TransMontaigne Partners L.P.
Annual Report 2014

Plain-text annual report

Table of Contents UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10‑K(Mark One) ☒Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934for the fiscal year ended December 31, 2014OR☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the transition period to Commission File Number 001‑32505TRANSMONTAIGNE PARTNERS L.P.(Exact name of registrant as specified in its charter)Delaware(State or other jurisdiction ofincorporation or organization)34‑2037221(I.R.S. EmployerIdentification No.) Suite 3100, 1670 BroadwayDenver, Colorado 80202(Address, including zip code, of principal executive offices)(303) 626‑8200(Telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:Title of Each ClassName of Each Exchange on Which RegisteredCommon Limited Partner UnitsNew York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: NONEIndicate by check mark if the registrant is a well‑known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒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 of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes ☒ No ☐Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data Filerequired to be submitted and posted pursuant to Rule 405 of Regulation S‑T (§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit and post such files). Yes ☒ No ☐Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S‑K is not contained herein, and will not be contained, tothe best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10‑K or any amendment tothis Form 10‑K. ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, or a smaller reporting company.See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b‑2 of the Exchange Act.Large accelerated filer ☐Accelerated filer ☒Non‑accelerated filer ☐(Do not check if asmaller reporting company)Smaller reporting company ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act) Yes ☐ No ☒The aggregate market value of common limited partner units held by non‑ affiliates of the registrant on June 30, 2014 was $557,971,021 computedby reference to the last sale price ($43.75 per common unit) of the registrant’s common limited partner units on the New York Stock Exchange on June 30,2014.The number of the registrant’s common limited partner units outstanding on February 27, 2015 was 16,124,566.DOCUMENTS INCORPORATED BY REFERENCENone. Table of ContentsTABLE OF CONTENTSItem Page No. Part I 1 and 2. Business and Properties 4 1A. Risk Factors 29 1B. Unresolved Staff Comments 44 3. Legal Proceedings 44 4. Mine Safety Disclosures 45 Part II 5. Market for the Registrant’s Common Units, Related Unitholder Matters and Issuer Purchases of EquitySecurities 46 6. Selected Financial Data 49 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 50 7A. Quantitative and Qualitative Disclosures About Market Risks 65 8. Financial Statements and Supplementary Data 66 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 98 9A. Controls and Procedures 98 9B. Other Information 99 Part III 10. Directors, Executive Officers of Our General Partner and Corporate Governance 100 11. Executive Compensation 105 12. Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters 109 13. Certain Relationships and Related Transactions, and Director Independence 112 14. Principal Accounting Fees and Services 115 Part IV 15. Exhibits, Financial Statement Schedules 115 1 Table of ContentsOur annual reports on Form 10‑K, quarterly reports on Form 10‑Q and current reports on Form 8‑K (includingexhibits), and any amendments to such reports, will be available free of charge on our website atwww.transmontaignepartners.com under the heading “Unitholder Information,” “SEC Filings” as soon as reasonablypracticable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission. A copy ofthis annual report on Form 10‑K (without exhibits), will be furnished without charge to any unitholder who sends a writtenrequest to our offices, addressed as follows: TransMontaigne Partners L.P., Attention: Investor Relations, 1670 Broadway,Suite 3100, Denver, Colorado 80202.CAUTIONARY STATEMENT REGARDING FORWARD‑LOOKING STATEMENTSThis annual report contains forward‑looking statements within the meaning of Section 27A of the Securities Act of1933 and Section 21E of the Securities Exchange Act of 1934, including the following:·any statements contained in this annual report regarding the prospects for our business or any of our services orour ability to pay distributions;·any statements preceded by, followed by or that include the words“may,” “seeks,” “believes,” “expects,” “anticipates,” “intends,” “continues,” “estimates,” “plans,” “targets,” “predicts,” “attempts,” “isscheduled,” or similar expressions; and·other statements contained in this annual report regarding matters that are not historical facts.Our business and results of operations are subject to risks and uncertainties, many of which are beyond our ability tocontrol or predict. Because of these risks and uncertainties, actual results may differ materially from those expressed or impliedby forward‑looking statements, and investors are cautioned not to place undue reliance on such statements, which speak onlyas of the date thereof.Important factors, many of which are described in more detail in “Item 1A. Risk Factors” of this annual report, thatcould cause actual results to differ materially from our expectations include, but are not limited to:·whether we are able to generate sufficient cash from operations to enable us to maintain or grow the amount ofthe quarterly distribution to our unitholders;·TransMontaigne LLC controls our general partner, which has sole responsibility for conducting our business andmanaging our operations. TransMontaigne LLC and NGL Energy Partners LP (“NGL”) have conflicts of interestand limited fiduciary duties, which may permit them to favor their own interests to our detriment;·failure by any of our significant customers to continue to engage us to provide services after the expiration ofexisting terminaling services agreements or our failure to secure comparable alternative arrangements;·a reduction in revenue from any of our significant customers upon which we rely for a substantial majority of ourrevenue;·a material portion of our operations are conducted through joint ventures, over which we do not maintain fullcontrol and which have unique risks;·competition from other terminals and pipelines that may be able to supply our significant customers withterminaling services on a more competitive basis;·the continued creditworthiness of, and performance by, our significant customers;·the expiration of our omnibus agreement occurs on the earlier to occur of TransMontaigne LLC ceasing tocontrol our general partner or following at least 24 months prior written notice;2 Table of Contents·we are exposed to the credit risks of NGL and our other significant customers, including Morgan Stanley CapitalGroup, which could affect our creditworthiness. Any material nonpayment or nonperformance by such customerscould also adversely affect our financial condition and results of operations;·a lack of access to new capital would impair our ability to expand our operations;·the lack of availability of acquisition opportunities, constraints on our ability to make acquisitions, failure tosuccessfully integrate acquired facilities and future performance of acquired facilities, could limit our ability togrow our business successfully and could adversely affect the price of our common units;·a decrease in demand for products due to high prices, alternative fuel sources, new technologies or adverseeconomic conditions;·our debt levels and restrictions in our debt agreements that may limit our operational flexibility;·the ability of our significant customers to secure financing arrangements adequate to purchase their desiredvolume of product;·the impact on our facilities or operations of extreme weather conditions, such as hurricanes, and other events,such as terrorist attacks or war and costs associated with environmental compliance and remediation;·the uncertainty surrounding whether or when a merger with NGL will occur and other aspects of such atransaction, if any, could adversely affect our ability to secure new customers or increase or extend agreementswith existing customers that are important to our operations or attract and retain qualified personnel to operateour business;·the control of our general partner being transferred to a third party without our consent or unitholder consent;·we may have to refinance our existing debt in unfavorable market conditions;·the failure of our existing and future insurance policies to fully cover all risks incident to our business;·cyber attacks or other breaches of our information security measures could disrupt our operations and result inincreased costs;·timing, cost and other economic uncertainties related to the construction of new tank capacity or facilities;·the impact of current and future laws and governmental regulations, general economic, market or businessconditions;·the age and condition of many of our pipeline and storage assets may result in increased maintenance andremediation expenditures;·cost reimbursements, which are determined by our general partner, and fees paid to our general partner and itsaffiliates for services will continue to be substantial;·our general partner’s limited call right may require unitholders to sell their common units at an undesirable timeor price;·our ability to issue additional units without your approval would dilute your existing ownership interest;3 Table of Contents·the possibility that our unitholders could be held liable under some circumstances for our obligations to thesame extent as a general partner;·our failure to avoid federal income taxation as a corporation or the imposition of state level taxation;·constraints on our ability to make acquisitions and investments to increase our capital asset base may result infuture declines in our tax depreciation;·the impact of new IRS regulations or a challenge of our current allocation of income, gain, loss and deductionsamong our unitholders;·unitholders will be required to pay taxes on their respective share of our taxable income regardless of the amountof cash distributions;·investment in common partnership units by tax‑exempt entities and non‑United States persons raises tax issuesunique to them;·unitholders will likely be subject to state and local taxes and return filing requirements in states where they donot live as a result of investing in our units; and·the sale or exchange of 50% or more of our capital and profits interests within a 12‑month period would result ina deemed technical termination of our partnership for income tax purposes.We do not intend to update these forward‑looking statements except as required by law. Part I ITEMS 1 AND 2. BUSINESS AND PROPERTIESTransMontaigne Partners L.P. is a publicly traded Delaware limited partnership formed in February 2005 byTransMontaigne LLC. We commenced operations upon the closing of our initial public offering on May 27, 2005. Ourcommon units are traded on the New York Stock Exchange under the symbol “TLP.” Our principal executive offices arelocated at 1670 Broadway, Suite 3100, Denver, Colorado 80202; our telephone number is (303) 626‑8200.Our general partner is TransMontaigne GP L.L.C., which is indirectly wholly owned and controlled byTransMontaigne LLC. On July 1, 2014, TransMontaigne LLC was acquired by NGL Energy Partners LP. Unless the contextrequires otherwise, references to “we,” “us,” “our,” “TransMontaigne Partners,” “Partners” or the “partnership” areintended to mean TransMontaigne Partners L.P. (and our wholly owned and controlled operating subsidiaries). Referencesto TransMontaigne LLC are intended to mean TransMontaigne LLC and its subsidiaries other than TransMontaigne GPL.L.C., our general partner, and TransMontaigne Partners and its subsidiaries.OVERVIEWWe are controlled by our general partner, TransMontaigne GP L.L.C., which is a wholly‑owned subsidiary ofTransMontaigne LLC. At December 31, 2014, NGL Energy Partners LP (“NGL”) owned all of the issued and outstandingcapital stock of TransMontaigne LLC, and, as a result, NGL is the indirect owner of our general partner. At December 31,2014, TransMontaigne LLC and NGL had a significant interest in our partnership through their indirect ownership of anapproximate 19% limited partner interest, a 2% general partner interest and the incentive distribution rights.Prior to July 1, 2014, Morgan Stanley Capital Group Inc., a wholly‑owned subsidiary of Morgan Stanley and theprincipal commodities trading arm of Morgan Stanley, owned all of the issued and outstanding capital stock ofTransMontaigne LLC, and, as a result, Morgan Stanley was the indirect owner of our general partner. Effective July 1,4 Table of Contents2014, Morgan Stanley consummated the sale of its 100% ownership interest in TransMontaigne LLC to NGL. The saleresulted in a change in control of Partners.In addition to the sale of our general partner to NGL, NGL acquired the common units owned by TransMontaigneLLC and affiliates of Morgan Stanley, representing approximately 20% of our outstanding common units, and assumedMorgan Stanley Capital Group’s obligations under our light oil terminaling services agreements in Florida and the Southeastregions, excluding the Collins/Purvis tankage (collectively, the “NGL Acquisition”). All other terminaling servicesagreements with Morgan Stanley Capital Group remained with Morgan Stanley Capital Group. The NGL Acquisition did notinvolve the sale or purchase of any of our common units held by the public and our common units continue to trade on theNew York Stock Exchange.TransMontaigne Partners has no officers or employees and all of our management and operational activities areprovided by officers and employees of NGL Energy Operating LLC (“NGL Energy Operating”), a wholly owned subsidiary ofNGL. TransMontaigne Services LLC is an indirect wholly owned subsidiary of TransMontaigne LLC. TransMontaigne LLC isan indirect wholly owned subsidiary of NGL. We are controlled by our general partner, TransMontaigne GP L.L.C., which isan indirect wholly owned subsidiary of TransMontaigne LLC. TransMontaigne GP L.L.C. is a holding company with noindependent assets or operations other than its general partner interest in TransMontaigne Partners L.P. TransMontaigne GPL.L.C. is dependent upon the cash distributions it receives from TransMontaigne Partners L.P. to service any obligations itmay incur. TransMontaigne LLC, TransMontaigne Services LLC and TransMontaigne Product Services LLC were convertedfrom Delaware corporations into Delaware limited5 Table of Contentsliability companies as of December 30, 2014. The following diagram depicts our organization and structure as of December31, 2014: TransMontaigne LLC is a leading distributor of unbranded refined petroleum products to independent wholesalers,distributors and industrial and commercial end users, delivering approximately 0.2 million barrels per day throughout theUnited States, primarily in the Gulf Coast, Northeast, Southeast and Midwest regions. TransMontaigne LLC currently relies onus to provide integrated terminaling services to support its operations in these geographic regions other than the Northeast.NGL is a Delaware limited partnership that is controlled by its general partner, NGL Energy Holdings LLC. NGL’soperations include a crude oil logistics segment, the assets of which include owned and leased crude oil storage terminals,pipeline injection stations, a fleet of trucks, a fleet of leased and owned railcars, and a fleet of barges and towboats, and a crudeoil pipeline. NGL’s crude oil logistics segment purchases crude oil from producers and transports it for resale at owned andleased pipeline injection points, storage terminals, barge loading facilities, rail facilities, refineries, and other trade hubs. NGLhas a water solutions segment, the assets of which include water treatment and disposal facilities. NGL’s water solutionssegment generates revenues from the treatment and disposal of wastewater generated from crude oil and natural gasproduction, and from the sale of recycled water and recovered hydrocarbons.6 Table of ContentsNGL has a liquids segment, which supplies natural gas liquids to retailers, wholesalers, refiners, and petrochemical plantsthroughout the United States and in Canada, and which provides natural gas liquids terminaling services through its morethan 20 terminals throughout the United States and railcar transportation services through its fleet of leased and ownedrailcars. NGL’s liquids segment purchases propane, butane, and other products from refiners, processing plants, producers, andother parties, and sells the product to retailers, refiners, petrochemical plants, and other participants in the wholesale markets.NGL’s retail propane segment sells propane, distillates, and equipment and supplies to end users consisting of residential,agricultural, commercial, and industrial customers and to certain re-sellers in 25 states. Finally, NGL’s refined products andrenewables segment, which conducts gasoline, diesel, ethanol, and biodiesel marketing operations, includes NGL’sinvestment in us.Our existing facilities are located in five geographic regions, which we refer to as our Gulf Coast, Midwest,Brownsville, River and Southeast facilities.•Gulf Coast. Our Gulf Coast facilities consist of eight refined product terminals, which are all located in Florida.These facilities currently have approximately 6.9 million barrels of aggregate active storage capacity.•Midwest. Our Midwest facilities consist of a 67‑mile, interstate refined products pipeline between Missouri andArkansas, which we refer to as the Razorback pipeline, and three refined product terminals and one crude oilterminal with approximately 1.6 million barrels of aggregate active storage capacity.•Brownsville. Effective as of April 1, 2011, we entered into a joint venture with P.M.I. Services NorthAmerica Inc., or “PMI”, an indirect subsidiary of Petroleos Mexicanos or “PEMEX”, the Mexican state-ownedpetroleum company, at our Brownsville, Texas terminal. We contributed approximately 1.5 million barrels oflight petroleum product storage capacity, as well as related ancillary facilities, to the joint venture, also known asFrontera Brownsville LLC or “Frontera”, in exchange for a cash payment of approximately $25.6 million and a50% ownership interest. We operate the Frontera assets under an operations and reimbursement agreementbetween us and Frontera. We continue to own and operate approximately 0.9 million barrels of additionaltankage in Brownsville independent of Frontera, which includes a liquefied petroleum gas, or LPG, terminalingfacility with aggregate active storage capacity of approximately 33,000 barrels. We own and operate an LPGpipeline from our Brownsville facilities to the U.S.‑Mexico Border, which we refer to as the Diamondbackpipeline. We also operate a bi‑directional refined products pipeline for PMI for deliveries to and fromBrownsville and Reynosa and Cadereyta, Mexico.•River. Our River facilities are composed of 12 refined product terminals located along the Mississippi and OhioRivers with approximately 2.7 million barrels of aggregate active storage capacity. Our River facilities alsoinclude a dock facility located in Baton Rouge, Louisiana that is connected to the Colonial pipeline.•Southeast. Our Southeast facilities consist of 22 refined product terminals located along the Colonial andPlantation pipelines in Alabama, Georgia, Mississippi, North Carolina, South Carolina, and Virginia with anaggregate active storage capacity of approximately 10.0 million barrels.The volume of product that is handled, transported, throughput or stored in our terminals and pipelines is directlyaffected by the level of supply and demand in the wholesale markets served by our terminals and pipelines. Overall supply ofrefined products in the wholesale markets is influenced by the products’ absolute prices, the availability of capacity ondelivering pipelines and vessels, fluctuating refinery margins and the markets’ perception of future product prices. Thedemand for gasoline typically peaks during the summer driving season, which extends from April to September, and declinesduring the fall and winter months. The demand for marine fuels typically peaks in the winter months due to the increase in thenumber of cruise ships originating from Florida ports. Despite these seasonalities, the overall impact on the volume of productthroughput at our terminals and pipelines is not material.7 Table of ContentsIndustry OverviewRefined product terminaling and transportation companies, such as TransMontaigne Partners, receive, store, blend,treat and distribute foreign and domestic cargoes to and from oil refineries, wholesalers, retailers and ultimate end-usersaround the country. The substantial majority of the petroleum refining that occurs in the United States is concentrated in theGulf Coast region, which necessitates the transportation of this domestic product to other areas, such as the East Coast,Florida, Southeast and Midwest regions of the country. Recently, an increased amount of domestic crude oil is being extractedthroughout unconventional shale formations (i.e. Bakken, Eagle Ford, Utica, etc.). These shale formations are generallylocated in areas that are highly constrained in storage and transportation infrastructure; thereby offering the prospect of newgrowth and development for terminaling and transportation companies such as TransMontaigne Partners.Refining. The storage and handling services of feedstocks or crude oil used in the refining process are generallyhandled by terminaling and transportation companies such as TransMontaigne Partners. United States based refineries refinemultiple grades of feedstock or crude oil into various light refined products and heavy refined products. Light refinedproducts include gasoline and diesel fuel, as well as propane, butane, heating oils and jet fuels. Heavy refined productsinclude residual fuel oils for consumption in ships and power plants and asphalt. Refined products of specific grade andcharacteristics are substantially identical in composition from one refinery to another and are referred to as being “fungible.”The refined products are initially staged at the refinery, and then shipped out either in large “batches” via pipeline or vessel orby individual truck‑loads. The refineries owned by major oil companies then schedule for delivery some of their refinedproduct output to satisfy their own retail delivery obligations, for example, at branded gasoline stations, and sell theremainder of their refined product output to independent marketing and distribution companies or traders, such asTransMontaigne LLC, for resale.Transportation. Before an independent distribution and marketing company, such as TransMontaigne LLC,distributes refined petroleum products into wholesale markets, it must first schedule that product for shipment by tankers,barges, railcars or on common carrier pipelines to a liquid bulk terminal.Refined product is transported to marine terminals, such as our Gulf Coast terminals and Baton Rouge, Louisianadock facility, by vessels or barges. Because there are economies of scale in transporting products by vessel, marine terminalswith larger storage capacities for various commodities have the ability to offer their customers lower per‑barrel freight costs toa greater extent than do terminals with smaller storage capacities.Refined product reaches inland terminals, such as our Southeast and Midwest terminals, primarily by common carrierpipelines. Common carrier pipelines are pipelines with published tariffs that are regulated by the Federal Energy RegulatoryCommission, or FERC, or state authorities. These pipelines ship fungible refined products in multiple cycles of large batches,with each batch generally consisting of product owned by several different companies. As a batch of product is shipped on apipeline, each terminal operator along the way draws the volume of product that is scheduled for that facility as the batchpasses in the pipeline. Consequently, each terminal operator must monitor the type of product in the common carrier pipelineto determine when to draw product scheduled for delivery to that terminal. In addition, both the common carrier pipeline andthe terminal operator monitor the volume of product drawn to ensure that the amount scheduled for delivery at that location isactually received.At both inland and marine terminals, the various products are stored in tanks on behalf of our customers.8 Table of ContentsDelivery. Most terminals have a tanker truck loading facility commonly referred to as a “rack.” Often, commercialand industrial end‑users and independent retailers rely on independent trucking companies to pick up product at the rack andtransport it to the end‑user or retailer at its specified location. Each truck holds an aggregate of approximately 8,000 gallons(approximately 190 barrels) of various refined products in different compartments. To initiate the loading of product, thedriver uses an access control card that identifies the customer purchasing the refined product, the carrier and the driver as wellas the type or grade of refined products to be pumped into the truck. A computerized system electronically reviews thecredentials of the carrier, including insurance and certain mandated certifications, and confirms the customer is within productallocation or credit limits. When all conditions are verified as being current and correct, the system authorizes the delivery ofthe refined product to the truck. As refined product is being loaded into the truck, ethanol, bio diesel or additives are injectedto conform to government specifications and individual customer requirements. As part of the Renewable Fuel Standard Act,ethanol and biodiesel are often blended with the refined product across the rack to create a certain “spec” of saleable product.Additionally, if a truck is loading gasoline for retail sale by an independent gasoline station, generic additives will be addedto the gasoline as it is loaded into the truck. If the gasoline is for delivery to a branded retail gasoline station, the proprietaryadditive compound of that particular retailer will be added to the gasoline as it is loaded. The type and amount of additive areelectronically and mechanically controlled by equipment located at the truck loading rack. Generally one to two gallons ofadditive are injected into an 8,000 gallon truckload of gasoline.At marine terminals, the refined product stored in tanks may be delivered to tanker trucks over a rack in the samemanner as at an inland terminal or be delivered onto large ships, ocean‑going barges, or inland barges for delivery to variousdistribution points around the world. In addition, cruise ships and other vessels are fueled through a process known as“bunkering”, either at the dock, through a pipeline, or by truck or barge. Cruise ships typically purchase approximately 6,000to 8,000 barrels, the equivalent of approximately 42 tanker truckloads, of bunker fuel per refueling. Bunker fuel is a mixture ofresidual fuel oil and diesel fuel. Each large vessel generally requires its own mixture of bunker fuel to match the distinctcharacteristics of that ship’s engines and turbines. Because the mixture for each ship requires precision to mix and deliver,cruise ships often prefer to obtain their fuel from experienced terminaling companies such as TransMontaigne Partners.Our OperationsWe are a terminaling and transportation company with operations in the United States along the Gulf Coast, in theMidwest, in Houston and Brownsville, Texas, along the Mississippi and Ohio Rivers, and in the Southeast. We use ourterminaling facilities to, among other things:•receive refined products from the pipeline, ship, barge or railcar making delivery on behalf of our customers, andtransfer those refined products to the tanks located at our terminals;•store the refined products in our tanks for our customers;•monitor the volume of the refined products stored in our tanks;•distribute the refined products out of our terminals in vessels, railcars or truckloads using truck racks and otherdistribution equipment located at our terminals, including pipelines; and•heat residual fuel oils and asphalt stored in our tanks, and provide other ancillary services related to thethroughput process.We derive revenue from our terminal and pipeline transportation operations by charging fees for providing integratedterminaling, transportation and related services. The fees we charge and our other sources of revenue are composed of:•Terminaling Services Fees. We generate terminaling services fees by receiving, storing and distributing productsfor our customers. Terminaling services fees include throughput fees based on the volume of product distributedfrom the facility, injection fees based on the volume of product injected with additive9 Table of Contentscompounds and storage fees based on a rate per barrel of storage capacity per month.•Pipeline Transportation Fees. We earn pipeline transportation fees on our Razorback pipeline andDiamondback pipeline and the Ella‑Brownsville pipeline, which in January 2013 we began leasing from a thirdparty, based on the volume of product transported and the distance from the origin point to the delivery point.The Federal Energy Regulatory Commission, or FERC, regulates the tariff on the Razorback, Diamondback andElla‑Brownsville pipelines.•Management Fees and Reimbursed Costs. We manage and operate certain tank capacity at our Port Everglades(South) terminal for a major oil company and receive a reimbursement of its proportionate share of operating andmaintenance costs. We manage and operate for an affiliate of PEMEX, Mexico’s state‑owned petroleumcompany, a bi‑directional products pipeline connected to our Brownsville, Texas terminal facility and receive amanagement fee and reimbursement of costs. Effective as of April 1, 2011, we entered into the Frontera jointventure. We manage and operate Frontera and receive a management fee based on our costs incurred.•Other Revenue. We provide ancillary services including heating and mixing of stored products, product transferservices, railcar handling, wharfage fees and vapor recovery fees. Pursuant to certain terminaling servicesagreements with our throughput customers, we are entitled to the volume of net product gained resulting fromdifferences in the measurement of product volumes received and distributed at our terminaling facilities.Consistent with recognized industry practices, measurement differentials occur as the result of the inherentvariances in measurement devices and methodology. We recognize as revenue the net proceeds from the sale ofthe product gained.Further detail regarding our financial information can be found under Item 8. “Financial Statements andSupplementary Data” of this annual report.10 Table of ContentsThe locations and approximate aggregate active storage capacity at our terminal facilities as of December 31, 2014are as follows: Active storage capacity Locations (shell bbls) Gulf Coast Facilities Florida Port Everglades Complex Port Everglades-North 2,408,000 Port Everglades-South(1) 376,000 Jacksonville 271,000 Cape Canaveral 724,000 Port Manatee 1,375,000 Pensacola 270,000 Fisher Island 673,000 Tampa 760,000 Gulf Coast Total 6,857,000 Midwest Facilities Rogers, AR and Mount Vernon, MO (aggregate amounts) 406,000 Cushing, OK 1,005,000 Oklahoma City, OK 158,000 Midwest Total 1,569,000 Brownsville Facilities Brownsville, TX 919,000 Frontera(2) 1,498,000 Brownsville Total 2,417,000 River Facilities Arkansas City, AR 446,000 Evansville, IN 245,000 New Albany, IN 201,000 Greater Cincinnati, KY 189,000 Henderson, KY 169,000 Louisville, KY 183,000 Owensboro, KY 157,000 Paducah, KY 322,000 Baton Rouge, LA (Dock) — Greenville, MS (Clay Street) 350,000 Greenville, MS (Industrial Road) 56,000 Cape Girardeau, MO 140,000 East Liverpool, OH 227,000 River Total 2,685,000 11 Table of Contents Active storage capacity Locations (shell bbls) Southeast Facilities Albany, GA 203,000 Americus, GA 93,000 Athens, GA 203,000 Bainbridge, GA 367,000 Belton, SC — Birmingham, AL 178,000 Charlotte, NC 121,000 Collins/Purvis, MS 3,419,000 Collins, MS 200,000 Doraville, GA 438,000 Fairfax, VA 513,000 Greensboro, NC 479,000 Griffin, GA 107,000 Lookout Mountain, GA 219,000 Macon, GA 174,000 Meridian, MS 139,000 Montvale, VA 503,000 Norfolk, VA 1,336,000 Richmond, VA 478,000 Rome, GA 152,000 Selma, NC 529,000 Spartanburg, SC 166,000 Southeast Total 10,017,000 BOSTCO(3) 7,080,000 TOTAL CAPACITY 30,625,000 (1)Reflects our ownership interest net of a major oil company’s ownership interest in certain tank capacity.(2)Reflects the total active storage capacity of Frontera, of which we have a 50% ownership interest.(3)Reflects the completed construction total active storage capacity of Battleground Oil Specialty Terminal Company LLC(“BOSTCO”), of which we have a 42.5%, general voting, Class A Member (“ownership”) interest. The BOSTCO facilitybegan initial commercial operation in the fourth quarter of 2013. Completion of the 7.1 million barrels of storagecapacity and related infrastructure occurred in the third quarter of 2014.Gulf Coast Operations. Our Gulf Coast operations include eight refined product terminals located in Florida. At ourGulf Coast terminals we handle refined products and crude oil on behalf of, and provide integrated terminaling services to,customers engaged in the distribution and marketing of refined products and crude oil and the United States government. OurGulf Coast terminals receive refined products from vessels on behalf of our customers. In addition, our Jacksonville terminalalso receives asphalt by rail and our Port Everglades (North) terminal also receives product by truck. We distribute by truck orbarge at all of our Gulf Coast terminals. In addition, we distribute products by pipeline at our Port Everglades and Tampaterminals. A major oil company retains an ownership interest, ranging from 25% to 50%, in specific tank capacity at our PortEverglades (South) terminal. We manage and operate the Port Everglades (South) terminal, and we are reimbursed by the majoroil company for its proportionate share of our operating and maintenance costs.The principal customers at our Gulf Coast facilities are Marathon Petroleum Company LLC, which we refer to asMarathon, RaceTrac Petroleum Inc. and NGL.12 Table of ContentsMidwest Terminals and Pipeline Operations. In Missouri and Arkansas we own and operate the Razorback pipelineand terminals in Mount Vernon, Missouri, at the origin of the pipeline and in Rogers, Arkansas, at the terminus of the pipeline.We refer to these two terminals collectively as the Razorback terminals. The Razorback pipeline is a 67‑mile, 8‑inch diameterinterstate common carrier pipeline that transports light refined product from our terminal at Mount Vernon, where it isinterconnected with a pipeline system owned by Magellan Midstream Partners, L.P., to our terminal at Rogers. The Razorbackpipeline has a capacity of approximately 30,000 barrels per day. The FERC regulates the transportation tariffs for interstateshipments on the Razorback pipeline. On January 10, 2014 we entered into a 10‑year capacity agreement with MagellanPipeline Company, L.P. (“Magellan”), effective March 1, 2014, covering 100% of the capacity of Razorback terminals and theRazorback Pipeline.We also own and operate a terminal facility at Oklahoma City, Oklahoma. Our Oklahoma City terminal receivesgasolines and diesel fuels from a pipeline system owned by Magellan Midstream Partners, L.P. for delivery via our truck rackto Shell Oil Products U.S., which we refer to as Shell, for redistribution to locations throughout the Oklahoma City region.We leased a portion of land in Cushing, Oklahoma and constructed storage tanks with approximately 1.0 millionbarrels of crude oil storage and associated infrastructure on such property for the receipt of crude oil by truck and pipeline, theblending of crude oil and the storage of approximately 1.0 million barrels of crude oil. The facility was completed and placedinto service in August 2012. We have entered into a long‑term services agreement with Morgan Stanley Capital Group Inc. forthe use of the facility.Brownsville, Texas Operations. Effective as of April 1, 2011, we entered into the Frontera joint venture with PMI atour Brownsville, Texas terminal. We contributed approximately 1.5 million barrels of light petroleum product storagecapacity, as well as related ancillary facilities, to the Frontera joint venture, in exchange for a cash payment of approximately$25.6 million and a 50% ownership interest. PMI acquired the remaining 50% ownership interest in Frontera for a cashpayment of approximately $25.6 million. We operate the Frontera assets under an operations and reimbursement agreementbetween us and Frontera.We continue to own and operate approximately 0.9 million barrels of additional tankage and related ancillaryfacilities in Brownsville independent of the Frontera joint venture, as well as the Diamondback pipeline which handles liquidproduct movements between Mexico and south Texas. At our Brownsville terminal we handle refined petroleum products,chemicals, vegetable oils, naphtha, wax and propane on behalf of, and provide integrated terminaling services to, customersengaged in the distribution and marketing of refined products and natural gas liquids. Our Brownsville facilities receiverefined products on behalf of our customers from vessels, by truck or railcar. We also receive natural gas liquids by pipeline.The Diamondback pipeline consists of an 8″ pipeline that transports LPG approximately 16 miles from ourBrownsville facilities to the U.S./Mexico border and a 6″ pipeline, which runs parallel to the 8″ pipeline, that can be used byus in the future to transport additional LPG or refined products to Matamoros. The 8″ pipeline has a capacity of approximately20,000 barrels per day. The 6″ pipeline has a capacity of approximately 12,000 barrels per day.In August 2013, we sold our Mexico operations to an unaffiliated third party for cash proceeds of approximately$2.1 million, net of $0.2 million in bank accounts sold related to the Mexico operations. The Mexico operations consisted ofa 7,000 barrel liquefied petroleum gas storage terminal in Matamoros, Mexico and a seven mile pipeline system connectingthe Matamoros terminal to our Diamondback pipeline system at the U.S. border, which connects to our Brownville, Texasterminals.Beginning in January 2013, we leased the capacity on the Ella‑Brownsville pipeline from Seadrift PipelineCorporation, which transports LPG from two points of origin to our terminal in Brownsville: from Exxon King Ranch inKleberg County, Texas 121 miles to Brownsville and an additional 11 miles beginning near the Exxon King Ranch terminusto the DCP LaGloria Gas Plant in Jim Wells County, Texas.We also operate and maintain the United States portion of a 174‑mile bi‑directional refined products pipeline ownedby PMI. This pipeline connects our Brownsville terminal complex to a pipeline in Mexico that delivers to PEMEX’s terminallocated in Reynosa, Mexico and terminates at PEMEX’s refinery, located in Cadereyta, Nuevo Leon,13 Table of ContentsMexico, a suburb of the large industrial city of Monterrey. The pipeline transports refined products and blending components.We operate and manage the 18‑mile portion of the pipeline located in the United States for a fee that is based on the averagedaily volume handled during the month. Additionally, we are reimbursed for non‑routine maintenance expenses based on theactual costs plus a fee based on a fixed percentage of the expense.The customers we serve at our Brownsville terminal facilities consist principally of wholesale and retail marketers ofrefined products and industrial and commercial end‑users of refined products, waxes and industrial chemicals. Our principalcustomer is Nieto Trading, B.V.River Operations. Our River facilities include 12 refined product terminals along the Mississippi and Ohio Riversand the Baton Rouge, Louisiana dock facility. At our River terminals, we handle gasolines, diesel fuels, heating oil, chemicalsand fertilizers on behalf of, and provide integrated terminaling services to, customers engaged in the distribution andmarketing of refined products and industrial and commercial end‑users. Our River terminals receive products from vessels andbarges on behalf of our customers and distribute products primarily to trucks and barges. The principal customer at our Riverfacilities is Valero Marketing and Supply Company.Southeast Operations. Our Southeast facilities include 22 refined product terminals along the Plantation andColonial pipelines. At our Southeast terminals, we handle gasolines, diesel fuels, ethanol, biodiesel, jet fuel and heating oil onbehalf of, and provide integrated terminaling services to customers engaged in the distribution and marketing of refinedproducts. Our Southeast terminals primarily receive products from the Plantation and Colonial pipelines on behalf of ourcustomers and distribute products primarily to trucks. The principal customer at our Southeast facilities is NGL and the UnitedStates Government.Investment in BOSTCO. On December 20, 2012, we acquired a 42.5%, general voting, Class A Member (“ownership”) interest in BOSTCO, for approximately $79 million, from Kinder Morgan Battleground Oil, LLC, a whollyowned subsidiary of Kinder Morgan, Inc. (“Kinder Morgan”). BOSTCO is a new terminal facility on the Houston ShipChannel designed to handle residual fuel, feedstocks, distillates and other black oils. The initial phase of BOSTCO involvedthe construction of 51 storage tanks with approximately 6.2 million barrels of storage capacity. The BOSTCO facility beganinitial commercial operation in the fourth quarter of 2013. Completion of the full 6.2 million barrels of storage capacity andrelated infrastructure occurred in the second quarter of 2014.On June 5, 2013, we announced an expansion of BOSTCO. The expansion is supported by a long‑term leased storageand handling services contract with Morgan Stanley Capital Group and includes six, 150,000 barrel, ultra‑low sulphur dieseltanks, additional pipeline and deepwater vessel dock access and high‑speed loading at a rate of 25,000 barrels per hour. Workon the 900,000 barrel expansion started in the second quarter of 2013, and was placed into service at the end of the thirdquarter of 2014. With the addition of this expansion project, BOSTCO has fully subscribed capacity of approximately7.1 million barrels at an overall construction cost of approximately $529 million. Our total payments for the initial and theexpansion projects are estimated to be approximately $233 million, which includes our proportionate share of the BOSTCOproject costs and necessary start‑up working capital, a one‑time buy‑in fee paid to Kinder Morgan to acquire our 42.5%interest and the capitalization of interest on our investment during the construction of BOSTCO. We have funded ourpayments for BOSTCO utilizing borrowings under our credit facility.Our investment in BOSTCO entitles us to appoint a member to the Board of Managers of BOSTCO to vote ourproportionate ownership share on general governance matters and to certain rights of approval over significant changes in, orexpansion of, BOSTCO’s business. Kinder Morgan is responsible for managing BOSTCO’s day‑to‑day operations. Our 42.5%ownership interest does not allow us to control BOSTCO, but does allow us to exercise significant influence over itsoperations. Accordingly, we account for our investment in BOSTCO under the equity method of accounting.Business StrategiesOur primary business objective is to increase distributable cash flow per unit. The most effective means of growingour business and increasing cash distributions to our unitholders is to expand our asset base and infrastructure, and to increaseutilization of our existing infrastructure. We intend to accomplish this by executing the following strategies:14 Table of ContentsGenerate stable cash flows through the use of long‑term contracts with our customers. We intend to continue togenerate stable cash flows by capitalizing on the fee‑based nature of our business, our minimum revenue commitments fromour customers and the long‑term nature of our contracts with many of our customers. We generate revenue from customers whopay us fees based on the volume of storage capacity contracted for, volume of refined products throughput at our terminals orvolume of refined products transported in the Razorback, Diamondback and Ella‑Brownsville pipelines. We have terminalingservices agreements with, among others, Marathon, Morgan Stanley Capital Group, Nieto Trading B.V., Magellan, NGL,RaceTrac Petroleum Inc., Valero and the United States Government.Execute cost‑effective expansion and asset enhancement opportunities. We continually evaluate opportunities toexpand our existing asset base.Pursue strategic and accretive acquisitions in new and existing markets. Historically, our growth strategy hasincluded the pursuit of acquisitions of energy‑related terminaling and transportation facilities, including facilities that may beoutside our existing areas of operation. For example, in December 2012, we acquired a 42.5% ownership interest in BOSTCOfrom Kinder Morgan. BOSTCO is a new terminal facility on the Houston Ship Channel for handling residual fuel, feedstocks,distillates and other black oils. The BOSTCO facility’s docks benefit from one of the deepest vessel drafts and nearest accesspoints in the Houston Ship Channel and is well positioned to capitalize on increasing exports of petroleum related products.Maintain a disciplined financial policy. We will continue to pursue a disciplined financial policy by maintaining aprudent capital structure, managing our exposure to interest rate risk and conservatively managing our cash reserves.Competitive StrengthsWe believe that we are well positioned to successfully execute our business strategies using the followingcompetitive strengths:The terminaling services agreements we have with our existing customers provide us with stable cash flows. Wehave contractual commitments from our customers that generated a substantial majority of our actual revenue. Of this firmlycommitted revenue, approximately 92% was generated under terminaling services agreements with remaining terms of at leastone year at December 31, 2014. Our actual revenue for a year is higher than our contractual commitments because certain ofour terminaling services agreements with customers do not contain minimum revenue commitments and because ourcustomers often use other ancillary services in addition to the services covered by the minimum revenue commitments. Webelieve that the fee‑based nature of our business, our minimum revenue commitments from our customers, the long‑term natureof our contracts with many of our customers and our lack of material direct exposure to changes in commodity prices (exceptfor the value of refined product gains and losses arising from terminaling services agreements with certain customers) willprovide us with stable cash flows.We do not have material direct commodity price risk. Because we do not purchase or market the products that wehandle or transport, our cash flows are not subject to material direct exposure to changes in commodity prices, except for thevalue of refined product gains and losses arising from terminaling services agreements with certain customers.15 Table of ContentsWe will continue to seek cost‑effective asset enhancement opportunities. We have high utilization of our existingstorage capacity, which enables us to focus on expanding our terminal capacity and acquiring additional terminal capacity forour current and future customers. In December 2012, we acquired a 42.5% ownership interest in BOSTCO, which constructed anew terminal facility on the Houston Ship Channel for handling residual fuel, feedstocks, distillates and other black oils. Inthe second quarter of 2013 we announced a 900,000 barrel expansion at the BOSTCO terminal. The expansion included six,150,000‑barrel, ultra‑low sulphur diesel tanks, additional pipeline and deepwater vessel dock access, and high‑speed loadingat a rate of 25,000 barrels per hour. The BOSTCO facility began initial commercial operation in the fourth quarter of 2013.Completion of the full 6.2 million barrels of storage capacity and related infrastructure occurred in the second quarter of 2014.Work on the 900,000 barrel expansion started in the second quarter of 2013, and was placed into service at the end of the thirdquarter of 2014.We have a substantial presence in Florida, which has significant demand for refined petroleum products, and is notcurrently served by any local refinery or interstate refined product pipeline. Eight of our terminals serve our customers’operations in metropolitan areas in Florida, which we believe to be an attractive area for the following reasons:•Refined products are largely distributed in Florida through terminals with waterborne access, such as ourterminals, because Florida has no refineries or interstate refined product pipelines.•The Florida market is attractive to physical commodity traders because they can originate product supplies frommultiple locations, both domestically and overseas, and transport the product to the terminal by vessel.•The ports served by our terminals are among the busiest cruise ship ports in the United States, with year‑rounddemand.Through NGL Energy Partners LP our general partner has access to a knowledgeable management team withsignificant experience in the energy industry. The members of our general partner’s management team have establishedlong‑standing relationships within the energy industry and significant experience with regard to the implementation ofoperating and growth strategies in many facets of the energy industry, including:•crude oil marketing and transportation;•renewable fuels, including ethanol, marketing and transportation;•natural gas and natural gas liquid gathering, processing, transportation and marketing;•propane storage, transportation and marketing; and•refined product storage, transportation and marketing.CompetitionWe face competition from other terminals and pipelines that may be able to supply our customers with integratedterminaling and transportation services on a more competitive basis. We compete with national, regional and local terminaland transportation companies, including the major integrated oil companies, of widely varying sizes, financial resources andexperience. These competitors include BP p.l.c., Buckeye Partners, L.P., Chevron U.S.A. Inc., CITGO Petroleum Corporation,Exxon Mobil Corporation, HollyFrontier Corporation and its affiliate Holly Energy Partners, L.P., Kinder Morgan, Inc., Magellan Midstream Partners, L.P., Marathon Petroleum Corporation and its affiliate MPLX LP, Motiva Enterprises LLC,Murphy Oil Corporation, NuStar Energy L.P., Phillips 66 and its affiliate Phillips 66 Partners LP, Sunoco, Inc. and its affiliateSunoco Logistics Partners L.P., and terminals in the Caribbean. In particular, our ability to compete could be harmed byfactors we cannot control, including:•price competition from terminal and transportation companies, some of which are substantially larger than16 Table of Contentswe are and have greater financial resources, and control substantially greater storage capacity, than we do;•the perception that another company can provide better service; and•the availability of alternative supply points, or supply points located closer to our customers’ operations.We also compete with national, regional and local terminal and transportation companies for acquisition andexpansion opportunities. Some of these competitors are substantially larger than us and have greater financial resources andlower costs of capital than we do.Significant Customer RelationshipsWe have several significant customer relationships from which we expect to derive a substantial majority of ourrevenue for the foreseeable future. These relationships include:Customer Location NGL Energy Partners LP Southeast facilities Morgan Stanley Capital Group Southeast and Midwest facilities United States Government Southeast and Gulf Coast facilities RaceTrac Petroleum Inc. Gulf Coast facilities Marathon Petroleum Company LLC Gulf Coast facilities Glencore Ltd. Gulf Coast facilities World Fuel Services Corporation Gulf Coast facilities Shell Oil Products U.S. Gulf Coast and Midwest facilities Magellan Pipeline Company, L.P. Midwest facilities P.M.I. Trading Ltd. Brownsville facilities Nieto Trading, B.V. Brownsville facilities Valero Marketing and Supply Company River facilities Our Relationship with TransMontaigne LLC and NGL Energy Partners LPGeneral. We are controlled by our general partner, TransMontaigne GP L.L.C., which is an indirect wholly ownedsubsidiary of TransMontaigne LLC, a distribution and marketing company that markets refined petroleum products towholesalers, distributors and industrial and commercial end users throughout the United States, primarily in the Gulf Coast,Northeast, Southeast and Midwest regions. As of December 31, 2014, TransMontaigne LLC and its subsidiaries owned tworailcar facilities; a hydrant system in Port Everglades; and its distribution and marketing business. TransMontaigne LLC’smarketing operations generally consist of the distribution and marketing of refined products through contract and rack spotsales in the physical markets. At December 31, 2014, NGL owned all of the issued and outstanding capital stock of TransMontaigne LLC, and, asa result, NGL is the indirect owner of our general partner. At December 31, 2014, TransMontaigne LLC and NGL had asignificant interest in our partnership through their indirect ownership of an approximate 20% limited partner interest, a 2%general partner interest and the incentive distribution rights.NGL is a Delaware limited partnership that is controlled by its general partner, NGL Energy Holdings LLC. NGL’soperations include a crude oil logistics segment, the assets of which include owned and leased crude oil storage terminals,pipeline injection stations, a fleet of trucks, a fleet of leased and owned railcars, and a fleet of barges and towboats, and a crudeoil pipeline. NGL’s crude oil logistics segment purchases crude oil from producers and transports it for resale at owned andleased pipeline injection points, storage terminals, barge loading facilities, rail facilities, refineries, and other trade hubs. NGLhas a water solutions segment, the assets of which include water treatment and disposal facilities. NGL’s water solutionssegment generates revenues from the treatment and disposal of wastewater generated from crude oil and natural gasproduction, and from the sale of recycled water and recovered hydrocarbons. NGL has a liquids segment, which suppliesnatural gas liquids to retailers, wholesalers, refiners, and petrochemical17 Table of Contentsplants throughout the United States and in Canada, and which provides natural gas liquids terminaling services through itsmore than 20 terminals throughout the United States and railcar transportation services through its fleet of leased and ownedrailcars. NGL’s liquids segment purchases propane, butane, and other products from refiners, processing plants, producers, andother parties, and sells the product to retailers, refiners, petrochemical plants, and other participants in the wholesale markets.NGL’s retail propane segment sells propane, distillates, and equipment and supplies to end users consisting of residential,agricultural, commercial, and industrial customers and to certain re-sellers in 25 states. Finally, NGL’s refined products andrenewables segment, which conducts gasoline, diesel, ethanol, and biodiesel marketing operations, includes NGL’sinvestment in us.Prior to July 1, 2014, Morgan Stanley Capital Group Inc., a wholly‑owned subsidiary of Morgan Stanley and theprincipal commodities trading arm of Morgan Stanley, owned all of the issued and outstanding capital stock ofTransMontaigne LLC, and, as a result, Morgan Stanley was the indirect owner of our general partner. Effective July 1, 2014,Morgan Stanley consummated the sale of its 100% ownership interest in TransMontaigne LLC to NGL. The sale resulted in achange in control of Partners, but did not result in a deemed termination of Partners for tax purposes. In addition to the sale ofour general partner to NGL, NGL acquired the common units owned by TransMontaigne LLC and affiliates of MorganStanley, representing approximately 20% of our outstanding common units, and assumed Morgan Stanley Capital Group’sobligations under our light oil terminaling services agreements in Florida and the Southeast regions, excluding theCollins/Purvis tankage. All other terminaling services agreements with Morgan Stanley Capital Group remained with MorganStanley Capital Group. The NGL Acquisition did not involve the sale or purchase of any of our common units held by thepublic and our common units continue to trade on the New York Stock Exchange.Omnibus Agreement. We have an omnibus agreement with TransMontaigne LLC that will continue in effect untilthe earlier to occur of (i) TransMontaigne LLC ceasing to control our general partner or (ii) the election of either us orTransMontaigne LLC, following at least 24 months’ prior written notice to the other parties.Under the omnibus agreement we pay TransMontaigne LLC an administrative fee for the provision of various generaland administrative services for our benefit. For the years ended December 31, 2014, 2013 and 2012, the administrative feepaid to TransMontaigne LLC was approximately $11.1 million, $11.0 million and $10.8 million, respectively. If we acquire orconstruct additional facilities, TransMontaigne LLC will propose a revised administrative fee covering the provision ofservices for such additional facilities. If the conflicts committee of our general partner agrees to the revised administrative fee,TransMontaigne LLC will provide services for the additional facilities pursuant to the agreement. The administrative feeincludes expenses incurred by TransMontaigne LLC to perform centralized corporate functions, such as legal, accounting,treasury, insurance administration and claims processing, health, safety and environmental, information technology, humanresources, credit, payroll, taxes and engineering and other corporate services, to the extent such services are not outsourced byTransMontaigne LLC.The omnibus agreement further provides that we pay TransMontaigne LLC an insurance reimbursement for premiumson insurance policies covering our facilities and operations. For the years ended December 31, 2014, 2013 and 2012, the insurance reimbursement paid to TransMontaigne LLC was approximately $3.7 million, $3.8 million and $3.6 million,respectively. We also reimburse TransMontaigne LLC for direct operating costs and expenses that TransMontaigne LLC incurs on our behalf, such as salaries of operational personnel performing services on‑site at our terminals and pipelines andthe cost of employee benefits, including 401(k) and health insurance benefits.We also agreed to reimburse TransMontaigne LLC and its affiliates for a portion of the incentive payment grants tokey employees of NGL and its affiliates under the TransMontaigne Services LLC savings and retention plan, provided thecompensation committee of our general partner determines that an adequate portion of the incentive payment grants areallocated to an investment fund indexed to the performance of our common units. For the years ended December 31, 2014,2013 and 2012, we reimbursed TransMontaigne LLC and its affiliates approximately $1.5 million, $1.3 million and$1.3 million, respectively.The omnibus agreement also provides TransMontaigne LLC a right of first refusal to purchase our assets, subject tocertain exceptions discussed below and provided that TransMontaigne LLC agrees to pay no less than 105% of the purchaseprice offered by the third party bidder. Before we enter into any contract to sell such terminal or pipeline facilities, we mustgive written notice of all material terms of such proposed sale to TransMontaigne LLC.18 Table of ContentsTransMontaigne LLC will then have the sole and exclusive option, for a period of 45 days following receipt of the notice, topurchase the subject facilities for no less than 105% of the purchase price on the terms specified in the notice. Subject tocertain exceptions discussed below, TransMontaigne LLC also has a right of first refusal to contract for the use of any petroleum product storage capacity that (i) is put into commercial service after January 1, 2008, or (ii) was subject to aterminaling services agreement that expires or is terminated (excluding a contract renewable solely at the option of ourcustomer), provided that TransMontaigne LLC agrees to pay no less than 105% of the fees offered by the third partycustomer. The above rights of first refusal do not apply to any storage capacity or terminaling assets for whichTransMontaigne LLC, or an affiliate of TransMontaigne LLC, has, subsequent to July 2013, elected to terminate (or not renewupon expiration) its existing terminaling services agreement relating thereto.Secondment Agreement. On December 30, 2014, we entered into a secondment agreement with TransMontaigneServices LLC and TransMontaigne GP L.L.C. Under the secondment agreement, TransMontaigne Services LLC agrees tosecond to Partners certain personnel to provide the on-site operational, maintenance and administrative services necessary tooperate, manage and maintain the operations and assets of the Partnership in connection with its obligations under ouromnibus agreement with TransMontaigne LLC. The seconded personnel work under the direction, supervision and control ofthe Partnership. Partners is obligated to reimburse TransMontaigne LLC for the seconded personnel pursuant to the terms ofthe omnibus agreement.Significant Terminaling Services AgreementsSoutheast Terminaling Services Agreement—NGL. In connection with the NGL Acquisition, effective July 1, 2014,Morgan Stanley Capital Group assigned to NGL its obligations under our terminaling services agreement relating to ourSoutheast terminals, excluding the Collins/Purvis, Mississippi tankage. The Southeast terminaling services agreement withNGL will continue in effect unless and until NGL provides us at least 24 months’ prior notice of its intent to terminate theagreement. We have the right to terminate the terminaling services agreement effective at any time after July 31, 2023 byproviding at least 24 months’ prior notice to NGL.Southeast Terminaling Services Agreement—Morgan Stanley Capital Group. In connection with the NGLAcquisition, the Southeast terminaling services agreement provisions pertaining to the Collins/Purvis, Mississippi tankageremained with Morgan Stanley Capital Group. Morgan Stanley Capital Group had previously provided us 24 months’ priornotice that it would terminate its obligations under the Southeast terminaling services agreement relating to ourCollins/Purvis terminal effective December 31, 2015, which encompasses approximately 2.7 million barrels of light refinedproduct storage capacity. This termination notice does not encompass the Collins/Purvis additional light oil tankage, which ispart of a separate terminaling services agreement. We expect to re-contract the upcoming available space at Collins/Purvisprior to December 31, 2015 and at rates that are in excess of the current rates charged to Morgan Stanley Capital Group.Collins/Purvis Additional Light Oil Tankage—Morgan Stanley Capital Group. We have a terminaling servicesagreement with Morgan Stanley Capital Group at our Collins/Purvis, Mississippi terminal for approximately 0.7 millionbarrels of additional light refined product storage capacity. The agreement expires on June 30, 2018, after which theterminaling services agreement will continue in effect unless and until Morgan Stanley Capital Group provides us at least24 months’ prior notice of its intent to terminate the agreement.Midwest Terminaling Services Agreement—Morgan Stanley Capital Group. We have a terminaling servicesagreement with Morgan Stanley Capital Group at our Cushing, Oklahoma terminal for approximately 1.0 million barrels ofcrude oil storage capacity. The agreement expires on July 31, 2019, subject to a five‑year automatic renewal unlessterminated by Morgan Stanley Capital Group upon 180 days’ prior notice.Southeast Terminaling Services Agreement—United States Government. We have a terminaling services agreementwith the