1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________ to ____________________
COMMISSION FILE NUMBER
333-18455 AND 333-18455-01
STATIA TERMINALS INTERNATIONAL N.V.
(Exact name of registrant as specified in its charter)
NETHERLANDS ANTILLES 52-2003102
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
C/O COVENANT MANAGERS
L.B. SMITHPLEIN 3
CURACAO, NETHERLANDS ANTILLES
(011) 599-31-82300
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
STATIA TERMINALS CANADA, INCORPORATED
(Exact name of registrant as specified in its charter)
NOVA SCOTIA, CANADA 98-0164788
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3816 PORT MALCOLM ROAD
PORT HAWKESBURY, NOVA SCOTIA B9A 1Z5
(902) 625-1711
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Indicate by check mark whether each of the registrants: (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 [X] No [ ]
The equity securities of the registrants have not been, and are not
required to be, registered under either the Securities Act of 1933 or the
Securities Exchange Act of 1934.
2
STATIA TERMINALS INTERNATIONAL N.V.
AND
STATIA TERMINALS CANADA, INCORPORATED
QUARTERLY REPORT ON FORM 10-Q
MARCH 31, 2001
TABLE OF CONTENTS
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Balance Sheets 1
Consolidated Condensed Statements of Operations 2
Consolidated Condensed Statements of Cash Flows 3
Notes to Consolidated Condensed Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk 20
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 21
Item 2. Changes in Securities and Use of Proceeds 21
Item 3. Defaults Upon Senior Securities 21
Item 4. Submission of Matters to a Vote of Security Holders 21
Item 5. Other Information 21
Item 6. Exhibits and Reports on Form 8-K 21
THIS QUARTERLY REPORT ON FORM 10-Q (THIS "REPORT") CONTAINS
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF 27A OF THE SECURITIES ACT OF
1933, AS AMENDED. DISCUSSIONS CONTAINING SUCH FORWARD-LOOKING STATEMENTS MAY BE
FOUND IN ITEMS 1, 2, AND 3 OF PART I HEREOF, AS WELL AS WITHIN THIS REPORT
GENERALLY. IN ADDITION, WHEN USED IN THIS REPORT, THE WORDS "MAY," "WILL,"
"BELIEVE," "ANTICIPATE," "EXPECT," "ESTIMATE," AND SIMILAR EXPRESSIONS ARE
INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS ARE SUBJECT TO
A NUMBER OF RISKS AND UNCERTAINTIES. ACTUAL RESULTS IN THE FUTURE COULD DIFFER
MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF
FLUCTUATIONS IN THE SUPPLY OF AND DEMAND FOR CRUDE OIL AND OTHER PETROLEUM
PRODUCTS, CHANGES IN THE PETROLEUM TERMINALING INDUSTRY, ADDED COSTS DUE TO
CHANGES IN GOVERNMENT REGULATIONS AFFECTING THE PETROLEUM INDUSTRY, INABILITY TO
MAINTAIN OUR TAX STATUS, THE LOSS OF A MAJOR CUSTOMER OR CUSTOMERS, THE LOSS OF
A MAJOR VENDOR OR SUPPLIER OF PETROLEUM PRODUCTS, THE FINANCIAL CONDITION OF OUR
CUSTOMERS, INTERRUPTION OF OUR OPERATIONS CAUSED BY ADVERSE WEATHER CONDITIONS,
CHANGES TO OUR CONTRACT LABOR ARRANGEMENTS, THE CONDITION OF THE U.S. AND
CERTAIN FOREIGN ECONOMIES, AND OTHER MATTERS INCLUDED IN THIS REPORT AND THE
COMPANY'S ANNUAL REPORT ON FORM 10-K. WE DO NOT UNDERTAKE ANY OBLIGATION TO
PUBLICLY RELEASE THE RESULTS OF ANY REVISIONS TO THESE FORWARD-LOOKING
STATEMENTS THAT MAY BE MADE TO REFLECT ANY FUTURE EVENTS OR CIRCUMSTANCES.
FREQUENTLY IN THIS REPORT, ESPECIALLY WHEN DISCUSSING OUR OPERATIONS,
WE REFER TO OURSELVES, STATIA TERMINALS INTERNATIONAL N.V. AND OUR SUBSIDIARIES,
AS "WE" OR "US".
3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
STATIA TERMINALS INTERNATIONAL N.V. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
December 31, March 31,
2000 2001
------------ ----------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 11,757 $ 16,378
Accounts receivable-
Trade, net 13,482 14,228
Other 1,131 439
Inventory, net 1,552 3,378
Prepaid expenses 1,591 739
--------- ---------
Total current assets 29,513 35,162
PROPERTY AND EQUIPMENT, net 197,941 197,185
OTHER NONCURRENT ASSETS, net 2,818 2,662
--------- ---------
Total assets $ 230,272 $ 235,009
========= =========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts payable $ 11,995 $ 12,807
Accrued interest payable 1,516 4,483
Other accrued expenses 9,227 8,026
--------- ---------
Total current liabilities 22,738 25,316
LONG-TERM DEBT 101,000 101,000
--------- ---------
Total liabilities 123,738 126,316
--------- ---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER'S EQUITY:
Common stock 6 6
Additional paid-in capital 126,090 126,090
Accumulated deficit (19,562) (17,403)
--------- ---------
Total stockholder's equity 106,534 108,693
--------- ---------
Total liabilities and stockholder's equity $ 230,272 $ 235,009
========= =========
The accompanying notes are an integral part of these
consolidated condensed financial statements.
