Midstream. We had a terminaling services agreement with SeaPort Midstream relating to our West Coast terminals. The agreement expired in January 2023. In exchange for our minimum throughput commitment, SeaPort Midstream agreed to provide us with approximately 14,000 barrels of storage capacity. We used this capacity to store and sell refined and renewable products. For the years ended December 31, 2024, 2023 and 2022, we recognized expense related to this agreement of approximately $nil, $0.1 million and $0.4 million, respectively.

Other affiliates—Central services. We manage additional terminal facilities that are owned by affiliates of ArcLight, including Lucknow-Highspire Terminals, LLC. For the years ended December 31, 2024, 2023 and 2022, we recognized revenue related to reimbursements from these affiliates of approximately $2.8 million, $3.3 million and $3.4 million, respectively.

Services agreement—TransMontaigne Management Company. Our executive officers who provide services to the Company are employed by TransMontaigne Management Company, LLC, a wholly owned subsidiary of ArcLight, which also provides services to certain other ArcLight affiliates. Pursuant to a services agreement between our subsidiary, TMS, and TransMontaigne Management Company, TMS continues to provide certain payroll functions and maintains all employee benefits programs on behalf of TransMontaigne Management Company. TransMontaigne Management Company is reimbursed for the payroll and benefits expenses related to our executive officers, plus a 1% administration fee. For the years ended December 31, 2024, 2023 and 2022, aggregate fees paid by us to TransMontaigne Management Company with respect to the services agreement was approximately $2.6 million, $2.5 million and $2.5 million, respectively.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Section 50
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

INVESTMENTS IN UNCONSOLIDATED AFFILIATES (Tables)

12 Months Ended

Dec. 31, 2024

INVESTMENTS IN UNCONSOLIDATED AFFILIATES

Summary of investments in unconsolidated affiliates


	Percentage of				Carrying value
	ownership				(in thousands)
	December 31,		December 31,		December 31,		December 31,
	2024		2023		2024		2023
BOSTCO	42.5	%	42.5	%	$	180,920	$	186,486
Olympic Pipeline Company	30	%	30	%		84,975		80,000
SeaPort Midstream	51	%	51	%		33,495		32,357
Frontera	50	%	50	%		18,002		21,267
Total investments in unconsolidated affiliates					$	317,392	$	320,110

Schedule of earnings (loss) from investments in unconsolidated affiliates (in thousands)

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


	Year ended		Year ended		Year ended
	December 31,		December 31,		December 31,
	2024		2023		2022
BOSTCO	$	4,552	$	2,624	$	5,442
Olympic Pipeline Company		4,975		4,130		3,096
SeaPort Midstream		3,033		3,210		1,652
Frontera		(2,555)		176		940
Total earnings from investments in unconsolidated affiliates	$	10,005	$	10,140	$	11,130

Schedule of additional capital investments in unconsolidated affiliates (in thousands)

Additional capital investments in unconsolidated affiliates were as follows (in thousands):


	Year ended		Year ended		Year ended
	December 31,		December 31,		December 31,
	2024		2023		2022
BOSTCO	$	—	$	68	$	—
Olympic Pipeline Company		—		—		—
SeaPort Midstream		—		—		—
Frontera		—		500		—
Additional capital investments in unconsolidated affiliates	$	—	$	568	$	—

Schedule of cash distributions received from unconsolidated affiliates (in thousands)

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


	Year ended		Year ended		Year ended
	December 31,		December 31,		December 31,
	2024		2023		2022
BOSTCO	$	10,118	$	11,976	$	9,973
Olympic Pipeline Company		—		2,064		6,103
SeaPort Midstream		1,895		1,641		—
Frontera		710		749		1,914
Cash distributions received from unconsolidated affiliates	$	12,723	$	16,430	$	17,990

Summary of financial information of unconsolidated affiliates (in thousands)

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

Balance sheets:



	December 31,		December 31,
	2024		2023
Current assets	$	100,534	$	72,569
Long-term assets		754,457		768,413
Current liabilities		(69,826)		(54,977)
Long-term liabilities		(72,380)		(73,647)
Net assets	$	712,785	$	712,358

Statements of income:


	Year ended		Year ended		Year ended
	December 31,		December 31,		December 31,
	2024		2023		2022
Revenue	$	220,348	$	207,805	$	195,172
Expenses		(190,035)		(179,480)		(163,751)
Net income	$	30,313	$	28,325	$	31,421

GOODWILL (Tables)

12 Months Ended

Dec. 31, 2024

GOODWILL.

Schedule of goodwill (in thousands)

Goodwill is as follows (in thousands):


	December 31,		December 31,
	2024		2023
Brownsville terminals	$	8,485	$	8,485
West Coast terminals		10,101		10,101
	$	18,586	$	18,586

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

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Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

DEFERRED COMPENSATION EXPENSE

12 Months Ended

Dec. 31, 2024

DEFERRED COMPENSATION EXPENSE.

