Transmontaigne 8-K Regulation FD Disclosure

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Exhibit 99.1

TransMontaigne Inc.
Unaudited pro forma financial statements

Introduction

        The accompanying unaudited pro forma consolidated financial statements of TransMontaigne Inc. should be read together with the historical consolidated financial statements of TransMontaigne Inc. included in its Quarterly Report on Form 10-Q for the three months ended March 31, 2005, filed on May 9, 2005, and Annual Report on Form 10-K for the year ended June 30, 2004, filed on September 23, 2004.

        The accompanying unaudited pro forma consolidated financial statements give effect to the contribution of certain terminal and pipeline operations to TransMontaigne Partners L.P., the execution of the terminaling and transportation services agreement and omnibus agreement with TransMontaigne Partners L.P., and the related transactions in connection with the closing of TransMontaigne Partners L.P. initial public offering of common units, including the exercise of the underwriters' over-allotment option. The unaudited pro forma consolidated balance sheet assumes that the contribution, offering, and related transactions occurred on March 31, 2005, and the unaudited pro forma consolidated statements of operations assume that the contribution, offering, and related transactions occurred on July 1, 2003. In accordance with generally accepted account principles, TransMontaigne Inc. will consolidate the assets, liabilities, and results of operations of TransMontaigne Partners L.P. due to TransMontaigne Inc.'s ownership of the general partnership interest in TransMontaigne Partners L.P.

TransMontaigne Inc. and subsidiaries
Unaudited pro forma consolidated balance sheet
March 31, 2005
(In thousands)

			Actual			Adjustments			Pro Forma
ASSETS
Current assets:
	Cash and cash equivalents		$	19,292		$	73,473	(a)	$	131,210
							7,945	(b)
							30,500	(c)
	Restricted cash held by commodity broker			3,113			—			3,113
	Trade accounts receivable, net			367,931			—			367,931
	Inventories—discretionary volumes			217,773			—			217,773
	Unrealized gains on derivative contracts			22,893			—			22,893
	Deferred tax assets			11,862			—			11,862
	Other current assets			10,025			—			10,025
				652,889			111,918			764,807
Property, plant and equipment, net				347,716			—			347,716
Product linefill and tank bottom volumes				25,036			—			25,036
Unrealized gains on derivative contracts				20			—			20
Investments in petroleum related assets				10,131			—			10,131
Deferred debt issuance costs, net				8,905			—			8,905
Other assets, net				24,372			1,000	(c)		25,372
			$	1,069,069		$	112,918		$	1,181,987
LIABILITIES, PREFERRED STOCK, AND COMMON STOCKHOLDERS' EQUITY
Current liabilities:
	Commodity margin loan		$	—		$	—		$	—
	Working capital credit facility			—			—			—
	TransMontaigne Partners L.P. senior secured credit facility			—			31,500	(c)		31,500
	Trade accounts payable			226,013			—			226,013
	Unrealized losses on derivative contracts			47,691			—			47,691
	Inventory due to others under exchange agreements			29,471			—			29,471
	Excise taxes payable			94,233			—			94,233
	Other accrued liabilities			23,935			—			23,935
	Deferred revenue—supply chain management services			5,573			—			5,573
				426,916			31,500			458,416
Other liabilities:
	Long-term debt			200,000			—			200,000
	Deferred tax liabilities			67,359			—			67,359
		Total liabilities		694,275			31,500			725,775
Minority interest in TransMontaigne Partners L.P.				—			73,473	(a)		81,418
							7,945	(b)
Series B Redeemable Convertible Preferred stock				74,830			—			74,830
Common stockholders' equity:
	Common stock			419			—			419
	Capital in excess of par value			271,752			—			271,752
	Deferred stock-based compensation			(5,459	)		—			(5,459	)
	Retained earnings (accumulated deficit)			33,252			—			33,252
				299,964			—			299,964
			$	1,069,069		$	112,918		$	1,181,987

See accompanying notes to unaudited pro forma consolidated financial statements.