Page 1
4
STATIA TERMINALS INTERNATIONAL N.V. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
Three Months Ended
March 31,
--------------------------
2000 2001
-------- --------
REVENUES:
Terminaling services $ 12,430 $ 18,136
Product sales 29,875 32,077
-------- --------
Total revenues 42,305 50,213
-------- --------
COSTS OF REVENUES:
Terminaling services 10,115 11,118
Product sales 28,117 29,808
-------- --------
Total costs of revenues 38,232 40,926
-------- --------
Gross profit 4,073 9,287
ADMINISTRATIVE EXPENSES 2,161 2,413
-------- --------
Operating income 1,912 6,874
INTEREST EXPENSE 3,168 3,193
INTEREST INCOME 21 171
-------- --------
Income (loss) before provision for income taxes (1,235) 3,852
PROVISION FOR INCOME TAXES 264 455
-------- --------
Net income (loss) $ (1,499) $ 3,397
======== ========
The accompanying notes are an integral part of these
consolidated condensed financial statements.
Page 2
5
STATIA TERMINALS INTERNATIONAL N.V. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
Three Months Ended
March 31,
---------------------------
2000 2001
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (1,499) $ 3,397
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation and amortization 3,704 2,936
Provision for possible bad debts -- 25
Changes in operating assets and liabilities:
Accounts receivable - trade (275) (771)
Accounts receivable - other (401) 692
Inventory 416 (1,826)
Prepaid expenses 677 852
Other noncurrent assets 37 (15)
Accounts payable 326 812
Accrued interest payable and other accrued expenses 2,587 1,766
-------- --------
Net cash provided by operating activities 5,572 7,868
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (2,759) (2,009)
-------- --------
Net cash used in investing activities (2,759) (2,009)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid to Parent (3,750) (1,238)
-------- --------
Net cash used in financing activities (3,750) (1,238)
-------- --------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (937) 4,621
CASH AND CASH EQUIVALENTS, at beginning of period 3,632 11,757
-------- --------
CASH AND CASH EQUIVALENTS, at end of period $ 2,695 $ 16,378
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes $ 94 $ 105
======== ========
Cash paid for interest $ 31 $ 56
======== ========
SUPPLEMENTAL DISCLOSURE OF
NONCASH FINANCING ACTIVITY:
Vessel distributed as a dividend $ 4,707 $ --
======== ========
The accompanying notes are an integral part of these
consolidated condensed financial statements.
Page 3
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STATIA TERMINALS INTERNATIONAL N.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The unaudited consolidated condensed financial statements of Statia
Terminals International N.V. ("Statia") and Subsidiaries (together with Statia,
the "Company") have been prepared in accordance with accounting principles
generally accepted in the United States for interim financial information and
with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all the information and footnotes required by
accounting principles generally accepted in the United States for complete
financial statements. Significant accounting policies followed by the Company
were disclosed in the Notes to Consolidated Financial Statements included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2000 (the
"Form 10-K"). In the opinion of the Company's management, the accompanying
consolidated condensed financial statements contain all adjustments and accruals
necessary to present fairly the financial position of the Company at March 31,
2001, and the results of its operations and cash flows for the three months
ended March 31, 2000 and 2001. Operating results for the three months ended
March 31, 2001, are not necessarily indicative of the results that may be
expected for the year ending December 31, 2001. These financial statements
should be read in conjunction with the Form 10-K.
For all periods presented herein, there were no differences between net
income (loss) and comprehensive income (loss).
2. SEGMENT INFORMATION
The Company is organized around several different factors, the two most
significant of which are services and products, and geographic location. The
Company's primary services are terminaling services (resulting in revenues from
storage, throughput, dock usage, emergency response, and other terminal
services) and product sales (including bunker fuels and bulk oil sales).
The primary measures of profit and loss utilized by the Company's
management to make decisions about resources to be allocated to each segment are
earnings before interest expense, income taxes, depreciation, amortization, and
certain non-recurring income and expenses ("Adjusted Indenture EBITDA") and
earnings before interest expense, income taxes, and certain non-recurring income
and expenses ("Adjusted Indenture EBIT").
