<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549



                                   FORM 10-Q


(Mark One)

[X]   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 For the quarterly period ended September 30, 1999

                                      OR

[_]   Transition Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934



      Commission File Number 001-11763



                              TRANSMONTAIGNE INC.



         Delaware                                 06-1052062
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)               Identification No.)

                  2750 Republic Plaza, 370 Seventeenth Street
                            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 report), and (2) has been subject to such filing
requirements for the past 90 days.


                                Yes [X]  No [ ]


As of November 1, 1999 there were 30,592,024 shares of the registrant's Common
Stock outstanding.

<PAGE>

                              TRANSMONTAIGNE INC.

                                     INDEX



                        PART I.   FINANCIAL INFORMATION



                                                                        Page No.
Item 1.   Financial Statements

          Condensed Consolidated Balance Sheets
          September 30, 1999 and June 30, 1999 (Unaudited).....................4

          Condensed Consolidated Statements of Operations
          Three Months Ended September 30, 1999 and 1998 (Unaudited)...........5

          Condensed Consolidated Statements of Stockholders' Equity
          Year Ended June 30, 1999 and
          Three Months Ended September 30, 1999 (Unaudited)....................6

          Condensed Consolidated Statements of Cash Flows
          Three Months Ended September 30, 1999 and 1998 (Unaudited)...........7

          Notes to Condensed Consolidated Financial Statements.................8


Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations.......................17

Item 3.   Quantitative and Qualitative Disclosures about Market Risk..........27


                          PART II.  OTHER INFORMATION


Item 6.   Exhibits and Reports on Form 8-K....................................28

          Signatures..........................................................29


                                       2
<PAGE>

PART I.  FINANCIAL INFORMATION
------------------------------


ITEM 1.   FINANCIAL STATEMENTS


The condensed consolidated financial statements of TransMontaigne Inc. are
included herein beginning on the following page.

                                       3
<PAGE>

TRANSMONTAIGNE INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
September 30, 1999 and June 30, 1999 (Unaudited)
(In thousands)
<TABLE>
<CAPTION>

                                                                                         September 30,             June 30,
Assets                                                                                        1999                  1999
------                                                                              ---------------------    --------------------
<S>                                                                                 <C>                      <C>
Current assets:
     Cash and cash equivalents                                                      $               3,523                  13,927
     Trade accounts receivable                                                                    156,690                 174,122
     Inventories                                                                                  286,602                 378,207
     Deferred tax assets, net                                                                       2,604                       -
     Prepaid expenses                                                                               3,829                   4,355
                                                                                    ---------------------    --------------------
                                                                                                  453,248                 570,611
                                                                                    ---------------------    --------------------

Property, plant and equipment:
     Land                                                                                          42,773                  42,773
     Plant and equipment                                                                          447,565                 431,141
     Accumulated depreciation                                                                     (43,549)                (37,572)
                                                                                    ---------------------    --------------------
                                                                                                  446,789                 436,342
                                                                                    ---------------------    ---------------------

Investments and other assets:
     Investments in petroleum related assets                                                       46,141                  46,141
     Deferred debt issuance costs, net                                                             10,791                  11,529
     Unrealized gains on energy related contracts                                                   7,975                   8,996
     Other assets, net                                                                             20,850                  21,889
                                                                                    ---------------------    --------------------
                                                                                                   85,757                  88,555
                                                                                    ---------------------    --------------------

                                                                                    $             985,794               1,095,508
                                                                                    =====================    ====================
Liabilities and Stockholders' Equity
------------------------------------

Current liabilities:
     Trade accounts payable                                                         $             113,936                 164,162
     Inventory due under exchange agreements                                                       33,385                  25,791
     Excise taxes payable                                                                          31,987                  25,681
     Other accrued liabilities                                                                      8,088                   5,371
     Current portion of long-term debt                                                              2,000                   2,000
                                                                                    ---------------------    --------------------
                                                                                                  189,396                 223,005
                                                                                    ---------------------    --------------------

Long-term debt                                                                                    427,489                 495,672

Deferred tax liabilities, net                                                                           -                     780

Stockholders' equity:
     Preferred stock, par value $.01 per share, authorized
          2,000,000 shares, issued and outstanding 170,115
          shares Series A Convertible at September 30, 1999 and June 30, 1999,
          liquidation preference of $170,115,000                                                        2                       2
     Common stock, par value $.01 per share,
          authorized 80,000,000 shares at September 30, 1999 and June 30, 1999,
          issued and outstanding 30,591,024 shares at September 30, 1999
          and 30,479,024 shares at June 30, 1999                                                      306                     305
     Capital in excess of par value                                                               368,394                 367,235
     Unearned compensation                                                                         (1,100)                      -
     Retained earnings                                                                              1,307                   8,509
                                                                                    ---------------------    --------------------
                                                                                                  368,909                 376,051
                                                                                    ---------------------    --------------------


                                                                                    $             985,794               1,095,508
                                                                                    =====================    ====================
</TABLE>
See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>

TRANSMONTAIGNE INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
Three Months Ended September 30, 1999 and 1998 (Unaudited)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>

                                                                                       1999                           1998
                                                                              ---------------------          ---------------------

<S>                                                                           <C>                            <C>
Revenues                                                                      $           1,148,867                        463,121

Costs and expenses:
     Product costs                                                                        1,119,814                        443,206
     Operating expenses                                                                      16,225                          8,517
     General and administrative                                                               5,875                          3,035
     Depreciation and amortization                                                            6,246                          2,793
                                                                              ---------------------          ---------------------
                                                                                          1,148,160                        457,551
                                                                              ---------------------          ---------------------

               Operating income                                                                 707                          5,570

Other income (expenses):
     Dividend income from petroleum related assets                                              491                              -
     Interest income                                                                            887                            378
     Interest expense                                                                        (9,488)                        (2,475)
     Amortization of deferred debt issuance costs                                              (851)                          (123)
     Other financing costs                                                                     (206)                           (86)
                                                                              ---------------------          ---------------------
                                                                                             (9,167)                        (2,306)
                                                                              ---------------------          ---------------------

               Earnings (loss) before income tax                                             (8,460)                         3,264

Income tax (expense) benefit                                                                  3,384                         (1,240)
                                                                              ---------------------          ---------------------

               Net earnings (loss)                                                           (5,076)                         2,024

Preferred stock dividends                                                                    (2,126)                             -
                                                                              ---------------------          ---------------------

               Net earnings (loss) attributable to
                    common stockholders                                       $              (7,202)                         2,024
                                                                              =====================          =====================
Weighted average common
     shares outstanding:
               Basic                                                                         30,485                         25,963
                                                                              =====================          =====================
               Diluted                                                                       30,485                         26,679
                                                                              =====================          =====================

Earnings (loss) per common share:
               Basic                                                          $               (0.24)                          0.08
                                                                              =====================          =====================
               Diluted                                                        $               (0.24)                          0.08
                                                                              =====================          =====================
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       5
<PAGE>

TRANSMONTAIGNE INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders' Equity
Year Ended June 30, 1999 and Three Months Ended September 30, 1999 (Unaudited)
(In thousands)
<TABLE>
<CAPTION>

                                                                       Capital in
                                                Preferred    Common     excess of       Unearned       Retained
                                                  stock      stock      par value     Compensation     earnings      Total
                                              -----------  ---------  ------------   --------------   ------------  --------

<S>                                           <C>          <C>        <C>            <C>              <C>           <C>
Balance at June 30, 1998                      $         -        260       136,780             (618)         8,844   145,266

Preferred stock issued in connection
     with stock purchase agreements                     2          -       170,113                -              -   170,115
Costs related to issuance of preferred
     stock                                              -          -          (327)               -              -      (327)
Common stock issued for options
     exercised                                          -          -            84                -              -        84
Common stock issued for services                        -          -            93                -              -        93
Tax benefit arising from options
     exercised                                          -          -            63                -              -        63
Unearned compensation related to
     restricted stock awards                            -          -           162             (162)             -         -
Amortization of unearned compensation                   -          -             -              780              -       780
Common stock issued in acquisition of
     Louis Dreyfus Energy Corp.                         -         45        60,390                -              -    60,435
Common stock repurchased and retired                    -          -          (123)               -              -      (123)
Preferred stock dividends                               -          -             -                -         (2,274)   (2,274)
Net earnings                                            -          -             -                -          1,939     1,939
                                              -----------  ---------  ------------   --------------   ------------  --------

Balance at June 30, 1999                                2        305       367,235                -          8,509   376,051

Common stock issued for options
     exercised                                          -          -            60                -              -        60
Unearned compensation related to
     restricted stock awards                            -          1         1,099           (1,100)             -         -
Preferred stock dividends                               -          -             -                -         (2,126)   (2,126)
Net loss                                                -          -             -                -         (5,076)   (5,076)
                                              -----------  ---------  ------------   --------------   ------------  --------

Balance at September 30, 1999                 $         2        306       368,394           (1,100)         1,307   368,909
                                              ===========  =========  ============   ==============   ============  ========
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       6
<PAGE>

