<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 25, 1997
TRANSMONTAIGNE OIL COMPANY
Commission File Number 1-11763
A Delaware Corporation IRS Employer No. 06-1052062
370 Seventeenth Street
Suite 2750
Denver, CO 80202
Telephone Number (303) 626-8200
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
This Current Report on Form 8-K/A amends the Current Report on Form 8-K
filed by TransMontaigne Oil Company on December 10, 1997 solely to add the
financial statements of the business acquired, ITAPCO Terminal
Corporations, as required by Item 7(a), and the pro forma financial
information required by Item 7(b).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS PAGE NO.
<TABLE>
<CAPTION>
<S> <C>
(a) Financial Statements of Business Acquired.
Independent Auditors' Report....................................3
Combined Balance Sheet, December 31, 1996.......................4
Combined Statement of Earnings for the year ended
December 31, 1996..............................................5
Combined Statement of Stockholders' Equity for the year ended
December 31, 1996..............................................6
Combined Statement of Cash Flows for the year ended
December 31, 1996..............................................7
Notes to Combined Financial Statements..........................8
Combined Balance Sheet, November 30, 1997 (Unaudited)..........12
Combined Statements of Operations, eleven months ended
November 30, 1997 and 1996 (Unaudited).........................13
Combined Statements of Cash Flows, eleven months ended
November 30, 1997 and 1996 (Unaudited).........................14
(b) Condensed Combined Pro Forma Financial Information.
Introduction...................................................15
Condensed Combined Pro Forma Balance Sheet, October 31, 1997
(Unaudited)....................................................17
Condensed Combined Pro Forma Statement of Operations,
six months ended October 31, 1997 (Unaudited)..................18
Condensed Combined Pro Forma Statement of Operations,
year ended April 30, 1997 (Unaudited)..........................19
Notes to Condensed Combined Pro Forma Financial Statements
(Unaudited)....................................................20
(c) Exhibits. Previously provided on Form 8-K Current Report filed on
December 10, 1997.
</TABLE>
-2-
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Stockholders
Independent Terminal and Pipeline Companies
Houston, Texas
We have audited the accompanying Combined Balance Sheet of the Independent
Terminal and Pipeline Companies as of December 31, 1996, and the related
Combined Statements of Earnings, Stockholders' Equity, and Cash Flows for the
year then ended. These financial statements are the responsibility of the
Companies' management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the combined financial position of the Independent
Terminal and Pipeline Companies as of December 31, 1996, and the combined
results of its operations and its cash flows for the year then ended, in
conformity with generally accepted accounting principles.
WEINSTEIN SPIRA & COMPANY, P.C.
Houston, Texas
February 5, 1998
-3-
<PAGE>
INDEPENDENT TERMINAL AND PIPELINE COMPANIES
COMBINED BALANCE SHEET
DECEMBER 31, 1996
<TABLE>
<CAPTION>
ASSETS
CURRENT ASSETS
<S> <C> <C>
Cash and cash equivalents $ 706,274
Trade accounts receivable 578,553
Prepaid expenses and other 42,368 $1,327,195
------------
PROPERTY, PLANT AND EQUIPMENT
Land 580,102
Plant and equipment 16,772,192
Accumulated depreciation (13,020,161) 4,332,133
------------
OTHER ASSETS 121,805
----------
$5,781,133
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $ 444,988
Trade accounts payable 304,753
Loans from shareholders 630,000
Other liabilities 51,225 $1,430,966
------------
LONG-TERM DEBT 1,274,840
STOCKHOLDERS' EQUITY
Common stock 1,135,000
Retained earnings 1,940,327 3,075,327
------------ ----------
$5,781,133
==========
</TABLE>
See notes to combined financial statements.
-4-
<PAGE>
INDEPENDENT TERMINAL AND PIPELINE COMPANIES
COMBINED STATEMENT OF EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
REVENUE
<S> <C> <C>
Terminaling service fees and storage $10,168,767
COSTS AND EXPENSES
Direct operating expenses $5,107,218
Management fees 1,215,394
Depreciation and amortization 1,505,016 7,827,628
---------- -----------
OPERATING INCOME 2,341,139
OTHER INCOME (EXPENSES)
Interest income 39,850
Interest expense (196,508) (156,658)
---------- -----------
NET EARNINGS $ 2,184,481
===========
</TABLE>
See notes to combined financial statements.