Page 4
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STATIA TERMINALS INTERNATIONAL N.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(UNAUDITED)
(DOLLARS IN THOUSANDS)
2. SEGMENT INFORMATION- (CONTINUED)
The following information is provided for the Company's terminaling
services and product sales segments:
Three Months Ended
March 31,
----------------------
2000 2001
------ ------
ADJUSTED INDENTURE EBITDA:
Terminaling services $3,679 $7,874
Product sales 1,788 1,937
------ ------
Total $5,467 $9,811
====== ======
DEPRECIATION AND AMORTIZATION
EXPENSE:
Terminaling services $3,445 $2,754
Product sales 259 182
------ ------
Total $3,704 $2,936
====== ======
ADJUSTED INDENTURE EBIT:
Terminaling services $ 234 $5,120
Product sales 1,529 1,755
------ ------
Total $1,763 $6,875
====== ======
A reconciliation of Adjusted Indenture EBIT to the Company's income
(loss) before provision for income taxes is as follows:
Three Months Ended
March 31,
-------------------------
2000 2001
------- -------
Adjusted Indenture EBIT $ 1,763 $ 6,875
Interest expense excluding debt cost
amortization expense (2,998) (3,023)
------- -------
Income (loss) before provision for income taxes $(1,235) $ 3,852
======= =======
3. REPLACEMENT OF SINGLE POINT MOORING SYSTEM HOSES
During the three months ended March 31, 2000, the Company replaced
certain large hoses attached to its single point mooring system (the "SPM"). In
connection with this hose change-out, the Company adopted the component
depreciation method for the SPM and its hoses as of January 1, 2000, which
resulted in a change in the estimated useful lives for depreciation purposes for
these hoses. As a result, in addition to recurring depreciation charges, the
Company incurred a non-cash charge to depreciation expense of $832 during the
first quarter of 2000, which is included in costs of terminaling services
revenues.
Page 5
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STATIA TERMINALS INTERNATIONAL N.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(UNAUDITED)
(DOLLARS IN THOUSANDS)
4. DIVIDEND OF M/V STATIA RESPONDER
In March 2000, the Company's ownership of the M/V STATIA RESPONDER, an
emergency response and maintenance vessel, was transferred to a subsidiary of
its parent as the result of a dividend to its parent in the amount of $4,707,
representing the net book value of the vessel. On April 1, 2000, the Company
entered into a three-month bareboat agreement, which was renewed monthly through
December 31, 2000, to charter the vessel from the subsidiary of its parent for
$150 per month. On December 20, 2000, the Company entered into a seventy-three
month bareboat agreement, effective January 1, 2001, to charter the vessel from
the same subsidiary of its parent for $154 per month through December 31, 2001,
and $145 per month thereafter.
5. CONDENSED COMBINING FINANCIAL INFORMATION
The 11 3/4% First Mortgage Notes (the "Notes) are guaranteed on a full,
unconditional, joint and several basis by each of the indirect and direct
subsidiaries of Statia, other than Statia Terminals Canada, Incorporated, which
is a co-obligor on the Notes. Statia directly or indirectly wholly owns each of
the subsidiary guarantors. The following condensed combining financial
information illustrates the composition of the subsidiary guarantors. The
enforceability of the guarantees may be affected differently under the laws of
the applicable jurisdictions in which the guarantors are incorporated.
Page 6
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STATIA TERMINALS INTERNATIONAL N.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)
(DOLLARS IN THOUSANDS)
CONDENSED COMBINING BALANCE SHEET
DECEMBER 31, 2000
Statia
Terminals
Statia Canada,
Terminals Incorporated
Inter- (Includes Reclassi-
national N.V. All All Other fications Consoli-
(Uncon- Canadian Guaranteeing and dated
solidated) Entities) Subsidiaries Eliminations Total
------------- ------------ ------------ ------------ --------
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents $ 12 $ 6,709 $ 5,036 $ -- $ 11,757
Accounts receivable, net -- 2,177 12,436 -- 14,613
Inventory, net -- 67 1,485 -- 1,552
Prepaid expenses 5 92 1,494 -- 1,591
--------- --------- --------- --------- ---------
Total current assets 17 9,045 20,451 -- 29,513
PROPERTY AND EQUIPMENT, net -- 28,139 169,802 -- 197,941
INVESTMENT IN SUBSIDIARIES 109,599 -- 6,050 (115,649) --
OTHER NONCURRENT ASSETS, net -- 555 2,263 -- 2,818
--------- --------- --------- --------- ---------
Total assets $ 109,616 $ 37,739 $ 198,566 $(115,649) $ 230,272
========= ========= ========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 88 $ 4,596 $ 18,129 $ (75) $ 22,738
Payable to (receivable from) affiliates 2,994 (967) (2,102) 75 --
--------- --------- --------- --------- ---------
Total current liabilities 3,082 3,629 16,027 -- 22,738
LONG-TERM DEBT -- 28,060 72,940 -- 101,000
--------- --------- --------- --------- ---------
Total liabilities 3,082 31,689 88,967 -- 123,738
--------- --------- --------- --------- ---------
TOTAL STOCKHOLDERS' EQUITY 106,534 6,050 109,599 (115,649) 106,534
--------- --------- --------- --------- ---------
Total liabilities and stockholders' equity $ 109,616 $ 37,739 $ 198,566 $(115,649) $ 230,272
========= ========= ========= ========= =========
