Transmontaigne Partners 10Q 2007 Q3 Quarterly report

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TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

(Mark One)
ý	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2007
OR
o	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 001-32505

TRANSMONTAIGNE PARTNERS L.P.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

34-2037221
(I.R.S. Employer
Identification No.)

1670 Broadway
Suite 3100
Denver, Colorado 80202
(Address, including zip code, of principal executive offices)

(303) 626-8200
(Telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer ý

Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act) Yes o No ý

As of November 5, 2007, there were 9,122,300 units of the registrant's Common Limited Partner Units outstanding.

TABLE OF CONTENTS


Part I. Financial Information
Item 1.		Unaudited Consolidated Financial Statements
		Consolidated balance sheets as of September 30, 2007 and December 31, 2006
		Consolidated statements of operations for the three and nine months ended September 30, 2007 and 2006
		Consolidated statements of partners' equity for the year ended December 31, 2006 and nine months ended September 30, 2007
		Consolidated statements of cash flows for the three and nine months ended September 30, 2007 and 2006
		Notes to consolidated financial statements
Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3.		Quantitative and Qualitative Disclosures about Market Risk
Item 4.		Controls and Procedures
Part II. Other Information
Item 1A.		Risk Factors
Item 2.		Unregistered sales of equity securities and use of proceeds
Item 6.		Exhibits

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including the following:

•: certain statements, including possible or assumed future results of operations, in "Management's Discussion and Analysis of Financial Condition and Results of Operations;"
•: any statements contained herein regarding the prospects for our business or any of our services;
•: any statements preceded by, followed by or that include the words "may," "seeks," "believes," "expects," "anticipates," "intends," "continues," "estimates," "plans," "targets," "predicts," "attempts," "is scheduled," or similar expressions; and
•: other statements contained herein regarding matters that are not historical facts.

Our business and results of operations are subject to risks and uncertainties, many of which are beyond our ability to control or predict. Because of these risks and uncertainties, actual results may differ materially from those expressed or implied by forward-looking statements, and investors are cautioned not to place undue reliance on such statements, which speak only as of the date thereof. Important factors that could cause actual results to differ materially from our expectations and may adversely affect our business and results of operations, include, but are not limited to those risk factors set forth in this report in Part II. Other Information under the heading "Item 1A. Risk Factors."

Part I. Financial Information

ITEM 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The interim unaudited consolidated financial statements of TransMontaigne Partners L.P. as of and for the three and nine months ended September 30, 2007 are included herein beginning on the following page. The accompanying unaudited interim consolidated financial statements should be read in conjunction with our consolidated financial statements and related notes for the year ended December 31, 2006, together with our discussion and analysis of financial condition and results of operations, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2007.

TransMontaigne Partners L.P. is a holding company with the following active wholly-owned subsidiaries during the three and nine months ended September 30, 2007:

•: TransMontaigne Operating GP L.L.C.
•: TransMontaigne Operating Company L.P.
•: Coastal Terminals L.L.C.
•: Razorback L.L.C.
•: TPSI Terminals L.L.C.

We do not have off-balance-sheet arrangements (other than operating leases) or special-purpose entities.

TransMontaigne Partners L.P. and subsidiaries

Consolidated balance sheets

(In thousands)

		September 30, 2007		December 31, 2006
ASSETS
Current assets:
	Cash and cash equivalents	$	110	$	3,457
	Trade accounts receivable, net		5,478		1,625
	Due from TransMontaigne Inc., net		192		13
	Prepaid expenses and other		1,724		1,156

			7,504		6,251
Property, plant and equipment, net			232,726		235,074
Goodwill			23,235		23,235
Other assets, net			11,723		6,801

		$	275,188	$	271,361

LIABILITIES AND EQUITY
Current liabilities:
	Trade accounts payable	$	2,375	$	2,410
	Other accrued liabilities		6,180		1,465

			8,555		3,875
Long-term debt			2,750		189,621

	Total liabilities		11,305		193,496

Partners' equity:
	Common unitholders		250,625		72,852
	Subordinated unitholders		9,473		4,866
	General partner interest		3,785		147

			263,883		77,865

		$	275,188	$	271,361

See accompanying notes to consolidated financial statements.

TransMontaigne Partners L.P. and subsidiaries

Consolidated statements of operations

(In thousands, except per unit amounts)

				Three months ended September 30,						Nine months ended September 30,
				2007			2006			2007			2006
Revenues:
	Revenues from external customers			$	10,655		$	6,405		$	33,555		$	13,665
	Revenues from affiliates				10,051			7,445			29,254			23,838

		Total revenues			20,706			13,850			62,809			37,503

Costs and expenses:
	Direct operating costs and expenses				(8,954	)		(6,508	)		(27,520	)		(16,682	)
	Direct general and administrative expenses				(288	)		(3,761	)		(1,642	)		(5,533	)
	Allocated general and administrative expenses				(1,758	)		(1,135	)		(5,219	)		(2,769	)
	Allocated insurance expense				(413	)		(304	)		(1,238	)		(804	)
	Reimbursement of bonus awards				(375	)		—			(750	)		—
	Depreciation and amortization				(3,473	)		(2,250	)		(9,883	)		(5,982	)

		Total costs and expenses			(15,261	)		(13,958	)		(46,252	)		(31,770	)

		Operating income (loss)			5,445			(108	)		16,557			5,733
Other income (expenses):
	Interest income				43			10			55			18
	Interest expense				(193	)		(901	)		(6,365	)		(2,402	)
	Amortization of deferred financing costs				(92	)		(46	)		(1,123	)		(138	)

		Total other expenses			(242	)		(937	)		(7,433	)		(2,522	)

		Net earnings (loss)			5,203			(1,045	)		9,124			3,211
Less earnings (loss) allocable to:
			Predecessor		—			(415	)		—			(415	)
			General partner interest		(105	)		29			(183	)		(56	)

	Net earnings (loss) allocable to limited partners			$	5,098		$	(1,431	)	$	8,941		$	2,740

Net earnings (loss) per limited partners' unit—basic				$	0.41		$	(0.20	)	$	0.92		$	0.38

Net earnings (loss) per limited partners' unit—diluted				$	0.41		$	(0.20	)	$	0.92		$	0.38

Weighted average limited partners' units outstanding—basic					12,444			7,273			9,730			7,279

Weighted average limited partners' units outstanding—diluted					12,445			7,273			9,731			7,284

See accompanying notes to consolidated financial statements.

TransMontaigne Partners L.P. and subsidiaries

Consolidated statements of partners' equity

Year ended December 31, 2006
and nine months ended September 30, 2007

(In thousands, except unit amounts)

	Predecessor			Common Units			Subordinated Units			General Partner Interest			Total
Balance December 31, 2005	$	9,625		$	75,474		$	14,581		$	333		$	100,013
Distributions and repayments, net to Predecessor		70			—			—			—			70
Acquisition of Mobile terminal from Predecessor in exchange for $17.9 million		(8,869	)		—			(9,066	)		—			(17,935	)
Distributions to unitholders		—			(6,552	)		(5,614	)		(252	)		(12,418	)
Amortization of deferred equity-based compensation related to restricted common units		—			610			—			—			610
Acceleration of vesting of all outstanding restricted phantom units and restricted common units		—			3,258			—			—			3,258
Common units repurchased from TransMontaigne Services Inc.'s employees for withholding taxes		—			(538	)		—			—			(538	)
Repurchase of 38,400 common units by our long-term incentive plan		—			(1,140	)		—			—			(1,140	)
Purchase of Brownsville and River terminals by Predecessor		135,823			—			—			—			135,823
Acquisition of Brownsville and River terminals from Predecessor in exchange for $135 million		(138,505	)		—			3,505			—			(135,000	)
Net earnings for the year ended December 31, 2006		1,856			1,740			1,460			66			5,122

Balance December 31, 2006		—			72,852			4,866			147			77,865
Proceeds from secondary offering of 5,149,800 common units, net of underwriters' discounts and offering expenses of $9,567		—			179,946			—			—			179,946
Contribution of cash by TransMontaigne GP to maintain its 2% general partner interest		—			—			—			3,867			3,867
Contribution by TransMontaigne Inc. of capital improvements to the Brownsville and River terminals		—			—			6,273			—			6,273
Distributions to unitholders		—			(8,146	)		(4,650	)		(412	)		(13,208	)
Amortization of deferred equity-based compensation related to restricted phantom units		—			44			—			—			44
Repurchase of 840 common units by our long-term incentive plan					(28	)		—			—			(28	)
Net earnings for the nine months ended September 30, 2007		—			5,957			2,984			183			9,124

Balance September 30, 2007	$	—		$	250,625		$	9,473		$	3,785		$	263,883

See accompanying notes to consolidated financial statements.

TransMontaigne Partners L.P. and subsidiaries

Consolidated statements of cash flows

(In thousands)

			Three months ended September 30,						Nine months ended September 30,
			2007			2006			2007			2006
Cash flows from operating activities:
	Net earnings (loss)		$	5,203		$	(1,045	)	$	9,124		$	3,211
	Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
	Depreciation and amortization			3,473			2,250			9,883			5,982
	Amortization of deferred equity-based compensation			22			180			44			610
	Acceleration of vesting of all outstanding restricted phantom units and restricted common units			—			3,258			—			3,258
	Amortization of deferred financing costs			92			46			1,123			138
	Changes in operating assets and liabilities, net of effects from acquisitions:
	Trade accounts receivable, net			(1,004	)		(1,508	)		(3,853	)		(2,252	)
	Due from TransMontaigne Inc., net			6,666			(5,029	)		5,901			(2,503	)
	Prepaid expenses and other			(214	)		122			(585	)		(705	)
	Trade accounts payable			(549	)		108			(35	)		(435	)
	Other accrued liabilities			806			285			4,952			1,599

		Net cash provided by (used in) operating activities		14,495			(1,333	)		26,554			8,903

Cash flows from investing activities:
	Acquisition of Mobile terminal			—			—			—			(17,935	)
	Advance towards acquisition of certain Rio Vista operations			(6,500	)		—			(6,500	)		—
	Additions to property, plant and equipment—expansion of facilities			(1,661	)		(609	)		(4,921	)		(1,614	)
	Additions to property, plant and equipment—maintain existing facilities			(618	)		(356	)		(2,055	)		(853	)
	Reimbursement of costs to maintain our Port Everglades (South) terminal			—			289			—			289

		Net cash (used in) investing activities		(8,779	)		(676	)		(13,476	)		(20,113	)

Cash flows from financing activities:
	Net (repayments) borrowings of debt			(250	)		3,997			(186,871	)		21,997
	Net proceeds from secondary offering of 5,149,800 common units			(90	)		—			179,946			—
	Contribution of cash by TransMontaigne GP to maintain its 2% general partner interest			—			—			3,867			—
	Payment of deferred financing costs			(158	)		—			(131	)		—
	Distributions paid to unitholders			(6,470	)		(3,148	)		(13,208	)		(9,217	)
	Common units repurchased from TransMontaigne Services Inc.'s employees for withholding taxes			—			(442	)		—			(538	)
	Repurchase of common units by our long-term incentive plan			(28	)		(202	)		(28	)		(1,140	)
	Net distributions and repayments to TransMontaigne Inc.			—			465			—			(291	)

		Net cash provided by (used in) financing activities		(6,996	)		670			(16,425	)		10,811

		Decrease in cash and cash equivalents		(1,280	)		(1,339	)		(3,347	)		(399	)
Cash and cash equivalents at beginning of period				1,390			1,653			3,457			713

Cash and cash equivalents at end of period			$	110		$	314		$	110		$	314

Supplemental disclosures of cash flow information:
Cash paid for interest			$	193		$	719		$	6,452		$	2,164

See accompanying notes to consolidated financial statements.

TransMontaigne Partners L.P. and subsidiaries

Notes to consolidated financial statements

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a): Nature of business

TransMontaigne Partners L.P. ("Partners") was formed in February 2005 as a Delaware master limited partnership initially to own and operate products terminaling and transportation facilities. We conduct our operations in the United States primarily along the Gulf Coast, in Brownsville, Texas, along the Mississippi and Ohio Rivers, and in the Midwest. We provide integrated terminaling, storage, transportation and related services for companies engaged in the distribution and marketing of refined products, crude oil, chemicals, fertilizers and other liquid products.