TransMontaigne Inc. and subsidiaries
Unaudited pro forma consolidated statements of operations
Nine months ended March 31, 2005
(In thousands, except per share amounts)

				Actual			Adjustments			Pro Forma
Supply, distribution, and marketing:
	Revenues			$	8,156,241		$	—		$	8,156,241
	Cost of product sold and other direct costs and expenses				(8,028,072	)		—			(8,028,072	)
		Net operating margins			128,169			—			128,169
Terminals, pipelines, and tugs and barges:
	Revenues				83,248			—			83,248
	Direct operating costs and expenses				(45,308	)		—			(45,308	)
		Net operating margins			37,940			—			37,940
		Total net operating margins			166,109			—			166,109
Costs and expenses:
	Selling, general and administrative				(32,120	)		(482	)(d)		(32,602	)
	Depreciation and amortization				(17,808	)		—			(17,808	)
	Lower of cost or market write-downs on product linefill and tank bottom volumes				—			—			—
	Gain (loss)on disposition of assets, net				(606	)		—			(606	)
		Total costs and expenses			(50,534	)		(482	)		(51,016	)
		Operating income			115,575			(482	)		115,093
Other income (expenses):
	Dividend income				390			—			390
	Interest income				250			—			250
	Interest expense				(19,316	)		(1,181	)(e)		(20,497	)
	Other financing costs:
		Amortization of deferred debt issuance costs			(1,603	)		—			(1,603	)
		Write-off of debt issuance costs related to former bank credit facility			(3,392	)		—			(3,392	)
			Total other expenses		(23,671	)		(1,181	)		(24,852	)
			Earnings before income taxes		91,904			(1,663	)		90,241
Minority interests share in earnings of TransMontaigne Partners L.P.					—			(3,231	)(f)		(3,231	)
Income tax expense					(36,762	)		1,958	(g)		(34,804	)
			Net earnings		55,142			(2,936	)		52,206
Earnings allocable to preferred stock					(12,148	)		647(h	)		(11,501	)
			Net earnings attributable to common stockholders	$	42,994		$	(2,289	)	$	40,705
Earnings per share:
	Basic net earnings per common share			$	1.08					$	1.03
	Diluted net earnings per common share			$	1.07					$	1.01
Weighted average common shares outstanding:
	Basic				39,672						39,672
	Diluted				51,709						51,709

See accompanying notes to unaudited pro forma consolidated financial statements.

TransMontaigne Inc. and subsidiaries
Unaudited pro forma consolidated statements of operations
Year ended June 30, 2004
(In thousands, except per share amounts)

				Actual			Adjustments			Pro Forma
Supply, distribution, and marketing:
	Revenues			$	11,215,351		$	—		$	11,215,351
	Cost of product sold and other direct costs and expenses				(11,145,501	)		—			(11,145,501	)
		Net operating margins			69,850			—			69,850
Terminals, pipelines, and tugs and barges:
	Revenues				109,240			—			109,240
	Direct operating costs and expenses				(53,966	)		—			(53,966	)
		Net operating margins			55,274			—			55,274
		Total net operating margins			125,124			—			125,124
Costs and expenses:
	Selling, general and administrative				(40,747	)		(642	)(d)		(41,389	)
	Depreciation and amortization				(23,015	)		—			(23,015	)
	Lower of cost or market write-downs on product linefill and tank bottom volumes				(60	)		—			(60	)
	Gain (loss)on disposition of assets, net				(978	)		—			(978	)
		Total costs and expenses			(64,800	)		(642	)		(65,442	)
		Operating income			60,324			(642	)		59,682
Other income (expenses):
	Dividend income				6			—			6
	Interest income				205			—			205
	Interest expense				(26,477	)		(1,575	)(e)		(28,052	)
	Other financing costs:
		Amortization of deferred debt issuance costs			(3,469	)		—			(3,469	)
			Total other expenses		(29,735	)		(1,575	)		(31,310	)
			Earnings before income taxes		30,589			(2,217	)		28,372
Minority interests share in earnings of TransMontaigne Partners L.P.					—			(5,832	)(f)		(5,832	)
Income tax expense					(12,060	)		3,157	(g)		(8,903	)
			Net earnings		18,529			(4,892	)		13,637
Earnings allocable to preferred stock					(4,060	)		1,072	(h)		(2,988	)
			Net earnings attributable to common stockholders	$	14,469		$	(3,820	)	$	10,649
Earnings per share:
	Basic net earnings per common share			$	0.37					$	0.27
	Diluted net earnings per common share			$	0.36					$	0.27
Weighted average common shares outstanding:
	Basic				39,355						39,355
	Diluted				51,008						51,008