Page 7
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STATIA TERMINALS INTERNATIONAL N.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)
(UNAUDITED)
(DOLLARS IN THOUSANDS)
CONDENSED COMBINING BALANCE SHEET
MARCH 31, 2001
Statia
Terminals
Statia Canada,
Terminals Incorporated
Inter- (Includes Reclassi-
national N.V. All All Other fications Consoli-
(Uncon- Canadian Guaranteeing and dated
solidated) Entities) Subsidiaries Eliminations Total
------------- ------------ ------------ ------------ --------
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents $ 5,364 $ 8,654 $ 2,360 $ -- $ 16,378
Accounts receivable, net -- 1,437 13,230 -- 14,667
Inventory, net -- 62 3,316 -- 3,378
Prepaid expenses 4 213 522 -- 739
--------- --------- --------- --------- ---------
Total current assets 5,368 10,366 19,428 -- 35,162
PROPERTY AND EQUIPMENT, net -- 28,370 168,815 -- 197,185
INVESTMENT IN SUBSIDIARIES 111,780 -- 6,812 (118,592) --
OTHER NONCURRENT ASSETS, net -- 508 2,154 -- 2,662
--------- --------- --------- --------- ---------
Total assets $ 117,148 $ 39,244 $ 197,209 $(118,592) $ 235,009
========= ========= ========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 98 $ 4,406 $ 21,098 $ (286) $ 25,316
Payable to (receivable from) affiliates 8,357 (34) (8,609) 286 --
--------- --------- --------- --------- ---------
Total current liabilities 8,455 4,372 12,489 -- 25,316
LONG-TERM DEBT -- 28,060 72,940 -- 101,000
--------- --------- --------- --------- ---------
Total liabilities 8,455 32,432 85,429 -- 126,316
--------- --------- --------- --------- ---------
TOTAL STOCKHOLDERS' EQUITY 108,693 6,812 111,780 (118,592) 108,693
--------- --------- --------- --------- ---------
Total liabilities and stockholders' equity $ 117,148 $ 39,244 $ 197,209 $(118,592) $ 235,009
========= ========= ========= ========= =========
Page 8
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STATIA TERMINALS INTERNATIONAL N.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)
(UNAUDITED)
(DOLLARS IN THOUSANDS)
CONDENSED COMBINING STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000
Statia
Terminals
Statia Canada,
Terminals Incorporated
Inter- (Includes Reclassi-
national N.V. All All Other fications Consoli-
(Uncon- Canadian Guaranteeing and dated
solidated) Entities) Subsidiaries Eliminations Total
------------- ------------ ------------ ------------ --------
REVENUES $ -- $ 3,443 $ 39,616 $ (754) $ 42,305
COSTS OF REVENUES -- 2,347 35,899 (14) 38,232
-------- -------- -------- -------- --------
Gross profit -- 1,096 3,717 (740) 4,073
ADMINISTRATIVE EXPENSES 53 740 2,108 (740) 2,161
-------- -------- -------- -------- --------
Operating income (loss) (53) 356 1,609 -- 1,912
INTEREST EXPENSE -- 876 2,292 -- 3,168
INTEREST INCOME -- 10 11 -- 21
-------- -------- -------- -------- --------
Income (loss) before provision
for income taxes (53) (510) (672) -- (1,235)
PROVISION FOR INCOME TAXES 7 45 212 -- 264
-------- -------- -------- -------- --------
Net income (loss) before earnings (loss)
from equity investments (60) (555) (884) -- (1,499)
EARNINGS (LOSS) FROM
EQUITY INVESTMENTS (1,439) -- (555) 1,994 --
-------- -------- -------- -------- --------
Net income (loss) $ (1,499) $ (555) $ (1,439) $ 1,994 $ (1,499)
======== ======== ======== ======== ========
Page 9
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STATIA TERMINALS INTERNATIONAL N.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)
(UNAUDITED)
(DOLLARS IN THOUSANDS)
CONDENSED COMBINING STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2001
Statia
Terminals
Statia Canada,
Terminals Incorporated
Inter- (Includes Reclassi-
national N.V. All All Other fications Consoli-
(Uncon- Canadian Guaranteeing and dated
solidated) Entities) Subsidiaries Eliminations Total
------------- ------------ ------------ ------------ --------
REVENUES $ -- $ 5,979 $45,210 $ (976) $50,213
COSTS OF REVENUES -- 3,235 37,715 (24) 40,926
------- ------- ------- ------- -------
Gross profit -- 2,744 7,495 (952) 9,287
ADMINISTRATIVE EXPENSES 54 940 2,371 (952) 2,413
------- ------- ------- ------- -------
Operating income (loss) (54) 1,804 5,124 -- 6,874
INTEREST EXPENSE -- 889 2,304 -- 3,193
INTEREST INCOME 39 103 29 -- 171
------- ------- ------- ------- -------
Income (loss) before provision
for income taxes (15) 1,018 2,849 -- 3,852
PROVISION FOR INCOME TAXES 7 256 192 -- 455
------- ------- ------- ------- -------
Net income (loss) before earnings (loss)
from equity investments (22) 762 2,657 -- 3,397
EARNINGS (LOSS) FROM
EQUITY INVESTMENTS 3,419 -- 762 (4,181) --
------- ------- ------- ------- -------
Net income (loss) $ 3,397 $ 762 $ 3,419 $(4,181) $ 3,397
======= ======= ======= ======= =======
Page 10
13
STATIA TERMINALS INTERNATIONAL N.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)
(UNAUDITED)
(DOLLARS IN THOUSANDS)
CONDENSED COMBINING STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2000
Statia
Terminals
Statia Canada,
Terminals Incorporated
Inter- (Includes Reclassi-
national N.V. All All Other fications Consoli-
(Uncon- Canadian Guaranteeing and dated
solidated) Entities) Subsidiaries Eliminations Total
------------- ------------ ------------ ------------ --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities $ 70 $ 864 $ 4,638 $ -- $ 5,572
