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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

FORM 10-Q

(Mark One)ý

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the quarterly period ended June 30, 2008ORo

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 or 15(d) 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, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer ý

Non-accelerated filer o (Do not check if a smaller reporting company)

Smaller reporting company o


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

As of August 5, 2008, there were 9,122,300 units of the registrant's Common Limited Partner Units outstanding.



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Table of Contents



TABLE OF CONTENTS



Page No.Part I. Financial InformationItem 1.

Unaudited Consolidated Financial Statements


4Consolidated balance sheets as of June 30, 2008 and December 31, 2007


5Consolidated statements of operations for the three and six months ended June 30, 2008 and 2007


6Consolidated statements of partners' equity for the year ended December 31, 2007 and six months ended June 30,
2008


7Consolidated statements of cash flows for the three and six months ended June 30, 2008 and 2007


8Notes to consolidated financial statements


9Item 2.

Management's Discussion and Analysis of Financial Condition and Results of
Operations


32Item 3.

Quantitative and Qualitative Disclosures about Market Risk


45Item 4.

Controls and Procedures


45Part II. Other InformationItem 1A.

Risk Factors


46Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds


47Item 6.

Exhibits


47


2

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Table of Contents

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:



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."

3

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Table of Contents

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 six months
ended June 30, 2008 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, 2007, together with our discussion and analysis of financial condition and results of operations, included in our Annual
Report on Form 10-K filed on March 10, 2008 with the Securities and Exchange Commission (File No. 001-32505).

TransMontaigne
Partners L.P. is a holding company with the following active wholly-owned subsidiaries during the three and six months ended June 30,
2008:



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

4

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Table of Contents

TransMontaigne Partners L.P. and subsidiaries        Consolidated balance sheets        (In thousands)

June 30,
2008

December 31,
2007ASSETSCurrent assets:Cash and cash equivalents

$
3,461

$
1,604Trade accounts receivable, net


6,216


4,409Due from TransMontaigne Inc.





1,790Due from Morgan Stanley Capital Group


2,157


918Other current assets


3,054


2,87414,888


11,595Property, plant and equipment, net


429,602


417,827Goodwill


24,757


24,737Other assets, net


7,296


6,659$
476,543

$
460,818LIABILITIES AND EQUITYCurrent liabilities:Trade accounts payable

$
9,635

$
2,545Due to TransMontaigne Inc.


60


Other accrued liabilities


16,162


13,44325,857


15,988Long-term debt


138,500


132,000Total liabilities


164,357


147,988Partners' equity:Common unitholders


249,933


250,351Subordinated unitholders


58,693


58,819General partner interest


3,537


3,660Accumulated other comprehensive income


23


312,186


312,830$
476,543

$
460,818


See
accompanying notes to consolidated financial statements.

5

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TransMontaigne Partners L.P. and subsidiaries        Consolidated statements of operations        (In thousands, except per unit amounts)

Three months ended
June 30,

Six months ended
June 30,2008

2007

2008

2007Revenue:External customers

$
12,956

$
13,902

$
24,771

$
27,855Affiliates


22,136


18,302


44,145


37,049Total revenue


35,092


32,204


68,916


64,904Costs and expenses:Direct operating costs and expenses


(15,320
)

(15,262
)

(30,787
)

(29,207
)Direct general and administrative expenses


(1,317
)

(461
)

(2,390
)

(1,355
)Allocated general and administrative expenses


(2,508
)

(2,467
)

(5,015
)

(4,923
)Allocated insurance expense


(704
)

(717
)

(1,417
)

(1,434
)Reimbursement of bonus awards


(375
)

(375
)

(750
)

(375
)Depreciation and amortization


(5,772
)

(5,430
)

(11,505
)

(10,395
)Total costs and expenses


(25,996
)

(24,712
)

(51,864
)

(47,689
)Operating income


9,096


7,492


17,052


17,215Other income (expenses):Interest income


10


7


33


12Interest expense


(1,489
)

(2,384
)

(3,115
)

(6,171
)Foreign currency transaction gain


158





158


Amortization of deferred financing costs


(150
)

(902
)

(301
)

(1,031
)Total other expenses


(1,471
)

(3,279
)

(3,225
)

(7,190
)Net earnings


7,625


4,213


13,827


10,025Less:Earnings attributable to predecessor





(2,751
)




(6,104
)General partner interest in net earnings


(533
)

(29
)

(737
)

(78
)Net earnings allocable to limited partners

$
7,092

$
1,433

$
13,090

$
3,843Net earnings per limited partners' unitbasic

$
0.57

$
0.15

$
1.05

$
0.46Net earnings per limited partners' unitdiluted

$
0.57

$
0.15

$
1.05

$
0.46Weighted average limited partners' units outstandingbasic


12,443


9,394


12,443


8,350Weighted average limited partners' units outstandingdiluted


12,443


9,395


12,443


8,350


See
accompanying notes to consolidated financial statements.

6

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TransMontaigne Partners L.P. and subsidiaries        Consolidated statements of partners' equity        Year ended December 31, 2007        and
six months ended June 30, 2008 (In thousands)

Predecessor

Common
Units

Subordinated
Units

General
Partner
Interest

Accumulated
Other
Comprehensive
Income

TotalBalance December 31, 2006

$
167,466

$
72,852

$
4,866

$
147

$


$
245,331Proceeds from secondary offering of 5,149,800 common units, net of underwriters' discounts and offering expenses of $9,567





179,946











179,946Contribution of cash by TransMontaigne GP to maintain its 2% general partner interest











3,867





3,867Contribution by TransMontaigne Inc. of capital improvements to the Brownsville and River terminals








6,273








6,273Distributions to unitholders





(12,712
)

(6,311
)

(656
)




(19,679
)Amortization of deferred equity-based compensation related to restricted phantom units





66











66Repurchase of 1,680 common units by our long-term incentive plan





(54
)










(54
)Acquisition of Southeast terminals from Predecessor in exchange for $118.6 million


(168,047
)




49,448








(118,599
)Distributions and repayments, net to Predecessor


(9,463
)













(9,463
)Net earnings for year ended December 31, 2007


10,044


10,253


4,543


302





25,142Balance December 31, 2007





250,351


58,819


3,660





312,830Distributions to unitholders





(9,953
)

(3,621
)

(860
)




(14,434
)Amortization of deferred equity-based compensation related to restricted phantom units





38











38Reversal of previously recognized equity-based compensation due to repurchase of unvested restricted phantom units





(49
)










(49
)Repurchase of 1,680 common units by our long-term incentive plan





(49
)










(49
)Issuance of 1,000 common units by our long-term incentive plan due to vesting of restricted phantom units

















Net earnings for the six months ended June 30, 2008





9,595


3,495


737





13,827Foreign currency translation adjustments














23


23Other comprehensive income

















13,850Balance June 30, 2008

$


$
249,933

$
58,693

$
3,537

$
23

$
312,186


See accompanying notes to consolidated financial statements.

7

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TransMontaigne Partners L.P. and subsidiaries        Consolidated statements of cash flows        (In thousands)

Three months ended
June 30,

Six months ended
June 30,2008

2007

2008

2007Cash flows from operating activities:Net earnings

$
7,625

$
4,213

$
13,827

$
10,025Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:Depreciation and amortization


5,772


5,430


11,505


10,395Amortization of deferred equity-based compensation


20


22


38


22Reversal of previously recognized equity-based compensation








(49
)

Amortization of deferred financing costs


150


902


301


1,031Amounts due under long-term terminaling services agreements, net


(634
)




(1,057
)

Changes in operating assets and liabilities, net of effects from acquisitions:Trade accounts receivable, net


(343
)

(1,013
)

(1,807
)

(2,420
)Due from TransMontaigne Inc. and Morgan Stanley Capital Group


(603
)

626


478


(3,471
)Other current assets


1,179


(501
)

(161
)

(722
)Trade accounts payable


(3,297
)

(1,130
)

3,075


160Other accrued liabilities


386


2,761


2,562


4,175Net cash provided by operating activities


10,255


11,310


28,712


19,195Cash flows from investing activities:Additions to property, plant and equipmentexpansion of facilities


(10,824
)

(2,307
)

(17,458
)

(5,234
)Additions to property, plant and equipmentmaintain existing facilities


(458
)

(2,159
)

(1,397
)

(4,732
)Additions to other assets


(2
)

(18
)

(28
)

(22
)Net cash (used in) investing activities


(11,284
)

(4,484
)

(18,883
)

(9,988
)Cash flows from financing activities:Net (repayments) borrowings of debt


3,500


(186,700
)

6,500


(186,621
)Proceeds from secondary offering of 5,149,800 common units





180,036





180,036Contribution of cash by TransMontaigne GP to maintain its 2% general partner interest





3,867





3,867Reimbursement of deferred financing costs











27Distributions paid to unitholders


(7,632
)

(3,537
)

(14,434
)

(6,738
)Repurchase of common units by our long-term incentive plan


(32
)




(49
)

Net distributions and repayments to TransMontaigne Inc. ("Predecessor")





550





(1,845
)Net cash provided by (used in) financing activities


(4,164
)

(5,784
)

(7,983
)

(11,274
)Effect of exchange rate changes on cash and cash equivalents


11





11


Increase (decrease) in cash and cash equivalents


(5,182
)

1,042


1,857


(2,067
)Cash and cash equivalents at beginning of period


8,643


353


1,604


3,462Cash and cash equivalents at end of period

$
3,461

$
1,395

$
3,461

$
1,395Supplemental disclosures of cash flow information:Cash paid for interest

$
1,712

$
2,801

$
2,569

$
6,259Trade accounts payable related to additions to property, plant and equipment

$
4,013

$


$
4,013

$



See accompanying notes to consolidated financial statements.