TRANSMONTAIGNE INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
Three Months Ended September 1999 and 1998 (Unaudited)
(In thousands)
<TABLE>
<CAPTION>


                                                                                         1999                        1998
                                                                                ---------------------       ---------------------
<S>                                                                             <C>                         <C>
Cash flows from operating activities:
 Net earnings (loss)                                                            $              (5,076)                      2,024
 Adjustments to reconcile net earnings (loss) to net
  cash provided by operating activities:
   Depreciation and amortization                                                                6,246                       2,793
   Deferred tax expense (benefit)                                                              (3,384)                      1,115
   Loss (gain) on disposition of assets                                                            (1)                          8
   Amortization of unearned compensation                                                            -                          92
   Amortization of deferred debt issuance costs                                                   851                         123
   Changes in operating assets and liabilities,
    net of noncash activities:
     Trade accounts receivable                                                                 17,432                      (5,295)
     Inventories                                                                               92,626                      (6,848)
     Prepaid expenses                                                                             526                         (79)
     Trade accounts payable                                                                   (50,226)                      4,470
     Inventory due under exchange
      agreements                                                                                7,594                       2,034
     Excise taxes payable and other
      accrued liabilities                                                                       9,023                      38,515
                                                                                ---------------------       ---------------------
       Net cash provided
        by operating activities                                                                75,611                      38,952
                                                                                ---------------------       ---------------------

Cash flows from investing activities:
 Purchases of property, plant and equipment                                                   (16,431)                    (18,653)
 Proceeds from sale of assets                                                                       2                           -
 Investment in West Shore Pipe Line Company                                                         -                     (29,275)
 Decrease (increase) in other assets, net                                                         776                        (617)
                                                                                ---------------------       ---------------------
       Net cash (used) by
        investing activities                                                                  (15,653)                    (48,545)
                                                                                ---------------------       ---------------------
Cash flows from financing activities:
 Borrowings (repayments) of long-term debt, net                                               (68,183)                     50,888
 Deferred debt issuance costs                                                                    (113)                         (8)
 Common stock issued for cash                                                                      60                           9
 Preferred stock dividends paid                                                                (2,126)                          -
                                                                                ---------------------       ---------------------
       Net cash provided (used)
        by financing activities                                                               (70,362)                     50,889
                                                                                ---------------------       ---------------------

       (Decrease) increase in cash
        and cash equivalents                                                                  (10,404)                     41,296

Cash and cash equivalents at beginning of year                                                 13,927                      27,215
                                                                                ---------------------       ---------------------

Cash and cash equivalents at end of year                                        $               3,523                      68,511
                                                                                =====================       =====================

See accompanying notes to condensed consolidated financial statements.
</TABLE>

                                       7
<PAGE>

TRANSMONTAIGNE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 1999


(1)  Summary of Significant Accounting Policies

     Nature of Business

     TransMontaigne Inc. ("TransMontaigne") provides a broad range of integrated
     transportation, terminaling, storage, supply, distribution, gathering,
     processing and marketing services to producers, refiners, distributors,
     marketers and industrial end-users of petroleum products, chemicals, other
     bulk liquids, natural gas and crude oil in the downstream sector of the
     petroleum and chemical industries. TransMontaigne is a holding company
     which conducts its operations through wholly-owned subsidiaries primarily
     in the Mid-Continent, Gulf Coast, Southeast, Mid-Atlantic, Northeast and
     Rocky Mountain regions of the United States. TransMontaigne operations are
     divided into three logistical petroleum services business segments:
     pipelines, which includes transportation and delivery of refined petroleum
     products and crude oil; terminals, which includes terminaling and storage
     of refined petroleum products, crude oil, chemicals and other bulk liquids;
     and products, which includes supply, distribution and marketing of refined
     petroleum products and natural gas liquids ("NGL"); and a natural gas
     services business segment which includes gathering, treating, processing,
     fractionating and marketing NGL and natural gas. Segment information is
     presented in the notes to the condensed consolidated financial statements.
     TransMontaigne does not explore for, or produce, crude oil or natural gas;
     and does not own crude oil or natural gas reserves.

     Basis of Presentation

     The condensed consolidated financial statements included in this Form 10-Q
     have been prepared by TransMontaigne without audit pursuant to the rules
     and regulations of the Securities and Exchange Commission. Accordingly,
     these statements reflect adjustments (consisting only of normal recurring
     entries) which are, in the opinion of TransMontaigne management, necessary
     for a fair statement of the financial results for the interim periods.
     Certain information and notes normally included in financial statements
     prepared in accordance with generally accepted accounting principles have
     been condensed or omitted pursuant to such rules and regulations, although
     TransMontaigne believes that the disclosures are adequate to make the
     information presented not misleading. These condensed consolidated
     financial statements should be read in conjunction with the financial
     statements and related notes, together with management's discussion and
     analysis of financial condition and results of operations included in
     TransMontaigne's Annual Report on Form 10-K for the year ended June 30,
     1999.

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires TransMontaigne management to make
     estimates and assumptions that affect the reported amounts of assets and
     liabilities at the date of the financial statements and the reported
     amounts of revenues and expenses during the reporting period. Changes in
     these estimates and assumptions will occur as a result of the passage of
     time and the occurrence of future events, and actual results will differ
     from the estimates.

     The accounting and financial reporting policies of TransMontaigne and its
     subsidiaries conform to generally accepted accounting principles and
     prevailing industry practices. All significant intercompany accounts and
     transactions have been eliminated in consolidation.

                                       8
<PAGE>

TRANSMONTAIGNE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 1999


(1)  Summary of Significant Accounting Policies (continued)

     Inventory Risk Management

     TransMontaigne utilizes derivative financial instruments to manage market
     risks associated with certain energy commodities.

     In connection with its products supply, distribution and marketing
     business, TransMontaigne engages in trading activities. Trading activities
     are accounted for using the mark-to-market method of accounting. In 1998,
     the Emerging Issues Task Force ("EITF") reached a consensus on Issue
     No. 98-10, Accounting for Contracts Involved in Energy Trading and Risk
     Management Activities ("EITF 98-10"). EITF 98-10 is effective for fiscal
     years beginning after December 15, 1998 and requires energy trading
     contracts to be recorded at fair value on the balance sheet, with the
     changes in fair value included in earnings. TransMontaigne elected early
     adoption of EITF 98-10 during the fiscal year ended June 30, 1999.
     TransMontaigne, prior to the acquisition of Louis Dreyfus Energy Corp.
     ("LDEC"), valued inventory at the lower of cost or market, which was
     recorded at market at June 30, 1998. LDEC historically valued its inventory
     at market.

     Trading activities are conducted through a variety of financial
     instruments, including forward contracts involving cash settlement or
     physical delivery of energy commodities; swap contracts which require
     payments to (or receipts from) counterparties based on the differential
     between a fixed and variable price for the commodities; exchange-trade
     options; over-the-counter options; and other contractual arrangements.

     Under mark-to-market accounting, commodity and energy related contracts are
     reflected at fair value with resulting gains and losses recorded in
     operating income. The net gains and losses recognized in the current period
     result primarily from transactions originating within the period and the
     impact of current period price movements on transactions originating in
     prior periods. Unrealized gains and losses from energy trading activities
     are recorded as assets and liabilities.

     The market value of these energy contracts is based upon management's
     estimate, considering various factors including closing exchange and over-
     the-counter quotations, time value and volatility factors underlying the
     commitments. The market values are adjusted to reflect the potential impact
     of liquidating TransMontaigne's position in an orderly manner over a
     reasonable period of time under present market conditions.

     TransMontaigne's Product and Risk Management Committee reviews the total
     inventory and risk position on a regular basis in order to ensure
     compliance with TransMontaigne's inventory management policies, including
     hedging and trading activities. Policy change requires the prior approval
     of the Product and Risk Management Committee and the Audit Committee of the
     Board of Directors.

     Recently Issued Accounting Pronouncement

     In 1998, the Financial Accounting Standards Board issued Statement of
     Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative
     Instruments and Hedging Activities. SFAS 133 establishes accounting and
     reporting standards requiring that every derivative instrument (including
     certain derivative instruments embedded in other contracts) be recorded on
     the balance sheet as either an asset or liability measured at its fair
     value. The statement requires that changes in the derivative's fair value
     be recognized currently in earnings unless specific hedge accounting
     criteria are met. SFAS 133 is effective for fiscal quarters of fiscal years
     beginning after June 15, 2000 as amended by SFAS 137. TransMontaigne
     believes that SFAS 133 will not have a material impact on its accounting
     for price risk management activities.

                                       9
<PAGE>

TRANSMONTAIGNE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 1999


(1)  Summary of Significant Accounting Policies (continued)

     Reclassifications

     Certain amounts in the accompanying condensed consolidated financial
     statements for prior periods have been reclassified to conform to the
     classifications used at September 30, 1999.