United States government at our Selma, North Carolina terminal for approximately 0.3 million barrels of light refinedproduct storage capacity. The agreement expires on April 30, 2017, with the United States government having the option toextend the agreement for two additional five‑year increments.Gulf Coast Terminaling Services Agreement—United States Government. We have a terminaling services19 Table of Contentsagreement with the United States government at our Port Everglades North, Florida terminal for approximately 0.1 millionbarrels of light refined product storage capacity. The agreement expires on May 31, 2015.Gulf Coast Terminaling Services Agreement—RaceTrac Petroleum Inc. We have terminaling services agreementswith RaceTrac Petroleum Inc. at our Tampa, Cape Canaveral, Port Manatee and Port Everglades South, Florida terminals forapproximately 2.2 million barrels of light refined product storage capacity. The agreements expire at various points in timebetween September 16, 2018 and September 15, 2019. The tankage at Port Manatee is currently not available to RaceTracPetroleum Inc. until the fall of 2015, upon the completion of certain enhancements by us at this terminal.Gulf Coast Terminaling Services Agreement—Marathon Petroleum Company LLC. We have a terminalingservices agreement with Marathon Petroleum Company LLC at our Cape Canaveral, Jacksonville, Port Manatee and PortEverglades North, Florida terminals for approximately 1.0 million barrels of asphalt storage capacity. The agreement expireson April 30, 2016.Gulf Coast Terminaling Services Agreement—Glencore Ltd. We have a terminaling services agreement withGlencore Ltd. at our Port Everglades North and Fisher Island, Florida terminals for approximately 1.4 million barrels of bunkerfuel storage capacity. The agreement expires on May 31, 2016, with Glencore Ltd. having the option to extend the agreementfor an additional three years.Gulf Coast Terminaling Services Agreement—World Fuel Services Corporation. We have terminaling servicesagreements with World Fuel Services Corporation at our Cape Canaveral, Florida terminal for approximately 0.1 millionbarrels of bunker fuel storage capacity and at our Port Everglades North, Florida terminal for approximately 0.4 million barrelsof light refined product storage capacity. The bunker fuel storage agreement expires on December 22, 2017. The light refinedproduct storage agreement is for a three year term commencing in the second quarter of 2015, with the option to extend forone year renewals unless terminated by either party upon 180 days’ prior notice.Gulf Coast Terminaling Services Agreement—Shell Oil Products U.S. We have a terminaling services agreementwith Shell Oil Products U.S. at our Pensacola, Florida terminal for approximately 0.2 million barrels of light refined productstorage capacity. The agreement expires on February 1, 2016.Midwest Terminaling Services Agreement—Shell Oil Products U.S. We have a terminaling services agreement withShell Oil Products U.S. at our Oklahoma City, Oklahoma terminal for approximately 0.2 million barrels of light refinedproduct storage capacity. The agreement expires on January 31, 2016.Midwest Capacity Agreement—Magellan Pipeline Company, L.P. We have a capacity agreement with MagellanPipeline Company, L.P. covering 100% of the capacity of our Razorback terminals and the use of our Razorback Pipeline,which runs from Mount Vernon, Missouri to Rogers, Arkansas. The agreement expires on February 28, 2024.Brownsville Terminaling Services Agreement—P.M.I. Trading Ltd. We have terminaling services agreements withP.M.I. Trading Ltd. at our Brownsville, Texas terminal for approximately 0.3 million barrels of heavy refined product storagecapacity. The agreements expire at various points in time between August 31, 2015 and February 6, 2016.Brownsville Terminaling Services Agreement—Nieto Trading, B.V. We have a terminaling and transportationservices agreement with Neito Trading, B.V. for approximately 33,000 barrels of LPG storage capacity at our Brownsville,Texas terminal and the use of our Ella-Brownsville and Diamondback pipelines. The agreement expires on September 30,2017.River Terminaling Services Agreement—Valero Marketing and Supply Company. We have a terminaling servicesagreement with Valero Marketing and Supply Company at six of our River terminals for approximately 0.6 million barrels oflight refined product storage capacity. The agreement expires on March 31, 2016.Other Terminaling Services Agreements. We have additional terminaling services agreements with other customersat our terminal facilities for throughput and storage of refined products, crude oil and other products. These agreementsinclude various minimum throughput commitments, storage commitments and other terms, including20 Table of Contentsduration, which we negotiate on a case‑by‑case basis.Operations and Reimbursement Agreement—FronteraEffective as of April 1, 2011, we entered into the Frontera Brownsville LLC joint venture, or “Frontera”, in which wehave a 50% ownership interest. In conjunction with us entering into the joint venture, we agreed to operate Frontera, inaccordance with an operations and reimbursement agreement executed between us and Frontera, for a management fee that isbased on our costs incurred. Our agreement with Frontera stipulates that we may resign as the operator at any time with theprior written consent of Frontera, or that we may be removed as the operator for good cause, which includes materialnoncompliance with laws and material failure to adhere to good industry practice regarding health, safety or environmentalmatters. For the years ended December 31, 2014, 2013 and 2012, we recognized revenue of approximately $4.0 million, $3.7million and $3.4 million, respectively, related to this operations and reimbursement agreement.Terminals and Pipeline Control OperationsThe pipelines we own or operate are operated via wireless, radio and frame relay communication systems from acentral control room located in Atlanta, Georgia. We also monitor activity at our terminals from this control room.The control center operates with Supervisory Control and Data Acquisition, or SCADA, systems. Our control center isequipped with computer systems designed to continuously monitor operational data, including refined product throughput,flow rates and pressures. In addition, the control center monitors alarms and throughput balances. The control center operatesremote pumps, motors, and valves associated with the receipt of refined products. The computer systems are designed toenhance leak‑detection capabilities, sound automatic alarms if operational conditions outside of pre‑established parametersoccur, and provide for remote‑controlled shutdown of pump stations on the pipeline. Pump stations and meter‑measurementpoints on the pipeline are linked by high speed communication systems for remote monitoring and control. In addition, ourCollins, Mississippi facility contains full back‑up/redundant disaster recovery systems covering all of our SCADA systems.Safety and MaintenanceWe perform preventive and normal maintenance on the pipeline and terminal systems we operate or own and makerepairs and replacements when necessary or appropriate. We also conduct routine and required inspections of the pipeline andterminal tanks we operate or own as required by code or regulation. External coatings and impressed current cathodicprotection systems are used to protect against external corrosion. We conduct all cathodic protection work in accordance withNational Association of Corrosion Engineers standards. We continually monitor, test, and record the effectiveness of thesecorrosion‑ inhibiting systems.We monitor the structural integrity of all of our Department of Transportation, or DOT, regulated pipeline systems.These pipeline systems include the 67‑mile Razorback pipeline; a 37‑mile pipeline, known as the “Pinebelt pipeline,” locatedin Covington County, Mississippi that transports refined petroleum liquids between our Collins and Collins/Purvis terminalfacilities; a one‑mile diesel fuel pipeline, known as the Bellemeade pipeline, owned by and operated for Dominion VirginiaPower Corp. in Richmond, Virginia; the Diamondback pipeline; and an approximately 18‑mile, bi‑directional refinedpetroleum liquids pipeline in Texas, known as the “MB pipeline,” that we operate and maintain on behalf of PMI ServicesNorth America, Inc., an affiliate of PEMEX. The maintenance of structural integrity includes a program of periodic internalinspections as well as hydrostatic testing that conforms to Federal standards. Beginning in 2002, the DOT required internalinspections or other integrity testing of all DOT‑regulated crude oil and refined product pipelines. We believe that thepipelines we own and manage meet or exceed all DOT inspection requirements for pipelines located in the United States.21 Table of ContentsMaintenance facilities containing equipment for pipe repairs, spare parts, and trained response personnel are locatedalong all of these pipelines. Employees participate in simulated spill deployment exercises on a regular basis. They alsoparticipate in actual spill response boom deployment exercises in planned spill scenarios in accordance with Oil Pollution Actof 1990 requirements. We believe that the pipelines we own and manage have been constructed and are maintained in allmaterial respects in accordance with applicable federal, state, and local laws and the regulations and standards prescribed bythe American Petroleum Institute, the DOT, and accepted industry practice.At our terminals, tanks designed for gasoline storage are equipped with internal or external floating roofs designed tominimize emissions and prevent potentially flammable vapor accumulation between fluid levels and the roof of the tank. Ourterminal facilities have all required facility response plans, spill prevention and control plans, and other plans and programs torespond to emergencies.Many of our terminal loading racks are protected with fire protection systems activated by either heat sensors or anemergency switch. Several of our terminals also are protected by foam systems that are activated in case of fire.Safety RegulationWe are subject to regulation by the DOT under the Pipeline Inspection, Protection, Enforcement and Safety Act of2006, or PIPES, and comparable state statutes relating to the design, installation, testing, construction, operation, replacementand management of the pipeline facilities we operate or own. PIPES covers petroleum and petroleum products and requiresany entity that owns or operates pipeline facilities to comply with such regulations and also to permit access to and copyingof records and to make certain reports and provide information as required by the Secretary of Transportation. We believe thatwe are in material compliance with these PIPES regulations.The DOT Office of Pipeline and Hazardous Materials Safety Administration, or PHMSA, has promulgated regulationsthat require qualification of pipeline personnel. These regulations require pipeline operators to develop and maintain a writtenqualification program for individuals performing covered tasks on pipeline facilities. The intent of these regulations is toensure a qualified work force and to reduce the probability and consequence of incidents caused by human error. Theregulations establish qualification requirements for individuals performing covered tasks, and amends certain trainingrequirements in existing regulations. We believe that we are in material compliance with these PHMSA regulations.We also are subject to PHMSA regulation for High Consequence Areas, or HCAs, for Category 2 pipeline systems(companies operating less than 500 miles of jurisdictional pipeline). This regulation specifies how to assess, evaluate, repairand validate the integrity of pipeline segments that could impact populated areas, areas unusually sensitive to environmentaldamage and commercially navigable waterways, in the event of a release. The pipelines we own or manage are subject to theserequirements. The regulation requires an integrity management program that utilizes internal pipeline inspection, pressuretesting, or other equally effective means to assess the integrity of pipeline segments in HCAs. The program requires periodicreview of pipeline segments in HCAs to ensure adequate preventative and mitigative measures exist. Through this program,we evaluated a range of threats to each pipeline segment’s integrity by analyzing available information about the pipelinesegment and consequences of a failure in an HCA. The regulation requires prompt action to address integrity issues raised bythe assessment and analysis. We have completed baseline assessments for all segments.Our terminals also are subject to various state regulations regarding our storage of refined product in abovegroundstorage tanks. These regulations require, among other things, registration of tanks, financial assurances and inspection andtesting, consistent with the standards established by the American Petroleum Institute. We have completed baselineassessments for all of the segments and believe that we are in material compliance with these aboveground storage tankregulations.We also are subject to the requirements of the federal Occupational Safety and Health Act, or OSHA, and comparablestate statutes that regulate the protection of the health and safety of workers. In addition, the OSHA hazard communicationstandard, the Environmental Protection Agency, or EPA, community right‑to‑know regulations under Title III of the FederalSuperfund Amendment and Reauthorization Act, and comparable state statutes require us to22 Table of Contentsorganize and disclose information about the hazardous materials used in our operations. Certain parts of this information mustbe reported to employees, state and local governmental authorities, and local citizens upon request. We believe that we are inmaterial compliance with OSHA and state requirements, including general industry standards, record keeping requirementsand monitoring of occupational exposures.In general, we expect to increase our expenditures during the next decade to comply with higher industry andregulatory safety standards such as those described above. Although we cannot estimate the magnitude of such expendituresat this time, we do not believe that they will have a material adverse impact on our results of operations.Environmental MattersOur operations are subject to stringent and complex laws and regulations pertaining to health, safety and theenvironment. As an owner or operator of refined product terminals and pipelines, we must comply with these laws andregulations at federal, state and local levels. These laws and regulations can restrict or impact our business activities in manyways, such as:•requiring remedial action to mitigate releases of hydrocarbons, hazardous substances or wastes caused by ouroperations or attributable to former operators;•requiring capital expenditures to comply with environmental control requirements; and•enjoining the operations of facilities deemed in non‑compliance with permits issued pursuant to suchenvironmental laws and regulations.Failure to comply with these laws and regulations may trigger a variety of administrative, civil and criminalenforcement measures, including the assessment of monetary penalties, the imposition of remedial requirements, and theissuance of orders enjoining future operations. Certain environmental statutes impose strict, joint and several liability for costsrequired to cleanup and restore sites where hydrocarbons, hazardous substances or wastes have been released or disposed of.Moreover, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury andproperty damage allegedly caused by the release of hydrocarbons, hazardous substances or other wastes into the environment.The trend in environmental regulation is to place more restrictions and limitations on activities that may affect theenvironment. As a result, there can be no assurance as to the amount or timing of future expenditures that may be required forenvironmental compliance or remediation, and actual future expenditures may be different from the amounts we currentlyanticipate. We try to anticipate future regulatory requirements that may affect our operations and to plan accordingly tocomply with and minimize the costs of such requirements.We do not believe that compliance with federal, state or local environmental laws and regulations will have amaterial adverse effect on our business, financial position or results of operations. In addition, we believe that the variousenvironmental activities in which we are presently engaged are not expected to materially interrupt or diminish ouroperational ability. We cannot assure you, however, that future events, such as changes in existing laws, the promulgation ofnew laws, or the development or discovery of new facts or conditions will not cause us to incur significant costs. Thefollowing is a discussion of certain potential material environmental concerns that relate to our business.Water. The Federal Water Pollution Control Act of 1972, renamed and amended as the Clean Water Act or CWA,imposes strict controls against the discharge of pollutants, including oil and its derivatives into navigable waters. Thedischarge of pollutants into regulated waters is prohibited except in accordance with the regulations issued by the EPA or thestate. We are subject to various types of storm water discharge requirements at our terminals. The EPA and a number of stateshave adopted regulations that require us to obtain permits to discharge storm water run‑off from our facilities. Such permitsmay require us to monitor and sample the effluent from our operations. The cost involved in obtaining and renewing thesestorm water permits is not material. We believe that we are in substantial compliance with effluent limitations at our facilitiesand with the CWA generally.The CWA provides penalties for any discharges of petroleum products in reportable quantities and imposessubstantial potential liability for the costs of removing an oil or hazardous substance spill. State laws for the control of waterpollution also provide for various civil and criminal penalties and liabilities in the event of a release of petroleum23 Table of Contentsor its derivatives in surface waters or into the groundwater. Spill prevention control and countermeasure requirements offederal laws require, among other things, appropriate containment be constructed around product storage tanks to help preventthe contamination of navigable waters in the event of a product tank spill, rupture or leak.The primary federal law for oil spill liability is the Oil Pollution Act of 1990, as amended, or OPA, which addressesthree principal areas of oil pollution—prevention, containment and cleanup. It applies to vessels, offshore platforms, andonshore facilities, including terminals, pipelines and transfer facilities. In order to handle, store or transport oil, shore facilitiesare required to file oil spill response plans with the United States Coast Guard, the OPS, or the EPA. Numerous states haveenacted laws similar to OPA. Under OPA and similar state laws, responsible parties for a regulated facility from which oil isdischarged may be liable for removal costs and natural resources damages. We believe that we are in substantial compliancewith regulations pursuant to OPA and similar state laws.Contamination resulting from spills or releases of refined products is an inherent risk in the petroleum terminal andpipeline industry. To the extent that groundwater contamination requiring remediation exists around the facilities we own as aresult of past operations, we believe any such contamination is being controlled or remedied without having a materialadverse effect on our financial condition. However, such costs can be unpredictable and are site specific and, therefore, theeffect may be material in the aggregate.Air Emissions. Our operations are subject to the federal Clean Air Act, or CAA, and comparable state and localstatutes. The CAA requires most industrial operations in the United States to incur expenditures to meet the air emissioncontrol standards that are developed and implemented by the EPA and state environmental agencies. These laws andregulations regulate emissions of air pollutants from various industrial sources, including our operations, and also imposevarious monitoring and reporting requirements. Such laws and regulations may require a facility to obtain pre‑approval for theconstruction or modification of certain projects or facilities expected to produce air emissions or result in the increase ofexisting air emissions and obtain and strictly comply with air permits containing requirements.Most of our terminaling operations require air permits. These operations generally include volatile organiccompound emissions (primarily hydrocarbons) associated with truck loading activities and tank working and breathing losses.The sources of these emissions are strictly regulated through the permitting process. Such regulation includes stringent controltechnology and extensive permit review and periodic renewal. The cost involved in obtaining and renewing these permits isnot material.Moreover, any of our facilities that emit volatile organic compounds or nitrogen oxides and are located in ozonenon‑attainment areas face increasingly stringent regulations, including requirements to install various levels of controltechnology on sources of pollutants. We believe that we are in substantial compliance with existing standards and regulationspursuant to the CAA and similar state and local laws, and we do not anticipate that implementation of additional regulationswill have a material adverse effect on us.Congress and numerous states are currently considering proposed legislation directed at reducing “greenhouse gasemissions.” It is not possible at this time to predict how future legislation that may be enacted to address greenhouse gasemissions would impact our operations. We believe we are in compliance with existing federal and state greenhouse gasreporting regulations. Although future laws and regulations could result in increased compliance costs or additional operatingrestrictions, they are not expected to have a material adverse effect on our business, financial position, results of operationsand cash flows.Hazardous and Solid Waste. Our operations are subject to the Federal Resource Conservation and Recovery Act, asamended, or RCRA, and comparable state laws, which impose detailed requirements for the handling, storage, treatment, anddisposal of hazardous and solid waste. All of our terminal facilities are classified by the EPA as Conditionally Exempt SmallQuantity Generators. Our terminals do not generate hazardous waste except in isolated and infrequent cases. At such times,only third party disposal sites which have been audited and approved by us are used. Our operations also generate solid wastesthat are regulated under state law or the less stringent solid waste requirements of RCRA. We believe that we are in substantialcompliance with the existing requirements of RCRA and similar state and local laws, and the cost involved in complying withthese requirements is not material.Site Remediation. The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, asamended, or CERCLA, also known as the “Superfund” law, and comparable state laws impose liability without regard to faultor the legality of the original conduct, on certain classes of persons responsible for the release of hazardous substances into theenvironment. Such classes of persons include the current and past owners or operators of sites where24 Table of Contentsa hazardous substance was released, and companies that disposed or arranged for disposal of hazardous substances at offsitelocations such as landfills. In the course of our operations we will generate wastes or handle substances that may fall withinthe definition of a “hazardous substance.” CERCLA authorizes the EPA and, in some cases, third parties to take actions inresponse to threats to the public health or the environment and to seek to recover from the responsible classes of persons thecosts they incur. Under CERCLA, we could be subject to joint and several liability for the costs of cleaning up and restoringsites where hazardous substances have been released, for damages to natural resources and for the costs of certain healthstudies. We believe that we are in substantial compliance with the existing requirements of CERCLA.We currently own, lease, or operate numerous properties and facilities that for many years have been used forindustrial activities, including refined product terminaling operations. Hazardous substances, wastes, or hydrocarbons mayhave been released on or under the properties owned or leased by us, or on or under other locations where such substanceshave been taken for disposal. In addition, some of these properties have been operated by third parties or by previous ownerswhose treatment and disposal or release of hazardous substances, wastes, or hydrocarbons, was not under our control. Theseproperties and the substances disposed or released on them may be subject to CERCLA, RCRA and analogous state laws.Under such laws, we could be required to remove previously disposed substances and wastes (including substances disposedof or released by prior owners or operators) or remediate contaminated property (including groundwater contamination,whether from prior owners or operators or other historic activities or spills).Under an indemnification agreement, which contains the indemnification terms previously set forth in the omnibusagreement, TransMontaigne LLC agreed to indemnify us against potential environmental claims, losses and expenses thatwere identified on or before May 27, 2010 and that were associated with the ownership or operation of the Florida andMidwest terminals prior to May 27, 2005. TransMontaigne LLC’s maximum liability for this indemnification obligation is$15.0 million and it has no obligation to indemnify us for aggregate losses until such losses exceed $250,000 in theaggregate. TransMontaigne LLC has no indemnification obligations with respect to environmental claims made as a result ofadditions to or modifications of environmental laws promulgated after May 27, 2005. TransMontaigne LLC estimates that thetotal cost for remediating the contamination at the Florida terminals will be between approximately $3.3 million andapproximately $7.3 million. TransMontaigne LLC’s activities are being administered in part by the Florida Department ofEnvironmental Protection under state administered programs that encourage and help to fund all or a portion of the cleanup ofcontaminated sites. Under these programs, TransMontaigne LLC has received, and believes that it is eligible to continue toreceive, state reimbursement of a significant portion of the costs associated with the remediation of the Florida terminals. Assuch, TransMontaigne LLC believes that its share of the total remediation liability, net of probable reimbursements, will bebetween approximately $0.4 million and approximately $2.8 million.Under the purchase agreement for the Brownsville, Texas and River facilities, TransMontaigne LLC agreed toindemnify us against potential environmental claims, losses and expenses that were identified on or before December 31, 2011and that were associated with the ownership or operation of the Brownsville and River facilities prior to December 31, 2006.Our environmental losses must first exceed $250,000 and TransMontaigne LLC’s indemnification obligations are capped at$15.0 million. The deductible amount, cap amount and time limitation for indemnification do not apply to any environmentalliabilities known to exist as of December 31, 2006. TransMontaigne LLC has no indemnification obligations with respect toenvironmental claims made as a result of additions to or modifications of environmental laws promulgated after December 31,2006. TransMontaigne LLC believes that its total remediation liability, net of probable reimbursements, for the Brownsvilleand River facilities will be between approximately $0.2 million and approximately $0.8 million.Under the purchase agreement for the Southeast facilities, TransMontaigne LLC has agreed to indemnify us againstpotential environmental claims, losses and expenses that were identified on or before December 31, 2012 and that wereassociated with the ownership or operation of the Southeast terminals prior to December 31, 2007. Our environmental lossesmust first exceed $250,000 and TransMontaigne LLC’s indemnification obligations are capped at $15.0 million. Thedeductible amount, cap amount and time limitation for indemnification do not apply to any environmental liabilities knownto exist as of December 31, 2007. TransMontaigne LLC has no indemnification obligations with respect to environmentalclaims made as a result of additions to or modifications of environmental laws promulgated after December 31, 2007.TransMontaigne LLC believes its total remediation liability for the Southeast facilities will be between approximately$1.3 million and approximately $2.2 million.25 Table of ContentsUnder the purchase agreement for the Pensacola, Florida terminal, TransMontaigne LLC agreed to indemnify usagainst potential environmental claims, losses and expenses that are identified on or before March 1, 2016, and that wereassociated with the ownership or operation of the Pensacola terminal prior to March 1, 2011. Our environmental losses mustfirst exceed $200,000 and TransMontaigne LLC’s indemnification obligations are capped at $2.5 million. The deductibleamount, cap amount and limitation of time for indemnification do not apply to any environmental liabilities known to exist asof March 1, 2011. TransMontaigne LLC has no indemnification obligations with respect to environmental claims made as aresult of additions to or modifications of environmental laws promulgated after March 1, 2011.Endangered Species Act. The Endangered Species Act restricts activities that may affect endangered or threatenedspecies or their habitats. While some of our facilities are in areas that may be designated as habitat for endangered orthreatened species, we believe that we are in substantial compliance with the Endangered Species Act. However, the discoveryof previously unidentified endangered or threatened species could cause us to incur additional costs or become subject tooperating restrictions or bans in the affected area.Operational Hazards and InsuranceOur terminal and pipeline facilities may experience damage as a result of an accident or natural disaster. Thesehazards can cause personal injury and loss of life, severe damage to and destruction of property and equipment, pollution orenvironmental damage and suspension of operations. We maintain insurance of various types that we consider adequate tocover our operations, properties and loss of income at specified locations. Coverage for domestic acts of terrorism as defined inTerrorism Risk Insurance Program Reauthorization Act 2007 are covered under certain casualty insurance policies.The insurance covers all of our facilities in amounts that we consider to be reasonable. The insurance policies aresubject to deductibles that we consider reasonable and not excessive. Our insurance does not cover every potential riskassociated with operating terminals, pipelines and other facilities. Consistent with insurance coverage generally available tothe industry, our insurance policies provide limited coverage for losses or liabilities relating to pollution, with broadercoverage for sudden and accidental occurrences.We share insurance policies, including our general liability and pollution policies, with TransMontaigne LLC. Thesepolicies contain caps on the insurer’s maximum liability under the policy, and claims made by either of TransMontaigne LLCor us are applied against the caps. The possibility exists that, in any event in which we wish to make a claim under a sharedinsurance policy, our claim could be denied or only partially satisfied due to claims made by TransMontaigne LLC againstthe policy cap.Tariff RegulationThe Razorback pipeline, which runs between Mount Vernon, Missouri and Rogers, Arkansas, the Diamondbackpipeline, which runs between Brownsville, Texas and the United States‑ Mexico border, and the Ella‑Brownsville pipeline,which runs from two points of origin in Texas to our Brownsville terminal, transport petroleum products subject to regulationby the FERC under the Interstate Commerce Act and the Energy Policy Act of 1992 and rules and orders promulgated underthose statutes. FERC regulation requires that the rates of pipelines providing interstate service, such as the Razorback,Diamondback and Ella‑Brownsville pipelines, be filed at FERC and posted publicly, and that these rates be “just andreasonable” and nondiscriminatory. Such rates are currently regulated by the FERC primarily through an index methodology,whereby a pipeline is allowed to change its rates based on the change from year to year in the Producer Price Index forFinished Goods (PPI‑FG), plus a 1.3 percent adjustment for the period July 1, 2006 through June 30, 2011, and a 2.65 percentadjustment for the five‑year period beginning July 1, 2011. In the alternative, interstate pipeline companies may elect tosupport rate filings by using a cost‑of‑service methodology, competitive market showings, or actual agreements betweenshippers and the oil pipeline company.The FERC generally has not investigated interstate oil pipeline rates on its own initiative when those rates have notbeen the subject of a protest or a complaint by a shipper. A shipper or other party having a substantial economic interest in ourrates could, however, challenge our rates. In response to such challenges, the FERC could investigate our rates. If our rateswere successfully challenged, the amount of cash available for distribution to unitholders could be26 Table of Contentsreduced. In the absence of a challenge to our rates, given our ability to utilize either filed rates as annually indexed or toutilize rates tied to cost of service methodology, competitive market showing, or actual agreements between shippers and us,we do not believe that FERC’s regulations governing oil pipeline ratemaking would have any negative material monetaryimpact on us unless the regulations were substantially modified in such a manner so as to effectively prevent a pipelinecompany’s ability to earn a fair return for the shipment of petroleum products utilizing its transportation system, which webelieve to be an unlikely scenario.On July 20, 2004, the United States Court of Appeals for the District of Columbia Circuit, or D.C. Circuit, issued itsopinion in BP West Coast Products, LLC v. FERC, which vacated the portion of the FERC’s decision applying the Lakeheadpolicy, under which the FERC allowed a regulated entity organized as a master limited partnership to include in itscost‑of‑service an income tax allowance to the extent that entity’s unitholders were corporations subject to income tax. OnMay 4, 2005, the FERC adopted a policy statement providing that all entities owning public utility assets—oil and gaspipelines and electric utilities—would be permitted to include an income tax allowance in their cost‑of‑service rates to reflectthe actual or potential income tax liability attributable to their public utility income, regardless of the form of ownership. Anytax pass‑through entity seeking an income tax allowance would have to establish that its partners or members have an actualor potential income tax obligation on the entity’s public utility income. The FERC’s new policy was subsequently challengedbefore the D.C. Circuit and on May 29, 2007, the D.C. Circuit denied the petitions for review with respect to the income taxallowance issues. As the FERC continues to apply this policy in individual cases, the ultimate impact remains uncertain. If theFERC were to act to substantially reduce or eliminate the right of a master limited partnership to include in its cost‑of‑servicean income tax allowance to reflect actual or potential income tax liability on public utility income, it may affect theRazorback, Ella‑Brownsville and Diamondback pipelines’ ability to justify their rates if challenged in a protest or complaint.In addition to being regulated by the FERC, we are required to maintain a Presidential Permit from the United StatesDepartment of State to operate and maintain the Diamondback pipeline, because the pipeline transports petroleum productsacross the international boundary line between the United States and Mexico. The Department of State’s regulations do notaffect our rates but do require the agency’s approval for the international crossing. We do not believe that these regulationswould have any negative material monetary impact on us unless the regulations were substantially modified, which webelieve to be an unlikely scenario.Title to PropertiesThe Razorback and Diamondback pipelines are generally constructed on easements and rights-of-way granted by theapparent record owners of the property and in some instances these grants are revocable at the election of the grantor. Severalrights‑of‑way for the Razorback pipeline and other real property assets are shared with other pipelines and other assets ownedby affiliates of TransMontaigne LLC and by third parties. In many instances, lands over which rights‑of‑way have beenobtained are subject to prior liens that have not been subordinated to the right‑of‑way grants. We have obtained permits frompublic authorities to cross over or under, or to lay facilities in or along, watercourses, county roads, municipal streets, and statehighways and, in some instances, these permits are revocable at the election of the grantor. We have also obtained permitsfrom railroad companies to cross over or under lands or rights‑of‑way, many of which are also revocable at the grantor’selection. In some cases, property for pipeline purposes was purchased in fee.Some of the leases, easements, rights‑of‑way, permits, licenses and franchise ordinances transferred to us will requirethe consent of the grantor to transfer these rights, which in some instances is a governmental entity. Our general partner hasobtained or is in the process of obtaining sufficient third‑ party consents, permits, and authorizations for the transfer of thefacilities necessary for us to operate our business in all material respects as described in this annual report. With respect to anyconsents, permits, or authorizations that have not been obtained, our general partner believes that these consents, permits, orauthorizations will be obtained, or that the failure to obtain these consents, permits, or authorizations would not have amaterial adverse effect on the operation of our business.Our general partner believes that we have satisfactory title to all of our assets. Although title to these properties issubject to encumbrances in some cases, such as customary interests generally retained in connection with acquisition of realproperty, liens that can be imposed in some jurisdictions for government‑initiated action to cleanup environmentalcontamination, liens for current taxes and other burdens, and easements, restrictions, and other27 Table of Contentsencumbrances to which the underlying properties were subject at the time of our acquisition, our general partner believes thatnone of these burdens should materially detract from the value of these properties or from our interest in these properties orshould materially interfere with their use in the operation of our business.EmployeesTransMontaigne GP L.L.C. is our general partner and manages our operations and activities. TransMontaigne GPL.L.C. is an indirect wholly owned subsidiary of TransMontaigne LLC which is a wholly owned subsidiary of NGL. Prior toJanuary 1, 2015, TransMontaigne Services LLC, a wholly owned subsidiary of TransMontaigne LLC, employed the personalwho provide support to TransMontaigne LLC’s operations, as well as our operations. As of January 1, 2015 TransMontaigneServices LLC had approximately 510 employees, of whom 335 provided services directly to us. Effective January 1, 2015, allthe employees of TransMontaigne Services LLC became employees of NGL Energy Operating, LLC (“NGL EnergyOperating”). As of February 27, 2015, none of NGL Energy Operating’s employees who provide services directly to us werecovered by a collective bargaining agreement. NGL Energy Operating considers its relations with such employees to be good.On December 30, 2014, we entered into a secondment agreement with TransMontaigne Services LLC andTransMontaigne GP L.L.C. Under the secondment agreement, TransMontaigne Services LLC agrees to second, or cause NGLEnergy Operating to second, to Partners certain personnel to provide the on-site operational, maintenance and administrativeservices necessary to operate, manage and maintain the operations and assets of the Partnership in connection with itsobligations under our omnibus agreement with TransMontaigne LLC. The seconded personnel work under the direction,supervision and control of the Partnership. Partners is obligated to reimburse TransMontaigne LLC for the secondedpersonnel pursuant to the terms of the omnibus agreement.28 Table of Contents ITEM 1A. RISK FACTORSOur business, operations and financial condition are subject to various risks. You should consider carefully thefollowing risk factors, in addition to the other information set forth in this annual report in connection with any investmentin our securities. Limited partner interests are inherently different from the capital stock of a corporation, although many ofthe business risks to which we are subject are similar to those that would be faced by a corporation engaged in a similarbusiness. If any of the following risks actually occurs, our business, financial condition, results of operations or cash flowscould be materially adversely affected. In that case, we might not be able to continue to make distributions on our commonunits at current levels, or at all. As a result of any of these risks, the market value of our common units representing limitedpartnership interests could decline, and investors could lose all or a part of their investment.Risks Inherent in Our BusinessWe may not have sufficient cash from operations to enable us to maintain or grow the distribution to ourunitholders following establishment of cash reserves and payment of fees and expenses, including payments to our generalpartner.The amount of cash we can distribute on our common units principally depends upon the amount of cash we generatefrom our operations, which will fluctuate from quarter to quarter based on, among other things:•the level of consumption of products in the markets in which we operate;•the prices we obtain for our services;•the level of our operating costs and expenses, including payments to our general partner; and•prevailing economic conditions.Additionally, the actual amount of cash we have available for distribution to our unitholders depends on other factorssuch as:•the level of capital expenditures we make;•the restrictions contained in our debt instruments and our debt service requirements;•fluctuations in our working capital needs; and•the amount, if any, of reserves, including reserves for future capital expenditures and other matters, established byour general partner in its discretion.The amount of cash we have available for distribution to our unitholders depends primarily on our cash flow,including cash flow from operations and working capital borrowings, and not solely on profitability, which will be affected bynon‑cash items. As a result, we may make cash distributions to our unitholders during periods when we incur net losses andmay not make cash distributions to our unitholders during periods when we generate net earnings. We may not be able toobtain debt or equity financing on terms that are favorable to us, if at all, and we may be required to fund our working capitalrequirements principally on cash generated by our operations and borrowings under our amended and restated senior securedcredit facility. As a result, we may not be able to maintain or grow our quarterly distribution to our unitholders.We depend upon a relatively small number of customers for a substantial majority of our revenue. A substantialreduction of revenue from one or more of these customers would have a material adverse effect on our financial conditionand results of operations.We expect to derive a substantial majority of our revenue from a small number of significant customers for theforeseeable future. Events that adversely affect the business operations of any one or more of our significant customers mayadversely affect our financial condition or results of operations. Therefore, we are indirectly subject to the business risks of oursignificant customers, many of which are similar to the business risks we face. For example, a material decline in refinedpetroleum product supplies available to our customers, or a significant decrease in our customers’29 Table of Contentsability to negotiate marketing contracts on favorable terms, could result in a material decline in the use of our tank capacity orthroughput of product at our terminal facilities, which would likely cause our revenue and results of operations to decline. Inaddition, if any of our significant customers were unable to meet their contractual commitments to us for any reason, then ourrevenue and cash flow would decline.The omnibus agreement expires on the earlier to occur of TransMontaigne LLC ceasing to control our generalpartner or following at least 24 months’ prior written notice to the other parties.We cannot predict whether an acquirer of TransMontaigne LLC or our general partner will seek to terminate, amendor modify the terms of the omnibus agreement, which may be terminated following at least 24 months’ prior written notice. Ifwe are not successful in negotiating acceptable terms with such successor, if we are required to pay a higher administrative fee,or if we must incur substantial costs to replicate the services currently provided by TransMontaigne LLC and its affiliatesunder the omnibus agreement, our financial condition and results of operations could be materially adversely affected.We are exposed to the credit risks of NGL Energy Partners LP (“NGL”) and our other significant customers whichcould affect our creditworthiness. Any material nonpayment or nonperformance by such customers could also adverselyaffect our financial condition and results of operations.Because of NGL’s ownership interest in and control of us, the strong operational links between NGL and us and ourreliance on NGL for a majority of our revenue, if one or more credit rating agencies were to view unfavorably the credit qualityof NGL, we could experience an increase in our borrowing costs or difficulty accessing capital markets. Such a developmentcould adversely affect our ability to grow our business.We have various credit terms with virtually all of our customers, and our customers have varying degrees ofcreditworthiness. Although we evaluate the creditworthiness of each of our customers, we may not always be able to fullyanticipate or detect deterioration in their creditworthiness and overall financial condition, which could expose us to risks ofloss resulting from nonpayment or nonperformance by our other significant customers. Some of our significant customers maybe highly leveraged and subject to their own operating and regulatory risks. Any material nonpayment or nonperformance byour other significant customers could require us to pursue substitute customers for our affected assets or provide alternativeservices. There can be no assurance that any such efforts would be successful or would provide similar revenue. These eventscould adversely affect our financial condition and results of operations.The obligations of several of our key customers under their terminaling services agreements may be reduced orsuspended in some circumstances, which would adversely affect our financial condition and results of operations.Our agreements with several of our significant customers provide that, if any of a number of events occur, which werefer to as events of force majeure, and the event renders performance impossible with respect to a facility, usually for aspecified minimum period of days, our customer’s obligations would be temporarily suspended with respect to that facility.Force majeure events include, but are not limited to, wars, acts of enemies, embargoes, import or export restrictions, strikes,lockouts, acts of nature, including fires, storms, floods, hurricanes, explosions and mechanical or physical failures of ourequipment or facilities or those of third parties. In the event of a force majeure, a significant customer’s minimum revenuecommitment may be reduced or the contract may be subject to termination. As a result, our revenue and results of operationscould be materially adversely affected.30 Table of ContentsA material portion of our operations are conducted through joint ventures, over which we do not maintain fullcontrol and which have unique risks. A material portion of our operations are conducted through joint ventures. We are entitled to appoint a member to theBOSTCO board of managers and maintain certain rights of approval over significant changes to, or expansion of, BOSTCO’sbusiness, however Kinder Morgan serves as the operator of BOSTCO and is responsible for its day-to-day operations. Although we serve as the operator of Frontera, there are restrictions and limitations on our authority to take certain materialactions absent the consent of our joint venture partner. With respect to our existing joint ventures, we share ownership withpartners that may not always share our goals and objectives. Differences in views among the partners may result in delayeddecisions or failures to agree on major matters, such as large expenditures or contractual commitments, the construction ofassets or borrowing money, among others. Delay or failure to agree may prevent action with respect to such matters, eventhough such action may not serve our best interest or that of the joint venture. Accordingly, delayed decisions anddisagreements could adversely affect the business and operations of the joint ventures and, in turn, our business andoperations. From time to time, our joint ventures may be involved in disputes or legal proceedings which may negativelyaffect our investments. Accordingly, any such occurrences could adversely affect our financial condition, operating resultsand cash flows. Competition from other terminals and pipelines that are able to supply our customers with storage capacity at alower price could adversely affect our financial condition and results of operations.We face competition from other terminals and pipelines that may be able to supply our customers with integratedterminaling services on a more competitive basis. We compete with national, regional and local terminal and pipelinecompanies, including the major integrated oil companies, of widely varying sizes, financial resources and experience. Ourability to compete could be harmed by factors we cannot control, including:•price competition from terminal and transportation companies, some of which are substantially larger than us andhave greater financial resources and control substantially greater product storage capacity, than we do;•the perception that another company may provide better service; and•the availability of alternative supply points or supply points located closer to our customers’ operations.If we are unable to compete with services offered by other enterprises, our financial condition and results ofoperations would be adversely affected.Our continued working capital requirements, distributions to unitholders and expansion programs may requireaccess to additional capital. Tightened credit markets or more expensive capital could impair our ability to maintain orgrow our operations, or to fund distributions to our unitholders.Our primary liquidity needs are to fund our working capital requirements, distributions to unitholders, approvedcapital projects and future expansion, development and acquisition opportunities. Our amended and restated senior securedcredit facility provides for a maximum borrowing line of credit equal to $400 million. At December 31, 2014, our outstandingborrowings were $252 million. At December 31, 2014, the capital expenditures to complete the approved additionalinvestments and expansion capital projects are estimated to be approximately $15 million. We expect to fund our futureinvestments and expansion capital expenditures with additional borrowings under our credit facility. If we cannot obtainadequate financing to complete the approved investments and capital projects while maintaining our current operations, wemay not be able to continue to operate our business as it is currently conducted, or we may be unable to maintain or grow thequarterly distribution to our unitholders.Moreover, our long term business strategies include acquiring additional energy‑related terminaling andtransportation facilities and further expansion of our existing terminal capacity. We will need to raise additional funds to growour business and implement these strategies. We anticipate that such additional funds would be raised through equity or debtfinancings. Any equity or debt financing, if available at all, may not be on terms that are favorable to us.31 Table of ContentsLimitations on our access to capital, including on our ability to issue additional debt and equity, could result from events orcauses beyond our control, and could include, among other factors, significant increases in interest rates, increases in the riskpremium required by investors, generally or for investments in energy‑related companies or master limited partnerships,decreases in the availability of credit or the tightening of terms required by lenders. An inability to access the capital marketsmay result in a substantial increase in our leverage and have a detrimental impact on our creditworthiness. If we cannot obtainadequate financing, we may not be able to fully implement our business strategies, and our business, results of operations andfinancial condition would be adversely affected.If we do not make acquisitions or make acquisitions on economically acceptable terms, any future growth of ourbusiness will be limited and the price of our limited partnership units may be adversely affected.Our ability to grow has been dependent principally on our ability to make acquisitions that are attractive becausethey are expected to result in an increase in our quarterly distributions to unitholders. Our ability to acquire facilities will bebased, in part, on divestitures of product terminal and transportation facilities by large industry participants. A materialdecrease in such divestitures could therefore limit our opportunities for future acquisitions.In addition, we may be unable to make attractive acquisitions for any of the additional following reasons, amongothers:•because we are outbid by competitors, some of which are substantially larger than us and have greater financialresources and lower costs of capital than we do;•because we are unable to identify attractive acquisition candidates or negotiate acceptable purchase contractswith them, or acceptable terminaling services contracts with them or another customer; or•because we are unable to raise financing for such acquisitions on economically acceptable terms.If we consummate future acquisitions, our capitalization and results of operations may change significantly, andunitholders will not have the opportunity to evaluate the economic, financial and other relevant information that we willconsider in determining the application of our capital resources.Any acquisitions we make are subject to substantial risks, which could adversely affect our financial condition andresults of operations.Any acquisition involves potential risks, including risks that we may:•fail to realize anticipated benefits, such as cost‑savings or cash flow enhancements;•decrease our liquidity by using a significant portion of our available cash or borrowing capacity to financeacquisitions;•significantly increase our interest expense or financial leverage if we incur additional debt to financeacquisitions;•encounter difficulties operating in new geographic areas or new lines of business;•incur or assume unanticipated liabilities, losses or costs associated with the business or assets acquired for whichwe are not indemnified or for which the indemnity is inadequate;•be unable to hire, train or retain qualified personnel to manage and operate our growing business and assets;•less effectively manage our historical assets because of the diversion of management’s attention; or32 Table of Contents•incur other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation orrestructuring charges.If any acquisitions we ultimately consummate result in one or more of these outcomes, our financial condition andresults of operations may be adversely affected.A significant decrease in demand for refined products due to alternative fuel sources, new technologies or adverseeconomic conditions may cause one or more of our significant customers to reduce their use of our tank capacity andthroughput volumes at our terminal facilities, which would adversely affect our financial condition and results ofoperations.Market uncertainties, adverse economic conditions or lack of consumer confidence resulting in lower consumerspending on gasolines, distillates and travel, and high prices of refined products may cause a reduction in demand for refinedproducts, which could result in a material decline in the use of our tank capacity or throughput of product at our terminalfacilities. Additionally, the volatility in the price of refined products may render our customers’ hedging activities ineffective,which could cause one or more of our significant customers to decrease their supply and marketing activities in order toreduce their exposure to price fluctuations.Additional factors that could lead to a decrease in market demand for refined products include:•an increase in the market price of crude oil that leads to higher refined product prices;•higher fuel taxes or other governmental or other regulatory actions that increase, directly or indirectly, the cost ofgasolines or other refined products;•a shift by consumers to more fuel‑efficient or alternative fuel vehicles or an increase in fuel economy, whether asa result of technological advances by manufacturers, pending legislation proposing to mandate higher fueleconomy or otherwise; or•an increase in the use of alternative fuel sources, such as ethanol, biodiesel, fuel cells and solar, electric andbattery‑powered engines.Mergers between our existing customers and our competitors could provide strong economic incentives for thecombined entities to utilize their existing systems instead of ours in those markets where the systems compete. As a result, wecould lose some or all of the volumes and associated revenues from these customers and we could experience difficulty inreplacing those lost volumes and revenues.Because most of our operating costs are fixed, any decrease in throughput volumes at our terminal facilities, wouldlikely result not only in a decrease in our revenue, but also a decline in cash flow of a similar magnitude, which wouldadversely affect our results of operations, financial position and cash flows and may impair our ability to make quarterlydistributions to our unitholders.Our debt levels may limit our flexibility in obtaining additional financing and in pursuing other businessopportunities.Our level of debt could have important consequences to us. For example our level of debt could:•impair our ability to obtain additional financing, if necessary, for distributions to unitholders, working capital,capital expenditures, acquisitions or other purposes;•require us to dedicate a substantial portion of our cash flow to make principal and interest payments on our debt,reducing the funds that would otherwise be available for operations and future business opportunities;•make us more vulnerable to competitive pressures, changes in interest rates or a downturn in our business33 Table of Contentsor the economy generally;•impair our ability to make quarterly distributions to our unitholders; and•limit our flexibility in responding to changing business and economic conditions.If our operating results are not sufficient to service our current or future indebtedness, we will be forced to takeactions such as reducing distributions, reducing or delaying our business activities, acquisitions, investments or capitalexpenditures, selling assets, restructuring or refinancing our debt, or seeking additional equity capital. We may not be able toaffect any of these actions on satisfactory terms, or at all.Our amended and restated senior secured credit facility also contains covenants limiting our ability to makedistributions to unitholders in certain circumstances. In addition, our amended and restated senior secured credit facilitycontains various covenants that limit, among other things, our ability to incur indebtedness, grant liens or enter into a merger,consolidation or sale of assets. Furthermore, our amended and restated senior secured credit facility contains covenantsrequiring us to maintain certain financial ratios and tests. Any future breach of any of these covenants or our failure to meetany of these ratios or conditions could result in a default under the terms of our amended and restated senior secured creditfacility, which could result in acceleration of our debt and other financial obligations. If we were unable to repay thoseamounts, the lenders could initiate a bankruptcy proceeding or liquidation proceeding or proceed against the collateral.Adverse economic conditions periodically result in weakness and volatility in the capital markets, that may limit,temporarily or for extended periods, the ability of one or more of our significant customers to secure financingarrangements adequate to purchase their desired volume of product, which could reduce use of our tank capacity andthroughput volumes at our terminal facilities and adversely affect our financial condition and results of operations.Domestic and international economic conditions affect the functioning of capital markets and the availability ofcredit. Adverse economic conditions, such as those prevalent during the recent recessionary period, periodically result inweakness and volatility in the capital markets, which in turn can limit, temporarily or for extended periods, the creditavailable to various enterprises, including those involved in the supply and marketing of refined products. As a result of theseconditions, some of our customers may suffer short or long‑term reductions in their ability to finance their supply andmarketing activities, or may voluntarily elect to reduce their supply and marketing activities in order to preserve workingcapital. A significant decrease in our customers’ ability to secure financing arrangements adequate to support their historicrefined product throughput volumes could result in a material decline in use of our tank capacity or the throughput of refinedproduct at our terminal facilities. We may not be able to generate sufficient additional revenue from third parties to replaceany shortfall in revenue from our current customers, which would likely cause our revenue and results of operations to declineand may impair our ability to make quarterly distributions to our unitholders.Our business involves many hazards and operational risks, including adverse weather conditions, which couldcause us to incur substantial liabilities and increased operating costs.Our operations are subject to the many hazards inherent in the terminaling and transportation of products, including:•leaks or accidental releases of products or other materials into the environment, whether as a result of human erroror otherwise;•extreme weather conditions, such as hurricanes, tropical storms, and rough seas, which are common along theGulf Coast;•explosions, fires, accidents, mechanical malfunctions, faulty measurement and other operating errors; and•acts of terrorism or vandalism.34 Table of ContentsIf any of these events were to occur, we could suffer substantial losses because of personal injury or loss of life, severedamage to and destruction of storage tanks, pipelines and related property and equipment, and pollution or otherenvironmental damage resulting in curtailment or suspension