-5-
<PAGE>
INDEPENDENT TERMINAL AND PIPELINE COMPANIES
COMBINED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Common Retained
Stock Earnings TOTAL
----------- ------------ ------------
<S> <C> <C> <C>
BALANCE AT DECEMBER 31, 1995 $1,125,000 $ 1,855,846 $ 2,980,846
Issuance of common stock 10,000 10,000
Net earnings 2,184,481 2,184,481
Cash distributions (2,100,000) (2,100,000)
---------- ----------- -----------
BALANCE AT DECEMBER 31, 1996 $1,135,000 $ 1,940,327 $ 3,075,327
========== =========== ===========
</TABLE>
See notes to combined financial statements.
-6-
<PAGE>
INDEPENDENT TERMINAL AND PIPELINE COMPANIES
COMBINED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C>
Net Earnings $ 2,184,481
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 1,505,016
Decrease (increase) in:
Trade accounts receivable (93,172)
Prepaid expenses and other 16,107
Increase (decrease) in:
Trade accounts payable (94,939)
Other liabilities 16,070
-----------
Net Cash Provided by Operating Activities 3,533,563
-----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment (1,336,224)
Increase in other assets (104,769)
-----------
Net Cash Used in Investing Activities (1,440,993)
-----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from bank notes payable 825,000
Proceeds from stockholder loans 325,000
Payments on bank notes payable (1,093,206)
Payments on stockholder loans (30,000)
Proceeds from issuance of common stock 10,000
Cash distributions to stockholders (2,100,000)
-----------
Net Cash Used in Financing Activities (2,063,206)
-----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 29,364
Cash and Cash Equivalents - Beginning of Year 676,910
-----------
CASH AND CASH EQUIVALENTS - END OF YEAR $ 706,274
===========
</TABLE>
See notes to combined financial statements.
-7-
<PAGE>
INDEPENDENT TERMINAL AND PIPELINE COMPANIES
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1996
NOTE 1 - ORGANIZATION AND BUSINESS
The Independent Terminal and Pipeline Companies (the Companies) were formed by a
common group of investors for the purpose of leasing storage facilities
throughout the Mid-Continent region of the United States for the receipt,
storage and delivery of petroleum products owned or controlled by others. The
companies included in the combined financial statements are the following:
ITAPCO - Border Terminal, Inc.
ITAPCO - Brownsville Terminal, Inc.
ITAPCO - Evansville, Inc.
ITAPCO - Greenville Terminal, Inc.
ITAPCO - Greater Cincinnati Terminal, Inc.
ITAPCO - Henderson Terminal, Inc.
ITAPCO - Kentuckiana, Inc.
ITAPCO - Louisville Terminal, Inc.
ITAPCO - Midsouth Terminal, Inc. and its 50% owned affiliate, Ark City Tank
Storage Company
ITAPCO - Missouri Terminal, Inc.
ITAPCO - Ohio Terminal, Inc.
ITAPCO - Owensboro Terminal, Inc. and its 50% owned affiliate, ITAPCO -
Owensboro Terminal Company
ITAPCO - Paducah Terminal, Inc.
ITAPCO - Riverway Terminal, Inc.
ITAPCO - Tejano Terminal, Inc.
ITAPCO - Wisconsin Terminal, Inc.
The business of the combined Companies is managed by Independent Terminal and
Pipeline Company, a joint venture which received management fees in
consideration of services rendered.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These combined financial statements are presented on the accrual basis of
accounting in accordance with generally accepted accounting principles.
Significant accounting principles followed by the Companies and the methods of
applying those principles which materially affect the determination of financial
position, results of operations and cash flows are summarized below:
PRINCIPLES OF COMBINATION
All intercompany transactions have been eliminated in combination.
CASH AND CASH EQUIVALENTS
The Companies consider all short-term investment with an original maturity of
three months or less to be cash equivalents.