DEFERRED COMPENSATION EXPENSE

(12) DEFERRED COMPENSATION EXPENSE

We have a savings and retention plan to compensate certain employees who provide services to the Company. The purpose of the savings and retention plan is to provide for the reward and retention of participants by providing them with awards that vest over future service periods. Awards under the plan with respect to individuals providing services to the Company generally become vested as to 50% of a participant’s annual award as of the first day of the month that falls closest to the second anniversary of the grant date, and the remaining 50% as of the first day of the month that falls closest to the third anniversary of the grant date, subject to earlier vesting upon a participant’s attainment of the age and length of service thresholds, retirement, death or disability, involuntary termination without cause, or termination of a participant’s employment following a change in control of the Company as specified in the plan. The awards are increased for the value of any accrued growth based on underlying investments deemed made with respect to the awards. The awards (including any accrued growth relating thereto) are subject to forfeiture until the vesting date. A person will satisfy the age and length of service thresholds of the plan upon the attainment of the earliest of (a) age sixty, (b) age fifty-five and ten years of service as an officer of the Company or any of its affiliates or predecessors, or (c) age fifty and twenty years of service as an employee of the Company or any of its affiliates or predecessors.

We have the intent and ability to settle the savings and retention plan awards in cash, and accordingly, we account for the awards as accrued liabilities. For savings and retention plan awards to employees, approximately $1.9

million, $2.4 million and $2.1 million is included in deferred compensation expense for the years ended December 31, 2024, 2023 and 2022, respectively.

On September 14, 2023, an indirect parent of the Company granted class B units in the indirect parent of the Company to the officers of TMC and modified existing class B units in the indirect parent of the Company to the officers of TMC. For the years ended December 31, 2024, 2023 and 2022, we recognized approximately $1.9 million, $1.9 million and $1.7 million, respectively, of deferred compensation expense in our consolidated statements of operations, non-cash contribution from parent entities in our consolidated statements of equity and non-cash equity-based compensation in our consolidated statements of cash flows related to the class B units.

COMMITMENTS AND CONTINGENCIES - Other Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
COMMITMENTS AND CONTINGENCIES
Cash outflows for operating leases	$ 5,250	$ 5,763	$ 5,400
Weighted average remaining lease term (years)	27 years 4 months 17 days	27 years 11 months 15 days	27 years 11 months 12 days
Weighted average discount rate	4.70%	4.50%	4.50%

COMMITMENTS AND CONTINGENCIES - Leases (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Existence of Option to Extend	true
Lessee, Operating Lease, Existence of Option to Terminate	true
Additions to right-of-use assets	$ 2.9	$ 1.0
Minimum
Lessee, Lease, Description [Line Items]
Operating lease term	1 year
Maximum
Lessee, Lease, Description [Line Items]
Operating lease term	46 years

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2024

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

(17) SUBSEQUENT EVENTS

Credit Agreement amendment. On February 5, 2025, the Company, as parent guarantor, and TransMontaigne Operating Company L.P., our wholly owned subsidiary, entered into Amendment No. 4 to the Credit Agreement (See Note 11 of Notes to consolidated financial statements).

Senior notes. On February 21, 2025, the Company closed on our offering of $500 million aggregate principal amount of 8.500% senior unsecured notes due in 2030 at an issue price of 100% in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (See Note 11 of Notes to consolidated financial statements).

On February 21, 2025, the Company made an approximately $170.7 million distribution to our parent, TLP Finance Holdings, LLC to repay TLP Finance Holdings, LLC’s term loan due in 2025.

ASSETS HELD FOR SALE (Details) $ in Thousands	Jan. 22, 2025 USD ($) bbl	Dec. 31, 2024 USD ($)
ASSETS HELD FOR SALE
Assets held for sale		$ 7,137
Fisher Island Terminal Capacity \| Terminal Facilities on Fisher Island Miami, Florida \| Disposal Group, Held-for-Sale, Not Discontinued Operations
ASSETS HELD FOR SALE
Assets held for sale		$ 7,100
Subsequent Event \| Fisher Island Terminal Capacity \| Terminal Facilities on Fisher Island Miami, Florida \| Disposal Group, Held-for-Sale, Not Discontinued Operations
ASSETS HELD FOR SALE
Terminal storage capacity (in barrels) \| bbl	700,000
Purchase price	$ 180,000
Accelerated depreciation	$ 5,800

OTHER CURRENT ASSETS

12 Months Ended

Dec. 31, 2024

OTHER CURRENT ASSETS

OTHER CURRENT ASSETS

(4) OTHER CURRENT ASSETS

Other current assets are as follows (in thousands):