We are controlled by our general partner, TransMontaigne GP L.L.C., which is a wholly-owned subsidiary of TransMontaigne Inc. Effective September 1, 2006, Morgan Stanley Capital Group Inc., a wholly-owned subsidiary of Morgan Stanley, purchased all of the issued and outstanding capital stock of TransMontaigne Inc. Morgan Stanley Capital Group is the principal commodities trading arm of Morgan Stanley. As a result of Morgan Stanley's acquisition of TransMontaigne Inc., Morgan Stanley became the indirect owner of our general partner. At September 30, 2007, TransMontaigne Inc. and Morgan Stanley have a significant interest in our partnership through their indirect ownership of a 26.2% limited partner interest and a 2% general partner interest.

(b): Change in year end

We adopted a December 31 year end for financial and tax reporting purposes effective December 31, 2005. We previously maintained a June 30 year end for financial and tax reporting purposes.

(c): Basis of presentation and use of estimates

The accompanying unaudited consolidated financial statements in this Quarterly Report on Form 10-Q have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, these statements reflect adjustments (consisting only of normal recurring entries), which in our opinion, are necessary for a fair presentation of the financial results for the interim periods presented. Certain information and notes normally included in annual financial statements have been condensed in or omitted from these interim financial statements pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2006, together with our discussion and analysis of financial condition and results of operations, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2007.

Our accounting and financial reporting policies conform to accounting principles and practices generally accepted in the United States of America. The accompanying consolidated financial statements include the accounts of TransMontaigne Partners L.P., a Delaware limited partnership, and its controlled subsidiaries. All significant inter-company accounts and transactions have been eliminated in the preparation of the accompanying consolidated financial statements.

The preparation of financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. The following estimates, in management's opinion, are subjective in nature, require the exercise of judgment, and involve complex analyses: allowance for doubtful accounts and accrued environmental obligations. 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.

The accompanying consolidated financial statements include the assets, liabilities and results of operations of certain TransMontaigne Inc. terminal and pipeline operations prior to their acquisition by us from TransMontaigne Inc. The acquired assets and liabilities have been recorded at TransMontaigne Inc.'s carryover basis. At the closing of our initial public offering on May 27, 2005, we acquired from TransMontaigne Inc. seven Florida terminals, including terminals located in Tampa, Port Manatee, Fisher Island, Port Everglades (North), Port Everglades (South), Cape Canaveral, and Jacksonville; and the Razorback Pipeline system, including the terminals located at Mt. Vernon, Missouri and Rogers, Arkansas in exchange for 120,000 common units, 2,872,266 subordinated units, a 2% general partner interest, and a cash payment of approximately $111.5 million. On January 1, 2006, we acquired from TransMontaigne Inc. the Mobile, Alabama terminal in exchange for a cash payment of approximately $17.9 million (see Note 3 of Notes to consolidated financial statements). On December 29, 2006, we acquired from TransMontaigne Inc. the Brownsville, Texas terminal, twelve terminals along the Mississippi and Ohio Rivers ("River terminals"), and the Baton Rouge, Louisiana dock facility in exchange for a cash payment of approximately $135.0 million (see Note 3 of Notes to consolidated financial statements). The acquisitions of terminal and pipeline operations from TransMontaigne Inc. have been accounted for as transactions among entities under common control and, accordingly, prior periods include the activity of the acquired terminal and pipeline operations since the date common control was established. For acquisitions made by us from TransMontaigne Inc. prior to September 1, 2006, common control was established as of the date TransMontaigne Inc. purchased the terminal and pipeline operation. For acquisitions made by us from TransMontaigne Inc. on or after September 1, 2006, common control was established as of September 1, 2006 (the date Morgan Stanley Capital Group purchased TransMontaigne Inc.).

The accompanying consolidated financial statements include allocated general and administrative charges from TransMontaigne Inc. for indirect corporate overhead to cover costs of functions such as legal, accounting, treasury, engineering, environmental safety, information technology, and other corporate services (see Note 2 of Notes to consolidated financial statements). The allocated general and administrative expenses were approximately $1.8 million and $1.1 million for the three months ended September 30, 2007 and 2006, respectively, and approximately $5.2 million and $2.8 million for the nine months ended September 30, 2007 and 2006, respectively. The accompanying consolidated financial statements also include allocated insurance charges from TransMontaigne Inc. for insurance premiums to cover costs of insuring activities such as property, casualty, pollution, automobile, directors' and officers' liability, and other insurable risks. The allocated insurance charges were $0.4 million and $0.3 million for the three months ended September 30, 2007 and 2006, respectively, and approximately $1.2 million and $0.8 million for the nine months ended September 30, 2007 and 2006, respectively. Management believes that the allocated general and administrative charges and insurance charges are representative of the costs and expenses incurred by TransMontaigne Inc. for managing Partners' operations. The accompanying consolidated financial statements also include reimbursement of bonus awards for reimbursements paid to TransMontaigne Services Inc. towards bonus awards granted by TransMontaigne Services Inc. to certain key officers and employees that vest over future service periods. The reimbursement of bonus awards was approximately $0.4 million and $nil for the three months ended September 30, 2007 and 2006, respectively, and approximately $0.8 million and $nil for the nine months ended September 30, 2007 and 2006, respectively.

(d): Accounting for terminal and pipeline operations

In connection with our terminal and pipeline operations, we utilize the accrual method of accounting for revenue and expenses. We generate revenues in our terminal and pipeline operations from throughput fees, storage fees, transportation fees, management fees and cost reimbursements, and fees from other ancillary services. Throughput revenue is recognized when the product is delivered to the customer; storage revenue is recognized ratably over the term of the storage contract; transportation revenue is recognized when the product has been delivered to the customer at the specified delivery location; management fee revenue and cost reimbursements are recognized as the services are performed or as the costs are incurred; and ancillary service revenue is recognized as the services are performed.

(e): 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.

(f): Property, plant and equipment

Depreciation is computed using the straight-line method. Estimated useful lives are 15 to 25 years for plant, which includes buildings, storage tanks, and pipelines, and 3 to 25 years for 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 may not be recoverable based on expected undiscounted cash flows attributable to that asset. If an asset is impaired, the impairment loss to be recognized is the excess of the carrying amount of the asset over its estimated fair value.

(g): Environmental obligations

We accrue for environmental costs that relate to existing conditions caused by past operations when estimable. 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. We recognize our insurance recoveries as a credit to income in the period the insurance recoveries are received.

At September 30, 2007 and December 31, 2006, we have accrued environmental obligations of approximately $1,060,000 and $682,000, respectively, representing our best estimate of our remediation obligations (see Note 9 of Notes to consolidated financial statements). During the nine months ended September 30, 2007, we charged to income approximately $435,000 to increase our estimate of our environmental remediation obligations. During the nine months ended September 30, 2007, we made payments of approximately $57,000 towards our environmental remediation obligations. Changes in our estimates of our environmental remediation obligations may occur as a result of the passage of time and the occurrence of future events.

TransMontaigne Inc. has indemnified us through May 2010 against certain potential environmental claims, losses and expenses occurring before May 27, 2005, associated with the operation of the Florida and Midwest terminal facilities, up to a maximum liability not to exceed $15 million for this indemnification obligation (see Note 2 of Notes to consolidated financial statements). TransMontaigne Inc. has indemnified us through December 2008 against certain potential environmental claims, losses and expenses occurring before January 1, 2006, associated with the operation of the Mobile, Alabama terminal, up to a maximum liability not to exceed $2.5 million for this indemnification obligation (see Note 2 of Notes to consolidated financial statements). TransMontaigne Inc. has indemnified us through December 2011 against certain potential environmental claims, losses and expenses occurring before December 31, 2006, associated with the operation of the Brownsville and River terminals, up to a maximum liability not to exceed $15 million for this indemnification obligation (see Note 2 of Notes to consolidated financial statements).

(h): Asset retirement obligations

Asset retirement obligations are legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development or normal use of the asset. Statement of Financial Accounting Standards No. 143,Accounting for Asset Retirement Obligations, 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's fair value. 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 an underground pipeline. We are unable to predict if and when our long-lived assets will become completely obsolete and require dismantlement. Accordingly, we have not recorded an asset retirement obligation, or corresponding asset, because the future dismantlement and removal dates of our long-lived assets, and the amount of any associated costs, are indeterminable. Changes in our estimates and assumptions may occur as a result of the passage of time and the occurrence of future events.

(i): Equity-based compensation plan

For periods ending prior to July 1, 2005, we accounted for our equity-based compensation awards using the intrinsic value method pursuant to APB Opinion No. 25,Accounting for Stock Issued to Employees.

Effective July 1, 2005, we adopted the provisions of Statement of Financial Accounting Standards No. 123 (R),Share-Based Payment. The adoption of this Statement did not have an impact on our

consolidated financial statements, except for the elimination of deferred equity-based compensation from partners' equity. This Statement requires us to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost will be recognized over the period during which an employee is required to provide service in exchange for the award. We are required to estimate the number of equity instruments that are expected to vest in measuring the total compensation cost to be recognized over the related service period. Compensation cost is recognized over the service period on a straight-line basis.

(j): Income taxes

No provision for income taxes has been reflected in the accompanying consolidated financial statements because Partners is treated as a partnership for federal and state income taxes. As a partnership, all income, gains, losses, expenses, deductions and tax credits generated by Partners flow through to the unitholders of the partnership.

(k): Net earnings (loss) per limited partner unit

EITF Issue No. 03-6,Participating Securities and the Two-Class Method under FASB Statement No. 128 ("EITF 03-6"), addresses the computation of earnings per share by entities that have issued securities other than common stock that contractually entitle the holder to participate in dividends and earnings of the entity when, and if, it declares dividends on its common stock. EITF 03-6 requires that securities that meet the definition of a participating security be considered for inclusion in the computation of basic earnings per unit using the two-class method. Under the two-class method, earnings per unit is calculated as if all of the earnings for the period were distributed under the terms of the partnership agreement, without regard to whether the general partner has discretion over the amount of distributions to be made in any particular period, whether those earnings would actually be distributed during a particular period, or whether the general partner has legal or contractual limitations on its ability to pay distributions that would prevent it from distributing all of the earnings for a particular period.

Pursuant to the requirements of EITF 03-6, an increasing portion of our earnings are allocated to our general partner through operation of the incentive distribution rights in periods in which our net earnings per limited partners' unit exceeds $0.44 per quarter (or $1.76 annually). For the three months ended September 30, 2007 and 2006, our net earnings per limited partners' unit did not exceed $0.44. For the nine months ended September 30, 2007 and 2006, our net earnings per limited partners' unit did not exceed $1.32. Therefore, net earnings allocable to our general partner are limited to 2% of our net earnings for the respective periods.

Basic earnings (loss) per limited partner unit are computed by dividing net earnings (loss) allocable to limited partners by the weighted average number of limited partnership units outstanding during the period, excluding restricted phantom units. Diluted earnings (loss) per limited partner unit are computed by dividing net earnings (loss) allocable to limited partners by the weighted average number of limited partnership units outstanding during the period and, when dilutive, restricted phantom units. Net earnings (loss) allocable to limited partners are net of the earnings (loss) allocable to the general partner.

(l): Reclassifications

Certain amounts in the prior periods have been reclassified to conform to the current period's presentation. Net earnings and partners' equity have not been affected by these reclassifications.

(2) TRANSACTIONS WITH TRANSMONTAIGNE INC. AND MORGAN STANLEY CAPITAL GROUP

Omnibus Agreement. We have an omnibus agreement with TransMontaigne Inc. that will expire in May 2008, unless extended. Under the omnibus agreement, we pay TransMontaigne Inc. an administrative fee for the provision of various general and administrative services for our benefit. At September 30, 2007, the annual administrative fee payable to TransMontaigne Inc. was approximately $7.0 million. If we acquire or construct additional facilities, TransMontaigne Inc. will propose a revised administrative fee covering the provision of services for such additional facilities. If the conflicts committee of our general partner agrees to the revised administrative fee, TransMontaigne Inc. will provide services for the additional facilities pursuant to the agreement. The administrative fee includes expenses incurred by TransMontaigne Inc. to perform centralized corporate functions, such as legal, accounting, treasury, insurance administration and claims processing, health, safety and environmental, information technology, human resources, credit, payroll, taxes and engineering and other corporate services, to the extent such services are not outsourced by TransMontaigne Inc. The omnibus agreement further provides that we pay TransMontaigne Inc. an insurance reimbursement for premiums on insurance policies covering our facilities and operations. At September 30, 2007, the annual insurance reimbursement payable to TransMontaigne Inc. was approximately $1.7 million.