(2)  Acquisitions

     On June 30, 1999, TransMontaigne, through wholly-owned subsidiaries
     TransMontaigne Terminaling Inc. ("TTI") and TransMontaigne Product Services
     Inc. ("TPSI"), acquired from Amerada Hess Corporation the Hess Southeastern
     Pipeline Network ("Hess Terminals") of refined petroleum product facilities
     for approximately $66,200,000 cash, and related refined products inventory
     for $32,500,000 cash. The Hess Terminals, which are interconnected to the
     Colonial and Plantation pipeline systems, include approximately 5.3 million
     barrels of tankage at 11 storage and terminal facilities and 36 miles of
     proprietary pipelines.

     On December 3, 1998, TransMontaigne, through a wholly-owned subsidiary,
     TTI, acquired from SUNOCO, Inc. a petroleum products terminal located on
     the Hudson River at Rensselaer, near Albany, New York for approximately
     $5,200,000 cash. The Rensselaer terminal facility includes 510,000 barrels
     of storage capacity, 3 truck loading racks and a dock capable of handling
     barges and ocean going tankers.

     On October 30, 1998, TransMontaigne, through a wholly-owned subsidiary,
     TPSI, acquired all of the common stock of LDEC for approximately
     $161,000,000, including $100,565,000 cash and 4.5 million shares of
     TransMontaigne common stock valued at $60,435,000. In addition,
     TransMontaigne acquired LDEC's working capital for $192,492,000 cash. The
     LDEC acquisition included 24 refined petroleum products terminal and
     storage facilities, of which 7 are wholly owned and 17 are owned jointly
     with BP Amoco, together with its supply, distribution and marketing
     business. These facilities are located in 9 states in the Southern and
     Eastern regions of the United States; have approximately 4.2 million
     barrels of TransMontaigne owned storage capacity; and are supplied
     primarily by the Colonial and Plantation pipeline systems. Effective April
     1, 1999, TransMontaigne Product Services East Inc. ("TPSI-East") was merged
     into its parent, TransMontaigne Product Services Inc.

     On July 29, 1998, TransMontaigne, through a wholly-owned subsidiary, TTI,
     acquired all of the common stock of Statia Terminals Southwest, Inc.
     ("Southwest Terminal") for $6,500,000 cash. The acquisition included
     terminal, storage and loading facilities for petroleum products, chemicals
     and other bulk liquids at the Port of Brownsville, Texas with over 1.6
     million barrels of tank storage, 12 truck rack loading bays, connections to
     barge and tanker loading facilities and the exclusive use of 5 railroad
     spur lines with a total of 32 railroad car loading spots. Southwest
     Terminal was merged into TTI effective September 30, 1998.

     TransMontaigne has accounted for these acquisitions using the purchase
     method accounting as of the effective date of each transaction.
     Accordingly, the purchase price of each transaction has been allocated to
     the assets and liabilities acquired based upon the estimated fair value of
     those assets and liabilities as of the acquisition date. TransMontaigne
     received a third party appraisal in connection with the LDEC allocation.
     The cash used to purchase the above acquisitions was funded by advances
     from TransMontaigne's credit facility.

                                       10
<PAGE>

TRANSMONTAIGNE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 1999


(2)  Acquisitions (continued)

     The following summary presents unaudited actual and pro forma results of
     operations. The pro forma information for the three months ended September
     30, 1998 assumes that the acquisition of LDEC occurred as of July 1, 1998,
     and combines the historical results of operations of TransMontaigne for the
     three months ended September 30, 1998 with the historical results of
     operations of LDEC for the three months ended September 30, 1998. The
     unaudited pro forma results of operations are not necessarily indicative of
     the results of operations which would actually have occurred if LDEC had
     been acquired as of the beginning of the pro forma period, or which will be
     attained in the future.



<TABLE>
<CAPTION>
                                                                          Three Months Ended September 30,
                                                                   -------------------------------------------
                                                                           1999                     1998
                                                                   ------------------      -------------------
                                                                         (Actual)               (Pro forma)
                                                                   ------------------      -------------------
<S>                                                                <C>                     <C>
                                                                     (In thousands, except per share amounts)

Revenues                                                           $        1,148,867                1,066,894
                                                                   ==================      ===================

Net earnings (loss)                                                $           (5,076)                   4,011
Preferred stock dividends                                                      (2,126)                       -
                                                                   ------------------      -------------------
Net earnings (loss) attributable to common stockholders            $           (7,202)                   4,011
                                                                   ==================      ===================

Earnings (loss) per common share:
          Basic                                                    $            (0.24)                    0.13
                                                                   ===================     ===================
          Diluted                                                  $            (0.24)                    0.13
                                                                   ==================      ===================
</TABLE>

(3)  Inventories

     TransMontaigne manages inventory by utilizing risk and portfolio management
     disciplines including certain hedging strategies, forward purchases and
     sales, swaps and other financial instruments to manage market exposure. In
     managing inventory balances and related financial instruments, management
     evaluates the market exposure from an overall portfolio basis which
     considers both continuous movement of inventory balances and related open
     positions in commodity trading instruments.

     TransMontaigne's refined petroleum products inventory consists primarily of
     gasoline and distillates. Inventory is divided into inventory held for sale
     or exchange in the ordinary course of business and minimum inventory which
     represents working stocks (pipeline in-transit and minimum terminal
     inventory), pipeline line fill and terminal tank bottoms. Minimum inventory
     is required to be held for operating balances in the conduct of
     TransMontaigne's daily supply, distribution and marketing activities and is
     maintained both in tanks and pipelines owned by TransMontaigne and
     pipelines owned by third parties.

     Contractual commitments are subject to risks including market value
     fluctuations, as well as counterparty credit and liquidity risk.
     TransMontaigne has established procedures to continually monitor these
     contracts in order to minimize credit risk, including the establishment and
     review of credit limits, margin requirements, master netting arrangements,
     letters of credit and other guarantees.

                                       11
<PAGE>

TRANSMONTAIGNE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 1999


(4)  Property, Plant and Equipment

     Property, plant and equipment at September 30, 1999 and June 30, 1999 is as
     follows (in thousands):

<TABLE>
<CAPTION>
                                                         September 30,             June 30,
                                                             1999                    1999
                                                     -------------------     -------------------

<S>                                                  <C>                     <C>
Land                                                 $            42,773                  42,773
Pipelines, rights of way
     and equipment                                                34,504                  33,661
Terminals and equipment                                          275,005                 268,936
Natural gas gathering
     and processing                                              114,775                 108,533
Other plant and equipment                                         23,281                  20,011
                                                     -------------------     -------------------
                                                                 490,338                 473,914
Less accumulated depreciation                                     43,549                  37,572
                                                     -------------------     -------------------

                                                     $           446,789                 436,342
                                                     ===================     ===================
</TABLE>


(5)  Investments

     TransMontaigne, through its 65% ownership of TransMontaigne Holding Inc.,
     effectively owns 18.04% of the common stock of Lion Oil Company ("Lion").
     Lion owns a 65,000 barrel per day refinery in El Dorado, Arkansas; a 188-
     mile crude oil transportation pipeline in east Texas; a 1,100-mile crude
     oil gathering system in south Arkansas and north Louisiana; and two refined
     petroleum products terminals in Tennessee. At September 30, 1999 and June
     30, 1999, TransMontaigne's investment in Lion, carried at cost, was
     approximately $10,111,000.

     On September 18, 1998, TransMontaigne, through a wholly-owned subsidiary,
     TransMontaigne Pipeline Inc. ("TPI"), acquired for $29,219,000 cash the
     15.38% common stock interest in West Shore Pipe Line Company ("West Shore")
     owned by Atlantic Richfield Company. Effective December 31, 1998,
     TransMontaigne acquired for $5,488,000 cash an additional 4.11% common
     stock interest in West Shore owned by Equilon Pipeline Company, LLC and for
     $1,186,000 cash an additional .89% common stock interest in West Shore
     owned by Texaco Transportation and Trading Inc., both of which transactions
     closed on January 7, 1999. TransMontaigne owns 20.38% of the common stock
     of West Shore at September 30, 1999. West Shore ownership as of September
     30, 1999 also includes Citgo, Marathon, Equilon, Texaco, BP Amoco, Midwest
     (Union Oil), Mobil and Exxon. Although TransMontaigne owns 20.38%, it does
     not exercise significant influence over the operations of West Shore and
     therefore carries its $35,960,000 investment at cost. TransMontaigne
     recorded dividend income from West Shore of $491,000 during the three
     months ended September 30, 1999.