8

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TransMontaigne Partners L.P. and subsidiaries        Notes to consolidated financial statements

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

TransMontaigne
Partners L.P. ("Partners") was formed in February 2005 as a Delaware master limited partnership initially to own and operate refined products terminaling and
transportation facilities. We conduct our operations in the United States primarily along the Gulf Coast, in the Southeast, 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, including TransMontaigne Inc. and Morgan Stanley Capital Group Inc.

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
June 30, 2008, TransMontaigne Inc. and Morgan Stanley have a significant interest in our partnership through their indirect ownership of a 26.2% limited partner interest, a 2% general
partner interest and the incentive distribution rights.

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, 2007, together with our discussion and analysis of financial condition and results of operations, included in our Annual Report on Form 10-K filed on
March 10, 2008.

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 revenue 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

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TransMontaigne Partners L.P. and subsidiaries

Notes to consolidated financial statements (Continued)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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. 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. On
December 31, 2007, we acquired from TransMontaigne Inc. twenty-two terminals along the Colonial and Plantation Pipelines ("Southeast terminals") in exchange for a cash
payment of approximately $118.6 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 they
were purchased by TransMontaigne Inc. for acquisitions made by us prior to September 1, 2006, and since September 1, 2006, (the date of Morgan Stanley Capital Group Inc.'s
acquisition of TransMontaigne Inc.) for acquisitions made by us on or after September 1, 2006.

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 $2.5 million and $2.5 million for the three months ended June 30, 2008 and 2007, respectively,
and approximately $5.0 million and $4.9 million for the six months ended June 30, 2008 and 2007, 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 $0.7 million and $0.7 million for the three months ended June 30, 2008 and 2007, respectively, and
approximately $1.4 million and $1.4 million for the six months ended June 30, 2008 and 2007, 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 paid to TransMontaigne Services Inc. towards bonus awards granted by TransMontaigne Services Inc. to certain key officers and employees that
vest over future periods. The reimbursement of bonus awards was approximately $0.4 million and $0.4 million for the three months ended June 30, 2008 and 2007, respectively, and
approximately $0.8 million and $0.4 million for the six months ended June 30, 2008 and 2007, respectively.

In
connection with our terminal and pipeline operations, we utilize the accrual method of accounting for revenue and expenses. We generate revenue in our terminal and pipeline operations
from throughput fees, storage fees, transportation fees, management fees and cost reimbursements, fees

10

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Table of Contents

TransMontaigne Partners L.P. and subsidiaries

Notes to consolidated financial statements (Continued)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

from
other ancillary services, and gains from the sale of refined products. 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; ancillary service revenue is recognized as the services are performed; and gains from the sale of refined
products are recognized when the title to the product is transferred to TransMontaigne Inc. or Morgan Stanley Capital Group.

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

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.

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
particularly difficult to make with certainty due to the number of variables involved, including the 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
June 30, 2008 and December 31, 2007, we have accrued environmental obligations of approximately $783,000 and $1,064,000, respectively, representing our best estimate of
our remediation

11

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TransMontaigne Partners L.P. and subsidiaries

Notes to consolidated financial statements (Continued)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

obligations
(see Note 9 of Notes to consolidated financial statements). During the six months ended June 30, 2008, we made payments of approximately $281,000 towards our environmental
remediation obligations. Changes in our estimates of our future environmental remediation obligations may occur as a result of the passage of time and the occurrence of future events.

TransMontaigne Inc.
has indemnified us through May 2010 against certain potential environmental claims, losses and expenses associated with the operation of the Florida and
Midwest terminal facilities and occurring before May 27, 2005, up to a maximum liability not to exceed $15.0 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 associated with the
operation of the Mobile, Alabama terminal and occurring before January 1, 2006, 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
associated with the operation of the Brownsville and River terminals and occurring before December 31, 2006, up to a maximum liability not to exceed $15.0 million for this
indemnification obligation (see Note 2 of Notes to consolidated financial statements).
TransMontaigne Inc. has indemnified us through December 2012 against certain potential environmental claims, losses and expenses associated with the operation of the Southeast terminals and
occurring before December 31, 2007, up to a maximum liability not to exceed $15.0 million for this indemnification obligation (see Note 2 of Notes to consolidated financial
statements).

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.

In
March 2005, the FASB issued FASB Interpretation No. 47 ("FIN 47"), "Accounting for Conditional Asset Retirement Obligationsan interpretation of
SFAS 143," which requires companies to recognize a liability for the fair value of a legal obligation to perform asset-retirement activities that are conditional on a future event, if the
amount can be reasonably estimated. We adopted the requirements of FIN 47 on January 1, 2006. The adoption of FIN 47 did not have a significant impact on our consolidated
financial statements.

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Table of Contents

TransMontaigne Partners L.P. and subsidiaries

Notes to consolidated financial statements (Continued)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

We
account for our equity-based compensation awards pursuant to the provisions of Statement of Financial Accounting Standards No. 123 (R), Share-Based Payment. This Statement
requires us to measure the cost of board member 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 a board member 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.

The
functional currency of Partners and its U.S.-based subsidiaries is the U.S. Dollar. The functional currency of our foreign subsidiaries, including Penn Octane de Mexico, S. de R.L.
de C.V., Termatsal, S. de R.L. de C.V., and Tergas, S. de R.L. de C.V., is the Mexican Peso. The assets and liabilities of our foreign subsidiaries are translated at period-end rates of
exchange, and revenues and expenses are translated at average exchange rates prevailing for the period. The resulting translation adjustments are recorded as a component of other comprehensive income
in Partners' equity. Gains and losses from foreign currency transactions (transactions denominated in a currency other than the entity's functional currency) are included in the consolidated statement
of operations in other income (expense).

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.

We
calculate earnings per unit 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 partnership agreement 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 June 30, 2008, our net earnings per limited partners' unit exceeded
$0.44, resulting in approximately $380,000 of additional earnings being allocated to our general partner. For the three months ended June 30, 2007, our net earnings per limited partners' unit
did not exceed $0.44, and therefore, net earnings allocable to our general partner are limited to 2% of our net earnings. For the six months ended June 30, 2008, our net earnings per limited
partners' unit exceeded $0.88, resulting in approximately $460,000 of additional earnings being allocated to our general partner. For the six

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Notes to consolidated financial statements (Continued)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

months
ended June 30, 2007, our net earnings per limited partners' unit did not exceed $0.88, and therefore, net earnings allocable to our general partner are limited to 2% of our net earnings.

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

At
its March 26, 2008 meeting, the Financial Accounting Standards Board ratified the consensus reached by the Emerging Issues Task Force on Issue 07-4,
"Two-Class EPS Method for Master Limited Partnerships." EITF 07-4 addresses the computation of earnings per limited partnership unit for master-limited-partnerships that
consist of publicly traded common units held by limited partners, a general-partner interest, and incentive distribution rights that are accounted for as equity interests. The consensus states that
the earnings allocable to the general-partner interest, including the incentive distribution rights, should be based on "available cash" for the period as defined in the partnership agreement. The
earnings allocable to the general-partner interest, including the incentive distribution rights, for the period would be limited to the amount of "available cash" distributable to the general-partner
interest, including the incentive distribution rights, for the period. The consensus is effective for fiscal years beginning after December 15, 2008. When adopted, the consensus will be applied
retrospectively to all periods presented. TransMontaigne Partners will adopt the consensus reached on EITF 07-4 effective January 1, 2009 with the presentation of net
earnings per limited partner unit for the three months ended March 31, 2009. We expect that the adoption of EITF 07-4 will result in an increase to the reported earnings
allocable to the general-partner interest, including the incentive distribution rights and, therefore, a reduction in earnings allocable to limited partners and lower reported net earnings per limited
partners' unit.