We also reimburse TransMontaigne Inc. for direct operating costs and expenses that TransMontaigne Inc. incurs on our behalf, such as salaries of operational personnel performing services on-site at our terminals and pipeline and the cost of their employee benefits, including 401(k) and health insurance benefits.

Reimbursement of Bonus Awards. We have agreed to reimburse TransMontaigne Services Inc. approximately $1.5 million towards bonus awards granted by TransMontaigne Services Inc. to certain key officers and employees that vest over future service periods. The agreement to reimburse TransMontaigne Services Inc. was conditioned upon the award of bonuses to officers and employees of TransMontaigne Services Inc. of not less than $1.5 million that are deemed invested in our common units during the period that the bonus awards vest. Included in reimbursement of bonus awards for the three and nine months ended September 30, 2007 is approximately $0.4 million and $0.8 million, respectively, of reimbursements paid to TransMontaigne Services Inc.

Environmental Indemnification. Under the omnibus agreement, TransMontaigne Inc. agreed to indemnify us through May 2010 against certain potential environmental claims, losses and expenses occurring before May 27, 2005, and associated with the operation of the Florida and Midwest terminal facilities acquired by us on May 27, 2005. TransMontaigne Inc.'s maximum liability for this indemnification obligation is $15 million. TransMontaigne Inc. has no obligation to indemnify us for losses until such aggregate losses exceed $250,000. TransMontaigne Inc. has no indemnification obligations with respect to environmental claims made as a result of additions to or modifications of environmental laws promulgated after May 27, 2005.

In connection with our acquisition of the Mobile, Alabama terminal, TransMontaigne Inc. agreed to indemnify us through December 2008 against certain potential environmental liabilities associated

with the operation of the Mobile terminal that occurred on or prior to January 1, 2006. Our environmental losses must first exceed $200,000 and TransMontaigne Inc.'s indemnification obligations are capped at $2.5 million. The cap amount does not apply to any environmental liabilities known to exist as of January 1, 2006. TransMontaigne Inc. has no indemnification obligations with respect to environmental claims made as a result of additions to or modifications of environmental laws promulgated after January 1, 2006.

In connection with our acquisition of the Brownsville and River terminals, TransMontaigne Inc. agreed to indemnify us through December 2011 against certain potential environmental liabilities associated with the operation of the Brownsville and River terminals that occurred on or prior to December 31, 2006. Our environmental losses must first exceed $250,000 and TransMontaigne Inc.'s indemnification obligations are capped at $15 million. The cap amount does not apply to any environmental liabilities known to exist as of December 31, 2006. TransMontaigne Inc. has no indemnification obligations with respect to environmental claims made as a result of additions to or modifications of environmental laws promulgated after December 31, 2006.

Terminaling Services Agreement—Florida Terminals and Razorback Pipeline System. Through May 31, 2007, we had a terminaling and transportation services agreement with TransMontaigne Inc. Under this agreement, TransMontaigne Inc. agreed to transport on the Razorback Pipeline and throughput at our Florida, Mt. Vernon, Missouri and Rogers, Arkansas terminals a volume of refined products that would, at the fee and tariff schedule contained in the agreement, result in minimum revenues to us of $20 million per year, or $5 million per quarter, through December 31, 2013. In exchange for TransMontaigne Inc.'s minimum revenue commitment, we agreed to provide TransMontaigne Inc. approximately 2.6 million barrels of light oil storage capacity and approximately 1.3 million barrels of heavy oil storage capacity at certain of our Florida terminals.

Effective June 1, 2007, we entered into a terminaling services agreement with Morgan Stanley Capital Group that replaced our terminaling services agreement with TransMontaigne Inc. relating to our Florida, Mt. Vernon, Missouri and Rogers, Arkansas terminals. The initial term expires on May 31, 2014. After the initial term, the terminaling services agreement will automatically renew for subsequent one-year periods, subject to either party's right to terminate with six months' notice prior to the end of the initial term or the then current renewal term. Under this agreement, Morgan Stanley Capital Group agreed to throughput a volume of refined product that will, at the fee schedule contained in the agreement, result in minimum throughput payments to us of approximately $30 million for the contract year ending May 31, 2008; with stipulated annual increases in throughput payments each contract year thereafter. Morgan Stanley Capital Group's minimum annual throughput payment is subject to adjustment in the event that we should fail to complete construction of and place in service certain capital projects on or before September 30, 2009.

In the event of a force majeure event that renders performance impossible with respect to an asset for at least 30 consecutive days, Morgan Stanley Capital Group's obligations would be temporarily suspended with respect to that asset. If a force majeure event continues for 30 consecutive days or more and results in a diminution in the storage capacity we make available to Morgan Stanley Capital Group, Morgan Stanley Capital Group's minimum throughput payment would be reduced proportionately for the duration of the force majeure event.

Morgan Stanley Capital Group may assign the terminaling services agreement only with the consent of the conflicts committee of our general partner. Upon termination of the agreement, Morgan Stanley Capital Group has a right of first refusal to enter into a new terminaling services agreement with us, provided it pays no less than 105% of the fees offered by the third party.

Revenue Support Agreement—Oklahoma City Terminal. We have a revenue support agreement with TransMontaigne Inc. that provides that in the event any current third-party terminaling agreement should expire, TransMontaigne Inc. agrees to enter into a terminaling services agreement that will expire no earlier than November 1, 2012. The terminaling services agreement will provide that TransMontaigne Inc. agrees to throughput such volume of refined product as may be required to guarantee minimum revenues of $0.8 million per year. If TransMontaigne Inc. fails to meet its minimum revenue commitment in any year, it must pay us the amount of any shortfall within 15 business days following receipt of an invoice from us. In exchange for TransMontaigne Inc.'s minimum revenue commitment, we agreed to provide TransMontaigne Inc. approximately 153,000 barrels of light oil storage capacity at our Oklahoma City terminal. TransMontaigne Inc.'s minimum revenue commitment currently is not in effect because a major oil company is under contract for the utilization of the light oil storage capacity at the terminal.

Terminaling Services Agreement—Mobile Terminal. We have a terminaling and transportation services agreement with TransMontaigne Inc. that will expire on December 31, 2012. Under this agreement, TransMontaigne Inc. agreed to throughput at our Mobile, Alabama terminal a volume of refined products that will, at the fee and tariff schedule contained in the agreement, result in minimum throughput revenues to us of $2.1 million per year. If TransMontaigne Inc. fails to meet its minimum commitment in any year, it must pay us the amount of any shortfall within 15 business days following receipt of an invoice from us. A shortfall payment may be applied as a credit in the following year after TransMontaigne Inc.'s minimum obligations are met. In exchange for TransMontaigne Inc.'s minimum revenue commitment, we agreed to provide TransMontaigne Inc. approximately 46,000 barrels of light oil storage capacity and approximately 65,000 barrels of heavy oil storage capacity at the terminal.

Terminaling Services Agreement—Morgan Stanley Capital Group. We have a terminaling and transportation services agreement with Morgan Stanley Capital Group, relating to our Brownsville, Texas terminal, which will expire on October 31, 2010. Under this agreement, Morgan Stanley Capital Group agreed to throughput a specified minimum amount of fuel oils at our Brownsville, Texas terminal that will result in minimum revenues to us of approximately $2.2 million per year. In exchange for its minimum revenue commitment, we agreed to provide Morgan Stanley Capital Group a minimum amount of storage capacity for such fuel oils.

Terminaling Services Agreement—Brownsville LPG. We have a terminaling and transportation services agreement with TransMontaigne Inc. relating to our Brownsville LPG terminal that will expire on March 31, 2010. Under this agreement, TransMontaigne Inc. agreed to throughput at our Brownsville LPG terminal certain minimum volumes of natural gas liquids that will, under the fee and tariff schedule contained in the agreement, result in minimum revenues to us of approximately $1.4 million per year. In exchange for TransMontaigne Inc.'s minimum throughput commitment, we agreed to provide TransMontaigne Inc. approximately 15,000 barrels of storage capacity at our Brownsville LPG terminal. TransMontaigne Inc.'s minimum revenue commitment will increase to

approximately $2.4 million per year when we increase the LPG storage capacity at our Brownsville LPG terminal to approximately 33,700 barrels.

Terminaling Services Agreement—Renewable Fuels. We have a terminaling and transportation services agreement with TransMontaigne Inc. relating to certain renewable fuels tank capacity at our Brownsville and River terminals that will expire on May 31, 2012. Under this agreement, TransMontaigne Inc. agreed to throughput at these terminals certain minimum volumes of renewable fuels that will, under the fee and tariff schedule contained in the agreement, result in minimum revenues to us of approximately $0.6 million per year. In exchange for TransMontaigne Inc.'s minimum throughput commitment, we agreed to provide TransMontaigne Inc. approximately 116,000 barrels of storage capacity at these terminals.

(3) ACQUISITIONS

Brownsville and River Terminals. Effective December 29, 2006, we acquired from TransMontaigne Inc. a refined product terminal in Brownsville, Texas with approximately 2.2 million barrels of aggregate active storage capacity, twelve refined product terminals along the Mississippi and Ohio Rivers with approximately 2.7 million barrels of aggregate active storage capacity, and the Baton Rouge, Louisiana dock facility for a cash payment of approximately $135.0 million. The Brownsville terminal provides integrated terminaling services to customers, including TransMontaigne Inc. and Morgan Stanley Capital Group, engaged in the distribution and marketing of refined products, natural gas liquids, chemicals, fertilizers and other liquid products. The River terminals provide integrated terminaling services to third parties engaged in the distribution and marketing of refined products, chemicals, fertilizers and other liquid products. The acquisition of the Brownsville and River terminals from TransMontaigne Inc. has been recorded at carryover basis in a manner similar to a reorganization of entities under common control. As such, prior periods include the assets, liabilities, and results of operations of the Brownsville and River terminals from September 1, 2006, the date of acquisition by Morgan Stanley Capital Group of TransMontaigne Inc. The results of operations of the Brownsville and River terminals for periods prior to its actual sale to us have been allocated to TransMontaigne Inc. ("Predecessor"). The difference between the consideration we paid to TransMontaigne Inc. and the carryover basis of the net assets purchased has been reflected in the accompanying consolidated balance sheet and changes in partners' equity as an increase to partners' equity—subordinated units.

As a condition to our acquisition of the Brownsville and River terminals, TransMontaigne Inc. agreed to construct in the future certain additional capital improvements to the facilities. We recognized the additional capital improvements as an increase to property, plant and equipment and a contribution of partners' equity—subordinated units. During the three months ended June 30, 2007, we recorded an increase of approximately $6.3 million to property, plant and equipment with a corresponding contribution of partners' equity-subordinated units, resulting from TransMontaigne Inc.'s authorization and approval of capital improvements to the Brownsville and River terminals. During the three months ended June 30, 2007, TransMontaigne Inc. funded approximately $0.2 million in capital improvements to the terminals. On August 1, 2007, TransMontaigne Inc. paid us $6.1 million in satisfaction of its obligation to complete additional capital improvements to the terminals.

