UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405
DIVISION OF
CORPORATION FINANCE
February 17, 2005
via facsimile and U.S. mail
Mr. Donald H. Anderson
Chief Executive Officer
TransMontaigne Inc.
1670 Broadway, Suite 3100
Denver, Colorado 80202
Re: TransMontaigne, Inc.
Form 10-K for year ended June 30, 2004
File No. 1-11763
Dear Mr. Anderson:
We have reviewed the above filing and have the following
accounting comments. Our review has been limited to your
financial
statements and the related disclosures in Management`s Discussion
and
Analysis. Where indicated, we think you should revise your
document
in response to these comments. If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary. Please be as detailed as necessary in your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-K for the year ended June 30, 2004
Consolidated Financial Statements, page 65
Notes to consolidated financial statements, page 73
Note 1 (j) Inventory due others under exchange
agreements,
page 77
1. We note that you enter into inventory exchange agreements with
major oil companies which involves your receipt of a specified
volume
of product at one location in exchange for delivery of product at
different location. Your related disclosure on page 11 of your
Annual report indicates that you enter into exchange agreements
with
major oil companies to increase throughput at your terminals and
establish greater shipping history on the common carrier
pipelines.
We further note that you generally receive a fee based upon the
volume of the product exchanged. It appears that these
transactions
may be, in substance, exchanges of product held for sale in the
ordinary course of business, facilitating sales to customers other
than parties to the exchange, and do not in themselves culminate
an
earnings process. Accordingly, it appears that the guidance in
APB
29, paragraphs 19 and 21(a), would preclude the recognition of
revenue on these types of transactions. Supplementally tell us
whether you report these transactions on a gross basis and whether
these exchanges are recorded at fair value or carryover basis. If
you
do record these exchange transactions on a gross basis, quantify
for
us the effects of these exchange transactions on your revenues,
costs
of sales and earnings for both your Supply, distribution and
marketing and Terminals, pipelines and tugs and barges segments
for
each period presented in your 2004 Form 10-K. We expect to have
further comment.
Note 1 (s) Earnings (Loss) per Common Share, page 80
2. We note your disclosure indicates that you adopted the
provisions
of EITF 03-6 and that you determined that your Series B Redeemable
Convertible Preferred Stock to be a "participating" security for
purposes of computing earnings per share. However, you should
revise
your disclosure to indicate the impact, if any, the adoption of
this
standard had on your calculation of basic earnings per share.
Your
disclosure should indicate, if true, that you have included your
Series B Redeemable Convertible Preferred Stock in the computation
of
basic earnings per share using the two-class method.
Supplementally,
provide us the details of your basic earnings per share
calculation
for all periods presented.
Note 19 Earnings per Share, page 97
3. Please explain to us why your calculation of diluted earnings
per
share for the year ended June 30, 2004 resulted in the same amount
as
your basic earnings per share despite the difference of 11,653,000
between basic and diluted weighted average shares used in the
calculation.
Closing Comments
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
amendment to expedite our review. Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information. Detailed cover letters
greatly facilitate our review. Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to the company`s disclosure, they
are responsible for the accuracy and adequacy of the disclosures
they
have made. In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that:
the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect
to the filing; and
the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact William Choi at (202) 942-2978 or Barry Stem
at
(202) 942-1919 if you have questions regarding comments on the
financial statements and related matters. Direct any other
questions
to the undersigned at (202) 942-1870. Direct all correspondence
to
the following ZIP code: 20549-0405.
Sincerely,
H. Roger Schwall
Assistant Director
cc: Barry Stem
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TransMontaigne Inc.
February 17, 2005
page 3