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 December 2014, 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 June 30, 2008, the annual administrative fee payable to
TransMontaigne Inc. was approximately $10.0 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.

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TransMontaigne Partners L.P. and subsidiaries

Notes to consolidated financial statements (Continued)

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

The
omnibus agreement further provides that we pay TransMontaigne Inc. an insurance reimbursement for premiums on insurance policies covering our facilities and operations. At
June 30, 2008, the annual insurance reimbursement payable to TransMontaigne Inc. was approximately $2.9 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 pipelines and the cost
of their employee benefits, including 401(k) and health insurance benefits.

We
also agreed to reimburse TransMontaigne Inc. and its affiliates no less than $1.5 million for incentive payment grants to key employees of TransMontaigne Inc. and
its affiliates under the TransMontaigne Services Inc. savings and retention plan, provided the compensation committee of our general partner determines that an adequate portion of the incentive
payment grants are allocated to an investment fund indexed to the performance of our common units.

The
omnibus agreement provides us with a right of first offer to purchase all of TransMontaigne Inc.'s and its subsidiaries' right, title and interest in the Pensacola, Florida
refined petroleum products terminal and any assets acquired in an asset exchange transaction that replace the Pensacola assets. This right of first offer is exercisable for a period of two years
commencing on the date the terminal is first put into commercial service, which is expected to occur during the second half of 2008.

The
omnibus agreement also provides TransMontaigne Inc. a right of first refusal to purchase our assets, provided that TransMontaigne Inc. agrees to pay no less than 105%
of the purchase price offered by the third party bidder. Before we enter into any contract to sell such terminal or pipeline facilities, we must give written notice of all material terms of such
proposed sale to TransMontaigne Inc. TransMontaigne Inc. will then have the sole and exclusive option for a period of 45 days following receipt of the notice, to purchase the
subject facilities for no less than 105% of the purchase price on the terms specified in the notice.

TransMontaigne Inc.
also has a right of first refusal to contract for the use of any petroleum product storage capacity that (i) is put into commercial service after
January 1, 2008, or (ii) was subject to a terminaling services agreement that expires or is terminated (excluding a contract renewable solely at the option of our customer), provided
that TransMontaigne Inc. agrees to pay 105% of the fees offered by the third party customer.

Environmental Indemnification.TransMontaigne Inc. has 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 $15.0 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

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TransMontaigne Partners L.P. and subsidiaries

Notes to consolidated financial statements (Continued)

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

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.

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 $15.0 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.

In
connection with our acquisition of the Southeast terminals, TransMontaigne Inc. agreed to indemnify us through December 2012, against certain potential environmental
liabilities associated with the operation of the Southeast terminals that occurred on or prior to December 31, 2007. Our environmental losses must first exceed $250,000 and
TransMontaigne Inc.'s indemnification obligations are capped at $15.0 million. The cap amount does not apply to any environmental liabilities known to exist as of December 31,
2007. 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, 2007.

Terminaling Services AgreementFlorida Terminals and Razorback Pipeline System.Through May 31, 2007, we had a terminaling and transportation
services agreement with TransMontaigne Inc. that was scheduled to expire on December 31, 2013. 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 revenue to us of $20 million per year 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. Effective June 1, 2008, we amended the terminaling services agreement to include
renewable fuels blending functionality at the Florida 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 $30.3 million for the contract year ending May 31, 2008 (approximately $33.2 million for the contract year ending May 31, 2009); with stipulated annual
increases in throughput payments each contract year thereafter. Morgan Stanley Capital Group's minimum annual throughput payment is reduced proportionately for any decrease in storage capacity due to
out-of-service tank capacity. Morgan Stanley Capital Group's minimum annual throughput

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TransMontaigne Partners L.P. and subsidiaries

Notes to consolidated financial statements (Continued)

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

payment
also 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 revenue commitment 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 they pay no less than 105% of the fees offered by any 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 revenue 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 through March 31, 2011, 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 terminal a volume of refined products that will, at the fee schedule contained
in the agreement, result in minimum revenue to us of $2.1 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. 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 84,000 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 complex that will expire on October 31, 2010. Under this agreement, Morgan Stanley Capital Group agreed to store a specified minimum amount of
fuel oils at our terminals that will result in minimum revenue 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. On April 1, 2008, we amended the terminaling services agreement with

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Notes to consolidated financial statements (Continued)

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

Morgan
Stanley Capital Group to reduce Morgan Stanley Capital Group's minimum revenue commitment to approximately $1.5 million per year in exchange for Morgan Stanley Capital Group returning
approximately 200,000 barrels of storage capacity.

Terminaling Services AgreementBrownsville LPG.We have a terminaling and transportation services agreement with TransMontaigne Inc.
relating to our Brownsville, Texas facilities that will expire on March 31, 2010. Under this agreement, TransMontaigne Inc. agreed to throughput at our Brownsville facilities certain
minimum volumes of natural gas liquids that will result in minimum revenue to us of $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 facilities. Effective January 1, 2008, we amended the terminaling services agreement
with TransMontaigne Inc. to reduce TransMontaigne Inc.'s minimum revenue commitment to $0.7 million per year in exchange for entering into transportation and terminaling
agreements to deliver natural gas liquids to Matamoros, Mexico. TransMontaigne Inc.'s minimum revenue commitment will increase to approximately $1.6 million per year when we increase
the LPG storage capacity at our Brownsville LPG terminal to approximately 34,000 barrels.

Terminaling Services AgreementMatamoros LPG.Effective January 1, 2008, we entered into a terminaling services agreement with
TransMontaigne Inc. relating to our natural gas liquids storage facility in Matamoros, Mexico that will expire on March 31, 2010. Under this agreement, TransMontaigne Inc. agreed
to throughput a volume of natural gas liquids that will, at the fee schedule contained in the agreement, result in minimum throughput payments to us of approximately $0.8 million per year. In
exchange for TransMontaigne Inc.'s minimum throughput payments, we agreed to provide TransMontaigne Inc. approximately 6,000 barrels of natural gas liquids storage capacity.

Terminaling Services AgreementRenewable Fuels.We have a terminaling and transportation services agreement with TransMontaigne Inc. relating to
certain renewable fuels 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, at the fee schedule contained in the agreement, result in minimum revenue 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.

Terminaling Services AgreementMorgan Stanley Capital Group.We have a terminaling and transportation services agreement with Morgan Stanley Capital
Group relating to our Southeast terminals. The terminaling services agreement commenced on January 1, 2008 and has a seven-year term expiring on December 31, 2014, subject to
a seven-year renewal option at the election of Morgan Stanley Capital Group. Under this agreement, Morgan Stanley Capital Group agreed to throughput a volume of refined product at our
Southeast terminals that will, at the fee schedule contained in the agreement, result in minimum throughput payments to us of approximately $31.6 million for the contract year ending
December 31, 2008; with stipulated annual increases in throughput payments each contract year thereafter. Morgan Stanley Capital Group's minimum annual throughput payment is reduced
proportionately for any decrease in storage capacity due to out-of-service tank capacity. In

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TransMontaigne Partners L.P. and subsidiaries

Notes to consolidated financial statements (Continued)

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

exchange
for its minimum throughput commitment, we agreed to provide Morgan Stanley Capital Group approximately 8.6 million barrels of light oil storage capacity at our Southeast terminals.

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 revenue commitment 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.

(3) ACQUISITIONS

Mexican LPG Operations.Effective December 31, 2007, we acquired from Rio Vista Energy Partners L.P. ("Rio Vista") a terminal facility in
Matamoros, Mexico, two pipelines from Brownsville, Texas to Matamoros, Mexico, with associated rights of way and easements and 47 acres of land, together with a permit to distribute liquefied
petroleum gas ("LPG") to Mexico's state- owned petroleum company for a cash payment of approximately $9.0 million. These LPG assets complement our existing LPG storage facilities
in Brownsville, Texas. The accompanying consolidated financial statements include the assets, liabilities and results of operations of the Mexican LPG operations from December 31, 2007.