-8-
<PAGE>
INDEPENDENT TERMINAL AND PIPELINE COMPANIES
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1996
REVENUE RECOGNITION
Revenue is recognized as services are rendered and storage fees are earned.
Earnings are charged for a provision for doubtful accounts based upon a current
review of collectibility.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are carried at cost. Depreciation is
calculated using accelerated methods over the recovery period of the assets as
follows:
<TABLE>
<CAPTION>
Depreciable
Life
---------------
<S> <C>
Buildings 31.5 - 39 years
Land Improvements 15 years
Storage tanks, machinery and equipment 5 - 7 years
Furniture and fixtures 5 years
</TABLE>
FEDERAL INCOME TAXES
The Companies have elected treatment as S Corporations for federal income tax
purposes. Accordingly, no provision for federal income taxes is made in the
financial statements for the Companies or the Partnerships.
USE OF ESTIMATES
The preparation of combined financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the combined
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
-9-
<PAGE>
INDEPENDENT TERMINAL AND PIPELINE COMPANIES
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1996
NOTE 3 - LONG-TERM DEBT
Long-term debt consists of notes payable to banks, which are generally secured
by plant and equipment and guaranteed by certain stockholders, bear interest at
rates varying from 7.25% to 8.5% and require monthly principal payments for
varying periods until 2004. The following is a schedule of future maturities on
the notes payable as of December 31, 1996:
1997 $ 444,988
1998 437,199
1999 267,275
2000 210,751
2001 170,965
Thereafter 188,650
----------
$1,719,828
----------
NOTE 4 - OPERATING LEASES
Certain of the Companies have facility leases with third parties. These are
generally secured by the terminal assets. Future minimum payments under the
lease terms are as follows:
1997 $ 91,695
1998 91,695
1999 34,479
2000 19,479
----------
$ 237,348
==========
Lease expense for 1996 was $97,547.
NOTE 5 - RELATED PARTY TRANSACTIONS
Independent Terminal and Pipeline Company, a joint venture owned directly and
indirectly by certain stockholders of the Companies, was paid approximately
$1,200,000 in management fees during 1996.
The Companies had $630,000 in non-interest-bearing loans from certain
stockholders, which are unsecured and due on demand.
-10-
<PAGE>
INDEPENDENT TERMINAL AND PIPELINE COMPANIES
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1996
NOTE 6 - SIGNIFICANT CUSTOMERS
During the year ended December 31, 1996, the Companies and Partnerships received
the following percentages of their revenues from one, two, three, or four
customers, as follows:
Ark City Tank Storage 18% 16%
Border Terminal, Inc. 22% 12% 11%
Brownsville Terminal, Inc. 33% 17% 11%
Evansville Terminal, Inc. 30% 27% 20%
Greenville Terminal, Inc. 40% 34%
Greater Cincinnati Terminal, Inc. 25% 23% 14%
Henderson Terminal, Inc. 41% 18% 18% 10%
Kentuckiana Terminal, Inc. 37% 22% 13% 10%
Louisville Terminal, Inc. 26% 22% 12%
Missouri Terminal, Inc. 48% 43%
Ohio Terminal, Inc. 39% 18% 15% 12%
Owensboro Terminal Company 44% 23% 22% 11%
Paducah Terminal, Inc. 30% 17% 13% 12%
Riverway Terminal, Inc. 28% 22% 16% 13%
Tejano Terminal, Inc. 98%
Wisconsin Terminal, Inc. 78% 11% 11%
In 1997 the significant customer of Tejano Terminal, Inc. no longer utilized the
Company for its terminaling needs.
NOTE 7 - CONTINGENT LIABILITY
The Environmental Protection Agency (EPA) has filed a complaint against
Kentuckiana Terminal, Inc. ("Kentuckiana") alleging violations of the Clean
Water Act relating to a 1993 spill of toluene. Kentuckiana is currently in
negotiations with the Department of Justice representing the EPA to finalize a
consent order. In the opinion of management, the maximum damages will not exceed
$125,000.