------- ------- ------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment -- (194) (2,565) -- (2,759)
Dividends received 3,750 -- -- (3,750) --
------- ------- ------- ------- -------
Net cash provided by (used in)
investing activities 3,750 (194) (2,565) (3,750) (2,759)
------- ------- ------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends to Parent (3,750) -- (3,750) 3,750 (3,750)
------- ------- ------- ------- -------
Net cash provided by (used in)
financing activities (3,750) -- (3,750) 3,750 (3,750)
------- ------- ------- ------- -------
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 70 670 (1,677) -- (937)
CASH AND CASH EQUIVALENTS,
beginning balance 18 209 3,405 -- 3,632
------- ------- ------- ------- -------
CASH AND CASH EQUIVALENTS,
ending balance $ 88 $ 879 $ 1,728 $ -- $ 2,695
======= ======= ======= ======= =======
Page 11
14
STATIA TERMINALS INTERNATIONAL N.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)
(UNAUDITED)
(DOLLARS IN THOUSANDS)
CONDENSED COMBINING STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2001
Statia
Terminals
Statia Canada,
Terminals Incorporated
Inter- (Includes Reclassi-
national N.V. All All Other fications Consoli-
(Uncon- Canadian Guaranteeing and dated
solidated) Entities) Subsidiaries Eliminations Total
------------- ------------ ------------ ------------ --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in)
operating activities $ 5,352 $ 2,598 $ (82) $ -- $ 7,868
-------- -------- -------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment -- (653) (1,356) -- (2,009)
Dividends received 1,238 -- -- (1,238) --
-------- -------- -------- -------- --------
Net cash provided by (used in)
investing activities 1,238 (653) (1,356) (1,238) (2,009)
-------- -------- -------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends to Parent (1,238) -- (1,238) 1,238 (1,238)
-------- -------- -------- -------- --------
Net cash provided by (used in)
financing activities (1,238) -- (1,238) 1,238 (1,238)
-------- -------- -------- -------- --------
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 5,352 1,945 (2,676) -- 4,621
CASH AND CASH EQUIVALENTS,
beginning balance 12 6,709 5,036 -- 11,757
-------- -------- -------- -------- --------
CASH AND CASH EQUIVALENTS,
ending balance $ 5,364 $ 8,654 $ 2,360 $ -- $ 16,378
======== ======== ======== ======== ========
Page 12
15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
For purposes of the discussion below, reference is made to the
unaudited Consolidated Condensed Financial Statements and Notes thereto of
Statia Terminals International N.V. and Subsidiaries (the "Company") as of March
31, 2001, and for the three month periods ended March 31, 2000 and 2001,
included herein. Reference should also be made to the Company's Annual Report on
Form 10-K that includes the Company's Consolidated Financial Statements as of
and for the year ended December 31, 2000.
OVERVIEW OF OPERATIONS
A majority of our revenues are generated by product sales, which
fluctuate with global oil prices. As a result, we experience volatility in our
revenue stream, which is not necessarily indicative of our profitability.
Vessels call at our facilities to load and/or discharge cargo and/or to take on
bunker fuel. We earn higher port charges, which consist of dock charges,
emergency response fees, and other terminal charges, when a vessel calls to load
and/or discharge cargo than we earn when a vessel calls only to take on bunker
fuel.
Gross profit from terminaling services is generally higher than gross
profit from product sales. Our operating costs for terminaling services are
relatively fixed and generally do not change significantly with changes in
storage capacity leased. In addition, our operating costs are impacted by
inflationary cost increases, changes in storage capacity, and changes in
ancillary services offered by us. Additions or reductions in storage,
throughput, port charges, and ancillary service revenues directly impact our
gross profit. Costs for the procurement of petroleum products for sale are
variable and linked to global oil prices. Our product costs are also impacted by
market supply conditions, types of products sold, and volumes delivered.
The following table sets forth, for the periods indicated, total
capacity, capacity leased, throughput, and vessel calls for each of our
operating locations. "Total capacity" represents the average storage capacity
available for lease for a period. "Capacity leased" represents the storage
capacity leased to third parties weighted for the number of days leased in the
month divided by the capacity available for lease. "Throughput" volume is the
total number of inbound barrels discharged from a vessel, rail car, or tanker
truck, and generally does not include across-the-dock or tank-to-tank transfers.
A "vessel call" occurs when a vessel docks or anchors at one of our terminal
locations in order to load and/or discharge cargo and/or to take on bunker fuel.
Such dockage or anchorage is counted as one vessel call regardless of the number
of activities carried on by the vessel. A vessel call also occurs when we sell
and deliver bunker fuel to a vessel not calling at our terminals for the above
purposes. Each of these statistics is a measure of the utilization of our
facilities and equipment.