The
adjusted purchase price was allocated to the assets and liabilities acquired based upon the estimated fair value of the assets and liabilities as of the acquisition date. The
adjusted purchase price was allocated as follows (in thousands):

Mexican LPG
operationsCash

$
15Trade accounts receivable


61Other current assets


75Property, plant and equipment


8,892Goodwill


1,502Other assets


101Trade accounts payable


(266
)Other accrued liabilities


(904
)Due to Rio Vista


(500
)Cash paid

$
8,976


Southeast Terminals.Effective December 31, 2007, we acquired from TransMontaigne Inc. 22 refined product terminals along the Colonial and Plantation
Pipelines with approximately 9.0 million barrels of aggregate active storage capacity for a cash payment of approximately $118.6 million. The Southeast terminals provide integrated
terminaling services principally to Morgan Stanley Capital Group and the United States government. The acquisition of the Southeast terminals from

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Notes to consolidated financial statements (Continued)

(3) ACQUISITIONS (Continued)

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 Southeast terminals from September 1, 2006, the date of acquisition by Morgan Stanley Capital Group of TransMontaigne Inc. The results of operations of the
Southeast 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 Southeast terminals, we agreed to assume all responsibilities, duties and obligations to complete the construction of and place into service
certain projects to repair, maintain or expand the Southeast terminals that had been commenced by TransMontaigne Inc. but were not completed as of the date of closing. As a result, we
recognized a liability of approximately $4.9 million as our estimate of the costs to complete and place into service certain projects to repair, maintain or expand the Southeast terminals (see
Note 9 of Notes to consolidated financial statements).

Our
basis in the assets and liabilities of the Southeast terminals are as follows (in thousands):

December 31,
2007

December 31,
2006

September 1,
2006Cash

$
5

$
5

$
5Trade accounts receivable





2,865


2,277Other current assets


973


881


762Property, plant and equipment


172,526


166,540


167,931Other assets, net


33


33


33Trade accounts payable





(2,585
)

(2,197
)Due to TransMontaigne Inc.


(221
)




Other accrued liabilities


(5,269
)

(273
)

(373
)Predecessor equity

$
168,047

$
167,466

$
168,438


(4) CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE

Our primary market areas are located along the Gulf Coast, in the Southeast, 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, distribution 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 six months
ended June 30, 2008 and 2007, we increased the allowance for doubtful accounts through a charge to income of approximately $0.3 million and $0.1 million, respectively.

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Notes to consolidated financial statements (Continued)

(4) CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE (Continued)

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

June 30,
2008

December 31,
2007Trade accounts receivable

$
6,621

$
4,559Less allowance for doubtful accounts


(405
)

(150
)$
6,216

$
4,409


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

Three months ended
June 30,

Six months ended
June 30,2008

2007

2008

2007Morgan Stanley Capital Group


57
%

18
%

58
%

13
%TransMontaigne Inc


6
%

39
%

6
%

44
%Valero Supply and Marketing Company


10
%

11
%

10
%

11
%


(5) OTHER CURRENT ASSETS

Other current assets are as follows (in thousands):

June 30,
2008

December 31,
2007Additive detergent

$
1,673

$
1,439Reimbursements due from the Federal government





724Deposits and other assets


1,381


711$
3,054

$
2,874


Reimbursements
due from the United States government represent costs we have incurred for the development and installation of terminal security plans and enhancements at our Gulf Coast
terminals. We were reimbursed the amount due from the Federal government during the three months ended June 30, 2008.

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Notes to consolidated financial statements (Continued)

(6) PROPERTY, PLANT AND EQUIPMENT, NET

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

June 30,
2008

December 31,
2007Land

$
52,237

$
52,228Terminals, pipelines and equipment


423,480


406,585Furniture, fixtures and equipment


1,199


1,186Construction in progress


26,700


20,592503,616


480,591Less accumulated depreciation


(74,014
)

(62,764
)$
429,602

$
417,827


(7) GOODWILL

Goodwill is not amortized, but instead tested for impairment on an annual basis during the three months ended December 31. Goodwill is as follows (in thousands):

June 30,
2008

December 31,
2007Brownsville terminal

$
14,770

$
14,770River terminals


8,465


8,465Mexican LPG operations (includes approximately $20 and $nil, respectively, of foreign currency translation adjustments)


1,522


1,502$
24,757

$
24,737


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. TransMontaigne Inc.'s carryover basis in the Brownsville and River terminals is derived from the application of push-down 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.

The
adjusted purchase price for the acquisition of the Mexican LPG operations from Rio Vista Energy Partners L.P. was allocated to the identifiable assets and liabilities
acquired based upon the estimated fair value of the assets and liabilities as of the acquisition date. Goodwill of approximately $1.5 million represents the excess of our adjusted purchase
price over the fair value of the identifiable assets acquired attributable to the Mexican LPG operations.

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Notes to consolidated financial statements (Continued)

(8) OTHER ASSETS, NET

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

June 30,
2008

December 31,
2007Amounts due under long-term terminaling services agreements:External customers

$
824

$
679Morgan Stanley Capital Group


1,059


451,883


724Deferred financing costs, net of accumulated amortization of $1,536 and $1,236, respectively


2,094


2,394Identifiable intangible assets, net:Customer relationships, net of accumulated amortization of $565 and $411, respectively


3,134


3,288Coastal Fuels trade name, net of accumulated amortization of $2,500 and $2,417, respectively





83Deposits and other assets


185


170$
7,296

$
6,659


Amounts due under long-term terminaling services agreements.We have long-term terminaling services agreements with certain of our
customers that provide for minimum payments that increase over the terms of the respective agreements. We recognize as revenue the minimum payments under the long-term terminaling services
agreements on a straight-line basis over the term of the respective agreements. At June 30, 2008 and December 31, 2007, we have recognized revenue in excess of the minimum
payments that are due through those respective dates under the long-term terminaling services agreements resulting in a receivable of approximately $1.9 million and
$0.7 million, respectively.

Deferred financing costs.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).

Identifiable intangible assets, net.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.

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Notes to consolidated financial statements (Continued)

(9) OTHER ACCRUED LIABILITIES

Other accrued liabilities are as follows (in thousands):

June 30,
2008

December 31,
2007Customer advances and deposits:External customers

$
1,235

$
1,179Morgan Stanley Capital Group


5,325


2,7106,560


3,889Accrued property taxes


1,775


645Accrued environmental obligations


783


1,064Interest payable


948


39Deferred revenue


336


339Advance payments received under long-term terminaling services agreementsMorgan Stanley Capital Group


517


415Due to Rio Vista


222


500Obligations to repair, maintain or expand Southeast terminals


1,799


4,946Rebate due to Morgan Stanley Capital Group


1,543


Accrued expenses and other


1,679


1,606$
16,162

$
13,443


Customer advances and deposits.We bill certain of our customers one month in advance for terminaling services to be provided in the following month. At
June 30, 2008 and December 31, 2007, we have billed and collected from certain of our customers approximately $6.6 million and $3.9 million, respectively, in advance of the
terminaling services being provided.

Advance payments received under long-term terminaling services agreements.We have long-term terminaling services agreements with Morgan
Stanley Capital Group that provide for minimum payments that decrease over the terms of the respective agreements. We recognize as revenue the minimum payments under the long-term
terminaling services agreements on a straight-line basis over the term of the respective agreements. At June 30, 2008 and December 31, 2007, we have received minimum payments
that are due through these respective dates in excess of revenue recognized under these long-term terminaling services agreements resulting in a liability of approximately
$0.5 million and $0.4 million, respectively.

Due to Rio Vista.Effective December 31, 2007, we acquired from Rio Vista certain Mexican LPG operations for a cash payment of approximately
$9.0 million (see Note 3 of Notes to consolidated financial statements). At June 30, 2008 and December 31, 2007, we have a liability of approximately $0.2 million
and $0.5 million, respectively, to Rio Vista that is due on December 31, 2008 provided that Rio Vista is in compliance with its representations and warranties contained in the agreement
covering our acquisition of the Mexican LPG operations.

Obligations to repair, maintain or expand Southeast terminals.As a condition to our acquisition of the Southeast terminals, we agreed to assume all
responsibilities, duties and obligations to complete the construction of and place into service certain projects to repair, maintain or expand the Southeast terminals that had been commenced by
TransMontaigne Inc. but were not completed as of the date of

24

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Table of Contents

TransMontaigne Partners L.P. and subsidiaries

Notes to consolidated financial statements (Continued)

(9) OTHER ACCRUED LIABILITIES (Continued)

closing.
At June 30, 2008 and December 31, 2007, we have recognized a liability of approximately $1.8 million and $4.9 million, respectively, as our estimate of the costs
to complete and place into service certain projects to repair, maintain or expand the Southeast terminals (see Note 3 of Notes to consolidated financial statements).

Rebate due to Morgan Stanley Capital Group.Pursuant to our terminaling services agreement related to the Southeast terminals, we agreed to rebate to Morgan
Stanley Capital Group 50% of the proceeds we receive annually in excess of $4.2 million from the sale of product gains at our Southeast terminals. At June 30, 2008 and
December 31, 2007, we have accrued a liability due to Morgan Stanley Capital Group of approximately $1.5 million and $nil, respectively, representing our best estimate of our rebate
liability.