NOTE 8 - SUBSEQUENT EVENT
In November 1997 the ITAPCO Companies were acquired by TransMontaigne Oil
Company for $32 million cash, less assumption of an outstanding bank loan of
approximately $542,000.
-11-
<PAGE>
INDEPENDENT TERMINAL AND PIPELINE COMPANIES
COMBINED BALANCE SHEET
NOVEMBER 30, 1997 (UNAUDITED)
- -------------------------------------------------------------------------------
Assets
- ------
Current assets:
Cash and cash equivalents $ 906,267
Trade accounts receivable 552,720
Prepaid expenses and other 6,360
------------
1,465,347
------------
Property, plant and equipment:
Land 585,402
Plant and equipment 19,953,504
Accumulated depreciation (14,617,966)
------------
5,920,940
------------
Other assets, net 29,798
------------
$ 7,416,085
============
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Trade accounts payable $ 414,832
Other liabilities 259,357
------------
674,189
------------
Long-term debt 600,825
Stockholders' equity:
Common stock 1,260,000
Capital in excess of par value 3,139,843
Retained earnings 1,741,228
------------
6,141,071
------------
$ 7,416,085
============
-12-
<PAGE>
INDEPENDENT TERMINAL AND PIPELINE COMPANIES
COMBINED STATEMENTS OF OPERATIONS
ELEVEN MONTHS ENDED NOVEMBER 30, 1997 AND 1996 (UNAUDITED)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
1997 1996
--------------------- --------------------
Revenue:
<S> <C> <C>
Terminaling service fees and storage $10,497,356 8,684,081
Costs and expenses:
Direct operating expenses 5,333,562 4,131,991
Management fees 1,240,000 1,059,195
Depreciation and amortization 1,577,073 1,374,121
--------------------- ------------------
8,150,635 6,565,307
--------------------- ------------------
Operating income 2,346,721 2,118,774
Other income (expenses):
Interest income 37,835 35,225
Interest expense (213,655) (164,507)
--------------------- ------------------
(175,820) (129,282)
--------------------- ------------------
Net earnings $ 2,170,901 1,989,492
===================== ==================
</TABLE>
-13-
<PAGE>
INDEPENDENT TERMINAL AND PIPELINE COMPANIES
COMBINED STATEMENTS OF CASH FLOWS
ELEVEN MONTHS ENDED NOVEMBER 30, 1997 AND 1996 (UNAUDITED)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
1997 1996
------------ ----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $2,170,901 1,989,492
Adjustments to reconcile net earnings to net
cash used by operating activities:
Depreciation and amortization 1,577,073 1,374,121
Changes in operating assets and liabilities,
net of noncash activities:
Trade accounts receivable 25,834 (656,742)
Prepaid expenses and other 36,008 (9,119)
Trade accounts payable 110,079 (86,716)
Other liabilities 208,133 219,100
------------ ----------
Net cash provided by operating activities 4,128,028 2,830,136
------------ ----------
Cash flows from investing activities:
Purchases of property, plant and equipment (3,153,402) (1,147,882)
Other assets, net 79,527 (77,502)
------------ ----------
Net cash (used) by investing activities (3,073,875) (1,225,384)
------------ ----------
Cash flows from financing activities:
Borrowings of long-term debt, net 1,390,840 74,261
Common stock issued for cash 125,000 10,000
Cash distributions to stockholders (2,370,000) (1,580,000)
------------ ----------
Net cash (used) by financing activities (854,160) (1,495,739)
------------ ----------
Increase in cash and cash equivalents 199,993 109,013
Cash and cash equivalents at beginning of period 706,274 676,910
------------ ----------
Cash and cash equivalents at end of period $ 906,267 785,923
============ ==========
</TABLE>
Note: During November 1997 Stockholder loans of $3,139,843 were converted to
capital in excess of par value.
