UNITED STATES SECURITIES and EXCHANGE COMMISSION Washington, D.C
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Use these links to rapidly review the document TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2011 OR o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number 001-32505 TRANSMONTAIGNE PARTNERS L.P. (Exact name of registrant as specified in its charter) Delaware 34-2037221 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) Suite 3100, 1670 Broadway Denver, 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 Class Name of Each Exchange on Which Registered Common Limited Partner Units New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o 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 o 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 of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No o Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required 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 shorter period that the registrant was required to submit and post such files). Yes o 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, to the 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 to this Form 10-K. o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer o Accelerated filer Non-accelerated filer o Smaller reporting company o (Do not check if a 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 o No The aggregate market value of common limited partner units held by non-affiliates of the registrant on June 30, 2011 was $387,323,686, computed by reference to the last sale price ($34.91 per common unit) of the registrant's common limited partner units on the New York Stock Exchange on June 30, 2011. The number of the registrant's common limited partner units outstanding on March 12, 2012 was 14,457,066. DOCUMENTS INCORPORATED BY REFERENCE None. Table of Contents EXPLANATORY NOTE As previously disclosed in our Current Report on Form 8-K, filed with the SEC on December 21, 2011, as amended by our Current Report on Form 8-K/A, filed with the SEC on January 13, 2012, the audit committee of our general partner dismissed KPMG LLP, from its engagement as the principal accountant to audit the financial statements of TransMontaigne Partners L.P. on December 15, 2011. The dismissal of KPMG resulted from the determination that KPMG was not "independent" of TransMontaigne Partners within the meaning of the rules of applicable regulatory agencies, and did not qualify as independent at the time of our audits for the years ended December 31, 2010 and 2009, and prior periods. Although KPMG was not independent with respect to TransMontaigne Partners, the audit committee and management of our general partner believe that the financial statements contained in those filings fairly present, in all material respects, the financial condition and results of operations of TransMontaigne Partners as of the end of and for the periods presented and may continue to be relied upon. In conjunction with our investigation of this matter and our discussions with KPMG, Deloitte & Touche LLP and the SEC, it was determined that our investors will receive a meaningful benefit from the reassurance that will be provided by having our financial statements for the years ended December 31, 2010 and December 31, 2009 re-audited, and by having the quarterly financial information that will be contained in TransMontaigne Partners' 2011 Annual Report re-reviewed, by Deloitte & Touche LLP, TransMontaigne Partners' new independent registered public accounting firm. We are working with Deloitte & Touche LLP to complete these audits and reviews as quickly as reasonably practicable, but they could not be completed prior to March 15, 2012, the date by which the 2011 Annual Report is due to be filed with the SEC in accordance with applicable SEC rules. Upon completion of these audits and reviews, we will amend this Annual Report on Form 10-K to include our audited financial statements and related information which have been omitted from the present filing. Accordingly, "Item 6. Selected Financial Data," "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," "Item 7A. Quantitative and Qualitative Disclosures About Market Risks," "Item 8. Financial Statements and Supplementary Data," "Item 9A. Controls and Procedures," "Item 14. Principal Accounting Fees and Services," "Exhibit 23.1" and complete certifications on "Exhibit 31.1," "Exhibit 31.2," "Exhibit 32.1" and "Exhibit 32.2" will be included in the amendment to this Annual Report on Form 10-K, to be filed as soon as practicable. 1 Table of Contents TABLE OF CONTENTS Item Page No. Part I 1 and 2. Business and Properties 6 1A. Risk Factors 30 1B. Unresolved Staff Comments 49 3. Legal Proceedings 49 4. Mine Safety Disclosures 49 Part II 5. Market for the Registrant's Common Units, Related Unitholder Matters and Issuer Purchases of Equity Securities 50 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 53 9B. Other Information 53 Part III 10. Directors, Executive Officers of Our General Partner and Corporate Governance 53 11. Executive Compensation 60 12. Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters 65 13. Certain Relationships and Related Transactions, and Director Independence 69 Part IV 15. Exhibits 73 2 Table of Contents Our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and any amendments to such reports, will be available free of charge on our website at www.transmontaignepartners.com under the heading "Unitholder Information," "SEC Filings" as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission. A copy of this annual report on Form 10-K (without exhibits) will be furnished without charge to any unitholder who sends a written request 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 STATEMENTS This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including the following: • any statements contained in this annual report regarding the prospects for our business or any of our services or our 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," "is scheduled," 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 to control or predict. Because of these risks and uncertainties, actual results may differ materially from those expressed or implied by forward-looking statements, and investors are cautioned not to place undue reliance on such statements, which speak only as of the date thereof. Important factors, many of which are described in more detail in "Item 1A. Risk Factors" of this annual report, that could cause actual results to differ materially from our expectations include, but are not limited to: • a reduction in revenue from any of our significant customers upon which we rely for a substantial majority of our revenue; • our ability to generate sufficient cash from operations to enable us to maintain or grow the amount of the quarterly distribution to our unitholders; • failure by any of our significant customers to continue to engage us to provide services after the expiration of existing terminaling services agreements, or our failure to secure comparable alternative arrangements; • a lack of access to new capital would impair our ability to