(10) LONG-TERM DEBT

Senior Secured Credit Facility.At June 30, 2008 and December 31, 2007, our outstanding borrowings under the Senior Secured Credit Facility were
approximately $138.5 million and $132.0 million, respectively. At
June 30, 2008 and December 31, 2007, our outstanding letters of credit were approximately $84,000 and $130,000, respectively.

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: $222.8 million at June 30, 2008). In addition, at our request, 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 six months ended
June 30, 2008, the weighted average interest rate on borrowings under our Senior Secured Credit Facility was approximately 4.5% and 4.9%, 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.

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 less than 2.75 times).

25

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Table of Contents

TransMontaigne Partners L.P. and subsidiaries

Notes to consolidated financial statements (Continued)

(11) PARTNERS' EQUITY

The number of units outstanding is as follows:

Common
units

Subordinated
units

General
partner unitsAllocation of predecessor equity in exchange for units


120,000


2,872,266


148,873Initial public offering of common units


3,852,500





Private placement of subordinated units





450,000


Units outstanding at December 31, 2006 and 2005


3,972,500


3,322,266


148,873Secondary public offering of common units


5,149,800





TransMontaigne GP to maintain its 2% general partner interest








105,098Units outstanding at December 31, 2007 and June 30, 2008


9,122,300


3,322,266


253,971


(12) LONG-TERM INCENTIVE PLAN

TransMontaigne GP L.L.C. is our general partner and manages our operations and activities. TransMontaigne GP L.L.C. is an indirect wholly owned subsidiary of
TransMontaigne Inc. TransMontaigne Services Inc. is an indirect wholly owned subsidiary of TransMontaigne Inc. TransMontaigne Services Inc. employs the personnel who
provide support to TransMontaigne Inc.'s operations, as well as our operations. TransMontaigne Services Inc. adopted a long-term incentive plan for its employees and
consultants and non-employee directors of our general partner. The long-term incentive plan currently permits the grant of awards covering an aggregate of 740,681 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 June 30, 2008, 555,181 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. 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. The long-term incentive 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.
TransMontaigne Services Inc., on behalf of the long-term incentive plan, anticipates repurchasing annually up to 10,000 common units for this purpose. During the six months ended
June 30, 2008, TransMontaigne Services Inc., on behalf of the long-term incentive plan, has repurchased approximately 1,680 common units pursuant to the program.

On
March 17, 2008, we purchased a total of 6,000 restricted phantom units from Donald H. Anderson, D. Dale Shaffer and Rex L. Utsler in connection with their resignation as
members of the Board of Directors of our general partner. The aggregate consideration paid to the former directors of
approximately $163,000 is included in direct general and administrative expenses for the three months ended March 31, 2008.

On
July 18, 2008, TransMontaigne Services Inc. granted 2,000 restricted phantom units to an independent director of our general partner. On March 31, 2008,
TransMontaigne Services Inc. granted 6,000 restricted phantom units to the independent directors of our general partner. On March 31, 2007, TransMontaigne Services Inc. granted
10,000 restricted phantom units to the non-officer directors of our general partner. Over their respective four-year vesting periods, we will recognize deferred equity-

26

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Table of Contents

TransMontaigne Partners L.P. and subsidiaries

Notes to consolidated financial statements (Continued)

(12) LONG-TERM INCENTIVE PLAN (Continued)

based
compensation of approximately $46,000, $0.2 million and $0.4 million associated with the July 2008, March 2008 and March 2007 grants, respectively. Amortization of deferred
equity-based compensation of approximately $20,000 and $22,000 is included in direct general and administrative expenses for the three months ended June 30, 2008 and 2007, respectively.
Amortization (reversal) of deferred equity-based compensation of approximately $(11,000) and $22,000 is included in direct general and administrative expenses for the six months ended June 30,
2008 and 2007, respectively.

(13) COMMITMENTS AND CONTINGENCIES

Contract Commitments.At June 30, 2008, we have contractual commitments of approximately $25.0 million for the supply of services, labor and
materials related to capital projects that currently are under development.

Operating Leases.We lease property and equipment under non-cancelable operating leases that extend through April 2021. At June 30, 2008, future
minimum lease payments under these non-cancelable operating leases are as follows (in thousands):

Years ending December 31:

Property and
equipment2008 (remainder of the year)

$
5772009


1,1342010


1,0832011


6732012


551Thereafter


6,625$
10,643


Rental
expense under operating leases was approximately $400,000 and $260,000 for the three months ended June 30, 2008 and 2007, respectively. Rental expense under operating
leases was approximately $740,000 and $460,000 for the six months ended June 30, 2008 and 2007, respectively.

(14) NET EARNINGS PER LIMITED PARTNER UNIT

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

Three months ended
June 30,

Six months ended
June 30,2008

2007

2008

2007Basic weighted average units


12,443


9,394


12,443


8,350Dilutive effect of restricted phantom units





1





Diluted weighted average units


12,443


9,395


12,443


8,350


We
exclude potentially dilutive securities from our computation of diluted earnings per limited partner unit when their effect would be anti-dilutive. For the three and six
months ended June 30, 2008, we included the dilutive effect of 6,000 restricted phantom units granted March 31, 2008 in the

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Table of Contents

TransMontaigne Partners L.P. and subsidiaries

Notes to consolidated financial statements (Continued)

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

computation
of diluted earnings per limited partner unit because the average quoted market price of our common units exceeded the related unamortized deferred compensation. For the three and six
months ended June 30, 2008, we excluded the dilutive effect of 3,000 restricted phantom units granted March 31, 2007 in the computation of diluted earnings per limited partner unit
because the related unamortized deferred compensation exceeded the average quoted market price of our common units. For the three and six months ended June 30, 2007, we included the dilutive
effect of 10,000 restricted phantom units in the computation of diluted earnings per limited partner unit because the average quoted market price of our common units for the period exceeded the
related unamortized deferred compensation.

(15) BUSINESS SEGMENTS

We provide integrated terminaling, storage, transportation and related services to companies engaged in the trading, distribution and marketing of refined petroleum products, crude oil,
chemicals, fertilizers and other liquid products. Our 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 revenue 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 terminals (iv) River terminals and (v) Southeast terminals.

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Table of Contents

TransMontaigne Partners L.P. and subsidiaries

Notes to consolidated financial statements (Continued)

(15) BUSINESS SEGMENTS (Continued)

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

Three months ended
June 30,

Six months ended
June 30,2008

2007

2008

2007Gulf Coast Terminals:Throughput and additive injection fees, net

$
7,827

$
7,026

$
15,051

$
14,059Storage


2,235


2,211


4,478


5,033Other


2,815


1,163


5,474


2,100Revenue


12,877


10,400


25,003


21,192Direct operating costs and expenses


(5,284
)

(4,886
)

(11,149
)

(9,245
)Net margins


7,593


5,514


13,854


11,947Midwest Terminals and Pipeline System:Throughput and additive injection fees, net


881


737


1,669


1,351Pipeline transportation fees


275


557


530


1,131Other


419


185


485


748Revenue


1,575


1,479


2,684


3,230Direct operating costs and expenses


(429
)

(352
)

(773
)

(986
)Net margins


1,146


1,127


1,911


2,244Brownsville Terminals:Throughput and additive injection fees, net


2,542


1,516


4,792


3,016Storage


673


1,578


1,483


3,025Pipeline transportation fees


594





1,477


Other


1,279


987


2,422


2,026Revenue


5,088


4,081


10,174


8,067Direct operating costs and expenses


(2,749
)

(2,689
)

(5,635
)

(4,721
)Net margins


2,339


1,392


4,539


3,346River Terminals:Throughput and additive injection fees, net


502


1,105


1,170


2,141Storage


4,022


3,699


7,922


7,194Other


127


143


243


279Revenue


4,651


4,947


9,335


9,614Direct operating costs and expenses


(1,782
)

(1,835
)

(3,413
)

(3,614
)Net margins


2,869


3,112


5,922


6,000Southeast Terminals:Throughput and additive injection fees, net


8,167


8,230


16,387


16,524Storage


742


1,395


1,472


2,717Other


1,992


1,672


3,861


3,560Revenue


10,901


11,297


21,720


22,801Direct operating costs and expenses


(5,076
)

(5,500
)

(9,817
)

(10,641
)Net margins


5,825


5,797


11,903


12,160Total net margins


19,772


16,942


38,129


35,697Direct general and administrative expenses


(1,317
)

(461
)

(2,390
)

(1,355
)Allocated general and administrative expenses


(2,508
)

(2,467
)

(5,015
)

(4,923
)Allocated insurance expense


(704
)

(717
)

(1,417
)

(1,434
)Reimbursement of bonus awards


(375
)

(375
)

(750
)

(375
)Depreciation and amortization


(5,772
)

(5,430
)

(11,505
)

(10,395
)Operating income


9,096


7,492


17,052


17,215Other income (expense), net


(1,471
)

(3,279
)

(3,225
)

(7,190
)Net earnings

$
7,625

$
4,213

$
13,827

$
10,025


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Table of Contents

TransMontaigne Partners L.P. and subsidiaries

Notes to consolidated financial statements (Continued)

(15) BUSINESS SEGMENTS (Continued)

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

Three months ended June 30, 2008Gulf Coast
Terminals

Midwest
Terminals and
Pipeline System

Brownsville
Terminals

River
Terminals

Southeast
Terminals

TotalRevenue:External customers

$
3,111

$
695

$
3,664

$
4,602

$
884

$
12,956Morgan Stanley Capital Group


8,788


875


360





10,017


20,040TransMontaigne Inc.