CAPACITY, CAPACITY LEASED, THROUGHPUT AND VESSEL CALLS BY LOCATION
(TOTAL CAPACITY AND THROUGHPUT IN THOUSANDS OF BARRELS)
Three Months Ended
March 31,
-------------------------
2000 2001
------ ------
Netherlands Antilles and the Caribbean
Total capacity 11,334 11,334
Capacity leased 76% 96%
Throughput 12,280 22,927
Total vessel calls 216 228
Canada
Total capacity 7,501 7,501
Capacity leased 59% 81%
Throughput 8,937 19,683
Total vessel calls 21 42
All locations
Total capacity 18,835 18,835
Capacity leased 69% 90%
Throughput 21,217 42,610
Total vessel calls 237 270
Page 13
16
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, the
percentage of revenues represented by some items in our consolidated condensed
statements of operations.
RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
Three Months Ended March 31,
----------------------------------------------------------
2000 2001
-------------------------- ------------------------
% of % of
Dollars Revenues Dollars Revenues
-------- -------- -------- --------
Revenues:
Terminaling services $ 12,430 29.4% $ 18,136 36.1%
Product sales 29,875 70.6 32,077 63.9
-------- ------- -------- -------
Total revenues 42,305 100.0 50,213 100.0
-------- ------- -------- -------
Costs of revenues:
Terminaling services 10,115 23.9 11,118 22.1
Product sales 28,117 66.5 29,808 59.4
-------- ------- -------- -------
Total costs of revenues 38,232 90.4 40,926 81.5
-------- ------- -------- -------
Gross profit:
Terminaling services 2,315 5.5 7,018 14.0
Product sales 1,758 4.1 2,269 4.5
-------- ------- -------- -------
Total gross profit 4,073 9.6 9,287 18.5
Administrative expenses 2,161 5.1 2,413 4.8
-------- ------- -------- -------
Operating income 1,912 4.5 6,874 13.7
Interest expense 3,168 7.5 3,193 6.3
Interest income 21 0.1 171 0.3
-------- ------- -------- -------
Income (loss) before provision for income taxes (1,235) (2.9) 3,852 7.7
Provision for income taxes 264 0.6 455 0.9
-------- ------- -------- -------
Net income (loss) $ (1,499) (3.5)% $ 3,397 6.8%
======== ======= ======== =======
The following tables set forth, for the periods indicated, (a) the
total revenues and total operating income, after allocation of administrative
expenses and elimination of certain intercompany transactions, at each of our
operating locations and (b) the percentage of such revenues and operating income
relative to our total revenues and operating income.
REVENUES BY LOCATION
(DOLLARS IN THOUSANDS)
Three Months Ended March 31,
-------------------------------------------
2000 2001
--------------------- --------------------
% of % of
Dollars Total Dollars Total
-------- -------- ---------- ------
Netherlands Antilles and the Caribbean $ 38,876 91.9% $ 44,257 88.1%
Canada 3,429 8.1 5,956 11.9
-------- ------ ---------- ------
Total $ 42,305 100.0% $ 50,213 100.0%
======== ====== ========== ======
Page 14
17
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)
OPERATING INCOME BY LOCATION
(DOLLARS IN THOUSANDS)
Three Months Ended March 31,
--------------------------------------------
2000 2001
---------------------- -------------------
% of % of
Dollars Total Dollars Total
---------- -------- --------- -----
Netherlands Antilles and the Caribbean $ 1,691 88.4% $ 5,095 74.1%
Canada 221 11.6 1,779 25.9
---------- ----- --------- -----
$ 1,912 100.0% $ 6,874 100.0%
========== ===== ========= =====
THREE MONTHS ENDED MARCH 31, 2001, VERSUS THE SAME PERIOD OF 2000
REVENUES
Total revenues for the three months ended March 31, 2001, were $50.2
million, compared to $42.3 million for the same period of 2000, representing an
increase of $7.9 million or 18.7%. As discussed further below, the increase in
total revenues is primarily due to increased revenues from terminaling services.
Revenues from terminaling services (consisting of revenues from
storage, throughput, dock usage, emergency response, and other terminal
services) for the three months ended March 31, 2001, were $18.1 million,
compared to $12.4 million for the same period of 2000, representing an increase
of $5.7 million, or 45.9%. The increase in terminaling services revenues for the
three months ended March 31, 2001, compared to the same period in 2000, was
primarily the result of improved leasing of our available capacity and at higher
average lease rates, additional barrels of throughput, and higher vessel calls.
For the three months ended March 31, 2001, approximately 60.0% of our
total storage capacity was leased pursuant to long-term contracts at our St.
Eustatius and Point Tupper locations together. Approximately 56.0% of our
storage and throughput revenues, excluding related ancillary services, were
derived from long-term contracts during the same period.