                                       12
<PAGE>

TRANSMONTAIGNE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 1999


(6)    Long-term Debt

       Long-term debt at September 30, 1999 and June 30, 1999 is as follows (in
       thousands):

<TABLE>
<CAPTION>
                                                                         September 30,             June 30,
                                                                             1999                    1999
                                                                     -------------------     -------------------
<S>                                                                  <C>                     <C>
Line of credit                                                       $           350,505                 418,690
Senior promissory notes                                                           75,000                  75,000
12  3/4% senior subordinated debentures, net
     of discount (face amount $4,000,000)                                          3,984                   3,982
                                                                     -------------------     -------------------

                                                                                 429,489                 497,672
Less current maturity                                                              2,000                   2,000
                                                                     -------------------     -------------------
                                                                     $           427,489                 495,672
                                                                     ===================     ===================
</TABLE>

     At September 30, 1999, TransMontaigne's bank credit facility consisted of a
     $600,000,000 credit facility led by BankBoston, N.A. The credit facility
     includes a $400,000,000 revolving component due December 31, 2003 and a
     $200,000,000 term component due June 30, 2006. The term component has
     quarterly principal payments required beginning in September 2000.
     Borrowings under this credit facility bear interest at an annual rate equal
     to the lender's Alternate Base Rate plus margins, subject to a Eurodollar
     Rate pricing option at TransMontaigne's election. The average interest rate
     at September 30, 1999 was 8.5%.

     In April 1997, TransMontaigne entered into a Master Shelf Agreement with an
     institutional lender which provides that the lender will agree to quote,
     from time to time, an interest rate at which the lender would be willing to
     purchase, on an uncommitted basis, up to $100 million of TransMontaigne's
     senior promissory notes which will mature in no more than 12 years, with an
     average life not in excess of 10 years. On April 17, 1997 and December 16,
     1997, TransMontaigne sold $50,000,000 of 7.85% and $25,000,000 of 7.22%
     Senior Notes due April 17, 2003 and October 17, 2004, respectively, all of
     which was outstanding at September 30, 1999.

     The bank credit facility and the Master Shelf Agreement were amended
     effective September 30, 1999. Each contains similar negative pledge
     covenants by TransMontaigne and its subsidiaries, are secured by the stock
     of the subsidiaries, and also include financial tests relating to interest
     coverage, leverage ratio, cash flow leverage ratio, consolidated tangible
     net worth, distributions and open inventory positions. As of September 30,
     1999, TransMontaigne was in compliance with all such tests.

     In March 1991, TransMontaigne issued $4,000,000 of 12.75% senior
     subordinated debentures which are guaranteed by certain subsidiaries and
     are due December 15, 2000. The debentures are subject to a required
     redemption of $2,000,000 on December 15, 1999 and December 15, 2000. The
     debentures may be prepaid prior to maturity at a premium, under certain
     circumstances. In conjunction with the issuance of these debentures,
     TransMontaigne issued warrants to purchase 248,686 shares of its common
     stock.

     Cash payments for interest were approximately $7,994,000 and $1,135,000 for
     the three months ended September 30, 1999 and 1998, respectively.

                                       13
<PAGE>

TRANSMONTAIGNE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 1999


(7)  Stockholders' Equity

     On March 25, 1999 and March 30, 1999, TransMontaigne closed a private
     placement of $170,115,000 of $1,000 Series A Convertible Preferred Stock
     Units (the "Units"). Each Unit consists of one share of 5% convertible
     preferred stock (the "Preferred Stock"), convertible into common stock at
     $15 per share, and 66.67 warrants, each warrant exercisable to purchase
     six-tenths of a share of common stock at $14 per share. Dividends are
     cumulative and payable quarterly. TransMontaigne may redeem the Preferred
     Stock on December 31, 2003 at the liquidation value of $1,000 per share
     plus any accrued but unpaid dividends. If the Preferred Stock remains
     outstanding after December 31, 2003, the dividend rate will increase to an
     annual rate of 16%. The Preferred Stock is convertible any time and may be
     called for redemption by TransMontaigne after the second year if the market
     price of the common stock is greater than 175% of the conversion price at
     the date of the call. Proceeds were used to reduce bank debt incurred in
     connection with the LDEC acquisition and for general corporate purposes.

(8)  Restricted Stock

     TransMontaigne has a restricted stock plan that provides for awards of
     common stock to certain key employees, subject to forfeiture if employment
     terminates prior to the vesting dates. The market value of shares awarded
     under the plan is recorded in stockholders' equity as unearned
     compensation. During the three months ended September 30, 1999 and 1998,
     the TransMontaigne Board of Directors awarded 100,000 and 12,000 shares to
     certain key employees, respectively. At March 25, 1999, the vesting of all
     the shares not then vested was accelerated due to an ownership change
     resulting from the private placement of the Series A Convertible Preferred
     Stock and the unamortized balance of the unearned compensation was fully
     amortized. Amortization of unearned compensation of $92,488 is included in
     general and administrative expense for the three months ended September 30,
     1998.

(9)  Litigation

     TransMontaigne is a party to various claims and litigation in its normal
     course of business. Although no assurances can be given, TransMontaigne
     management believes that the ultimate resolution of such claims and
     litigation, individually or in the aggregate, will not have a materially
     adverse impact on TransMontaigne's financial position or its results of
     operations.

                                       14
<PAGE>

TRANSMONTAIGNE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 1999


(10)  Earnings Per Share

      The following table reconciles the computation of basic EPS and diluted
      EPS for the three months ended September 30, 1999 and 1998:

<TABLE>
<CAPTION>
                                                              1999                        1998
                                                      -----------------            ----------------
                                                         (In thousands, except per share amounts)

<S>                                                   <C>                          <C>
Net earnings (loss)                                   $          (5,076)                      2,024
Preferred stock dividends                                        (2,126)                          -
                                                      -----------------            ----------------

Net earnings (loss) attributable to common
     stockholders for basic EPS                                  (7,202)                      2,024
Effect of dilutive securities                                         -                           -
                                                      -----------------            ----------------
Net earnings (loss) attributable to common
     stockholders for diluted EPS                     $          (7,202)                      2,024
                                                      =================            ================

Basic weighted-average shares                                    30,485                      25,963
Effect of dilutive securities:
          Stock options                                               -                         534
          Stock warrants                                              -                         182
Diluted weighted-average shares                                  30,485                      26,679
                                                      =================            ================
Earnings (loss) per shares:
     Basic                                          $              (.24)                        .08
                                                      =================            ================
     Diluted                                        $              (.24)                        .08
                                                      =================            ================
</TABLE>

(11) Business Segments

     TransMontaigne provides a broad range of integrated transportation,
     terminaling, supply, distribution, gathering, processing and marketing
     services to producers, refiners, distributors, marketers and industrial
     end-users of petroleum products, chemicals, other bulk liquids, natural gas
     and crude oil in the downstream sector of the petroleum and chemical
     industries. TransMontaigne conducts its business through five segments:

     .  Products - consists of services for the supply and distribution of
        refined petroleum products through product exchanges, and bulk purchases
        and sales in the physical, futures cash and New York Mercantile Exchange
        ("NYMEX") markets, and the marketing of refined petroleum products and
        NGL to retail, wholesale and industrial customers at truck terminal
        rack locations, and providing related value-added fuel procurement and
        management services.

     .  Terminals - consists of services provided through the ownership and/or
        operation of terminaling and storage facilities handling petroleum
        products, chemicals and other bulk liquids with receipt and delivery
        connections via pipelines, barges, tankers, rail cars and trucks.

     .  Pipelines - consists of services provided through the ownership and
        operation of refined petroleum product pipelines, and a crude oil
        gathering pipeline system, and related delivery and storage facilities
        with interconnections to other pipelines and to terminaling, storage
        delivery facilities.

     .  Natural gas - consists of services provided through the ownership and
        operation of natural gas pipeline gathering systems, processing plants
        and related facilities for the gathering, treating, processing,
        fractionating and reselling of natural gas and NGL.

     .  Corporate - consists of assets and corporate income and expense not
        specifically included in other business segments.

     Eliminations represent intercompany transactions between TransMontaigne's
     business segments, primarily relating to services performed by the
     terminals and pipelines segments for and sales of NGL by the natural gas
     segment to the product segment.