978


5


1,064


49





2,096Total revenue

$
12,877

$
1,575

$
5,088

$
4,651

$
10,901

$
35,092Identifiable assets

$
125,920

$
10,814

$
69,141

$
65,824

$
174,890

$
446,589Capital expenditures

$
6,427

$
619

$
3,023

$
446

$
767

$
11,282




Three months ended June 30, 2007Gulf Coast
Terminals

Midwest
Terminals and
Pipeline System

Brownsville
Terminals

River
Terminals

Southeast
Terminals

TotalRevenue:External customers

$
3,109

$
289

$
2,981

$
4,965

$
2,558

$
13,902Morgan Stanley Capital Group


2,541


353


574





2,427


5,895TransMontaigne Inc.


4,750


837


526


(18
)

6,312


12,407Total revenue

$
10,400

$
1,479

$
4,081

$
4,947

$
11,297

$
32,204Identifiable assets

$
116,249

$
10,595

$
55,960

$
66,921

$
174,256

$
423,981Capital expenditures

$
1,600

$
21

$
300

$
27

$
2,518

$
4,466




Six months ended June 30, 2008Gulf Coast
Terminals

Midwest
Terminals and
Pipeline System

Brownsville
Terminals

River
Terminals

Southeast
Terminals

TotalRevenue:External customers

$
6,083

$
921

$
6,814

$
9,213

$
1,740

$
24,771Morgan Stanley Capital Group


17,027


1,751


929


13


19,980


39,700TransMontaigne Inc.


1,893


12


2,431


109





4,445Total revenue

$
25,003

$
2,684

$
10,174

$
9,335

$
21,720

$
68,916Identifiable assets

$
125,920

$
10,814

$
69,141

$
65,824

$
174,890

$
446,589Capital expenditures

$
9,895

$
992

$
6,113

$
617

$
1,238

$
18,855


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Table of Contents

TransMontaigne Partners L.P. and subsidiaries

Notes to consolidated financial statements (Continued)

(15) BUSINESS SEGMENTS (Continued)



Six months ended June 30, 2007Gulf Coast
Terminals

Midwest
Terminals and
Pipeline System

Brownsville
Terminals

River
Terminals

Southeast
Terminals

TotalRevenue:External customers

$
6,718

$
526

$
6,023

$
9,633

$
4,955

$
27,855Morgan Stanley Capital Group


2,570


353


951





4,811


8,685TransMontaigne Inc.


11,904


2,351


1,093


(19
)

13,035


28,364Total revenue

$
21,192

$
3,230

$
8,067

$
9,614

$
22,801

$
64,904Identifiable assets

$
116,249

$
10,595

$
55,960

$
66,921

$
174,256

$
423,981Capital expenditures

$
3,499

$
63

$
1,060

$
75

$
5,269

$
9,966


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Table of Contents

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, 2007, included in our Annual Report on Form 10-K filed on March 10,
2008 (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 JUNE 30, 2008

On April 18, 2008, we announced a distribution of $0.57 per unit payable on May 6, 2008 to unitholders of record on
April 30, 2008.

SUBSEQUENT EVENTS

On July 8, 2008, we announced that effective July 8, 2008, Charles L. Dunlap has been appointed to serve as a member of
the Board of Directors and as a member of the Conflicts Committee of our general partner.

On
July 18, 2008, we announced a distribution of $0.58 per unit payable on August 5, 2008 to unitholders of record on July 31, 2008.

On
July 23, 2008, Hurricane Dolly struck southern Texas causing damage at our Brownsville, Texas facilities. As a result, we currently estimate that our exposure is approximately
$1.3 million related to the damage at our Brownsville, Texas facilities.

RESULTS OF OPERATIONSTHREE MONTHS ENDED JUNE 30, 2008 AND 2007

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. On December 29, 2006, we acquired from
TransMontaigne Inc. the Brownsville, Texas

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Table of Contents

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. On December 31, 2007, we acquired from TransMontaigne Inc. twenty-two terminals along the Colonial and Plantation Pipelines ("Southeast terminals") in
exchange for a cash payment of approximately $118.6 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 they were purchased by TransMontaigne Inc. for acquisitions made by us prior to September 1, 2006, and since September 1, 2006, (the date of Morgan
Stanley Capital Group Inc.'s acquisition of TransMontaigne Inc.) for acquisitions made by us on or after September 1, 2006.

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

Three months ended
June 30,2008

2007Throughput and additive injection fees, net

$
19,919

$
18,614Terminaling storage fees


7,672


8,883Pipeline transportation fees


869


557Management fees and reimbursed costs


502


450Other


6,130


3,700Revenue

$
35,092

$
32,204


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

Three months ended June 30,2008

2007Gulf Coast terminals

$
12,877

$
10,400Midwest terminals and pipeline system


1,575


1,479Brownsville terminals


5,088


4,081River terminals


4,651


4,947Southeast terminals


10,901


11,297Revenue

$
35,092

$
32,204


Effective
December 31, 2007, we acquired from Rio Vista Energy Partners L.P. ("Rio Vista") a terminal facility in Matamoros, Mexico, two pipelines from Brownsville, Texas
to Matamoros, Mexico, with associated rights of way and easements and 47 acres of land, together with a permit to distribute liquefied petroleum gas ("LPG") to Mexico's state-owned petroleum company.
The results of operations of the Mexican LPG operations are included in our results of operations from December 31, 2007. For the three months ended June 30, 2008, the
Mexican LPG operations generated approximately $0.5 million of revenue attributable to our Brownsville terminals.

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

33

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Table of Contents

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

Three months
ended
June 30,2008

2007Gulf Coast terminals

$
7,827

$
7,026Midwest terminals and pipeline system


881


737Brownsville terminals


2,542


1,516River terminals


502


1,105Southeast terminals


8,167


8,230Throughput and additive injection fees, net

$
19,919

$
18,614


Effective
December 31, 2007, we acquired the Mexican LPG operations from Rio Vista. In connection with our acquisition we amended the existing LPG terminaling
services agreement, resulting in a decrease in the rates charged on volumes throughput at the Brownsville LPG terminal in exchange for an increase in pipeline transportation fees related to the
volume of product transported through the Diamondback pipeline. For the three months ended June 30, 2008, the change in the rates charged on volumes throughput at the Brownsville LPG
terminal resulted in a reduction of approximately $(0.1) million of throughput and additive injection fees, net.

Included
in the terminal throughput fees for the three months ended June 30, 2008 and 2007, are fees charged to Morgan Stanley Capital Group of approximately $15.9 million
and $4.4 million, respectively, and TransMontaigne Inc. of approximately $1.4 million and $9.9 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):

Three months
ended
June 30,2008

2007Gulf Coast terminals

$
2,235

$
2,211Midwest terminals and pipeline system





Brownsville terminals


673


1,578River terminals


4,022


3,699Southeast terminals


742


1,395Terminaling storage fees

$
7,672

$
8,883


Included
in the terminaling storage fees for the three months ended June 30, 2008 and 2007, are fees charged to Morgan Stanley Capital Group of approximately $nil and
$1.0 million, respectively, and TransMontaigne Inc. of approximately $0.1 million and $0.3 million, respectively.

Pipeline Transportation Fees.We earn pipeline transportation fees at our Razorback Pipeline and Diamondback 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

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Razorback
Pipeline and the Diamondback Pipeline. The pipeline transportation fees by business segments were as follows (in thousands):

Three months
ended
June 30,2008

2007Gulf Coast terminals

$


$
Midwest terminals and pipeline system


275


557Brownsville terminals


594


River terminals





Southeast terminals





Pipeline transportation fees

$
869

$
557


Effective
December 31, 2007, we acquired the Mexican LPG operations, including the Diamondback Pipeline, from Rio Vista. For the three months ended June 30, 2008,
the Mexican LPG operations generated approximately $0.6 million of pipeline transportation fees attributable to our Brownsville terminals.