of our related operations and potentially substantialunanticipated costs for the repair or replacement of property and environmental cleanup. In addition, if we suffer accidentalreleases or spills of products at our terminals or pipelines, we could be faced with material third‑party costs and liabilities,including those relating to claims for damages to property and persons and governmental claims for natural resource damagesor fines or penalties for related violations of environmental laws or regulations. We are not fully insured against all risks to ourbusiness and if losses in excess of our insurance coverage were to occur, they could have a material adverse effect on ouroperations. Furthermore, events like hurricanes can affect large geographical areas which can cause us to suffer additionalcosts and delays in connection with subsequent repairs and operations because contractors and other resources are notavailable, or are only available at substantially increased costs following widespread catastrophes.A potential acquisition by NGL of Partners creates uncertainty that could adversely affect our ability to secure newcustomers or increase or extend agreements with existing customers that are important to our operations and to attract andretain qualified personnel, any of which could materially and adversely affect our business or results of operations.While the conflicts committee and NGL were not able to reach an agreement as a result of NGL’s July 10, 2014proposal to acquire Partners, NGL may at any time reinitiate efforts to pursue a combination transaction with us. Theuncertainty surrounding whether or when such a transaction with NGL will occur may adversely affect our ability to enter intonew customer agreements or extend or expand existing customer relationships if potential and existing customers choose towait to learn whether we will be acquired before committing to new, extended or expanded customer relationships with us. Ifsuch uncertainty continues for a protracted period, our ability to secure new, extended or expanded customer relationshipsmay be adversely affected, which could materially and adversely affect our revenues and results of operations in futureperiods.Furthermore, the uncertainty surrounding a potential transaction with NGL may adversely affect our ability to attractand retain qualified personnel. We operate in an industry that currently experiences a high level of competition amongdifferent companies for qualified and experienced personnel. The uncertainty relating to the possibility of a mergertransaction may increase the risk that we could experience higher than normal rates of attrition or that we experience increaseddifficulty in attracting qualified personnel or incur higher expenses to do so. High levels of attrition among the managementand employee personnel necessary to operate our business or difficulties or increased expense incurred to replace anypersonnel who leave, could materially adversely affect our business or results of operations.In the event we are required to refinance our existing debt in unfavorable market conditions, we may have to payhigher interest rates and be subject to more stringent financial covenants, which could adversely affect our results ofoperations and may impair our ability to make quarterly distributions to our unitholders.Our amended and restated senior secured credit facility matures in July 2018. At December 31, 2014, we hadoutstanding borrowings of $252 million. Our amended and restated senior secured credit facility provides that we pay intereston outstanding balances at interest rates based on market rates plus specified margins, ranging from 2% to 3% depending onthe total leverage ratio in the case of loans with interest rates based on LIBOR, or ranging from 1% to 2% depending on thetotal leverage ratio in the case of loans with interest rates based on the base rate. In the event we are required to refinance ouramended and restated senior secured credit facility in unfavorable market conditions, we may have to pay interest at higherrates on outstanding borrowings and may be subject to more stringent financial covenants than we have today, which couldadversely affect our results of operations and may impair our ability to make quarterly distributions to our unitholders.We are not fully insured against all risks incident to our business, and could incur substantial liabilities as a result.We may not be able to maintain or obtain insurance of the type and amount we desire at reasonable rates. As a35 Table of Contentsresult of market conditions, premiums and deductibles for certain of our insurance policies have increased substantially, andcould escalate further. In some instances, certain insurance could become unavailable or available only for reduced amountsof coverage. For example, our insurance carriers require broad exclusions for losses due to terrorist acts. If we were to incur asignificant liability for which we were not fully insured, it could have a material adverse effect on our financial condition. Inaccordance with typical industry practice, we do not have any property or title insurance on the Razorback and Diamondbackpipelines.We share insurance policies, including our general liability and pollution policies, with TransMontaigne LLC. Thesepolicies contain caps on the insurer’s maximum liability under the policy, and claims made by either of TransMontaigne LLCor us are applied against the caps. In the event we reach the cap, we would seek to acquire additional insurance in themarketplace; however, we can provide no assurance that such insurance would be available or if available, at a reasonablecost. The possibility exists that, in any event in which we wish to make a claim under a shared insurance policy, our claimcould be denied or only partially satisfied due to claims made by TransMontaigne LLC against the policy cap.Cyber attacks that circumvent our security measures and other breaches of our information security measures coulddisrupt our operations and result in increased costs.We utilize information technology systems to operate our assets and manage our businesses. A cyber attack or othersecurity breach of our information technology systems could result in a breach of critical operational or financial controls andlead to a disruption of our operations, commercial activities or financial processes. Additionally, we rely on third‑partysystems that could also be subject to cyber attacks or security breaches, and the failure of which could have a significantadverse effect on the operation of our assets. We and the operators of the third‑party systems on which we depend may nothave the resources or technical sophistication to anticipate or prevent every emerging type of cyber attack, and such an attack,or the additional security measures undertaken to prevent such an attack, could adversely affect our results of operations,financial position or cash flows.In addition, we collect and store sensitive data, including our proprietary business information and information aboutour customers, suppliers and other counterparties, and personally identifiable information of the employees of NGL EnergyOperating, on our information technology networks. Despite our security measures, our information technology andinfrastructure may be vulnerable to cyber attacks or breached due to employee error, malfeasance or other disruptions. Anysuch breach could compromise our networks and the information stored therein could be accessed, publicly disseminated, lostor stolen. Any such access, dissemination or other loss of information could result in legal claims or proceedings, liabilityunder laws that protect the privacy of personal information, regulatory penalties, or could disrupt our operations, any of whichcould adversely affect our results of operations, financial position or cash flows.Expanding our business by constructing new facilities subjects us to risks that the project may not be completed onschedule and that the costs associated with the project may exceed our estimates or budgeted costs, which could adverselyaffect our financial condition and results of operations.The construction of additions or modifications to our existing terminal and transportation facilities, and theconstruction of new terminals and pipelines, involves numerous regulatory, environmental, political, legal and operationaluncertainties beyond our control and requires the expenditure of significant amounts of capital. If we undertake these projects,they may not be completed on schedule or at all and may exceed the budgeted cost. If we experience material cost overruns,we would have to finance these overruns using cash from operations, delaying other planned projects, incurring additionalindebtedness, or issuing additional equity. Any or all of these methods may not be available when needed or may adverselyaffect our future results of operations and cash flows. Moreover, our revenue may not increase immediately upon theexpenditure of funds on a particular project. For instance, if we construct additional storage capacity, the construction mayoccur over an extended period of time, and we will not receive any material increases in revenue until the project iscompleted. Moreover, we may construct additional storage capacity to capture anticipated future growth in consumption ofproducts in a market in which such growth does not materialize.36 Table of ContentsBecause of our lack of asset diversification, adverse developments in our terminals or pipeline operations couldadversely affect our revenue and cash flows.We rely exclusively on the revenue generated from our terminals and pipeline operations. Because of our lack ofdiversification in asset type, an adverse development in these businesses would have a significantly greater impact on ourfinancial condition and results of operations than if we maintained more diverse assets.Our operations are subject to governmental laws and regulations relating to the protection of the environment thatmay expose us to significant costs and liabilities.Our business is subject to the jurisdiction of numerous governmental agencies that enforce complex and stringentlaws and regulations with respect to a wide range of environmental, safety and other regulatory matters. We could be adverselyaffected by increased costs resulting from more strict pollution control requirements or liabilities resulting fromnon‑compliance with required operating or other regulatory permits. New environmental laws and regulations might adverselyimpact our activities, including the transportation, storage and distribution of petroleum products. Federal, state and localagencies also could impose additional safety requirements, any of which could affect our profitability. Furthermore, our failureto comply with environmental or safety related laws and regulations also could result in the assessment of administrative, civiland criminal penalties, the imposition of investigatory and remedial obligations and even the issuance of injunctions thatrestrict or prohibit the performance of our operations.Federal, state and local agencies also have the authority to prescribe specific product quality specifications of refinedproducts. Changes in product quality specifications or blending requirements could reduce our throughput volume, require usto incur additional handling costs or require capital expenditures. For example, different product specifications for differentmarkets impact the fungibility of the products in our system and could require the construction of additional storage. If we areunable to recover these costs through increased revenues, our cash flows and ability to pay cash distributions could beadversely affected.Terrorist attacks, and the threat of terrorist attacks, have resulted in increased costs to our business. Continuedhostilities in the Middle East or other sustained military campaigns may adversely impact our ability to make distributionsto our unitholders.The long‑term impact of terrorist attacks, such as the attacks that occurred on September 11, 2001, and the threat offuture terrorist attacks, on the energy transportation industry in general, and on us in particular, is impossible to predict.Increased security measures that we have taken as a precaution against possible terrorist attacks have resulted in increasedcosts to our business. Uncertainty surrounding continued hostilities in the Middle East or other sustained military campaignsmay affect our operations in unpredictable ways, including the possibility that infrastructure facilities could be direct targetsof, or indirect casualties of, an act of terrorism.Many of our storage tanks and portions of our pipeline system have been in service for several decades that couldresult in increased maintenance or remediation expenditures, which could adversely affect our results of operations and ourability to pay cash distributions.Our pipeline and storage assets are generally long‑lived assets. As a result, some of those assets have been in servicefor many decades. The age and condition of these assets could result in increased maintenance or remediation expenditures.Any significant increase in these expenditures could adversely affect our results of operations, financial position and cashflows, as well as our ability to pay cash distributions.Climate change legislation or regulations restricting emissions of “greenhouse gases” or setting fuel economy orair quality standards could result in increased operating costs or reduced demand for the refined petroleum products thatwe transport, store or otherwise handle in connection with our business.New environmental laws and regulations, including new federal or state regulations relating to alternative energysources and the risk of global climate change, increased governmental enforcement or other developments could increase ourcosts in complying with environmental and safety regulations and require us to make additional unforeseen expenditures. OnDecember 15, 2009, the EPA officially published its findings that emissions of carbon dioxide, methane and other“greenhouse gases” endanger human health and the environment because emissions of such gases are,37 Table of Contentsaccording to the EPA, contributing to the warming of the earth’s atmosphere and other climatic changes. These findings by theEPA allow the agency to proceed with the adoption and implementation of regulations that would restrict emissions ofgreenhouse gases under existing provisions of the Federal Clean Air Act. Moreover, more than one‑third of the states, eitherindividually or through multi‑state regional initiatives, have already begun implementing legal measures to reduce emissionsof greenhouse gases.While it is not possible at this time to fully predict how legislation or new regulations that may be adopted in theUnited States to address greenhouse gas emissions would impact our business, new legislation or regulatory programs thatrestrict emissions of greenhouse gases in areas where we conduct business could, depending on the particular programadopted, increase our costs to operate and maintain our facilities, measure and report our emissions, install new emissioncontrols on our facilities and administer and manage a greenhouse gas emissions program. Laws or regulations regarding fueleconomy, air quality or greenhouse gas emissions could also include efficiency requirements or other methods of curbingcarbon emissions that could adversely affect demand for the refined petroleum products, natural gas and other hydrocarbonproducts that we transport, store or otherwise handle in connection with our business. A significant decrease in demand forpetroleum products would have a material adverse effect on our business, financial condition, results of operations or cashflows.In addition, some scientists have concluded that increasing concentrations of greenhouse gases in the earth’satmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity ofstorms, droughts, floods and other climate events; if any such effects were to occur, they could have an adverse effect on ourassets and operations.Risks Inherent in an Investment in UsTransMontaigne LLC controls our general partner, which has sole responsibility for conducting our business andmanaging our operations. TransMontaigne LLC and NGL have conflicts of interest and limited fiduciary duties, which maypermit them to favor their own interests to our detriment.TransMontaigne GP L.L.C. is our general partner and manages our operations and activities. TransMontaigne GPL.L.C. is an indirect wholly owned subsidiary of TransMontaigne LLC. Likewise, TransMontaigne Services LLC is anindirect wholly owned subsidiary of TransMontaigne LLC and is responsible under our omnibus agreement withTransMontaigne LLC for providing the personnel who provide support to TransMontaigne LLC’s operations, as well as ouroperations. TransMontaigne LLC, in turn, is wholly owned by NGL. NGL Energy Operating, a wholly owned subsidiary of NGL, employs all of the employees who satisfy TransMontaigne LLC’s obligations under our omnibus agreement. NGL’sbusiness includes, among other things, crude oil logistics services, oil field services, propane and natural gas liquids tradingand distribution. Neither our general partner nor its board of directors is elected by our unitholders and our unitholders haveno right to elect our general partner or its board of directors on an annual or other continuing basis. Furthermore, it may bedifficult for unitholders to remove our general partner without its consent because our general partner and its affiliates ownunits representing approximately 20% of our aggregate outstanding common units. The vote of the holders of at least 66/3%of all outstanding common units, including any common units owned by our general partner and its affiliates, but excludingthe general partner interest, voting together as a single class, is required to remove our general partner.Additionally, any or all of the provisions of our omnibus agreement with TransMontaigne LLC, other than theindemnification provisions, will be terminable by TransMontaigne LLC at its option if our general partner is removed withoutcause and common units held by our general partner and its affiliates are not voted in favor of that removal. Cause is narrowlydefined in the omnibus agreement to mean that a court of competent jurisdiction has entered a final, non‑appealable judgmentfinding our general partner liable for actual fraud or willful or wanton misconduct in its capacity as our general partner. Causedoes not include most cases of charges of poor management of the business.All of the executive officers of our general partner are employees of NGL Energy Operating and four of our generalpartner’s directors are affiliated with NGL. Therefore, conflicts of interest may arise between NGL and its affiliates andsubsidiaries, including TransMontaigne LLC, and our general partner, on the one hand, and us and our unitholders, on theother hand. In resolving those conflicts of interest, our general partner may favor its own interests and38 2Table of Contentsthe interests of its affiliates over the interests of our unitholders.The following are potential conflicts of interest:•TransMontaigne LLC and NGL, as users of our pipeline and terminals, have economic incentives not to cause usto seek higher tariffs or higher terminaling service fees, even if such higher rates or terminaling services feeswould reflect rates that could be obtained in arm’s‑length, third‑party transactions.•NGL, TransMontaigne LLC and their affiliates may engage in competition with us under certain circumstances.•Neither our partnership agreement nor any other agreement requires TransMontaigne LLC or NGL to pursue abusiness strategy that favors us. This entitles our general partner to consider only the interests and factors that itdesires, and it has no duty or obligation to give any consideration to any interest of, or factors affecting, us, ouraffiliates or any limited partner. TransMontaigne LLC’s and NGL’s respective directors and officers havefiduciary duties to make decisions in the best interests of those companies, which may be contrary to ourinterests or the interests of our other customers.•Our general partner is allowed to take into account the interests of parties other than us, such as TransMontaigne LLC and NGL, in resolving conflicts of interest. Specifically, in determining whether a transaction or resolutionis “fair and reasonable,” our general partner may consider the totality of the relationships between the partiesinvolved, including other transactions that may be particularly advantageous or beneficial to us.•Officers of NGL and TransMontaigne LLC who provide services to us also devote significant time to thebusinesses of NGL and TransMontaigne LLC, and are compensated by NGL for the services rendered to them.•Our general partner has limited its liability and reduced its fiduciary duties, and also has restricted the remediesavailable to our unitholders for actions that, without the limitations, might constitute breaches of fiduciary duty.Our general partner will not have any liability to us or our unitholders for decisions made in its capacity as ageneral partner so long as it acted in good faith, meaning it believed that its decision was in the best interests ofour partnership.•Our general partner determines the amount and timing of acquisitions and dispositions, capital expenditures,borrowings, issuance of additional partnership securities, and reserves, each of which can affect the amount ofcash that is distributed to our unitholders.•Our general partner determines the amount and timing of any capital expenditures by our partnership and whethera capital expenditure is a maintenance capital expenditure, which reduces operating surplus, or an expansioncapital expenditure, which does not reduce operating surplus. That determination can affect the amount of cashthat is distributed to our unitholders.•Our partnership agreement permits us to treat a distribution of a certain amount of cash from non‑operatingsources such as asset sales, issuances of securities and long‑term borrowings as a distribution of operating surplusinstead of capital surplus. The amount that can be distributed in such a fashion is equal to four times the amountneeded for us to pay a quarterly distribution on the common units, the general partner interest and the incentivedistribution rights at the same per‑unit distribution amount as the distribution paid in the immediately precedingquarter. As of December 31, 2014, that amount was $50.5 million, $16.0 million of which would go to NGL,TransMontaigne LLC affiliates and our general partner in the form of distributions on their common units,general partner interest and incentive distribution rights.•Our general partner determines which out‑of‑pocket costs incurred by TransMontaigne LLC are reimbursable byus.•Our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for anyservices rendered to us or entering into additional contractual arrangements with any of these entities39 Table of Contentson our behalf.•Our general partner and its officers and directors will not be liable for monetary damages to us, our limitedpartners or assignees for any acts or omissions unless there has been a final and non‑appealable judgment enteredby a court of competent jurisdiction determining that our general partner or those other persons acted in bad faithor engaged in fraud or willful misconduct.•Our general partner controls the enforcement of obligations owed to us by our general partner and its affiliates,including the terminaling services agreements with NGL.•Our general partner decides whether to retain separate counsel, accountants, or others to perform services on ourbehalf.The control of our general partner may be transferred to a third party without the consent of our general partner, Partners or our unitholders.Our general partner may transfer its general partner interest in TransMontaigne Partners L.P. to a third party in amerger, a sale of all or substantially all of the general partner's assets, or other transaction without the consent of the generalpartner on behalf of Partners. Furthermore, our partnership agreement does not restrict the ability of TransMontaigne ServicesLLC, the sole member of our general partner, from transferring its respective limited liability company interest in our generalpartner to a third party. The new owner of TransMontaigne LLC, or new members of our general partner, as applicable, couldthen be in a position to replace the board of directors and officers of our general partner with their own choices and to controlthe decisions taken by the board of directors and officers. In that event, neither TransMontaigne LLC nor our general partnerwould be able to take steps to protect the interests of Partners.Cost reimbursements, which will be determined by our general partner, and fees due our general partner and itsaffiliates for services provided are and will continue to be substantial and will reduce our cash available for distribution tounitholders.Payments to our general partner are and will continue to be substantial and will reduce the amount of available cashfor distribution to unitholders. For the year ended December 31, 2014, we paid TransMontaigne LLC and its affiliates anadministrative fee of approximately $11.1 million, an additional insurance reimbursement of approximately $3.7 million and$1.5 million as partial reimbursement for grants to key employees of TransMontaigne Services LLC and its affiliates under theTransMontaigne Services LLC savings and retention plan. Both the administrative fee and the insurance reimbursement aresubject to increase in the event we acquire or construct facilities to be managed and operated by TransMontaigne LLC. Ourgeneral partner and its affiliates will continue to be entitled to reimbursement for all other direct expenses they incur on ourbehalf, including the salaries of and the cost of employee benefits for employees working on‑site at our terminals andpipelines. Our general partner will determine the amount of these expenses. Our general partner and its affiliates also mayprovide us other services for which we will be charged fees as determined by our general partner.The omnibus agreement will continue in effect until the earlier to occur of (i) TransMontaigne LLC ceasing tocontrol our general partner or (ii) the election of either us or TransMontaigne LLC, following at least 24 months’ prior writtennotice to the other parties. We cannot predict whether TransMontaigne LLC or our general partner will seek to terminate,amend or modify the terms of the omnibus agreement. If we are not successful in negotiating acceptable terms with suchsuccessor, if we are required to pay a higher administrative fee or if we must incur substantial costs to replicate the servicescurrently provided by TransMontaigne LLC and its affiliates under the omnibus agreement, our financial condition andresults of operations could be materially adversely affected.Our general partner has a limited call right that may require unitholders to sell their common units at anundesirable time or price.If at any time our general partner and its affiliates own more than 80% of the common units, our general partner willhave the right, but not the obligation, which it may assign to any of its affiliates or to us, to acquire all, but not less than all, ofthe common units held by unaffiliated persons at a price not less than their then‑current market price. As a result, unitholdersmay be required to sell their common units at an undesirable time or price and may not receive any40 Table of Contentsreturn on their investment. Unitholders may also incur a tax liability upon a sale of their common units. At February 27, 2015,affiliates of our general partner own approximately 20% of our aggregate outstanding common units representing limitedpartner interests.We may issue additional units without your approval, which would dilute your existing ownership interests.Our partnership agreement does not limit the number of additional limited partner interests that we may issue at anytime without the approval of our unitholders. The issuance by us of additional common units or other equity securities ofequal or senior rank will have the following effects: your proportionate ownership interest in us will decrease; the amount ofcash available for distribution on each unit may decrease; the ratio of taxable income to distributions may increase; therelative voting strength of each previously outstanding unit may be diminished; and the market price of the common unitsmay decline.Unitholders may not have limited liability in some circumstances.The limitations on the liability of holders of limited partnership interests for the obligations of a limited partnershiphave not been clearly established in some states. If it were determined that we had been conducting business in any statewithout compliance with the applicable limited partnership statute, or that our unitholders as a group took any actionpursuant to our partnership agreement that constituted participation in the “control” of our business, then the unitholderscould be held liable under some circumstances for our obligations to the same extent as a general partner. Under applicablestate law, our general partner has unlimited liability for our obligations, including our debts and environmental liabilities, ifany, except for our contractual obligations that are expressly made without recourse to the general partner.In addition, Section 17‑607 of the Delaware Revised Uniform Limited Partnership Act provides that under somecircumstances a unitholder may be liable to us for the amount of distributions paid to the unitholder for a period of three yearsfrom the date of the distribution.Tax RisksOur tax treatment depends on our status as a partnership for federal income tax purposes, as well as not beingsubject to a material amount of entity‑level taxation by states. If the Internal Revenue Service were to treat us as acorporation or if we were to become subject to a material amount of entity‑level taxation for state tax purposes, then ourcash available for distribution to unitholders would be substantially reduced.The anticipated after‑tax benefit of an investment in our common units depends largely on our being treated as apartnership for federal income tax purposes. We have not requested, and do not plan to request, a ruling from the IRS on thismatter.A publicly‑traded partnership may be treated as a corporation for federal income tax purposes unless its gross incomefrom its business activities satisfies a “qualifying income” requirement under U.S. tax code. Based upon our currentoperations, we believe that we qualify to be treated as a partnership for federal income tax purposes under these requirements.While we intend to continue to meet this gross income requirement, we may not find it possible to meet, or may inadvertentlyfail to meet, these requirements. If we do not meet these requirements for any taxable year, and the IRS does not determine thatsuch failure was inadvertent, we would be treated as a corporation for such taxable year and each taxable year thereafter.If we were treated as a corporation for federal income tax purposes, we would pay federal income tax on our income atthe corporate tax rate, which is currently a maximum of 35%. In such a circumstance, distributions to our unitholders wouldgenerally be taxed again as corporate distributions (if such distributions were less than our earnings and profits) and noincome, gains, losses, deductions or credits would flow through to our unitholders. Imposition of a corporate tax wouldsubstantially reduce our cash flows and after‑tax return to our unitholders. This likely would cause a substantial reduction inthe value of the common units.41 Table of ContentsAny modification to the U.S. federal income tax laws and interpretations thereof may or may not be appliedretroactively and could make it more difficult or impossible to meet the qualifying income requirements, affect or cause us tochange our business activities, affect the tax considerations of an investment in a publicly traded partnership, including us,change the character or treatment of portions of our income and adversely affect an investment in our common units. We areunable to predict whether any current or future proposed federal income tax law changes will ultimately be enacted.In addition, some states have subjected partnerships to entity‑level taxation through the imposition of state income,franchise or other forms of taxation, and other states may follow this trend. If any state were to impose a tax upon us as anentity, our cash flows would be reduced. For example, under current legislation, we are subject to an entity‑level tax on theportion of our total revenue (as that term is defined in the legislation) that is generated in Texas. For the year endedDecember 31, 2014, we recognized a liability of approximately $0.1 million for the Texas margin tax, which is imposed at amaximum effective rate of 0.7% of our total revenue and tax gains from Texas. Imposition of such a tax on us by Texas, or anyother state, will reduce the cash available for distribution to our unitholders. The partnership agreement provides that if a lawis enacted or existing law is modified or interpreted in a manner that subjects us to taxation as a corporation or otherwisesubjects us to entity‑level taxation for federal, state or local income tax purposes, then the minimum quarterly distributionamount and the target distribution amounts will be reduced to reflect the impact of that law on us.If the sale or exchange of 50% or more of our capital and profit interests occurs within a 12‑month period, wewould experience a deemed technical termination of our partnership for federal income tax purposes.The sale or exchange of 50% or more of the partnership’s units within a 12‑month period would result in a deemedtechnical termination of our partnership for federal income tax purposes. Such an event would not terminate a unitholder’sinterest in the partnership, nor would it terminate the continuing business operations of the partnership. However, it would,among other things, result in the closing of our taxable year for all unitholders and would result in a deferral of depreciationand cost recovery deductions allowable in computing our taxable income for future tax years. The partnership previouslyexperienced a deemed technical termination for the period ending December 30, 2007, due to a change in our ownershipstructure effective December 31, 2007. Pursuant to the NGL Acquisition, on July 1, 2014, Morgan Stanley sold its direct ownership interest inTransMontaigne LLC to NGL. The disposition of Morgan Stanley’s direct ownership interest in TransMontaigne LLC did notresult in a technical termination of TransMontaigne Partners. However, as a result of certain post transaction restructuring ofNGL’s investment in TransMontaigne LLC, including the conversion of TransMontaigne LLC, TransMontaigne ServicesLLC and TransMontaigne Product Services LLC from Delaware corporations into Delaware limited liability companies,TransMontaigne Partners did experience a technical termination as of December 30, 2014. Further, as a result ofTransMontaigne Partners’ technical termination, Frontera also experienced a technical termination on December 30,2014. Unrelated to TransMontaigne Partners and Frontera’s technical terminations, BOSTCO experienced a technicaltermination as of November 26, 2014, caused by restructuring of Kinder Morgan Energy Partners, L.P. and its affiliates. Due tothese technical terminations experienced for federal income tax purposes, the Partnership and the Frontera and BOSTCO jointventures will each realize a deferral of cost recovery deductions that will impact each of our unitholders through allocations ofan increased amount of federal taxable income (or reduced amount of allocated loss) for the current and subsequent years.Prior constraints on our ability to make acquisitions and investments to increase our capital asset base may resultin future declines in our tax depreciation, which may cause some unitholders to recognize higher taxable income in respectof their units and adversely affect the tax characteristics of an investment in our units and reduce the market price of ourunits.Prior to July 1, 2014, Morgan Stanley indirectly controlled our general partner and was a bank holding companyunder applicable federal banking law and regulation, which imposed limitations on Morgan Stanley and its affiliates’ abilityto conduct certain nonbanking activities. As a result of such regulation, Morgan Stanley informed us in October 2011 that itwas unable, or limited in approving any “significant” acquisition or investment. The practical effect of these limitationssignificantly constrained our ability to expand our asset base and operations through acquisitions42 Table of Contentsfrom third parties, limiting additions to our capital assets primarily to additions and improvements that we constructed oradded to our existing facilities. While we are no longer under such regulatory constraints following the sale ofTransMontaigne LLC from Morgan Stanley to NGL and we now have the ability to grow our asset base, we may not be able toadd to our capital asset base quickly enough to avoid our tax depreciation from declining in the future, which could causesome unitholders to recognize higher taxable income. The federal and state tax laws and regulations applicable to aninvestment in our units are complex and each investor’s tax considerations are likely to be different from those of otherinvestors, so it is impossible to state with certainty the impact of any change on any single investor or group of investors inour units. It is the responsibility of each unitholder to investigate the legal and tax consequences, under the laws of pertinentjurisdictions, of an investment in our common units. Accordingly, each unitholder or prospective investor in our units is urgedto consult with, and depend upon, their tax counsel or other advisor with regard to those matters.Nevertheless, adverse changes in investors’ perception of the tax characteristics of an investment in our units couldadversely affect the market value of our units.We generally prorate our items of income, gain, loss and deduction between transferors and transferees of ourcommon units each month based upon the ownership of our common units on the first day of each month, instead of on thebasis of the date a particular common unit is transferred. The IRS may challenge this treatment, which could change theallocation of items of income, gain, loss and deduction among our unitholders.For administrative purposes and consistent with other publicly traded partnerships, we generally prorate our items ofincome, gain, loss, and deduction between transferors and transferees of our common units each month based upon theownership of our common units on the first day of each month, instead of on the basis of the date a particular common unit istransferred. The use of this proration method may not be permitted under existing Treasury regulations. If the IRS were tochallenge this method or new Treasury regulations were issued, we may be required to change the allocation of items ofincome, gain, loss and deduction among our unitholders.Unitholders will be required to pay taxes on their respective share of our taxable income regardless of the amountof cash distributions.Unitholders will be required to pay federal income taxes and, in some cases, state and local income taxes on theunitholder’s respective share of our taxable income, whether or not such unitholder receives cash distributions from us. Inaddition, supplemental taxes that apply to net investment income from passive activities and from gains on sales ofpartnership interests may be required of unitholders. Unitholders may not receive cash distributions from us equal to theunitholder’s respective share of our taxable income or even equal to the actual tax liability that results from the unitholder’srespective share of our taxable income or due to the unitholder’s taxes relating to net investment income.Tax‑exempt entities and foreign persons face unique tax issues from owning units that may result in adverse taxconsequences to them.Investment in common partnership units by tax‑exempt entities, such as individual retirement accounts, andnon‑United States persons raises tax issues unique to them. For example, the partnership’s ordinary income allocated toorganizations exempt from federal income tax, including individual retirement accounts and other retirement plans, will beunrelated business taxable income, or UBTI, and may be taxable to them. Due to allocations of reportable tax items tounitholders being dependent on the date of each unitholder’s purchase of our common units, we are not able to provide anestimate of a unitholder’s UBTI prior to processing that unitholder’s Schedule K‑1. Because the partnership’s distributions areattributed to income that is effectively connected with a United States trade or business, distributions to non‑United Statespersons are subject to withholding taxes at the highest applicable effective tax rate set by the federal tax laws in effect at thetime of such distributions. Nominees, rather than the partnership, are treated as withholding agents. Non‑United States personswill be required to file United States federal income tax returns and pay tax on their share of our taxable income.43 Table of ContentsOur unitholders will likely be subject to state and local taxes and return filing requirements in states where they donot live as a result of investing in our limited partner units.In addition to federal income taxes, our unitholders will likely be subject to other taxes, including state and localincome taxes, unincorporated business taxes and estate, inheritance or intangible taxes that are imposed by the variousjurisdictions in which we do business or own property, even if they do not live in any of those jurisdictions. Our unitholderswill likely be required to file returns and pay state and local income tax in some or all of these jurisdictions, and unitholdersmay be subject to penalties for failure to comply with those requirements. It is our unitholders’ responsibility to file all UnitedStates federal, state and local tax returns.We will treat each purchaser of our units as having the same tax benefits without regard to the units purchased. TheIRS may challenge this treatment, which could adversely affect the value of our units.Because we cannot match transferors and transferees of units, we adopt various conventions for administrativepurposes (including depreciation and amortization positions) that may not conform in all aspects to existing Treasuryregulations. A successful IRS challenge to those positions could adversely affect the amount of tax benefits available tounitholders. It also could affect the timing of these tax benefits or the amount of gain from any sale of units and could have anegative impact on the value of our units or result in audit adjustments to a unitholder’s tax returns.A unitholder whose units are loaned to a “short seller” to cover a short sale of units may be considered as havingdisposed of those units. If so, the unitholder would no longer be treated for tax purposes as a partner with respect to thoseunits during the period of the loan and may recognize gain or loss from the disposition.Because a unitholder whose units are loaned to a “short seller” to cover a short sale of units may be considered ashaving disposed of the loaned units, the unitholder may no longer be treated for tax purposes as a partner with respect to thoseunits during the period of the loan to the short seller and the unitholder may recognize gain or loss from such disposition.Moreover, during the period of the loan to the short seller, any of our income, gain, loss or deduction with respect to thoseunits may not be reportable by the unitholder and any cash distributions received by the unitholder as to those units could befully taxable as ordinary income. Unitholders desiring to assure their status as partners and avoid the risk of gain recognitionfrom a loan to a short seller are urged to modify any applicable brokerage account agreements to prohibit their brokers fromloaning their units. ITEM 1B. UNRESOLVED STAFF COMMENTSNone. ITEM 3. LEGAL PROCEEDINGSTransMontaigne LLC has agreed to indemnify us for any losses we may suffer as a result of legal claims for actionsthat occurred prior to the closing of our initial public offering on May 27, 2005.Exxon’s King Ranch natural-gas-processing plant in Kleberg County, Texas, was shut down as a result of a fire at theplant beginning in November 2013. This plant supplies a significant amount of liquefied petroleum gas, or “LPG,” to ourthird-party customer, Nieto Trading, B.V. (“Nieto”), which transports LPG through our Ella Brownsville and Diamondbackpipelines, and has contracted for the LPG storage capacity at our Brownsville terminals. The King Ranch plant becameoperational again in late November 2014. In an effort to increase Nieto’s ability to transport LPG through the Diamondbackpipeline during the period that Exxon’s King Ranch plant was not operating and in reliance upon Nieto’s promise toreimburse us for the costs of construction, we constructed a truck unloading facility at our Brownsville terminal for Nieto’s useat a cost of approximately $0.5 million. Nieto disputes requesting such a facility and has not reimbursed us for it. Nieto alsohas claimed that the fire at the Exxon King Ranch plant constitutes a force majeure event that relieves Nieto of its obligationto pay certain fees required under the related terminaling services agreement for failure to throughput a minimum number ofbarrels of LPG (“deficiency fees”). We do not believe that the King Ranch fire qualified as a force majeure event under theterminaling services agreement, or that, even if it did, it relieved Nieto of its obligation to pay the deficiency fees. As a resultof Nieto’s failure to pay the deficiency fees due to44 Table of Contentsus and Nieto’s failure to reimburse us for the costs of the truck unloading facility that we constructed for it, on September 26,2014, we filed a complaint for damages and declaratory relief in the Supreme Court of the State of New York, County of NewYork, against Nieto, by which we seek damages in the amount of at least $4.2 million and a declaratory judgment clarifyingour rights to receive the deficiency fees under the terminaling services agreement. The $4.2 million in damages we seek iscomprised of approximately $3.7 million in deficiency fees under the terminaling services agreement as of the date of thecomplaint and approximately $0.5 million that we incurred in constructing the truck unloading facility. Those numbers willbe augmented as the case moves forward to reflect actual deficiency fee damages to date, which increase monthly. ITEM 4. MINE SAFETY DISCLOSURESNot applicable.45 Table of ContentsPart II ITEM 5. MARKET FOR THE REGISTRANT’S COMMON UNITS, RELATED UNITHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIESMARKET FOR COMMON UNITSThe common units are listed and traded on the New York Stock Exchange under the symbol “TLP.” On February 27,2015, there were 26 unitholders of record of our common units. This number does not include unitholders whose units are heldin trust by other entities. The actual number of unitholders is greater than the number of unitholders of record.The following table sets forth, for the periods indicated, the range of high and low per unit sales prices for ourcommon units as reported on the New York Stock Exchange. Low High January 1, 2013 through March 31, 2013 $38.25 $50.77 April 1, 2013 through June 30, 2013 $40.42 $50.36 July 1, 2013 through September 30, 2013 $38.70 $45.61 October 1, 2013 through December 31, 2013 $38.93 $44.09 January 1, 2014 through March 31, 2014 $40.69 $44.00 April 1, 2014 through June 30, 2014 $41.93 $50.00 July 1, 2014 through September 30, 2014 $40.00 $44.98 October 1, 2014 through December 31, 2014 $31.00 $41.37 DISTRIBUTIONS OF AVAILABLE CASHThe following table sets forth the distribution declared per common unit attributable to the periods indicated: Distribution January 1, 2013 through March 31, 2013 $0.640 April 1, 2013 through June 30, 2013 $0.650 July 1, 2013 through September 30, 2013 $0.650 October 1, 2013 through December 31, 2013 $0.650 January 1, 2014 through March 31, 2014 $0.660 April 1, 2014 through June 30, 2014 $0.665 July 1, 2014 through September 30, 2014 $0.665 October 1, 2014 through December 31, 2014 $0.665 Within approximately 45 days after the end of each quarter, we will distribute all of our available cash, as defined inour partnership agreement, to unitholders of record on the applicable record date. Available cash generally means all cash onhand at the end of the quarter:·less the amount of cash reserves established by our general partner to:·provide for the proper conduct of our business;·comply with applicable law, any of our debt instruments, or other agreements; or·provide funds for distributions to our unitholders and to our general partner for any one or more of thenext four quarters;46 Table of Contents·plus, if our general partner so determines, all or a portion of cash on hand on the date of determination ofavailable cash for the quarter.The terms of our credit facility may limit our ability to distribute cash under certain circumstances as discussed under“Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and CapitalResources” of this annual report.INCENTIVE DISTRIBUTION RIGHTSIncentive distribution rights are non‑voting limited partner interests that represent the right to receive an increasingpercentage of quarterly distributions of available cash from operating surplus after the minimum quarterly distribution and thetarget distribution levels have been achieved. Our general partner currently holds the incentive distribution rights, but maytransfer these rights separately from its general partner interest, subject to restrictions in the partnership agreement.The following table illustrates the percentage allocations of the additional available cash from operating surplusbetween the unitholders and our general partner up to the various target distribution levels. The amounts set forth under“Marginal percentage interest in distributions” are the percentage interests of our general partner and the unitholders in anyavailable cash from operating surplus we distribute up to and including the corresponding amount in the column “Total perunit quarterly distribution,” until available cash from operating surplus we distribute reaches the next target distribution level,if any. The percentage interests shown for the unitholders and our general partner for the minimum quarterly distribution arealso applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentageinterests set forth below for our general partner include its 2% general partner interest and assume our general partner hascontributed any additional capital to maintain its 2% general partner interest and has not transferred its incentive distributionrights. Marginal percentage interest in distributions Total per unit General quarterly distribution Unitholders partner Minimum quarterly distribution $0.40 98 % 2 % First target distribution up to $0.44 98 % 2 % Second target distribution above $0.44 up to$0.50 85 % 15 % Third target distribution above $0.50 up to$0.60 75 % 25 % Thereafter above $0.60 50 % 50 % There is no guarantee that we will be able to pay the minimum quarterly distribution on the common units in anyquarter, and we will be prohibited from making any distributions to unitholders if it would cause an event of default, or anevent of default is existing, under our credit facility.47 Table of ContentsCOMMON UNIT PURCHASES FOR THE QUARTER ENDED DECEMBER 31, 2014Purchases of Securities. The following table covers the purchases of our common units by, or on behalf of, Partnersduring the three months ended December 31, 2014. Total number of Maximum number common units of common units purchased as that may yet be Total number of Average price part of publicly purchased under common units paid per announced the plans or Period purchased common unit plans or programs programs October 667 $41.24 667 3,335 November 667 $37.36 667 2,668 December 667 $36.95 667 2,001 2,001 $38.52 2,001 During the three months ended December 31, 2014, we purchased 2,001 common units, with $77,079 of aggregatemarket value, in the open market pursuant to an amended purchase program announced on March 31, 2013. The purchaseprogram establishes the purchase, from time to time, of our outstanding common units for purposes of making subsequentgrants of restricted phantom units under the TransMontaigne Services LLC Long‑Term Incentive Plan to independentdirectors of our general partner. There is no guarantee as to the exact number of common units that will be purchased under thepurchase program, and the purchase program may be amended or discontinued at any time. Unless we choose to terminate thepurchase program earlier, the purchase program terminates on the earlier to occur of April 1, 2015; our liquidation,dissolution, bankruptcy or insolvency; the public announcement of a tender or exchange offer for the common units; or amerger, acquisition, recapitalization, business combination or other occurrence of a “Change of Control” under theTransMontaigne Services LLC Long‑Term Incentive Plan. The current amended purchase program allows us to purchase infuture periods up to 2,001 common units, in the aggregate, through the amended purchase program’s scheduled terminationdate of April 1, 2015.48 Table of ContentsITEM 6. SELECTED FINANCIAL DATAThe following table sets forth selected historical consolidated financial data of TransMontaigne Partners for theperiods and as of the dates indicated. The following selected financial data for each of the years in the five‑year period endedDecember 31, 2014, has been derived from our consolidated financial statements. You should not expect the results for anyprior periods to be indicative of the results that may be achieved in future periods. You should read the following informationtogether with our historical consolidated financial statements and related notes and with “Management’s Discussion andAnalysis of Financial Condition and Results of Operations” included elsewhere in this annual report. Years ended December 31, 2014(1) 2013(1) 2012(1) 2011(2) 2010 (dollars in thousands except per unit amounts) Operations Data: Revenue $150,062 $158,886 $156,239 $152,292 $150,899 Direct operating costs and expenses (66,183) (69,390) (65,964) (64,498) (64,696) Direct general and administrative expenses (3,535) (3,911) (4,810) (4,703) (3,159) Allocated general and administrative expenses (11,127) (10,963) (10,780) (10,466) (10,311) Allocated insurance expense (3,711) (3,763) (3,590) (3,290) (3,185) Reimbursement of bonus awards (1,500) (1,250) (1,250) (1,250) (1,250) Depreciation and amortization (29,522) (29,568) (28,260) (27,654) (27,869) Gain (loss) on disposition of assets — (1,294) — 9,576 (765) Impairment of goodwill — — — — (8,465) Earnings (loss) from unconsolidated affiliates 4,443 (321) 558 113 — Operating income 38,927 38,426 42,143 50,120 31,199 Other income (expenses): Interest expense (5,489) (2,712) (2,855) (2,457) (3,397) Amortization of deferred financing costs (975) (975) (767) (1,055) (598) Foreign currency transaction gain (loss) — (13) 51 (88) 38 Net earnings 32,463 34,726 38,572 46,520 27,242 Less—earnings allocable to general partner interestincluding incentive distribution rights (7,167) (5,929) (5,157) (4,415) (3,017) Net earnings allocable to limited partners $25,296 $28,797 $33,415 $42,105 $24,225 Net earnings per limited partner unit—basic and diluted $1.57 $1.90 $2.31 $2.92 $1.69 Other Financial Data: Net cash provided by operating activities $60,929 $64,235 $64,311 $66,091 $65,336 Net cash used in investing activities $(50,702) $(119,958) $(85,731) $(18,566) $(37,508) Net cash provided by (used in) financing activities $(10,186) $52,192 $20,964 $(45,605) $(29,056) Cash distributions declared per common unit attributableto the period $2.655 $2.590 $2.550 $2.480 $2.410 Balance Sheet Data (at period end): Property, plant and equipment, net $385,301 $407,045 $427,701 $431,782 $452,402 Investments in unconsolidated affiliates $249,676 $211,605 $105,164 $25,875 $— Total assets $664,057 $648,432 $569,801 $514,104 $514,306 Long-term debt $252,000 $212,000 $184,000 $120,000 $122,000 Partners’ equity $391,465 $408,467 $348,737 $351,876 $344,816 (1)At December 31, 2014, 2013 and 2012, our investments in unconsolidated affiliates include a 42.5% ownership interestin Battleground Oil Specialty Terminal Company LLC (“BOSTCO”) and a 50% interest in Frontera. BOSTCO is a newlyconstructed terminal facility with approximately 7.1 million barrels of storage capacity at a cost of approximately$529 million. BOSTCO is located on the Houston Ship Channel. The BOSTCO facility began initial commercialoperation in the fourth quarter of 2013. Completion of the 7.1 million barrels of storage49 Table of Contentscapacity and related infrastructure occurred in the third quarter of 2014. (See Note 8 of Notes to consolidated financialstatements).(2)The consolidated financial statements, effective April 1, 2011, include the impact of our contribution of approximately1.5 million barrels of light petroleum product storage capacity, as well as related ancillary facilities, to the Frontera jointventure in exchange for a cash payment of approximately $25.6 million and a 50% ownership interest. ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONSThe following discussion and analysis of the results of operations and financial condition should be read inconjunction with the accompanying consolidated financial statements included elsewhere in this annual report.OVERVIEWWe are a refined petroleum products terminaling and pipeline transportation company formed by TransMontaigne LLC. At December 31, 2014, our operations are composed of:•A 42.5%, general voting, Class A Member (“ownership”) interest in BOSTCO. BOSTCO is a new fully subscribed,7.1 million barrel terminal facility on the Houston Ship Channel designed to handle residual fuel, feedstocks,distillates and other black oils. The BOSTCO facility began initial commercial operation in the fourth quarter of2013. Completion of the full 7.1 million barrels of storage capacity and related infrastructure occurred at the endof the third quarter of 2014;•Eight refined product terminals located in Florida (“Gulf Coast terminals”), with an aggregate active storagecapacity of approximately 6.9 million barrels, that provide integrated terminaling services to Glencore Ltd.,Marathon Petroleum Company LLC, NGL, RaceTrac Petroleum Inc., Shell Oil Products U.S., United Statesgovernment, World Fuel Services Corporation, and other distribution and marketing companies;•A 67‑mile interstate refined products pipeline, which we refer to as the Razorback pipeline, that transportsgasoline and distillates for customers of Magellan Pipeline Company, L.P. from our two refined productterminals, one located in Mount Vernon, Missouri and the other located in Rogers, Arkansas, which we refer to asour Razorback terminals. These terminals have an aggregate active storage capacity of approximately 406,000barrels and are leased to Magellan Pipeline Company, L.P. under a ten-year capacity agreement;•One crude oil terminal located in Cushing, Oklahoma, with aggregate active storage capacity of approximately1.0 million barrels, that provides integrated terminaling services to Morgan Stanley Capital Group;•One refined product terminal located in Oklahoma City, Oklahoma, with aggregate active storage capacity ofapproximately 158,000 barrels, that provides integrated terminaling services to Shell Oil Products U.S.;•One refined product terminal located in Brownsville, Texas with aggregate active storage capacity ofapproximately 919,000 barrels that provides integrated terminaling services to Nieto Trading, B.V. and PMITrading Ltd. and other distribution and marketing companies;•A 16‑mile LPG pipeline, which we refer to as the Diamondback pipeline, that extends from our Brownsville,Texas facility to the U.S. border. At the U.S. border the Diamondback pipeline connects to a pipeline and storageterminal in Matamoros, Mexico, owned by Nieto Trading, B.V.;•A pipeline leased from the Seadrift Pipeline Corporation, which we refer to as the Ella‑Brownsville50 Table of Contentspipeline. The pipeline transports LPG from two points of origin to our terminal in Brownsville: from Exxon KingRanch in Kleberg County, Texas 121 miles to Brownsville and an additional 11 miles beginning near the ExxonKing Ranch terminus to the DCP LaGloria Gas Plant in Jim Wells County, Texas;•A 50/50 joint venture with PMI, an indirect subsidiary of PEMEX, for the operation of the Frontera lightpetroleum products terminal located in Brownsville, Texas with an aggregate active storage capacity ofapproximately 1.5 million barrels that provides services to PMI Trading Ltd. and other distribution andmarketing companies;•Twelve refined product terminals located along the Mississippi and Ohio rivers (“River terminals”) withaggregate active storage capacity of approximately 2.7 million barrels and the Baton Rouge, Louisiana dockfacility that provide integrated terminaling services to Valero Marketing and Supply Company and otherdistribution and marketing companies; and•Twenty‑two refined product terminals located along the Colonial and Plantation pipelines (“Southeastterminals”) with aggregate active storage capacity of approximately 10 million barrels that provides integratedterminaling services to NGL, Morgan Stanley Capital Group and the United States government.We provide integrated terminaling, storage, transportation and related services for customers engaged in thedistribution 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. Heavyrefined products include residual fuel oils and asphalt.We do not take ownership of or market products that we handle or transport and, therefore, we are not directlyexposed to changes in commodity prices, except for the value of product gains and losses arising from certain of ourterminaling services agreements with our customers. The volume of product that is handled, transported through or stored inour terminals and pipelines is directly affected by the level of supply and demand in the wholesale markets served by ourterminals and pipelines. Overall supply of refined products in the wholesale markets is influenced by the products’ absoluteprices, the availability of capacity on delivering pipelines and vessels, fluctuating refinery margins and the markets’perception of future product prices. The demand for gasoline typically peaks during the summer driving season, whichextends from April to September, and declines during the fall and winter months. The demand for marine fuels typically peaksin the winter months due to the increase in the number of cruise ships originating from the Florida ports. Despite theseseasonalities, the overall impact on the volume of product throughput in our terminals and pipelines is not material.We are controlled by our general partner, TransMontaigne GP L.L.C., which is an indirect wholly owned subsidiaryof TransMontaigne LLC.A significant amount of our business is devoted to providing terminaling services to NGL and TransMontaigne LLC,which currently rely on us to provide substantially all the integrated terminaling services they require to support their refinedproducts operations along the Gulf Coast and along the Colonial and Plantation pipelines. TransMontaigne LLC, a whollyowned subsidiary of NGL, was formed in 1995 as a terminaling, distribution and marketing company that distributes andmarkets refined petroleum products to wholesalers, distributors, marketers and industrial and commercial end users throughoutthe United States, however currently primarily in the Southeast region.While our customer base has been diversified over the past year away from affiliates to external, third partycustomers, affiliates are still our largest customers and our agreements with them provide a substantial amount of our revenue,representing approximately 49%, 66%, and 71%, of our revenue for the years ended December 31, 2014, 2013 and 2012,respectively. Our revenue from affiliate customers is primarily earned pursuant to terminaling services agreements. See Note 2of Notes to consolidated financial statements in this Form 10‑K for additional descriptions of these agreements.51 Table of ContentsSIGNIFICANT DEVELOPMENTSChange in control of the ownership of our general partner. Effective July 1, 2014, Morgan Stanley consummatedthe sale of its 100% ownership interest in TransMontaigne LLC to NGL. TransMontaigne LLC is the indirect parent and solemember of TransMontaigne GP, which is our general partner. The sale resulted in a change in control of Partners.In addition to the sale of our general partner to NGL, NGL acquired the common units owned by TransMontaigneLLC and affiliates of Morgan Stanley, representing approximately 20% of our outstanding common units, and assumed Morgan Stanley Capital Group’s obligations under our light oil terminaling services agreements in Florida and the Southeastregions, excluding the Collins/Purvis tankage. The NGL Acquisition did not involve the sale or purchase of any of ourcommon units held by the public and our common units continue to trade on the New York Stock Exchange.Termination of discussions to exchange our common units for NGL common units. On July 10, 2014, NGLsubmitted a non-binding, unsolicited proposal (the “Proposal”) to the Conflicts Committee of the board of directors of TransMontaigne GP, pursuant to which each outstanding common unit of Partners would have been exchanged for onecommon unit of NGL. On August 15, 2014, NGL and our Conflicts Committee jointly announced, that after severaldiscussions, an agreement on the price to be offered to Partners’ unitholders could not be reached, and both parties hadterminated discussions regarding the Proposal to acquire the outstanding common units of Partners. We do not know whether or when NGL may make another proposal similar to, or with similar objectives as, the Proposal.Changes in our board composition and management team. In connection with the consummation of the NGLAcquisition, on July 1, 2014, Stephen R. Munger, Goran Trapp and Martin S. Mitchell, each employees of Morgan Stanley,resigned from the board of directors of TransMontaigne GP. To fill the vacancies resulting from the resignation of the MorganStanley directors, Atanas H. Atanasov, Benjamin Borgen, David C. Kehoe and Donald M. Jensen, each employees of NGL,were appointed to the board of directors of TransMontaigne GP effective July 1, 2014.On August 25, 2014, Jerry R. Masters, David A. Peters and Jay A. Wiese, who qualified as independent directorsunder the applicable listing standards of the New York Stock Exchange, resigned from the board of directors ofTransMontaigne GP. Mr. Masters served as the Chairman of the Audit and Compensation Committees and as a member of theConflicts Committee. Mr. Peters served as the Chairman of the Conflicts Committee and as a member of the Audit andCompensation Committees. Mr. Wiese served as a member of the Audit, Compensation and Conflicts Committees.On September 4, 2014, the board of directors of TransMontaigne GP appointed Robert A. Burk to serve as adirector. Mr. Burk serves as a member of the Audit and Compensation Committees, as the chair of the Conflicts Committee,and as the presiding director over non-management and independent directors. Mr. Burk qualifies as an independent directorunder the applicable listing standards of the New York Stock Exchange.On September 24, 2014, the board of directors of TransMontaigne GP appointed Steven A. Blank and Lawrence C.Ross to serve as directors. Mr. Blank serves as the chair of the Audit Committee and as a member of the Compensation andConflicts Committees. Based upon his education and employment experience, Mr. Blank qualifies as an “audit committeefinancial expert” as defined by the Securities and Exchange Commission. Mr. Ross serves as the chair of the CompensationCommittee and as a member of the Audit and Conflicts Committees. Mr. Blank and Mr. Ross both qualify as independentdirectors under the applicable listing standards of the New York Stock Exchange.On October 16, 2014, Charles L. Dunlap notified Partners of his intention to retire from his position as ChiefExecutive Officer of our general partner and as President, Chief Executive Officer and member of the board of directors of TransMontaigne LLC, and the other subsidiaries of Partners and TransMontaigne LLC, each to be effective November 7,2014. As a result of Mr. Dunlap’s resignation, on October 20, 2014, the board of directors of TransMontaigne GP appointedFrederick W. Boutin to serve as Chief Executive Officer of our general partner, effective November 7, 2014. Mr. Boutin wasalso appointed to serve as the President and Chief Executive Officer of TransMontaigne LLC, effective November 7, 2014. Inconnection with Mr. Boutin’s appointment to Chief Executive Officer, on October 20, 2014, the board of directors of TransMontaigne GP appointed Robert T. Fuller to serve as the Executive Vice President, Chief Financial Officer, ChiefAccounting Officer and Treasurer of our general partner,52 Table of Contentseffective November 7, 2014. Mr. Fuller was also appointed to serve as the Executive Vice President, Chief Financial Officerand Treasurer of TransMontaigne LLC, effective November 7, 2014.Commercial activity. On January 10, 2014, we entered into a ten-year capacity agreement with Magellan PipelineCompany, L.P., effective March 1, 2014, covering 100% of the capacity of our Razorback terminals and the use of ourRazorback Pipeline, which runs from Mount Vernon, Missouri to Rogers, Arkansas. The existing agreement for these facilitieswith Morgan Stanley Capital Group terminated effective February 28, 2014. We expect this new agreement will generateapproximately the same total annual revenue as the Morgan Stanley Capital Group agreement.On February 12, 2014, we entered into a two year terminaling services agreement with Glencore Ltd. for most of thebunker fuel storage capacity at our Port Everglades North, Florida and Fisher Island, Florida terminals. The agreementprovides Glencore Ltd. the option to extend for an additional three years. The agreement replaced Morgan Stanley CapitalGroup as the bunker fuels customer at these two terminals effective June 1, 2014. The remaining Florida bunker fuelsagreement with Morgan Stanley Capital Group at our Port Manatee, Florida and Cape Canaveral, Florida terminals terminatedon May 31, 2014.Effective December 23, 2014, we re-contracted the bunker fuel capacity at our Cape Canaveral terminal to WorldFuel Services Corporation for a three year term at similar rates to the preceding agreement with Morgan Stanley CapitalGroup. We are currently in the process of identifying other potential parties to re‑contract available bunker fuel capacity atFisher Island and Port Manatee, however, at this time we are unsure if we will be successful in our re‑contracting efforts.Effective September 16, 2014, we amended our long-term terminaling services agreement with RaceTrac PetroleumInc. to include the use of gasoline, ethanol and diesel tankage at our Cape Canaveral, Port Manatee and Port Everglades Southterminals located in Florida. The tankage at Cape Canaveral and Port Everglades South became immediately available toRaceTrac Petroleum Inc. on September 16, 2014. The tankage at Port Manatee is expected to become available to RaceTracPetroleum Inc. by the fall of 2015, upon the completion of certain enhancements by us at this facility. We had previouslyentered into an agreement with RaceTrac Petroleum Inc. that was effective in September of 2013 relating to the use of storagecapacity at our Tampa, Florida terminal. The amended agreement brings the aggregate capacity of our tankage under contractwith RaceTrac Petroleum Inc. in Florida to approximately 2.2 million barrels.The tankage related to this new amendment with RaceTrac Petroleum Inc. was previously used by NGL, which hadbeen assigned from Morgan Stanley Capital Group as part of the NGL Acquisition. Simultaneous with the entry into theRaceTrac Petroleum Inc. agreement, we amended the Florida terminaling services agreement to immediately terminate NGL’sobligations relating to the tank capacity at our Cape Canaveral and Port Everglades South terminals, and to terminate NGL’sobligation at our Port Manatee terminal effective March 14, 2015. We expect that the amendments to the RaceTrac PetroleumInc. agreement will generate approximately the same annual revenue as the NGL agreement generated with respect to thosetanks.On October 31, 2014, NGL provided us the required 18 months’ prior notice that it will terminate its remainingobligations under its Florida terminaling services agreement effective April 30, 2016, which constitutes NGL’s light oilterminaling capacity for approximately 1.1 million barrels at our Port Everglades North, Florida terminal. On November 24,2014, we re-contracted approximately 0.4 million barrels of this capacity to World Fuel Services Corporation at similar ratescharged to NGL. The tankage is expected to become available to World Fuel Services Corporation in the second quarter of2015, upon the completion of certain enhancements by us at this facility. We expect to re-contract the remaining availablespace at Port Everglades North prior to April 30, 2016 and at rates that are at least similar to the current rates charged to NGL.Effective October 6, 2014, we re-contracted 119,000 barrels of available capacity at our Louisville and GreaterCincinnati, Kentucky terminals to a third party for a three year term commencing May 1, 2015. The majority of this capacityhad been unsubscribed since the beginning of 2012.As of September 30, 2014, the second phase of the BOSTCO construction project, encompassing 900,000 barrels ofdiesel storage, has been placed into service. With the addition of this second phase, combined with the initial53 Table of Contentsphase becoming fully operational in the second quarter of 2014, BOSTCO has 57 storage tanks that are operational, with afully subscribed capacity of approximately 7.1 million barrels.Credit Facility Amendment. On February 26, 2015, we amended our credit facility to extend the maturity date toJuly 31, 2018, increase the maximum borrowing line of credit from $350 million to $400 million, and allow for up to $125million in additional future “permitted JV investments”, which may include additional investments in BOSTCO. In addition,the amendment allows for, at our request, the maximum borrowing line of credit to be increased by an additional $100 million,subject to the approval of the administrative agent and the receipt of additional commitments from one or more lenders.Quarterly distributions. On January 13, 2014, we announced a distribution of $0.65 per unit for the period fromOctober 1, 2013 through December 31, 2013. This distribution was paid on February 11, 2014 to unitholders of record onJanuary 31, 2014. On April 14, 2014, we announced a distribution of $0.66 per unit for the period from January 1, 2014 through March 31, 2014. This distribution was paid on May 8, 2014 to unitholders of record on April 30, 2014. On July 16,2014, we announced a distribution of $0.665 per unit for the period from April 1, 2014 through June 30, 2014. Thisdistribution was paid on August 7, 2014 to unitholders of record on July 31, 2014. On October 13, 2014, we announced adistribution of $0.665 per unit for the period from July 1, 2014 through September 30, 2014. This distribution was paid onNovember 7, 2014 to unitholders of record on October 31, 2014. On January 8, 2015, we announced a distribution of $0.665per unit for the period from October 1, 2014 through December 31, 2014. This distribution was paid on February 6, 2015 tounitholders of record on January 30, 2015.NATURE OF REVENUE AND EXPENSESWe derive revenue from our terminal and pipeline transportation operations by charging fees for providing integratedterminaling, transportation and related services. The fees we charge, our other sources of revenue and our direct costs andexpenses are described below.Terminaling Services Fees, Net. We generate terminaling services fees, net by distributing and storing products forour customers. Terminaling services fees, net include throughput fees based on the volume of product distributed from thefacility, injection fees based on the volume of product injected with additive compounds and storage fees based on a rate perbarrel of storage capacity per month.Pipeline Transportation Fees. We earn pipeline transportation fees at our Razorback, Diamondback andElla‑Brownsville pipelines based on the volume of product transported and the distance from the origin point to the deliverypoint. We own the Razorback and Diamondback pipelines, and we began leasing the Ella‑Brownsville pipeline from a thirdparty in January 2013. The Federal Energy Regulatory Commission regulates the tariff on our pipelines.Management Fees and Reimbursed Costs. We manage and operate certain tank capacity at our Port Everglades(South) terminal for a major oil company and receive a reimbursement of its proportionate share of operating and maintenancecosts. We manage and operate for an affiliate of Mexico’s state‑owned petroleum company a bi‑directional products pipelineconnected to our Brownsville, Texas terminal facility and receive a management fee and reimbursement of costs. Effective asof April 1, 2011, upon the formation of Frontera, we began providing operations and maintenance services to Frontera for amanagement fee based on our costs incurred.Other Revenue. We provide ancillary services including heating and mixing of stored products and product transferservices. Pursuant to terminaling services agreements with certain of our throughput customers, we are entitled to the volumeof product gained resulting from differences in the measurement of product volumes received and distributed at ourterminaling facilities. Consistent with recognized industry practices, measurement differentials occur as the result of theinherent variances in measurement devices and methodology. We recognize as revenue the net proceeds from the sale of theproduct gained.Direct Operating Costs and Expenses. The direct operating costs and expenses of our operations include the directlyrelated wages and employee benefits, utilities, communications, repairs and maintenance, property taxes, rent, vehicleexpenses, environmental compliance costs, materials and supplies.54 Table of ContentsDirect General and Administrative Expenses. The direct general and administrative expenses of our operationsinclude accounting and legal costs associated with annual and quarterly reports and tax return and Schedule K‑1 preparationand distribution, independent director fees and deferred equity‑based compensation.CRITICAL ACCOUNTING POLICIES AND ESTIMATESA summary of the significant accounting policies that we have adopted and followed in the preparation of ourhistorical consolidated financial statements is detailed in Note 1 of Notes to consolidated financial statements. Certain ofthese accounting policies require the use of estimates. We have identified the following estimates that, in our opinion, aresubjective in nature, require the exercise of judgment, and involve complex analyses. These estimates are based on ourknowledge and understanding of current conditions and actions that we may take in the future. Changes in these estimateswill occur as a result of the passage of time and the occurrence of future events. Subsequent changes in these estimates mayhave a significant impact on our financial condition and results of operations.Useful Lives of Plant and Equipment. We calculate depreciation using the straight‑line method, based on estimateduseful lives of our assets. These estimates are based on various factors including age (in the case of acquired assets),manufacturing specifications, technological advances and historical data concerning useful lives of similar assets.Uncertainties that impact these estimates include changes in laws and regulations relating to restoration, economic conditionsand supply and demand in the area. When assets are put into service, we make estimates with respect to useful lives that webelieve to be reasonable. However, subsequent events could cause us to change our estimates, thus impacting the futurecalculation of depreciation. Estimated useful lives are 15 to 25 years for plant, which includes buildings, storage tanks, andpipelines, and 3 to 25 years for equipment.Accrued Environmental Obligations. At December 31, 2014, we have an accrued liability of approximately$1.5 million representing our best estimate of the undiscounted future payments we expect to pay for environmental costs toremediate existing conditions. Estimates of our environmental obligations are subject to change due to a number of factorsand judgments involved in the estimation process, including the early stage of investigation at certain sites, the lengthy timeframes required to complete remediation, technology changes affecting remediation methods, alternative remediation methodsand strategies and changes in environmental laws and regulations. Changes in our estimates and assumptions may occur as aresult of the passage of time and the occurrence of future events.Costs incurred to remediate existing contamination at the terminals we acquired from TransMontaigne LLC havebeen, and are expected in the future to be, insignificant. Pursuant to agreements with TransMontaigne LLC,TransMontaigne LLC retained 100% of these liabilities and indemnified us against certain potential environmental claims,losses and expenses associated with the operation of the acquired terminal facilities and occurring before our date ofacquisition from TransMontaigne LLC, up to a maximum liability for these indemnification obligations (not to exceed$15.0 million for the Florida and Midwest terminals acquired on May 27, 2005, not to exceed $15.0 million for theBrownsville and River facilities acquired on December 31, 2006, not to exceed $15.0 million for the Southeast terminalsacquired on December 31, 2007 and not to exceed $2.5 million for the Pensacola terminal acquired on March 1, 2011).Goodwill. Goodwill is required to be tested for impairment annually unless events or changes in circumstancesindicate it is more likely than not that an impairment loss has been incurred at an interim date. Our annual test for theimpairment of goodwill is performed as of December 31. The impairment test is performed at the reporting unit level. Ourreporting units are our operating segments. The fair value of each reporting unit is determined on a stand‑alone basis from theperspective of a market participant and represents an estimate of the price that would be received to sell the unit as a whole inan orderly transaction between market participants at the measurement date. If the fair value of a reporting unit exceeds itscarrying amount, goodwill of the reporting unit is not considered to be impaired. Management exercises judgment inestimating the fair values of the reporting units. The reporting units’ fair values are estimated using a discounted cash flowtechnique. We believe that our estimates of the future cash flows and related assumptions are consistent with those that wouldbe used by market participants (that is, potential buyers of the reporting units). The cash flows represent our best estimate ofthe future revenues, expenses and capital expenditures to maintain the facilities associated with each of our reporting units.Estimated cash flows do not include future expenditures to expand the facilities beyond the expenditures necessary tocomplete expansion projects approved prior to December 31, 2014. The55 Table of Contentscash flows attributed to our reporting units include only a portion of our historical general and administrative expenses underthe assumption that market participants would only include limited amounts of general and administrative expenses in theirestimates of future cash flows, since market participants would likely have pre‑existing management and back officecapabilities (that is, a market participant synergy). At December 31, 2014 we discounted the estimated net cash flows at anassumed market participant weighted average cost of capital. The aggregate fair value of our reporting units was reconciled tothe fair value of our partners’ equity.At December 31, 2014, our only reporting unit that contained goodwill was our Brownsville terminals. Our estimateof the fair value of our Brownsville terminals at December 31, 2014 exceeded its carrying amount. Accordingly, we did notrecognize any goodwill impairment charges during the year ended December 31, 2014 for this reporting unit. However, asignificant decline in the price of our common units with a resulting increase in the assumed market participants’ weightedaverage cost of capital, the loss of a significant customer, the disposition of significant assets, or an unforeseen increase in thecosts to operate and maintain the Brownsville terminals, could result in the recognition of an impairment charge in the future.RESULTS OF OPERATIONS—YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012ANALYSIS OF REVENUETotal Revenue. We derive revenue from our terminal and pipeline transportation operations by charging fees forproviding integrated terminaling, transportation and related services. Our total revenue by category was as follows (inthousands): Total Revenue by Category Year ended Year ended Year ended December 31, December 31, December 31, 2014 2013 2012 Terminaling services fees, net $111,857 $118,585 $119,465 Pipeline transportation fees 3,314 7,600 5,656 Management fees and reimbursed costs 7,053 6,281 5,806 Other 27,838 26,420 25,312 Revenue $150,062 $158,886 $156,239 See discussion below for a detailed analysis of terminaling services fees, net, pipeline transportation fees,management fees and reimbursed costs and other revenue included in the table above.We operate our business and report our results of operations in five principal business segments: (i) Gulf Coastterminals, (ii) Midwest terminals and pipeline system, (iii) Brownsville terminals, (iv) River terminals and (v) Southeastterminals. The aggregate revenue of each of our business segments was as follows (in thousands): Year ended Year ended Year ended December 31, December 31, December 31, 2014 2013 2012 Gulf Coast terminals $55,209 $56,297 $57,752 Midwest terminals and pipeline system 11,813 11,561 10,553 Brownsville terminals 21,439 24,900 18,614 River terminals 9,308 10,955 14,161 Southeast terminals 52,293 55,173 55,159 Revenue $150,062 $158,886 $156,239 Total revenue by business segment is presented and further analyzed below by category of revenue.56 Table of ContentsTerminaling Services Fees, Net. Pursuant to terminaling services agreements with our customers, which range fromone month to ten years in duration, we generate fees by distributing and storing products for our customers. Terminalingservices fees, net include throughput fees based on the volume of product distributed from the facility, injection fees based onthe volume of product injected with additive compounds and storage fees based on a rate per barrel of storage capacity permonth. The terminaling services fees, net by business segments were as follows (in thousands): Terminaling Services Fees, Net, by Business Segment Year ended Year ended Year ended December 31, December 31, December 31, 2014 2013 2012 Gulf Coast terminals $43,777 $47,143 $47,692 Midwest terminals and pipeline system 8,164 7,926 5,381 Brownsville terminals 6,280 7,412 6,398 River terminals 8,566 10,093 13,219 Southeast terminals 45,070 46,011 46,775 Terminaling services fees, net $111,857 $118,585 $119,465 The decrease in terminaling services fees, net at our Gulf Coast terminals for the year ended December 31, 2014 ascompared to the year ended December 31, 2013 includes a decrease of approximately $4.1 million resulting from MorganStanley Capital Group terminating its bunker fuels agreement at our Port Manatee, Florida and Cape Canaveral, Floridaterminals effective May 31, 2014 and TransMontaigne LLC terminating its bunker fuels agreement at our Fisher Island,Florida terminal effective December 31, 2013. Effective December 23, 2014, we were able to re-contract the bunker fuelcapacity at our Cape Canaveral terminal to World Fuel Services Corporation for a three year term at similar rates to thepreceding agreement with Morgan Stanley Capital Group. We are currently in the process of identifying other potential partiesto re‑contract the remaining available bunker capacity at our Gulf Coast terminals.The decrease in terminaling services fees, net at our Brownsville terminals for the year ended December 31, 2014 ascompared to the year ended December 31, 2013 includes a decrease of approximately $0.7 million resulting from a November2013 fire that shut down Exxon’s King Ranch natural gas processing plant in Kleberg County, Texas. This plant supplies asignificant amount of LPG to Nieto Trading, B.V. who has contracted for the use of our Ella‑Brownsville and Diamondbackpipelines and the LPG storage capacity at our Brownsville terminals. The King Ranch plant became operational again in lateNovember 2014. We are currently in a dispute with Nieto Trading, B.V. regarding the fees that were due from them during theperiod when the King Ranch plant was not operational.The decrease in terminaling services fees, net at our River terminals for the year ended December 31, 2014 ascompared to the year ended December 31, 2013 and for the year ended December 31, 2013 as compared to the year endedDecember 31, 2012 includes a decrease of approximately $1.1 million and $4.0 million, respectively, resulting from a newterminaling services agreement with Valero Marketing and Supply Company that was effective April 1, 2013. This newterminaling services agreement reduced the third‑party customer’s minimum monthly throughput commitments fromapproximately 1.1 million barrels to approximately 0.6 million barrels of light refined product storage capacity at certain ofour River terminals. Effective October 6, 2014, we were able to re-contract 119,000 of available capacity at our Louisville andGreater Cincinnati, Kentucky terminals to a third party for a three year term commencing May 1, 2015. We are currently in theprocess of identifying other potential parties to re‑contract the remaining available capacity at our River terminals.Included in terminaling services fees, net for the years ended December 31, 2014, 2013 and 2012 are fees charged toaffiliates of approximately $59.0 million, $83.3 million and $84.1 million, respectively.Our terminaling services agreements are structured as either throughput agreements or storage agreements. Most ofour throughput agreements contain provisions that require our customers to throughput a minimum volume of product at ourfacilities over a stipulated period of time, which results in a fixed amount of revenue to be recognized by us. Our storageagreements require our customers to make minimum payments based on the volume of storage capacity available to thecustomer under the agreement, which results in a fixed amount of revenue to be recognized by us. We57 Table of Contentsrefer to the fixed amount of revenue recognized pursuant to our terminaling services agreements as being “firm commitments.”Revenue recognized in excess of firm commitments and revenue recognized based solely on the volume of product distributedor injected are referred to as “variable.” The “firm commitments” and “variable” revenue included in terminaling services fees,net were as follows (in thousands): Firm Commitments and Variable Revenue Year ended Year ended Year ended December 31, December 31, December 31, 2014 2013 2012 Firm commitments: External customers $49,024 $31,234 $32,412 Affiliates 58,226 83,328 84,347 Total 107,250 114,562 116,759 Variable: External customers 3,789 3,969 2,814 Affiliates 818 54 (108) Total 4,607 4,023 2,706 Terminaling services fees, net $111,857 $118,585 $119,465 At December 31, 2014, the remaining terms on the terminaling services agreements that generated “firmcommitments” for the year ended December 31, 2014 were as follows (in thousands): At December 31, 2014 Remaining minimum terms on terminaling services agreements that generated “firmcommitments:” Less than 1 year remaining $8,540 1 year or more, but less than 3 years remaining 80,655 3 years or more, but less than 5 years remaining 14,313 5 years or more remaining 3,742 Total firm commitments for the year ended December 31, 2014 $107,250 Pipeline Transportation Fees. We earn pipeline transportation fees at our Razorback, Diamondback andElla‑Brownsville pipelines based on the volume of product transported and the distance from the origin point to the deliverypoint. We own the Razorback and Diamondback pipelines, and we began leasing the Ella‑Brownsville pipeline from a thirdparty in January 2013. The Federal Energy Regulatory Commission regulates the tariff on our pipelines. The pipelinetransportation fees by business segments were as follows (in thousands): Pipeline Transportation Fees by Business Segment Year ended Year ended Year ended December 31, December 31, December 31, 2014 2013 2012 Gulf Coast terminals $— $— $— Midwest terminals and pipeline system 1,569 1,361 1,876 Brownsville terminals 1,745 6,239 3,780 River terminals — — — Southeast terminals — — — Pipeline transportation fees $3,314 $7,600 $5,656 The decrease in pipeline transportation fees for the year ended December 31, 2014 as compared to the year endedDecember 31, 2013 includes a decrease of approximately $4.5 million at our Brownsville terminals resulting from58 Table of Contentsa November 2013 fire that shut down Exxon’s King Ranch natural gas processing plant in Kleberg County, Texas. This plantsupplies a significant amount of LPG to Nieto Trading, B.V. who has contracted for the use of our Ella‑Brownsville andDiamondback pipelines and the LPG storage capacity at our Brownsville terminals. The King Ranch plant became operationalagain in late November 2014. We are currently in a dispute with Nieto Trading, B.V. regarding the fees that were due fromthem during the period when the King Ranch plant was not operational.Included in pipeline transportation fees for the years ended December 31, 2014, 2013 and 2012 are fees charged toaffiliates of approximately $0.2 million, $1.4 million and $5.7 million, respectively.Management Fees and Reimbursed Costs. We manage and operate for a major oil company certain tank capacity atour Port Everglades (South) terminal and receive reimbursement of their proportionate share of operating and maintenancecosts. We manage and operate for an affiliate of Mexico’s state‑owned petroleum company a bi‑directional products pipelineconnected to our Brownsville, Texas terminal facility and receive a management fee and reimbursement of costs. Effective asof April 1, 2011, upon the formation of Frontera, we began providing operations and maintenance services to Frontera for amanagement fee based on our costs incurred. The management fees and reimbursed costs by business segments were as follows(in thousands): Management Fees and Reimbursed Costs by Business Segment Year ended Year ended Year ended December 31, December 31, December 31, 2014 2013 2012 Gulf Coast terminals $986 $288 $288 Midwest terminals and pipeline system — — — Brownsville terminals 6,067 5,993 5,518 River terminals — — — Southeast terminals — — — Management fees and reimbursed costs $7,053 $6,281 $5,806 Included in management fees and reimbursed costs for the years ended December 31, 2014, 2013 and 2012 are feescharged to affiliates of approximately $4.4 million, $3.7 million and $3.4 million, respectively.Other Revenue. We provide ancillary services including heating and mixing of stored products, product transferservices, railcar handling, wharfage fees and vapor recovery fees. Pursuant to terminaling services agreements with certainthroughput customers, we are entitled to the volume of product gained resulting from differences in the measurement ofproduct volumes received and distributed at our terminaling facilities. Consistent with recognized industry practices,measurement differentials occur as the result of the inherent variances in measurement devices and methodology. Werecognize as revenue the net proceeds from the sale of the product gained. Other revenue is composed of the following (inthousands): Principal Components of Other Revenue Year ended Year ended Year ended December 31, December 31, December 31, 2014 2013 2012 Product gains $13,102 $14,788 $16,136 Steam heating fees 4,411 4,011 3,473 Product transfer services 1,944 1,511 1,166 Railcar handling 652 648 533 Other 7,729 5,462 4,004 Other revenue $27,838 $26,420 $25,312 59 Table of ContentsFor the years ended December 31, 2014, 2013 and 2012, we sold approximately 140,000, 159,000 and 161,000barrels, respectively, of product gained resulting from differences in the measurement of product volumes received anddistributed at our terminaling facilities at average prices of $106, $117 and $121 per barrel, respectively. Pursuant to ourterminaling services agreement related to the Southeast terminals, we agreed to rebate to our affiliate customer 50% of theproceeds we receive annually in excess of $4.2 million from the sale of product gains at our Southeast terminals. For the yearsended December 31, 2014 and 2013, we have accrued a liability due to our affiliate customer of approximately $1.8 millionand $3.8 million, respectively, representing our rebate liability.The increase in other, included in other revenue, for the year ended December 31, 2014 as compared to the yearended December 31, 2013 includes approximately $1.0 million of one-time tank cleaning settlements at our Gulf Coastterminals and approximately $0.9 million of insurance settlements at our Brownsville terminals.Included in other revenue for the years ended December 31, 2014, 2013 and 2012 are amounts charged to affiliates ofapproximately $10.6 million, $16.4 million and $17.3 million, respectively.The other revenue by business segments were as follows (in thousands): Other Revenue by Business Segment Year ended Year ended Year ended December 31, December 31, December 31, 2014 2013 2012 Gulf Coast terminals $10,446 $8,866 $9,772 Midwest terminals and pipeline system 2,080 2,274 3,296 Brownsville terminals 7,347 5,256 2,918 River terminals 742 862 942 Southeast terminals 7,223 9,162 8,384 Other revenue $27,838 $26,420 $25,312 ANALYSIS OF COSTS AND EXPENSESThe direct operating costs and expenses of our operations include the directly related wages and employee benefits,utilities, communications, repairs and maintenance, rent, property taxes, vehicle expenses, environmental compliance costs,materials and supplies. Consistent with historical trends, repairs and maintenance expenses can vary year-to-year based on thetiming of scheduled maintenance and unforeseen circumstances necessitating repairs to our terminals and pipelines. The directoperating costs and expenses of our operations were as follows (in thousands): Direct Operating Costs and Expenses Year ended Year ended Year ended December 31, December 31, December 31, 2014 2013 2012 Wages and employee benefits $22,967 $24,070 $22,957 Utilities and communication charges 8,075 7,690 6,972 Repairs and maintenance 17,174 20,439 21,440 Office, rentals and property taxes 9,179 9,017 6,669 Vehicles and fuel costs 1,198 1,394 1,306 Environmental compliance costs 2,642 2,705 2,978 Other 4,948 4,075 3,642 Direct operating costs and expenses $66,183 $69,390 $65,964 The increase in office, rentals and property taxes for the year ended December 31, 2013, as compared to the yearended December 31, 2012, includes an increase in rental expense of approximately $2.1 million at our Brownsville terminalsfor the Ella‑Brownsville pipeline lease beginning in January 2013.60 Table of ContentsThe direct operating costs and expenses of our business segments were as follows (in thousands): Direct Operating Costs and Expenses by Business Segment Year ended Year ended Year ended December 31, December 31, December 31, 2014 2013 2012 Gulf Coast terminals $19,426 $20,531 $21,586 Midwest terminals and pipeline system 3,134 2,912 1,976 Brownsville terminals 14,253 15,975 11,584 River terminals 7,976 7,866 9,171 Southeast terminals 21,394 22,106 21,647 Direct operating costs and expenses $66,183 $69,390 $65,964 Direct general and administrative expenses of our operations primarily include accounting and legal costs associatedwith annual and quarterly reports and tax return and Schedule K‑1 preparation and distribution, independent director fees anddeferred equity‑based compensation. The direct general and administrative expenses for the years ended December 31, 2014,2013 and 2012 were approximately $3.5 million, $3.9 million and $4.8 million, respectively.Allocated general and administrative expenses include charges from TransMontaigne LLC for indirect corporateoverhead to cover costs of centralized corporate functions such as legal, accounting, treasury, insurance administration andclaims processing, health, safety and environmental, information technology, human resources, credit, payroll, taxes,engineering and other corporate services. The allocated general and administrative expenses for the years ended December 31,2014, 2013 and 2012 were approximately $11.1 million, $11.0 million and $10.8 million, respectively.Allocated insurance expense include charges from TransMontaigne LLC for allocations of insurance premiums tocover costs of insuring activities such as property, casualty, pollution, automobile, directors’ and officers’ liability, and otherinsurable risks. The allocated insurance expenses for the years ended December 31, 2014, 2013 and 2012 were approximately$3.7 million, $3.8 million and $3.6 million, respectively.The accompanying consolidated financial statements also include amounts paid to TransMontaigne LLC as a partialreimbursement of bonus awards granted by TransMontaigne Services LLC to certain key officers and employees that vest overfuture service periods. The reimbursements were approximately $1.5 million, $1.3 million and $1.3 million for the years endedDecember 31, 2014, 2013 and 2012, respectively.Depreciation and amortization expenses for the years ended December 31, 2014, 2013 and 2012 were approximately$29.5 million, $29.6 million and $28.3 million, respectively.The accompanying consolidated financial statements for the year ended December 31, 2013 include a loss ofapproximately $1.3 million recognized on the sale of our Mexico operations to an unaffiliated third party effective August 8,2013 (see Note 3 of Notes to consolidated financial statements). The loss was measured as the difference between the netcarrying amount of the Mexico operations and net cash proceeds received from the sale.ANALYSIS OF INVESTMENTS IN UNCONSOLIDATED AFFILIATESAt December 31, 2014 and 2013, our investments in unconsolidated affiliates include a 42.5% ownership interest inBOSTCO and a 50% interest in Frontera. BOSTCO is a newly constructed terminal facility with approximately 7.1 millionbarrels of storage capacity at a cost of approximately $529 million. BOSTCO is located on the Houston Ship Channel andbegan initial commercial operations in the fourth quarter of 2013, with completion of the full 7.1 million barrels of storagecapacity and related infrastructure occurring at the end of third quarter of 2014 (see Note 3 of Notes to consolidated financialstatements). Frontera is a terminal facility located in Brownsville, Texas that encompasses approximately 1.5 million barrels oflight petroleum product storage capacity, as well as related ancillary facilities.61 Table of ContentsThe following table summarizes our investments in unconsolidated affiliates: Percentage of Carrying value ownership (in thousands) December 31, December 31, 2014 2013 2014 2013 BOSTCO 42.5 % 42.5 % $225,920 $186,181 Frontera 50 % 50 % 23,756 25,424 Total investments in unconsolidated affiliates $249,676 $211,605 At December 31, 2014 and 2013, our investment in BOSTCO includes approximately $7.8 million and $6.4 million,respectively, of excess investment related to a one time buy-in fee to acquire our 42.5% interest and capitalization of intereston our investment during the construction of BOSTCO. Excess investment is the amount by which our investment exceeds ourproportionate share of the book value of the net assets of the BOSTCO entity.Earnings (loss) from investments in unconsolidated affiliates were as follows (in thousands): Year ended Year ended Year ended December 31, December 31, December 31, 2014 2013 2012 BOSTCO $3,853 $(826) $— Frontera 590 505 558 Total earnings (loss) from investments inunconsolidated affiliates $4,443 $(321) $558 Additional capital investments in unconsolidated affiliates were as follows (in thousands): Year ended Year ended Year ended December 31, December 31, December 31, 2014 2013 2012 BOSTCO $43,635 $108,077 $78,930 Frontera 46 152 1,236 Additional capital investments in unconsolidatedaffiliates $43,681 $108,229 $80,166 Cash distributions received from unconsolidated affiliates were as follows (in thousands): Year ended Year ended Year ended December 31, December 31, December 31, 2014 2013 2012 BOSTCO $7,749 $— $— Frontera 2,304 1,467 1,435 Cash distributions received from unconsolidatedaffiliates $10,053 $1,467 $1,435 LIQUIDITY AND CAPITAL RESOURCESOur primary liquidity needs are to fund our working capital requirements, distributions to unitholders, approvedinvestments, approved capital projects and approved future expansion, development and acquisition opportunities. Futureexpansion, development and acquisition expenditures will depend on numerous factors, including the availability, economicsand cost of appropriate acquisitions which we identify and evaluate; the economics, cost and required regulatory approvalswith respect to the expansion and enhancement of existing systems and facilities; customer demand62 Table of Contentsfor the services we provide; local, state and federal governmental regulations; environmental compliance requirements; andthe availability of debt financing and equity capital on acceptable terms.We expect to initially fund our approved investments, approved capital projects and our approved future expansion,development and acquisition opportunities with additional borrowings under our credit facility. After initially funding theseexpenditures with borrowings under our credit facility, we may raise funds through additional equity offerings and debtfinancings. The proceeds of such equity offerings and debt financings may then be used to reduce our outstanding borrowingsunder our credit facility.Our capital expenditures for the year ended December 31, 2014 were approximately $7.0 million for terminal andpipeline facilities and assets to support these facilities. In addition, we made cash investments during the year endedDecember 31, 2014 of approximately $43.7 million in unconsolidated affiliates. At December 31, 2014, the remainingexpenditures to complete the approved additional expansion capital projects are estimated to be approximately $15 million.Amended and restated senior secured credit facility. On March 9, 2011, we entered into an amended and restatedsenior secured credit facility, or “credit facility”, which has been subsequently amended from time to time. Concurrent withthe Fifth Amendment to the credit facility, effective as of February 26, 2015, the credit facility provides for a maximumborrowing line of credit equal to the lesser of (i) $400 million and (ii) 4.75 times Consolidated EBITDA (as defined:$355.2 million at December 31, 2014). At our request, the maximum borrowing line of credit may be increased by anadditional $100 million, subject to the approval of the administrative agent and the receipt of additional commitments fromone or more lenders. The terms of the credit facility include covenants that restrict our ability to make cash distributions,acquisitions and investments, including investments in joint ventures. We may make distributions of cash to the extent of our“available cash” as defined in our partnership agreement. We may make acquisitions and investments that meet the definitionof “permitted acquisitions”; “other investments” which may not exceed 5% of “consolidated net tangible assets”; andadditional future “permitted JV investments” up to $125 million, which may include additional investments in BOSTCO. Theprincipal balance of loans and any accrued and unpaid interest are due and payable in full on the maturity date, July 31, 2018.We may elect to have loans under the credit facility bear interest either (i) at a rate of LIBOR plus a margin rangingfrom 2% to 3% depending on the total leverage ratio then in effect, or (ii) at the base rate plus a margin ranging from 1% to 2%depending on the total leverage ratio then in effect. We also pay a commitment fee on the unused amount of commitments,ranging from 0.375% to 0.5% per annum, depending on the total leverage ratio then in effect. Our obligations under the creditfacility are secured by a first priority security interest in favor of the lenders in the majority of our assets, including ourinvestments in unconsolidated affiliates. At December 31, 2014, our outstanding borrowings under the credit facility were$252 million.The credit facility also contains customary representations and warranties (including those relating to organizationand authorization, compliance with laws, absence of defaults, material agreements and litigation) and customary events ofdefault (including those relating to monetary defaults, covenant defaults, cross defaults and bankruptcy events). The primaryfinancial covenants contained in the credit facility are (i) a total leverage ratio test (not to exceed 4.75 times), (ii) a seniorsecured leverage ratio test (not to exceed 3.75 times) in the event we issue senior unsecured notes, and (iii) a minimum interestcoverage ratio test (not less than 3.0 times). These financial covenants are based on a defined financial performance measurewithin the credit facility known as “Consolidated EBITDA.” The63 Table of Contentscalculation of the “total leverage ratio” and “interest coverage ratio” contained in the credit facility is as follows (inthousands, except ratios): Twelve months Three months ended ended March 31, June 30, September 30, December 31, December 31, 2014 2014 2014 2014 2014 Financial performance debt covenant test: Consolidated EBITDA for the total leverage ratio, asstipulated in the credit facility $18,474 $20,181 $17,847 $18,278 $74,780 Consolidated funded indebtedness $252,000 Total leverage ratio 3.37 xConsolidated EBITDA for the interest coverageratio $18,474 $20,181 $17,847 $18,278 $74,780 Consolidated interest expense, as stipulated in thecredit facility $953 $1,226 $1,493 $1,817 $5,489 Interest coverage ratio 13.62 xReconciliation of consolidated EBITDA to cashflows provided by operating activities: Consolidated EBITDA $18,474 $20,181 $17,847 $18,278 $74,780 Consolidated interest expense (953) (1,226) (1,493) (1,817) (5,489) Amortization of deferred revenue (740) (671) (510) (516) (2,437) Change in operating assets and liabilities (5,431) (2,644) (869) 3,019 (5,925) Cash flows provided by operating activities $11,350 $15,640 $14,975 $18,964 $60,929 If we were to fail either financial performance covenant, or any other covenant contained in the credit facility, wewould seek a waiver from our lenders under such facility. If we were unable to obtain a waiver from our lenders and the defaultremained uncured after any applicable grace period, we would be in breach of the credit facility, and the lenders would beentitled to declare all outstanding borrowings immediately due and payable.Contractual Obligations and Contingencies. We have contractual obligations that are required to be settled in cash.The amounts of our contractual obligations at December 31, 2014 are as follows (in thousands): Years ending December 31, 2015 2016 2017 2018 2019 Thereafter Additions to property, plant and equipment undercontract $8,613 $— $— $— $— $— Operating leases—property and equipment 3,781 3,981 3,003 607 594 3,414 Long-term debt — — — 252,000 — — Interest expense on debt(1) 6,804 6,804 6,804 3,952 — — Total contractual obligations to be settled in cash $19,198 $10,785 $9,807 $256,559 $594 $3,414 (1)Assumes that our outstanding long‑term debt at December 31, 2014 remains outstanding until its maturity date under ourcredit facility and we incur interest expense at the weighted average interest rate on our borrowings outstanding for thethree months ended December 31, 2014, which is 2.7% per year.Off‑Balance Sheet Arrangements. See Notes 2, 8, 10, 11, 12, 14, 15 and 20 of Notes to consolidated financialstatements for additional information regarding our contractual obligations and off‑balance sheet arrangements that may affectour results of operations and financial condition. At December 31, 2014 our outstanding letters of credit were $nil.We believe that our future cash expected to be provided by operating activities, available borrowing capacity underour credit facility, and our relationship with institutional lenders and equity investors should enable us to meet our committedcapital and our essential liquidity requirements for the next twelve months.64 Table of ContentsITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKSMarket risk is the risk of loss arising from adverse changes in market rates and prices. The principal market risk towhich we are exposed is interest rate risk associated with borrowings under our credit facility. Borrowings under our creditfacility bear interest at a variable rate based on LIBOR or the lender’s base rate. At December 31, 2014, we had outstandingborrowings of $252 million under our credit facility. Based on the outstanding balance of our variable‑interest‑rate debt atDecember 31, 2014 and assuming market interest rates increase or decrease by 100 basis points, the potential annual increaseor decrease in interest expense is $2.5 million.We do not purchase or market products that we handle or transport and, therefore, we do not have material directexposure to changes in commodity prices, except for the value of product gains arising from certain of our terminalingservices agreements with our customers. Pursuant to our terminaling services agreement related to the Southeast terminals, weagreed to rebate our affiliate customer 50% of the proceeds we receive annually in excess of $4.2 million from the sale ofproduct gains at our Southeast terminals. We do not use derivative commodity instruments to manage the commodity riskassociated with the product we may own at any given time. Generally, to the extent we are entitled to retain product pursuantto terminaling services agreements with our customers, we sell the product to our affiliate and other marketing and distributioncompanies on a monthly basis at a sales price based on industry indices. For the years ended December 31, 2014, 2013 and2012, we sold approximately 140,000, 159,000 and 161,000 barrels, respectively, of product gained resulting from differencesin the measurement of product volumes received and distributed at our terminaling facilities at average prices of $106, $117and $121 per barrel, respectively.65 Table of ContentsITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAThe following consolidated financial statements should be read in conjunction with “Management’s Discussion andAnalysis of Financial Condition and Results of Operations” included elsewhere in this annual report.TransMontaigne Partners L.P. and Subsidiaries:Report of Independent Registered Public Accounting Firm 67 Consolidated balance sheets as of December 31, 2014 and 2013 68 Consolidated statements of comprehensive income for the years ended December 31, 2014, 2013 and 2012 69 Consolidated statements of partners’ equity for the years ended December 31, 2014, 2013 and 2012 70 Consolidated statements of cash flows for the years ended December 31, 2014, 2013 and 2012 71 Notes to consolidated financial statements 73 66 Table of ContentsReport of Independent Registered Public Accounting FirmTo the Board of Directors of TransMontaigne GP L.L.C. andThe Unitholders of TransMontaigne Partners L.P.Denver, ColoradoWe have audited the accompanying consolidated balance sheets of TransMontaigne Partners L.P. and subsidiaries(the “Partnership”) as of December 31, 2014 and 2013, and the related consolidated statements of comprehensive income,partners’ equity, and cash flows for each of the three years in the period ended December 31, 2014. These financial statementsare the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the financial statementsbased on our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting theamounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overall financial statement presentation. We believe thatour audits provide a reasonable basis for our opinion.In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position ofTransMontaigne Partners L.P. and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and theircash flows for each of the three years in the period ended December 31, 2014, in conformity with accounting principlesgenerally accepted in the United States of America.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (UnitedStates), the Partnership’s internal control over financial reporting as of December 31, 2014, based on the criteria established inInternal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the TreadwayCommission and our report dated March 12, 2015 expressed an unqualified opinion on the Partnership’s internal control overfinancial reporting./s/ DELOITTE & TOUCHE LLPDenver, ColoradoMarch 12, 201567 Table of ContentsTransMontaigne Partners L.P. and subsidiariesConsolidated balance sheets(Dollars in thousands) December 31, December 31, 2014 2013 ASSETS Current assets: Cash and cash equivalents $3,304 $3,263 Trade accounts receivable, net 9,359 6,427 Due from affiliates 1,316 2,257 Other current assets 3,065 3,478 Total current assets 17,044 15,425 Property, plant and equipment, net 385,301 407,045 Goodwill 8,485 8,485 Investments in unconsolidated affiliates 249,676 211,605 Other assets, net 3,551 5,872 $664,057 $648,432 LIABILITIES AND EQUITY Current liabilities: Trade accounts payable $6,887 $5,717 Accrued liabilities 9,835 16,189 Total current liabilities 16,722 21,906 Other liabilities 3,870 6,059 Long-term debt 252,000 212,000 Total liabilities 272,592 239,965 Commitments and contingencies (Note 15) Partners’ equity: Common unitholders (16,124,566 units issued and outstanding at December 31, 2014 and2013) 333,619 350,505 General partner interest (2% interest with 329,073 equivalent units outstanding atDecember 31, 2014 and 2013) 57,846 57,962 Total partners’ equity 391,465 408,467 $664,057 $648,432 See accompanying notes to consolidated financial statements.68 Table of ContentsTransMontaigne Partners L.P. and subsidiariesConsolidated statements of comprehensive income(In thousands, except per unit amounts) Year ended Year ended Year ended December 31, December 31, December 31, 2014 2013 2012 Revenue: External customers $75,909 $54,045 $45,749 Affiliates 74,153 104,841 110,490 Total revenue 150,062 158,886 156,239 Operating costs and expenses and other: Direct operating costs and expenses (66,183) (69,390) (65,964) Direct general and administrative expenses (3,535) (3,911) (4,810) Allocated general and administrative expenses (11,127) (10,963) (10,780) Allocated insurance expense (3,711) (3,763) (3,590) Reimbursement of bonus awards (1,500) (1,250) (1,250) Depreciation and amortization (29,522) (29,568) (28,260) Loss on disposition of assets — (1,294) — Earnings (loss) from unconsolidated affiliates 4,443 (321) 558 Total operating costs and expenses and other (111,135) (120,460) (114,096) Operating income 38,927 38,426 42,143 Other income (expenses): Interest expense (5,489) (2,712) (2,855) Amortization of deferred financing costs (975) (975) (767) Foreign currency transaction gain (loss) — (13) 51 Total other expenses, net (6,464) (3,700) (3,571) Net earnings 32,463 34,726 38,572 Other comprehensive income — foreign currency translation adjustments — 83 191 Comprehensive income $32,463 $34,809 $38,763 Net earnings $32,463 $34,726 $38,572 Less—earnings allocable to general partner interest including incentivedistribution rights (7,167) (5,929) (5,157) Net earnings allocable to limited partners $25,296 $28,797 $33,415 Net earnings per limited partner unit—basic and diluted $1.57 $1.90 $2.31 See accompanying notes to consolidated financial statements. 69 Table of ContentsTransMontaigne Partners L.P. and subsidiariesConsolidated statements of partners’ equity(Dollars in thousands) Accumulated General other Common partner comprehensive units interest income (loss) Total Balance January 1, 2012 $296,052 $56,490 $(666) $351,876 Distributions to unitholders (36,763) (5,083) — (41,846) Deferred equity-based compensation related to restricted phantomunits 398 — — 398 Purchase of 12,716 common units by our long-term incentive planand from affiliate (454) — — (454) Issuance of 11,980 common units by our long-term incentive plandue to vesting of restricted phantom units — — — — Net earnings for year ended December 31, 2012 33,415 5,157 — 38,572 Other comprehensive income—foreign currency translationadjustments — — 191 191 Balance December 31, 2012 292,648 56,564 (475) 348,737 Proceeds from offering of 1,667,500 common units, net ofunderwriters’ discounts and offering expenses of $3,462 68,774 — — 68,774 Contribution of cash by TransMontaigne GP to maintain its 2%general partner interest — 1,474 — 1,474 Distributions to unitholders (39,466) (6,005) — (45,471) Deferred equity-based compensation related to restricted phantomunits 337 — — 337 Purchase of 13,069 common units by our long-term incentive planand from affiliate (585) — — (585) Issuance of 10,608 common units by our long-term incentive plandue to vesting of restricted phantom units — — — — Net earnings for year ended December 31, 2013 28,797 5,929 — 34,726 Other comprehensive income—foreign currency translationadjustments — — 83 83 Foreign currency translation adjustments reclassified into lossupon the sale of the Mexico operations — — 392 392 Balance December 31, 2013 350,505 57,962 — 408,467 Distributions to unitholders (42,561) (7,283) — (49,844) Deferred equity-based compensation related to restricted phantomunits 721 — — 721 Purchase of 8,004 common units by our long-term incentive plan (342) — — (342) Issuance of 20,500 common units by our long-term incentive plandue to vesting of restricted phantom units — — — — Net earnings for year ended December 31, 2014 25,296 7,167 — 32,463 Balance December 31, 2014 $333,619 $57,846 $ — $391,465 See accompanying notes to consolidated financial statements.70 Table of ContentsTransMontaigne Partners L.P. and subsidiariesConsolidated statements of cash flows(In thousands) Year ended Year ended Year ended December 31, December 31, December 31, 2014 2013 2012 Cash flows from operating activities: Net earnings $32,463 $34,726 $38,572 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 29,522 29,568 28,260 Loss on disposition of assets — 1,294 — Loss (earnings) from unconsolidated affiliates (4,443) 321 (558) Distributions from unconsolidated affiliates 10,053 1,467 1,435 Deferred equity-based compensation 721 337 398 Amortization of deferred financing costs 975 975 767 Amortization of deferred revenue (2,437) (3,672) (4,624) Changes in operating assets and liabilities, net of effects from acquisitions anddispositions: Trade accounts receivable, net (2,838) (1,518) (640) Due from affiliates 941 778 1,662 Other current assets 413 472 203 Amounts due under long-term terminaling services agreements, net 1,298 792 552 Utility deposits returned — 135 — Trade accounts payable 615 (2,322) 2,623 Accrued liabilities (6,354) 882 (4,339) Net cash provided by operating activities 60,929 64,235 64,311 Cash flows from investing activities: Investments in unconsolidated affiliates (43,681) (108,229) (80,166) Capital expenditures (7,021) (13,838) (23,565) Proceeds from sale of assets — 2,109 18,000 Net cash used in investing activities (50,702) (119,958) (85,731) Cash flows from financing activities: Net proceeds from issuance of common units — 68,774 — Contribution of cash by TransMontaigne GP — 1,474 — Borrowings of debt under credit facility 136,700 168,500 147,000 Repayments of debt under credit facility (96,700) (140,500) (83,000) Deferred debt issuance costs — — (736) Distributions paid to unitholders (49,844) (45,471) (41,846) Purchase of common units by our long-term incentive plan and from affiliate (342) (585) (454) Net cash provided by (used in) financing activities (10,186) 52,192 20,964 Increase (decrease) in cash and cash equivalents 41 (3,531) (456) Foreign currency translation effect on cash — 49 63 Cash and cash equivalents at beginning of period 3,263 6,745 7,138 Cash and cash equivalents at end of period $3,304 $3,263 $6,745 Supplemental disclosures of cash flow information: Cash paid for interest $5,496 $2,604 $2,886 Property, plant and equipment acquired with accounts payable $1,273 $718 $3,473 See accompanying notes to consolidated financial statements. 71 Table of ContentsNotes to Consolidated Financial StatementsYears ended December 31, 2014, 2013 and 2012(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(a) Nature of businessTransMontaigne Partners L.P. (“Partners,” “we,” “us” or “our”) was formed in February 2005 as a Delaware limitedpartnership initially to own and operate refined petroleum products terminaling and transportation facilities. We conduct ouroperations in the United States along the Gulf Coast, in the Midwest, in Houston and Brownsville, Texas, along theMississippi and Ohio rivers, and in the Southeast. We provide integrated terminaling, storage, transportation and relatedservices for companies engaged in the trading, distribution and marketing of light refined petroleum products, heavy refinedpetroleum products, crude oil, chemicals, fertilizers and other liquid products.We are controlled by our general partner, TransMontaigne GP L.L.C. (“TransMontaigne GP”), which is awholly‑owned subsidiary of TransMontaigne LLC. At December 31, 2014, NGL Energy Partners LP (“NGL”) owned all of theissued and outstanding capital stock of TransMontaigne LLC, and, as a result, NGL is the indirect owner of our generalpartner. At December 31, 2014, TransMontaigne LLC and NGL had a significant interest in our partnership through theirindirect ownership of an approximate 19% limited partner interest, a 2% general partner interest and the incentive distributionrights.Prior to July 1, 2014, Morgan Stanley Capital Group Inc. (“Morgan Stanley Capital Group”), a wholly‑ownedsubsidiary of Morgan Stanley and the principal commodities trading arm of Morgan Stanley, owned all of the issued andoutstanding capital stock of TransMontaigne LLC, and, as a result, Morgan Stanley was the indirect owner of our generalpartner. Effective July 1, 2014, Morgan Stanley consummated the sale of its 100% ownership interest in TransMontaigneLLC to NGL.In addition to the sale of our general partner to NGL, NGL acquired the common units owned by TransMontaigneLLC and affiliates of Morgan Stanley, representing approximately 20% of our outstanding common units, and assumedMorgan Stanley Capital Group’s obligations under our light oil terminaling services agreements in Florida and the Southeastregions, excluding the Collins/Purvis tankage (collectively, the “NGL Acquisition”). All other terminaling servicesagreements with Morgan Stanley Capital Group remained with Morgan Stanley Capital Group. The NGL Acquisition did notinvolve the sale or purchase of any of our common units held by the public and our common units continue to trade on theNew York Stock Exchange.