                                       15
<PAGE>

TRANSMONTAIGNE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 1999


(11) Business Segments (continued)

     Information about TransMontaigne's business segments for the three months
     ended September 30, 1999 and 1998 is summarized below (in thousands):
<TABLE>
<CAPTION>
                                                                     1999                         1998
                                                            --------------------         --------------------
Revenues:
<S>                                                         <C>                          <C>
     Products                                               $          1,131,031                      446,758
     Terminals                                                            15,707                        6,392
     Pipelines                                                             3,966                        4,484
     Natural gas                                                          18,041                       13,298
     Corporate                                                               448                          380
     Eliminations                                                        (20,326)                      (8,191)
                                                            --------------------         --------------------
     Total consolidated                                     $          1,148,867                      463,121
                                                            ====================         ====================

Depreciation and amortization:
     Products                                               $                277                            5
     Terminals                                                             3,441                          820
     Pipelines                                                               338                          252
     Natural gas                                                           1,570                        1,491
     Corporate                                                               620                          225
                                                            --------------------         --------------------
     Total consolidated                                     $              6,246                        2,793
                                                            ====================         ====================

Operating income (loss):
     Products                                               $             (4,875)                       1,367
     Terminals                                                             3,082                        2,405
     Pipelines                                                             1,153                        1,702
     Natural gas                                                           1,797                          546
     Corporate                                                              (450)                        (450)
                                                            --------------------         --------------------
     Total consolidated                                     $                707                        5,570
                                                            ====================         ====================

Identifiable assets:
     Products                                               $            459,041                      107,055
     Terminals                                                           307,655                       70,822
     Pipelines                                                            65,516                       57,727
     Natural gas                                                         101,597                       93,878
     Corporate                                                            57,460                       96,546
     Eliminations                                                         (5,475)                      (9,146)
                                                            --------------------         --------------------
     Total consolidated                                     $            985,794                      416,882
                                                            ====================         ====================

Capital expenditures:
     Products                                               $                  -                            -
     Terminals                                                             7,317                       11,900
     Pipelines                                                               844                        4,394
     Natural gas                                                           6,249                        1,337
     Corporate                                                             2,021                        1,022
                                                            --------------------         --------------------
     Total consolidated                                     $             16,431                       18,653
                                                            ====================         ====================
</TABLE>

                                       16
<PAGE>

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

GENERAL

TransMontaigne provides a broad range of integrated transportation, terminaling,
storage, supply, distribution, gathering, processing and marketing services to
producers, refiners, distributors, marketers and industrial end-users of
petroleum products, chemicals, other bulk liquids, natural gas and crude oil in
the downstream sector of the petroleum and chemical industries.  TransMontaigne
is a holding company which conducts its operations through wholly-owned
subsidiaries primarily in the Mid-Continent, Gulf Coast, Southeast, Mid-
Atlantic, Northeast and Rocky Mountain regions of the United States.
TransMontaigne operations are divided into three logistical petroleum services
business segments: pipelines, which includes transportation and delivery of
refined petroleum products and crude oil; terminals, which includes terminaling
and storage of refined petroleum products, crude oil, chemicals and other bulk
liquids; and products, which includes supply, distribution and marketing of
refined petroleum products and natural gas liquids; and a natural gas services
business segment which includes gathering, treating, processing, fractionating
and marketing natural gas liquids ("NGL") and natural gas.  Segment information
is presented in the notes to the condensed consolidated financial statements.
TransMontaigne does not explore for, or produce, crude oil or natural gas; and
does not own crude oil or natural gas reserves.

TransMontaigne owns and operates refined petroleum products, chemicals, other
bulk liquids, crude oil and natural gas assets.  TransMontaigne's refined
petroleum products, chemicals, other bulk liquids and crude oil assets consist
primarily of 3 pipeline systems with approximately 850 miles of petroleum
products and crude oil pipeline and 73 terminal, storage and delivery facilities
located in 19 states with a combined tank storage capacity of 20,000,000
barrels.  TransMontaigne's natural gas gathering and processing assets consist
of 6 gathering and processing systems in 4 states and 1 Canadian province with
combined throughput capacity of 115 million cubic feet per day and over 2,900
miles of pipelines.  TransMontaigne also extensively utilizes refined petroleum
products common carrier pipelines and terminals owned by third parties in order
to increase product volumes shipped, marketed and sold to and exchanged with
customers in other locations.

ACQUISITIONS

On June 30, 1999, TransMontaigne acquired from Amerada Hess Corporation the Hess
Terminals for approximately $66,200,000 cash and related refined products
inventory for approximately $32,500,000 cash.  The Hess Terminals, which are
interconnected to the Colonial and Plantation pipeline systems, include
approximately 5.3 million barrels of tankage at 11 storage and terminal
facilities and 36 miles of proprietary pipelines.

On December 3, 1998, TransMontaigne acquired from SUNOCO, Inc. a petroleum
products terminal located on the Hudson River at Rensselaer, near Albany, New
York for approximately $5,200,000 cash.  The Rensselaer terminal facility
includes 510,000 barrels of storage capacity, 3 truck loading racks and a dock
capable of handling both barges and ocean going tankers.

On October 30, 1998, TransMontaigne acquired all of the common stock of LDEC for
approximately $161,000,000, including $100,565,000 cash and 4.5 million shares
of TransMontaigne common stock valued at $60,435,000.  In addition,
TransMontaigne acquired LDEC's working capital for $192,492,000 cash.  The LDEC
acquisition included 24 refined petroleum products terminal and storage
facilities, of which 7 are wholly owned and 17 are owned jointly with BP Amoco,
together with its supply, distribution and marketing business.  These facilities
are located in 9 states in the Southern and Eastern regions of the United
States; have approximately 4.2 million barrels of TransMontaigne owned storage
capacity; and are supplied primarily by the Colonial and Plantation pipeline
systems.

On September 18, 1998, TransMontaigne acquired for $29,219,000 cash the 15.38%
common stock interest in West Shore owned by Atlantic Richfield Company.
Effective December 31, 1998, TransMontaigne acquired for $5,488,000 cash an
additional 4.11% common stock interest in West Shore owned by Equilon Pipeline
Company, LLC and for $1,186,000 cash an additional .89% common stock interest in
West Shore owned by Texaco Transportation and Trading Inc., both of which
transactions closed in January 1999.

                                       17
<PAGE>

On July 29, 1998, TransMontaigne acquired the Southwest Terminal for $6,500,000
cash.  The acquisition included terminaling, storage and loading facilities for
petroleum products, chemicals and other bulk liquids at the Port of Brownsville,
Texas with over 1.6 million barrels of tank storage, 12 truck rack loading bays,
connections to barge and tanker loading facilities and the exclusive use of 5
railroad spur lines with a total of 32 railroad car loading spots.

INFORMATION REGARDING FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes forward looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934.  Important factors which could cause actual
results to differ materially from those in the forward looking statements herein
include but not limited to the following:  TransMontaigne's success in expanding
its business by capitalizing on the trend by other companies in the oil and gas
industry to divest assets and outsource certain services, TransMontaigne will
generate net operating margins affected by price volatility of products
purchased and sold, TransMontaigne will enter into transactions with
counterparties having the ability to meet their financial commitments to
TransMontaigne, TransMontaigne will not incur unanticipated costs in complying
with current and future environmental regulations, TransMontaigne will replace
the supply of dedicated natural gas reserves gathered and processed by its
facilities, TransMontaigne will generate working capital internally, or have the
ability to access debt and equity resources, to meet its capital requirements,
operating and financial risk related to managing rapid growth, and
TransMontaigne will achieve Year 2000 compliance without incurring material
costs adversely impacting its operating results.  Although TransMontaigne
believes that its expectations are based on reasonable assumptions, it can give
no assurance that its goals will be achieved.

                                       18
<PAGE>

RESULTS OF OPERATIONS

TransMontaigne reported a net loss of $5,076,000 for the three months ended
September 30, 1999, compared to net earnings of $2,024,000 for the three months
ended September 30, 1998, a decrease of $7,100,000.  After preferred stock
dividends, net earnings (loss) attributable to common stockholders were
$(7,202,000) and $2,024,000 for the three months ended September 30, 1999 and
1998, respectively.  Loss per common share for the three months ended September
30, 1999 was $(.24) basic and $(.24) diluted based on 30,485,000 weighted
average basic and diluted shares outstanding compared to earnings per share of
$.08 basic and $.08 diluted for the three months ended September 30, 1998.

Selected financial data from TransMontaigne's business segments are summarized
below (in thousands):

<TABLE>
<CAPTION>
                                                                              Three Months Ended
                                                                                September 30,
                                                                     ---------------------------------
                                                                           1999               1998
                                                                     --------------     --------------
<S>                                                                  <C>                <C>
Net operating margins (1):
     Product operations:
          Products                                                   $        3,322              2,328
          Market valuation change on minimum inventory (2)                   (5,113)                 -
                                                                     --------------     --------------
                                                                             (1,791)             2,328
     Terminal operations                                                      8,042              3,523
     Pipeline operations                                                      2,158              2,718
     Natural gas services operations                                          4,419              2,829
                                                                     --------------     --------------
          Total net operating margins                                        12,828             11,398

General and administrative expenses                                           5,875              3,035
Depreciation and amortization expenses                                        6,246              2,793
                                                                     --------------     --------------
          Operating income                                                      707              5,570

Interest expense and other costs                                            (10,545)            (2,684)
Dividend and interest income                                                  1,378                378
Income tax (expense) benefit                                                  3,384             (1,240)
                                                                     --------------     --------------
          Net earnings (loss)                                                (5,076)             2,024

Preferred stock dividends                                                    (2,126)                 -
                                                                     --------------     --------------
          Net earnings (loss) attributable to common
           stockholders                                              $       (7,202)             2,024
                                                                     ==============     ==============
</TABLE>
(1) Net operating margins represent revenues less product costs and operating
    expenses for the product and natural gas services segments and revenues less
    operating expenses for terminal and pipeline operations.

(2) TransMontaigne did not measure the market change on its minimum inventory
    separately in the prior periods since it was not on mark to market
    accounting for its inventories.  Therefore, there is not a comparable amount
    for the prior period.