Revenues from terminaling services at St. Eustatius increased
approximately $3.2 million or 35.2% during the three months ended March 31, 2001
as compared to the same period of 2000. The increase in revenues from
terminaling services was due primarily to increased cargo vessel calls and a
higher percentage of storage capacity leased. Twenty-six additional cargo
vessels called at the St. Eustatius facility during the three months ended March
31, 2001, than during the same period of 2000, resulting in higher revenues from
port charges. For the three months ended March 31, 2001, the overall percentage
of capacity leased at St. Eustatius was 96% as compared to 76% for the same
period of 2000, reflecting an increase in the percentage of capacity leased for
fuel oil storage. The increase in the percentage of capacity leased for fuel oil
storage was primarily the result of new short-term product storage contracts.
During the second quarter of 2001, certain short-term product storage contracts
at St. Eustatius have not been renewed.
Revenues from terminaling services at Point Tupper increased
approximately $2.5 million or 73.7% during the three months ended March 31,
2001, as compared to the same period of 2000. The increase in revenues from
terminaling services was due primarily to a higher percentage of tank capacity
leased resulting from new short-term storage contracts and from increased
throughput of crude oil. The percentage of tank capacity leased at Point Tupper
was 81% for the three months ended March 31, 2001 as compared to 59% for the
same period of 2000. Twenty-one additional cargo vessels called during the three
months ended March 31, 2001, as compared to the same period of 2000, which led
to higher revenues from port charges at this facility. During the second quarter
of 2001, certain short-term storage contracts at Point Tupper have not been
renewed.
Page 15
18
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)
Revenues from product sales were $32.1 million for the three months
ended March 31, 2001, compared to $29.9 million for the same period of 2000, an
increase of $2.2 million or 7.4%. The increase was due to increases in volumes
delivered partially offset by lower average selling prices. Average selling
prices decreased 1.9% when comparing the three months ended March 31, 2001, with
the same period of 2000. Metric tons of bunkers and bulk product delivered
increased 12.7% during the three months ended March 31, 2001, as compared to the
same period of 2000. We have recently experienced an increase in competition for
bulk product sales in the Caribbean, which has caused a decrease in revenues and
gross profits from these sales.
GROSS PROFIT
Gross profit for the three months ended March 31, 2001, was $9.3
million compared to $4.1 million for the same period of 2000, representing an
increase of $5.2 million or 128.0%. The increase in gross profit for the three
months ended March 31, 2001, was primarily the result of the increased revenues
from terminaling services discussed above. The costs of our terminaling services
revenue at our St. Eustatius facility includes $0.3 million (net of depreciation
savings) for the three months ended March 31, 2001, representing incremental
operating costs resulting from the lease of the M/V STATIA RESPONDER discussed
further in note 4 of the notes to consolidated condensed financial statements.
Additionally, during the three months ended March 31, 2000, we replaced certain
hoses attached to our single point mooring system. As a result, we incurred a
non-cash charge to depreciation expense of $0.8 million during the first quarter
of 2000 which is included in costs of terminaling services revenues.
ADMINISTRATIVE EXPENSES
Administrative expenses were $2.4 million for the three months ended
March 31, 2001, as compared to $2.2 million for the same period of 2000,
representing an increase of $0.2 million or 11.7%. The increase during the three
months ended March 31, 2001, as compared to the same period of 2000, was
primarily the result of higher personnel costs and depreciation.
INTEREST EXPENSE
During the three months ended March 31, 2001 and 2000, we incurred $3.2
million of debt service costs. Debt service costs include interest accrued on
our long-term debt, interest expense and commitment fees on our revolving credit
facility, amortization expense related to deferred financing costs, and bank
charges.
PROVISION FOR INCOME TAXES
The provision for income taxes was $0.5 million for the three months
ended March 31, 2001, as compared to $0.3 million for the same period of 2000.
The provision for income taxes was increased, as compared to the previous
period, in contemplation of potential additional income tax assessments from
jurisdictions in which we operate offset by the effect of certain tax benefits.
NET INCOME (LOSS)
The Company produced net income of $3.4 million for the three months
ended March 31, 2001, as compared to net loss of $1.5 million for the same
period of 2000, representing an improvement of $4.9 million. This improvement
was primarily attributable to the increased gross profit discussed above.
Page 16
19
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOW FROM OPERATING ACTIVITIES
Net cash provided by operating activities was $7.9 million and $5.6
million for the three months ended March 31, 2001 and 2000, respectively. Cash
flow from operations has been our primary source of liquidity during these
periods. Differences between net losses and positive operating cash flow have
resulted primarily from depreciation and amortization burdens, non-cash charges,
and changes in various working capital accounts.
We periodically purchase refined petroleum products for resale as
product sales, and our inventory balances change based on these activities. At
March 31, 2001, we had an inventory balance of $3.4 million compared to $1.6
million at December 31, 2000.
CASH FLOW FROM INVESTING ACTIVITIES
Net cash used in investing activities, consisting of purchases of
property and equipment, was $2.0 million and $2.8 million for the three months
ended March 31, 2001 and 2000, respectively. See the table below entitled
"Summary of Capital Expenditures by Type."
CASH FLOW FROM FINANCING ACTIVITIES
During the three months ended March 31, 2001 and 2000, we paid
dividends of $1.2 million and $3.8 million to the parent, respectively.
