8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 7, 2007

TRANSMONTAIGNE PARTNERS L.P.

(Exact name of registrant as specified in its charter)

Delaware	001-32505	34-2037221
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification Number)

1670 Broadway, Suite 3100, Denver, CO 80202

(Address of principal executive offices)

Registrant’s telephone number, including area code: 303-626-8200

Not Applicable

 (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02  Results of Operations and Financial Condition.

On May 7, 2007, we announced our consolidated financial results for the three months ended March 31, 2007.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 2.02, including Exhibit 99.1, is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.  The information in this current report shall not be incorporated by reference into any registration or other document pursuant to the Securities Act of 1933, as amended.

Item 8.01  Other Events.

On May 7, 2007, we issued a press release, which is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01  Financial Statements, Pro Forma Financial Information and Exhibits.

(d)Exhibits.

Exhibit No.	Description of Exhibit
99.1	TransMontaigne Partners L.P. press release dated May 7, 2007.
99.2	TransMontaigne Partners L.P. press release dated May 7, 2007.

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SIGNATURE

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

	TRANSMONTAIGNE PARTNERS L.P.
	By:	TransMontaigne GP L.L.C., its general partner
Date: May 8, 2007	By:	/s/ Randall J. Larson
		Randall J. Larson
		President and Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer

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Exhibit Index

Exhibit No.	Description of Exhibit
99.1	TransMontaigne Partners L.P. press release dated May 7, 2007.
99.2	TransMontaigne Partners L.P. press release dated May 7, 2007.

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EX-99.1

Exhibit 99.1

Contact:Randall J. Larson, President/CFO
Frederick W. Boutin, Senior Vice President/Treasurer
303-626-8200

TRANSMONTAIGNE PARTNERS L.P. ANNOUNCES RESULTS FOR THE THREE MONTHS ENDED
MARCH 31, 2007 AND SCHEDULES CONFERENCE CALL

Monday, May 7, 2007 Immediate Release

Denver, Colorado—TransMontaigne Partners L.P. (NYSE:TLP) today announced its results for the three months ended March 31, 2007.  An overview of the financial performance for the three months ended March 31, 2007 as compared to the three months ended March 31, 2006 includes:

·Quarterly revenues increased to $21.2 million from $12.1 million due principally to:

· Revenues generated by the Brownsville and River facilities, which we acquired on December 29, 2006, of approximately $8.7 million; and

·Increased revenues generated by the Gulf Coast terminals of approximately $0.5 million.

·Quarterly direct operating costs and expenses increased to $8.8 million from $4.5 million due principally to:

·Operating costs and expenses of approximately $3.8 million attributable to the operation of the Brownsville and River facilities; and

·Increased direct operating costs and expenses of approximately $0.3 million at our Midwest terminals and pipeline system.

·Quarterly operating income increased to $6.4 million from $3.5 million due principally to the contribution from the Brownsville and River facilities.

·Quarterly other expense, net increased to $3.9 million from $0.7 million due principally to interest expense incurred on the borrowings outstanding under our senior secured credit facility.  On December 29, 2006, we borrowed approximately $135.0 million in connection with our acquisition of the Brownsville and River facilities.

·Adjusted operating surplus generated during the period was $4.5 million compared to cash distributions allocable to the period of $3.5 million.

·The Partnership declared a $0.47 per unit quarterly cash distribution for the period compared to a cash distribution of $0.43 per unit for the quarter ended December 31, 2006 and the minimum quarterly cash distribution of $0.40 per unit.

1670 Broadway · Suite 3100 · Denver, CO 80202 · 303-626-8200 (phone) · 303-626-8228 (fax)

Mailing Address:  · P. O. Box 5660 · Denver, CO 80217-5660

www.transmontaignepartners.com

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CONFERENCE CALL

TransMontaigne Partners L.P. also announced that it has scheduled a conference call for Tuesday, May 8, 2007 at 11:00 a.m. (MDT) regarding the above information. Analysts, investors and other interested parties are invited to listen to management’s presentation of the Company’s results and supplemental financial information by accessing the call as follows:

(888) 400-7916
Ask for:
TransMontaigne Partners

A playback of the conference call will be available from 2:30 p.m. (MDT) on Tuesday, May 8, 2007 until 11:59 p.m. (MDT) on Tuesday, May 15, 2007 by calling:

USA:  (800) 475-6701
International:  (320) 365-3844
Access Code: 872819

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The following selected financial information is extracted from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, which was filed on May 7, 2007 with the Securities and Exchange Commission.