TransMontaigne Inc.'s accounting basis in the assets and liabilities of the Brownsville and River terminals are as follows (in thousands):

		December 29, 2006			September 1, 2006
Cash		$	15		$	15
Trade accounts receivable			—			2,420
Prepaid expenses and other			164			126
Property, plant and equipment			111,621			108,066
Goodwill			23,235			23,235
Other intangible assets, net			3,596			3,699
Other assets, net			10			3
Trade accounts payable			—			(1,221	)
Other accrued liabilities			(136	)		(520	)

	Predecessor equity	$	138,505		$	135,823

The unaudited pro forma combined results of operations as if the acquisition of the Brownsville and River terminals had occurred on January 1, 2006 are as follows (in thousands, except per unit data):

	Three months ended September 30, 2006			Nine months ended September 30, 2006
Revenue	$	19,434		$	59,262

Net loss	$	(2,323	)	$	(359	)

Net loss per limited partner unit—basic and diluted	$	(0.32	)	$	(0.05	)

Mobile Terminal. Effective January 1, 2006, we acquired from TransMontaigne Inc. a refined product terminal in Mobile, Alabama with approximately 0.2 million barrels of aggregate active storage capacity for approximately $17.9 million. The Mobile terminal currently provides integrated terminaling services to TransMontaigne Inc., a major oil company, a crude oil marketing company and a petro-chemical company. The acquisition of the Mobile terminal from TransMontaigne Inc. has been recorded at carryover basis in a manner similar to a reorganization of entities under common control. As such, prior periods include the assets, liabilities, and results of operations of the Mobile terminal from August 1, 2005, the date of acquisition by TransMontaigne Inc. from Radcliff/Economy Marine Services, Inc. The results of operations of the Mobile terminal for periods prior to its sale to us have been allocated to TransMontaigne Inc. ("Predecessor"). The consideration we paid to TransMontaigne Inc. in excess of the carryover basis of the net assets purchased has been reflected in the accompanying consolidated balance sheet and changes in partners' equity as a reduction of partners' equity—subordinated units.

The basis of the assets and liabilities of the Mobile terminal are as follows (in thousands):

		December 31, 2005		August 1, 2005
Trade accounts receivable		$	—	$	72
Property, plant and equipment			8,869		9,137
Trade accounts payable			—		(56	)

	Predecessor equity	$	8,869	$	9,153

(4) CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE

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

	September 30, 2007			December 31, 2006
Trade accounts receivable	$	5,628		$	1,700
Less allowance for doubtful accounts		(150	)		(75	)

	$	5,478		$	1,625

Our primary market areas are located along the Gulf Coast, in Brownsville, Texas, along the Mississippi and Ohio Rivers, and in the Midwest. We have a concentration of trade receivable balances due from companies engaged in the trading, distributing and marketing of refined products, crude oil, chemicals, fertilizers and other liquid products, and the United States government. These concentrations of customers may affect our overall credit risk in that the customers may be similarly affected by changes in economic, regulatory or other factors. Our customers' historical financial and operating information is analyzed prior to extending credit. We manage our exposure to credit risk through credit analysis, credit approvals, credit limits and monitoring procedures, and for certain transactions we may request letters of credit, prepayments or guarantees. We maintain allowances for potentially uncollectible accounts receivable. During the three months ended September 30, 2007 and 2006, we increased the allowance for doubtful accounts through a charge to income of approximately $nil and $75,000, respectively. During the nine months ended September 30, 2007 and 2006, we increased the allowance for doubtful accounts through a charge to income of approximately $83,000 and $75,000, respectively.

TransMontaigne Inc. and Morgan Stanley Capital Group, in the aggregate, accounted for approximately 49% and 54% of our total revenues for the three months ended September 30, 2007 and 2006, respectively. Marathon Petroleum Company LLC ("Marathon") and the previous asphalt storage customer accounted for 11% and 16% of our total revenues for the three months ended September 30, 2007 and 2006, respectively. Valero Energy Corporation accounted for 16% and 7% of our total revenues for the three months ended September 30, 2007 and 2006, respectively.

TransMontaigne Inc. and Morgan Stanley Capital Group, in the aggregate, accounted for approximately 47% and 64% of our total revenues for the nine months ended September 30, 2007 and 2006, respectively. Marathon and the previous asphalt storage customer accounted for 11% and 17% of our total revenues for the nine months ended September 30, 2007 and 2006, respectively. Valero Energy Corporation accounted for 16% and 3% of our total revenues for the nine months ended September 30, 2007 and 2006, respectively.

(5) PREPAID EXPENSES AND OTHER

Prepaid expenses and other are as follows (in thousands):

	September 30, 2007		December 31, 2006
Additive detergent	$	518	$	558
Reimbursements due from the Federal government		724		438
Deposits and other assets		482		160

	$	1,724	$	1,156

Reimbursements due from the Federal government represent costs we have incurred for the development and installation of terminal security plans and enhancements at our Gulf Coast terminals.

(6) PROPERTY, PLANT AND EQUIPMENT, NET

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

	September 30, 2007			December 31, 2006
Land	$	34,064		$	34,039
Terminals, pipelines and equipment		233,387			231,607
Furniture, fixtures and equipment		883			874
Construction in progress		13,250			8,132

		281,584			274,652
Less accumulated depreciation		(48,858	)		(39,578	)

	$	232,726		$	235,074

(7) GOODWILL

At September 30, 2007 and December 31, 2006, goodwill is approximately $23.2 million resulting from the acquisition of the Brownsville and River terminals from TransMontaigne Inc. The acquisition of the Brownsville and River terminals from TransMontaigne Inc. has been recorded at TransMontaigne Inc.'s carryover basis in a manner similar to a reorganization of entities under common control (see Note 3 of Notes to consolidated financial statements). TransMontaigne Inc.'s carryover basis in the Brownsville and River terminals is derived from the application of pushdown accounting associated with Morgan Stanley Capital Group's acquisition of TransMontaigne Inc. on September 1, 2006. Goodwill represents the excess of Morgan Stanley Capital Group's aggregate purchase price over the fair value of the identifiable assets acquired attributable to the Brownsville and River terminals. Goodwill is not amortized, but instead is tested for impairment on an annual basis during the three months ended December 31.

(8) OTHER ASSETS, NET

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

		September 30, 2007		December 31, 2006
Deferred financing costs, net of accumulated amortization of $1,123 and $nil		$	1,614	$	2,603
Advance towards acquisition of certain Rio Vista operations			6,500		—
Identifiable intangible assets, net:
	Customer relationships, net of accumulated amortization of $231 and $nil, respectively		3,365		3,596
	Coastal Fuels trade name, net of accumulated amortization of $2,292 and $1,917, respectively		208		583
Deposits and other assets			36		19

		$	11,723	$	6,801

Deferred financing costs are amortized using the interest method over the term of the related credit facility (see Note 10 of Notes to consolidated financial statements). On December 22, 2006, we entered into an amended and restated senior secured credit facility and incurred deferred financing costs of approximately $2.6 million. On December 29, 2006, we repaid and cancelled our former credit facility. During the three months ended June 30, 2007, we repaid our $75 million term loan outstanding under the Senior Secured Credit Facility, resulting in a charge to income of approximately $0.8 million for the write-off of the associated unamortized deferred financing costs related to the $75 million term loan.

On September 18, 2007, we signed a binding letter of intent with Rio Vista Energy Partners L.P. ("Rio Vista") to acquire Rio Vista's LPG terminal facility in Matamoros, Mexico; two pipelines, together with associated rights of way and easements, which run from Brownsville, Texas to Matamoros, Mexico; and a permit to distribute liquefied petroleum gas to Mexico's state-owned petroleum company. The total purchase price for the referenced assets is approximately $10.5 million, subject to adjustments at closing, and is expected to close prior to December 31, 2007. We advanced to Rio Vista approximately $6.5 million that will be applied as a credit towards the total purchase price. The advance is due and payable upon demand in the event the transaction does not close prior to December 31, 2007 and is secured by certain of the assets included in the acquisition.

Our acquisitions from TransMontaigne Inc. have been recorded at TransMontaigne Inc.'s carryover basis in a manner similar to a reorganization of entities under common control (see Note 3 of Notes to consolidated financial statements). Identifiable intangible assets, net include the carryover basis of certain customer relationships at our Brownsville and River terminals and the right to use the Coastal Fuels trade name at our Florida terminals. The carryover basis of the customer relationships is being amortized on a straight-line basis over twelve years; the carryover basis of the Coastal Fuels trade name is being amortized on a straight-line basis over five years.

(9) OTHER ACCRUED LIABILITIES

Other accrued liabilities are as follows (in thousands):

	September 30, 2007		December 31, 2006
Accrued property taxes	$	1,809	$	177
Accrued environmental obligations		1,060		682
Customer advances and deposits		3,221		146
Interest payable		—		87
Accrued expenses and other		90		373

	$	6,180	$	1,465

(10) LONG-TERM DEBT

Senior Secured Credit Facility. On December 22, 2006, we entered into an amended and restated senior secured credit facility ("Senior Secured Credit Facility") with a consortium of lending institutions. At September 30, 2007 and December 31, 2006, our outstanding borrowings under the Senior Secured Credit Facility were approximately $2.8 million and $189.6 million, respectively. At September 30, 2007 and December 31, 2006, our outstanding letters of credit were approximately $147,000 and $210,000, respectively.

At June 30, 2007, after repayment of the $75 million term loan outstanding under the Senior Secured Credit Facility with a portion of the proceeds from our May 2007 secondary offering of common units, the Senior Secured Credit Facility provided for a $150 million revolving credit facility (see Note 11 of Notes to consolidated financial statements). On July 12, 2007, we amended the Senior Secured Credit Facility to increase the maximum amount of the revolving credit line from $150 million to $200 million. As a result, the Senior Secured Credit Facility provides for a maximum borrowing line of credit equal to the lesser of (i) $200 million and (ii) four times Consolidated EBITDA (as defined; $142.0 million at September 30, 2007). In addition, at our request, the term loan commitment or the revolving loan commitment can be increased up to an additional $50 million, in the aggregate, without the approval of the lenders, but subject to the approval of the administrative agent and the receipt of additional commitments from one or more lenders. We may elect to have loans under the Senior Secured Credit Facility bear interest either (i) at a rate of LIBOR plus a margin ranging from 1.50% to 2.50% depending on the total leverage ratio then in effect, or (ii) at a base rate (the greater of (a) the federal funds rate plus 0.5% or (b) the prime rate) plus a margin ranging from 0.5% to 1.5% depending on the total leverage ratio then in effect. We also pay a commitment fee ranging from 0.30% to 0.50% per annum, depending on the total leverage ratio then in effect, on the total amount of unused commitments. For the three and nine months ended September 30, 2007, the weighted average interest rate on borrowings under our Senior Secured Credit Facility was approximately 7.8% and 7.9%, respectively. Our obligations under the Senior Secured Credit Facility are secured by a first priority security interest in favor of the lenders in our assets, including cash, accounts receivable, inventory, general intangibles, investment property, contract rights and real property. The terms of the Senior Secured Credit Facility include covenants that restrict our ability to make cash distributions and acquisitions. The principal balance of loans and any accrued and unpaid interest will be due and payable in full on the maturity date, December 22, 2011.

covenants contained in the Senior Secured Credit Facility are (i) a total leverage ratio test (not to exceed 4.5 times), (ii) a senior secured leverage ratio test (not to exceed 4.0 times), and (iii) a minimum interest coverage ratio test (not to be less than 2.5 times through December 31, 2007, and not less than 2.75 times thereafter).

Former Credit Facility. On May 9, 2005, we entered into a $75 million senior secured credit facility ("Former Credit Facility"). The Former Credit Facility provided for a maximum borrowing line of credit equal to the lesser of (i) $75 million and (ii) four times Consolidated EBITDA (as defined; $89.8 million at June 30, 2006). The maximum borrowing amount was reduced by the amount of letters of credit that were outstanding. The weighted average interest rate on borrowings under our Former Credit Facility was 7.0% and 6.5% during the three and nine months ended September 30, 2006, respectively. On December 29, 2006, we repaid all outstanding borrowings under the Former Credit Facility with the proceeds from the initial borrowings under our new Senior Secured Credit Facility and the Former Credit Facility was cancelled.

(11) PARTNERS' EQUITY

On May 23, 2007, we issued, pursuant to an underwritten public offering, 4.8 million common units representing limited partner interests at a public offering price of $36.80 per common unit. On June 20, 2007, the underwriters of our secondary offering exercised a portion of their over-allotment option to purchase an additional 349,800 common units representing limited partnership interests at a price of $36.80 per common unit. The net proceeds from the offering were approximately $180.0 million, after deducting underwriting discounts, commissions, and offering expenses of approximately $9.6 million. Additionally, TransMontaigne GP L.L.C., our general partner, made a cash contribution of approximately $3.9 million to us to maintain its 2% general partner interest.