See accompanying notes to unaudited pro forma consolidated financial statements.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

(1)   Pro forma adjustments and assumptions

        (a)   Reflects the net proceeds to TransMontaigne Partners L.P. of $73.5 million for the issuance and sale of 3,852,500 common units, after giving effect to the exercise of the underwriters' over-allotment option, at the initial public offering price of $21.40 per common unit, and the payment of the underwriting discount, structuring fee and other expenses of $8.9 million.

        (b)   Reflects the proceeds to TransMontaigne Partners L.P. of $7.9 million for the issuance and sale of 450,000 subordinated units to an affiliate of Morgan Stanley Capital Group Inc. in a separate private placement at a price of $17.65 per subordinated unit.

        (c)   Reflects the borrowing of $31.5 million under TransMontaigne Partners L.P. senior secured credit facility and the payment of $1.0 million in deferred debt issuance costs.

        (d)   Reflects annual amortization expense of $0.6 million for the amortization of deferred compensation associated with 120,000 common units awarded to key employees and non-employee directors of the general partner of TransMontaigne Partners L.P. at the initial public offering price of $21.40 per common unit. These common units will vest over 4 years at 25% per year.

        (e)   Reflects interest expense at 5.0% per annum on the $31.5 million borrowing described in (c) above. Should the actual interest rate increase or decrease by 50 basis points, pro forma interest expense would increase or decrease by $157,500 for the year ended June 30, 2004, and $118,125 for the nine months ended March 31, 2005.

        (f)    Reflects minority interests share in the pro forma combined earnings of TransMontaigne Partners L.P. for the periods presented based on the following computations:

	Year ended June 30, 2004			Nine months ended March 31, 2005
Revenues	$	35,846		$	26,047
Direct operating costs and expenses		(14,123	)		(11,545	)
Allocated general and administrative expenses		(2,800	)		(2,100	)
Allocated insurance expense		(1,000	)		(750	)
Depreciation and amortization		(6,545	)		(5,033	)
Gain on disposition of assets, net		6			—
Interest expense, net		(1,569	)		(1,181	)
Net earnings of TransMontaigne Partners L.P.	$	9,815		$	5,438
Minority interest share in net earnings	$	5,832		$	3,231

        TransMontaigne Partners L.P. anticipates incurring incremental general and administrative costs related to becoming a separate public entity (e.g., cost of tax return preparation, annual and quarterly reports to unitholders, stock exchange listing fees, registrar and transfer agent fees, and equity-based compensation awarded to key employees and consultants of TransMontaigne Services Inc., and nonemployee directors of the general partner) at an annual rate of approximately $2.7 million. The unaudited pro forma consolidated financial statements do not reflect this $2.7 million in incremental general and administrative costs.

        (g)   Reflects income tax expense at an effective combined federal and state income tax rate of 39.5% for the year ended June 30, 2004 and 40.0% for the nine months ended March 31, 2005.

        (h)   Reflects the earnings that would be allocable to the Series B Redeemable Convertible Preferred stock if dividends were declared in an amount equal to the net earnings for the period presented. If dividends on a per share equivalent basis are declared on our common stock in excess of the dividends actually declared on the Series B Redeemable Convertible Preferred stock, the Series B Redeemable Convertible Preferred stock will participate in the excess dividends as if the Series B Redeemable Convertible Preferred stock was converted into common stock.

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TransMontaigne Inc. Unaudited pro forma financial statements