(b) Basis of presentation and use of estimatesOur accounting and financial reporting policies conform to accounting principles and practices generally accepted inthe United States of America. The accompanying consolidated financial statements include the accounts of TransMontaignePartners L.P., a Delaware limited partnership, and its controlled subsidiaries. Investments where we do not have the ability toexercise control, but do have the ability to exercise significant influence, are accounted for using the equity method ofaccounting. All inter‑company accounts and transactions have been eliminated in the preparation of the accompanyingconsolidated financial statements.The preparation of financial statements in conformity with generally accepted accounting principles requires us tomake estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assetsand liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reportingperiods. The following estimates, in management’s opinion, are subjective in nature, require the exercise of judgment, andinvolve complex analyses: useful lives of our plant and equipment, accrued environmental obligations and determining thefair value of our reporting units when analyzing goodwill. Changes in these estimates and assumptions will occur as a result ofthe passage of time and the occurrence of future events. Actual results could differ from these estimates.72 Table of ContentsNotes to Consolidated Financial Statements (Continued)Years ended December 31, 2014, 2013 and 2012(c) Accounting for terminal and pipeline operationsIn connection with our terminal and pipeline operations, we utilize the accrual method of accounting for revenue andexpenses. We generate revenue in our terminal and pipeline operations from terminaling services fees, transportation fees,management fees and cost reimbursements, fees from other ancillary services and gains from the sale of refined products.Terminaling services revenue is recognized ratably over the term of the agreement for storage fees and minimum revenuecommitments that are fixed at the inception of the agreement and when product is delivered to the customer for fees based on arate per barrel of throughput; transportation revenue is recognized when the product has been delivered to the customer at thespecified delivery location; management fee revenue and cost reimbursements are recognized as the services are performed oras the costs are incurred; ancillary service revenue is recognized as the services are performed; and gains from the sale ofrefined products are recognized when the title to the product is transferred.Pursuant to terminaling services agreements with certain of our throughput customers, we are entitled to the volumeof product gained resulting from differences in the measurement of product volumes received and distributed at ourterminaling facilities. Consistent with recognized industry practices, measurement differentials occur as the result of theinherent variances in measurement devices and methodology. We recognize as revenue the net proceeds from the sale of theproduct gained. For the years ended December 31, 2014, 2013 and 2012, we recognized revenue of approximately$13.1 million, $14.8 million and $16.1 million, respectively, for net product gained. Within these amounts, approximately$7.5 million, $12.7 million and $13.6 million, respectively, were pursuant to terminaling services agreements with affiliatecustomers.(d) Cash and cash equivalentsWe consider all short‑term investments with a remaining maturity of three months or less at the date of purchase to becash equivalents.(e) Property, plant and equipmentDepreciation is computed using the straight‑line method. Estimated useful lives are 15 to 25 years for terminals andpipelines, and 3 to 25 years for furniture, fixtures and equipment. All items of property, plant and equipment are carried atcost. Expenditures that increase capacity or extend useful lives are capitalized. Repairs and maintenance are expensed asincurred.We evaluate long‑lived assets for impairment whenever events or changes in circumstances indicate that the carryingvalue of an asset group may not be recoverable based on expected undiscounted future cash flows attributable to that assetgroup. If an asset group is impaired, the impairment loss to be recognized is the excess of the carrying amount of the assetgroup over its estimated fair value.(f) Investments in unconsolidated affiliatesWe account for our investments in our unconsolidated affiliates, which we do not control but do have the ability toexercise significant influence over, using the equity method of accounting. Under this method, the investment is recorded atacquisition cost, increased by our proportionate share of any earnings and additional capital contributions and decreased byour proportionate share of any losses, distributions received, and amortization of any excess investment. Excess investment isthe amount by which our total investment exceeds our proportionate share of the book value of the net assets of theinvestment entity. We evaluate our investments in unconsolidated affiliates for impairment whenever events or circumstancesindicate there is a loss in value of the investment that is other than temporary. In the event of impairment, we would record acharge to earnings to adjust the carrying amount to fair value.73 Table of ContentsNotes to Consolidated Financial Statements (Continued)Years ended December 31, 2014, 2013 and 2012(g) Environmental obligationsWe accrue for environmental costs that relate to existing conditions caused by past operations when probable andreasonably estimable (see Note 10 of Notes to consolidated financial statements). Environmental costs include initial sitesurveys and environmental studies of potentially contaminated sites, costs for remediation and restoration of sites determinedto be contaminated and ongoing monitoring costs, as well as fines, damages and other costs, including direct legal costs.Liabilities for environmental costs at a specific site are initially recorded, on an undiscounted basis, when it is probable thatwe will be liable for such costs, and a reasonable estimate of the associated costs can be made based on available information.Such an estimate includes our share of the liability for each specific site and the sharing of the amounts related to each sitethat will not be paid by other potentially responsible parties, based on enacted laws and adopted regulations and policies.Adjustments to initial estimates are recorded, from time to time, to reflect changing circumstances and estimates based uponadditional information developed in subsequent periods. Estimates of our ultimate liabilities associated with environmentalcosts are difficult to make with certainty due to the number of variables involved, including the early stage of investigation atcertain sites, the lengthy time frames required to complete remediation, technology changes, alternatives available and theevolving nature of environmental laws and regulations. We periodically file claims for insurance recoveries of certainenvironmental remediation costs with our insurance carriers under our comprehensive liability policies (see Note 5 of Notes toconsolidated financial statements). We recognize our insurance recoveries as a credit to income in the period that we assess thelikelihood of recovery as being probable (i.e., likely to occur).TransMontaigne LLC agreed to indemnify us against certain potential environmental claims, losses and expensesthat were identified on or before May 27, 2010 and that were associated with the ownership or operation of the Florida andMidwest terminal facilities prior to May 27, 2005, up to a maximum liability not to exceed $15.0 million for thisindemnification obligation. TransMontaigne LLC agreed to indemnify us against certain potential environmental claims,losses and expenses that were identified on or before December 31, 2011 and that were associated with the ownership oroperation of the Brownsville and River facilities prior to December 31, 2006, up to a maximum liability not to exceed$15.0 million for this indemnification obligation. TransMontaigne LLC agreed to indemnify us against certain potentialenvironmental claims, losses and expenses that were identified on or before December 31, 2012 and that were associated withthe ownership or operation of the Southeast terminals prior to December 31, 2007, up to a maximum liability not to exceed$15.0 million for this indemnification obligation. TransMontaigne LLC has agreed to indemnify us against certain potentialenvironmental claims, losses and expenses that are identified on or before March 1, 2016 and that were associated with theownership or operation of the Pensacola terminal prior to March 1, 2011, up to a maximum liability not to exceed $2.5 millionfor this indemnification obligation.(h) Asset retirement obligationsAsset retirement obligations are legal obligations associated with the retirement of long‑lived assets that result fromthe acquisition, construction, development or normal use of the asset. Generally accepted accounting principles require thatthe fair value of a liability related to the retirement of long‑lived assets be recorded at the time a legal obligation is incurred.Once an asset retirement obligation is identified and a liability is recorded, a corresponding asset is recorded, which isdepreciated over the remaining useful life of the asset. After the initial measurement, the liability is adjusted to reflect changesin the asset retirement obligation. If and when it is determined that a legal obligation has been incurred, the fair value of theliability is determined based on estimates and assumptions related to retirement costs, future inflation rates and interest rates.Our long‑lived assets include above‑ground storage facilities and underground pipelines. We are unable to predict if and whenthese long‑lived assets will become completely obsolete and require dismantlement. We have not recorded an asset retirementobligation, or corresponding asset, because the future dismantlement and removal dates of our long‑lived assets isindeterminable and the amount of any associated costs are believed to be insignificant. Changes in our assumptions andestimates may occur as a result of the passage of time and the occurrence of future events.74 Table of ContentsNotes to Consolidated Financial Statements (Continued)Years ended December 31, 2014, 2013 and 2012(i) Equity‑based compensation planGenerally accepted accounting principles require us to measure the cost of services received in exchange for an awardof equity instruments based on the grant‑date fair value of the award. That cost will be recognized over the period duringwhich a board member or employee is required to provide service in exchange for the award. We are required to estimate thenumber of equity instruments that are expected to vest in measuring the total compensation cost to be recognized over therelated service period. Compensation cost is recognized over the service period on a straight‑line basis.(j) Foreign currency translation and transactionsThe functional currency of Partners and its U.S.‑based subsidiaries is the U.S. Dollar. The functional currency of ourMexico operations, which we sold effective August 8, 2013 (see Note 3 of Notes to consolidated financial statements), was theMexican Peso. The assets and liabilities of our foreign subsidiaries were translated at period‑end rates of exchange, andrevenue and expenses were translated at average exchange rates prevailing for the period. The resulting translationadjustments, net of related income taxes, were recorded as a component of other comprehensive income in the consolidatedstatements of comprehensive income. Gains and losses from the re‑measurement of foreign currency transactions (transactionsdenominated in a currency other than the entity’s functional currency) were included in other income (expenses) in theconsolidated statements of comprehensive income.(k) Income taxesNo provision for U.S. federal income taxes has been reflected in the accompanying consolidated financial statementsbecause Partners is treated as a partnership for federal income taxes. As a partnership, all income, gains, losses, expenses,deductions and tax credits generated by Partners flow through to its unitholders.Partners is a taxable entity under certain U.S. state jurisdictions, primarily Texas. Partners accounts for U.S. stateincome taxes under the asset and liability method pursuant to generally accepted accounting principles. U.S. state incometaxes are not material.(l) Net earnings per limited partner unitNet earnings allocable to the limited partners, for purposes of calculating net earnings per limited partner unit, are netof the earnings allocable to the general partner interest and distributions payable to any restricted phantom units grantedunder the long‑term incentive plan that participate in Partners’ distributions (see Note 16 of Notes to consolidated financialstatements). The earnings allocable to the general partner interest include the distributions of available cash (as defined by ourpartnership agreement) attributable to the period to the general partner interest, net of adjustments for the general partner’sshare of undistributed earnings, and the incentive distribution rights. Undistributed earnings are the difference between theearnings and the distributions attributable to the period. Undistributed earnings are allocated to the limited partners andgeneral partner interest based on their respective sharing of earnings or losses specified in the partnership agreement, which isbased on their ownership percentages of 98% and 2%, respectively. The incentive distribution rights are not allocated aportion of the undistributed earnings given they are not entitled to distributions other than from available cash. Further, theincentive distribution rights do not share in losses under our partnership agreement. Basic net earnings per limited partner unitis computed by dividing net earnings allocable to limited partners by the weighted average number of limited partnershipunits outstanding during the period. Diluted net earnings per limited partner unit is computed by dividing net earningsallocable to the limited partners by the weighted average number of limited partnership units outstanding during the periodand any potential dilutive securities outstanding during the period.75 Table of ContentsNotes to Consolidated Financial Statements (Continued)Years ended December 31, 2014, 2013 and 2012(m) Recent accounting pronouncementsIn May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. The objective of this updateis to clarify the principles for recognizing revenue and to develop a common revenue standard. ASU 2014-09 is effective forannual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. We arecurrently evaluating the potential impact that the adoption will have on our disclosures and financial statements.(2) TRANSACTIONS WITH AFFILIATESOmnibus agreement. We have an omnibus agreement with TransMontaigne LLC that will continue in effect until theearlier to occur of (i) TransMontaigne LLC ceasing to control our general partner or (ii) the election of either us orTransMontaigne LLC to terminate the agreement, following at least 24 months’ prior written notice to the other parties.Under the omnibus agreement we pay TransMontaigne LLC an administrative fee for the provision of various generaland administrative services for our benefit. For the years ended December 31, 2014, 2013 and 2012, the annual administrativefee paid to TransMontaigne LLC was approximately $11.1 million, $11.0 million and $10.8 million, respectively. If weacquire or construct additional facilities, TransMontaigne LLC will propose a revised administrative fee covering theprovision of services for such additional facilities. If the conflicts committee of our general partner agrees to the revisedadministrative fee, TransMontaigne LLC will provide services for the additional facilities pursuant to the agreement. Theadministrative fee includes expenses incurred by TransMontaigne LLC to perform centralized corporate functions, such aslegal, accounting, treasury, insurance administration and claims processing, health, safety and environmental, informationtechnology, human resources, credit, payroll, taxes and engineering and other corporate services, to the extent such servicesare not outsourced by TransMontaigne LLC.The omnibus agreement further provides that we pay TransMontaigne LLC an insurance reimbursement for premiumson insurance policies covering our facilities and operations. For the years ended December 31, 2014, 2013 and 2012, theannual insurance reimbursement paid to TransMontaigne LLC was approximately $3.7 million, $3.8 million and $3.6 million,respectively. We also reimburse TransMontaigne LLC for direct operating costs and expenses that TransMontaigne LLCincurs on our behalf, such as salaries of operational personnel performing services on‑site at our terminals and pipelines andthe cost of their employee benefits, including 401(k) and health insurance benefits.We also agreed to reimburse TransMontaigne LLC and its affiliates for a portion of the incentive payment grants tokey employees of TransMontaigne LLC and its affiliates under the TransMontaigne Services LLC savings and retention plan,provided the compensation committee of our general partner determines that an adequate portion of the incentive paymentgrants are allocated to an investment fund indexed to the performance of our common units. For the years ended December 31,2014, 2013 and 2012, we reimbursed TransMontaigne LLC and its affiliates approximately $1.5 million, $1.3 million and$1.3 million, respectively.The omnibus agreement also provides TransMontaigne LLC a right of first refusal to purchase our assets, subject tocertain exceptions discussed below and provided that TransMontaigne LLC agrees to pay no less than 105% of purchase priceoffered by the third party bidder. Before we enter into any contract to sell such terminal or pipeline facilities, we must givewritten notice of all material terms of such proposed sale to TransMontaigne LLC. TransMontaigne LLC will then have thesole and exclusive option, for a period of 45 days following receipt of the notice. Subject to certain exceptions discussedbelow, TransMontaigne LLC also has a right of first refusal to contract for the use of any petroleum product storage capacitythat (i) is put into commercial service after January 1, 2008, or (ii) was subject to a terminaling services agreement that expiresor is terminated (excluding a contract renewable solely at the option of our customer), provided that TransMontaigne LLCagrees to pay no less than 105% of the fees offered by the third party customer. The above rights of first refusal do not applyto any storage capacity or terminaling assets76 Table of ContentsNotes to Consolidated Financial Statements (Continued)Years ended December 31, 2014, 2013 and 2012for which TransMontaigne LLC, or an affiliate of TransMontaigne LLC, has, subsequent to July 2013, elected to terminate (ornot renew upon expiration) its existing terminaling services agreement relating thereto.Environmental indemnification. In connection with our acquisition of the Florida and Midwest terminals,TransMontaigne LLC agreed to indemnify us against certain potential environmental claims, losses and expenses that wereidentified on or before May 27, 2010, and that were associated with the ownership or operation of the Florida and Midwestterminals prior to May 27, 2005. TransMontaigne LLC’s maximum liability for this indemnification obligation is$15.0 million. TransMontaigne LLC has no obligation to indemnify us for losses until such aggregate losses exceed$250,000. TransMontaigne LLC has no indemnification obligations with respect to environmental claims made as a result ofadditions to or modifications of environmental laws promulgated after May 27, 2005.In connection with our acquisition of the Brownsville, Texas and River terminals, TransMontaigne LLC agreed toindemnify us against potential environmental claims, losses and expenses that were identified on or before December 31,2011, and that were associated with the ownership or operation of the Brownsville and River facilities prior to December 31,2006. TransMontaigne LLC’s maximum liability for this indemnification obligation is $15.0 million. TransMontaigne LLChas no obligation to indemnify us for losses until such aggregate losses exceed $250,000. The deductible amount, cap amountand limitation of time for indemnification do not apply to any environmental liabilities known to exist as of December 31,2006. TransMontaigne LLC has no indemnification obligations with respect to environmental claims made as a result ofadditions to or modifications of environmental laws promulgated after December 31, 2006.In connection with our acquisition of the Southeast terminals, TransMontaigne LLC agreed to indemnify us againstpotential environmental claims, losses and expenses that were identified on or before December 31, 2012, and that wereassociated with the ownership or operation of the Southeast terminals prior to December 31, 2007. TransMontaigne LLC’smaximum liability for this indemnification obligation is $15.0 million. TransMontaigne LLC has no obligation to indemnifyus for losses until such aggregate losses exceed $250,000. The deductible amount, cap amount and limitation of time forindemnification do not apply to any environmental liabilities known to exist as of December 31, 2007. TransMontaigne LLChas no indemnification obligations with respect to environmental claims made as a result of additions to or modifications ofenvironmental laws promulgated after December 31, 2007.In connection with our acquisition of the Pensacola terminal, TransMontaigne LLC has agreed to indemnify usagainst potential environmental claims, losses and expenses that are identified on or before March 1, 2016, and that areassociated with the ownership or operation of the Pensacola terminal prior to March 1, 2011. Our environmental losses mustfirst exceed $200,000 and TransMontaigne LLC’s indemnification obligations are capped at $2.5 million. The deductibleamount, cap amount and limitation of time for indemnification do not apply to any environmental liabilities known to exist asof March 1, 2011. TransMontaigne LLC has no indemnification obligations with respect to environmental claims made as aresult of additions to or modifications of environmental laws promulgated after March 1, 2011.Terminaling services agreement—Florida and Midwest terminals. In connection with the NGL Acquisition,effective July 1, 2014, Morgan Stanley Capital Group assigned to NGL its obligations under our terminaling servicesagreement for light oil terminaling capacity at our Florida terminals. Effective September 16, 2014, we amended our long-termterminaling services agreement with RaceTrac Petroleum Inc. to include the use of gasoline, ethanol and diesel tankage at ourCape Canaveral, Port Manatee and Port Everglades South terminals. Simultaneous with the entry into the RaceTrac PetroleumInc. agreement, we amended the Florida and Midwest terminaling services agreement to immediately terminate NGL’sobligations at our Cape Canaveral and Port Everglades South terminals, and to terminate NGL’s obligation at our PortManatee terminal effective March 14, 2015. The tankage at Cape Canaveral and Port Everglades South became available toRaceTrac Petroleum Inc. on September 16, 2014. The tankage at Port Manatee is expected to become available to RaceTracPetroleum Inc. by the fall of 2015, upon the completion of certain enhancements at this facility.77 Table of ContentsNotes to Consolidated Financial Statements (Continued)Years ended December 31, 2014, 2013 and 2012On October 31, 2014, NGL provided us the required 18 months’ prior notice that it will terminate its remainingobligations under the Florida and Midwest terminaling services agreement effective April 30, 2016, which constitutes NGL’slight oil terminaling capacity at our Port Everglades North terminal.Effective May 31, 2014, the Florida tanks dedicated to bunker fuels were no longer subject to the Florida andMidwest terminaling services agreement. A large portion of this capacity has been re‑contracted to Glencore Ltd. effectiveJune 1, 2014.Under the Florida and Midwest terminaling services agreement, Morgan Stanley Capital Group had also contractedfor our Mount Vernon, Missouri and Rogers, Arkansas terminals and the use of our Razorback Pipeline, which runs fromMount Vernon to Rogers. We refer to these terminals and the related pipeline as the Razorback system. This portion of theFlorida and Midwest terminaling services agreement related to the Razorback system was terminated effective February 28,2014. Effective March 1, 2014, we entered into a ten-year capacity agreement with Magellan Pipeline Company, L.P.,covering 100% of the capacity of our Razorback system.Under the Florida and Midwest terminaling services agreement, taking into consideration terminations, MorganStanley Capital Group, and NGL as the successor to the agreement, was obligated to throughput a volume that, at the fee andtariff schedule contained in the agreement, resulted in minimum throughput payments to us of approximately $21.0 million,$36.0 million and $37.1 million for the years ended December 31, 2014, 2013 and 2012, respectively. The minimum annualthroughput payment is reduced proportionately for any decrease in storage capacity due to out‑of‑service tank capacity or forcapacity that has been vacated.If a force majeure event occurs that renders us unable to perform our obligations with respect to an asset, theobligations would be temporarily suspended with respect to that asset. If a force majeure event continues for 30 consecutivedays or more and results in a diminution in the storage capacity we make available, then the counterparty may terminate itsobligations with respect to the asset affected by the force majeure event and their minimum revenue commitment would bereduced proportionately for the duration of the agreement.Terminaling services agreement—Fisher Island terminal. We had a terminaling services agreement withTransMontaigne LLC that expired on December 31, 2013. Under this agreement, TransMontaigne LLC had agreed tothroughput at our Fisher Island terminal in the Gulf Coast region a volume of fuel oils that, at the fee schedule contained inthe agreement, resulted in minimum revenue to us of approximately $1.8 million for each of the years ended December 31,2013 and 2012, respectively. In exchange for its minimum throughput commitment, we had agreed to provideTransMontaigne LLC with approximately 185,000 barrels of fuel oil capacity.Terminaling services agreement—Cushing terminal. In July 2011, we entered into a terminaling services agreementwith Morgan Stanley Capital Group relating to our Cushing, Oklahoma facility that will expire in July 2019, subject to afive‑year automatic renewal unless terminated by either party upon 180 days’ prior notice. In exchange for its minimumrevenue commitment, we agreed to construct storage tanks and associated infrastructure to provide approximately 1.0 millionbarrels of crude oil capacity. These capital projects were completed and placed into service on August 1, 2012. Under thisagreement, Morgan Stanley Capital Group agreed to throughput a volume of crude oil at our terminal that will, at the feeschedule contained in the agreement, result in minimum throughput payments to us of approximately $4.3 million for eachone‑year period following the in‑service date of August 1, 2012. Subsequent to the NGL Acquisition, effective July 1, 2014,revenue associated with the Cushing tankage is recorded as revenue from external customers as opposed to revenue fromaffiliates.If a force majeure event occurs that renders us unable to perform our obligations with respect to an asset, MorganStanley Capital Group’s obligations would be temporarily suspended with respect to that asset. If a force majeure eventcontinues for 120 consecutive days or more and results in a diminution in the storage capacity we make available to MorganStanley Capital Group, Morgan Stanley Capital Group may terminate its obligations with respect to78 Table of ContentsNotes to Consolidated Financial Statements (Continued)Years ended December 31, 2014, 2013 and 2012the asset affected by the force majeure event and their minimum revenue commitment would be reduced proportionately forthe duration of the agreement.Terminaling services agreement—Southeast terminals. In connection with the NGL Acquisition, effective July 1,2014, Morgan Stanley Capital Group assigned to NGL its obligations under our terminaling services agreement relating to ourSoutheast terminals, excluding the Collins/Purvis tankage. The terminaling services agreement provisions pertaining to theCollins/Purvis tankage remained with Morgan Stanley Capital Group, and subsequent to the NGL Acquisition the revenueassociated with the Collins/Purvis tankage is recorded as revenue from external customers as opposed to revenue fromaffiliates. The Southeast terminaling services agreement, excluding the Collins/Purvis tankage, will continue in effect unlessand until NGL provides us at least 24 months’ prior notice of its intent to terminate the agreement. We have the right toterminate the terminaling services agreement effective at any time after July 31, 2023 by providing at least 24 months’ priornotice to NGL.Under this agreement, Morgan Stanley Capital Group, and NGL as the successor to the majority of the agreement, wasobligated to throughput a volume of refined product at our Southeast terminals that, at the fee schedule contained in theagreement, resulted in minimum throughput payments to us of approximately $36.8 million, $36.1 million and $35.4 for theyears ended December 31, 2014, 2013 and 2012, respectively; with stipulated annual increases in throughput paymentsthrough July 31, 2015, and for each contract year thereafter the throughput payments will adjust based on increases in theUnited States Consumer Price Index. The minimum annual throughput payment is reduced proportionately for any decrease instorage capacity due to out‑of‑service tank capacity.If a force majeure event occurs that renders us unable to perform our obligations with respect to an asset, theobligations would be temporarily suspended with respect to that asset. If a force majeure event continues for 30 consecutivedays or more and results in a diminution in the storage capacity we make available, the counterparty may terminate itsobligations with respect to the asset affected by the force majeure event and their minimum revenue commitment would bereduced proportionately for the duration of the agreement.On December 20, 2013, Morgan Stanley Capital Group provided us 24 months’ prior notice that it will terminate itsobligations under the Southeast terminaling services agreement relating to our Collins/Purvis terminal on December 31, 2015.This termination notice does not encompass the Collins/Purvis additional light oil tankage, which is part of a separateterminaling services agreement. Our firmly committed annual revenues under the Southeast terminaling services agreementwith respect to the Collins/Purvis terminal are approximately $9.2 million.Terminaling services agreement—Collins/Purvis additional light oil tankage. In January 2010, we entered into aterminaling services agreement with Morgan Stanley Capital Group for additional light oil tankage relating to ourCollins/Purvis, Mississippi facility that will expire in July 2018, after which the terminaling services agreement will continuein effect unless and until Morgan Stanley Capital Group provides us at least 24 months’ prior notice of its intent to terminatethe agreement. In exchange for its minimum revenue commitment, we agreed to undertake certain capital projects to provideapproximately 700,000 barrels of additional light oil capacity and other improvements at the Collins/Purvis terminal. Thesecapital projects were completed and placed into service in July 2011. Under this agreement, Morgan Stanley Capital Grouphas agreed to throughput a volume of light oil products at our terminal that will, at the fee schedule contained in theagreement, result in minimum throughput payments to us of approximately $4.1 million for the one‑year period following thein‑service date of July 2011 for the aforementioned capital projects, and for each contract year thereafter, subject to increasesbased on increases in the United States Consumer Price Index beginning July 1, 2018. Subsequent to the NGL Acquisition,effective July 1, 2014, revenue associated with the Collins/Purvis additional light oil tankage is recorded as revenue fromexternal customers as opposed to revenue from affiliates.If a force majeure event occurs that renders us unable to perform our obligations with respect to an asset, MorganStanley Capital Group’s obligations would be temporarily suspended with respect to that asset. If a force79 Table of ContentsNotes to Consolidated Financial Statements (Continued)Years ended December 31, 2014, 2013 and 2012majeure event continues for 30 consecutive days or more and results in a diminution in the storage capacity we makeavailable to Morgan Stanley Capital Group, Morgan Stanley Capital Group may terminate its obligations with respect to theasset affected by the force majeure event and their minimum revenue commitment would be reduced proportionately for theduration of the agreement.Barge dock services agreement—Baton Rouge dock. Effective May 2013, we entered into a barge dock servicesagreement with Morgan Stanley Capital Group relating to our Baton Rouge, LA dock facility that will expire in May 2023,subject to a five‑year automatic renewal unless terminated by either party upon 180 days’ prior notice. Under this agreement,Morgan Stanley Capital Group agreed to throughput a volume of refined product at our Baton Rouge dock facility that will, atthe fee schedule contained in the agreement, result in minimum throughput payments to us of approximately $1.2 million foreach of the first three years ending May 12, 2016 and approximately $0.9 million for each of the remaining seven yearsending May 12, 2023. In exchange for its minimum throughput commitment, we agreed to provide Morgan Stanley CapitalGroup with exclusive access to our dock facility. Effective September 1, 2014, Morgan Stanley Capital Group assigned itsrights and obligations under the Baton Rouge barge dock services agreement to Colonial Pipeline Company. Subsequent tothe NGL Acquisition, effective July 1, 2014, revenue associated with the Baton Rouge barge dock services agreement isrecorded as revenue from external customers as opposed to revenue from affiliates.Terminaling services agreement—Brownsville LPG. We had a terminaling services agreement withTransMontaigne LLC relating to our Brownsville, Texas facilities that terminated on December 31, 2012. The storagecapacity under this agreement is now under contract with Neito Trading, B.V. beginning January 1, 2013. Under thisagreement, TransMontaigne LLC had agreed to throughput at our Brownsville facilities certain minimum volumes of LPG thatresulted in minimum revenue to us of approximately $1.3 million for the year ended December 31, 2012.Operations and reimbursement agreement—Frontera. Effective as of April 1, 2011, we entered into the FronteraBrownsville LLC joint venture, or “Frontera”, in which we have a 50% ownership interest. In conjunction with us enteringinto the joint venture, we agreed to operate Frontera, in accordance with an operations and reimbursement agreement executedbetween us and Frontera, for a management fee that is based on our costs incurred. Our agreement with Frontera stipulates thatwe may resign as the operator at any time with the prior written consent of Frontera, or that we may be removed as the operatorfor good cause, which includes material noncompliance with laws and material failure to adhere to good industry practiceregarding health, safety or environmental matters. For the years ended December 31, 2014, 2013 and 2012, we recognizedapproximately $4.0 million, $3.7 million and $3.4 million, respectively, of revenue related to this operations andreimbursement agreement.(3) TERMINAL ACQUISITIONS AND DISPOSITIONSInvestment in BOSTCO. On December 20, 2012, we acquired a 42.5%, general voting, Class A Member(“ownership”) interest in BOSTCO, for approximately $79 million, from Kinder Morgan Battleground Oil, LLC, a whollyowned subsidiary of Kinder Morgan, Inc. (“Kinder Morgan”). BOSTCO is a new terminal facility on the Houston ShipChannel designed to handle residual fuel, feedstocks, distillates and other black oils. The initial phase of BOSTCO involvedthe construction of 51 storage tanks with approximately 6.2 million barrels of storage capacity. The BOSTCO facility beganinitial commercial operation in the fourth quarter of 2013. Completion of the full 6.2 million barrels of storage capacity andrelated infrastructure occurred in the second quarter of 2014.On June 5, 2013, we announced an expansion of BOSTCO. The expansion is supported by a long‑term leased storageand handling services contract with Morgan Stanley Capital Group and includes six, 150,000‑barrel, ultra‑low sulphur dieseltanks, additional pipeline and deepwater vessel dock access and high‑speed loading at a rate of 25,000 barrels per hour. Workon the 900,000 barrel expansion started in the second quarter of 2013, and was placed into service at the end of the thirdquarter of 2014. With the addition of this expansion project, BOSTCO has fully subscribed capacity of approximately7.1 million barrels at an overall construction cost of approximately $529 million.80 Table of ContentsNotes to Consolidated Financial Statements (Continued)Years ended December 31, 2014, 2013 and 2012Our total payments for the initial and for the expansion projects are estimated to be approximately $233 million, whichincludes our proportionate share of the BOSTCO project costs and necessary start‑up working capital, a one‑time buy‑in feepaid to Kinder Morgan to acquire our 42.5% interest and the capitalization of interest on our investment during theconstruction of BOSTCO. We have funded our payments for BOSTCO utilizing borrowings under our credit facility.Our investment in BOSTCO entitles us to appoint a member to the Board of Managers of BOSTCO to vote ourproportionate ownership share on general governance matters and to certain rights of approval over significant changes in, orexpansion of, BOSTCO’s business. Kinder Morgan is responsible for managing BOSTCO’s day‑to‑day operations. Our 42.5%ownership interest does not allow us to control BOSTCO, but does allow us to exercise significant influence over itsoperations. Accordingly, we account for our investment in BOSTCO under the equity method of accounting.Disposition of Mexico operations. Effective August 8, 2013, we sold our Mexico operations to an unaffiliated thirdparty for cash proceeds of approximately $2.1 million, net of $0.2 million in bank accounts sold related to the Mexicooperations. The Mexico operations consisted of a 7,000 barrel LPG storage terminal in Matamoros, Mexico and a seven milepipeline system connecting the Matamoros terminal to our Diamondback pipeline system at the U.S. border, which connectsto our Brownville, Texas terminals. The net carrying amount of the Mexico operations was approximately $3.4 million, whichwas in excess of the net cash proceeds, resulting in an approximate $1.3 million loss on disposition of assets. Theaccompanying consolidated financial statements exclude the assets, liabilities and results of the Mexico operationssubsequent to August 8, 2013.(4) CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLEOur primary market areas are located in the United States along the Gulf Coast, in the Southeast, in Brownsville,Texas, along the Mississippi and Ohio rivers, and in the Midwest. We have a concentration of trade receivable balances duefrom companies engaged in the trading, distribution and marketing of refined products and crude oil. These concentrations ofcustomers may affect our overall credit risk in that the customers may be similarly affected by changes in economic, regulatoryor other factors. Our customers’ historical financial and operating information is analyzed prior to extending credit. Wemanage our exposure to credit risk through credit analysis, credit approvals, credit limits and monitoring procedures, and forcertain transactions we may request letters of credit, prepayments or guarantees. We maintain allowances for potentiallyuncollectible accounts receivable.Trade accounts receivable, net consists of the following (in thousands): December 31, December 31, 2014 2013 Trade accounts receivable $9,823 $6,527 Less allowance for doubtful accounts (464) (100) $9,359 $6,427 The following table presents a rollforward of our allowance for doubtful accounts (in thousands): Balance at Balance at beginning Charged to end of of period expenses Deductions period 2014 $100 $364 $ — $464 2013 $200 $— $(100) $100 2012 $200 $— $— $200 81 Table of ContentsNotes to Consolidated Financial Statements (Continued)Years ended December 31, 2014, 2013 and 2012The following customers accounted for at least 10% of our consolidated revenue in at least one of the periodspresented in the accompanying consolidated statements of comprehensive income: Year endedYear endedYear ended December 31,December 31,December 31, 201420132012 NGL Energy Partners LP16 % —% —% Morgan Stanley Capital Group37 % 62 % 64 % (5) OTHER CURRENT ASSETSOther current assets are as follows (in thousands): December 31, December 31, 2014 2013 Amounts due from insurance companies $1,233 $1,722 Additive detergent 1,591 1,718 Deposits and other assets 241 38 $3,065 $3,478 Amounts due from insurance companies. We periodically file claims for recovery of environmental remediationcosts with our insurance carriers under our comprehensive liability policies. We recognize our insurance recoveries in theperiod that we assess the likelihood of recovery as being probable (i.e., likely to occur). At December 31, 2014 and 2013, wehave recognized amounts due from insurance companies of approximately $1.2 million and $1.7 million, respectively,representing our best estimate of our probable insurance recoveries. During the year ended December 31, 2014, we receivedreimbursements from insurance companies of approximately $0.5 million. During the year ended December 31, 2014, we didnot adjust our estimate of probable insurance recoveries.(6) PROPERTY, PLANT AND EQUIPMENT, NETProperty, plant and equipment, net is as follows (in thousands): December 31, December 31, 2014 2013 Land $52,519 $52,519 Terminals, pipelines and equipment 566,677 562,077 Furniture, fixtures and equipment 2,122 1,861 Construction in progress 5,444 2,730 626,762 619,187 Less accumulated depreciation (241,461) (212,142) $385,301 $407,045 82 Table of ContentsNotes to Consolidated Financial Statements (Continued)Years ended December 31, 2014, 2013 and 2012(7) GOODWILLGoodwill is as follows (in thousands): December 31, December 31, 2014 2013 Brownsville terminals $8,485 $8,485 Goodwill is required to be tested for impairment annually unless events or changes in circumstances indicate it ismore likely than not that an impairment loss has been incurred at an interim date. Our annual test for the impairment ofgoodwill is performed as of December 31. The impairment test is performed at the reporting unit level. Our reporting units areour operating segments (see Note 18 of Notes to consolidated financial statements). The fair value of each reporting unit isdetermined on a stand‑alone basis from the perspective of a market participant and represents an estimate of the price thatwould be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date. Ifthe fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to be impaired.At December 31, 2014 and 2013, our only reporting unit that contained goodwill was our Brownsville terminals. Ourestimate of the fair value of our Brownsville terminals at December 31, 2014 and 2013 exceeded its carrying amount.Accordingly, we did not recognize any goodwill impairment charges during the years ended December 31, 2014 and 2013,respectively, for this reporting unit. However, a significant decline in the price of our common units with a resulting increasein the assumed market participants’ weighted average cost of capital, the loss of a significant customer, the disposition ofsignificant assets, or an unforeseen increase in the costs to operate and maintain the Brownsville terminals, could result in therecognition of an impairment charge in the future.(8) INVESTMENTS IN UNCONSOLIDATED AFFILIATESAt December 31, 2014 and 2013, our investments in unconsolidated affiliates include a 42.5% ownership interest inBOSTCO and a 50% interest in Frontera. BOSTCO is a newly constructed terminal facility with approximately 7.1 millionbarrels of storage capacity at a cost of approximately $529 million. BOSTCO is located on the Houston Ship Channel andbegan initial commercial operations in the fourth quarter of 2013, with completion of the full 7.1 million barrels of storagecapacity and related infrastructure occurring at the end of third quarter of 2014 (see Note 3 of Notes to consolidated financialstatements). Frontera is a terminal facility located in Brownsville, Texas that encompasses approximately 1.5 million barrels oflight petroleum product storage capacity, as well as related ancillary facilities.The following table summarizes our investments in unconsolidated affiliates: Percentage of Carrying value ownership (in thousands) December 31, December 31, 2014 2013 2014 2013 BOSTCO 42.5 % 42.5 % $225,920 $186,181 Frontera 50 % 50 % 23,756 25,424 Total investments in unconsolidated affiliates $249,676 $211,605 At December 31, 2014 and 2013, our investment in BOSTCO includes approximately $7.8 million and $6.4 million,respectively, of excess investment related to a one time buy-in fee to acquire our 42.5% interest and83 Table of ContentsNotes to Consolidated Financial Statements (Continued)Years ended December 31, 2014, 2013 and 2012capitalization of interest on our investment during the construction of BOSTCO. Excess investment is the amount by whichour investment exceeds our proportionate share of the book value of the net assets of the BOSTCO entity.Earnings (loss) from investments in unconsolidated affiliates were as follows (in thousands): Year ended Year ended Year ended December 31, December 31, December 31, 2014 2013 2012 BOSTCO $3,853 $(826) $— Frontera 590 505 558 Total earnings (loss) from investments inunconsolidated affiliates $4,443 $(321) $558 Additional capital investments in unconsolidated affiliates were as follows (in thousands): Year ended Year ended Year ended December 31, December 31, December 31, 2014 2013 2012 BOSTCO $43,635 $108,077 $78,930 Frontera 46 152 1,236 Additional capital investments in unconsolidatedaffiliates $43,681 $108,229 $80,166 Cash distributions received from unconsolidated affiliates were as follows (in thousands): Year ended Year ended Year ended December 31, December 31, December 31, 2014 2013 2012 BOSTCO $7,749 $— $— Frontera 2,304 1,467 1,435 Cash distributions received from unconsolidatedaffiliates $10,053 $1,467 $1,435 The summarized financial information of our unconsolidated affiliates was as follows (in thousands):Balance sheets: BOSTCO Frontera December 31, December 31, 2014 2013 2014 2013 Current assets $19,400 $30,776 $4,222 $4,465 Long-term assets 511,373 458,707 44,528 47,691 Current liabilities (17,435) (66,469) (1,238) (1,308) Long-term liabilities — — — — Net assets $513,338 $423,014 $47,512 $50,848 84 Table of ContentsNotes to Consolidated Financial Statements (Continued)Years ended December 31, 2014, 2013 and 2012Statements of comprehensive income (loss): BOSTCO Frontera Year ended Year ended December 31, December 31, 2014 2013 2012 2014 2013 2012 Revenue $49,924 $3,917 $— $13,464 $12,388 $11,539 Expenses (40,185) (5,854) (7) (12,284) (11,378) (10,423) Net earnings and comprehensive income (loss) $9,739 $(1,937) $(7) $1,180 $1,010 $1,116 (9) OTHER ASSETS, NETOther assets, net are as follows (in thousands): December 31, December 31, 2014 2013 Amounts due under long-term terminaling services agreements: External customers $649 $592 Affiliates 945 2,146 1,594 2,738 Deferred financing costs, net of accumulated amortization of $3,278and $2,303, respectively 1,138 2,113 Customer relationships, net of accumulated amortization of $1,687 and$1,485, respectively 743 945 Deposits and other assets 76 76 $3,551 $5,872 Amounts due under long‑term terminaling services agreements. We have long‑term terminaling services agreementswith certain of our customers that provide for minimum payments that increase at stated amounts over the terms of therespective agreements. We recognize as revenue the minimum payments under the long‑term terminaling services agreementson a straight‑line basis over the term of the respective agreements. At December 31, 2014 and 2013, we have recognizedrevenue in excess of the minimum payments that are due through those respective dates under the long‑term terminalingservices agreements resulting in an asset of approximately $1.6 million and $2.7 million, respectively.Deferred financing costs. Deferred financing costs are amortized using the effective interest method over the term ofthe related credit facility.Customer relationships. Other assets, net include certain customer relationships at our River terminals. Thesecustomer relationships are being amortized on a straight‑line basis over twelve years. Expected future amortization expensefor the customer relationships as of December 31, 2014 is as follows (in thousands): Years ending December 31, 2015 2016 2017 2018 2019 Thereafter Amortization expense $202 $202 $202 $137 $— $— 85 Table of ContentsNotes to Consolidated Financial Statements (Continued)Years ended December 31, 2014, 2013 and 2012(10) ACCRUED LIABILITIESAccrued liabilities are as follows (in thousands): December 31, December 31, 2014 2013 Customer advances and deposits: External customers $2,756 $475 Affiliates — 6,264 2,756 6,739 Accrued property taxes 892 767 Accrued environmental obligations 1,524 1,966 Interest payable 159 163 Rebate due to affiliate 1,795 3,793 Accrued expenses and other 2,709 2,761 $9,835 $16,189 Customer advances and deposits. We bill certain of our customers one month in advance for terminaling services tobe provided in the following month. At December 31, 2014 and 2013, we have billed and collected from certain of ourcustomers approximately $2.8 million and $6.7 million, respectively, in advance of the terminaling services being provided.Accrued environmental obligations. At December 31, 2014 and 2013, we have accrued environmental obligationsof approximately $1.5 million and $2.0 million, respectively, representing our best estimate of our remediation obligations.During the year ended December 31, 2014, we made payments of approximately $0.6 million towards our environmentalremediation obligations. During the year ended December 31, 2014, we increased our remediation obligations byapproximately $0.1 million to reflect a change in our estimate of our future environmental remediation costs. Changes in ourestimates of our future environmental remediation obligations may occur as a result of the passage of time and the occurrenceof future events.The following table presents a rollforward of our accrued environmental obligations (in thousands): Balance at Increase Balance at beginning (decrease) end of of period Payments in estimate period 2014 $1,966 $(560) $118 $1,524 2013 $3,116 $(1,250) $100 $1,966 2012 $2,887 $(1,071) $1,300 $3,116 Rebate due to affiliate. Pursuant to our terminaling services agreement related to the Southeast terminals, we agreedto rebate to our affiliate customer 50% of the proceeds we receive annually in excess of $4.2 million from the sale of productgains at our Southeast terminals. At December 31, 2014 and 2013, we have accrued a liability due to affiliate of approximately$1.8 million and $3.8 million, respectively. In January 2015, we paid approximately $1.8 million to our affiliate customer,NGL, for the rebate due for the year ended December 31, 2014.86 Table of ContentsNotes to Consolidated Financial Statements (Continued)Years ended December 31, 2014, 2013 and 2012(11) OTHER LIABILITIESOther liabilities are as follows (in thousands): December 31, December 31, 2014 2013 Advance payments received under long-term terminaling servicesagreements $451 $297 Deferred revenue—ethanol blending fees and other projects 3,419 5,762 $3,870 $6,059 Advance payments received under long‑term terminaling services agreements. We have long‑term terminalingservices agreements with certain of our customers that provide for advance minimum payments. We recognize the advanceminimum payments as revenue either on a straight‑line basis over the term of the respective agreements or when services havebeen provided based on volumes of product distributed. At December 31, 2014 and 2013, we have received advance minimumpayments in excess of revenue recognized under these long‑term terminaling services agreements resulting in a liability ofapproximately $0.5 million and $0.3 million, respectively.Deferred revenue—ethanol blending fees and other projects. Pursuant to agreements with affiliates and others, weagreed to undertake certain capital projects that primarily pertain to providing ethanol blending functionality at certain of ourSoutheast terminals. Upon completion of the projects, affiliates and others have paid us lump‑sum amounts that will berecognized as revenue on a straight‑line basis over the remaining term of the agreements. At December 31, 2014 and 2013, wehave unamortized deferred revenue of approximately $3.4 million and $5.8 million, respectively, for completed projects.During the years ended December 31, 2014, 2013 and 2012, we billed affiliates and others approximately $0.1 million, $niland $1.0 million, respectively, for completed projects. During the years ended December 31, 2014, 2013 and 2012, werecognized revenue on a straight‑line basis of approximately $2.4 million, $3.7 million and $4.6 million, respectively, forcompleted projects.(12) LONG‑TERM DEBTOn March 9, 2011, we entered into an amended and restated senior secured credit facility, or “credit facility”, whichhas been subsequently amended from time to time. Concurrent with the Fifth Amendment to the credit facility, effective as ofFebruary 26, 2015, the credit facility provides for a maximum borrowing line of credit equal to the lesser of (i) $400 millionand (ii) 4.75 times Consolidated EBITDA (as defined: $355.2 million at December 31, 2014). At our request, the maximumborrowing line of credit may be increased by an additional $100 million, subject to the approval of the administrative agentand the receipt of additional commitments from one or more lenders. We may elect to have loans under the credit facility bearinterest either (i) at a rate of LIBOR plus a margin ranging from 2% to 3% depending on the total leverage ratio then in effect,or (ii) at the base rate plus a margin ranging from 1% to 2% depending on the total leverage ratio then in effect. We also pay acommitment fee on the unused amount of commitments, ranging from 0.375% to 0.5% per annum, depending on the totalleverage ratio then in effect. Our obligations under the credit facility are secured by a first priority security interest in favor ofthe lenders in the majority of our assets. The terms of the credit facility include covenants that restrict our ability to make cashdistributions, acquisitions and investments, including investments in joint ventures. We may make distributions of cash to theextent of our “available cash” as defined in our partnership agreement. We may make acquisitions and investments that meetthe definition of “permitted acquisitions”; “other investments” which may not exceed 5% of “consolidated net tangibleassets”; and additional future “permitted JV investments” up to $125 million, which may include additional investments inBOSTCO. The principal balance of loans and any accrued and unpaid interest are due and payable in full on the maturity date,July 31, 2018.The credit facility also contains customary representations and warranties (including those relating to organizationand authorization, compliance with laws, absence of defaults, material agreements and litigation) and87 Table of ContentsNotes to Consolidated Financial Statements (Continued)Years ended December 31, 2014, 2013 and 2012customary events of default (including those relating to monetary defaults, covenant defaults, cross defaults and bankruptcyevents). The primary financial covenants contained in the credit facility are (i) a total leverage ratio test (not to exceed 4.75times), (ii) a senior secured leverage ratio test (not to exceed 3.75 times) in the event we issue senior unsecured notes, and(iii) a minimum interest coverage ratio test (not less than 3.0 times).If we were to fail any financial performance covenant, or any other covenant contained in the credit facility, wewould seek a waiver from our lenders under such facility. If we were unable to obtain a waiver from our lenders and the defaultremained uncured after any applicable grace period, we would be in breach of the credit facility, and the lenders would beentitled to declare all outstanding borrowings immediately due and payable. We were in compliance with all of the financialcovenants under the credit facility as of December 31, 2014.For the years ended December 31, 2014, 2013 and 2012, the weighted average interest rate on borrowings under thecredit facility was approximately 2.6%, 2.5% and 2.4%, respectively. At December 31, 2014 and 2013, our outstandingborrowings under the credit facility were $252 million and $212 million, respectively. At December 31, 2014 and 2013, ouroutstanding letters of credit were $nil at both dates.We have an effective universal shelf‑registration statement and prospectus on Form S‑3 with the Securities andExchange Commission that expires in June 2016. TLP Finance Corp., a 100% owned subsidiary of Partners, may act as aco‑issuer of any debt securities issued pursuant to that registration statement. Partners and TLP Finance Corp. have noindependent assets or operations. Our operations are conducted by subsidiaries of Partners through Partners’ 100% ownedoperating company subsidiary, TransMontaigne Operating Company L.P. Each of TransMontaigne Operating Company L.P.s’and Partners’ other 100% owned subsidiaries (other than TLP Finance Corp., whose sole purpose is to act as co‑issuer of anydebt securities) may guarantee the debt securities. We expect that any guarantees will be full and unconditional and joint andseveral, subject to certain automatic customary releases, including sale, disposition, or transfer of the capital stock orsubstantially all of the assets of a subsidiary guarantor, exercise of legal defeasance option or covenant defeasance option, anddesignation of a subsidiary guarantor as unrestricted in accordance with the indenture. There are no significant restrictions onthe ability of Partners or any guarantor to obtain funds from its subsidiaries by dividend or loan. None of the assets of Partnersor a guarantor represent restricted net assets pursuant to the guidelines established by the Securities and ExchangeCommission.(13) PARTNERS’ EQUITYThe number of units outstanding is as follows: General Common partner units equivalent units Units outstanding at January 1, 2012 14,457,066 295,042 Public offering of common units — — TransMontaigne GP to maintain its 2% general partner interest — — Units outstanding at December 31, 2012 14,457,066 295,042 Public offering of common units 1,667,500 — TransMontaigne GP to maintain its 2% general partner interest — 34,031 Units outstanding at December 31, 2013 16,124,566 329,073 Public offering of common units — — TransMontaigne GP to maintain its 2% general partner interest — — Units outstanding at December 31, 2014 16,124,566 329,073 At December 31, 2014 and 2013, common units outstanding include 7,600 and 20,096 common units, respectively,held on behalf of TransMontaigne Services LLC’s long‑term incentive plan.88 Table of ContentsNotes to Consolidated Financial Statements (Continued)Years ended December 31, 2014, 2013 and 2012On July 24, 2013, we issued, pursuant to an underwritten public offering, 1,450,000 common units representinglimited partner interests at a public offering price of $43.32 per common unit. On July 30, 2013, the underwriters of oursecondary offering exercised in full their over‑allotment option to purchase an additional 217,500 common units representinglimited partnership interests at a price of $43.32 per common unit. The net proceeds from the offering were approximately$68.8 million, after deducting underwriting discounts, commissions, and offering expenses. Additionally,TransMontaigne GP, our general partner, made a cash contribution of approximately $1.5 million to us to maintain its 2%general partner interest.(14) LONG‑TERM INCENTIVE PLANTransMontaigne GP is our general partner and manages our operations and activities. TransMontaigne GP is anindirect wholly owned subsidiary of TransMontaigne LLC. TransMontaigne Services LLC is an indirect wholly ownedsubsidiary of TransMontaigne LLC. TransMontaigne Services LLC employs the personnel who provide support toTransMontaigne LLC’s operations, as well as our operations. TransMontaigne Services LLC adopted a long‑term incentiveplan for its employees and consultants and the independent directors of our general partner. The long‑term incentive plancurrently permits the grant of awards covering an aggregate of 2,428,377 units, which amount will automatically increase onan annual basis by 2% of the total outstanding common and subordinated units, if any, at the end of the preceding fiscal year.At December 31, 2014, 2,179,457 units are available for future grant under the long‑term incentive plan. Ownership in theawards is subject to forfeiture until the vesting date, but recipients have distribution and voting rights from the date of grant.The long‑term incentive plan is administered by the compensation committee of the board of directors of our generalpartner and is currently used for grants to the independent directors of our general partner. TransMontaigne GP purchasesoutstanding common units on the open market for purposes of making grants of restricted phantom units to independentdirectors of our general partner.TransMontaigne GP, on behalf of the long‑term incentive plan, has purchased 8,004, 7,728 and 6,825 common unitspursuant to the program during the years ended December 31, 2014, 2013 and 2012, respectively. In addition to the foregoingpurchases, upon the vesting of 10,000 restricted phantom units on August 10, 2013 and 2012, respectively, we purchased5,341 and 5,891 common units, respectively, from TransMontaigne Services LLC for the purpose of delivering these units tothe former Chief Executive Officer (“CEO”) of our general partner. These units were a component of 40,000 restricted phantomunits granted to the former CEO on August 10, 2009 under the long‑term incentive plan that vested ratably over a four yearvesting period.89 Table of ContentsNotes to Consolidated Financial Statements (Continued)Years ended December 31, 2014, 2013 and 2012Information about restricted phantom unit activity is as follows: Restricted NYSE Available for phantom closing future grant units price Units outstanding at January 1, 2012 1,293,772 37,000 Automatic increase in units available for future grant on January 1, 2012 289,141 — Grant on March 31, 2012 (8,000) 8,000 $34.76 Vesting on March 31, 2012 — (6,500) $34.76 Units withheld for taxes on March 31, 2012 411 — Units forfeited on July 18, 2012 4,500 (4,500) Vesting on August 10, 2012 — (10,000) $36.48 Units withheld for taxes on August 10, 2012 4,109 — Units outstanding at December 31, 2012 1,583,933 24,000 Automatic increase in units available for future grant on January 1, 2013 289,141 — Grant on March 31, 2013 (6,000) 6,000 $50.74 Vesting on March 31, 2013 — (5,500) $50.74 Units withheld for taxes on March 31, 2013 233 — Vesting on August 10, 2013 — (10,000) $41.38 Units withheld for taxes on August 10, 2013 4,659 — Units outstanding at December 31, 2013 1,871,966 14,500 Automatic increase in units available for future grant on January 1, 2014 322,491 — Grant on March 31, 2014 (6,000) 6,000 $43.08 Vesting on March 31, 2014 — (5,500) $43.08 Vesting on July 1, 2014 — (15,000) $43.80 Grant on September 30, 2014 (9,000) 9,000 $41.24 Units outstanding at December 31, 2014 2,179,457 9,000 In September of 2014, our general partner appointed three new independent directors to replace the independentdirectors that had resigned in August of 2014. The new independent directors, in aggregate, were granted 9,000 restrictedphantom units on September 30, 2014. We plan to recognize the deferred equity‑based compensation expense associated withthese grants on a straight-line basis over their respective four year vesting periods.On March 31, 2014, 2013 and 2012, TransMontaigne Services LLC granted 6,000, 6,000 and 8,000 restrictedphantom units, respectively, to the former independent directors of our general partner. We typically recognize the deferredequity‑based compensation expense associated with these annual grants on a straight-line basis over their respective four yearvesting periods. However, pursuant to the terms of the long‑term incentive plan, all outstanding grants of restricted phantomunits vest upon a change in control of TransMontaigne LLC. Accordingly, as a result of Morgan Stanley’s sale of its 100%ownership interest in TransMontaigne LLC to NGL, effective July 1, 2014 all 15,000 of the then outstanding restrictedphantom units vested, and equivalent common units were delivered to the independent directors of our general partner at thattime. As of July 1, 2014, we recognized in direct general and administrative expenses the remaining grant date fair valuepertaining to these 15,000 restricted phantom units, of approximately $0.6 million, as deferred equity‑based compensationbecause the requisite service period for these restricted phantom units had been completed upon the change in control.On July 18, 2012, a member of the board of directors of our general partner forfeited the vesting of 4,500 restrictedphantom units as a result of his voluntary resignation.Deferred equity‑based compensation of approximately $721,000, $337,000 and $398,000 is included in direct90 Table of ContentsNotes to Consolidated Financial Statements (Continued)Years ended December 31, 2014, 2013 and 2012general and administrative expenses for the years ended December 31, 2014, 2013 and 2012, respectively.