(12) LONG-TERM INCENTIVE PLAN

TransMontaigne GP L.L.C. ("TransMontaigne GP") is our general partner and manages our operations and activities. TransMontaigne Services Inc. is a wholly-owned subsidiary of TransMontaigne Inc. and is the sole member of TransMontaigne GP. TransMontaigne Services Inc. adopted a long-term incentive plan for its employees and consultants and non-officer directors of our general partner. The long-term incentive plan currently permits the grant of awards covering an aggregate of 345,895 common units, which amount will automatically increase on an annual basis by 2% of the total outstanding common and subordinated units at the end of the preceding fiscal year. As of September 30, 2007, 306,290 common units are available for future grant under the long-term incentive plan. Ownership in the awards is subject to forfeiture until the vesting date, but recipients have distribution and voting rights from the date of grant. The plan is administered by the compensation committee of the board of directors of our general partner. On May 7, 2007, we announced a program for the repurchase of outstanding common units for purposes of making subsequent grants of restricted phantom units to non-officer directors of our general partner. We anticipate repurchasing annually up to 10,000 common units for this purpose. As of September 30, 2007, we have repurchased 840 common units pursuant to the program.

On March 31, 2007, TransMontaigne Services Inc. granted 10,000 restricted phantom units to the non-officer directors of our general partner. On March 31, 2006, TransMontaigne Services Inc. granted 58,000 restricted phantom units to its key employees and executive officers, and non-employee directors of our general partner. On May 27, 2005, TransMontaigne Services Inc. granted 120,000 restricted common units to its key employees and executive officers, and non-employee directors of our general

partner. We recognized deferred equity-based compensation of approximately $0.4 million, $1.7 million and $2.6 million associated with the March 2007, March 2006 and May 2005 grants, respectively.

Pursuant to the terms of the long-term incentive plan, all restricted phantom units and restricted common units vest upon a change in control of TransMontaigne Inc. As such, all grants of restricted phantom units and restricted common units made prior to September 1, 2006, became fully vested on September 1, 2006 when Morgan Stanley Capital Group acquired TransMontaigne Inc. Amortization of deferred equity-based compensation of approximately $22,000 and $0.2 million is included in direct general and administrative expense for the three months ended September 30, 2007 and 2006, respectively. Amortization of deferred equity-based compensation of approximately $44,000 and $3.9 million is included in direct general and administrative expense for the nine months ended September 30, 2007 and 2006, respectively.

(13) COMMITMENTS AND CONTINGENCIES

Operating Leases. We lease property and equipment under non-cancelable operating leases that extend through April 2021. At September 30, 2007, future minimum lease payments under these non-cancelable operating leases are as follows (in thousands):

Years ending December 31:	Property and equipment
2007 (remainder of the year)	$	213
2008		706
2009		662
2010		617
2011		244
Thereafter		1,199

	$	3,641

Rental expense under operating leases was approximately $202,000 and $117,000 for the three months ended September 30, 2007 and 2006, respectively. Rental expense under operating leases was approximately $630,000 and $273,000 for the nine months ended September 30, 2007 and 2006, respectively.

(14) NET EARNINGS (LOSS) PER LIMITED PARTNER UNIT

The following table reconciles the computation of basic and diluted weighted average units (in thousands):

	Three months ended September 30,		Nine months ended September 30,
	2007	2006	2007	2006
Basic weighted average units	12,444	7,273	9,730	7,279
Dilutive effect of restricted phantom units	1	—	1	5

Diluted weighted average units	12,445	7,273	9,731	7,284

For the three and nine months ended September 30, 2007, we included the dilutive effect of 10,000 restricted phantom units in the computation of diluted net earnings per limited partners' unit because the average quoted market price of our common units for the period exceeded the related unamortized

deferred compensation. For the nine months ended September 30, 2006, we included the dilutive effect of 58,000 restricted phantom units, prior to their vesting on September 1, 2006, in the computation of diluted net earnings per limited partners' unit because the average quoted market price of our common units for the period exceeded the related unamortized deferred compensation.

We exclude potentially dilutive securities from our computation of diluted earnings per limited partner unit when their effect would be anti-dilutive. There were no anti-dilutive securities for the three months ended September 30, 2006.

(15) BUSINESS SEGMENTS

We provide integrated terminaling, storage, transportation and related services to companies engaged in the trading, distribution and marketing of refined products, crude oil, chemicals, fertilizers and other liquid products. Our chief operating decision maker is our general partner's chief executive officer ("CEO"). Our general partner's CEO reviews the financial performance of our business segments using disaggregated financial information about "net margins" for purposes of making operating decisions and assessing financial performance. "Net margins" is composed of revenues less direct operating costs and expenses. Accordingly, we present "net margins" for each of our business segments: (i) Gulf Coast terminals, (ii) Midwest terminals and pipeline system, (iii) Brownsville terminal and (iv) River terminals.

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

		Three months ended September 30,						Nine months ended September 30,
		2007			2006			2007			2006
Gulf Coast Terminals:
Throughput and additive injection fees, net		$	7,205		$	4,695		$	21,264		$	14,889
Storage			2,201			2,815			7,234			8,207
Other			1,427			2,218			3,527			6,577

	Revenues		10,833			9,728			32,025			29,673
	Direct operating costs and expenses		(4,405	)		(4,837	)		(13,650	)		(14,263	)

	Net margins		6,428			4,891			18,375			15,410

Midwest Terminals and Pipeline System:
Throughput and additive injection fees, net			820			736			2,171			2,349
Pipeline transportation fees			481			580			1,612			1,835
Other			39			376			787			1,216

	Revenues		1,340			1,692			4,570			5,400
	Direct operating costs and expenses		(1,060	)		(446	)		(2,046	)		(1,194	)

	Net margins		280			1,246			2,524			4,206

Brownsville Terminal (since September 1, 2006):
Throughput and additive injection fees, net			1,646			403			4,662			403
Storage			1,162			468			4,187			468
Other			855			140			2,881			140

	Revenues		3,663			1,011			11,730			1,011
	Direct operating costs and expenses		(1,952	)		(584	)		(6,673	)		(584	)

	Net margins		1,711			427			5,057			427

River Terminals (since September 1, 2006):
Throughput and additive injection fees, net			972			376			3,113			376
Storage			3,757			1,045			10,951			1,045
Other			141			(2	)		420			(2	)

	Revenues		4,870			1,419			14,484			1,419
	Direct operating costs and expenses		(1,537	)		(641	)		(5,151	)		(641	)

	Net margins		3,333			778			9,333			778

Total net margins			11,752			7,342			35,289			20,821
	Direct general and administrative expenses		(288	)		(3,761	)		(1,642	)		(5,533	)
	Allocated general and administrative expenses		(1,758	)		(1,135	)		(5,219	)		(2,769	)
	Allocated insurance expense		(413	)		(304	)		(1,238	)		(804	)
	Reimbursement of bonus awards		(375	)		—			(750	)		—
	Depreciation and amortization		(3,473	)		(2,250	)		(9,883	)		(5,982	)

	Operating income (loss)		5,445			(108	)		16,557			5,733
Other income (expense), net			(242	)		(937	)		(7,433	)		(2,522	)

	Net earnings (loss)	$	5,203		$	(1,045	)	$	9,124		$	3,211

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

		Three months ended September 30, 2007
		Gulf Coast Terminals		Midwest Terminals and Pipeline System		Brownsville Terminal		River Terminals			Total
Revenues from external customers		$	2,915	$	281	$	2,529	$	4,930		$	10,655
Revenues from TransMontaigne Inc. and Morgan Stanley Capital Group			7,918		1,059		1,134		(60	)		10,051

	Revenues	$	10,833	$	1,340	$	3,663	$	4,870		$	20,706

Identifiable assets		$	116,123	$	10,384	$	56,604	$	67,065		$	250,176

Capital expenditures		$	1,286	$	49	$	788	$	156		$	2,279

		Three months ended September 30, 2006
		Gulf Coast Terminals		Midwest Terminals and Pipeline System		Brownsville Terminal		River Terminals			Total
Revenues from external customers		$	3,618	$	308	$	1,011	$	1,468		$	6,405
Revenues from TransMontaigne Inc. and Morgan Stanley Capital Group			6,110		1,384		—		(49	)		7,445

	Revenues	$	9,728	$	1,692	$	1,011	$	1,419		$	13,850

Identifiable assets		$	115,123	$	11,467	$	49,576	$	65,664		$	241,830

Capital expenditures		$	531	$	20	$	357	$	57		$	965

		Nine months ended September 30, 2007
		Gulf Coast Terminals		Midwest Terminals and Pipeline System		Brownsville Terminal		River Terminals			Total
Revenues from external customers		$	9,633	$	807	$	8,552	$	14,563		$	33,555
Revenues from TransMontaigne Inc. and Morgan Stanley Capital Group			22,392		3,763		3,178		(79	)		29,254

	Revenues	$	32,025	$	4,570	$	11,730	$	14,484		$	62,809

Identifiable assets		$	116,123	$	10,384	$	56,604	$	67,065		$	250,176

Capital expenditures		$	4,785	$	112	$	1,848	$	231		$	6,976

		Nine months ended September 30, 2006
		Gulf Coast Terminals		Midwest Terminals and Pipeline System		Brownsville Terminal		River Terminals			Total
Revenues from external customers		$	10,244	$	942	$	1,011	$	1,468		$	13,665
Revenues from TransMontaigne Inc. and Morgan Stanley Capital Group			19,429		4,458		—		(49	)		23,838

	Revenues	$	29,673	$	5,400	$	1,011	$	1,419		$	37,503

Identifiable assets		$	115,123	$	11,467	$	49,576	$	65,664		$	241,830

Capital expenditures		$	1,984	$	69	$	357	$	57		$	2,467

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the results of operations and financial condition should be read in conjunction with the accompanying unaudited consolidated financial statements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

A summary of the significant accounting policies that we have adopted and followed in the preparation of our consolidated financial statements is detailed in our consolidated financial statements for the year ended December 31, 2006, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2007 (see Note 1 of Notes to the consolidated financial statements). Certain of these accounting policies require the use of estimates. The following estimates, in our opinion, are subjective in nature, require the exercise of judgment, and involve complex analysis: allowance for doubtful accounts and accrued environmental obligations. These estimates are based on our knowledge and understanding of current conditions and actions we may take in the future. Changes in these estimates will occur as a result of the passage of time and the occurrence of future events. Subsequent changes in these estimates may have a significant impact on our financial condition and results of operations.

SIGNIFICANT DEVELOPMENTS DURING THE THREE MONTHS ENDED SEPTEMBER 30, 2007

On July 12, 2007, we amended the Senior Secured Credit Facility to increase the amount of revolving credit permissible under the facility from $150 million to $200 million.

On July 20, 2007, we announced a distribution of $0.50 per unit for the period from April 1, 2007 through June 30, 2007, payable on August 7, 2007 to unitholders of record on July 31, 2007.

SUBSEQUENT EVENTS

On October 19, 2007, we announced a distribution of $0.50 per unit for the period from July 1, 2007 through September 30, 2007, payable on November 6, 2007 to unitholders of record on October 31, 2007.

RESULTS OF OPERATIONS—THREE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006

In reviewing our historical results of operations, you should be aware that the accompanying consolidated financial statements include the assets, liabilities and results of operations of certain TransMontaigne Inc. terminal and pipeline transportation operations prior to their acquisition by us from TransMontaigne Inc. The results of operations of TransMontaigne Inc.'s terminals and pipelines prior to being acquired by us are reflected in the accompanying consolidated financial statements as being attributable to TransMontaigne Inc. ("Predecessor"). The acquired assets and liabilities have been recorded at TransMontaigne Inc.'s carryover basis.

At the closing of our initial public offering on May 27, 2005, we acquired from TransMontaigne Inc. seven Florida terminals, including terminals located in Tampa, Port Manatee, Fisher Island, Port Everglades (North), Port Everglades (South), Cape Canaveral, and Jacksonville; and the Razorback Pipeline system, including the terminals located at Mt. Vernon, Missouri and Rogers, Arkansas in exchange for 120,000 common units, 2,872,266 subordinated units, a 2% general partner interest, and a cash payment of approximately $111.5 million. On January 1, 2006, we acquired from TransMontaigne Inc. the Mobile, Alabama terminal in exchange for a cash payment of approximately $17.9 million (see Note 3 of Notes to consolidated financial statements). On December 29, 2006, we acquired from TransMontaigne Inc. the Brownsville, Texas terminal, twelve terminals along the Mississippi and Ohio Rivers ("River terminals"), and the Baton Rouge, Louisiana dock facility in exchange for a cash payment of approximately $135.0 million (see Note 3 of Notes to consolidated financial statements). The acquisitions of terminal and pipeline operations from TransMontaigne Inc. have been accounted for as transactions among entities under common control and, accordingly, prior periods include the activity of the acquired terminal and pipeline operations since the date common control was established. For acquisitions made by us from TransMontaigne Inc. prior to September 1, 2006, common control was established as of the date TransMontaigne Inc. purchased the terminal and pipeline operation. For acquisitions made by us from TransMontaigne Inc. on or after September 1, 2006, common control was established as of September 1, 2006 (the date Morgan Stanley Capital Group purchased TransMontaigne Inc.).