	December 31,		December 31,
	2024		2023
Unrealized gain on interest rate swap agreements	$	4,448	$	—
Amounts due from insurance companies		3,770		3,099
Prepaid insurance		2,869		2,093
Additive detergent		2,187		2,023
Prepaid inventory		678		3,831
Deposits and other assets		2,442		2,426
	$	16,394	$	13,472

Amounts due from insurance companies. We periodically file claims for recovery of environmental remediation costs with our insurance carriers under our comprehensive liability policies. We recognize our insurance recoveries in the period that we assess the likelihood of recovery as being probable (i.e., likely to occur). At December 31, 2024 and 2023, we recognized amounts due from insurance companies of approximately $3.8 million and $3.1 million, respectively, representing our best estimate of our probable insurance recoveries. During the year ended December 31, 2024, we increased our estimate of our probable insurance recoveries by approximately $0.7 million.

LONG TERM DEBT

12 Months Ended

Dec. 31, 2024

LONG TERM DEBT

LONG TERM DEBT

(11) LONG-TERM DEBT

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



	December 31,		December 31,
	2024		2023
Senior secured term loans outstanding	$	1,118,849	$	980,000
Revolving credit facility outstanding		17,000		88,000
6.125% senior notes due in 2026		299,900		299,900
Unamortized deferred debt issuance costs ⁽¹⁾		(16,306)		(18,620)
Total debt		1,419,443		1,349,280
Current portion of senior secured term loans		(11,535)		(10,000)
Long-term debt	$	1,407,908	$	1,339,280

(1)

Credit agreement. On November 17, 2021, the Company, as parent guarantor, and TransMontaigne Operating Company L.P., our wholly owned subsidiary, entered into the Credit Agreement (“Credit Agreement”) for $1 billion senior secured term loans and a $150 million revolving credit facility, with a letter of credit subfacility of $35 million. On April 15, 2024, we entered into Amendment No. 2 to the Credit Agreement for a new tranche of senior secured term

loans in an aggregate principal amount of $150 million. The other terms and conditions of the Credit Agreement were unchanged.

Proceeds from the $150 million senior secured term loans were used as follows (in thousands):


Repayment of revolving credit facility	$	110,401
Distributions to TLP Finance Holdings, LLC for debt service		36,677
Debt issuance costs		2,922
Proceeds from $150 million senior secured term loans	$	150,000

The senior secured term loans will mature on November 17, 2028. Our obligations under the Credit Agreement are guaranteed by the Company, TransMontaigne Operating Company L.P. and all of its subsidiaries, and secured by a first priority security interest in favor of the lenders in substantially all of the Company’s, TransMontaigne Operating Company L.P.’s and all of its subsidiaries’ assets, including our investments in unconsolidated affiliates.

On October 28, 2024, the Company, as parent guarantor, and TransMontaigne Operating Company L.P., our wholly owned subsidiary, entered into Amendment No. 3 to the Credit Agreement, which provides for, among other things, (i) the reduction of the applicable margin of the senior secured term loans under the Credit Agreement (the “Repricing”) and (ii) the removal of the credit spread adjustment from the Term SOFR applicable to the senior secured term loans under the Credit Agreement. After giving effect to the Repricing and the removal of the credit spread adjustment, senior secured term loans under the Credit Agreement accrue interest at a per annum rate equal to, at our election, either a Term SOFR plus an applicable margin of 3.25% or an alternate base rate plus an applicable margin of 2.25%. The other terms and conditions of the Credit Agreement, as amended by Amendment No. 3, remain unchanged.

Prior to October 28, 2024, we could elect to have loans under the Credit Agreement bear interest, at either a Term SOFR plus 0.11448% (subject to a 0.50% floor) plus an applicable margin of 3.50% or an alternate base rate plus an applicable margin of 2.50% per annum. Thereafter, Amendment No. 3 rates apply to the senior secured term loans. We are also required to pay (i) a letter of credit fee of 3.50% per annum on the aggregate face amount of all outstanding letters of credit, (ii) to the issuing lender of each letter of credit, a fronting fee of no less than 0.125% per annum on the outstanding amount of each such letter of credit and (iii) commitment fees of 0.50% per annum on the daily unused amount of the revolving credit facility, in each case quarterly in arrears.