-14-
<PAGE>
TRANSMONTAINGE OIL COMPANY AND SUBSIDIARIES
CONDENSED COMBINED PRO FORMA FINANCIAL INFORMATION
INTRODUCTION
On November 25, 1997 TRANSMONTAIGNE OIL COMPANY, ("TRANSMONTAIGNE"), through a
wholly-owned subsidiary, acquired the common stock of seventeen corporations,
known as the "ITAPCO Terminal Corporations", from a common shareholder group,
and certain related property and property interests of Independent Terminal
and Pipeline Company, a Texas joint venture, from certain individuals in the
same group. The acquisition included seventeen bulk liquid storage and
distribution terminals located in eight states having total tankage capacity in
excess of 3.3 million barrels, handling primarily petroleum products and
chemicals together with the related operations of the terminals; seven contracts
for providing management consulting services to non-owned bulk liquid storage
and distribution terminals, pipelines and related facilities for third parties;
and certain other assets including rights, contracts, agreements, manuals,
files, charts, receivables, leases, leasehold improvements, vehicles, furniture,
fixtures, computers, software and other items directly related to the business
and operations of the acquired terminals, contracts and assets.
The purchase price of the common stock of the ITAPCO Terminal Corporations and
all related property and property interests acquired was $32,000,000 cash, less
assumption by TRANSMONTAIGNE of an outstanding bank loan of $541,686 and accrued
interest of $631. The purchase price was established in arms-length negotiation
between TRANSMONTAINGE and the selling group. The purchase price was funded by
an advance of $22,000,000 from the TRANSMONTAIGNE credit facility at BankBoston
and the balance from cash reserves of TRANSMONTAIGNE. TRANSMONTAIGNE intends to
continue the prior use of the terminals and other assets acquired. The
seventeen ITAPCO Terminal Corporations were merged into a wholly owned
subsidiary of TRANSMONTAIGNE effective December 1, 1997. The transaction will be
accounted for as a purchase.
-15-
<PAGE>
The accompanying unaudited condensed combined pro forma balance sheet as of
October 31, 1997 assumes that the acquisition of the ITAPCO Terminal
Corporations and related property and property interests occurred on October 31,
1997 and reflects the historical consolidated balance sheet of TRANSMONTAIGNE at
that date giving pro forma effect to the acquisition of the ITAPCO Terminal
Corporations and related property and property interests.
The accompanying unaudited condensed combined pro forma statements of operations
for the six months ended October 31, 1997 and the year ended April 30, 1997
assume that the acquisition of the ITAPCO Terminal Corporations and related
property and property interests occurred as of May 1, 1996 and combines the
historical results of operations of the ITAPCO Terminal Corporations for the six
months ended October 31, 1997 and the twelve months ended April 30, 1997,
respectively.
The accompanying pro forma information should be read in conjunction with the
related historical financial information and is not necessarily indicative of
the results which would actually have occurred had this transaction been
consummated on the dates or for the periods indicated, or which may occur in the
future.
-16-
<PAGE>
TRANSMONTAIGNE OIL COMPANY
AND SUBSIDIARIES
CONDENSED COMBINED PRO FORMA BALANCE SHEET
OCTOBER 31, 1997 (UNAUDITED)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Condensed
TransMontaigne Pro forma adjustments Combined
historical ------------------------ Pro forma
October 31, 1997 Debit Credit TransMontaigne
------------------------ ------------ ------------ --------------
ASSETS
- ------
Current assets:
<S> <C> <C> <C> <C>
Cash and cash equivalents $ 45,764,652 1, 2 22,683,000 31,450,000 36,997,652
Trade accounts receivable 39,926,328 2 529,000 40,455,328
Inventories 64,452,354 64,452,354
Deferred tax assets, net 770,000 770,000