TRANSMONTAIGNE PARTNERS L.P. AND SUBSIDIARIES
(000s, except per share data)

	Three Months Ended
	March 31, 2007			March 31, 2006
Income Statement Data
Revenues	$	21,196		$	12,090
Direct operating costs and expenses	(8,804		)	(4,527		)
Direct general and administrative expenses	(893		)	(1,100		)
Operating income	6,371			3,459
Net earnings	2,459			2,719
Net earnings allocable to limited partners	2,410			2,665
Net earnings per limited partner unit—basic	0.33			0.37
Cash Flow Activities
Net cash provided by operating activities	$	2,735		$	5,071
Net cash (used in) investing activities	(2,749		)	(18,769		)
Net cash provided by (used in) financing activities	(3,095		)	13,611

	March 31, 2007		December 31, 2006
Balance Sheet Data
Property, plant and equipment, net	$	235,035	$	235,074
Goodwill	23,235		23,235
Total assets	273,380		271,361
Long-term debt	189,700		189,621
Partners’ equity	77,123		77,865

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Selected quarterly results of operations data for each of the quarters in the year ending December 31, 2007 and year ended December 31, 2006 are as follows (in thousands):

	Three months ended						Year ending
	March 31, 2007			June 30, 2007	September 30, 2007	December 31, 2007	December 31, 2007
Revenues	$	21,196		—	—	—	$	21,196
Direct operating costs and expenses	(8,804		)	—	—	—	(8,804		)
Direct general and administrative expenses	(893		)	—	—	—	(893		)
Allocated general and administrative expenses	(1,725		)	—	—	—	(1,725		)
Allocated insurance expense	(413		)	—	—	—	(413		)
Depreciation and amortization	(2,990		)	—	—	—	(2,990		)
Operating income	6,371			—	—	—	6,371
Other expense, net	(3,912		)	—	—	—	(3,912		)
Net earnings	$	2,459		—	—	—	$	2,459

	Three months ended												Year ended
	March 31, 2006			June 30, 2006			September 30, 2006			December 31, 2006			December 31, 2006
Revenues	$	12,090		$	11,563		$	13,850		$	19,282		$	56,785
Direct operating costs and expenses	(4,527		)	(5,647		)	(6,508		)	(9,509		)	(26,191		)
Direct general and administrative expenses	(1,100		)	(672		)	(3,761		)	(920		)	(6,453		)
Allocated general and administrative expenses	(812		)	(822		)	(1,135		)	(1,718		)	(4,487		)
Allocated insurance expense	(250		)	(250		)	(304		)	(411		)	(1,215		)
Depreciation and amortization	(1,942		)	(1,790		)	(2,250		)	(3,206		)	(9,188		)
Operating income (loss)	3,459			2,382			(108		)	3,518			9,251
Other expense, net	(740		)	(845		)	(937		)	(1,607		)	(4,129		)
Net earnings (loss)	$	2,719		$	1,537		$	(1,045	)	$	1,911		$	5,122

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TRANSMONTAIGNE PARTNERS L.P. AND SUBSIDIARIES
ADJUSTED OPERATING SURPLUS

During the subordination period, the common units will have the right to receive distributions in an amount equal to the minimum quarterly distribution of $0.40 per quarter, plus any arrearages in the payment of the minimum quarterly distribution on the common units, before any distributions will be made on the subordinated units.  Conversions of subordinated units to common units will occur in the future only if, in addition to other requirements, we generate Adjusted Operating Surplus, as defined in the partnership agreement, equal to or greater than the minimum distribution requirement on all common units, subordinated units and the general partner interest.  The following summarizes our Adjusted Operating Surplus generated during the periods indicated (in thousands):

	January 1, 2007 through March 31, 2007			January 1, 2006 through December 31, 2006			May 27, 2005 through December 31, 2005			Cumulative since inception
Net earnings	$	2,459		$	3,267		$	7,640		$	13,366
Depreciation and amortization	2,990			7,411			3,785			14,186
Amortization and acceleration of deferred equity-based compensation	—			3,868			371			4,239
Compensation expense on distributions paid to holders of restricted units	—			187			66			253
Distributions paid to holders of restricted phantom units	(5		)	(50		)				(55		)
Cash reserved for repurchase of common units	—			(1,700		)	—			(1,700		)
Maintenance capital expenditures	(978		)	(1,422		)	(497		)	(2,897		)
“Adjusted Operating Surplus” generated during the period (1)	$	4,466		$	11,561		$	11,365		$	27,392
Minimum distribution for the period on all common units, subordinated units and the general partner interest	$	2,977		$	11,905		$	7,071		$	21,953
Actual distribution for the period of all common units, subordinated units and the general partner interest	$	3,533		$	12,803		$	7,071		$	23,407