The historical results of operations reflect the impact of the following acquisitions:

•: the purchase of the Brownsville terminal, River terminals and the Baton Rouge, Louisiana dock facility by Morgan Stanley Capital Group, completed in September 2006 when it acquired TransMontaigne Inc., and subsequent acquisition by us from TransMontaigne Inc. in December 2006; and
•: the purchase of the Mobile, Alabama terminal by TransMontaigne Inc., completed in August 2005, and subsequent acquisition by us from TransMontaigne Inc. in January 2006.

Revenues. We derive revenues from our terminal and pipeline transportation operations by charging fees for providing integrated terminaling, transportation and related services. Our revenues were as follows (in thousands):

		Three months ended September 30,
		2007		2006
Throughput and additive injection fees, net		$	10,643	$	6,210
Terminaling storage fees			7,120		4,328
Pipeline transportation fees			481		580
Management fees and reimbursed costs			327		347
Other			2,135		2,385

	Revenues	$	20,706	$	13,850

The revenues of our business segments were as follows (in thousands):

		Three months ended September 30,
		2007		2006
Gulf Coast terminals		$	10,833	$	9,728
Midwest terminals and pipeline system			1,340		1,692
Brownsville terminal (since September 1, 2006)			3,663		1,011
River terminals (since September 1, 2006)			4,870		1,419

	Revenues	$	20,706	$	13,850

Effective December 29, 2006, we acquired the Brownsville terminal, River terminals and the Baton Rouge, Louisiana dock facility from TransMontaigne Inc. The Brownsville terminal, River terminals and the Baton Rouge, Louisiana dock facility are included in our results of operations from September 1, 2006, the date of Morgan Stanley Capital Group's acquisition of TransMontaigne Inc.

Throughput and Additive Injection Fees, Net. We earn throughput fees for each barrel of product that is distributed at our terminals by our customers. Terminal throughput fees are based on the volume of product distributed at the facility's truck loading racks, generally at a standard rate per barrel of product. We provide additive injection services in connection with the delivery of product at our terminals. These fees generally are based on the volume of product injected and delivered over the rack at our terminals. The throughput and additive injection fees, net by business segments were as follows (in thousands):

		Three months ended September 30,
		2007		2006
Gulf Coast terminals		$	7,205	$	4,695
Midwest terminals and pipeline system			820		736
Brownsville terminal (since September 1, 2006)			1,646		403
River terminals (since September 1, 2006)			972		376

	Throughput and additive injection fees, net	$	10,643	$	6,210

Effective April 1, 2007, we entered into a Terminaling Services Agreement with TransMontaigne Inc. for additional tank capacity at our Florida terminals. Effective June 1, 2007, we entered into a Terminaling Services Agreement with Morgan Stanley Capital Group that replaced our terminaling services agreement with TransMontaigne Inc. relating to our Florida, Mt. Vernon, Missouri and Rogers, Arkansas terminals. For the three months ended September 30, 2007, we recognized approximately $2.4 million of additional throughput and additive injection fees, net due to an increase in rates charged and additional tank capacity provided for under the Terminaling Services Agreement with Morgan Stanley Capital Group.

Included in throughput and additive injection fees, net for the three months ended September 30, 2007 and 2006, are fees charged to TransMontaigne Inc. and Morgan Stanley Capital Group of approximately $8.7 million and $5.0 million, respectively.

the terminaling services agreement and the type of product. The terminaling storage fees by business segments were as follows (in thousands):

		Three months ended September 30,
		2007		2006
Gulf Coast terminals		$	2,201	$	2,815
Midwest terminals and pipeline system			—		—
Brownsville terminal (since September 1, 2006)			1,162		468
River terminals (since September 1, 2006)			3,757		1,045

	Terminaling storage fees	$	7,120	$	4,328

Effective April 1, 2007, certain Florida terminal storage agreements with third party customers expired, resulting in a decline of approximately $0.6 million in terminaling storage fees. Upon expiration of these agreements, we granted TransMontaigne Inc. (and subsequently Morgan Stanley Capital Group) the right to throughput additional products utilizing that tank capacity pursuant to their Terminaling Services Agreement.

Included in terminaling storage fees for the three months ended September 30, 2007 and 2006, are fees charged to TransMontaigne Inc. and Morgan Stanley Capital Group of approximately $60,000 and $60,000, respectively.

Pipeline Transportation Fees. We earn pipeline transportation fees at our Razorback Pipeline based on the volume of product transported and the distance from the origin point to the delivery point. The Federal Energy Regulatory Commission regulates the tariff on the Razorback Pipeline. Included in pipeline transportation fees for the three months ended September 30, 2007 and 2006, are fees charged to TransMontaigne Inc. and Morgan Stanley Capital Group of approximately $0.5 million and $0.6 million, respectively.

Management Fees and Reimbursed Costs. We manage and operate for a major oil company certain tank capacity at our Port Everglades (South) terminal and receive reimbursement of its proportionate share of operating and maintenance costs. We also manage and operate for an affiliate of Mexico's state- owned petroleum company a bi-directional products pipeline connected to our Brownsville, Texas terminal facility and receive a management fee and reimbursement of costs. From May 27, 2005 through August 31, 2006, we managed and operated on behalf of TransMontaigne Inc. certain tank capacity owned by a utility and received a management fee from TransMontaigne Inc. Effective September 1, 2006, our agreement with TransMontaigne Inc. to manage and operate the utility's tank capacity was terminated. For the three months ended September 30, 2006, we recognized management fees of approximately $202,000 for managing and operating on behalf of TransMontaigne Inc. certain tank capacity owned by the utility. The management fees and reimbursed costs by business segments were as follows (in thousands):

		Three months ended September 30,
		2007		2006
Gulf Coast terminals		$	32	$	263
Midwest terminals and pipeline system			—		—
Brownsville terminal (since September 1, 2006)			295		84
River terminals (since September 1, 2006)			—		—

	Management fees and reimbursed costs	$	327	$	347

Included in management fees and reimbursed costs for the three months ended September 30, 2007 and 2006, are fees charged to TransMontaigne Inc. of approximately $nil and $0.2 million, respectively.

Other Revenue. We provide ancillary services including heating and mixing of stored products and product transfer services. We also recognize gains from the sale of product to our affiliates resulting from the excess of product deposited by certain of our customers into our terminals over the amount of product that the customer is contractually permitted to withdraw from those terminals. The other revenue by business segments were as follows (in thousands):

		Three months ended September 30,
		2007		2006
Gulf Coast terminals		$	1,395	$	1,955
Midwest terminals and pipeline system			39		376
Brownsville terminal (since September 1, 2006)			560		56
River terminals (since September 1, 2006)			141		(2	)

	Other revenue	$	2,135	$	2,385

Effective September 1, 2006, we amended our Terminaling Services Agreement with TransMontaigne Inc. to eliminate the retention by us of a loss allowance on product receipts at our Florida terminals. We continue to retain a loss allowance on product receipts at our Mobile and Oklahoma City terminals. Included in other revenue for the three months ended September 30, 2007 and 2006, are product gains, including product retained under the product gain/loss allowance provisions in our terminaling services agreements with certain of our customers, of approximately $0.3 million and $1.6 million, respectively.

Included in other revenue for the three months ended September 30, 2007 and 2006, are amounts charged to TransMontaigne Inc. and Morgan Stanley Capital Group of approximately $0.8 million and $1.6 million, respectively.

Costs and Expenses. The direct operating costs and expenses of our operations include the directly related wages and employee benefits, utilities, communications, maintenance and repairs, property taxes, rent, vehicle expenses, environmental compliance costs, materials and supplies. The direct operating costs and expenses of our operations were as follows (in thousands):

		Three months ended September 30,
		2007		2006
Wages and employee benefits		$	2,638	$	1,639
Utilities and communication charges			705		554
Repairs and maintenance			3,139		2,520
Office, rentals and property taxes			1,009		763
Vehicles and fuel costs			580		500
Environmental compliance costs			813		326
Other			70		206
Less—property and environmental insurance recoveries			—		—

	Direct operating costs and expenses	$	8,954	$	6,508

The direct operating costs and expenses of our business segments were as follows (in thousands):

		Three months ended September 30,
		2007		2006
Gulf Coast terminals		$	4,405	$	4,837
Midwest terminals and pipeline system			1,060		446
Brownsville terminal (since September 1, 2006)			1,952		584
River terminals (since September 1, 2006)			1,537		641

	Direct operating costs and expenses	$	8,954	$	6,508

Effective December 29, 2006, we acquired the Brownsville terminal, River terminals and the Baton Rouge, Louisiana dock facility from TransMontaigne Inc. The Brownsville terminal, River terminals and Baton Rouge, Louisiana dock facility are included in our results of operations from September 1, 2006, the date of Morgan Stanley Capital Group's acquisition of TransMontaigne Inc.

The direct general and administrative expenses of our operations include costs related to operating as a public entity, such as accounting and legal costs associated with annual and quarterly reports and tax return and Schedule K-1 preparation and distribution, independent director fees and amortization of deferred equity-based compensation. Direct general and administrative expenses were as follows (in thousands):

		Three months ended September 30,
		2007		2006
Accounting and tax expenses		$	78	$	34
Legal expenses			78		66
Independent director fees and investor relations expenses			56		67
Amortization of deferred equity-based compensation			22		180
Acceleration of vesting of all outstanding restricted phantom units and restricted common units			—		3,258
Provision for bad debts			—		75
Other			54		81

	Direct general and administrative expenses	$	288	$	3,761

The accompanying consolidated financial statements include allocated general and administrative charges from TransMontaigne Inc. for allocations of indirect corporate overhead to cover costs of centralized corporate functions such as legal, accounting, treasury, insurance administration and claims processing, health, safety and environmental, information technology, human resources, credit, payroll, taxes, engineering and other corporate services. The allocated general and administrative expenses were approximately $1.8 million and $1.1 million for the three months ended September 30, 2007 and 2006, respectively. For the three months ended September 30, 2007 and 2006, allocated general and administrative expenses include approximately $0.9 million and $0.3 million, respectively, related to the Brownsville and River terminals.

The accompanying consolidated financial statements also include allocated insurance charges from TransMontaigne Inc. for allocations of insurance premiums to cover costs of insuring activities such as property, casualty, pollution, automobile, directors' and officers', and other insurable risks. The allocated insurance expenses were approximately $0.4 million and $0.3 million for the three months ended September 30, 2007 and 2006, respectively. For the three months ended September 30, 2007 and

2006, allocated insurance expense includes approximately $0.2 million and $54,000, respectively, related to the Brownsville and River terminals.

The accompanying consolidated financial statements also include reimbursement of bonus awards for reimbursements paid to TransMontaigne Services Inc. towards bonus awards granted by TransMontaigne Services Inc. to certain key officers and employees that vest over future service periods. The reimbursement of bonus awards was approximately $0.4 million and $nil for the three months ended September 30, 2007 and 2006, respectively.

For the three months ended September 30, 2007 and 2006, depreciation and amortization expense was approximately $3.5 million and $2.3 million, respectively. For the three months ended September 30, 2007 and 2006, depreciation and amortization expense includes approximately $1.5 million and $0.4 million, respectively, related to the Brownsville and River terminals.