Selected volumetric data for TransMontaigne's business segments are summarized
below:

<TABLE>
<CAPTION>
                                                                              Three Months Ended
                                                                                  September 30,
                                                                         ---------------------------
                                                                             1999             1998
                                                                         ----------         --------
<S>                                                                     <C>              <C>
     Products volumes - barrels per day                                     758,306          270,545
     Terminal volumes - barrels per day                                     504,197          158,579
     Pipeline volumes - barrels per day                                      80,456           72,999
     Natural gas volumes:
          Inlet - million cubic feet per day                                     69               59
          NGL production - barrels per day                                    6,808            6,857
          Residue production - million British Thermal Units per             44,810           47,622
           day
     Note:   1 barrel equals 42 gallons
</TABLE>

                                       19
<PAGE>

THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO
THREE MONTHS ENDED SEPTEMBER 30, 1998

Product Operations

Product revenues and fees are generated from bulk sales and exchanges of refined
petroleum products to major energy companies and large independent energy
companies; wholesale distribution and sales of refined petroleum products to
jobbers and retailers; regional and national industrial end-user and commercial
wholesale storage and forward sales marketing contracts of refined petroleum
products; and tailored short and long-term fuel margin and risk management
arrangements to wholesale, retail and industrial end-users.  Refined petroleum
products storage and forward sales transactions enable TransMontaigne to
purchase refined petroleum products inventory; utilize proprietary and leased
tankage, as well as line space controlled by TransMontaigne in major common
carrier pipelines; arbitrage location product prices differentials and
transportation costs; store the inventory; and, depending upon market
conditions, realize margins through sales in the futures cash market or NYMEX
contracts.  All energy related contracts are marked to market with changes being
recognized in operations.  Margin and risk management provide both
TransMontaigne's large and small volume customers an assured, ratable and cost
effective short or long-term delivered source of refined petroleum product
supply through proprietary pipelines and terminals, as well as through non-
proprietary pipeline, terminal, truck, rail and barge distribution channels.

TransMontaigne's refined petroleum products inventory consists primarily of
gasoline and distillates.  Inventory is divided into inventory held for sale or
exchange in the ordinary course of business and minimum inventory which
represents working stocks (pipeline in-transit and minimum terminal inventory),
pipeline line fill and terminal tank bottoms.  Minimum inventory is required to
be held for operating balances in the conduct of TransMontaigne's daily supply,
distribution and marketing activities and is maintained both in tanks and
pipelines owned by TransMontaigne and pipelines owned by third parties.

Product costs of product operations consist primarily of the cost of products
purchased, but also include transportation, storage, terminaling and sales
commission costs.  In addition, product costs include the market valuation
change of the refined petroleum products minimum inventory.

Operating expenses of product operations primarily include wages and employee
benefits, property taxes, travel and entertainment expenses.

The net operating margin from product operations for the three months ended
September 30, 1999 was $(1,791,000), which includes a $(5,113,000) market
valuation change on minimum inventory. This net operating margin compares to a
net operating margin of $2,328,000 for the three months ended September 30,
1998. Revenues were $1,131,031,000 for the three months ended September 30, 1999
compared to $446,758,000 for the three months ended September 30, 1998, an
increase of $684,273,000. Revenues increases were due to an increase of
44,875,000 barrels sold as a result of the inclusion of the LDEC operations and
an increase in the price per barrel of refined petroleum products over the three
months ended September 30, 1998.

TransMontaigne's strategy of hedging its inventory resulted in no benefit from
the price increase of crude oil and refined petroleum products during the three
months ended September 30, 1999.  For the three months ended September 30, 1999
the petroleum market pricing structure, as indicated by the NYMEX futures
market, was in an inverse for gasoline of approximately $.035 per gallon, i.e.,
nearby futures prices were higher than the succeeding periods.  This compares to
a $.005 carry, i.e., nearby futures prices were lower than succeeding periods,
for the same period in 1998.  For the quarter ended September 30, 1999 the
distillate market was in a carry of approximately $.0120 as compared to $.0275
for the same period in 1998.  TransMontaigne obtains maximum margin by utilizing
its storage space and inventory positions when the market structure is in a
carry.  The gasoline inverse and diminished distillate carry resulted in a
reduced operating margin for the three months ended September 30, 1999.


                                       20
<PAGE>

Terminal Operations

Terminal revenues are based on the volume of refined petroleum products handled
at TransMontaigne terminal loading racks, generally at a standard per gallon
rate.  Storage fees are generally based on a per barrel rate or tankage capacity
committed and will vary with the duration of the arrangement, the product stored
and special handling requirements, particularly when certain types of chemicals
and other bulk liquids are involved.

Operating expenses of terminal operations include wages and employee benefits,
utilities, communications, maintenance and repairs, property taxes, rent,
insurance, vehicle expenses, environmental compliance costs, materials and
supplies.

The net operating margin from terminal operations for the three months ended
September 30, 1999 was $8,042,000 compared to $3,523,000 for the three months
ended September 30, 1998, an increase of $4,519,000.  The margin per barrel for
the three months ended September 30, 1999 of $.17 decreased $.07 compared to the
three months ended September 30, 1998.  The increase in net operating margin
resulted from a $9,315,000 increase in revenues which was partially offset by a
$4,796,000 increase in operating costs.  These increases were the result of
terminal acquisitions during the past year and the related additional 36,316,000
barrels handled.  The decrease in the margin per barrel resulted from increased
handling of lower margin activity and increased operating costs.

Pipeline Operations

Pipeline revenues are based on the volume of refined petroleum products or crude
oil transported and the distance from the origin point to the delivery point.
TransMontaigne's interstate pipeline systems transport refined petroleum
products and their tariffs are regulated by the Federal Energy Regulatory
Commission ("FERC").  TransMontaigne's intrastate pipeline transports crude oil
and its tariffs are not regulated by the FERC, but are regulated by the Texas
Railroad Commission.

Operating expenses of pipeline operations include wages and employee benefits,
utilities, communications, maintenance and repairs, property taxes, rent,
insurance, vehicle expenses, environmental compliance costs, materials and
supplies.

The net operating margin from pipeline operations for the three months ended
September 30, 1999 was $2,158,000 compared to $2,718,000 for the three months
ended September 30, 1998, a decrease of $560,000.  The margin per barrel for the
three months ended September 30, 1999 of $.29 decreased $.11 compared to the
three months ended September 30, 1998.  Pipeline volumes per day increased 7,475
barrels primarily due to increased short haul movements in the East Chicago
area.  The decreases in the net operating margin and the margin per barrel
resulted from a decrease in higher tariff movements, minimal increase in
operating costs and the transfer of non-carrier assets and their associated
margins to terminal operations.

Natural Gas Services Operations

Natural gas gathering and processing revenues are based on the inlet volume of
natural gas purchased from producers under both percentage of proceeds and fee
based arrangements.  Natural gas is gathered and processed into residue natural
gas and NGL products, principally propane, butane and natural gasoline.  The NGL
products are transported by truck or pipeline to storage facilities from which
they are further transported and marketed by TransMontaigne to wholesalers and
end-users.  The residue natural gas is delivered to and marketed through
connections with third-party interstate natural gas pipelines.

Product costs of natural gas services operations consist primarily of the cost
of product purchased and transportation costs.

Operating expenses of natural gas services operations include wages and employee
benefits, utilities, maintenance and repairs, property taxes, rent, insurance,
vehicle expenses, environmental compliance costs, materials and supplies.

The net operating margin from natural gas services operations for the three
months ended September 30, 1999 was $4,419,000 compared to $2,829,000 for the
three months ended September 30, 1998, an increase of $1,590,000.  Revenues for
the three months ended September 30, 1999 were $18,041,000 compared to
$13,298,000 for the three months ended September 30, 1998, an increase of
$4,743,000.  Increases in net operating margin and revenues were attributable
primarily to the higher NGL product prices, notwithstanding a decrease in NGL
and residue natural gas production.  NGL prices increased approximately $.13 per
gallon over the prices for the three months ended September 30, 1998.

                                       21
<PAGE>

Corporate and Other

General and administrative expenses for the three months ended September 30,
1999 were $5,875,000 compared to $3,035,000 for the three months ended September
30, 1998, an increase of $2,840,000.  The increase was due primarily to
additional personnel costs, related employee benefits, increased office lease
rentals and increased communication expenses directly attributable to the
continued expansion of TransMontaigne's integrated logistical petroleum services
and to the acquisition and operation of LDEC and the Hess Terminals and
additional personnel costs related to a separation and release agreement.

Depreciation and amortization expenses for the three months ended September 30,
1999 were $6,246,000 compared to $2,793,000 for the three months ended September
30, 1998, an increase of $3,453,000.  The increase was due primarily to
approximately $240,000,000 of terminal related assets being acquired during the
past year.