Prepaid expenses and other 1,770,255 2 6,000 1,776,255
------------ ----------- ---------- -----------
152,683,589 23,218,000 31,450,000 144,451,589
------------ ----------- ---------- -----------
Property, plant and equipment:
Land 1,369,565 2 1,400,000 2,769,565
Plant and equipment 132,208,156 2 29,761,000 161,969,156
Accumulated depreciation (14,171,962) (14,171,962)
------------ ----------- ---------- -----------
119,405,759 31,161,000 - 150,566,759
------------ ----------- ---------- -----------
Investments and other assets:
Investments 15,656,097 15,656,097
Deferred debt issuance costs, net 1,505,427 1,505,427
Other assets, net 3,158,386 2 144,000 3,302,386
------------ ----------- ---------- -----------
20,319,910 144,000 - 20,463,910
------------ ----------- ---------- -----------
$292,409,258 54,523,000 31,450,000 315,482,258
=========== ============ =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Trade accounts payable $ 29,567,250 2 305,000 29,872,250
Inventory due under
exchange agreements 11,286,413 11,286,413
Excise taxes payable 8,287,753 8,287,753
Other accrued liabilities 4,108,490 2 218,000 4,326,490
------------ ----------- ---------- -----------
53,249,906 - 523,000 53,772,906
------------ ----------- ---------- -----------
Long-term debt 88,964,467 1, 2 22,550,000 111,514,467
Minority interests 5,475,377 5,475,377
Stockholders' equity:
Preferred stock - -
Common stock 259,144 259,144
Capital in excess of par value 135,883,800 135,883,800
Retained earnings 9,276,947 9,276,947
Unearned compensation (700,383) (700,383)
------------ ----------- ---------- -----------
144,719,508 - - 144,719,508
------------ ----------- ---------- -----------
$292,409,258 - 23,073,000 315,482,258
============ ----------- ---------- ===========
54,523,000 54,523,000
=========== ==========
</TABLE>
See accompanying notes to condensed combined pro forma financial statements.
-17-
<PAGE>
TRANSMONTAIGNE OIL COMPANY
AND SUBSIDIARIES
CONDENSED COMBINED PRO FORMA STATEMENT OF OPERATIONS
SIX MONTHS ENDED OCTOBER 31, 1997 (UNAUDITED)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Combined
ITAPCO
Terminal
TransMontaigne Corporations Condensed
historical six historical six Pro forma adjustments Combined
months ended months ended ----------------------- Pro forma
October 31, 1997 October 31, 1997 Debit Credit TransMontaigne
---------------- ---------------- ----------------------- ----------------
Revenue:
<S> <C> <C> <C> <C> <C> <C>
Product sales,
pipeline tariffs,
terminaling fees and
natural gas gathering
and processing fees $1,007,249,077 6,026,361 1,013,275,438
Costs and expenses:
Product costs and
direct operating expenses 987,105,135 2,465,379 989,570,514
General and administrative 5,924,065 716,025 3 180,000 6,460,090
Depreciation and
amortization 3,537,188 888,235 4 600,000 5,025,423
-------------- ---------------- ------------ -------- ----------------
996,566,388 4,069,639 600,000 180,000 1,001,056,027
-------------- ---------------- ------------ -------- ----------------
Operating income 10,682,689 1,956,722 12,219,411
Other income (expenses):
Interest income 1,145,584 29,184 1,174,768
Interest expense (3,351,236) (137,523) 5 880,000 (4,368,759)
-------------- ---------------- ------------ -------- ----------------
(2,205,652) (108,339) 880,000 - (3,193,991)
-------------- ---------------- ------------ -------- ----------------
Earnings before
income taxes 8,477,037 1,848,383 1,480,000 180,000 9,025,420
Income tax expense (3,070,000) - 6 208,000 (3,278,000)
-------------- ---------------- ------------ -------- ----------------
Net earnings $ 5,407,037 1,848,383 1,688,000 180,000 5,747,420
============== ================ ============ ======== ================
Weighted average common
shares outstanding 26,660,155 26,660,155
============== ================
Earnings per common
share $ 0.20 0.22
============== ================
</TABLE>
See accompanying notes to condensed combined pro forma financial statements.