(15) COMMITMENTS AND CONTINGENCIESContract commitments. At December 31, 2014, we have contractual commitments of approximately $8.6 million forthe supply of services, labor and materials related to capital projects that currently are under development. We expect thatthese contractual commitments will be paid during the year ending December 31, 2015.Operating leases. We lease property and equipment under non‑cancelable operating leases that extend throughAugust 2030. At December 31, 2014, future minimum lease payments under these non‑cancelable operating leases are asfollows (in thousands): Years ending December 31: 2015 $3,781 2016 3,981 2017 3,003 2018 607 2019 594 Thereafter 3,414 $15,380 Included in the above non‑cancelable operating lease commitments are amounts for property rentals that we havesublet under non‑cancelable sublease agreements, for which we expect to receive minimum rentals of approximately$1.1 million in future periods.Rental expense under operating leases was approximately $3.5 million, $3.4 million and $1.3 million for the yearsended December 31, 2014, 2013 and 2012, respectively.Legal proceedings. Exxon’s King Ranch natural-gas-processing plant in Kleberg County, Texas, was shut down asa result of a fire at the plant beginning in November 2013. This plant supplies a significant amount of liquefied petroleumgas, or “LPG,” to our third-party customer, Nieto Trading, B.V. (“Nieto”), which transports LPG through our Ella Brownsvilleand Diamondback pipelines, and has contracted for the LPG storage capacity at our Brownsville terminals. The King Ranchplant became operational again in late November 2014. In an effort to increase Nieto’s ability to transport LPG through theDiamondback pipeline during the period that Exxon’s King Ranch plant was not operating and in reliance upon Nieto’spromise to reimburse us for the costs of construction, we constructed a truck unloading facility at our Brownsville terminal forNieto’s use at a cost of approximately $0.5 million. Nieto disputes requesting such a facility and has not reimbursed us for it. Nieto also has claimed that the fire at the Exxon King Ranch plant constitutes a force majeure event that relieves Nieto of itsobligation to pay certain fees required under the related terminaling services agreement for failure to throughput a minimumnumber of barrels of LPG (“deficiency fees”). We do not believe that the King Ranch fire qualified as a force majeure eventunder the terminaling services agreement, or that, even if it did, it relieved Nieto of its obligation to pay the deficiency fees. As a result of Nieto’s failure to pay the deficiency fees due to us and Nieto’s failure to reimburse us for the costs of the truckunloading facility that we constructed for it, on September 26, 2014, we filed a complaint for damages and declaratory relief inthe Supreme Court of the State of New York, County of New York, against Nieto, by which we seek damages in the amount ofat least $4.2 million and a declaratory judgment clarifying our rights to receive the deficiency fees under the terminalingservices agreement. The $4.2 million in damages we seek is comprised of approximately $3.7 million in deficiency fees underthe terminaling services agreement as of the date of the complaint and approximately $0.5 million that we incurred inconstructing the truck unloading facility. Those numbers will be augmented as the case moves forward to reflect actualdeficiency fee damages to date, which increase monthly. No amounts for damages from Nieto have been or will be recognizedin our consolidated financial statements related to this litigation unless we prevail in this matter.91 Table of ContentsNotes to Consolidated Financial Statements (Continued)Years ended December 31, 2014, 2013 and 2012(16) NET EARNINGS PER LIMITED PARTNER UNITThe following table reconciles net earnings to earnings allocable to limited partners and sets forth the computation ofbasic and diluted net earnings per limited partner unit (in thousands): Year ended Year ended Year ended December 31, December 31, December 31, 2014 2013 2012 Net earnings $32,463 $34,726 $38,572 Less: Distributions payable on behalf of incentive distribution rights (6,650) (5,341) (4,475) Distributions payable on behalf of general partner interest (874) (809) (752) Earnings allocable to general partner interest less than distributionspayable to general partner interest 357 221 70 Earnings allocable to general partner interest including incentivedistribution rights (7,167) (5,929) (5,157) Net earnings allocable to limited partners per the consolidated statements ofcomprehensive income $25,296 $28,797 $33,415 Less distributions payable on behalf of unvested long-term incentive plangrants (32) (38) (76) Net earnings allocable to limited partners for calculating net earnings perlimited partner unit $25,264 $28,759 $33,339 Basic and diluted weighted average units 16,114 15,171 14,441 Net earnings per limited partner unit—basic and diluted $1.57 $1.90 $2.31 Pursuant to our partnership agreement we are required to distribute available cash (as defined by our partnershipagreement) as of the end of the reporting period. Such distributions are declared within 45 days after period end. Thefollowing table sets forth the distribution declared per common unit attributable to the periods indicated: Distribution January 1, 2012 through March 31, 2012 $0.630 April 1, 2012 through June 30, 2012 $0.640 July 1, 2012 through September 30, 2012 $0.640 October 1, 2012 through December 31, 2012 $0.640 January 1, 2013 through March 31, 2013 $0.640 April 1, 2013 through June 30, 2013 $0.650 July 1, 2013 through September 30, 2013 $0.650 October 1, 2013 through December 31, 2013 $0.650 January 1, 2014 through March 31, 2014 $0.660 April 1, 2014 through June 30, 2014 $0.665 July 1, 2014 through September 30, 2014 $0.665 October 1, 2014 through December 31, 2014 $0.665 (17) DISCLOSURES ABOUT FAIR VALUEGenerally accepted accounting principles defines fair value, establishes a framework for measuring fair value andexpands disclosures about fair value measurements. Generally accepted accounting principles also establishes a fair valuehierarchy that prioritizes the use of higher‑level inputs for valuation techniques used to measure fair value. The92 Table of ContentsNotes to Consolidated Financial Statements (Continued)Years ended December 31, 2014, 2013 and 2012three levels of the fair value hierarchy are: (1) Level 1 inputs, which are quoted prices (unadjusted) in active markets foridentical assets or liabilities; (2) Level 2 inputs, which are inputs other than quoted prices included within Level 1 that areobservable for the asset or liability, either directly or indirectly; and (3) Level 3 inputs, which are unobservable inputs for theasset or liability.The fair values of the following financial instruments represent our best estimate of the amounts that would bereceived to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between marketparticipants at that date. Our fair value measurements maximize the use of observable inputs. However, in situations wherethere is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects ourjudgments about the assumptions that market participants would use in pricing the asset or liability based on the bestinformation available in the circumstances. The following methods and assumptions were used to estimate the fair value offinancial instruments at December 31, 2014 and 2013.Cash and cash equivalents. The carrying amount approximates fair value because of the short‑term maturity of theseinstruments. The fair value is categorized in Level 1 of the fair value hierarchy.Debt. The carrying amount of our credit facility debt approximates fair value since borrowings under the facility bearinterest at current market interest rates. The fair value is categorized in Level 2 of the fair value hierarchy.(18) BUSINESS SEGMENTSWe provide integrated terminaling, storage, transportation and related services to companies engaged in the trading,distribution and marketing of refined petroleum products, crude oil, chemicals, fertilizers and other liquid products. Our chiefoperating decision maker is our general partner’s chief executive officer. Our general partner’s chief executive officer reviewsthe financial performance of our business segments using disaggregated financial information about “net margins” forpurposes of making operating decisions and assessing financial performance. “Net margins” is composed of revenue less directoperating costs and expenses. Accordingly, we present “net margins” for each of our business segments: (i) Gulf Coastterminals, (ii) Midwest terminals and pipeline system, (iii) Brownsville terminals, (iv) River terminals and (v) Southeastterminals.93 Table of ContentsNotes to Consolidated Financial Statements (Continued)Years ended December 31, 2014, 2013 and 2012The financial performance of our business segments is as follows (in thousands): Year ended Year ended Year ended December 31, December 31, December 31, 2014 2013 2012 Gulf Coast Terminals: Terminaling services fees, net $43,777 $47,143 $47,692 Other 11,432 9,154 10,060 Revenue 55,209 56,297 57,752 Direct operating costs and expenses (19,426) (20,531) (21,586) Net margins 35,783 35,766 36,166 Midwest Terminals and Pipeline System: Terminaling services fees, net 8,164 7,926 5,381 Pipeline transportation fees 1,569 1,361 1,876 Other 2,080 2,274 3,296 Revenue 11,813 11,561 10,553 Direct operating costs and expenses (3,134) (2,912) (1,976) Net margins 8,679 8,649 8,577 Brownsville Terminals: Terminaling services fees, net 6,280 7,412 6,398 Pipeline transportation fees 1,745 6,239 3,780 Other 13,414 11,249 8,436 Revenue 21,439 24,900 18,614 Direct operating costs and expenses (14,253) (15,975) (11,584) Net margins 7,186 8,925 7,030 River Terminals: Terminaling services fees, net 8,566 10,093 13,219 Other 742 862 942 Revenue 9,308 10,955 14,161 Direct operating costs and expenses (7,976) (7,866) (9,171) Net margins 1,332 3,089 4,990 Southeast Terminals: Terminaling services fees, net 45,070 46,011 46,775 Other 7,223 9,162 8,384 Revenue 52,293 55,173 55,159 Direct operating costs and expenses (21,394) (22,106) (21,647) Net margins 30,899 33,067 33,512 Total net margins 83,879 89,496 90,275 Direct general and administrative expenses (3,535) (3,911) (4,810) Allocated general and administrative expenses (11,127) (10,963) (10,780) Allocated insurance expense (3,711) (3,763) (3,590) Reimbursement of bonus awards (1,500) (1,250) (1,250) Depreciation and amortization (29,522) (29,568) (28,260) Loss on disposition of assets — (1,294) — Earnings (loss) from unconsolidated affiliates 4,443 (321) 558 Operating income 38,927 38,426 42,143 Other expenses, net (6,464) (3,700) (3,571) Net earnings $32,463 $34,726 $38,572 94 Table of ContentsNotes to Consolidated Financial Statements (Continued)Years ended December 31, 2014, 2013 and 2012Supplemental information about our business segments is summarized below (in thousands): Year ended December 31, 2014 Midwest Terminals and Gulf Coast Pipeline Brownsville River Southeast Terminals System Terminals Terminals Terminals Total Revenue: External customers $30,695 $8,827 $17,397 $8,408 $10,582 $75,909 NGL Energy Partners LP 7,032 — 7 231 16,253 23,523 Morgan Stanley Capital Group 17,472 2,986 — 669 25,248 46,375 Frontera — — 4,035 — — 4,035 TransMontaigne LLC 10 — — — 210 220 Revenue $55,209 $11,813 $21,439 $9,308 $52,293 $150,062 Capital expenditures $1,893 $484 $1,387 $1,433 $1,824 $7,021 Identifiable assets $122,366 $23,702 $45,742 $54,042 $163,722 $409,574 Cash and cash equivalents 3,304 Investments in unconsolidated affiliates 249,676 Deferred financing costs 1,138 Other 365 Total assets $664,057 Year ended December 31, 2013 Midwest Terminals and Gulf Coast Pipeline Brownsville River Southeast Terminals System Terminals Terminals Terminals Total Revenue: External customers $17,107 $1,865 $21,168 $10,161 $3,744 $54,045 Morgan Stanley Capital Group 37,343 9,696 — 770 51,274 99,083 Frontera — — 3,732 — — 3,732 TransMontaigne LLC 1,847 — — 24 155 2,026 Revenue $56,297 $11,561 $24,900 $10,955 $55,173 $158,886 Capital expenditures $2,109 $1,548 $1,529 $1,369 $7,283 $13,838 Identifiable assets $127,757 $25,245 $47,242 $56,071 $174,995 $431,310 Cash and cash equivalents 3,263 Investments in unconsolidated affiliates 211,605 Deferred financing costs 2,113 Other 141 Total assets $648,432 95 Table of ContentsNotes to Consolidated Financial Statements (Continued)Years ended December 31, 2014, 2013 and 2012 Year ended December 31, 2012 Midwest Terminals and Gulf Coast Pipeline Brownsville River Southeast Terminals System Terminals Terminals Terminals Total Revenue: External customers $15,482 $2,578 $10,154 $14,142 $3,393 $45,749 Morgan Stanley Capital Group 40,406 7,975 — 19 51,716 100,116 Frontera — — 3,445 — — 3,445 TransMontaigne LLC 1,864 — 5,015 — 50 6,929 Revenue $57,752 $10,553 $18,614 $14,161 $55,159 $156,239 Capital expenditures $1,718 $11,917 $1,658 $3,004 $5,268 $23,565 (19) FINANCIAL RESULTS BY QUARTER (UNAUDITED) Three months ended Year ended March 31, June 30, September 30, December 31, December 31, 2014 2014 2014 2014 2014 (in thousands except per unit amounts) Revenue $38,053 $39,359 $35,703 $36,947 $150,062 Direct operating costs and expenses (15,392) (16,396) (16,514) (17,881) (66,183) Direct general and administrative expenses (918) (462) (1,086) (1,069) (3,535) Allocated general and administrative expenses (2,782) (2,782) (2,782) (2,781) (11,127) Allocated insurance expense (914) (913) (942) (942) (3,711) Reimbursement of bonus awards (375) (375) (375) (375) (1,500) Depreciation and amortization (7,400) (7,396) (7,400) (7,326) (29,522) Earnings from unconsolidated affiliates 163 1,275 1,653 1,352 4,443 Operating income 10,435 12,310 8,257 7,925 38,927 Other expenses, net (1,197) (1,470) (1,737) (2,060) (6,464) Net earnings $9,238 $10,840 $6,520 $5,865 $32,463 Net earnings per limited partner unit—basic anddiluted $0.46 $0.56 $0.29 $0.26 $1.57 96 Table of ContentsNotes to Consolidated Financial Statements (Continued)Years ended December 31, 2014, 2013 and 2012 Three months ended Year ended March 31, June 30, September 30, December 31, December 31, 2013 2013 2013 2013 2013 (in thousands except per unit amounts) Revenue $41,598 $38,698 $38,374 $40,216 $158,886 Direct operating costs and expenses (16,728) (17,294) (17,843) (17,525) (69,390) Direct general and administrative expenses (1,100) (651) (1,201) (959) (3,911) Allocated general and administrative expenses (2,740) (2,741) (2,741) (2,741) (10,963) Allocated insurance expense (958) (935) (935) (935) (3,763) Reimbursement of bonus awards (313) (312) (313) (312) (1,250) Depreciation and amortization (7,339) (7,460) (7,392) (7,377) (29,568) Gain (loss) on disposition of assets — — (1,398) 104 (1,294) Earnings (loss) from unconsolidated affiliates 40 (4) 234 (591) (321) Operating income 12,460 9,301 6,785 9,880 38,426 Other expenses, net (922) (1,077) (781) (920) (3,700) Net earnings $11,538 $8,224 $6,004 $8,960 $34,726 Net earnings per limited partner unit—basic anddiluted $0.70 $0.47 $0.28 $0.45 $1.90 (20) SUBSEQUENT EVENTSOn January 8, 2015, we announced a distribution of $0.665 per unit for the period from October 1, 2014 throughDecember 31, 2014, and we paid the distribution on February 6, 2015 to unitholders of record on January 30, 2015.On February 26, 2015, we amended our credit facility to extend the maturity date to July 31, 2018, increase themaximum borrowing line of credit from $350 million to $400 million, and allow for up to $125 million in additional future“permitted JV investments”, which may include additional investments in BOSTCO. In addition, the amendment allows for,at our request, the maximum borrowing line of credit to be increased by an additional $100 million, subject to the approval ofthe administrative agent and the receipt of additional commitments from one or more lenders. 97 Table of ContentsITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURENone. ITEM 9A. CONTROLS AND PROCEDURESWe maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by usin the reports that we file or submit to the Securities and Exchange Commission under the Securities Exchange Act of 1934, asamended, is recorded, processed, summarized and reported within the time periods specified by the Commission’s rules and forms,and that information is accumulated and communicated to the management of our general partner, including our general partner’sprincipal executive and principal financial officer (whom we refer to as the Certifying Officers), as appropriate to allow timelydecisions regarding required disclosure. The management of our general partner evaluated, with the participation of the CertifyingOfficers, the effectiveness of our disclosure controls and procedures as of December 31, 2014, pursuant to Rule 13a‑15(b) under theExchange Act. Based upon that evaluation, the Certifying Officers concluded that, as of December 31, 2014, our disclosure controlsand procedures were effective at the reasonable assurance level. In addition, our Certifying Officers concluded that there were nochanges in our internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2014 that havematerially affected, or are reasonably likely to materially affect, our internal control over financial reporting.Management’s Report on Internal Control Over Financial ReportingThe management of our general partner is responsible for establishing and maintaining adequate internal control overfinancial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements for external purposes in accordance with generallyaccepted accounting principles.Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectivesbecause of its inherent limitations. Internal control over financial reporting is a process that involves human diligence andcompliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financialreporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk thatmaterial misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However,these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the processsafeguards to reduce, though not eliminate, this risk.The management of our general partner has used the framework set forth in the report entitled “Internal Control—IntegratedFramework (2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) to evaluatethe effectiveness of our internal control over financial reporting. Based on that evaluation, the management of our general partnerhas concluded that our internal control over financial reporting was effective as of December 31, 2014. The effectiveness of ourinternal control over financial reporting as of December 31, 2014 has been audited by Deloitte & Touche LLP, an independentregistered public accounting firm, as stated in their report which appears herein.March 12, 201598 Table of ContentsReport of Independent Registered Public Accounting FirmTo the Board of Directors of TransMontaigne GP L.L.C. andThe Unitholders of TransMontaigne Partners L.P.Denver, ColoradoWe have audited the internal control over financial reporting of TransMontaigne Partners L.P. and subsidiaries (the“Partnership”) as of December 31, 2014, based on criteria established in Internal Control—Integrated Framework (2013) issued bythe Committee of Sponsoring Organizations of the Treadway Commission. The Partnership’s management is responsible formaintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control overfinancial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Ourresponsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit.We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (UnitedStates). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internalcontrol over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internalcontrol over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in thecircumstances. We believe that our audit provides a reasonable basis for our opinion.A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’sprincipal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board ofdirectors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’sinternal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, inreasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles, and that receipts and expenditures of the company are being made only in accordance withauthorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timelydetection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financialstatements.Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion orimproper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timelybasis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods aresubject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as ofDecember 31, 2014, based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee ofSponsoring Organizations of the Treadway Commission.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (UnitedStates), the consolidated financial statements as of and for the year ended December 31, 2014 of the Partnership and our report datedMarch 12, 2015 expressed an unqualified opinion on those financial statements./s/ DELOITTE & TOUCHE LLPDenver, ColoradoMarch 12, 2015 ITEM 9B. OTHER INFORMATIONNo information was required to be disclosed in a report on Form 8‑K, but not so reported, for the quarter ended December 31,2014.99 Table of ContentsPart III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS OF OUR GENERAL PARTNER AND CORPORATE GOVERNANCEManagement of TransMontaigne PartnersTransMontaigne GP L.L.C. is our general partner and manages our operations and activities on our behalf. TransMontaigneServices LLC is an indirect wholly owned subsidiary of TransMontaigne LLC and TransMontaigne LLC, through its wholly ownedsubsidiaries, controls our general partner. TransMontaigne LLC is a wholly owned subsidiary of NGL. TransMontaigne Partners hasno officers or employees and all of our management and operational activities are provided by officers and employees of NGLEnergy Operating. Our general partner is not elected by our unitholders and is not subject to re‑election on a regular basis in thefuture. Unitholders are not entitled to elect directors to the board of directors of our general partner or directly or indirectlyparticipate in our management or operation. Under the Corporate Governance Guidelines adopted by the board of directors of ourgeneral partner, the board assesses, on an annual basis, the skills and characteristics that candidates for election to the board ofdirectors should possess, as well as the composition of the board of directors as a whole. This assessment includes the qualificationsunder applicable independence standards and other standards applicable to the board of directors and its committees, as well asconsideration of skills and experience in the context of the needs of the board of directors as a whole. Our general partner has noformal policy regarding the diversity of board members, but seeks to ensure that its board of directors collectively have the personalqualities to be able to make an active contribution to the board of directors’ deliberations, which qualities may include relevantindustry experience, financial management, reporting and control expertise and executive and operational management experience.Board of Directors and OfficersThe board of directors of our general partner oversees our operations. As part of its oversight function, the board of directorsmonitors how management operates the partnership, in part via its committee structure. When granting authority to management,approving strategies and receiving management reports, the board of directors considers, among other things, the risks andvulnerabilities we face. The audit committee of the board of directors considers risk issues associated with our overall accounting,financial reporting and disclosure process. Except for executive sessions held with unaffiliated directors, all members of the board ofdirectors are invited to and generally attend the meetings of the audit committee. The conflicts committee of our general partnerreviews specific matters that the board believes may involve conflicts of interests.As of the date of this report, there are seven members of the board of directors of our general partner, three of whom, Messrs. Blank, Burk and Ross, are independent as defined under the independence standards established by the New York Stock Exchange(the “NYSE”). The NYSE does not require a publicly traded limited partnership listed on the exchange, like TransMontaignePartners, to have a majority of independent directors on the board of directors of its general partner or to establish a compensationcommittee or a nominating or governance committee. However, the Governance Guidelines of our general partner provide that atleast three directors will be independent. On August 25, 2014, Jerry R. Masters, David A. Peters and Jay A. Weise, each anindependent director, resigned from the board of directors. Further, Mr. Masters resigned as chairman of the audit and compensationcommittees and as a member of the conflicts committee, Mr. Peters resigned as the chairman of the conflicts committee and as amember of the audit and compensation committees and Mr. Wiese resigned as a member of the audit, compensation and conflictscommittees. In their letter of resignation, Messrs. Masters, Peters and Weise indicated that there were no disagreements between themselves and the Partnership or the board of directors regarding the Partnership’s operations, policies or practices.On September 4, 2014, the board of directors of TransMontaigne GP appointed Robert A. Burk to serve as a director. Mr.Burk serves as a member of the audit and compensation committees, as the chair of the conflicts committee, and as the presidingdirector over non-management and independent directors. On September 24, 2014, the board of directors of the TransMontaigne GPappointed Steven A. Blank and Lawrence C. Ross to serve as directors. Mr. Blank serves as the chair of the audit committee and as amember of the compensation and conflicts committees. Based upon his education and employment experience, Mr. Blank qualifiesas an “audit committee financial expert” as defined by the Securities and Exchange Commission. Mr. Ross serves as the chair of thecompensation committee and as a member of the audit and conflicts committees. Messrs. Blank, Burk and Ross each qualify asindependent directors under the applicable listing standards of the NYSE.100 Table of ContentsThe officers of our general partner manage the day‑to‑day affairs of our business. All of the officers listed below split theirtime between managing our business and affairs and the business and affairs of TransMontaigne LLC. The officers of our generalpartner may face a conflict regarding the allocation of their time between our business and the other business interests ofTransMontaigne LLC. TransMontaigne LLC intends to seek to cause the officers to devote as much time to the management of ouroperations as is necessary for the proper conduct of our business and affairs.Directors and Executive OfficersThe following table shows information for the directors and reporting officers of TransMontaigne GP L.L.C. underSection 16 of the Securities Exchange Act of 1934:Name Age Position Frederick W. Boutin 59 Chief Executive Officer Gregory J. Pound 62 President and Chief Operating Officer Robert T. Fuller 45 Executive Vice President, Chief Financial Officer, Chief Accounting Officerand Treasurer Michael A. Hammell 44 Executive Vice President, General Counsel and Secretary Atanas H. Atanasov 41 Director Steven A. Blank 60 Director, Chairman of Audit Committee Benjamin Borgen 41 Director Robert A. Burk 57 Director, Chairman of Conflicts Committee Donald M. Jensen 53 Director David C. Kehoe 56 Director Lawrence C. Ross 68 Director, Chairman of Compensation Committee Frederick W. Boutin has served as Chief Executive Officer of TransMontaigne Partners since November of 2014. Prior tothen he served as Executive Vice President and Chief Financial Officer beginning in January 2008. Mr. Boutin also managedbusiness development and commercial contracting activities from December 2007 to July 2010 and from August 2013 to January2015. Mr. Boutin also served in various other capacities at TransMontaigne Inc., and its predecessors, since 1995. Prior to hisaffiliation with TransMontaigne, Mr. Boutin was a Vice President at Associated Natural Gas Corporation, and its successor DukeEnergy Field Services, and a certified public accountant with Peat Marwick. Mr. Boutin holds a B.S. in Electrical Engineering and anM.S. in Accounting from Colorado State University.Gregory J. Pound has served as the President and Chief Operating Officer of our general partner since January 2008 andserved as its Executive Vice President from May 2007 to December 2007. Mr. Pound has served as the Executive Vice President—Asset Operations of TransMontaigne LLC since February 2002. On October 10, 2014, Mr. Pound was appointed Executive VicePresident, Operations (Refined Products) of NGL. Robert T. Fuller was appointed Executive Vice President, Chief Financial Officer, Chief Accounting Officer and Treasurerof our general partner on October 20, 2014. Prior to October 20, 2014, Mr. Fuller served as Vice President and Chief AccountingOfficer of our general partner since January 2011 and as its Assistant Treasurer since February 2012. Prior to his employment withTransMontaigne LLC in July of 2010, Mr. Fuller spent 13 years with KPMG LLP. Mr. Fuller has a BA in Political Science from FortLewis College and a Masters in Accounting from the University of Colorado. Mr. Fuller is licensed as a Certified Public Accountantin Colorado and New York.Michael A. Hammell has served as Executive Vice President, General Counsel and Secretary of our general partner and itssubsidiaries and affiliates, including TransMontaigne LLC, since October 2012. Mr. Hammell served as the Senior Vice President,Assistant General Counsel and Secretary of each of the TransMontaigne LLC entities from July 2011 to October 2012; as VicePresident, Assistant General Counsel and Secretary from January 2011 to July 2011; as Vice President, Assistant General Counseland Assistant Secretary from November 2007 until January 2011 and as Assistant General Counsel from April 2007 to November2007. Prior to joining TransMontaigne LLC, Mr. Hammell practiced at the law firm of Hogan & Hartson LLP (now Hogan Lovells).Mr. Hammell received a B.S. in Business Administration from the University of Colorado at Boulder and a J.D. from NorthwesternUniversity School of Law.Atanas H. Atanasov was elected as a director of our general partner on July 1, 2014. Mr. Atanasov has served as a VicePresident of our general partner and its subsidiaries and affiliates, including TransMontaigne LLC, since July 2014. Mr. Atanasov was asked to join the board of directors, in part, based on his position at NGL and his executive management and financialaccounting experience. Mr. Atanasov was appointed as NGL’s Chief Financial Officer in May 2013. Mr. Atanasov joined NGL’smanagement team in November 2011, and previously served as NGL’s Senior Vice President of Finance and101 Table of ContentsTreasurer. Prior to joining NGL, Mr. Atanasov spent nine years at GE Capital, working in lending and leveraged equity. Prior to GECapital, he was with The Williams Companies, Inc. Mr. Atanasov is a Certified Public Accountant and holds an M.B.A. from theUniversity of Tulsa and a B.S. in Accounting from Oral Roberts University. Steven A. Blank was elected as a director of our general partner on September 24, 2014. Mr. Blank was asked to join theboard of directors, in part, based on his executive management experience in the energy industry, his financial and accountingknowledge and because he qualified as an independent director. Mr. Blank served as Executive Vice President, Chief FinancialOfficer and Treasurer of NuStar GP, LLC and NuStar GP Holdings from February 2012 until December 2013. Mr. Blank served asSenior Vice President and Chief Financial Officer of NuStar GP, LLC from January 2002 until February 2012. Mr. Blank also servedas NuStar GP, LLC’s Treasurer from July 2005 until February 2012. Mr. Blank has also served as Senior Vice President, ChiefFinancial Officer and Treasurer of NuStar GP Holdings from March 2006 until December 2013. From December 1999 untilJanuary 2002, Mr. Blank was Chief Accounting and Financial Officer and a director of NuStar GP, LLC. Mr. Blank served as VicePresident and Treasurer of Ultramar Diamond Shamrock Corporation from December 1996 until January 2002. Since February 2015Mr. Blank has served on the board of directors of Dakota Plains Holdings, Inc. an integrated midstream energy company operatingthe Pioneer Terminal in Mountrail County, North Dakota with services that include outbound crude storage, logistics and railtransportation and inbound frac sand logistics. Mr. Blank holds a B.A in History from the State University of New York and a Masterof International Affairs, Specialization in Business from Columbia University. Mr. Blank serves as the chair of the audit committeeof our general partner and as a member of the compensation and conflicts committees of our general partner.Benjamin Borgen was elected as a director of our general partner on July 1, 2014. Mr. Borgen has served as a Vice Presidentof our general partner and its subsidiaries and affiliates, including TransMontaigne LLC, since July 2014. Mr. Borgen was asked tojoin the board of directors, in part, based on his position at NGL and his executive management experience in the oil and gasindustry. Mr. Borgen serves as Senior Vice President of Ethanol for NGL. Mr. Borgen joined NGL in December 2013 in connectionwith NGL’s acquisition of Gavilon, LLC, where Mr. Borgen oversaw ethanol marketing, origination and investment beginning inJuly 2012. Prior to joining Gavilon, Mr. Borgen was Senior Vice President of Commodities for Aventine Renewable Energy fromMarch 2010 to April 2012. From June 2009 to February 2010, Mr. Borgen served as Director of Commodity Trading for BarclaysCapital. Prior to that, Mr. Borgen served as Vice President of Ethanol Trading and Marketing for Sempra Energy Trading fromApril 2005 to March 2009. Since February 2013, Mr. Borgen has served on the board of directors of E Energy Adams, anindependent ethanol producer. Mr. Borgen holds a B.A. from Concordia College in Moorhead, Minnesota. Robert A. Burk was elected as a director of our general partner on September 4, 2014. Mr. Burk was asked to join the boardof directors, in part, based on his executive management experience in the energy industry and because he qualified as anindependent director. Mr. Burk has served as the President and Managing Member of River District Development Group, LLC, aTulsa-based commercial and retail developer since 2007, and as President and Managing Member of South Memorial DevelopmentGroup, LLC, a Tulsa-based commercial and retail developer, since 2011. Mr. Burk has served as a director as well as chairman of theaudit committee and compliance committee, co-chairman of the IT committee, and a member of the executive committee and thecompensation committees of the board of directors of Pacific Commerce Bank, a Los Angeles, California community bank, since2011. From 2004 until 2007, Mr. Burk served as Vice President, Secretary and General Counsel of Energy Transfer Partners, L.P. Prior to joining Energy Transfer Partners, L.P., Mr. Burk was a partner in the law firm of Doerner, Sanders, Daniel & Anderson, LLP. Mr. Burk holds a B.S. in Animal Science from Missouri State University and a J.D. from the University of Arkansas. Mr. Burk servesas a member of the audit committee and the compensation committee of our general partner, as the chair of the conflicts committee ofour general partner, and as the presiding director over non-management and independent directors. Donald M. Jensen was elected as a director of our general partner on July 1, 2014. Mr. Jensen has served as a Vice Presidentof our general partner and its subsidiaries and affiliates, including TransMontaigne LLC, since July 2014. Mr. Jensen was asked tojoin the board of directors, in part, based on his position at NGL and his executive management experience. Mr. Jensen serves as theSenior Vice President, Refined Fuels for NGL. Mr. Jensen joined NGL in December 2013 in connection with NGL’s acquisition ofGavilon, LLC, where Mr. Jensen served as Senior Trader, Refined Products Trading from April 2010 to December 2013. Prior tojoining Gavilon, Mr. Jensen was the Vice President, Supply & Trading for Atlas Oil Company from October 2008 to January 2010. Prior to that, Mr. Jensen held various management and trading positions at energy companies, including SemFuel, L.P., LouisDreyfus Energy Services, Williams Energy Marketing Trading and Conoco Inc. Mr. Jensen holds an M.B.A. from the University ofUtah and a B.S. in Marketing from the University of Utah. David C. Kehoe was elected as a director of our general partner on July 1, 2014. Mr. Kehoe has served as a Vice President ofour general partner and its subsidiaries and affiliates, including TransMontaigne LLC, since July 2014. Mr. Kehoe was asked to jointhe board of directors, in part, based on his position at NGL and his executive management experience in the 102 Table of Contentsoil and gas industry. Mr. Kehoe serves as the Executive Vice President of the NGL — Crude Logistics segment. Mr. Kehoe joinedNGL’s management team through its June 2012 merger with High Sierra Energy LP. Mr. Kehoe has served on High Sierra’smanagement team since 2007. Prior to that, Mr. Kehoe held various leadership positions with Petro Source Partners, LP from 1989 to2007. Lawrence C. Ross was elected as a director of our general partner on September 24, 2014. Mr. Ross was asked to join theboard of directors, in part, based on his executive management experience in the energy industry and because he qualified as anindependent director. From 2006 until his retirement in 2014, Mr. Ross was a corporate attorney in private practice in Denver,Colorado. From 2000 until 2006, Mr. Ross served as Vice President, General Counsel and Assistant Secretary for SamsoniteCorporation. From 1981 until 1997, Mr. Ross served as Vice President, General Counsel and Secretary of Total Petroleum, Inc., theNorth American affiliate of Total S.A. Prior thereto, Mr. Ross served as the General Counsel and Secretary of Vickers PetroleumCorporation. Mr. Ross holds a B.A. and a J.D. from the University of Kansas. Mr. Ross serves as the chair of the CompensationCommittee of our general partner and as a member of the Audit and Conflicts Committees of our general partner.Compliance with Section 16(a) of the Securities Exchange Act of 1934Section 16(a) of the Securities Exchange Act of 1934 requires the executive officers and directors of our general partner, andpersons who own more than ten percent of a registered class of our equity securities (collectively, “Reporting Persons”) to file withthe SEC and the New York Stock Exchange initial reports of ownership and reports of changes in ownership of our common unitsand our other equity securities. Specific due dates for those reports have been established, and we are required to report herein anyfailure to file reports by those due dates. Reporting Persons are also required by SEC regulations to furnish TransMontaigne Partnerswith copies of all Section 16(a) reports they file.To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that noother reports were required during the year ended December 31, 2014, all Section 16(a) filing requirements applicable to suchReporting Persons were satisfied, except that Mr. Burk’s Form 3 filed with the SEC on September 8, 2014 inadvertently failed todisclose an additional 1,953 common units that were, unbeknownst to Mr. Burk, held in an investment account under the investmentdirection of Mr. Burk’s broker. On March 9, 2015, Mr. Burk filed a Form 3/A to disclose such additional common units.Audit CommitteeThe board of directors of our general partner has a standing audit committee. The audit committee currently has threemembers, Steven A. Blank, Robert A. Burk and Lawrence C. Ross, each of whom is able to understand fundamental financialstatements and at least one of whom has past experience in accounting or related financial management. The board has determinedthat each member of the audit committee is independent under Section 303A.02 of the New York Stock Exchange listing standardsand Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended. In making the independence determination, the boardconsidered the requirements of the New York Stock Exchange and the Corporate Governance Guidelines of our general partner.Among other factors, the board considered current or previous employment with the partnership, its auditors or their affiliates by thedirector or his immediate family members, ownership of our voting securities, and other material relationships with the partnership.The audit committee has adopted a charter, which has been ratified and approved by the board of directors of our general partner.With respect to material relationships, the following relationships are not considered to be material for purposes of assessingindependence: service as an officer, director, employee or trustee of, or greater than five percent beneficial ownership in (a) a supplierto the partnership if the annual sales to the partnership are less than one percent of the sales of the supplier; (b) a lender to thepartnership if the total amount of the partnership’s indebtedness is less than one percent of the total consolidated assets of the lender;or (c) a charitable organization if the total amount of the partnership’s annual charitable contributions to the organization are lessthan three percent of that organization’s annual charitable receipts.Based upon his education and employment experience as more fully detailed in Mr. Blank’s biography set forth above, Mr. Blank has been designated by the board as the audit committee’s financial expert meeting the requirements promulgated by the SECand set forth in Item 407(d)(5)(ii) of Regulation S‑K of the Securities Exchange Act of 1934.Conflicts CommitteeMessrs. Blank, Burk and Ross currently serve on the conflicts committee of the board of directors of our general partner. Theconflicts committee reviews specific matters that the board believes may involve conflicts of interest. The conflicts103 Table of Contentscommittee determines if the resolution of the conflict of interest is fair and reasonable to us. The members of the conflicts committeemay not be officers or employees of our general partner or directors, officers, or employees of its affiliates, and must meet theindependence standards established by the New York Stock Exchange and the Securities Exchange Act of 1934 to serve on an auditcommittee of a board of directors, and certain other requirements. Any matter approved by the conflicts committee will beconclusively deemed to be fair and reasonable to us, to be approved by all of our partners, and not deemed a breach by our generalpartner of any duties it may owe us or our unitholders.Compensation CommitteeAlthough not required by New York Stock Exchange listing requirements, the board of directors of our general partner has astanding compensation committee, which (1) administers the TransMontaigne Services LLC long term incentive plan, pursuant towhich we currently grant equity based awards to the independent directors of our general partner, and (2) which reviews theallocation of grants to certain employees of NGL Energy Operating under the TransMontaigne Services LLC savings and retentionplan. The compensation committee has adopted a charter, which the board of directors of our general partner has ratified andapproved. The committee may from time to time address on an ad hoc basis other issues related to compensation and benefits. Messrs. Blank, Burk and Ross currently serve on the compensation committee.Corporate Governance Guidelines; Code of Business Conduct and EthicsThe board of directors of our general partner has adopted Corporate Governance Guidelines that outline the importantpolicies and practices regarding our governance. The board of directors has no policy requiring that we have a Chairman of theBoard or that the positions of the Chairman of the Board and the Chief Executive Officer of our general partner be separate or thatthey be occupied by the same individual. The board of directors believes that this issue is properly addressed as part of thesuccession planning process and that a determination on this subject should be made when it elects a new chief executive officer orat such other times as when consideration of the matter is warranted by circumstances.The audit committee has adopted a Code of Business Conduct and Ethics, which the board of directors of our generalpartner has ratified and approved. The Code of Business Conduct applies to all employees of NGL Energy Operating acting onbehalf of our general partner and to the officers and directors of our general partner. The audit committee has also adopted, and theboard of directors of our general partner has ratified and approved, a Code of Ethics for Senior Financial Officers of our generalpartner. The Code of Ethics for Senior Financial Officers applies to the senior financial officers of our general partner, including thechief executive officer, the chief financial officer and the chief accounting officer or persons performing similar functions. The Codeof Business Conduct and Code of Ethics for Senior Financial Officers each require prompt disclosure of any waiver of the code forexecutive officers or directors made by the general partner’s board of directors or any committee thereof as required by law or theNew York Stock Exchange.Copies of our Code of Business Conduct, Code of Ethics for Senior Financial Officers, Corporate Governance Guidelines,Audit Committee Charter, and Compensation Committee Charter, are available on our website at www.transmontaignepartners.com.Communications by UnitholdersPursuant to our Corporate Governance Guidelines, the board of directors of our general partner meets at the conclusion ofregularly‑scheduled board meetings without the executive officers of our general partner or other employees of NGL EnergyOperating present, which meetings are presided over by Mr. Burk as presiding director. In addition, the independent members of theboard of directors of our general partner meet in executive sessions at the conclusion of regularly‑scheduled board meetings,pursuant to which, the board has chosen Mr. Burk to preside as chair of these executive session meetings.Unitholders and other interested parties may communicate with (1) Mr. Burk, in his capacity as chairman of the executivesession meetings of the board of directors of our general partner, (2) the independent members of the board of directors of our generalpartner as a group, or (3) any and all members of the board of directors of our general partner by transmitting correspondence by mailor facsimile addressed to one or more directors by name or to the independent directors (or to the presiding director or any standingcommittee of the board) at the following address and fax number:Name of the Director(s)c/o Secretary104 Table of ContentsTransMontaigne Partners L.P.1670 Broadway, Suite 3100Denver, Colorado 80202(303) 626‑8228The Secretary of our general partner will collect and organize all such communications in accordance with proceduresapproved by the board. The Secretary will forward all communications to the presiding director or to the identified director(s) as soonas practicable. However, we may handle differently communications that are abusive, offensive or that present safety or securityconcerns. If we receive multiple communications on a similar topic, our secretary may, in his or her discretion, forward onlyrepresentative correspondence.The presiding director will determine whether any communication addressed to the entire board should be properlyaddressed by the entire board or a committee thereof if a communication is sent to the board or a committee, the presiding director orthe chairman of that committee, as the case may be, will determine whether the communication warrants a response. If a response tothe communication is warranted, the content and method of the response will be coordinated with our general partner’s internal orexternal counsel. ITEM 11. EXECUTIVE COMPENSATIONEXECUTIVE COMPENSATIONCompensation Discussion and AnalysisWe do not directly employ any of the persons responsible for managing our business. We are managed by our generalpartner, TransMontaigne GP L.L.C. The executive officers of our general partner were employees of and paid by TransMontaigneServices LLC until January 1, 2015, at which time they became employees of and began being paid by NGL Energy Operating. Wedo not incur any direct compensation charge for the executive officers of our general partner. Instead, under the omnibus agreementwe pay TransMontaigne LLC a yearly administrative fee that is intended to compensate TransMontaigne LLC for providing, throughNGL Energy Operating, certain corporate staff and support services to us, including services provided to us by the executive officersof our general partner. During the year ended December 31, 2014, we paid TransMontaigne LLC an administrative fee ofapproximately $11.1 million. The administrative fee is a lump‑sum payment and does not reflect specific amounts attributable to thecompensation of the executive officers of our general partner while acting on our behalf. In addition, we agreed to reimburseTransMontaigne LLC and its affiliates at least $1.5 million for grants to key employees of NGL Energy Operating and its affiliatesunder the TransMontaigne Services LLC savings and retention plan, provided that (i) no less than $1.5 million of the aggregateamount of such awards granted to key employees of NGL Energy Operating and its affiliates will be allocated to an investment fundindexed to the performance of our common units, and (ii) the proposed allocations of such awards among these key employees areapproved by the compensation committee of our general partner to assure that an adequate portion of such awards are deemedinvested in an investment fund indexed to the performance of our common units. For the year ended December 31, 2014, we reimbursed TransMontaigne LLC approximately $1.5 million for bonus awards granted to its key employees under the TransMontaigneServices LLC savings and retention plan.The board of directors and the compensation committee of our general partner perform only a limited advisory role insetting the compensation of the executive officers of our general partner, which is determined by the compensation committee ofTransMontaigne LLC. The compensation committee of our general partner, however, determines the amount, timing and terms of allequity awards granted to our independent directors under TransMontaigne Services LLC’s long‑term incentive plan. To the extentthat awards of phantom units granted under TransMontaigne Services LLC’s long‑term incentive plan are replaced with commonunits purchased by TransMontaigne Services LLC on the open market, we will reimburse TransMontaigne Services LLC for thepurchase price of such units.The primary elements of TransMontaigne LLC’s compensation program are a combination of annual cash and long‑termequity‑based compensation. During 2014, elements of compensation for our executive officers consisted of the following:•Annual base salary;•Discretionary annual cash awards;•Long‑term equity‑based compensation; and•Other compensation, including very limited perquisites.105 Table of ContentsThe elements of TransMontaigne LLC’s compensation program, along with TransMontaigne LLC’s other rewards (forexample, benefits, work environment, career development), are intended to provide a total rewards package designed to support thebusiness strategies of TransMontaigne LLC. During 2014, TransMontaigne LLC did not use any elements of compensation based onspecific performance‑based criteria and did not have any other specific performance‑based objectives. Although the board ofdirectors and the compensation committee of our general partner perform only a limited advisory role in setting the compensation ofthe executive officers of our general partner, we are not aware of any compensation elements of TransMontaigne LLC’scompensation program which are reasonably likely to have a material adverse effect on us.TransMontaigne Services LLC’s savings and retention plan and long‑term incentive plan are intended to align thelong‑term interests of the executive officers of our general partner with those of our unitholders to the extent a portion of the bonusawards under the savings and retention plan is deemed invested in our common units.Employment and Other AgreementsWe have not entered into any employment agreements with any officers of our general partner.Compensation Committee ReportThe compensation committee has reviewed and discussed the Compensation Discussion and Analysis with management.Based on such review and discussions, the Compensation Committee recommended to the board of directors of our general partnerthat the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10‑K for filing with theSecurities and Exchange Commission. COMPENSATION COMMITTEELawrence C. Ross, ChairSteven A. BlankRobert A. BurkCOMPENSATION OF DIRECTORSEmployees of our general partner or its affiliates (including employees of NGL and its affiliates) who also serve as directorsof our general partner will not receive additional compensation. Independent directors will receive a $30,000 annual cash retainerand an annual grant of 3,000 restricted phantom units, which will vest in 25% increments on the anniversary of their grant date andeach of the succeeding three anniversaries (with vesting to be accelerated upon a change of control). Upon vesting, the restrictedphantom units will be replaced with our common units on a one‑for‑one basis, as the common units are acquired in the open marketby the plan, or paid out in cash based upon the closing market price of the common units on the date of vesting, at the option of theplan administrator. Distributions are paid on restricted phantom units at the same rate as distributions on our unrestricted commonunits. In addition, each director will be reimbursed for out‑of‑pocket expenses in connection with attending meetings of the board ofdirectors or committees. Each director will be fully indemnified by us for actions associated with being a director to the extentpermitted under Delaware law. The following table provides information concerning the compensation of our general partner’sdirectors for 2014.Director Compensation Table for 2014 Fees earned or Stock All other paid in cash ($) awards ($) compensation ($) Total ($) Name (a) (b) (c) (g) (h) Atanas H. Atanasov(1) — — — — Benjamin Borgen(1) — — — — Donald M. Jensen(1) — — — — David C. Kehoe(1) — — — — Steven A. Blank $8,071 $123,720 (2) — $131,791 Robert A. Burk $9,701 $123,720 (2) — $133,421 Lawrence C. Ross $8,071 $123,720 (2) — $131,791 (1)Because Messrs. Atanasov, Borgen, Jensen and Kehoe are employees of an affiliate of our general partner, none of them receivescompensation for service as a director of our general partner. At December 31, 2014, none of the foregoing directors held anyrestricted phantom or other limited partnership interests.106 Table of Contents(2)This dollar amount reflects the aggregate grant‑date fair value of the restricted phantom units, computed in accordance withgenerally accepted accounting principles. The grant‑date fair value is equal to $41.24, the closing price of our unrestrictedcommon units on September 30, 2014. The restricted phantom units vest in 25% increments beginning on the first anniversaryof their grant date and each of the succeeding three anniversaries (with vesting to be accelerated upon a change of control). AtDecember 31, 2014, Messrs. Blank, Burk and Ross each held 3,000 restricted phantom units. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONDuring the year ended December 31, 2014, Messrs. Blank, Burk and Ross served on the compensation committee of ourgeneral partner. During 2014, none of the members of the compensation committee was an officer or employee of our general partneror any of our subsidiaries or served as an officer of any company with respect to which any of the executive officers of our generalpartner served on such company’s board of directors.SAVINGS AND RETENTION PLANThe board of directors of TransMontaigne LLC adopted the savings and retention plan of TransMontaigne Services LLCeffective January 1, 2007, which was subsequently amended and restated. The plan is administered by the compensation committeeof TransMontaigne LLC. The purpose of the plan is to provide for the reward and retention of certain key employees ofTransMontaigne Services LLC or its affiliates by providing them with bonus awards that vest over future service periods. Awardsunder the plan generally become vested as to 50% of a participant’s annual award as of the January 1 that falls closest to the secondanniversary of the grant date, and the remaining 50% as of the January 1 that falls closest to the third anniversary of the grant date,subject to earlier vesting upon a participant’s retirement, death or disability, involuntary termination without cause, or termination ofa participant’s employment following a change of control of NGL or TransMontaigne LLC, or their affiliates, as specified in the plan.Awards are payable as to 50% of a participant’s annual award in the month containing the second anniversary of the grant date, andthe remaining 50% in the month containing the third anniversary of the grant date, subject to earlier payment upon the participant’sretirement, death or disability, involuntary termination without cause, or termination of a participant’s employment following achange of control of NGL or TransMontaigne LLC, or their affiliates, as specified in the plan. For certain senior level employees,including the executive officers of our general partner, all prior grants vested upon the change in control of TransMontaigne LLCthat occurred on July 1, 2014. Pursuant to the provisions of the plan, once participating employees of TransMontaigne Services LLCreach the age and length of service thresholds set forth below, awards are immediately vested and become payable as set forth above,and such vested awards remain subject to forfeiture as specified in the plan. A person will satisfy the age and length of servicethresholds of the plan upon the attainment of the earliest of (a) age sixty, (b) age fifty‑five and ten years of service as an officer ofTransMontaigne LLC or its affiliates, or (c) age fifty and twenty years of service as an employee of TransMontaigne LLC or itsaffiliates. For the awards granted under the plan in 2014, the Chief Executive Officer, Chief Financial Officer, Chief Operating Officerand Chief Administrative Officer of our general partner each satisfied the age and length of service thresholds of the plan. For theawards granted under the plan in February 2015, the Chief Executive Officer and Chief Operating Officer of our general partner haveeach satisfied the age and length of service thresholds of the plan. Generally, only senior level management of TransMontaigneServices LLC will receive awards under the plan. Although no assets are segregated or otherwise set aside with respect to aparticipant’s account, the amount ultimately payable to a participant shall be the amount credited to such participant’s account as ifsuch account had been invested in some or all of the investment funds selected by the plan administrator.The plan administrator determines both the amount and investment funds in which the bonus award will be deemedinvested for each participant. For the year ended December 31, 2014, the four investment funds that the plan administrator couldselect were (1) a fixed interest fund, under which interest accrues at a rate to be determined annually by the plan administrator; (2) afund under which a participant’s account is deemed invested in the Dodge & Cox Income Fund, which invests primarily in bondsand other fixed income securities; (3) an equity index fund under which a participant’s account is deemed invested in the SPDRTrust Series 1, which has an investment goal of tracking the performance of the Standard & Poor’s 500 Index, or such other equityindex as the plan administrator may from time to time select; and (4) a fund under which a participant’s account tracks theperformance of our common units, with all distributions automatically reinvested in common units. Upon vesting and payment, theparticipant shall be paid the value of the investment funds in cash or in‑kind, at the sole discretion of the plan administrator. For theyear ended December 31, 2014, we reimbursed TransMontaigne LLC approximately $1.5 million for bonus awards under the plan.LONG‑TERM INCENTIVE PLANUpon the consummation of our initial public offering in May 2005, TransMontaigne Services LLC adopted a long‑termincentive plan for employees and consultants of TransMontaigne Services LLC who provide services on our behalf, and ourindependent directors. Following the adoption of the amended and restated savings and retention plan of107 Table of ContentsTransMontaigne Services LLC, we have not granted awards under the long‑term incentive plan to officers or employees of NGLEnergy Operating who provide services on our behalf, although we anticipate that annual grants to the independent directors of ourgeneral partner will continue to be made under the long‑term incentive plan. During the year ended December 31, 2014, thecompensation committee of the board of directors of our general partner awarded 15,000 restricted phantom units to the independentdirectors of our general partner under the plan.The summary of the proposed long‑term incentive plan contained below does not purport to be complete, but outlines itsmaterial provisions. The long‑ term incentive plan consists of four components: restricted units, restricted phantom units, unitoptions and unit appreciation rights. As of February 27, 2015, the long‑term incentive plan permits the grant of awards covering anaggregate of 2,750,868 units, which amount will automatically increase on an annual basis by 2% of the total outstanding commonand subordinated units, if any, at the end of the preceding fiscal year. As of February 27, 2015, there were 2,501,948 units availablefor future grant under the long‑term incentive plan. The plan is administered by the compensation committee of the board ofdirectors of our general partner. Pursuant to the terms of the long‑term incentive plan, all outstanding grants of restricted phantomunits and restricted common units vest upon a change in control of TransMontaigne LLC. As a result of Morgan Stanley’s sale of its100% ownership interest in TransMontaigne LLC to NGL, effective July 1, 2014 all 15,000 outstanding restricted phantom unitsvested, and equivalent common units were delivered to the independent directors of our general partner at that time. As of July 1,2014, we recognized the remaining grant date fair value of these restricted phantom units, of approximately $0.6 million, as expensebecause the requisite service period for these restricted phantom units had been completed upon the change in control. On December19, 2014, the board of directors of our general partner adopted a revised form of non-employee director award agreement. Under therevised non-employee director award agreement, all units will vest upon a change of control of our general partner, the Partnership orif the Partnership is not the surviving entity of a merger or similar transaction.The board of directors of our general partner, in its discretion may terminate, suspend or discontinue the long‑term incentiveplan at any time with respect to any award that has not yet been granted. The board of directors also has the right to alter or amendthe long‑term incentive plan or any part of the plan from time to time, including increasing the number of units that may be grantedsubject to unitholder approval as required by the exchange upon which the common units are listed at that time. However, no changein any outstanding grant may be made that would materially impair the rights of the participant without the consent of theparticipant, unless the change is necessary to comply with certain tax requirements.Restricted Units and Restricted Phantom Units. A restricted unit is a common unit subject to forfeiture prior to the vestingof the award. A restricted phantom unit is a notional unit that entitles the grantee to receive a common unit upon the vesting of thephantom unit or, in the discretion of the compensation committee, cash equivalent to the value of a common unit. The compensationcommittee may determine to make grants under the plan of restricted units and restricted phantom units to employees, consultantsand independent directors containing such terms as the compensation committee shall determine. The compensation committee willdetermine the period over which restricted units and restricted phantom units granted to employees, consultants and independentdirectors will vest. The compensation committee may base its determination upon the achievement of specified financial objectives.In addition, the restricted units and restricted phantom units will vest upon a change of control of us, our general partner orTransMontaigne LLC.If a grantee’s employment, service relationship or membership on the board of directors terminates for any reason, thegrantee’s restricted units and restricted phantom units will be automatically forfeited unless, and to the extent, the compensationcommittee provides otherwise. Common units to be delivered in connection with the grant of restricted units or upon the vesting ofrestricted phantom units may be common units acquired by our general partner on the open market, common units already owned byour general partner, common units acquired by our general partner directly from us or any other person or any combination of theforegoing. TransMontaigne Services LLC will be entitled to reimbursement by us for the cost incurred in acquiring common units.Thus, the cost of the restricted units and delivery of common units upon the vesting of restricted phantom units will be borne by us.If we issue new common units in connection with the grant of restricted units or upon vesting of the restricted phantom units, thetotal number of common units outstanding will increase. The compensation committee, in its discretion, may grant tandemdistribution rights with respect to restricted units and tandem distribution equivalent rights with respect to restricted phantom units. As a result of Morgan Stanley’s sale of its 100% ownership interest in TransMontaigne LLC to NGL, effective July 1, 2014, allrestricted phantom units previously granted to the independent directors vested.We intend the issuance of restricted units and common units upon the vesting of the restricted phantom units under the planto serve as a means of incentive compensation for performance and not primarily as an opportunity to participate in the equityappreciation of the common units. Therefore, at this time it is not contemplated that plan participants will pay any consideration forrestricted units or common units they receive, and at this time we do not contemplate that we will receive any remuneration for therestricted units and common units.108 Table of ContentsUnit Options and Unit Appreciation Rights. The long‑term incentive plan permits the grant of options covering commonunits and the grant of unit appreciation rights. A unit appreciation right is an award that, upon exercise, entitles the participant toreceive the excess of the fair market value of a unit on the exercise date over the exercise price established for the unit appreciationright. Such excess may be paid in common units, cash, or a combination thereof, as determined by the compensation committee in itsdiscretion. The long‑term incentive plan permits grants of unit options and unit appreciation rights to employees, consultants andindependent directors containing such terms as the compensation committee shall determine. Unit options and unit appreciationrights may have an exercise price that is equal to or greater than the fair market value of the common units on the date of grant. Ingeneral, unit options and unit appreciation rights granted will become exercisable over a period determined by the compensationcommittee. In addition, the unit options and unit appreciation rights will become exercisable upon a change in control of us, ourgeneral partner or TransMontaigne LLC, unless provided otherwise by the compensation committee. Upon exercise of a unit option (or a unit appreciation right settled in common units), our general partner will acquirecommon units on the open market or directly from us or any other person or use common units already owned by our general partner,or any combination of the foregoing. Our general partner will be entitled to reimbursement by us for the difference between the costincurred by our general partner in acquiring these common units and the proceeds received from a participant at the time of exercise.Thus, the cost of the unit options (or a unit appreciation right settled in common units) will be borne by us. If we issue new commonunits upon exercise of the unit options (or a unit appreciation right settled in common units), the total number of common unitsoutstanding will increase, and our general partner will pay us the proceeds it receives from an optionee upon exercise of a unitoption. The availability of unit options and unit appreciation rights is intended to furnish additional compensation to employees,consultants and independent directors and to align their economic interests with those of common unitholders. ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDUNITHOLDER MATTERSThe following table sets forth certain information regarding the beneficial ownership of our limited partnership commonunits as of February 27, 2015 by each director of our general partner, by each individual serving as an executive officer of ourgeneral partner as of February 27, 2015, by each person known by us to own more than 5% of the outstanding units, and by alldirectors, director nominees and the named executive officers as of February 27, 2015 as a group. The information set forth below isbased solely upon information furnished by such individuals or contained in filings made by such beneficial owners with the SEC.109 Table of ContentsThe calculation of the percentage of beneficial ownership is based on an aggregate of 16,124,566 limited partnershipcommon units outstanding as of February 27, 2015. Beneficial ownership is determined in accordance with the rules of the SEC andincludes voting and investment power with respect to the units. To our knowledge, except under applicable community propertylaws or as otherwise indicated, the persons named in the table have sole voting and sole investment power with respect to all unitsbeneficially owned. Units underlying outstanding warrants or options that are currently exercisable or exercisable within 60 days ofFebruary 27, 2015 are deemed outstanding for the purpose of computing the percentage of beneficial ownership of the personholding those options or warrants, but are not deemed outstanding for computing the percentage of beneficial ownership of any otherperson. The address for each named executive officer, director and director nominee is care of TransMontaigne Partners L.P., 1670Broadway, Suite 3100, Denver, Colorado 80202. Common unitsPercentage of beneficiallycommon units Name of beneficial ownerownedbeneficially owned TransMontaigne LLC(1)2,716,704 16.8 %NGL Energy Partners LP(2)3,166,704 19.6 %OppenheimerFunds, Inc.(3)2,824,373 17.5 %Energy Income Partners, LLC(4)1,545,617 9.6 %First Trust Portfolios L.P.(5)1,202,514 7.5 %Named Executive OfficersCharles L. Dunlap(6)32,644 *Frederick W. Boutin(7)44,690 *Robert T. Fuller(8)3,683 *Michael A. Hammell(8)3,271 *Gregory J. Pound(7)33,164 *DirectorsAtanas H. Atanasov —*Steven A. Blank(9) —*Benjamin Borgen —*Robert A. Burk(9)9,453 *Donald M. Jensen —*David C. Kehoe —*Lawrence C. Ross(9) —*All directors, director nominees and executive officers as a group (12 persons)126,905 0.8 % *Less than 1%.(1)The common units beneficially owned by TransMontaigne LLC are held by TransMontaigne Services LLC.TransMontaigne LLC is the indirect parent company of TransMontaigne Services LLC and may, therefore, bedeemed to beneficially own the units held by each of them. Excludes the 2% general partnership interest andrelated incentive distribution rights held by our general partner, which are not considered “units” forpurposes of our limited partnership agreement. The general partner, accordingly, is not considered a“unitholder.” The address of TransMontaigne LLC and TransMontaigne Services LLC is 1670 Broadway,Suite 3100, Denver, Colorado 80202.(2)Based on the number of common units beneficially owned by TransMontaigne LLC and the Schedule 13D(Amendment No. 1) filed with the Securities and Exchange Commission on August 18, 2014 and informationfurnished by NGL. NGL may be deemed to beneficially own the 2,716,704 common units indirectly held byTransMontaigne Services LLC. NGL beneficially owns 450,000 common units. NGL may be deemed to havevoting and dispositive power with respect to 2,716,704 common units beneficially owned byTransMontaigne Services LLC. The address of NGL is 6120 South Yale Avenue Suite 805, Tulsa, Oklahoma74136.110 Table of Contents(3)Based on the Schedule 13G (Amendment No. 4) filed with the Securities and Exchange Commission onFebruary 10, 2015 by OppenheimerFunds, Inc. OppenheimerFunds, Inc. reports shared voting and dispositivepower over the 2,824,373 common units reported above. OppenheimerFunds, Inc. may be deemed tobeneficially own 1,386,234 common units held by Oppenheimer SteelPath MLP Alpha Fund. The address ofOppenheimerFunds, Inc. is Two World Financial Center, 225 Liberty Street, New York, New York 10281.(4)Based on the Schedule 13G (Amendment No. 2) filed with the Securities and Exchange Commission onFebruary 17, 2015 by Energy Income Partners, LLC, James J. Murchie, Eva Pao, Linda A. Longville and SaulBallesteros. James J. Murchie and Eva Pao are the Portfolio Managers with respect to the portfolios managedby Energy Income Partners, LLC. Linda A. Longville and Saul Ballesteros are control persons of EnergyIncome Partners, LLC. Each of the foregoing report shared voting and dispositive power over 1,545,617common units. The address of each of the foregoing is 49 Riverside Avenue, Westport, Connecticut 06880.(5)Based on the Schedule 13G (Amendment No. 1) filed with the Securities and Exchange Commission onJanuary 23, 2015 by First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation. TheCharger Corporation is the general partner of both First Trust Portfolios L.P. and First Trust Advisors L.P.Each of the forgoing report beneficial ownership of 1,202,514 common units. The Charger Corporation andFirst Trust Advisors L.P. report shared voting and dispositive power over 1,202,514 common units, and FirstTrust Portfolios L.P. reports that it has no sole or shared voting or sole or shared disposition rights over any ofthe common units. The address of each of the forgoing is 120 East Liberty Drive, Suite 400, Wheaton, Illinois60187.(6)Mr. Dunlap retired from his position as Chief Executive Officer of TransMontaigne GP L.L.C. effectiveNovember 7, 2014.(7)Includes 9,256 phantom units awarded to Mr. Boutin and 10,138 phantom units awarded to Mr. Pound, eachpursuant to the TransMontaigne Services LLC savings and retention plan. Each of Messrs. Boutin and Poundhave satisfied the age and length of service thresholds under the TransMontaigne Services LLC savings andretention plan, therefore, the common units beneficially owned and reported in the table above includephantom units that were immediately vested upon grant and will become payable as to 50% of a participant’saward in the month containing the second anniversary of the grant date, and the remaining 50% in the monthcontaining the third anniversary of the grant date. The phantom units are subject to earlier payment asdescribed under “—Savings and Retention Plan” above. At the time of payment, phantom units will be paidout, in the sole discretion of the plan administrator, in cash, in common units or a combination thereof.(8)Includes 1,424 phantom units awarded to Mr. Fuller in 2013 and 2014 and 3,271 phantom units awarded toMr. Hammell in 2013 and 2014, each pursuant to the TransMontaigne Services LLC savings and retentionplan. The foregoing phantom units vested upon the NGL Acquisition effective July 1, 2014. Excludes 3,098phantom units awarded to Mr. Fuller and 3,043 phantom units awarded to Mr. Hammell in February2015. The phantom units vest 50% as of the January 1 that falls closest to the second anniversary of the grantdate, with the remaining 50% vesting as of the January 1 that falls closest to the third anniversary of the grantdate. Phantom units granted are subject to earlier vesting as described under “—Savings and Retention Plan”above. At the time of payment, phantom units will be paid out, in the sole discretion of the planadministrator, in cash, in common units or a combination thereof.(9)Excludes 3,000 restricted phantom units awarded to each of Messrs. Blank, Burk, and Ross under theTransMontaigne Services LLC long term incentive plan that vest in four equal annual installments beginningon September 30, 2015.111 Table of ContentsEQUITY COMPENSATION PLAN INFORMATIONThe following table summarizes information about our equity compensation plans as of December 31, 2014. Number of securities remaining available for future issuance under Number of securities to be Weighted average equity compensation issued upon exercise of exercise price of plans (excluding outstanding options, outstanding options, securities reflected warrants and rights(1) warrants and rights in column (a))(1) (a) (b) (c) Equity compensation plans approved by security holders — — — Equity compensation plans not approved by securityholders 9,000 — 2,179,457 Total 9,000 — 2,179,457 (1)At December 31, 2014, the long‑term incentive plan permits the grant of awards covering an aggregate of 2,428,377 units, ofwhich 248,920 units had been granted since the inception of the plan, net of forfeitures. The number of units available for grantautomatically increase on an annual basis by 2% of the total outstanding common units at the end of the preceding fiscal year.After giving effect to the automatic increase at the beginning of the 2015 fiscal year, a total of 2,750,868 units were madeavailable for issuance under the plan, of which 2,501,948 units remain available for issuance under the plan as of February 27,2015. For more information about our long‑term incentive plan, which did not require approval by our limited partners, refer to“Item 11. Executive Compensation—Long‑Term Incentive Plan,” and Note 14 to Notes to consolidated financial statements inItem 8 of this annual report. ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEREVIEW, APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PERSONSOur general partner’s conflicts committee reviews specific matters that the board of directors of our general partner believesmay involve conflicts of interest and other transactions with related persons in accordance with the procedures set forth in ouramended and restated limited partnership agreement. Due to the conflicts of interest inherent in our operating structure, our generalpartner may, but is not required to, seek the approval of any conflict of interest transaction from the conflicts committee. Generally,such approval is requested for material transactions, including the purchase of a material amount of assets from TransMontaigne LLCor NGL or the modification of a material agreement between us and TransMontaigne LLC or NGL. Any matter approved by theconflicts committee will be conclusively deemed fair and reasonable to us, to be approved by all of our partners, and not to be abreach by our general partner of its fiduciary duties. The conflicts committee may consider any factors it determines in good faith toconsider when resolving a conflict, including taking into account the totality of the relationships among the parties involved,including other transactions that may be particularly favorable or advantageous to us. In addition, the conflicts committee has beengranted authority to engage outside advisors to assist it in making its determinations.We also have attempted to resolve many of the conflicts of interest inherent in our operating structure by entering intovarious documents and agreements with TransMontaigne LLC. These agreements, and any amendments thereto, discussed belowwere not the result of arm’s‑length negotiations, and they, or any of the transactions that they provide for, may not be effected onterms at least as favorable to the parties to these agreements as they could have been obtained from unaffiliated third parties.RELATIONSHIP AND AGREEMENTS WITH OUR AFFILIATESNGL controls our operations through its indirect ownership of our general partner and has a significant limited partnerownership interest in us through its indirect ownership of our common units. As of February 27, 2015, affiliates of NGL, in theaggregate, owned a 21.2% interest in the partnership, consisting of 3,166,704 common units, 2% general partner interest and theincentive distribution rights (excluding any common units that NGL may be deemed to indirectly beneficially own throughinvestment accounts managed by its affiliates).The following table summarizes the distributions and payments to be made by us to NGL and its other affiliates in112 Table of Contentsconnection with our ongoing operations.Operational stageDistributions of available cash to our general partner and itsaffiliates We will generally make cash distributions 98% to theunitholders and 2% to our general partner. In addition, ifdistributions exceed the minimum quarterly distribution andother higher target levels, our general partner will be entitled toincreasing percentages of the distributions, up to 50% of thedistributions above the highest target level. During the year ended December 31, 2014, we distributedapproximately $15.9 million to our general partner and itsaffiliates. Assuming we have sufficient available cash to pay theminimum quarterly distribution on all of our outstanding unitsfor four quarters, our general partner and its affiliates wouldreceive an annual distribution of approximately $0.5 million onthe 2% general partner interest and approximately $5.1 millionon their common units. Payments to our general partner and its affiliatesFor the year ended December 31, 2014, we paid our generalpartner and its affiliates an administrative fee of approximately $11.1 million with an additional insurance reimbursement ofapproximately $3.7 million for the provision of various generaland administrative services for our benefit. We also reimbursedTransMontaigne LLC approximately $1.5 million for grants tokey employees of TransMontaigne LLC and its affiliates underthe TransMontaigne Services LLC savings and retention plan.For further information regarding the administrative fee, pleasesee “—Omnibus Agreement; Payment of general andadministrative services fee” below. Omnibus AgreementOn May 27, 2005, we entered into an omnibus agreement with TransMontaigne LLC and our general partner, whichagreement was amended and restated on December 31, 2007 and further amended by the first amendment on July 16, 2013. Theomnibus agreement, as amended and restated, addresses the following matters:•our obligation to pay TransMontaigne LLC an annual administrative fee, in the amount of approximately $11.1million for the year ended December 31, 2014;•our obligation to pay TransMontaigne LLC an annual insurance reimbursement, in the amount of approximately $3.7million for the year ended December 31, 2014;•our obligation to pay TransMontaigne LLC an annual reimbursement fee in an amount no less than $1.5 million forgrants to key employees of TransMontaigne LLC and its affiliates under the TransMontaigne Services LLC savings andretention plan, provided that (i) no less than $1.5 million of the aggregate amount of such awards granted to keyemployees of TransMontaigne LLC and its affiliates will be allocated to an investment fund indexed to theperformance of our common units, and (ii) the proposed allocations of such awards among the key employees ofTransMontaigne LLC and its affiliates are approved by the compensation committee of our general partner;•TransMontaigne LLC’s right of first refusal to purchase any assets that we propose to sell, subject to the limitationsunder the first amendment as set forth below; and•TransMontaigne LLC’s right of first refusal to any storage capacity that becomes available after January 1, 2008, subjectto the limitations under the first amendment.113 Table of ContentsThe July 2013 first amendment extended the termination date of the omnibus agreement so that the omnibus agreement willcontinue in effect until the earlier to occur of (i) TransMontaigne LLC ceasing to control our general partner or (ii) the election ofeither us or TransMontaigne LLC, following at least 24 months’ prior written notice to the other parties. The first amendment did notchange the fee structure and reimbursement provisions payable by us under the omnibus agreement. Under the first amendment,TransMontaigne LLC agreed to waive its existing right of first refusal on our assets and terminaling capacity such that in the eventTransMontaigne LLC or NGL elects to terminate any existing terminaling services agreement (or storage capacity therein) or in theevent an existing agreement expires and is not renewed, then the right of first refusal with respect to the applicable storage capacitythereunder terminates.Any or all of the provisions of the omnibus agreement, are terminable by TransMontaigne LLC at its option if our generalpartner is removed without cause and units held by our general partner and its affiliates are not voted in favor of that removal.Payment of general and administrative services fee and reimbursement of direct expenses. Pursuant to the omnibusagreement, for the year ended December 31, 2014, we paid TransMontaigne LLC an annual administrative fee of approximately $11.1 million for the provision of various general and administrative services for our benefit. The administrative fee paid in fiscal 2014 partially reimburses TransMontaigne LLC for expenses it incurred to perform centralized corporate functions, such as legal,accounting, treasury, insurance administration and claims processing, health, safety and environmental, information technology,human resources, including the services of our executive officers, credit, payroll, taxes and engineering and other corporate services,to the extent such services were not outsourced by TransMontaigne LLC. The omnibus agreement further requires us to payTransMontaigne LLC an annual insurance reimbursement in the amount of approximately $3.7 million for premiums on insurancepolicies covering our terminals and pipelines. The administrative fee may be increased annually by the percentage increase in theconsumer price index for the immediately preceding year, and the insurance reimbursement will increase in accordance withincreases in the premiums payable under the relevant policies. In addition, if we acquire or construct additional assets during theterm of the agreement, TransMontaigne LLC will propose a revised administrative fee covering the provision of services for suchadditional assets. If the conflicts committee of our general partner agrees to the revised administrative fee, TransMontaigne LLC willprovide services for the additional assets pursuant to the agreement. In addition, we agreed to reimburse TransMontaigne LLC and itsaffiliates no less than $1.5 million for grants to key employees of TransMontaigne LLC and its affiliates under the TransMontaigneServices LLC savings and retention plan, provided that (i) no less than $1.5 million of the aggregate amount of such awards grantedto key employees of TransMontaigne LLC and its affiliates will be allocated to an investment fund indexed to the performance ofour common units, and (ii) the proposed allocations of such awards among the key employees of TransMontaigne LLC and itsaffiliates are approved by the compensation committee of our general partner, with the concurrence of the conflicts committee, toassure that an adequate portion of such awards are deemed invested in an investment fund indexed to the performance of ourcommon units. The administrative fee did not include reimbursements for direct expenses TransMontaigne LLC incurred on ourbehalf, such as salaries of operational personnel performing services on‑site at our terminal and pipeline facilities and relatedemployee benefit costs, including 401(k) and health insurance benefits. For the year ended December 31, 2014, we reimbursedTransMontaigne LLC approximately $22.6 million for direct expenses it incurred on our behalf, excluding reimbursements for grantsto key employees of TransMontaigne LLC and its affiliates under the TransMontaigne Services LLC savings and retention plan.Rights of First Offer and First Refusal. The omnibus agreement also provides TransMontaigne LLC a right of first refusalto purchase any assets that we propose to sell; provided that, under the first amendment, in the event that TransMontaigne LLC orNGL elects to terminate any existing terminaling services agreement (or storage capacity therein) or in the event an existingagreement expires and is not renewed, the right of first refusal to purchase such assets terminates. Subject to the foregoing, before weenter into any contract to sell such terminal or pipeline facilities to a third party, we must give written notice of all material terms ofsuch proposed sale to TransMontaigne LLC. TransMontaigne LLC will then have the sole and exclusive option for a period of45 days following receipt of the notice, to purchase the subject facilities for no less than 105% of the purchase price offered by thethird party on the terms specified in the notice.TransMontaigne LLC also has a right of first refusal to contract for the use of any refined product storage capacity thateither (1) we put into commercial service after January 1, 2008, or (2) was subject to a terminaling services agreement that expires oris terminated (excluding a contract renewable solely at the option of our customer) after January 1, 2008; provided that, under thefirst amendment, in the event that TransMontaigne LLC or NGL elects to terminate any existing terminaling services agreement (orstorage capacity therein) or in the event an existing agreement expires and is not renewed, the right of first refusal to contract for theuse of such refined product storage capacity terminates. In order to exercise such rights, TransMontaigne LLC must agree to pay105% of the fees offered by any third party customer.The above provisions are discussed under Item 1. “Business—Our Relationship with TransMontaigne LLC and NGL EnergyPartners LP” of this annual report.114 Table of ContentsSecondment AgreementOn December 30, 2014, we entered into a secondment agreement with TransMontaigne Services LLC and TransMontaigneGP L.L.C. Under the secondment agreement, TransMontaigne Services LLC agrees to second to Partners certain personnel to providethe on-site operational, maintenance and administrative services necessary to operate, manage and maintain the operations and assetsof the Partnership in connection with its obligations under our omnibus agreement with TransMontaigne LLC. The secondedpersonnel work under the direction, supervision and control of the Partnership. Partners is obligated to reimburse TransMontaigneLLC for the seconded personnel pursuant to the terms of the omnibus agreement.Terminaling Services AgreementsWe have entered into various terminaling services agreements with NGL and TransMontaigne LLC, which are discussed inNote 2 of Notes to consolidated financial statements contained within Item 8. “Financial Statements and Supplementary Data” of thisannual report.IndemnificationWe have entered into various indemnification agreements with TransMontaigne LLC, which are discussed under Item 1.“Business and Properties—Environmental Matters—Site Remediation” of this annual report.DIRECTOR INDEPENDENCEA description of the independence of the board of directors of our general partner may be found under Item 10. “Directors,Executive Officers of our General Partner and Corporate Governance” of this annual report. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICESDeloitte & Touche LLP is our independent auditor. Deloitte & Touche LLP’s accounting fees and services were as follows(in thousands): 2014 2013 Audit fees(1) $638,000 $620,000 Comfort letter and consents — 100,000 Audit-related fees — — Tax fees — — All other fees — — Total accounting fees and services $638,000 $720,000 (1)Represents an estimate of fees for professional services provided in connection with the annual audit of our financial statementsand internal control over financial reporting, including Sarbanes‑Oxley 404 attestation, the reviews of our quarterly financialstatements, and other services provided by the auditor in connection with statutory and regulatory filings.The audit committee of our general partner’s board of directors has adopted an audit committee charter, which is availableon our website at www.transmontaignepartners.com. The charter requires the audit committee to approve in advance all audit andnon‑audit services to be provided by our independent registered public accounting firm. All services reported in the audit, comfortletter and consents, audit‑related, tax and all other fees categories above were approved by the audit committee in advance. Part IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES(A)1—The following documents are filed as a part of this annual report.1.Consolidated Financial Statements and Schedules. See the index to the consolidated financial statements ofTransMontaigne Partners L.P. and its subsidiaries that appears under Item 8. “Financial Statements and SupplementaryData” of this annual report.2.Financial Statement Schedules. Financial statement schedules included in this Item 15 are the financial statements ofBattleground Oil Specialty Terminal Company LLC. Other schedules are omitted because they are not required, areinapplicable or the required information is included in the financial statements or notes thereto.115 Table of Contents3.Exhibits. A list of exhibits required by Item 601 of Regulation S‑K to be filed as part of this annual report:(A)2— Battleground Oil Specialty Terminal Company LLC Financial Statements, with Independent Auditor’s Report, as ofDecember 31, 2014 and 2013 and for the Years Ended December 31, 2014 and 2013 and for the 11 Days Ended December31, 2012 (unaudited):116 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Members of Battleground Oil Specialty Terminal Company LLC: We have audited the accompanying financial statements of Battleground Oil Specialty Terminal Company LLC (the“Company”), which comprise the balance sheets as of December 31, 2014 and 2013, and the related statements of income, ofmembers’ equity, and of cash flows for the years then ended. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance withaccounting principles generally accepted in the United States of America; this includes the design, implementation, andmaintenance of internal control relevant to the preparation and fair presentation of financial statements that are free frommaterial misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on the financial statements based on our audits. We conducted our audits inaccordance with auditing standards generally accepted in the United States of America. Those standards require that we planand perform the audit to obtain reasonable assurance about whether the financial statements are free from materialmisstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financialstatements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatementof the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal controlrelevant to the Company's preparation and fair presentation of the financial statements in order to design audit proceduresthat are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of theCompany's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriatenessof accounting policies used and the reasonableness of significant accounting estimates made by management, as well asevaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position ofBattleground Oil Specialty Terminal Company LLC at December 31, 2014 and 2013, and the results of its operations and itscash flows for the years then ended in accordance with accounting principles generally accepted in the United States ofAmerica. Emphasis of Matter As discussed in Note 4 to the financial statements, the Company has extensive operations and relationships with its member,Kinder Morgan Battleground Oil, LLC and other affiliated companies. /s/ PricewaterhouseCoopers LLP Houston, TexasMarch 3, 2015 117 Table of ContentsBATTLEGROUND OIL SPECIALTY TERMINAL COMPANY LLC STATEMENTS OF OPERATIONS(In Thousands) 11 Days EndedDecember 31, 2012(unaudited)Year Ended December 31,20142013Revenues$49,924$3,917$—Operating Costs and ExpensesOperations and maintenance20,6963,715—Depreciation and amortization16,6011,839—Taxes other than income taxes3,244275—Total Operating Costs and Expenses40,5415,829—Operating Income (Loss)9,383(1,912)—Other income (expense)536(11)—Income (Loss) Before Taxes9,919(1,923)—Income tax expense18014—Net Income (Loss)$9,739$(1,937)$— The accompanying notes are an integral part of these financial statements.118 Table of ContentsBATTLEGROUND OIL SPECIALTY TERMINAL COMPANY LLC BALANCE SHEETS(In Thousands) December 31,20142013ASSETSCurrent AssetsCash and cash equivalents$16,339 $27,225 Accounts receivable, net2,056 3,166 Inventories815 296 Prepayments, net190 89 Total current assets19,400 30,776 Property, Plant and Equipment, net510,707 457,999 Other, net666 708 Total Assets$530,773 $489,483 LIABILITIES AND MEMBERS' EQUITYCurrent LiabilitiesAccounts payables$3,959 $4,124 Payables to affiliate, net1,769 22,937 Accrued taxes390 1,006 Other accrued expenses11,317 38,402 Total Current Liabilities17,435 66,469 Total Liabilities17,435 66,469 Contingencies and commitments (Note 6)Members' Equity513,338 423,014 Total Liabilities and Members' Equity$530,773 $489,483 The accompanying notes are an integral part of these financial statements.119 Table of ContentsBATTLEGROUND OIL SPECIALTY TERMINAL COMPANY LLC STATEMENTS OF MEMBERS' EQUITY(In Thousands) Class AunitholdersClass BunitholdersTotalunitholdersBalance at December 20, 2012 (unaudited)179,325—179,325Members contributions———Distributions———Net loss———Balance at December 31, 2012 (unaudited)$179,325$—$179,325Members contributions245,626—245,626Distributions———Net loss(1,937)—(1,937)Balance at December 31, 2013$423,014$—$423,014Members contributions99,480—99,480Distributions(18,234)(661)(18,895)Net Income9,0786619,739Balance at December 31, 2014$513,338$—$513,338 The accompanying notes are an integral part of these financial statements.120 Table of ContentsBATTLEGROUND OIL SPECIALTY TERMINAL COMPANY LLC STATEMENTS OF CASH FLOWS(In Thousands) 11 Days EndedDecember 31, 2012 (unaudited)Year Ended December 31,20142013Cash Flows From Operating ActivitiesNet Income (Loss)$9,739$(1,937)$—Depreciation and amortization16,6011,839—Other adjustments to net income (loss)121(68)(21)Changes in components of working capital—Accounts receivable, net1,110(3,166)—Inventories(519)(296)—Accounts payables(230)3,978(1,066)Payables to affiliate, net(85)2,0491,112Accrued taxes(616)1,006—Other, net3,068(251)—Net Cash Provided by Operating Activities29,1893,15425Cash Flows From Investing ActivitiesCapital expenditures(99,577)(221,555)(25)Net Cash Used in Investing Activities(99,577)(221,555)(25)Cash Flows From Financing ActivitiesMember contributions99,480245,626—Distributions(18,895)——Payables to affiliate, net(21,083)——Net Cash Provided by Financing Activities59,502245,626—Net change in Cash and Cash Equivalents(10,886)27,225—Cash and Cash Equivalents, beginning of period27,225——Cash and Cash Equivalents, end of period$16,339$27,225$—Supplemental Disclosures of Cash Flow InformationNet change in accrued capital expenditures$(30,267)$6,759$— The accompanying notes are an integral part of these financial statements.121 Table of ContentsBATTLEGROUND OIL SPECIALTY TERMINAL COMPANY LLC NOTES TO FINANCIAL STATEMENTS 1. General Battleground Oil Specialty Terminal Company LLC, a Delaware limited liability company formed on May 26, 2011, is currentlyowned by Kinder Morgan Battleground Oil, LLC ("KM Battleground Oil"), a Delaware limited liability company, a wholly-owned,indirect subsidiary of Kinder Morgan Inc. ("KMI"), TransMontaigne Operating Company, L.P. ("TransMontaigne"), a Delawarelimited partnership, a wholly-owned subsidiary of TransMontaigne Partners, L.P. and Tauber Terminals, L.P. ("Tauber"), a Texaslimited partnership, collectively referred to as the Class A Members as well as non-voting Class B Members. We own and operate a terminal facility that has 7.1 million barrels of distillate, residual fuel and other black oil product storageat a Houston Ship Channel site. The facility also has deep draft docks and high speed pumps. 2. Summary of Significant Accounting Policies Basis of Presentation We have prepared our accompanying financial statements in accordance with the accounting principles contained in theFinancial Accounting Standards Board's Accounting Standards Codification, the single source of generally accepted accountingprinciples in the United States. We have evaluated subsequent events through March 3, 2015, the date the financial statements wereavailable to be issued. Use of Estimates Certain amounts included in or affecting our financial statements and related disclosures must be estimated, requiring us to makecertain assumptions with respect to values or conditions which cannot be known with certainty at the time our financial statementsare prepared. These estimates and assumptions affect the amounts we report for assets and liabilities, our revenues and expensesduring the reporting period, and our disclosure of contingent assets and liabilities at the date of our financial statements. We evaluatethese estimates on an ongoing basis, utilizing historical experience, consultation with experts and other methods we considerreasonable in the particular circumstances. Nevertheless, actual results may differ significantly from our estimates. Any effects on ourbusiness, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which thefacts that give rise to the revision become known. Cash Equivalents We define cash equivalents as all highly liquid short-term investments with original maturities of three months or less. Accounts Receivable, net We make periodic reviews and evaluations of the appropriateness of the allowance for doubtful accounts based on a historicalanalysis of uncollected amounts, and we record adjustments as necessary for changed circumstances and customer-specificinformation. When specific receivables are determined to be uncollectible, a reserve is established. Allowance for doubtful accountswas $0.7 million and $0 as of December 31, 2014 and 2013, respectively. 122 Table of Contents Inventories Inventories are comprised primarily of consumable spare parts used in the operations of the facilities and are recorded atthe lower of average cost or net realizable value. Property, Plant and Equipment Our property, plant and equipment is recorded at its original cost of construction. For constructed assets, we capitalize allconstruction-related direct labor and materials costs, as well as indirect construction costs. Our indirect construction costsprimarily include interest and labor and related costs of departments associated with supporting construction activities. Theindirect capitalized labor and related costs are based upon estimates of time spent supporting constructionprojects. Expenditures that increase capacities, improve efficiencies or extend useful lives are capitalized. Routinemaintenance, repairs and renewal costs are expensed as incurred. Depreciation on our long-lived assets is computedprincipally based on the straight-line method over their estimated useful lives. Asset Impairments We review long-lived assets for impairment whenever events or changes in circumstances indicate that our carryingamount of an asset may not be recoverable. We recognize impairment losses when estimated future cash flows expected toresult from our use of the asset and its eventual disposition is less than its carrying amount. No impairment loss was recordedfor the years ended December 31, 2014 or 2013. Asset Retirement Obligations We record liabilities for obligations related to the retirement and removal of long-lived assets used in our businesses. Werecord, as liabilities, the fair value of asset retirement obligations on a discounted basis when they are incurred, which istypically at the time the assets are installed or acquired. Amounts recorded for the related assets are increased by the amountof these obligations. Over time, the liabilities increase due to the change in their present value, and the initial capitalizedcosts are depreciated over the useful lives of the related assets. The liabilities are eventually extinguished when the asset istaken out of service. We expect to operate and maintain our terminal facilities as long as supply and demand for such services exist, which weexpect for the foreseeable future. Therefore, we believe that we cannot reasonably estimate the asset retirement obligation forthe substantial majority of our assets because these assets have indeterminate lives. Accordingly, we had not recorded assetretirement obligations as of December 31, 2014 and 2013. We continue to evaluate our asset retirement obligations. Futuredevelopments could impact the amounts we record. Other Contingencies We recognize liabilities for other contingencies when we have an exposure that indicates it is both probable that aliability has been incurred and the amount of loss can be reasonably estimated. Where the most likely outcome of a123 Table of Contents contingency can be reasonably estimated, we accrue a liability for that amount. Where the most likely outcome cannot beestimated, a range of potential losses is established and if no one amount in that range is more likely than any other, the lowend of the range is accrued. Revenue Recognition Our revenue is generated from storage services under long-term storage contracts. We recognize storage revenues on firmcontracted capacity ratably over the contract period regardless of the volume of petroleum products stored. We may alsogenerate revenues from throughput movements and ancillary services. We record revenues for these additional services whenperformed and earned, subject to possible contractual minimums and maximums. Environmental Matters We capitalize or expense, as appropriate, environmental expenditures. We capitalize certain environmental expendituresrequired in obtaining rights-of-way, regulatory approvals or permitting as part of the construction. We accrue and expenseenvironmental costs that relate to an existing condition caused by past operations, which do not contribute to current or futurerevenue generation. We generally do not discount environmental liabilities to a net present value, and we recordenvironmental liabilities when environmental assessments and/or remedial efforts are probable and we can reasonablyestimate the costs. Generally, our recording of these accruals coincides with our completion of a feasibility study or ourcommitment to a formal plan of action. We recognize receivables for anticipated associated insurance recoveries when suchrecoveries are deemed to be probable. We record at fair value, where appropriate, environmental liabilities assumed in abusiness combination. We routinely conduct reviews of potential environmental issues and claims that could impact our assets oroperations. These reviews assist us in identifying environmental issues and estimating the costs and timing of remediationefforts. We also routinely adjust our environmental liabilities to reflect changes in previous estimates. In makingenvironmental liability estimations, we consider the material effect of environmental compliance, pending legal actionsagainst us, and potential third-party liability claims. Often, as the remediation evaluation and effort progresses, additionalinformation is obtained, requiring revisions to estimated costs. These revisions are reflected in our income in the period inwhich they are reasonably determinable. Income Taxes We are a limited liability company that has elected to be treated as a partnership for income tax purposes. Accordingly,no provision for federal or state income taxes has been recorded in our financial statements and the tax effects of our activitiesaccrue to our Members. However, we are subject to Texas margin tax (a revenue based calculation), which is represented asIncome tax expense on the accompanying Statements of Operations. 124 Table of Contents 3. Property, Plant and Equipment Our property, plant and equipment consisted of the following (in thousands):Useful Life inYearsDecember 31,20142013Terminal and storage facilities20-40$429,378$182,554Buildings3013,0685,419Other support equipment5-3068,53639,709Accumulated depreciation and amortization(18,448)(1,845)Property, plant and equipment, net492,534225,837Land13,168—Construction work-in-progress5,005232,162Total$510,707$457,999 4. Related Party Transactions Construction and Operations Management We entered into an Operations and Reimbursement Agreement whereby KM Battleground Oil, as our Operator, overseesthe construction and operations. During construction, prior to operations, we paid the Operator and capitalized the Pre-Commissioning Services Fees of approximately $7 million for services rendered in connection with project and constructionmanagement. Beginning in October 2013, we began paying the Operator the Services Fee of $1.5 million per year as part ofour operations and maintenance expenses (escalating annually each October by the greater of the 12-month change in theProducer Price Index for Finished Goods, or 2%) to operate the terminal. The Operator is allowed to pass through costs pertaining to tools and equipment, disposal of material and equipment,inventories of equipment, emergency activities, and terminal operations. All operations and maintenance expenses aregenerally pass through costs. Capital expenditures are at times paid by our affiliates or by affiliates of KM Battleground Oil, contributing to thecreation of Payables to affiliate, net on the accompanying balance sheets. For the year ended December 31, 2014, we had revenues from an affiliate of approximately $5,331,000. At December 31,2014, accounts receivable from that affiliate was approximately $83,556. 5. Members' Equity Under the terms of the Limited Liability Company Agreement entered into as of October 18, 2011 and amended onDecember 20, 2012 (the "LLC Agreement"), the Class A Members (KM Battleground Oil, TransMontaigne, and Tauber)125 Table of Contents are obligated to make capital contributions in proportion to their Class A Member interests in us to fund the construction ofthe storage facilities (Phase I and Phase IA). Our profits and losses, and cash distributions are allocated, and made, on a pro-rata basis to our Members in accordancewith their equity percentage interests and profit interests, subject to other conditions as defined in the LLC Agreement. TheClass A and Class B Members share in our profits and losses on a 96.5% and 3.5% pro-rata basis, respectively. KMBattleground Oil, TransMontaigne and Tauber own 55%, 42.5% and 2.5%, respectively, of our Class A Member interests. Class B Member interests are not required to make capital contributions in order to maintain their profit interests. Class A andClass B Members have other restrictions, obligations, and limitations as to the transfer of ownership interests. Class A unitsoutstanding as of December 31, 2014 and 2013 were 14,915,900. Class B units outstanding as of December 31, 2014 and2013 were 700. Changes and amendments to the terms of the LLC Agreement, including its provisions regarding the approval ofadditional capital contributions, require both KM Battleground Oil and TransMontaigne approvals pursuant to the LLCAgreement. Class A and Class B Members have other rights, preferences, obligations, and limitations, including limitations asto the transfer of ownership interests. Cash distributions are paid based on distributable cash as defined in the LLC Agreement within 45 days after the end ofeach quarter on a pro-rata basis to our Members in accordance with their respective equity percentage interests as describedabove. 6. Legal, Environmental and Other Commitments Legal Matters We may be party to various legal, regulatory and other matters arising from the day-to-day operations of our businessesthat may result in claims against us. Although no assurance can be given, we believe, based on our experiences to-date andtaking into account established reserves, that the ultimate resolution of such possible items would not have a material adverseimpact on our business, financial position, results of operations or cash flows. We believe we would have meritorious defensesto the matters to which we might be a party and would vigorously defend these matters. If we were to determine a loss isprobable of occurring and is reasonably estimable, we would accrue an undiscounted liability for such contingencies based onour best estimate using information available at that time. If the estimated loss is a range of potential outcomes and there is nobetter estimate within the range, we would accrue the amount at the low end of the range. We would disclose contingencieswhere an adverse outcome may be material, or in the judgment of management, they conclude the matter should otherwise bedisclosed. As of December 31, 2014 and 2013, we had accruals of $1.6 million and $0, respectively, related to legal matters.We are engaged in an ongoing dispute with one of our major customers with respect to amounts due and potentialdamages associated with the commencement of operations under an agreement with our customer. We are presentlyattempting to negotiate a resolution concerning this matter. Environmental Matters We may be subject to environmental cleanup and enforcement actions from time to time. Our operations are subject126 Table of Contents to federal, state and local laws and regulations relating to protection of the environment. Although we believe our operationsare in substantial compliance with applicable environmental law and regulations, risks of additional costs and liabilities areinherent in our operations, and there can be no assurance that we will not incur significant costs and liabilities. Our insurancemay not cover all environmental risks and costs and/or may not provide sufficient coverage in the event an environmentalclaim is made against us. Moreover, it is possible that other developments, such as increasingly stringent environmental laws,regulations and enforcement policies under the terms of authority of those laws, and claims for damages to property or personsresulting from operations, could result in substantial costs and liabilities to us. Although it is not possible to predict the ultimate outcomes, we believe that the resolution of the possible environmentalmatters, and other matters to which we may be a party, would not have a material adverse effect on our business, financialposition, results of operations or cash. As of December 31, 2014 and 2013, we have no accruals for environmental matters. Capital Commitments As of December 31, 2014, we had capital expenditure commitments of approximately $0.4 million. Leases As of December 31, 2014, we had no capital leases. We have one operating lease for a railcar pusher at $4,313 per month,through December 2019. We have month-to-month operating leases for trailers and other equipment specific to theconstruction phase. Future minimum annual rental commitments under our operating leases as of December 31, 2014, were as follows(in thousands):2015$52 201652 201752 201852 201950 Thereafter—Total$258 7. Subsequent Events A cash distribution of $7,640,894 was made on February 13, 2015 to the Class A and B Members. 127 Table of Contents (A)3—EXHIBITS:ExhibitNumber Description 2.1 Facilities Sale Agreement, dated as of December 29, 2006, by and between TransMontaigne Product Services LLC(formerly known as TransMontaigne Product Services Inc.) and TransMontaigne Partners L.P. (incorporated byreference to Exhibit 2.1 of the Current Report on Form 8‑K filed by TransMontaigne Partners L.P. with the SEC onJanuary 5, 2007). 2.2 Facilities Sale Agreement, dated as of December 28, 2007, by and between TransMontaigne Product Services LLCand TransMontaigne Partners L.P. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8‑Kfiled by TransMontaigne Partners L.P. with the SEC on January 3, 2008). 3.1 Certificate of Limited Partnership of TransMontaigne Partners L.P., dated February 23, 2005 (incorporated byreference to Exhibit 3.1 of TransMontaigne Partners L.P.’s Registration Statement on Form S‑1 (RegistrationNo. 333‑123219) filed on March 9, 2005). 3.2 First Amended and Restated Agreement of Limited Partnership of TransMontaigne Partners L.P., dated May 27,2005 (incorporated by reference to Exhibit 3.1 of the Annual Report on Form 10‑K filed by TransMontaignePartners L.P. with the SEC on September 13, 2005). 3.3 First Amendment to the First Amended and Restated Agreement of Limited Partnership of TransMontaignePartners L.P. dated January 23, 2006 (incorporated by reference to Exhibit 3.3 of TransMontaigne Partners L.P.’sAnnual Report on Form 10‑K filed by TransMontaigne Partners with the SEC on March 8, 2010). 3.4 Second Amendment to the First Amended and Restated Agreement of Limited Partnership of TransMontaignePartners L.P. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8‑K filed by TransMontaignePartners L.P. with the SEC on April 8, 2008). 10.1 Amended and Restated Senior Secured Credit Facility, dated March 9, 2011, by and among TransMontaigneOperating Company L.P., as borrower, U.S. Bank National Association, as Syndication Agent, Bank of America,N.A., as Documentation Agent and Wells Fargo Bank, National Association, as Administrative Agent, and the otherlenders a party thereto (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8‑K filed byTransMontaigne Partners L.P. with the SEC on March 10, 2011). 10.2 Letter Agreement to Second Amended and Restated Senior Secured Credit Facility, dated January 5, 2012 amongTransMontaigne Operating Company L.P., as borrower, among the financial institutions party thereto as lenders,and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 99.2 ofthe Current Report on Form 8‑K filed by TransMontaigne Partners L.P. with the SEC on December 20, 2012). 10.3 Second Amendment to Second Amended and Restated Senior Secured Credit Facility, dated March 20, 2012among TransMontaigne Operating Company L.P., as borrower, among the financial institutions party thereto aslenders, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference toExhibit 99.3 of the Current Report on Form 8‑K filed by TransMontaigne Partners L.P. with the SEC onDecember 20, 2012). 10.4 Third Amendment to Second Amended and Restated Senior Secured Credit Facility, effective as of December 20,2012 among TransMontaigne Operating Company L.P., as borrower, among the financial institutions party theretoas lenders, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference toExhibit 10.1 of the Current Report on Form 8‑K filed by TransMontaigne Partners L.P. with the SEC onDecember 20, 2012). 128 Table of Contents 10.5 Fourth Amendment to Second Amended and Restated Senior Secured Credit Facility, effective as of July 1, 2014among TransMontaigne Operating Company L.P., as borrower, among the financial institutions party thereto aslenders, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference toExhibit 10.1 of the Quarterly Report on Form 10-Q filed by TransMontaigne Partners L.P. with the SEC on August7, 2014). 10.6 Fifth Amendment to Second Amended and Restated Senior Secured Credit Facility, effective as of February 26,2015 among TransMontaigne Operating Company L.P., as borrower, among the financial institutions party theretoas lenders, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference toExhibit 10.1 of the Current Report on Form 8-K filed by TransMontaigne Partners L.P. with the SEC on March 2,2015). 10.7 Contribution, Conveyance and Assumption Agreement, dated May 27, 2005, by and among TransMontaigne LLC,TransMontaigne Partners L.P., TransMontaigne GP L.L.C., TransMontaigne Operating GP L.L.C., TransMontaigneOperating Company L.P., TransMontaigne Product Services LLC and Coastal Fuels Marketing, Inc., CoastalTerminals L.L.C., Razorback L.L.C., TPSI Terminals L.L.C. and TransMontaigne Services LLC. (incorporated byreference to Exhibit 10.2 of the Annual Report on Form 10‑K filed by TransMontaigne Partners L.P. with the SECon September 13, 2005). 10.8 Amended and Restated Omnibus Agreement, dated December 28, 2007, by and among TransMontaigne LLC(formerly known as TransMontaigne Inc.), TransMontaigne Partners L.P., TransMontaigne GP L.L.C.,TransMontaigne Operating GP L.L.C. and TransMontaigne Operating Company L.P. (incorporated by reference toExhibit 10.5 of the Annual Report on Form 10‑K filed by TransMontaigne Partners L.P. with the SEC on March 10,2008). 10.9 First Amendment to Amended and Restated Omnibus Agreement, dated as of July 16, 2013 by and amongTransMontaigne LLC, TransMontaigne GP L.L.C., TransMontaigne Partners L.P., TransMontaigne Operating GPL.L.C., and TransMontaigne Operating Company L.P. (incorporated by reference to Exhibit 10.3 of the CurrentReport on Form 8‑K filed by TransMontaigne Partners L.P. with the SEC on July 17, 2013). 10.10+ TransMontaigne Services LLC (formerly known as TransMontaigne Services Inc.) Long‑Term Incentive Plan(incorporated by reference to Exhibit 10.5 of the Annual Report on Form 10‑K filed by TransMontaignePartners L.P. with the SEC on September 13, 2005). 10.11 Registration Rights Agreement, dated May 27, 2005, by and between TransMontaigne Partners L.P. and MSDWMorgan Stanley Strategic Investments, Inc. (formerly MSDW Bondbook Ventures Inc.) (incorporated by referenceto Exhibit 10.7 of the Annual Report on Form 10‑K filed by TransMontaigne Partners L.P. with the SEC onSeptember 13, 2005). 10.12+ Form of TransMontaigne Services LLC Long‑Term Incentive Plan Employee Restricted Unit Agreement(incorporated by reference to Exhibit 10.8 of Amendment No. 3 to TransMontaigne Partners L.P.’s RegistrationStatement on Form S‑1 (Registration No. 333‑123219) filed on May 24, 2005). 10.13+ Form of TransMontaigne Services LLC Long‑Term Incentive Plan Non‑Employee Director Restricted UnitAgreement (incorporated by reference to Exhibit 10.9 of Amendment No. 3 to TransMontaigne Partners L.P.’sRegistration Statement on Form S‑1 (Registration No. 333‑123219) filed on May 24, 2005). 10.14+ Form of TransMontaigne Services LLC Long‑Term Incentive Plan Employee Award Agreement (incorporated byreference to Exhibit 10.2 of the Current Report on Form 8‑K filed by TransMontaigne Partners L.P. with the SEC onApril 6, 2006). 129 Table of Contents 10.15+ Form of TransMontaigne Services LLC Long‑Term Incentive Plan Non‑Employee Director Award Agreement(incorporated by reference to Exhibit 10.3 of the Current Report on Form 8‑K filed by TransMontaignePartners L.P. with the SEC on April 6, 2006). 10.16+* Form of TransMontaigne Services LLC Long Term Incentive Plan Non Employee Director Award Agreement. 10.17 Terminaling Services Agreement—Southeast and Collins/Purvis, dated January 1, 2008, between TransMontaignePartners L.P. and Morgan Stanley Capital Group Inc. (assigned in part to NGL Energy Partners LP on July 1, 2014)(incorporated by reference to Exhibit 10.16 of the Annual Report on Form 10 K filed by TransMontaigne PartnersL.P. with the SEC on March 10, 2008). Certain portions of this exhibit have been omitted and filed separately withthe Commission pursuant to a request for confidential treatment under Rule 24b 2 as promulgated under theSecurities Exchange Act of 1934. 10.18 Sixth Amendment to Terminaling Services Agreement—Southeast and Collins/Purvis, dated July 16, 2013,between TransMontaigne Partners L.P. and Morgan Stanley Capital Group Inc. (assigned in part to NGL EnergyPartners LP on July 1, 2014) (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8 K filed byTransMontaigne Partners L.P. with the SEC on July 17, 2013). 10.19 Seventh Amendment to Terminaling Services Agreement—Southeast and Collins/Purvis, dated December 20,2013, between TransMontaigne Partners L.P. and Morgan Stanley Capital Group Inc. (assigned in part to NGLEnergy Partners LP on July 1, 2014) (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8 Kfiled by TransMontaigne Partners L.P. with the SEC on December 23, 2013). 10.20 Indemnification Agreement, dated December 31, 2007, among TransMontaigne LLC, TransMontaignePartners L.P., TransMontaigne GP L.L.C., TransMontaigne Operating GP L.L.C. and TransMontaigne OperatingCompany L.P. (incorporated by reference to Exhibit 10.17 of the Annual Report on Form 10‑K filed byTransMontaigne Partners L.P. with the SEC on March 10, 2008). 10.21 Amended and Restated Limited Liability Company Agreement of Battleground Oil Specialty TerminalCompany LLC Company, dated October 18, 2011, by and among TransMontaigne Operating Company L.P.,Kinder Morgan Battleground Oil LLC and Tauber Terminals, LP. Certain portions of this exhibit have beenomitted and filed separately with the Commission pursuant to a request for confidential treatment underRule 24b‑2 as promulgated under the Securities Exchange Act of 1934. 10.22 First Amendment to the Amended and Restated Limited Liability Company Agreement of Battleground OilSpecialty Terminal Company LLC, dated December 20, 2012, by and among TransMontaigne OperatingCompany L.P., Kinder Morgan Battleground Oil LLC and Tauber Terminals, LP. Certain portions of this exhibithave been omitted and filed separately with the Commission pursuant to a request for confidential treatment underRule 24b‑2 as promulgated under the Securities Exchange Act of 1934. 10.23 Purchase Agreement, dated December 20, 2012, by and among TransMontaigne Operating Company L.P., andKinder Morgan Battleground Oil LLC (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8‑Kfiled by TransMontaigne Partners L.P. with the SEC on December 20, 2012). 10.24* Secondment Agreement, dated December 30, 2014, by and among TransMontaigne Services LLC,TransMontaigne GP L.L.C. and TransMontaigne Partners L.P. 21.1* List of Subsidiaries of TransMontaigne Partners L.P. 23.1* Consent of Independent Registered Public Accounting Firm—consent of Deloitte & Touche LLP on theconsolidated financial statements of TransMontaigne Partners, L.P. and the effectiveness of TransMontaignePartners, L.P.’s internal control over financial reporting. 130 Table of Contents 23.2* Consent of Independent Registered Public Accounting Firm—consent of PricewaterhouseCoopers LLP on thefinancial statements of Battleground Oil Specialty Terminal Company LLC. 31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002. 31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002. 32.1* Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 ofthe Sarbanes‑Oxley Act of 2002. 32.2* Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 ofthe Sarbanes‑Oxley Act of 2002. 