Other income for the three months ended September 30, 1999 included dividend
income from West Shore of $491,000.  Interest income for the three months ended
September 30, 1999 was $887,000 compared to $378,000 for the three months ended
September 30, 1998, an increase of $509,000.  The increase in interest income
was due primarily to the increase in interest bearing cash balances.

Interest expense, amortization of deferred debt issuance costs, and other
financing costs during the three months ended September 30, 1999 were
$10,545,000 compared to $2,684,000 during the three months ended September 30,
1998, an increase of $7,861,000.  The increase in interest expense of $7,013,000
was due to a $323,500,000 increase in average outstanding debt, primarily to
fund acquisitions and increased working capital requirements and increased
average interest rates from 7.2% to 8.3%.  Amortization of deferred debt
issuance costs increased $728,000 largely due to amortization of costs incurred
in securing a restructured BankBoston, N.A. credit facility and additional costs
associated with amending the Master Shelf Agreement.

Income tax benefit was $3,384,000 for the three months ended September 30, 1999,
which represents an effective combined federal and state income tax rate of 40%.
Income tax expense was $1,240,000 for the three months ended September 30, 1998,
which represents an effective combined federal and state income tax rate of 38%.

The net loss for the three months ended September 30, 1999 was $5,076,000
compared to net earnings of $2,024,000 for the three months ended September 30,
1998, a decrease of $7,100,000.  The net loss resulted from increased general
and administrative expenses; additional depreciation and amortization expenses
attributable to the acquisitions and facilities expansion projects; increased
interest expense, primarily attributable to the financing of acquisitions during
the past year and increased working capital requirements; and negative net
operating margin contribution from products operations as the result of the
$5,113,000 negative market valuation change on minimum inventory.  The net loss
was partially offset by increased net operating margin contributions from
terminal operations and natural gas services operations.

Preferred stock dividends on the Series A Convertible Preferred Stock were
$2,126,000 for the three months ended September 30, 1999.  The preferred stock
dividends were paid September 30, 1999.

LIQUIDITY AND CAPITAL RESOURCES

TransMontaigne believes that its current working capital position; future cash
provided by operating activities; proceeds from the private placement or public
offering of debt and common stock; available borrowing capacity under the bank
credit facility and the Master Shelf Agreement; additional borrowing allowed
under those agreements; and its relationship with institutional lenders and
equity investors should enable TransMontaigne to meet its current capital
requirements.  In addition, TransMontaigne is in the process of evaluating the
disposition of certain assets, including the natural gas services segment.

                                       22
<PAGE>

Net cash provided by operating activities was $75,611,000 for the three months
ended September 30, 1999, which was attributable primarily to decreased
inventories and trade accounts receivable, reduced by decreased trade accounts
payable and net loss before income taxes.  Net cash provided by operating
activities was $38,952,000 for the three months ended September 30, 1998, which
was attributable primarily to increase in current liabilities and net earnings
before income taxes, reduced by an increase in inventory and trade accounts
receivable.

Net cash used by investing activities was $15,653,000 during the three months
ended September 30, 1999 as TransMontaigne continued its growth through
construction and improvements to existing operating facilities.  Net cash used
by investing activities was $48,545,000 during the three months ended September
30, 1998, which included the acquisition of the Southwest Terminal, a 15.38%
common stock interest in West Shore, and enhancements to the pipeline and
terminal facilities.

Net cash used by financing activities for the three months ended September 30,
1999 was $70,362,000, which primarily represented net repayments of $68,183,000
under TransMontaigne's credit facility.  Net cash provided by financing
activities for the three months ended September 30, 1998 of $50,889,000
represented borrowings under TransMontaigne's credit facility primarily used to
finance operations and capital expenditures.

In March 1999, TransMontaigne closed a private placement of $170,115,000 of
$1,000 Series A Convertible Preferred Stock Units (the "Units").  Each Unit
consists of one share of 5% convertible preferred stock (the "Preferred Stock"),
convertible into common stock at $15 per share, and 66.67 warrants, each warrant
exercisable to purchase six-tenths of a share of common stock at $14 per share.
Dividends are cumulative and payable quarterly.  TransMontaigne may redeem the
Preferred Stock on December 31, 2003 at the liquidation value of $1,000 per
share plus any accrued but unpaid dividends.  If the Preferred Stock remains
outstanding after December 31, 2003, the dividend rate will increase to an
annual rate of 16%.  The Preferred Stock is convertible any time and may be
called for redemption by TransMontaigne after the second year if the market
price of the common stock is greater than 175% of the conversion price at the
date of the call.  Proceeds were used to reduce bank debt incurred in connection
with the LDEC acquisition and for general corporate purposes.

In June 1999, TransMontaigne closed a $600,000,000 credit facility led by
BankBoston, N.A.  The credit facility includes a $400,000,000 revolving
component due December 31, 2003 and a $200,000,000 term component due June 30,
2006.  The term component has quarterly principal payments required beginning in
September 2000.  Borrowings under this credit facility bear interest at an
annual rate equal to the lender's Alternate Base Rate plus margins subject to a
Eurodollar Rate pricing option.  The credit facility includes a $20,000,000 same
day revolving swing line under which advances may be drawn at an interest rate
comparable to the Eurodollar Rate.  The proceeds from the credit facility were
used to refinance existing bank debt and provide funds for future acquisitions
and other general corporate purposes.

At September 30, 1999, TransMontaigne had advances of $350,505,000 outstanding
under the bank credit facility utilizing the Eurodollar Rate loan pricing
option.  The average interest rate at September 30, 1999 was 8.5%.

At September 30, 1999, TransMontaigne had outstanding under the Master Shelf
Agreement, $50,000,000 of 7.85% Senior Notes due April 17, 2003 and $25,000,000
of 7.22% Senior Notes due October 17, 2004.

The bank credit facility and the Master Shelf Agreement were amended effective
September 30, 1999. Each contains similar negative pledge covenants by
TransMontaigne and its subsidiaries, are secured by the stock of the
subsidiaries, and also include financial tests relating to interest coverage,
leverage ratio, cash flow leverage ratio, consolidated tangible net worth,
distributions and inventory positions. As of September 30, 1999, TransMontaigne
was in compliance with all such tests.

Capital expenditures anticipated for the year ending June 30, 2000 are estimated
to be $75,000,000 for pipeline, terminal and natural gas gathering and
processing facilities, and assets to support these facilities and could exceed
that amount if additional facilities enhancement projects and possible
acquisitions being considered by TransMontaigne materialize.  Future capital
expenditures will depend on numerous factors, including the availability,
economics and cost of appropriate acquisitions which TransMontaigne identifies
and evaluates; the economics, cost and required regulatory approvals with
respect to the expansion and enhancement of existing systems and facilities; the
customer demand for the services TransMontaigne provides; local, state and
federal governmental regulations; environmental compliance requirements; and the
availability of debt financing and equity capital on acceptable terms.

                                       23
<PAGE>

ALTERNATIVE PERFORMANCE MEASURES

EBITDA represents earnings (loss) before income taxes plus interest expense,
amortization of deferred debt issuance costs, other financing costs and
depreciation and amortization. Adjusted EBITDA represents EBITDA less positive
or plus negative market valuation change on minimum inventory. EBITDA and
adjusted EBITDA are used by management as part of its overall assessment of
TransMontaigne's performance by analyzing and comparing EBITDA and adjusted
EBITDA between reporting periods. Management believes that, in addition to cash
flow from operations, as well as operating income and net earnings (determined
in accordance with generally accepted accounting principles) as indicators of
operating performance, EBITDA is used by the financial community to measure
operating effectiveness and as a method to evaluate the market value of
companies like TransMontaigne. Adjusted EBITDA is used to evaluate
TransMontaigne's ability to incur and service debt and to fund capital
expenditures, although it is not considered in isolation or a substitute for the
other measurements of performance and liquidity. Management believes that
adjusted EBITDA is an alternative measurement because it excludes temporary
gains and losses on minimum inventory that will not be realized until the
liquidation of the underlying physical inventory. TransMontaigne's method of
calculating EBITDA may differ from methods used by other companies, and as a
result, EBITDA measures disclosed herein may not be comparable to other
similarly titled measures used by other companies.

EBITDA for the three months ended September 30, 1999 was $8,331,000, a 5%
decrease over EBITDA of $8,741,000 for the three months ended September 30,
1998.  Adjusted EBITDA for the three months ended September 30, 1999 was
$13,444,000 which excludes $5,113,000 negative market valuation change on
minimum inventory.

Working capital required to support TransMontaigne's business operations,
principally to carry accounts receivable and inventory, is provided by advances
from its bank credit facility.  Interest expense related to working capital
advances is not included in the determination of EBITDA.  For the three months
ended September 30, 1999 and 1998, interest expense attributable to working
capital advances was approximately $5,195,000 and $799,000, respectively.