Included
in pipeline transportation fees for the three months ended June 30, 2008 and 2007, are fees charged to Morgan Stanley Capital Group of approximately $0.3 million
and $0.2 million, respectively, and TransMontaigne Inc. of approximately $0.6 million and $0.4 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 their proportionate share of operating and maintenance costs. We manage and operate for another major oil company two
terminals that are adjacent to our Southeast facilities and receive a reimbursement of their 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. The
management fees and reimbursed costs by business segments were as follows (in thousands):

Three months
ended
June 30,2008

2007Gulf Coast terminals

$
44

$
59Midwest terminals and pipeline system





Brownsville terminals


358


285River terminals





Southeast terminals


100


106Management fees and reimbursed costs

$
502

$
450


Other Revenue.We provide ancillary services including heating and mixing of stored products, product transfer services, railcar handling, wharfage fees and vapor
recovery fees. 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

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permitted
to withdraw from those terminals. Other revenue is composed of the following (in thousands):

Three months
ended
June 30,2008

2007Product gains, including product retained under product gain/loss allowance provisions in certain terminaling services agreements

$
3,625


1,928Steam heating fees


1,420


1,072Product transfer services


218


165Railcar storage


181


138Other


686


397Other revenue

$
6,130

$
3,700


The
other revenue by business segments were as follows (in thousands):

Three months
ended
June 30,2008

2007Gulf Coast terminals

$
2,771

$
1,104Midwest terminals and pipeline system


419


185Brownsville terminals


921


702River terminals


127


143Southeast terminals


1,892


1,566Other revenue

$
6,130

$
3,700


Included
in other revenue for the three months ended June 30, 2008 and 2007, are amounts charged to Morgan Stanley Capital Group of approximately $3.8 million and
$0.3 million, respectively, and TransMontaigne Inc. of approximately $21,000 and $1.8 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
June 30,2008

2007Wages and employee benefits

$
5,313

$
4,727Utilities and communication charges


2,320


1,862Repairs and maintenance


4,749


5,674Office, rentals and property taxes


1,500


1,519Vehicles and fuel costs


360


672Environmental compliance costs


643


521Other


435


289Lessproperty and environmental insurance recoveries





(2
)Direct operating costs and expenses

$
15,320

$
15,262


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

Three months ended
June 30,2008

2007Gulf Coast terminals

$
5,284

$
4,886Midwest terminals and pipeline system


429


352Brownsville terminals


2,749


2,689River terminals


1,782


1,835Southeast terminals


5,076


5,500Direct operating costs and expenses

$
15,320

$
15,262


Effective
December 31, 2007, we acquired the Mexican LPG operations from Rio Vista. For the three months ended June 30, 2008, the Mexican LPG operations
incurred approximately $0.1 million of direct operating costs and expenses attributable to our Brownsville terminals.

The
direct general and administrative expenses of our operations include 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
June 30,2008

2007Accounting and tax expenses

$
407

$
110Legal expenses


296


90Independent director fees and investor relations expenses


88


70Amortization of deferred equity-based compensation


20


22Provision for potentially uncollectible accounts receivable


255


83Other


251


86Direct general and administrative expenses

$
1,317

$
461


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 $2.5 million and $2.5 million for the
three months ended June 30, 2008 and 2007, respectively.

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 $0.7 million and $0.7 million for the
three months ended June 30, 2008 and 2007, respectively.

The
accompanying consolidated financial statements also include amounts paid to TransMontaigne Services Inc. as a partial reimbursement of bonus awards granted by TransMontaigne
Services Inc. to certain key officers and employees that vest over future service periods. The reimbursement of bonus awards were approximately $0.4 million and $0.4 million for
the three months ended June 30, 2008 and 2007, respectively.

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For
the three months ended June 30, 2008 and 2007, depreciation and amortization expense was approximately $5.8 million and $5.4 million, respectively.

RESULTS OF OPERATIONSSIX MONTHS ENDED JUNE 30, 2008 AND 2007

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

Six months ended
June 30,2008

2007Throughput and additive injection fees, net

$
39,069

$
37,091Terminaling storage fees


15,355


17,969Pipeline transportation fees


2,007


1,131Management fees and reimbursed costs


952


853Other


11,533


7,860Revenue

$
68,916

$
64,904


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

Six months ended
June 30,2008

2007Gulf Coast terminals

$
25,003

$
21,192Midwest terminals and pipeline system


2,684


3,230Brownsville terminals


10,174


8,067River terminals


9,335


9,614Southeast terminals


21,720


22,801Revenue

$
68,916

$
64,904


Effective
December 31, 2007, we acquired the Mexican LPG operations from Rio Vista Energy Partners L.P. ("Rio Vista"). The results of operations of the
Mexican LPG operations are included in our results of operations from December 31, 2007. For the six months ended June 30, 2008, the Mexican LPG operations generated
approximately $1.1 million of revenue attributable to our Brownsville terminals.

Throughput and Additive Injection Fees, Net.The throughput and additive injection fees, net by business segments were as follows (in thousands):

Six months ended
June 30,2008

2007Gulf Coast terminals

$
15,051

$
14,059Midwest terminals and pipeline system


1,669


1,351Brownsville terminals


4,792


3,016River terminals


1,170


2,141Southeast terminals


16,387


16,524Throughput and additive injection fees, net

$
39,069

$
37,091


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Effective
December 31, 2007, we acquired the Mexican LPG operations from Rio Vista. In connection with our acquisition we amended the existing LPG terminaling
services agreement, resulting in a decrease in the rates charged on volumes throughput at the Brownsville LPG terminal in exchange for an increase in pipeline transportation fees related to the
volume of product transported through the Diamondback pipeline. For the six months ended June 30, 2008, the change in the rates charged on volumes throughput at the Brownsville LPG
terminal resulted in a reduction of approximately $(0.3) million of throughput and additive injection fees, net.

Included
in the terminal throughput fees for the six months ended June 30, 2008 and 2007, are fees charged to Morgan Stanley Capital Group of approximately $31.6 million
and $6.4 million, respectively, and TransMontaigne Inc. of approximately $2.8 million and $22.6 million, respectively.

Terminaling Storage Fees.The terminaling storage fees by business segments were as follows (in thousands):

Six months ended
June 30,2008

2007Gulf Coast terminals

$
4,478

$
5,033Midwest terminals and pipeline system





Brownsville terminals


1,483


3,025River terminals


7,922


7,194Southeast terminals


1,472


2,717Terminaling storage fees

$
15,355

$
17,969


Included
in the terminaling storage fees for the six months ended June 30, 2008 and 2007, are fees charged to Morgan Stanley Capital Group of approximately $nil and
$1.8 million, respectively, and TransMontaigne Inc. of approximately $0.1 million and $0.6 million, respectively.

Pipeline Transportation Fees.The pipeline transportation fees by business segments were as follows (in thousands):

Six months ended
June 30,2008

2007Gulf Coast terminals

$


$
Midwest terminals and pipeline system


530


1,131Brownsville terminals


1,477


River terminals





Southeast terminals





Pipeline transportation fees

$
2,007

$
1,131


Effective
December 31, 2007, we acquired the Mexican LPG operations, including the Diamondback Pipeline, from Rio Vista. For the six months ended June 30, 2008, the
Mexican LPG operations generated approximately $1.4 million of pipeline transportation fees attributable to our Brownsville terminals.

Included
in pipeline transportation fees for the six months ended June 30, 2008 and 2007, are fees charged to Morgan Stanley Capital Group of approximately $0.5 million and
$0.2 million, respectively, and TransMontaigne Inc. of approximately $1.5 million and $0.9 million, respectively.

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Table of Contents

Management Fees and Reimbursed Costs.The management fees and reimbursed costs by business segments were as follows (in thousands):

Six months
ended
June 30,2008

2007Gulf Coast terminals

$
74

$
101Midwest terminals and pipeline system





Brownsville terminals


713


561River terminals





Southeast terminals


165


191Management fees and reimbursed costs

$
952

$
853


Other Revenue.Other revenue is composed of the following (in thousands):

Six months ended
June 30,2008

2007Product gains, including product retained under product gain/loss allowance provisions in certain terminaling services agreements

$
6,738

$
4,386Steam heating fees


2,818


2,091Product transfer services


419


321Railcar storage


332


296Other


1,226


766Other revenue

$
11,533

$
7,860


The
other revenue by business segments were as follows (in thousands):

Six months ended
June 30,2008

2007Gulf Coast terminals

$
5,400

$
1,999Midwest terminals and pipeline system


485


748Brownsville terminals


1,709


1,465River terminals


243


279Southeast terminals


3,696


3,369Other revenue

$
11,533

$
7,860


Included
in other revenue for the six months ended June 30, 2008 and 2007, are amounts charged to Morgan Stanley Capital Group of approximately $7.6 million and
$0.3 million, respectively, and TransMontaigne Inc. of approximately $22,000 and $4.3 million, respectively.