101 The following financial information from the Annual Report on Form 10‑K of TransMontaigne Partners L.P. andsubsidiaries for the year ended December 31, 2014, formatted in XBRL (eXtensible Business Reporting Language):(i) consolidated balance sheets, (ii) consolidated statements of comprehensive income, (iii) consolidated statementsof partners’ equity, (iv) consolidated statements of cash flows and (v) notes to the consolidated financialstatements. *Filed with this annual report.+Identifies each management compensation plan or arrangement.131 Table of Contents SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has dulycaused 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 By:/s/ Frederick W. Boutin Frederick W. BoutinChief Executive Officer Date: March 12, 2015Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by thefollowing persons on behalf of the registrant and in the capacities with TransMontaigne GP L.L.C., the general partner of theregistrant, on the date indicated.Name and Signature Title Date /s/ Frederick W. Boutin Chief Executive Officer March 12, 2015Frederick W. Boutin /s/ Robert T. Fuller Executive Vice President, ChiefFinancial Officer, Chief AccountingOfficer and Treasurer March 12, 2015Robert T. Fuller /s/ Atanas H. Atanasov Director March 12, 2015Atanas H. Atanasov /s/ Steven A. Blank Director March 12, 2015Steven A. Blank /s/ Benjamin Borgen Director March 12, 2015Benjamin Borgen /s/ Robert A. Burk Director March 12, 2015Robert A. Burk /s/ Donald M. Jensen Director March 12, 2015Donald M. Jensen /s/ David C. Kehoe Director March 12, 2015132 Table of Contents David C. Kehoe /s/ Lawrence C. Ross Director March 12, 2015Lawrence C. Ross 133 Table of Contents EXHIBIT INDEXExhibitNumber Description 2.1 Facilities Sale Agreement, dated as of December 29, 2006, by and between TransMontaigne Product Services LLC(formerly known as TransMontaigne Product Services Inc.) and TransMontaigne Partners L.P. (incorporated byreference to Exhibit 2.1 of the Current Report on Form 8‑K filed by TransMontaigne Partners L.P. with the SEC onJanuary 5, 2007). 2.2 Facilities Sale Agreement, dated as of December 28, 2007, by and between TransMontaigne Product Services LLCand TransMontaigne Partners L.P. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8‑Kfiled by TransMontaigne Partners L.P. with the SEC on January 3, 2008). 3.1 Certificate of Limited Partnership of TransMontaigne Partners L.P., dated February 23, 2005 (incorporated byreference to Exhibit 3.1 of TransMontaigne Partners L.P.’s Registration Statement on Form S‑1 (RegistrationNo. 333‑123219) filed on March 9, 2005). 3.2 First Amended and Restated Agreement of Limited Partnership of TransMontaigne Partners L.P., dated May 27,2005 (incorporated by reference to Exhibit 3.1 of the Annual Report on Form 10‑K filed by TransMontaignePartners L.P. with the SEC on September 13, 2005). 3.3 First Amendment to the First Amended and Restated Agreement of Limited Partnership of TransMontaignePartners L.P. dated January 23, 2006 (incorporated by reference to Exhibit 3.3 of TransMontaigne Partners L.P.’sAnnual Report on Form 10‑K filed by TransMontaigne Partners with the SEC on March 8, 2010). 3.4 Second Amendment to the First Amended and Restated Agreement of Limited Partnership of TransMontaignePartners L.P. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8‑K filed by TransMontaignePartners L.P. with the SEC on April 8, 2008). 10.1 Amended and Restated Senior Secured Credit Facility, dated March 9, 2011, by and among TransMontaigneOperating Company L.P., as borrower, U.S. Bank National Association, as Syndication Agent, Bank of America,N.A., as Documentation Agent and Wells Fargo Bank, National Association, as Administrative Agent, and theother lenders a party thereto (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8‑K filed byTransMontaigne Partners L.P. with the SEC on March 10, 2011). 10.2 Letter Agreement to Second Amended and Restated Senior Secured Credit Facility, dated January 5, 2012 amongTransMontaigne Operating Company L.P., as borrower, among the financial institutions party thereto as lenders,and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 99.2of the Current Report on Form 8‑K filed by TransMontaigne Partners L.P. with the SEC on December 20, 2012). 10.3 Second Amendment to Second Amended and Restated Senior Secured Credit Facility, dated March 20, 2012among TransMontaigne Operating Company L.P., as borrower, among the financial institutions party thereto aslenders, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference toExhibit 99.3 of the Current Report on Form 8‑K filed by TransMontaigne Partners L.P. with the SEC onDecember 20, 2012). 10.4 Third Amendment to Second Amended and Restated Senior Secured Credit Facility, effective as of December 20,2012 among TransMontaigne Operating Company L.P., as borrower, among the financial institutions party theretoas lenders, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference toExhibit 10.1 of the Current Report on Form 8‑K filed by TransMontaigne Partners L.P. with the SEC onDecember 20, 2012). 134 Table of Contents 10.5 Fourth Amendment to Second Amended and Restated Senior Secured Credit Facility, effective as of July 1, 2014among TransMontaigne Operating Company L.P., as borrower, among the financial institutions party thereto aslenders, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference toExhibit 10.1 of the Quarterly Report on Form 10-Q filed by TransMontaigne Partners L.P. with the SEC on August7, 2014). 10.6 Fifth Amendment to Second Amended and Restated Senior Secured Credit Facility, effective as of February 26,2015 among TransMontaigne Operating Company L.P., as borrower, among the financial institutions party theretoas lenders, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference toExhibit 10.1 of the Current Report on Form 8-K filed by TransMontaigne Partners L.P. with the SEC on March 2,2015). 10.7 Contribution, Conveyance and Assumption Agreement, dated May 27, 2005, by and amongTransMontaigne LLC, TransMontaigne Partners L.P., TransMontaigne GP L.L.C., TransMontaigne Operating GPL.L.C., TransMontaigne Operating Company L.P., TransMontaigne Product Services LLC and Coastal FuelsMarketing, Inc., Coastal Terminals L.L.C., Razorback L.L.C., TPSI Terminals L.L.C. and TransMontaigne ServicesLLC. (incorporated by reference to Exhibit 10.2 of the Annual Report on Form 10‑K filed by TransMontaignePartners L.P. with the SEC on September 13, 2005). 10.8 Amended and Restated Omnibus Agreement, dated December 28, 2007, by and among TransMontaigne LLC(formerly known as TransMontaigne Inc.), TransMontaigne Partners L.P., TransMontaigne GP L.L.C.,TransMontaigne Operating GP L.L.C. and TransMontaigne Operating Company L.P. (incorporated by reference toExhibit 10.5 of the Annual Report on Form 10‑K filed by TransMontaigne Partners L.P. with the SEC onMarch 10, 2008). 10.9 First Amendment to Amended and Restated Omnibus Agreement, dated as of July 16, 2013 by and amongTransMontaigne LLC, TransMontaigne GP L.L.C., TransMontaigne Partners L.P., TransMontaigne Operating GPL.L.C., and TransMontaigne Operating Company L.P. (incorporated by reference to Exhibit 10.3 of the CurrentReport on Form 8‑K filed by TransMontaigne Partners L.P. with the SEC on July 17, 2013). 10.10+ TransMontaigne Services LLC (formerly known as TransMontaigne Services Inc.) Long‑Term Incentive Plan(incorporated by reference to Exhibit 10.5 of the Annual Report on Form 10‑K filed by TransMontaignePartners L.P. with the SEC on September 13, 2005). 10.11 Registration Rights Agreement, dated May 27, 2005, by and between TransMontaigne Partners L.P. and MSDWMorgan Stanley Strategic Investments, Inc. (formerly MSDW Bondbook Ventures Inc.) (incorporated by referenceto Exhibit 10.7 of the Annual Report on Form 10‑K filed by TransMontaigne Partners L.P. with the SEC onSeptember 13, 2005). 10.12+ Form of TransMontaigne Services LLC Long‑Term Incentive Plan Employee Restricted Unit Agreement(incorporated by reference to Exhibit 10.8 of Amendment No. 3 to TransMontaigne Partners L.P.’s RegistrationStatement on Form S‑1 (Registration No. 333‑123219) filed on May 24, 2005). 10.13+ Form of TransMontaigne Services LLC Long‑Term Incentive Plan Non‑Employee Director Restricted UnitAgreement (incorporated by reference to Exhibit 10.9 of Amendment No. 3 to TransMontaigne Partners L.P.’sRegistration Statement on Form S‑1 (Registration No. 333‑123219) filed on May 24, 2005). 10.14+ Form of TransMontaigne Services LLC Long‑Term Incentive Plan Employee Award Agreement (incorporated byreference to Exhibit 10.2 of the Current Report on Form 8‑K filed by TransMontaigne Partners L.P. with the SECon April 6, 2006). 10.15+ Form of TransMontaigne Services LLC Long‑Term Incentive Plan Non‑Employee Director Award Agreement(incorporated by reference to Exhibit 10.3 of the Current Report on Form 8‑K filed by TransMontaignePartners L.P. with the SEC on April 6, 2006). 135 Table of Contents 10.16+* Form of TransMontaigne Services LLC Long Term Incentive Plan Non Employee Director Award Agreement. 10.17 Terminaling Services Agreement—Southeast and Collins/Purvis, dated January 1, 2008, between TransMontaignePartners L.P. and Morgan Stanley Capital Group Inc. (assigned in part to NGL Energy Partners LP on July 1, 2014)(incorporated by reference to Exhibit 10.16 of the Annual Report on Form 10 K filed by TransMontaigne PartnersL.P. with the SEC on March 10, 2008). Certain portions of this exhibit have been omitted and filed separately withthe Commission pursuant to a request for confidential treatment under Rule 24b 2 as promulgated under theSecurities Exchange Act of 1934. 10.18 Sixth Amendment to Terminaling Services Agreement—Southeast and Collins/Purvis, dated July 16, 2013,between TransMontaigne Partners L.P. and Morgan Stanley Capital Group Inc. (assigned in part to NGL EnergyPartners LP on July 1, 2014) (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8 K filed byTransMontaigne Partners L.P. with the SEC on July 17, 2013). 10.19 Seventh Amendment to Terminaling Services Agreement—Southeast and Collins/Purvis, dated December 20,2013, between TransMontaigne Partners L.P. and Morgan Stanley Capital Group Inc. (assigned in part to NGLEnergy Partners LP on July 1, 2014) (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8 Kfiled by TransMontaigne Partners L.P. with the SEC on December 23, 2013). 10.20 Indemnification Agreement, dated December 31, 2007, among TransMontaigne LLC, TransMontaignePartners L.P., TransMontaigne GP L.L.C., TransMontaigne Operating GP L.L.C. and TransMontaigne OperatingCompany L.P. (incorporated by reference to Exhibit 10.17 of the Annual Report on Form 10‑K filed byTransMontaigne Partners L.P. with the SEC on March 10, 2008). 10.21 Amended and Restated Limited Liability Company Agreement of Battleground Oil Specialty TerminalCompany LLC Company, dated October 18, 2011, by and among TransMontaigne Operating Company L.P.,Kinder Morgan Battleground Oil LLC and Tauber Terminals, LP. Certain portions of this exhibit have beenomitted and filed separately with the Commission pursuant to a request for confidential treatment underRule 24b‑2 as promulgated under the Securities Exchange Act of 1934. 10.22 First Amendment to the Amended and Restated Limited Liability Company Agreement of Battleground OilSpecialty Terminal Company LLC, dated December 20, 2012, by and among TransMontaigne OperatingCompany L.P., Kinder Morgan Battleground Oil LLC and Tauber Terminals, LP. Certain portions of this exhibithave been omitted and filed separately with the Commission pursuant to a request for confidential treatment underRule 24b‑2 as promulgated under the Securities Exchange Act of 1934. 10.23 Purchase Agreement, dated December 20, 2012, by and among TransMontaigne Operating Company L.P., andKinder Morgan Battleground Oil LLC (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8‑Kfiled by TransMontaigne Partners L.P. with the SEC on December 20, 2012). 10.24* Secondment Agreement, dated December 30, 2014, by and among TransMontaigne Services LLC,TransMontaigne GP L.L.C. and TransMontaigne Partners L.P. 21.1* List of Subsidiaries of TransMontaigne Partners L.P. 23.1* Consent of Independent Registered Public Accounting Firm—consent of Deloitte & Touche LLP on theconsolidated financial statements of TransMontaigne Partners, L.P. and the effectiveness of TransMontaignePartners, L.P.’s internal control over financial reporting. 23.2* Consent of Independent Registered Public Accounting Firm—consent of PricewaterhouseCoopers LLP on thefinancial statements of Battleground Oil Specialty Terminal Company LLC. 31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002. 31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002. 136 Table of Contents 32.1* Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 ofthe Sarbanes‑Oxley Act of 2002. 32.2* Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 ofthe Sarbanes‑Oxley Act of 2002. 101 The following financial information from the Annual Report on Form 10‑K of TransMontaigne Partners L.P. andsubsidiaries for the year ended December 31, 2014, formatted in XBRL (eXtensible Business ReportingLanguage): (i) consolidated balance sheets, (ii) consolidated statements of comprehensive income,(iii) consolidated statements of partners’ equity, (iv) consolidated statements of cash flows and (v) notes to theconsolidated financial statements. *Filed with this annual report.+Identifies each management compensation plan or arrangement. 137Exhibit 10.16 TRANSMONTAIGNE SERVICES INC.LONG-TERM INCENTIVE PLAN NON-EMPLOYEE DIRECTOR AWARD AGREEMENTThis Award Agreement (“Agreement”) is made and entered into betweenTransMontaigne Services Inc. (the “Company”) and ________________ (the “Grantee”), a Non-Employee Director of the General Partner, regarding an award (“Award”) of _____ Interests (asdefined in Section 3 below) granted to the Grantee on ________, ____ (the “Grant Date”) pursuantto the TransMontaigne Services Inc. Long-Term Incentive Plan (the “Plan”), such number of Interestsbeing subject to adjustment as provided in the Plan, and further subject to the following terms andconditions:1. Relationship to Plan. This Award is subject to all of the terms, conditions andprovisions of the Plan and administrative interpretations thereunder, if any, which have been adoptedby the Committee thereunder and are in effect on the date hereof. Except as defined herein,capitalized terms shall have the same meanings ascribed to them under the Plan. 2. Vesting Schedule.(a) This Award shall vest in installments in accordance with the following schedule:DateVested IncrementTotal Vested Percentage_________25%25%_________25%50%_________25%75%_________25%100% The number of Interests that vest as of each date described above will be roundeddown to the nearest whole Interest, with any remaining Interests to vest with the finalinstallment. The Grantee must continuously serve as a Non-Employee Director, Employee orConsultant from the Grant Date through the applicable vesting date in order for the Award tobecome vested with respect to additional Interests on such date. All Interests vesting inaccordance with this Section 2 shall have a value equal to the Fair Market Value asestablished under the Plan.(b) All Interests subject to this Award shall vest upon the occurrence of a Change inControl, irrespective of the limitations set forth in subparagraph (a) above, provided that theGrantee has been continuously serving as a Non-Employee Director, Employee or Consultantfrom the Grant Date through the date of the “Change in Control” (as hereinafter defined).1 (c) “Change in Control” shall be deemed to have occurred upon the occurrence of oneor more of the following events: (i) any sale, lease, exchange or other transfer (in one or aseries of related transactions) of all or substantially all of the assets of the Partnership or theGeneral Partner (other than an assignment, transfer, sale or distribution of the IncentiveDistribution Rights pursuant to and as defined in the First Amended and Restated Agreementof Limited Partnership, as amended, of the Partnership) to any “person” or “group” (withinthe meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, asamended), including, without limitation, NGL Energy Partners LP and its Affiliates, (ii) anymerger, reorganization, consolidation or other transaction pursuant to which more than40% of the combined voting power of the equity interests in the General Partner ceases to bebeneficially owned by NGL Energy Partners LP or its Affiliates, (iii) the General Partnerceases to be an Affiliate of NGL Energy Partners LP, (iv) the Partnership is the non-survivingentity in a merger, consolidation or reorganization transaction, or (v) the consummation of anytransaction or transactions (including, without limitation, a privately negotiated purchase, openmarket purchase, tender offer, merger, consolidation or reorganization) the result of which isthat any “person” or “group” (as those terms are defined herein above) becomes the legal orbeneficial owner, directly or indirectly, of more than 80% of the issued and outstandingcommon equity of the Partnership, whether that common equity is represented by limitedpartnership Units or any other security. 3. Description of Interests. As used in this Agreement, “Interests” means either aPhantom Unit or a Restricted Unit, as such terms are defined in the Plan. Interests under thisAgreement will initially be in the form of Phantom Units. With respect to Interests in the form ofPhantom Units that have not vested pursuant to the schedule in Section 2(a), the Committee, in itssole discretion and to the extent it deems appropriate, may convert such Phantom Units to RestrictedUnits in accordance with Section 6, and such Interests so converted shall continue to be subject to thevesting schedule in Section 2(a).4. Forfeiture of Award. If the Grantee’s service terminates by reason of death ordisability (within the meaning of Section 22(e)(3) of the Code), a pro rata portion of the Interestsgranted pursuant to this Award shall be vested based on the ratio between (1) the number of fullmonths of service completed from the Grant Date to the termination date and (2) the total number offull months of service required for all of the Interests to become vested. After giving effect to thepreceding sentence, all unvested Interests shall be immediately forfeited as of the date of theGrantee’s termination of service for any reason.5. Book Entry of Phantom Units. During the period of time between the GrantDate and the earlier of the date Interests in the form of Phantom Units vest, are forfeited or areconverted to Restricted Units, the Interests will be evidenced by a book entry account in theCompany’s records. Upon vesting of Phantom Units, the Grantee shall be entitled to payment forsuch Phantom Units in the form of cash or Units (as defined in the Plan), as determined by theCommittee in its sole discretion.-2- 6. Escrow of Restricted Units. Interests in the form of Restricted Units subject tothis Award shall be issued to and registered in Grantee’s name as soon as practicable following theconversion of such Interests from Phantom Units to Restricted Units. Until the earlier of the date theRestricted Units vest or are forfeited (the “Restriction Period”), the Restricted Units may be retainedby the transfer agent or certificates may be held in escrow by the Company, together with a unitpower endorsed by the Grantee in blank if so required by the Company. Any certificate issued andheld by the Company shall bear a legend as provided by the Company, conspicuously referring to theterms, conditions and restrictions described in this Agreement. Upon termination of the RestrictionPeriod, the Company shall release the restrictions on any vested Units and a certificate representingsuch vested Units shall be delivered to the Grantee as promptly as is reasonably practicable followingsuch termination or, at the Company's option, shall be delivered in street name to a brokerage accountestablished by the Grantee.7. No Code Section 83(b) Election. The Grantee shall not make an election, underSection 83(b) of the Code, to include an amount in income in respect of the Award of Interests.8. Distributions and Voting Rights. The Grantee is entitled to DistributionEquivalents with respect to Phantom Units, which shall be paid to the Grantee in cash at the timedistributions are made with respect to Units. The Grantee shall have no voting rights with respect toPhantom Units. The Grantee is entitled to receive all cash distributions made with respect toRestricted Units registered in Grantee’s name and is entitled to vote such Restricted Units, unless anduntil the Restricted Units are forfeited.9. Acceptance of Grant. The Grantee must accept the terms of this Agreement bysigning and returning a fully executed original of this Agreement to the Company in accordance withSection 10 below no later than forty-five (45) days from the Grant Date (the “AcceptancePeriod”). In the event the last day of the Acceptance Period should fall on a Saturday, Sunday orFederal holiday, the last day of the Acceptance Period shall be deemed to be the next followingbusiness day.In the event a fully-executed original of this Agreement is not received by theCompany prior to the expiration of the Acceptance Period, the Grantee shall be deemed to haverejected the grant of Interests referenced herein and such grant shall be deemed cancelled and null andvoid ab initio.10. Notices. Any notices provided for in this Agreement or in the Plan shall be givenin writing and shall be deemed effectively delivered or given upon receipt in the case of personaldelivery or, in the case of notices delivered by certified or registered mail, upon the second day afterdeposit in the United States mails, postage prepaid and properly addressed as set forth below:(a) If to the Company, to TransMontaigne Services Inc., Attention: General Counsel,1670 Broadway, Suite 3100, Denver, Colorado 80202, or at such other address as may befurnished in writing to the Grantee; or-3- (b) If to the Grantee, to the Grantee’s home address as listed in the records of theCompany.Any party may send any notice, request, demand, claim or other communicationhereunder to the intended recipient at the address set forth above using any other means (includingexpedited courier, messenger service, telecopy, ordinary mail or electronic mail), but no such notice,request, demand, claim or other communication shall be deemed to have been duly given unless anduntil it actually is received by the intended recipient.11. Assignment of Award. Except as otherwise permitted by the Committee, theGrantee’s rights under this Agreement and the Plan are personal; no assignment or transfer of theGrantee’s rights under and interest in this Award may be made by the Grantee other than by will, bybeneficiary designation, by the laws of descent and distribution or by a qualified domestic relationsorder.12. Unit Certificates. Certificates representing the Restricted Units issued pursuantto the Award will bear all legends required by law and necessary or advisable to effectuate theprovisions of the Plan and this Award. The Company may place a “stop transfer” order againstRestricted Units issued pursuant to this Award until all restrictions and conditions set forth in the Planor this Agreement and in the legends referred to in this Section 12 have been complied with.13. Withholding. No cash or certificates representing Units hereunder shall bedelivered to or in respect of a Grantee unless the amount of all federal, state and other governmentalwithholding tax requirements imposed upon the Company with respect to the payment of such cashor issuance of such Units has been remitted to the Company or unless provisions to pay suchwithholding requirements have been made to the satisfaction of the Committee. The Committee maymake such provisions as it may deem appropriate for the withholding of any taxes which itdetermines is required in connection with this Award. Whether or not withholding tax requirementsare imposed upon the Company, the Grantee may pay all or any portion of the taxes required to bepaid by the Grantee in connection with the vesting of all or any portion of this Award by deliveringcash, or, with the Committee’s approval, by electing to have the Company withhold Units, or bydelivering previously owned Units, having a Fair Market Value equal to the amount required to bewithheld or paid. The Grantee may only request the withholding of Units having a Fair MarketValue equal to the statutory minimum withholding amount applicable to employees. The Granteemust make the foregoing election on or before the date that the amount of tax to be withheld isdetermined.14. No Guarantee of Continued Service. No provision of this Agreement shallconfer any right upon the Grantee to continue serving as a Non-Employee Director.15. Governing Law. This Agreement shall be governed by, construed, and enforcedin accordance with the laws of the State of Colorado without giving effect to any choice or conflict oflaw provision or rule (whether of such state or any other jurisdiction) that would cause the applicationof the laws of any jurisdiction other than such state.-4- 16. Amendment. This Agreement cannot be modified, altered or amended, exceptby an agreement, in writing, signed by both the Company and the Grantee. -5- TRANSMONTAIGNE SERVICES INC. Date: __________By: Name: Title: The undersigned acknowledges that this Award was approved by the CompensationCommittee of the Board of Directors of TransMontaigne GP L.L.C. as contemplated in Section 8 of thePlan:TRANSMONTAIGNE GP L.L.C. Date: __________By: Name: Title: The Grantee hereby accepts the foregoing Agreement, subject to the terms andprovisions of the Plan and administrative interpretations thereof referred to above.GRANTEE: Date: [_________________________]-6- Exhibit 10.24 SECONDMENT AGREEMENTamongTRANSMONTAIGNE SERVICES LLC,TRANSMONTAIGNE GP L.L.C.,andTRANSMONTAIGNE PARTNERS L.P.  TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS; INTERPRETATION 1 1.1 Definitions 1 1.2 Interpretation 1 1.3 Legal Representation of Parties 1 1.4 Titles and Headings 2 ARTICLE 2 SECONDMENT 2 2.1 Provided Personnel 2 2.2 Period of Secondment 2 2.3 Withdrawal, Departure or Resignation 2 2.4 Termination of Secondment 2 2.5 Supervision 3 2.6 Provided Personnel Qualifications; Approval 3 2.7 Workers’ Compensation 3 2.8 Benefit Plans 3 ARTICLE 3 REIMBURSEMENT FOR PROVIDED PERSONNEL 3 3.1 Reimbursement for Provided Personnel 3 3.2Provided Personnel Expenses 3.3 Adjustments for Period of Secondment 4 3.4 Adjustments for Shared Services. 4 3.5Secondment Fee. ARTICLE 4 ALLOCATION; RECORDS 4 4.1 Allocation; Records 4 ARTICLE 5 TERM; DEFAULT AND TERMINATION 4 5.1 Term 4 ARTICLE 6 INDEMNIFICATION 4 6.1 Indemnification by Services and Affiliates 4 6.2 Indemnification Procedures 5 ARTICLE 7 GENERAL PROVISIONS 6 7.1 Accuracy of Recitals 6 7.2 Notices 6 7.3 Further Assurances 6 7.4 Modifications 6 7.5 No Third Party Beneficiaries 6 7.6 Relationship of the Parties 7 7.7 Assignment 7 7.8 Binding Effect 7 7.9 Counterparts 7 7.10 Time of the Essence 7 7.11Governing Law 7.12 Delay or Partial Exercise Not Waiver 7 7.13 Entire Agreement 7 7.14 Waiver 7 7.15 Signatories Duly Authorized 7 7.16 Incorporation of Exhibits by References 7 7.17Arbitration EXHIBITSExhibit A Definitions Exhibit A-1  SECONDMENT AGREEMENTThis Secondment Agreement (this “Agreement”), dated as of December 30, 2014 (the “EffectiveDate”), is entered into by and among TransMontaigne Services LLC, a Delaware limited liabilitycompany (“Services”), TransMontaigne GP L.L.C., a Delaware limited liability company (the “GeneralPartner”), and TransMontaigne Partners L.P., a Delaware limited partnership (the “Partnership”). Eachof Services, the General Partner and the Partnership is sometimes referred to herein as a “Party” andcollectively as the “Parties.”RECITALS:WHEREAS, Services directly owns 100% of the limited liability company interests in the GeneralPartner and the General Partner is the sole general partner of the Partnership; andWHEREAS, Services and its Affiliates will provide to the Partnership Group the operational,maintenance and administrative resources and services necessary to operate, manage and maintain theoperations and assets of the Partnership Group (the “Partnership Business”) and, in connectiontherewith, Services desires to second to the Partnership certain personnel employed by Services.NOW THEREFORE, in consideration of the premises and the mutual covenants and agreementscontained herein, and other good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the Parties hereby agree as follows:ARTICLE 1 DEFINITIONS; INTERPRETATIONDefinitions. As used in this Agreement, (a) the terms defined in this Agreement will have themeanings so specified, and (b) capitalized terms not defined in this Agreement will have the meaningsascribed to those terms on Exhibit A to this Agreement.Interpretation. In this Agreement, unless a clear contrary intention appears: (a) the singularincludes the plural and vice versa; (b) reference to any Person includes such Person’s successors andassigns but, in the case of a Party, only if such successors and assigns are permitted by this Agreement,and reference to a Person in a particular capacity excludes such Person in any other capacity; (c)reference to any gender includes each other gender; (d) reference to any agreement (including thisAgreement), document or instrument means such agreement, document, or instrument as amended ormodified and in effect from time to time in accordance with the terms thereof and, if applicable, the termsof this Agreement; (e) reference to any Section means such Section of this Agreement, and references inany Section or definition to any clause means such clause of such Section or definition; (f) “hereunder,”“hereof,” “hereto” and words of similar import will be deemed references to this Agreement as a wholeand not to any particular Section or other provision hereof or thereof; (g) “including” (and withcorrelative meaning “include”) means including without limiting the generality of any descriptionpreceding such term; and (h) relative to the determination of any period of time, “from” means “fromand including,” “to” means “to but excluding” and “through” means “through and including.”Legal Representation of Parties. This Agreement was negotiated by the Parties with the benefit oflegal representation, and any rule of construction or interpretation requiring this Agreement to beconstrued or interpreted against any Party merely because such Party drafted all or a part of suchAgreement will not apply to any construction or interpretation hereof or thereof.1 Titles and Headings. Section titles and headings in this Agreement are inserted for convenienceof reference only and are not intended to be a part of, or to affect the meaning or interpretation of, thisAgreement.ARTICLE 2 SECONDMENTProvided Personnel. Subject to the terms of this Agreement, Services agrees to second, or causeits Affiliates to second, to the Partnership, and the Partnership agrees to accept the Secondment of, thosecertain employees of Services or its Affiliates who provide services for the Partnership Group on-site atany Asset in accordance with the Omnibus Agreement (the “Provided Personnel”), for the purpose ofperforming job functions related to the Partnership Business (the “Personnel Services”). The ProvidedPersonnel will remain employees of Services during the Period of Secondment; however, at all timesduring the Period of Secondment (and, with respect to Shared Provided Personnel, during those timesthat the Shared Provided Personnel are performing services for the Partnership hereunder), the ProvidedPersonnel shall work solely under the direction, supervision and control of the Partnership. No ProvidedPersonnel shall have authority or apparent authority to act on behalf of Services during any period suchindividual is under the direction, supervision or control of the Partnership. Period of Secondment. Services will second, or cause its applicable Affiliate (such affiliate, a“Seconding Affiliate”) to second, to the Partnership the Provided Personnel on the Effective Date andcontinuing, during the period (and only during the period) that the Provided Personnel are performingservices for the Partnership, until the earlier of:(a) the end of the term of this Agreement;(b) such end date as is mutually agreed in writing by Services and the Partnership;(c) a withdrawal, departure, resignation or termination of such Provided Personnel underSection 0; or(d) a termination of Secondment of such Provided Personnel under Section 0.The period of time that any Provided Personnel is provided by Services to the Partnership isreferred to in this Agreement as the “Period of Secondment.” At the end of the Period of Secondment forany Provided Personnel, such Provided Personnel will no longer be subject to the supervision, control ordirection of the Partnership. Services and the Partnership acknowledge that certain of the ProvidedPersonnel may also provide services to Services or its Affiliates in connection with its operationsunrelated to the Partnership Group (“Shared Provided Personnel”), and Services and the Partnershipintend that such Shared Provided Personnel shall only be seconded to the Partnership during those timesthat the Shared Provided Personnel are performing services for the Partnership hereunder.Withdrawal or Termination. During the Period of Secondment of any Provided Personnel,subject to the terms of any collective bargaining agreement covering Provided Personnel to whichServices is a party, Services will not voluntarily withdraw or terminate any Provided Personnel except forterminations for cause (as reasonably determined by Services) or with the written consent of thePartnership, such consent not to be unreasonably withheld, conditioned or delayed. Upon thetermination of employment, the Provided Personnel will cease performing services for the Partnership.Termination of Secondment. The Partnership will have the right to terminate the Secondment tothe Partnership of any Provided Personnel for any reason at any time in accordance with the policies and2 procedures of Services without penalty, upon thirty (30) days’ prior written notice to Services. Upon thetermination of a Secondment, the Provided Personnel will cease performing services for the Partnership.Supervision. During the Period of Secondment, the Partnership shall:(e) be ultimately and fully responsible for the daily work assignments of the ProvidedPersonnel (and with respect to Shared Provided Personnel, during those times that the SharedProvided Personnel are performing services for the Partnership hereunder), including supervisionof their the day-to-day work activities and performance consistent with the purposes stated inSection 0;(f) subject to Services’ policies and procedures, set the hours of work and the holidaysand vacation schedules for Provided Personnel (other than with respect to Shared ProvidedPersonnel, as to which the Partnership and Services shall jointly determine);(g) have the right to determine training which will be received by the ProvidedPersonnel.In the course and scope of performing any Provided Personnel job functions, the ProvidedPersonnel will be integrated into the organization of the Partnership, will report into the Partnership’smanagement structure, and will be under the direct management and supervision of the Partnership. Provided Personnel Qualifications; Approval. Services will provide such suitably qualified andexperienced Provided Personnel as Services is able to make available to the Partnership, and thePartnership will have the right to approve such Provided Personnel.Workers’ Compensation. At all times, Services will, or will cause its applicable SecondingAffiliate to, maintain workers’ compensation or similar insurance (either through an insurance companyor self-insured arrangement) applicable to the Provided Personnel, as required by applicable state andfederal workers’ compensation and similar laws, and will name the Partnership an additional namedinsured under each such insurance policy.Benefit Plans. Neither the Partnership nor any Partnership Group Member shall be deemed to bea participating employer in any Benefit Plan during the Period of Secondment. Subject to thePartnership’s reimbursement obligations hereunder, Services (or its ERISA Affiliate) shall remain solelyresponsible for all obligations and liabilities arising (under the express terms of the Benefit Plans, and theProvided Personnel will be covered under the Benefit Plans subject to and in accordance with theirrespective terms and conditions, as they may be amended from time to time. Services and its ERISAAffiliates may amend or terminate any Benefit Plan in whole or in part at any time. During the Period ofSecondment, neither the Partnership nor any Partnership Group Member shall assume any Benefit Plan orhave any obligations, liabilities or rights arising thereunder, in each case except for cost reimbursementpursuant to this Agreement. ARTICLE 3 REIMBURSEMENT FOR PROVIDED PERSONNEL Reimbursement . Except as provided in this Section 0, Services and any applicable SecondingAffiliate shall not be compensated for fulfilling their obligations under this Agreement. The Partnershipshall be required to reimburse Services for all of the costs and expenses set forth in Section 2.1(f) of theOmnibus Agreement and Section 3 of the Agency Agreement (collectively, the “Provided Personnel3 Expenses”) that are incurred by Services in connection with the provision of the Provided Personnelunder this Agreement. Any such reimbursement by the Partnership shall be made in accordance withSection 2.1(f) of the Omnibus Agreement and Section 3 of the Agency Agreement. For the avoidance ofdoubt, the Parties further acknowledge and agree that Services (a) has agreed to provide the operational,maintenance and administrative resources and services necessary to operate, manage and maintain thePartnership Business as an accomodation to the Partnership and (b) is not engaged in the business ofreceiving compensation for services of the type that will be reimbursed pursuant to this Seciton 3.1.Adjustments for Period of Secondment. It is understood and agreed that the Partnership shall beliable for Provided Personnel Expenses to the extent, and only to the extent, they are attributable to thePeriod of Secondment. As such, if the Period of Secondment begins on other than the first day of amonth or ends on other than the last day of a month, the Provided Personnel Expenses for such monthshall be prorated based on the number of days during such month that the Period of Secondment was ineffect.Adjustments for Shared Services. With respect to each Provided Personnel who is aShared Provided Personnel, Services (or its applicable Seconding Affiliate) will determine in good faiththe percentage of such Shared Provided Personnel’s time spent providing services to the Partnership (the“Allocation Percentage”). For each month during the Period of Secondment, the amount ofthe Services Reimbursement payable by the Partnership with respect to each Shared Provided Personnelshall be calculated by multiplying the Provided Personnel Expenses for such Shared Provided Personnelby the Allocation Percentage for such Shared Provided Personnel.ARTICLE 4 ALLOCATION; RECORDSAllocation; Records. Services will use commercially reasonable efforts to maintain an allocationschedule reflecting the direct and indirect costs of the Provided Personnel Expenses based on the servicesthat the Provided Personnel have provided to the Partnership in relation to the Partnership Business. ThePartnership will use commercially reasonable efforts to keep and maintain books/records reflecting hoursworked and costs and expenses incurred in connection with each of the Provided Personnel. ThePartnership and its representatives will have the right to audit such records and such other records as thePartnership may reasonably require in connection with its verification of the Provided PersonnelExpenses during regular business hours and on reasonable prior notice.ARTICLE 5 TERM; DEFAULT AND TERMINATIONTerm. The term of this Agreement will commence on the Effective Date and will continue untilthe termination of the Omnibus Agreement in accordance with the terms thereof. Upon the terminationof this Agreement only those provisions that, by their terms, expressly survive this Agreement shall sosurvive.ARTICLE 6 INDEMNIFICATIONIndemnification by Services and Affiliates. Services and its Affiliates shall indemnify, protectand defend the Partnership Group and all of the officers, directors, employees and agents of anyPartnership Group Member (the “Indemnified Parties”) against, and hold the Indemnified Partiesharmless from, any and against all losses (including lost profits), costs, damages, injuries, taxes,penalties, interests, expenses, obligations, claims and liabilities (joint or severable) of any kind or naturewhatsoever4 (collectively, the “Claims”) that are incurred by such Indemnified Parties in connection with, relating toor arising out of (a) the breach by Services and its Affiliates, or their respective directors, officers,employees, agents, contractors, subcontractors or consultants of any term or condition of this Agreement,or (b) the performance of any services under this Agreement; provided, however, that Services and itsAffiliates shall not be obligated to indemnify, reimburse, defend or hold harmless any Indemnified Partyfor any Claims incurred by such Indemnified Party in connection with, relating to or arising out of (i) abreach by such Indemnified Party of this Agreement, (ii) the gross negligence, willful misconduct, badfaith or reckless disregard of such Indemnified Party with respect to any services provided under thisAgreement or (iii) the fraudulent or dishonest acts of such Indemnified Party.Indemnification Procedures. (a) An Indemnified Party agrees that promptly after it becomes aware of facts giving riseto a Claim under this Article 6, it will provide notice thereof to Services pursuant to Section 0 (the“Indemnifying Party”), specifying the nature of and specific basis for such Claim, copies of allcorrespondence with third parties, Governmental Authorities or other individuals relating to theClaim, and other relevant information reasonably requested by the Indemnifying Party; provided, however, that the failure to so notify the Indemnifying Party will not relieve theIndemnifying Party from liability under Section 0 unless and to the extent the Indemnifying Partydid not otherwise learn of such Claim and such failure results in the forfeiture by the Indemnifying Party of substantial rights and defenses.(b) The Indemnifying Party shall have the right to control all aspects of the response toand/or defense of (and any counterclaims with respect to) any claims brought against theIndemnified Party that are covered by the indemnification under this Article 6, includingcorrespondence and negotiation with Governmental Authorities, the selection of counsel andengineering and other consultants, determination of the scope of and approach to anyinvestigation or remediation, determination of whether to appeal any decision of any court,determination of whether to enter into any voluntary agreement with any GovernmentalAuthority, and the settling of any such matter or any issues relating thereto; provided, however,that no such settlement shall be entered into without the consent of the Indemnified Party unless itincludes a full release of the Indemnified Party from such matter or issues, as the case may be.(c) The Indemnified Party agrees to cooperate fully with the Indemnifying Party, withrespect to all aspects of the defense of any claims covered by the indemnification under thisArticle 6, including the prompt furnishing to the Indemnifying Party of any correspondence orother notice relating thereto that the Indemnified Party may receive, permitting the name of theIndemnified Party to be utilized in connection with such defense, the making available to theIndemnifying Party of any files, records or other information of the Indemnified Party that theIndemnifying Party considers relevant to such defense and the making available to theIndemnifying Party of any employees of the Indemnified Party; provided, however, that inconnection therewith the Indemnifying Party agrees to use reasonable efforts to minimize theimpact thereof on the operations of the Indemnified Party and further agrees to maintain theconfidentiality of all files, records, and other information furnished by the Indemnified Partypursuant to this Section 0. In no event shall the obligation of the Indemnified Party to cooperatewith the Indemnifying Party as set forth in the immediately preceding sentence be construed asimposing upon the Indemnified Party an obligation to hire and pay for counsel in connectionwith the defense of any claims covered by the indemnification set forth in this Article 6; provided, however, that that the Indemnified Party may, at its own option, cost and expense, hireand pay for counsel in connection with any such defense. The Indemnifying Party agrees to keepany such5 counsel hired by the Indemnified Party informed as to the status of any such defense, but theIndemnifying Party shall have the right to retain sole control over such defense.(d) In determining the amount of any loss, cost, damage or expense for which theIndemnified Party is entitled to indemnification under this Agreement, the gross amount of theindemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Party,and such correlative insurance benefit shall be net of any incremental insurance premiums thatbecome due and payable by the Indemnified Party as a result of such claim and (ii) all amountsrecovered by the Indemnified Party under contractual indemnities from third Persons.ARTICLE 7 GENERAL PROVISIONSAccuracy of Recitals. The paragraphs contained in the recitals to this Agreement areincorporated in this Agreement by this reference, and the Parties to this Agreement acknowledge theaccuracy thereof.Notices. Any notice, demand, or communication required or permitted under this Agreementshall be in writing and delivered personally, by reputable courier, or by facsimile, and shall be deemed tohave been duly given as of the date and time reflected on the delivery receipt if delivered personally orsent by reputable courier service, or on the automatic telecopier receipt if sent by telecopier, addressed asfollows:Services:TransMontaigne Services LLC1670 Broadway, Suite 3100Denver, CO 80202Attn: General CounselFacsimile: 303-626-8238General Partner:TransMontaigne GP, L.L.C.1670 Broadway, Suite 3100Denver, CO 80202Attn: General CounselFacsimile: 303-626-8238 Partnership:TransMontaigne Partners L.P.1670 Broadway, Suite 3100Denver, CO 80202Attn: General CounselFacsimile: 303-626-8238 A Party may change its address for the purposes of notices hereunder by giving notice to the otherParties specifying such changed address in the manner specified in this Section 0.Further Assurances. The Parties agree to execute such additional instruments, agreements anddocuments, and to take such other actions, as may be necessary to effect the purposes of this Agreement.6 Modifications. Any actions or agreement by the Parties to modify this Agreement, in whole or inpart, shall be binding upon the Parties, so long as such modification shall be in writing and shall beexecuted by all Parties with the same formality with which this Agreement was executed.No Third Party Beneficiaries. No Person not a Party to this Agreement will have any rights underthis Agreement as a third party beneficiary or otherwise, including, without limitation, ProvidedPersonnel.Relationship of the Parties. Nothing in this Agreement will constitute any Partnership GroupMember, Services or its Affiliates as members of any partnership, joint venture, association, syndicate orother entity.Assignment. No Party will, without the prior written consent of the other Parties, which consentshall not be unreasonably withheld, assign, mortgage, pledge or otherwise convey this Agreement or anyof its rights or duties hereunder; provided, however, that a Party may assign or convey this Agreementwithout the prior written consent of the other Parties to an Affiliate. Unless written consent is not requiredunder this Section 0, any attempted or purported assignment, mortgage, pledge or conveyance by a Partywithout the written consent of the other Parties shall be void and of no force and effect. No assignment,mortgage, pledge or other conveyance by a Party shall relieve the Party of any liabilities or obligationsunder this Agreement.Binding Effect. This Agreement will be binding upon, and will inure to the benefit of, the Partiesand their respective successors, permitted assigns and legal representatives.Counterparts. This Agreement may be executed in any number of counterparts, each of whichwill be deemed to be an original, and all of which together shall constitute one and the sameAgreement. Each Party may execute this Agreement by signing any such counterpart.Time of the Essence. Time is of the essence in the performance of this Agreement.Choice of Law; Submission to Jurisdiction. This Agreement shall be subject to and governed bythe laws of the State of Colorado, excluding any conflicts-of-law rule or principle that might refer theconstruction or interpretation of this Agreement to the laws of another state. Each Party hereby submits tothe jurisdiction of the state and federal courts in the State of Colorado and to venue in Denver, Colorado.Delay or Partial Exercise Not Waiver. No failure or delay on the part of any Party to exercise anyright or remedy under this Agreement will operate as a waiver thereof; nor shall any single or partialexercise of any right or remedy under this Agreement preclude any other or further exercise thereof orthe exercise of any other right or remedy granted hereby or any related document. The waiver by a Partyof a breach of any provisions of this Agreement will not constitute a waiver of a similar breach in thefuture or of any other breach or nullify the effectiveness of such provision.Entire Agreement. This Agreement constitutes and expresses the entire agreement between theParties with respect to the subject matter hereof. All previous discussions, promises, representations andunderstandings relative thereto are hereby merged in and superseded by this Agreement.Waiver. To be effective, any waiver or any right under this Agreement will be in writing andsigned by a duly authorized officer or representative of the Party bound thereby.7 Signatories Duly Authorized. Each of the signatories to this Agreement represents that he is dulyauthorized to execute this Agreement on behalf of the Party for which he is signing, and that suchsignature is sufficient to bind the Party purportedly represented.Incorporation of Exhibits by References. Any reference herein to any exhibit to this Agreementwill incorporate it herein, as if it were set out in full in the text of this Agreement.[Signature page follows]8  AS WITNESS HEREOF, the Parties have caused this Agreement to be executed by their dulyauthorized representatives on the date herein above mentioned.TransMontaigne Services LLCBy:/s/ Michael A. HammellName:Michael A. HammellTitle:Executive Vice President, General Counsel &Secretary TransMontaigne GP L.L.C. By:/s/ Michael A. HammellName:Michael A. HammellTitle:Executive Vice President, General Counsel &Secretary TransMontaigne Partners L.P. By: TransMontaigne GP L.L.C., its general partner By:/s/ Michael A. HammellName:Michael A. HammellTitle:Executive Vice President, General Counsel &Secretary [Signature Page to Secondment Agreement]  EXHIBIT A Definitions “Affiliate” means, with respect to any Person, (a) any other Person directly or indirectlycontrolling, controlled by or under common control with such Person, (b) any Person owning orcontrolling fifty percent (50%) or more of the voting interests of such Person, (c) any officer or directorof such Person, or (d) any Person who is the officer, director, trustee, or holder of fifty percent (50%) ormore of the voting interest of any Person described in clauses (a) through (c). For purposes of thisdefinition, the term “controls,” “is controlled by” or “is under common control with” shall mean thepossession, direct or indirect, of the power to direct or cause the direction of the management andpolicies of a Person, whether through the ownership of voting securities, by contract or otherwise. Forpurposes of this Agreement, no Partnership Group Member shall be deemed to be an Affiliate of Servicesnor shall Services be deemed to be an Affiliate of any Partnership Group Member.“Agency Agreement” means the Agency Agreement, dated as of May 27, 2005, by and amongTransMontaigne Inc., Services, the General Partner and the Partnership, as the same may be amended,restated or supplemented from time to time.“Agreement” means this Secondment Agreement, including all Exhibits and amendments to thisAgreement.“Allocation Percentage” has the meaning set forth in Section 3.4.“Asset” has the meaning set forth in the Omnibus Agreement.“Benefit Plans” means each employee benefit plan, as defined in Section 3(3) of ERISA, and anyother plan, policy, program, practice, agreement, understanding or arrangement (whether written or oral)providing compensation or other benefits to any Provided Personnel (or to any dependent or beneficiarythereof), including, without limitation, any equity-based compensation, bonus or incentivecompensation, deferred compensation, profit sharing, holiday, cafeteria, medical, disability or otheremployee benefit plan, program, policy, agreement or arrangement sponsored, maintained, orcontributed to by Admin, Refining or any of their ERISA Affiliates, or under which either Admin,Refining or any of their respective ERISA Affiliates may have any obligation or liability, whether actualor contingent, in respect of or for the benefit of any Provided Personnel.“Claims” has the meaning set forth in Section 0.“Effective Date” has the meaning set forth in the preamble to this Agreement. “ERISA Affiliate” means, with respect to any Person, any other Person who is treated togetherwith such Person as a single employer under Section 414(b), (c), (m) or (o) of the Internal Revenue Codeof 1986, as amended.“General Partner” has the meaning set forth in the preamble to this Agreement.“Governmental Authority” means any federal, state, local or foreign government or anyprovincial, departmental or other political subdivision thereof, or any entity, body or authority exercisingexecutive, legislative, judicial, regulatory, administrative or other governmental functions or any court,department, commission, board, bureau, agency, instrumentality or administrative body of any of theforegoing.Exhibit A-1 “Indemnified Parties” has the meaning set forth in Section 0.“Indemnifying Party” has the meaning set forth in Section ARTICLE 6(a).“Interest Rate” means the lesser of (i) two percent (2%) over the one month London InterbankOffered Rate (LIBOR) prevailing during the period in question, and (ii) the maximum rate permitted byapplicable law.“OLP GP” means TransMontaigne Operating GP L.L.C., a Delaware limited liability company.“Omnibus Agreement” means the Amended and Restated Omnibus Agreement, dated as ofDecember 31, 2007, as amended July 16, 2013, by and among TransMontaigne Inc., a Delawarecorporation, the General Partner, the Partnership, the OLP GP and the Operating Partnership, as the samemay be amended, restated or supplemented from time to time.“Operating Partnership” means TransMontaigne Operating Company L.P., a Delaware limitedpartnership.“Partnership” has the meaning set forth in the preamble to this Agreement.“Partnership Business” has the meaning set forth in the recitals to this Agreement.“Partnership Group” means the Partnership, the OLP GP, the Operating Partnership and anySubsidiary of any such Person, treated as a single consolidated entity.“Partnership Group Member” means any member of the Partnership Group.“Party” or “Parties” has the meaning set forth in the preamble to this Agreement.“Period of Secondment” has the meaning set forth in Section 0.“Person” means any individual or any partnership, corporation, limited liability company, trust,or other legal entity.“Personnel Services” has the meaning set forth in Section 0.“Provided Personnel” has the meaning set forth in Section 0.“Provided Personnel Expenses” has the meaning set forth in Section 0.“Seconding Affiliate” has the meaning set forth in Section 0.“Secondment” means each assignment of any Provided Personnel to the Partnership or anymember of the Partnership Group from Services or its applicable Seconding Affiliate in accordance withthe terms of this Agreement.“Services” has the meaning set forth in the preamble to this Agreement.“Shared Provided Personnel” has the meaning set forth in Section 0.“Subsidiary” means, with respect to any Person, (a) a corporation of which more than 50% of thevoting power of shares entitled (without regard to the occurrence of any contingency) to vote in theExhibit A-2 election of directors or other governing body of such corporation is owned, directly or indirectly, at thedate of determination, by such Person, by one or more Subsidiaries of such Person or a combinationthereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary of suchPerson is, at the date of determination, a general or limited partner of such partnership, but only if suchPerson, directly or by one or more Subsidiaries of such Person, or a combination thereof, Controls suchpartnership on the date of determination, or (c) any other Person (other than a corporation or apartnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof,directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) thepower to elect or direct the election of a majority of the directors, managers or other governing body ofsuch Person. Exhibit A-3Exhibit 21.1List of Subsidiaries of TransMontaigne Partners L.P. at December 31, 2014*Ownership ofsubsidiaryName of subsidiaryTrade nameState/Country oforganization100%TransMontaigneOperating GP L.L.C.NoneDelaware100%TransMontaigne Terminals L.L.C.NoneDelaware100%TPSI Terminals L.L.C.NoneDelaware100%TransMontaigne Operating Company L.P.NoneDelaware100%Razorback L.L.C.NoneDelaware100%TLP Operating Finance Corp.NoneDelaware100%TPME L.L.C.NoneDelaware *Omits non‑operating subsidiaries that, considered in the aggregate, do not constitute significant subsidiaries asof December 31, 2014. Exhibit 23.1Consent of Independent Registered Public Accounting FirmTo the Board of Directors of TransMontaigne GP L.L.C. andThe Unitholders of TransMontaigne Partners L.P.Denver, ColoradoWe consent to the incorporation by reference in Registration Statement Nos. 333‑125209 and 333‑148280 onForm S‑8 and Registration Statement No. 333‑187661 on Form S‑3 of our reports dated March 12, 2015, relating to thefinancial statements of TransMontaigne Partners L.P. and subsidiaries, and the effectiveness of TransMontaignePartners L.P. and subsidiaries’ internal control over financial reporting, appearing in this Annual Report on Form 10‑K ofTransMontaigne Partners L.P. for the year ended December 31, 2014./s/ Deloitte & Touche LLPDenver, ColoradoMarch 12, 2015 Exhibit 23.2CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe hereby consent to the incorporation by reference in the Registration Statements on Form S‑3(No. 333‑187661) and on Form S‑8 (Nos. 333‑125209 and 333‑148280) of TransMontaigne Partners L.P. of our reportdated March 3, 2015 relating to the financial statements of Battleground Oil Specialty Terminal Company LLC, whichappears in this Form 10‑K./s/ PricewaterhouseCoopers LLPHouston, TexasMarch 11, 2015 Exhibit 31.1Certification Pursuant toSection 302 of the Sarbanes‑Oxley Act of 2002I, Frederick W. Boutin, Chief Executive Officer of TransMontaigne GP L.L.C., a Delaware limited liability company andgeneral partner of TransMontaigne Partners L.P. (the “Company”), certify that:1.I have reviewed this Annual Report on Form 10‑K of TransMontaigne Partners L.P. for the fiscal year endedDecember 31, 2014;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operations and cash flows of the registrant as of,and for, the periods presented in this report;4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control overfinancial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the registrant and have:(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;(b)Designed such internal control over financial reporting, or caused such internal control over financialreporting to be designed under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls and procedures, as of the end ofthe period covered by this report based on such evaluation; and(d)Disclosed in this report any change in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of anannual report) that has materially affected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent functions):(a)All significant deficiencies and material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the registrant’s ability to record,process, summarize and report financial information; and(b)Any fraud, whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.Chief Executive OfficerMarch 12, 2015/s/ Frederick W. BoutinFrederick W. BoutinChief Executive Officer Exhibit 31.2Certification Pursuant toSection 302 of the Sarbanes‑Oxley Act of 2002I, Robert T. Fuller, Chief Financial Officer of TransMontaigne GP L.L.C., a Delaware limited liability company andgeneral partner of TransMontaigne Partners L.P. (the “Company”), certify that:1.I have reviewed this Annual Report on Form 10‑K of TransMontaigne Partners L.P. for the fiscal year endedDecember 31, 2014;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operations and cash flows of the registrant as of,and for, the periods presented in this report;4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control overfinancial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the registrant and have:(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;(b)Designed such internal control over financial reporting, or caused such internal control over financialreporting to be designed under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls and procedures, as of the end ofthe period covered by this report based on such evaluation; and(d)Disclosed in this report any change in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of anannual report) that has materially affected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent functions):(a)All significant deficiencies and material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the registrant’s ability to record,process, summarize and report financial information; and(b)Any fraud, whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.Chief Financial OfficerMarch 12, 2015/s/ Robert T. FullerRobert T. FullerChief Financial Officer Exhibit 32.1Certification of Chief Executive Officer and Chief Financial OfficerPursuant to Section 906 of the Sarbanes‑Oxley Act of 2002(18 U.S.C. Section 1350)The undersigned, the Chief Executive Officer of TransMontaigne GP L.L.C., a Delaware limited liabilitycompany and general partner of TransMontaigne Partners L.P. (the “Company”), hereby certifies that, to his knowledgeon the date hereof:(a)the Annual Report on Form 10‑K of the Company for the fiscal year ended December 31, 2014, filed onthe date hereof with the Securities and Exchange Commission (the “Report”) fully complies with therequirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and(b)the information contained in the Report fairly presents, in all material respects, the financial conditionand results of operations of the Company.Chief Executive Officer /s/ Frederick W. BoutinFrederick W. BoutinChief Executive Officer March 12, 2015 Exhibit 32.2Certification of Chief Executive Officer and Chief Financial OfficerPursuant to Section 906 of the Sarbanes‑Oxley Act of 2002(18 U.S.C. Section 1350)The undersigned, the Chief Financial Officer of TransMontaigne GP L.L.C., a Delaware limited liabilitycompany and general partner of TransMontaigne Partners L.P. (the “Company”), hereby certifies that, to his knowledgeon the date hereof:(a)the Annual Report on Form 10‑K of the Company for the fiscal year ended December 31, 2014, filed onthe date hereof with the Securities and Exchange Commission (the “Report”) fully complies with therequirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and(b)the information contained in the Report fairly presents, in all material respects, the financial conditionand results of operations of the Company.Chief Financial Officer /s/ Robert T. FullerRobert T. FullerChief Financial Officer March 12, 2015 

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