RESULTS OF OPERATIONS—NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006

		Nine months ended September 30,
		2007		2006
Throughput and additive injection fees, net		$	31,210	$	18,017
Terminaling storage fees			22,372		9,720
Pipeline transportation fees			1,612		1,835
Management fees and reimbursed costs			989		978
Other			6,626		6,953

	Revenues	$	62,809	$	37,503

The revenues of our business segments were as follows (in thousands):

		Nine months ended September 30,
		2007		2006
Gulf Coast terminals		$	32,025	$	29,673
Midwest terminals and pipeline system			4,570		5,400
Brownsville terminal (since September 1, 2006)			11,730		1,011
River terminals (since September 1, 2006)			14,484		1,419

	Revenues	$	62,809	$	37,503

rack at our terminals. The throughput and additive injection fees, net by business segments were as follows (in thousands):

		Nine months ended September 30,
		2007		2006
Gulf Coast terminals		$	21,264	$	14,889
Midwest terminals and pipeline system			2,171		2,349
Brownsville terminal (since September 1, 2006)			4,662		403
River terminals (since September 1, 2006)			3,113		376

	Throughput and additive injection fees, net	$	31,210	$	18,017

Effective September 1, 2006, we amended our Terminaling Services Agreement with TransMontaigne Inc. The amendment eliminated the retention by us of a loss allowance on product receipts at our Florida terminals and the collection by us of a management fee for managing and operating on behalf of TransMontaigne Inc. certain tank capacity owned by a utility. In exchange, the amendment provides for an increase in throughput fees charged on light and heavy oil volumes at our Florida terminals. Effective April 1, 2007, we entered into a Terminaling Services Agreement with TransMontaigne Inc. for additional tank capacity at our Florida terminals. Effective June 1, 2007, we entered into a Terminaling Services Agreement with Morgan Stanley Capital Group that replaced our terminaling services agreement with TransMontaigne Inc. relating to our Florida, Mt. Vernon, Missouri and Rogers, Arkansas terminals.

The cumulative effect of the changes to these Terminaling Services Agreements resulted in approximately $5.6 million of additional throughput and additive injection fees, net for the nine months ended September 30, 2007 as compared to the nine months ended September 30, 2006.

Included in throughput and additive injection fees, net for the nine months ended September 30, 2007 and 2006, are fees charged to TransMontaigne Inc. and Morgan Stanley Capital Group of approximately $24.5 million and $15.9 million, respectively.

Terminaling Storage Fees. We provide storage capacity at our terminals. Terminaling storage fees generally are based on a rate per barrel of storage capacity per month and vary with the duration of the terminaling services agreement and the type of product. The terminaling storage fees by business segments were as follows (in thousands):

		Nine months ended September 30,
		2007		2006
Gulf Coast terminals		$	7,234	$	8,207
Midwest terminals and pipeline system			—		—
Brownsville terminal (since September 1, 2006)			4,187		468
River terminals (since September 1, 2006)			10,951		1,045

	Terminaling storage fees	$	22,372	$	9,720

Effective April 1, 2007, certain Florida terminal storage agreements with third party customers expired, resulting in a decline of approximately $1.2 million in terminaling storage fees. Upon expiration of these agreements, we granted TransMontaigne Inc. (and subsequently Morgan Stanley Capital Group) the right to throughput additional products utilizing that tank capacity pursuant to their Terminaling Services Agreement.

Included in terminaling storage fees for the nine months ended September 30, 2007 and 2006, are fees charged to TransMontaigne Inc. and Morgan Stanley Capital Group of approximately $1.2 million and $0.2 million, respectively.

Pipeline Transportation Fees. We earn pipeline transportation fees at our Razorback Pipeline based on the volume of product transported and the distance from the origin point to the delivery point. The Federal Energy Regulatory Commission regulates the tariff on the Razorback Pipeline. Included in pipeline transportation fees for the nine months ended September 30, 2007 and 2006, are fees charged to TransMontaigne Inc. and Morgan Stanley Capital Group of approximately $1.6 million and $1.8 million, respectively.

Management Fees and Reimbursed Costs. We manage and operate for a major oil company certain tank capacity at our Port Everglades (South) terminal and receive reimbursement of its proportionate share of operating and maintenance costs. We also manage and operate for an affiliate of Mexico's state- owned petroleum company a bi-directional products pipeline connected to our Brownsville, Texas terminal facility and receive a management fee and reimbursement of costs. From May 27, 2005 through August 31, 2006, we managed and operated on behalf of TransMontaigne Inc. certain tank capacity owned by a utility and received a management fee from TransMontaigne Inc. Effective September 1, 2006, our agreement with TransMontaigne Inc. to manage and operate the utility's tank capacity was terminated. For the nine months ended September 30, 2006, we recognized management fees of approximately $756,000 for managing and operating on behalf of TransMontaigne Inc. certain tank capacity owned by the utility. The management fees and reimbursed costs by business segments were as follows (in thousands):

		Nine months ended September 30,
		2007		2006
Gulf Coast terminals		$	133	$	894
Midwest terminals and pipeline system			—		—
Brownsville terminal (since September 1, 2006)			856		84
River terminals (since September 1, 2006)			—		—

	Management fees and reimbursed costs	$	989	$	978

Included in management fees and reimbursed costs for the nine months ended September 30, 2007 and 2006, are fees charged to TransMontaigne Inc. of approximately $nil and $0.8 million, respectively.

		Nine months ended September 30,
		2007		2006
Gulf Coast terminals		$	3,394	$	5,683
Midwest terminals and pipeline system			787		1,216
Brownsville terminal (since September 1, 2006)			2,025		56
River terminals (since September 1, 2006)			420		(2	)

	Other revenue	$	6,626	$	6,953

Effective September 1, 2006, we amended our Terminaling Services Agreement with TransMontaigne Inc. to eliminate the retention by us of a loss allowance on product receipts at our Florida terminals. We continue to retain a loss allowance on product receipts at our Mobile and Oklahoma City terminals. Included in other revenue for the nine months ended September 30, 2007 and 2006, are product gains, including product retained under the product gain/loss allowance provisions in our terminaling services agreements with certain of our customers, of approximately $1.4 million and $5.2 million, respectively.

Included in other revenue for the nine months ended September 30, 2007 and 2006, are amounts charged to TransMontaigne Inc. and Morgan Stanley Capital Group of approximately $2.0 million and $5.1 million, respectively.

		Nine months ended September 30,
		2007			2006
Wages and employee benefits		$	8,424		$	4,298
Utilities and communication charges			2,077			1,399
Repairs and maintenance			10,236			5,962
Office, rentals and property taxes			3,117			2,028
Vehicles and fuel costs			1,642			1,453
Environmental compliance costs			1,537			1,046
Other			511			496
Less—property and environmental insurance recoveries			(24	)		—

	Direct operating costs and expenses	$	27,520		$	16,682

The direct operating costs and expenses of our business segments were as follows (in thousands):

		Nine months ended September 30,
		2007		2006
Gulf Coast terminals		$	13,650	$	14,263
Midwest terminals and pipeline system			2,046		1,194
Brownsville terminal (since September 1, 2006)			6,673		584
River terminals (since September 1, 2006)			5,151		641

	Direct operating costs and expenses	$	27,520	$	16,682

Effective December 29, 2006, we acquired the Brownsville terminal, River terminals and the Baton Rouge, Louisiana dock facility from TransMontaigne Inc. The Brownsville terminal, River terminals and Baton Rouge, Louisiana dock facility are included in our results of operations from September 1, 2006, the date of Morgan Stanley Capital Group's acquisition of TransMontaigne Inc.

of deferred equity-based compensation. Direct general and administrative expenses were as follows (in thousands):

		Nine months ended September 30,
		2007		2006
Accounting and tax expenses		$	795	$	724
Legal expenses			362		416
Independent director fees and investor relations expenses			200		182
Amortization of deferred equity-based compensation			44		610
Acceleration of vesting of all outstanding restricted phantom units and restricted common units			—		3,258
Provision for bad debts			83		75
Other			158		268

	Direct general and administrative expenses	$	1,642	$	5,533

The accompanying consolidated financial statements include allocated general and administrative charges from TransMontaigne Inc. for allocations of indirect corporate overhead to cover costs of centralized corporate functions such as legal, accounting, treasury, insurance administration and claims processing, health, safety and environmental, information technology, human resources, credit, payroll, taxes, engineering and other corporate services. The allocated general and administrative expenses were approximately $5.2 million and $2.8 million for the nine months ended September 30, 2007 and 2006, respectively. For the nine months ended September 30, 2007 and 2006, allocated general and administrative expenses include approximately $2.7 million and $0.3 million, respectively, related to the Brownsville and River terminals.

The accompanying consolidated financial statements also include allocated insurance charges from TransMontaigne Inc. for allocations of insurance premiums to cover costs of insuring activities such as property, casualty, pollution, automobile, directors' and officers', and other insurable risks. The allocated insurance expenses were approximately $1.2 million and $0.8 million for the nine months ended September 30, 2007 and 2006, respectively. For the nine months ended September 30, 2007 and 2006, allocated insurance expense includes approximately $0.5 million and $54,000, respectively, related to the Brownsville and River terminals.

The accompanying consolidated financial statements also include reimbursement of bonus awards for reimbursements paid to TransMontaigne Services Inc. towards bonus awards granted by TransMontaigne Services Inc. to certain key officers and employees that vest over future service periods. The reimbursement of bonus awards was approximately $0.8 million and $nil for the nine months ended September 30, 2007 and 2006, respectively.

For the nine months ended September 30, 2007 and 2006, depreciation and amortization expense was approximately $9.9 million and $6.0 million, respectively. For the nine months ended September 30, 2007 and 2006, depreciation and amortization expense includes approximately $4.1 million and $0.4 million, respectively, related to the Brownsville and River terminals.

LIQUIDITY AND CAPITAL RESOURCES

Our primary liquidity needs are to fund our distributions to unitholders, fund our capital expenditures and fund our working capital requirements. Currently, our principal sources of funds to meet our liquidity needs are cash generated by operations, borrowings under our senior secured credit facility and debt and equity offerings.

Excluding acquisitions, capital expenditures for the nine months ended September 30, 2007 were approximately $7.0 million for terminal and pipeline facilities and assets to support these facilities. Excluding acquisitions, budgeted capital projects to be initiated during the year ending December 31, 2007, are estimated to range up to $60 million, which includes approximately $5.0 million of capital expenditures to maintain our existing facilities. The budgeted capital projects, which are expected to be completed during 2008, include the following:

Terminal	Description of project	Incremental Storage Capacity
		(in Bbls)
Brownsville	Increase LPG tank capacity	19,000
Tampa	Increase light oil tank capacity and improve truck rack capacity and functionality	265,000
Port Everglades	Increase light oil and residual oil tank capacity	900,000
River	Reactivate light oil tank capacity	185,000

We have begun discussions with TransMontaigne Inc. regarding the acquisition of its Southeast terminaling operations with an expectation of closing the transaction prior to December 31, 2007. TransMontaigne Inc.'s Southeast terminaling operations currently include 24 terminals with an aggregate active storage capacity of approximately 8.5 million barrels. We plan to utilize our existing borrowing capacity under our Senior Secured Credit Facility to fund the acquisition of the Southeast terminaling operations.

Future capital expenditures will depend on numerous factors, including the availability, economics and cost of appropriate acquisitions which we identify and evaluate; the economics, cost and required regulatory approvals with respect to the expansion and enhancement of existing systems and facilities; customer demand for the services we provide; local, state and federal governmental regulations; environmental compliance requirements; and the availability of debt financing and equity capital on acceptable terms.

Senior Secured Credit Facility. On December 22, 2006, we entered into an amended and restated senior secured credit facility ("Senior Secured Credit Facility") with a consortium of lending institutions. At June 30, 2007, after repayment of the $75 million term loan outstanding under the Senior Secured Credit Facility with a portion of the proceeds from our May 2007 secondary offering of common units, the Senior Secured Credit Facility provided for a $150 million revolving credit facility. On July 12, 2007, we amended our Senior Secured Credit Facility to increase the maximum amount of the revolving credit line from $150 million to $200 million. As a result, the Senior Secured Credit Facility provides for a maximum borrowing line of credit equal to the lesser of (i) $200 million and (ii) four times Consolidated EBITDA (as defined; $142.0 million at September 30, 2007). In addition, at our request, the term loan commitment or the revolving loan commitment can be increased up to an additional $50 million, in the aggregate, without the approval of the lenders, but subject to the approval of the administrative agent and the receipt of additional commitments from one or more lenders. We may elect to have loans under the Senior Secured Credit Facility bear interest either (i) at a rate of LIBOR plus a margin ranging from 1.50% to 2.50% depending on the total leverage ratio then in effect, or (ii) at the base rate (the greater of (a) the federal funds rate plus 0.5% or (b) the prime rate) plus a margin ranging from 0.5% to 1.5% depending on the total leverage ratio then in effect. We also pay a commitment fee ranging from 0.30% to 0.50% per annum, depending on the total leverage ratio

then in effect, on the total amount of unused commitments. Our obligations under the Senior Secured Credit Facility are secured by a first priority security interest in favor of the lenders in our assets, including cash, accounts receivable, inventory, general intangibles, investment property, contract rights and real property.