(1)For purposes of this presentation, we have calculated Adjusted Operating Surplus in accordance with the terms of our partnership agreement.  As a result, the difference between net earnings, depreciation and amortization, and maintenance capital expenditures for the periods presented above and such amounts presented in our historical financial statements prepared in accordance with generally accepted accounting principles represent the effects of including the Brownsville terminal, River facilities and Mobile terminal for the periods prior to their acquisition by us from TransMontaigne Inc.  The net earnings, depreciation and amortization, and maintenance capital expenditures for the Brownsville terminal and River facilities for the period September 1, 2006 through December 31, 2006 are approximately (in thousands) $1,855, $1,777 and $374, respectively.  The net earnings, depreciation and amortization, and maintenance capital expenditures for the Mobile terminal for the period August 1, 2005 through December 31, 2005 are approximately (in thousands) $472, $268, and $nil, respectively.  The financial performance of these facilities for such periods is excluded from the computation of Adjusted Operation Surplus because it represents the financial performance of these facilities prior to the closing dates of our respective acquisitions from TransMontaigne Inc.

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About TransMontaigne Partners L.P.

TransMontaigne Partners L.P. is a terminaling and transportation company based in Denver, Colorado with operations along the Gulf Coast, in Brownsville, Texas, along the Mississippi and Ohio Rivers, and in the Midwest.  We provide integrated terminaling, storage, transportation and related services for companies engaged in the distribution and marketing of light refined petroleum products, heavy refined petroleum products, crude oil, chemicals, fertilizers and other liquid products. Light refined products include gasolines, diesel fuels, heating oil and jet fuels; heavy refined products include residual fuel oils and asphalt.  We do not purchase or market products that we handle or transport.  News and additional information about TransMontaigne Partners L.P. is available on the Company’s website: www.transmontaignepartners.com. 

Forward-Looking Statements

This press release includes statements that may constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. This information may involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected.

-END-

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EX-99.2

Exhibit 99.2

Contact:Randall J. Larson, President/CFO
Frederick W. Boutin, Treasurer/SVP
303-626-8200

TRANSMONTAIGNE PARTNERS L.P. ANNOUNCES
COMMON UNIT REPURCHASE PROGRAM

Monday, May 7, 2007 Immediate Release

Denver, Colorado— TransMontaigne Partners L.P. (NYSE:TLP) announced today that it has authorized a program for the repurchase, from time to time, of outstanding common units of the Partnership for purposes of covering previous grants of restricted phantom units under the Partnership’s Long-Term Incentive Plan to non-officer directors of its general partner.  As of May 7, 2007, the Partnership has 10,000 restricted phantom units outstanding that were granted on March 31, 2007 to the non-officer directors of our general partner.  The repurchase program is expected to begin during July 2007.  The Partnership anticipates repurchasing annually up to 10,000 of its outstanding Common Units for this purpose. To implement the program, an affiliate of TransMontaigne Partners L.P. will enter into a purchase plan pursuant to Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934 (the “10b5-1 Plan”).  Purchases will be effected by a broker and will be based upon the guidelines and parameters of the 10b5-1 Plan.  There is no guarantee as to the exact number of common units that will be repurchased under the 10b5-1 Plan, and the purchases may be discontinued at any time.

TransMontaigne Partners L.P. is a refined petroleum products terminaling and transportation company with operations along the Gulf Coast, in Brownsville, Texas, along the Mississippi and Ohio Rivers and in the Midwest.   We provide integrated terminaling, storage, transportation and related services for customers engaged in the distribution and marketing of light refined products, heavy refined products, crude oil, chemicals, fertilizers and other liquid products.  Light refined products include gasolines, diesel fuels, heating oil and jet fuels; heavy refined products include residual fuel oils and asphalt.  We do not purchase or market products that we handle or transport.  News and additional information about TransMontaigne Partners L.P. is available on the Partnership’s website:   www.transmontaignepartners.com.

Forward-Looking Statements

This press release includes statements that may constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. This information may involve risks and uncertainties that could cause actual results to differ materially from the forward- looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected.

-END-

1670 Broadway · Suite 3100 · Denver, CO   80202 · 303-626-8200 (phone) · 303-626-8228 (fax)
Mailing Address:  P. O. Box 5660 · Denver, CO   80217-5660
www.transmontaignepartners.com