                                       24
<PAGE>

YEAR 2000 MATTERS

Historically, certain computer software and computer based management
information systems ("Information Technology"), as well as certain hardware
containing embedded microcontrollers and microprocessors ("Embedded
Technology"), were designed to utilize a two-digit rather than a four-digit date
field and consequently may cause computers, computer controlled systems and
equipment with embedded technology to malfunction or incorrectly process data in
the Year 2000, resulting in significant system failures.  TransMontaigne relies
on Information Technology, as well as Embedded Technology, to operate
instruments and equipment in conducting its normal business activities.  Certain
of the Information Technology and Embedded Technology may not have been designed
to function properly with respect to the application of dating systems relating
to the Year 2000.

In response, TransMontaigne has developed a "Year 2000" Plan. While achieving
Year 2000 readiness does not mean correcting every Year 2000 limitation,
critical systems, as well as relationships with third-party customers, vendors
and local, state and federal government agencies have been, and continue to be,
evaluated and are expected to be suitable for continued use into and beyond the
Year 2000.  The Year 2000 Plan has been presented to the Board of Directors and
periodic progress updates regarding its implementation have been provided.  The
purpose of the Year 2000 Plan is to define and provide a continuing process for
inventory, inventory assessment, remediation, testing, and contingency planning
to achieve a level of readiness that will effectively deal with the Year 2000
concerns in a timely manner.  These five steps are more fully addressed in the
three phases outlined below:

     A.  Assessment - This involves the inventory and evaluation of
TransMontaigne's Information Technology, Embedded Technology, and third-party
customers, vendors and state and federal governmental agencies believed to be
material to TransMontaigne's business, results of operations, or financial
condition ("Key Parties").

     B.  Remediation Planning - This involves the development of remediation
plans which will enable business assets and business relationships critical to
TransMontaigne's business operations to be Year 2000 ready.

     C.  Plan Implementation - This involves the implementation of remediation
plans, including post-remediation testing and contingency planning.

Implementation of TransMontaigne's Year 2000 Plan is directly supervised by a
Senior Vice President who coordinates the implementation of the Year 2000 Plan
among TransMontaigne's individual business units.  TransMontaigne has
established an internal group to identify and assess potential areas of risk and
to make any required modifications to computer systems and equipment used in
TransMontaigne's business activities.  TransMontaigne has also undertaken to
monitor the compliance efforts of Key Parties, whose Information Technology
and/or Embedded Technology interfaces with that of TransMontaigne, or whose
services are critical to the ongoing business of TransMontaigne in order to
ensure that operations will not be adversely affected by the Year 2000
compliance problems of third-parties. TransMontaigne has contacted 632 Key
Parties by letter requesting detailed information to be completed and returned
to it.  Through September 30, 1999, responses had been received from 77% of
those contacted.  Non-respondents have been contacted by phone or by letter in
order of importance to follow up and obtain responses to outstanding requests
for information and compliance status.

Failure of one or more Key Parties to address a Year 2000 issue could result in
business disruptions that could have a material adverse effect on the operations
or financial performance of TransMontaigne.  While there can be no assurance
that Key Parties will successfully reprogram or replace, and test, all of their
Information Technology and Embedded Technology to ensure such systems are Year
2000 compliant, TransMontaigne believes that the ongoing communication with and
assessment of the compliance efforts and status of the Key Parties will minimize
these risks.

TransMontaigne believes that it can provide the resources necessary to ensure
Year 2000 compliance and expects to complete the Year 2000 Plan within a time
frame which will enable its Information Technology and Embedded Systems to
function without significant disruption in the Year 2000.  Inventory and
inventory assessment were substantially finalized at December 31, 1998.  The
remediation, testing and contingency planning was substantially completed at
September 30, 1999.  Business acquisitions routinely involve an analysis of Year
2000 readiness and are incorporated into the overall program as necessary.

                                       25
<PAGE>

Through September 30, 1999, TransMontaigne had incurred third party costs of
approximately $1,325,000 related to Year 2000 compliance matters.  These costs
have been funded through operating cash flows and do not include internal costs.
TransMontaigne does not presently separately record internal costs incurred with
respect to implementation of the Year 2000 Plan.  Such costs are principally the
related payroll costs for the information systems and field operations
personnel, including senior management, involved in carrying out the Year 2000
Plan, as well as related travel and other out-of-pocket expenses.

Although TransMontaigne anticipates that minimal business disruption will occur
as a result of Year 2000 issues, in the event TransMontaigne's Information
Technology and Embedded Technology, or those owned and operated by Key Parties,
should fail to function properly, possible consequences include but are not
limited to small, localized, loss of communications links with pipeline control
centers, terminal automation systems and field offices; loss of electric power;
and inability to automatically process commercial transactions, or engage in
similar normal automated or computerized business activities.  Contingency plans
have been and are continuing to be developed to address the results of these
potentially isolated events to facilitate the resumption of normal operations
following disruption.  However, it is also possible that the scope of Year 2000
issues involving Key Parties may result in multiple concurrent events or
disruptions, which may have a longer duration.  In such event, depending upon
the number and duration of such disruptions and the number or importance of the
facilities impacted, such disruptions could have a material adverse impact on
the business, results of operations or financial condition of TransMontaigne.
Accordingly, contingency plans have been developed to address possible worst
case scenarios in order to minimize the impact of such events.  Such plans
include performing certain processes manually, changing suppliers and reducing
or suspending certain non-critical aspects of TransMontaigne's operations.  The
contingency planning effort focuses on potential internal risks, as well as
potential risks associated with Key Parties.

While TransMontaigne does not anticipate that Year 2000 issues, including the
cost of compliance and testing, will have a material adverse effect on the
business, results of operations or financial condition of TransMontaigne, if
TransMontaigne Information Technology or Embedded Technology, or those of Key
Parties, fail to achieve Year 2000 readiness in a timely manner, it could have a
material adverse impact on the business, results of operations or financial
condition of TransMontaigne.

NEW ACCOUNTING STANDARDS

Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"), was issued in June 1998 by the
Financial Accounting Standards Board.  SFAS 133 establishes new accounting and
reporting standards for derivative instruments and for hedging activities.  This
statement requires an entity to establish at the inception of a hedge, the
method it will use for assessing the effectiveness of the hedging derivative and
the measurement approach for determining the ineffective aspect of the hedge.
Those methods must be consistent with the entity's approach to managing risk.
SFAS 133, as amended, is effective for all fiscal quarters of fiscal years
beginning after June 15, 2000.  TransMontaigne is in the process of assessing
the impact, if any, that SFAS 133 will have on its consolidated financial
statements.

                                       26
<PAGE>

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 TransMontaigne's Annual Report
on Form 10-K for the year ended June 30, 1999, in addition to the interim
condensed consolidated financial statements and accompanying notes presented in
Items 1 and 2 of this Form 10-Q.

There are no material changes in market risks faced by TransMontaigne from those
reported in its Annual Report on Form 10-K for the year ended June 30, 1999.

                                       27
<PAGE>

PART II.  OTHER INFORMATION
---------------------------


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)    Exhibits

       3.2A       Amended and Restated By-Laws. Incorporated by reference to
                  TransMontaigne Oil Company Form S-2/A filed January 16, 1997
                  (Securities and Exchange Commission File No. 333-18795).
       3.2B       Amendment to By-Laws dated August 14, 1998. FILED HEREWITH.
       3.2C       Amendment to By-Laws dated October 30, 1998.  FILED HEREWITH.
       3.2D       Amendment to By-Laws dated December 2, 1998.  FILED HEREWITH.
       3.2E       Amendment to By-Laws dated September 29, 1999. FILED HEREWITH.
       10.1       Amendment No. 1 dated as of June 29, 1999 to the Third Amended
                  and Restated Credit Agreement between TransMontaigne Inc. and
                  BankBoston, N.A., as Agent, dated as of June 29, 1999. FILED
                  HEREWITH.
       10.2       Amendment No. 2 dated as of September 30, 1999 to the Third
                  Amended and Restated Credit Agreement between TransMontaigne
                  Inc. and BankBoston, N.A., as Agent, dated as of June 29,
                  1999. FILED HEREWITH.
       10.3       Letter Amendment No. 6, dated as of September 30, 1999, to
                  Master Shelf Agreement dated as of April 17, 1997, among
                  TransMontaigne Oil Company, The Prudential Insurance Company
                  of America and U.S. Private Placement Fund. FILED HEREWITH.
       27         Financial Data Schedule.  FILED HEREWITH.



(b)    The following report on Form 8-K was filed during the quarter ended
       September 30, 1999:

       A Form 8-K dated June 30, 1999 was filed on July 15, 1999 reporting Item
       2 (the acquisition of assets from Amerada Hess Corporation).

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<PAGE>

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:  November 15, 1999           TRANSMONTAIGNE INC.
                                    (Registrant)



                                    /s/ CORTLANDT S. DIETLER
                                    ------------------------
                                    Cortlandt S. Dietler
                                    Chairman


                                    /s/ RODNEY S. PLESS
                                    --------------------
                                    Rodney S. Pless
                                    Vice President, Controller, Chief Accounting
                                    Officer and Chief Reporting Officer

                                       29