-18-
<PAGE>
TRANSMONTAIGNE OIL COMPANY
AND SUBSIDIARIES
CONDENSED COMBINED PRO FORMA STATEMENT OF OPERATIONS
YEAR ENDED APRIL 30, 1997 (UNAUDITED)
<TABLE>
<CAPTION>
Combined
ITAPCO Terminal
TransMontaigne Corporations Condensed
historical historical Pro forma adjustments Combined
year ended year ended ----------------------- Pro forma
April 30, 1997 April 30, 1997 Debit Credit TransMontaigne
------------------ ---------------------- ---------- -------------- ---------------------
<S> <C> <C> <C> <C> <C>
Revenue:
Product sales, pipeline
tariffs, terminaling
fees and natural
gas gathering and
processing fees $1,166,664,621 10,497,003 1,177,161,624
Costs and expenses:
Product costs and
direct operating
expenses 1,145,320,892 5,096,757 1,150,417,649
General and
administrative 7,987,162 1,274,633 3 360,000 8,901,795
Depreciation and
amortization 3,455,999 1,498,732 4 1,200,000 6,154,731
------------- ------------ --------- ------- -------------
1,156,764,053 7,870,122 1,200,000 360,000 1,165,474,175
------------- ------------ --------- ------- -------------
Operating income 9,900,568 2,626,881 11,687,449
Other income (expenses):
Interest income 1,777,441 42,396 1,819,837
Interest expense (4,416,149) (163,922)5 1,760,000 (6,340,071)
Other, net 220,674 - 220,674
------------- ------------ --------- ------- -------------
(2,418,034) (121,526) 1,760,000 - (4,299,560)
------------- ------------ --------- ------- -------------
Earnings before
income taxes 7,482,534 2,505,355 2,960,000 360,000 7,387,889
Income tax benefit 1,688,778 - 6 36,000 1,724,778
------------- ------------ --------- ------- -------------
Net earnings $ 9,171,312 2,505,355 2,960,000 396,000 9,112,667
============= ============ ========= ======= =============
Weighted average common
shares outstanding 22,500,984 22,500,984
============= =============
Earnings per common
share $0.41 0.41
============= =============
</TABLE>
See accompanying notes to condensed combined pro forma financial statements.
-19-
<PAGE>
TRANSMONTAIGNE OIL COMPANY
AND SUBSIDIARIES
NOTES TO CONDENSED COMBINED PRO FORMA FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
(1) BASIS OF PRESENTATION
On November 25, 1997, TransMontaigne Oil Company (TransMontaigne), through a
wholly-owned subsidiary, acquired the common stock of seventeen
corporations, known as the "ITAPCO Terminal Corporations", from a common
shareholder group, and certain related property and property interests of
Independent Terminal and Pipeline Company, a Texas joint venture, from
certain individuals in the same group. The transaction is accounted
for as a purchase. The purchase price of the common stock of the ITAPCO
Terminal Corporations and all the related property and property interests
acquired was $32,000,000 cash, less assumption by TransMontaigne of an
outstanding bank loan of $541,686 and accrued interest of $631. The
purchase price was established in arms-length negotiation between
TransMontaigne and the selling group. The purchase price was funded by an
advance of $22,000,000 from the TransMontaigne credit facility at BankBoston
and the balance from cash reserves of TransMontaigne.
The condensed combined pro forma balance sheet includes pro forma
adjustments to give effect to the acquisition of the ITAPCO Terminal
Corporations as of October 31, 1997. The condensed combined pro forma
statements of operations include the historical revenue and expenses of the
ITAPCO Terminal Corporations for the respective periods presented and
adjustments for the pro forma effects of the acquisition.
(2) PRO FORMA ADJUSTMENTS
The following pro forma adjustments have been made to the balance sheet of
TransMontaigne at October 31, 1997 and to the statements of operations for
the six months ended October 31, 1997 and for the year ended April 30, 1997:
1. To record the proceeds from borrowings under the TransMontaigne credit
facility at BankBoston.
2. To record the acquisition of the assets and liabilities of ITAPCO
Terminal Corporations by TransMontaigne.
3. To adjust general and administrative expenses in connection with the
acquisition.
4. To record depreciation expense relating to the purchase of property,
plant and equipment.
5. To record interest expense on the debt incurred to fund the acquisition
at an assumed rate of 8%.
6. To record the income tax on the additional income from the ITAPCO
Terminal Corporations, net of pro forma adjustments, at an assumed tax
rate of 38%.
-20-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
TRANSMONTAIGNE OIL COMPANY has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
TRANSMONTAIGNE OIL COMPANY
Date: February 9, 1998 By: /s/ Richard E. Gathright
------------------------------
Richard E. Gathright
President
-21-