The terms of the Senior Secured Credit Facility include covenants that restrict our ability to make cash distributions and acquisitions. We may make distributions of cash to the extent of our "available cash" as defined in our partnership agreement. We may make acquisitions meeting the definition of "permitted acquisitions" which include: acquisitions in which the consideration paid for such acquisition, together with the consideration paid for other acquisitions in the same fiscal year, does not exceed $25 million; acquisitions that arise from the exercise of options under the omnibus agreement with TransMontaigne Inc.; and acquisitions in which we have (1) provided the agent prior written documentation in form and substance reasonably satisfactory to the agent demonstrating our pro forma compliance with all financial and other covenants contained in the Senior Secured Credit Facility after giving effect to such acquisition and (2) satisfied all other conditions precedent to such acquisition which the agent may reasonably require in connection therewith. The principal balance of loans and any accrued and unpaid interest are due and payable in full on the maturity date, December 22, 2011.

The Senior Secured Credit Facility also contains customary representations and warranties (including those relating to organization and authorization, compliance with laws, absence of defaults, material agreements and litigation) and customary events of default (including those relating to monetary defaults, covenant defaults, cross defaults and bankruptcy events). The primary financial covenants contained in the Senior Secured Credit Facility are (i) a total leverage ratio test (not to exceed 4.5 times), (ii) a senior secured leverage ratio test (not to exceed 4.0 times), and (iii) a minimum interest coverage ratio test (not to be less than 2.5 times through December 31, 2007, and not less than 2.75 times thereafter). These financial covenants are based on a defined financial performance measure within the credit facility known as "Consolidated EBITDA."

For each of the quarters ending on or before December 31, 2006, the Senior Secured Credit Facility stipulates our Consolidated EBITDA at approximately $9.0 million per quarter for purposes of calculating the total leverage ratio and the senior secured leverage ratio. That assumption is reflected

in the following calculation of the "total leverage ratio" and "senior secured leverage ratio" contained in the Senior Secured Credit Facility.

	Three Months Ended
	December 31, 2006			March 31, 2007			June 30, 2007			September 30, 2007			Twelve Months Ended September 30, 2007
Financial performance debt covenant test:
Consolidated EBITDA for the total leverage ratio, as stipulated in the credit facility	$	9,025		$	9,361		$	8,183		$	8,940		$	35,509
Consolidated funded indebtedness													$	2,750
Total leverage ratio and senior secured leverage ratio														0.08x
Consolidated EBITDA for the interest coverage ratio	$	3,950		$	9,361		$	8,183		$	8,940		$	30,434
Consolidated interest expense, as stipulated in the credit facility	$	935		$	3,783		$	2,377		$	150		$	7,245
Interest coverage ratio														4.20x
Reconciliation of Consolidated EBITDA to cash flows provided by operating activities:
Consolidated EBITDA for total leverage ratio	$	9,025		$	9,361		$	8,183		$	8,940		$	35,509
Less pro forma adjustments		(5,075	)		—			—			—			(5,075	)

Consolidated EBITDA for interest coverage ratio		3,950			9,361			8,183			8,940			30,434
Consolidated interest expense		(935	)		(3,783	)		(2,377	)		(150	)		(7,245	)
Effects of our acquisition of Brownsville and River terminals on December 29, 2006		2,362			—			—			—			2,362
Change in operating assets and liabilities		4,026			(2,843	)		3,518			5,705			10,406

Cash flows provided by operating activities	$	9,403		$	2,735		$	9,324		$	14,495		$	35,957

If we were to fail either financial performance covenant, or any other covenant contained in the Senior Secured Credit Facility, we would seek a waiver from our lenders under such facility. If we were unable to obtain a waiver from our lenders and the default remained uncured after any applicable grace period, we would be in breach of the Senior Secured Credit Facility, and the lenders would be entitled to declare all outstanding borrowings immediately due and payable.

We believe that our future cash expected to be provided by operating activities, available borrowing capacity under our Senior Secured Credit Facility, and our relationship with institutional lenders and equity investors should enable us to meet our planned capital and liquidity requirements through at least the maturity date of our Senior Secured Credit Facility (December 2011).

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information contained in Item 3 updates, and should be read in conjunction with, information set forth in Part II, Item 7A in our Annual Report on Form 10-K for the year ended December 31, 2006, in addition to the interim unaudited consolidated financial statements, accompanying notes and management's discussion and analysis of financial condition and results of operations presented in Items 1 and 2 of this Quarterly Report on Form 10-Q. There are no material changes in the market

risks faced by us from those reported in our Annual Report on Form 10-K for the year ended December 31, 2006.

Market risk is the risk of loss arising from adverse changes in market rates and prices. The principal market risk to which we are exposed is interest rate risk associated with borrowings under our Senior Secured Credit Facility. Borrowings under our Senior Secured Credit Facility bear interest at a variable rate based on LIBOR or the lender's base rate. We currently do not manage our exposure to interest rates, but we may in the future. At September 30, 2007, we had outstanding borrowings of approximately $2.8 million under our Senior Secured Credit Facility. Based on the outstanding balance of our variable-interest-rate debt at September 30, 2007, and assuming market interest rates increase or decrease by 100 basis points, the potential annual increase or decrease in interest expense is approximately $28,000.

We generally do not purchase or market products that we handle or transport and, therefore, we do not have material direct exposure to changes in commodity prices, except for the value of product gains and losses arising from our terminaling services agreements with certain of our customers. We do not use derivative commodity instruments to manage the commodity risk associated with the product we may own at any given time. Generally, to the extent we are entitled to retain product pursuant to terminaling services agreements with certain of our customers, we sell the product to TransMontaigne Inc. As a result, we do not have a material direct exposure to commodity price fluctuations.

ITEM 4. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit to the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Commission's rules and forms, and that information is accumulated and communicated to our management, including our principal executive and principal financial officer (whom we refer to as our Certifying Officer), as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our Certifying Officer, the effectiveness of our disclosure controls and procedures as of September 30, 2007, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officer concluded that, as of September 30, 2007, our disclosure controls and procedures were effective. There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. Other Information

ITEM 1A. RISK FACTORS

Important factors that could cause actual results to differ materially from our expectations and may adversely affect our business and results of operations, include, but are not limited to:

•: a reduction in revenues from our significant customers upon which we rely for a substantial majority of our revenues;
•: the continued creditworthiness of, and performance by, our significant customers;
•: a reduction or suspension of TransMontaigne Inc.'s or Morgan Stanley Capital Group's obligations under the terminaling services agreement;
•: failure by any of our significant customers to continue to engage us to provide services after the expiration of existing terminaling services agreements, or our failure to secure comparable alternative arrangements;
•: the impact on our facilities or operations of extreme weather conditions, such as hurricanes, and other events, such as terrorist attacks or war;
•: the availability of acquisition opportunities and successful integration and future performance of acquired facilities;
•: the failure to purchase additional refined product terminals from TransMontaigne Inc.;
•: timing, cost and other economic uncertainties related to the construction of new tank capacity or facilities;
•: debt levels and restrictions in our debt agreements that may limit our operational flexibility, including our ability to obtain additional financing;
•: costs associated with environmental compliance and remediation;
•: conflicts of interest and the limited fiduciary duties of our general partner, which is controlled by TransMontaigne Inc.;
•: the impact on our business operations and financial condition if TransMontaigne Inc. does not elect to renew the omnibus agreement when it expires in May 2008;
•: the failure of our existing and future insurance policies to fully cover all risks incident to our business;
•: our failure to avoid federal income taxation as a corporation or the imposition of state level taxation; and
•: the impact of current and future laws and governmental regulations, general economic, market or business conditions.

These risk factors are discussed in more detail in "Item 1A. Risk Factors," in our Annual Report on Form 10-K for the year ended December 31, 2006, filed with the Securities and Exchange Commission on March 16, 2007, and in "Risk Factors" in our Prospectus Supplement dated May 17, 2007 to our Prospectus dated May 10, 2007, as filed with the Securities and Exchange Commission on May 18, 2007 (Securities Act File No. 333-142108), which risk factors are expressly incorporated into this report by reference.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Purchases of Securities. The following table covers the purchases of our common units by, or on behalf of, Partners during the three months ended September 30, 2007 covered by this report.

Period	Total Number of Common Units Purchased	Average Price Paid per Common Unit		Total Number of Common Units Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Common Units that May Yet Be Purchased Under the Plans or Programs
July	200	$	35.25	200	9,800
August	280	$	31.85	280	9,520
September	360	$	33.09	360	9,160

	840	$	33.22	840

All repurchases were made in the open market pursuant to a program announced on May 7, 2007 for the repurchase, from time to time, of our outstanding common units for purposes of making subsequent grants of restricted phantom units under our Long-Term Incentive Plan to non-officer directors of our general partner. Pursuant to the terms of the repurchase plan, we anticipate repurchasing annually up to 10,000 common units. As of September 30, 2007, we have repurchased 840 common units with approximately $28,000 of aggregate market value for this purpose. Unless we choose to terminate the repurchase program earlier, the repurchase program terminates on the earlier to occur of May 31, 2012; our liquidation, dissolution, bankruptcy or insolvency; the public announcement of a tender or exchange offer for the common units; or a merger, acquisition, recapitalization, business combination or other occurrence of a "Change of Control" under the TransMontaigne Services Inc. Long-Term Incentive Plan.

ITEM 6. EXHIBITS

Exhibits:

10.1		First Amendment to Amended and Restated Senior Secured Credit Facility, dated July 12, 2007, by and among TransMontaigne Operating Company L.P., a Delaware limited partnership, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as syndication agents, BNP Paribas and Société Générale, New York Branch, as the documentation agents, Wachovia Bank, National Association, as administrative agent, and the other lenders a party thereto (filed as exhibit 10.1 to TransMontaigne Partners L.P.'s Current Report on Form 8-K (Commission File No. 001-32505) on July 18, 2007 and incorporated herein by reference).
10.2		Increased Commitment Supplement, dated July 12, 2007, by and among TransMontaigne Operating Company L.P., Wachovia Bank, National Association, as administrative agent, and the other lenders a party thereto (filed as exhibit 10.2 to TransMontaigne Partners L.P.'s Current Report on Form 8-K (Commission File No. 001-32505) on July 18, 2007 and incorporated herein by reference).
31.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TRANSMONTAIGNE PARTNERS L.P. (Registrant)
Dated: November 7, 2007	By:	TransMontaigne GP L.L.C., its General Partner
	By:	/s/ RANDALL J. LARSON Randall J. Larson Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer

EXHIBIT INDEX

Exhibit Number		Description of Exhibits
10.1		First Amendment to Amended and Restated Senior Secured Credit Facility, dated July 12, 2007, by and among TransMontaigne Operating Company L.P., a Delaware limited partnership, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as syndication agents, BNP Paribas and Société Générale, New York Branch, as the documentation agents, Wachovia Bank, National Association, as administrative agent, and the other lenders a party thereto (filed as exhibit 10.1 to TransMontaigne Partners L.P.'s Current Report on Form 8-K (Commission File No. 001-32505) on July 18, 2007 and incorporated herein by reference).
10.2		Increased Commitment Supplement, dated July 12, 2007, by and among TransMontaigne Operating Company L.P., Wachovia Bank, National Association, as administrative agent, and the other lenders a party thereto (filed as exhibit 10.2 to TransMontaigne Partners L.P.'s Current Report on Form 8-K (Commission File No. 001-32505) on July 18, 2007 and incorporated herein by reference).
31.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	8th grade Avg

Transmontaigne Partners (TLP) 10-Q2007 Q3 Quarterly report

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