On February 5, 2025, the Company, as parent guarantor, and TransMontaigne Operating Company L.P., our wholly owned subsidiary, entered into Amendment No. 4 to the Credit Agreement which provides for, among other things, (i) the extension of the maturity date with respect to the revolving credit facility (the “Extension”) and (ii) the reduction of the applicable margin of the loans under the revolving credit facility (the “RCF Repricing”). After giving effect to the Extension and RCF Repricing, (i) the maturity date of the revolving credit facility shall be the earlier of August 31, 2029 or, to the extent that any senior secured term loans under the Credit Agreement remain outstanding, the date that is ninety-one (91) days prior to the maturity date of such senior secured term loans under the Credit Agreement (taking into account any extensions or refinancings thereof) and (ii) loans under the revolving credit facility accrue interest at a per annum rate equal to, at our election, either a Term SOFR plus an applicable margin of 3.00% or an alternate base rate plus an applicable margin of 2.00%. The other terms and conditions of the Credit Agreement, as amended by Amendment No. 4, remain unchanged.

The Credit Agreement contains various covenants, including, but not limited to, limitations on the incurrence of indebtedness, permitted investments, liens on assets, making distributions, transactions with affiliates, mergers, consolidations, dispositions of assets and other provisions customary in similar types of agreements. The Credit Agreement requires compliance with (a) a debt service coverage ratio of no less than 1.1 to 1.0 and (b) if the aggregate outstanding amount of all revolving loans and drawn letters of credit exceeds an amount equal to 35% of the aggregate revolving commitments, a senior secured net leverage ratio of no greater than 6.75 to 1.00. We were in compliance with all financial covenants as of and during the years ended December 31, 2024 and 2023.

For the years ended December 31, 2024, 2023 and 2022, the weighted average interest rate on borrowings was approximately 7.4%, 7.5% and 5.2%, respectively. At both December 31, 2024 and 2023, our outstanding letters of credit were $0.4 million.

Senior notes. On February 12, 2018, the Company and TLP Finance Corp., our wholly owned subsidiary, issued at par $300 million of 6.125% senior notes. On February 21, 2025, the Company closed on our offering of $500 million aggregate principal amount of 8.500% senior unsecured notes due in 2030 at an issue price of 100% in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended. The senior unsecured notes are guaranteed on a senior unsecured basis by all of the Company’s subsidiaries that guarantee our credit facility. We used the net proceeds from the senior unsecured notes offering to redeem all of our 6.125% senior notes due in 2026, repay indebtedness under our revolving credit facility, make a distribution to TLP Finance Holdings, LLC to repay TLP Finance Holdings, LLC’s term loan due in 2025 and to pay fees and expenses in connection with the transactions, with the remainder to be used for general corporate purposes.

The Company is voluntarily filing with the Securities and Exchange Commission pursuant to the covenants contained in the 6.125% senior notes and beginning February 21, 2025, the 8.500% senior unsecured notes. These notes contain customary covenants (including those relating to our voluntary filing of this Annual Report on Form 10-K and certain restrictions and obligations with respect to types of payments we may make, indebtedness we may incur, transactions we may pursue, or changes in our control) and customary events of default (including those relating to monetary defaults, covenant defaults, cross defaults and bankruptcy events). We may, at any time and from time to time, seek to retire or purchase our outstanding debt through cash purchases, open-market purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

TransMontaigne Partners LLC has no independent assets or operations unrelated to its investments in its consolidated subsidiaries. TLP Finance Corp. has no assets or operations. Our operations are conducted by subsidiaries of TransMontaigne Partners LLC through our 100% owned operating company subsidiary, TransMontaigne Operating Company L.P. None of the assets of TransMontaigne Partners LLC or a guarantor represent restricted net assets pursuant to the guidelines established by the Securities and Exchange Commission.

REVENUE FROM CONTRACTS WITH CUSTOMERS - Balance Sheet Disclosures (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
REVENUE FROM CONTRACTS WITH CUSTOMERS
Trade accounts receivable, Contracts under ASC 606	$ 17,144	$ 21,008
Trade accounts receivable, Contracts under ASC 842	7,219	8,683
Trade accounts receivable, total	24,363	29,691
Customer Advances and Deposits
Contract liabilities, ASC 606	1,266	1,519
Contract liabilities, ASC 842	12,608	10,398
Contract liabilities, Total	13,874	$ 11,917
Revenue recognized from beginning of period, ASC 606	1,400
Revenue recognized from beginning of period, ASC 842	$ 10,000

PROPERTY, PLANT AND EQUIPMENT, NET (Tables)

12 Months Ended

Dec. 31, 2024

PROPERTY, PLANT AND EQUIPMENT, NET

Schedule of property, plant and equipment, net (in thousands)

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


	December 31,		December 31,
	2024		2023
Land	$	96,880	$	104,017
Terminals, pipelines and equipment		1,446,804		1,385,923
Furniture, fixtures and equipment		20,840		19,619
Construction in progress		16,080		26,639
		1,580,604		1,536,198
Less accumulated depreciation		(772,330)		(704,527)
	$	808,274	$	831,671