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Costs and Expenses.The direct operating costs and expenses of our operations were as follows (in thousands):

Six months ended
June 30,2008

2007Wages and employee benefits

$
10,558

$
9,054Utilities and communication charges


4,574


3,735Repairs and maintenance


9,954


10,734Office, rentals and property taxes


3,143


2,819Vehicles and fuel costs


787


1,231Environmental compliance costs


1,026


1,179Other


745


479Lessproperty and environmental insurance recoveries





(24
)Direct operating costs and expenses

$
30,787

$
29,207


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

Six months ended
June 30,2008

2007Gulf Coast terminals

$
11,149

$
9,245Midwest terminals and pipeline system


773


986Brownsville terminals


5,635


4,721River terminals


3,413


3,614Southeast terminals


9,817


10,641Direct operating costs and expenses

$
30,787

$
29,207


Effective
December 31, 2007, we acquired the Mexican LPG operations from Rio Vista. For the six months ended June 30, 2008, the Mexican LPG operations
incurred approximately $0.3 million of direct operating costs and expenses attributable to our Brownsville terminals.

Direct
general and administrative expenses were as follows (in thousands):

Six months ended
June 30,2008

2007Accounting and tax expenses

$
1,075

$
717Legal expenses


419


284Independent director fees and investor relations expenses


321


144Amortization (reversal) of deferred equity-based compensation


(11
)

22Provision for potentially uncollectible accounts receivable


255


83Other


331


105Direct general and administrative expenses

$
2,390

$
1,355


The
allocated general and administrative expenses were approximately $5.0 million and $4.9 million for the six months ended June 30, 2008 and 2007, respectively.

The
allocated insurance expenses were approximately $1.4 million and $1.4 million for the six months ended June 30, 2008 and 2007, respectively.

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The
reimbursement of bonus awards were approximately $0.8 million and $0.4 million for the six months ended June 30, 2008 and 2007, respectively.

For
the six months ended June 30, 2008 and 2007, depreciation and amortization expense was approximately $11.5 million and $10.4 million, respectively.

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.

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 $179.9 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.

Excluding
acquisitions, our capital expenditures that were paid in cash for the six months ended June 30, 2008 were approximately $18.9 million for terminal and pipeline
facilities and assets to support these facilities. Excluding acquisitions, capital expenditures during the year ending December 31, 2008, are estimated to range from $45 million to
$55 million, which includes approximately $6.0 million of capital expenditures to maintain our existing facilities. The budgeted capital projects include the following:

Terminal

Description of project

Incremental
storage
capacity

Expected
completion(in Bbls)Brownsville

Increase LPG tank capacity


19,000


2H 2008Gulf Coast

Renewable fuels blending functionality





In-serviceTampa

Increase light oil tank capacity


250,000


In-serviceImprove truck rack capacity and functionality





2H 2009Port Everglades

Increase light oil and residual oil tank capacity


975,000


2H 2009Improve truck rack capacity and functionality





2H 2009Southeast

Renewable fuels blending functionality





2H 2009


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.At June 30, 2008 and December 31, 2007, our outstanding borrowings under the senior secured credit facility were
approximately $138.5 million and $132.0 million, respectively. At June 30, 2008 and December 31, 2007, our outstanding letters of credit were approximately $84,000 and
$130,000, respectively.

At
June 30, 2008, 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:

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$222.8 million
at June 30, 2008). In addition, at our request, 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. 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 less than 2.75 times). These financial
covenants are based on a defined financial performance measure within the senior secured credit facility known as "Consolidated EBITDA."

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The
calculation of the "total leverage ratio," "senior secured leverage ratio" and "interest coverage ratio" contained in the senior secured credit facility is as follows (in thousands,
except ratios):

Three Months Ended

Twelve
Months
Ended
June 30,
2008September 30,
2007

December 31,
2007

March 31,
2008

June 30,
2008Financial performance debt covenant test:Consolidated EBITDA for the total leverage ratio, as stipulated in the credit facility

$
13,174

$
13,767

$
13,707

$
15,046

$
55,694Consolidated funded indebtedness













$
138,500Total leverage ratio and senior secured leverage ratio














2.49xConsolidated EBITDA for the interest coverage ratio

$
8,940

$
9,533


13,707


15,046

$
47,226Consolidated interest expense, as stipulated in the credit facility

$
150

$
(9
)
$
1,603

$
1,479

$
3,223Interest coverage ratio














14.65xReconciliation of Consolidated EBITDA to cash flows provided by (used in) operating activities:Consolidated EBITDA for the total leverage ratio

$
13,174

$
13,767

$
13,707

$
15,046

$
55,694Less pro forma adjustments


(4,234
)

(4,234
)







(8,468
)Consolidated EBITDA for the interest coverage ratio


8,940


9,533


13,707


15,046


47,226Consolidated interest expense


(150
)

9


(1,603
)

(1,479
)

(3,223
)Effects of our acquisition of Southeast terminals


4,719


3,353








8,072Reversal of previously recognized equity-based compensation








(49
)




(49
)Amounts due under long-term terminaling services agreements





(724
)

(423
)

(634
)

(1,781
)Changes in operating assets and liabilities


7,558


3,994


6,825


(2,678
)

15,699Cash flows provided by operating activities

$
21,067

$
16,165

$
18,457

$
10,255

$
65,944


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 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).

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Table of Contents

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, 2007, 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 Part 1, 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, 2007.

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 June 30, 2008, we had outstanding borrowings of approximately $138.5 million under our Senior Secured Credit Facility.
Based on the outstanding balance of our variable-interest-rate debt at June 30, 2008, and assuming market interest rates increase or decrease by 100 basis points, the potential
annual increase or decrease in interest expense is approximately $1.4 million.

We
generally do not purchase or market products that we handle or transport and, therefore, we do not have 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. and Morgan Stanley Capital Group. As a result, we do not have a 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 the management of our general partner, including our general partner's principal executive and
principal financial officer (whom we refer to as the Certifying Officers), as appropriate to allow timely decisions regarding required disclosure. The management of our general partner evaluated, with
the participation of the Certifying Officers, the effectiveness of our disclosure controls and procedures as of June 30, 2008, pursuant to Rule 13a-15(b) under the Exchange
Act. Based upon that evaluation, the Certifying Officers concluded that, as of June 30, 2008, 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.

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Table of Contents

Part II. Other Information

ITEM 1A.    RISK FACTORS

The following risk factors, discussed in more detail in "Item 1A. Risk Factors," in our Annual Report on
Form 10-K for the year ended December 31, 2007, filed on March 10, 2008, which risk factors are expressly incorporated into this report by reference, are 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:



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There
have been no material changes from risk factors as previously disclosed in our annual report on Form 10-K filed on March 10, 2008 for the year ended
December 31, 2007.

ITEM 2.    UNREGISTERED SALES OF EQUITY SERCURITIES 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 June 30,
2008 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
ProgramsApril


280

$
28.39


280


9,160May


420

$
29.40


420


8,740June


420

$
30.06


420


8,3201,120

$
29.39


1,120


---

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. For the three months ended June 30, 2008, we have repurchased 1,120 common units with approximately $32,920 of aggregate market
value for this purpose. For the six months ended June 30, 2008, we have repurchased 1,680 common units with approximately $49,400 of aggregate market value for this purpose. There is no
guarantee as to the exact number of common units that will be repurchased under the repurchase program, and the repurchase program may be discontinued at any time. 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:

3.1

Second Amendment to the First Amended and Restated Agreement of Limited Partnership of TransMontaigne Partners L.P. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by
TransMontaigne Partners L.P. with the SEC on April 8, 2008).31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


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Table of Contents

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.

Dated: August 8, 2008

TRANSMONTAIGNE PARTNERS L.P.(Registrant)By:

TransMontaigne GP L.L.C., its General Partner/s/RANDALL J. LARSONBy:

Randall J. LarsonChief Executive OfficerBy:

/s/FREDERICK W. BOUTINBy:

Frederick W. BoutinChief Financial Officer


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EXHIBIT INDEX

Exhibit
Number

Description of Exhibits3.1

Second Amendment to the First Amended and Restated Agreement of Limited Partnership of TransMontaigne Partners L.P. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by
TransMontaigne Partners L.P. with the SEC on April 8, 2008).31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


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