In March 2000, the ownership of the M/V STATIA RESPONDER, an emergency
response and maintenance vessel, was transferred to a subsidiary of the parent
as the result of a dividend by us in the amount of $4.7 million, representing
the net book value of the vessel.
As of May 11, 2001, no event of default existed and was continuing. The
consolidated fixed charge coverage ratio as defined in the indenture was at
least 2.0 to 1 at March 31, 2001. Additionally, at March 31, 2001, the sum of
our dividends, restricted payments, aggregate consolidated net income (deficit)
and capital stock proceeds was approximately $16.9 million. Therefore, we are
not currently negatively impacted by the indenture covenants.
We have a $17.5 million revolving credit facility secured by our
accounts receivable and oil inventory. The revolving credit facility is
available for working capital needs and letter of credit financing, and it
permits us to borrow in accordance with our available borrowing base, which was
estimated at $13.4 million at March 31, 2001. The revolving credit facility
bears interest at the prime rate plus 0.50% per annum (8.0% at May 11, 2001) and
will expire on November 27, 2001. During the first and second quarters of 2000,
we borrowed against the revolving credit facility, and all of such borrowings
were repaid by May 2000. There was no outstanding balance at March 31, 2001.
We believe that cash flow generated by operations and amounts available
under the revolving credit facility will be sufficient, until the maturity of
our $101.0 million outstanding 11 3/4% mortgage notes due November 15, 2003, to
fund working capital needs, capital expenditures, and other operating
requirements, including any expenditures required by applicable environmental
laws and regulations, and to service debt. It is unlikely that we will be able
to repay the mortgage notes at maturity through projected operating cash flow,
and it will be necessary to refinance all or a portion of the mortgage notes, or
redeem the mortgage notes from additional equity funds, on or before their
maturity on November 15, 2003. We continuously monitor financial market
conditions and our financial position to determine when and whether we will
refinance or redeem all or a portion of the mortgage notes prior to their
maturity.
Page 17
20
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)
Although we intend to refinance and believe that we will be able to
refinance the mortgage notes prior to November 15, 2003, our operating
performance and ability to service or refinance the mortgage notes and to extend
or refinance the revolving credit facility will be subject to future economic
conditions and to commercial, financial, and other factors, many of which are
beyond our control. There can be no assurances that we will be able to repay at
maturity or refinance our indebtedness in whole or in part, or at all, on terms
acceptable to us. If we are unable to repay or refinance the mortgage notes at
or prior to maturity, we will be forced to adopt alternative strategies that may
include seeking additional equity capital.
CAPITAL EXPENDITURES
Our projected capital spending for 2001 will range between $10.0
million and $12.0 million for operations sustaining capital expenditures.
Additional spending is contingent upon the addition of incremental terminaling
business.
The following table sets forth capital expenditures and separates such
expenditures into those which produce, or have the potential to produce,
incremental revenues and those which sustain our operations.
SUMMARY OF CAPITAL EXPENDITURES BY TYPE
(DOLLARS IN THOUSANDS)
Three Months Ended March 31,
-----------------------------------------
2000 2001
-------------------- -----------------
% of % of
Dollars Total Dollars Total
------- -------- ------- -----
Produce incremental revenues $ 84 3.0% $ 280 13.9%
Operations sustaining capital expenditures 2,675 97.0 1,729 86.1
------- ------ ------- -----
Total $ 2,759 100.0% $ 2,009 100.0%
======= ====== ======= =====
We continue to investigate a salt deposit located on a parcel of land
very near our Point Tupper facility. At this point in time, we have not
established sufficient information to determine whether or not this project will
ever produce income. However, it is anticipated that should the project prove
successful, it would not produce revenues until at least three years from now.
This project, like any project in which we may become involved, will require
adequate prospective returns in order to be developed. Through April 30, 2001,
we have capitalized $0.9 million related to this project of which approximately
$0.3 million was capitalized during the first quarter of 2001. Should this or
any project be abandoned, we may incur an immediate charge to write-off any
amounts capitalized.
We have been reviewing certain commercially available software to
determine if such software will perform and extend the functions of our terminal
operations software, which has, to date, been developed internally. We have
concluded that the commercially available software will not perform the
functions of our internally developed terminal operations software without
substantial modification. Therefore, we have determined that we will continue
the internal development and enhancement of our current terminal operations
software. As of March 31, 2001, capitalized costs related to this internally
developed software were approximately $0.9 million.
Page 18
21
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (Continued)
TAX MATTERS
Our Free Zone and Profit Tax Agreement with the island government of
St. Eustatius expired on December 31, 2000. The agreement required, among other
things, payment of a minimum annual tax of 0.5 million Netherlands Antilles
Guilders or approximately $0.3 million. We have been adhering to the terms of
this agreement since its expiration. Discussions regarding modification and
extension of this agreement are in progress, and we believe that, although some
terms and conditions could be modified and that the amounts payable may increase
or decrease, extension of this agreement is likely. However, if the beneficial
tax status of our facilities is terminated, or if significant adverse
modifications are made to the tax agreement, our business, financial condition,
results of operations, and cash flows may be adversely affected.
ACCOUNTING STANDARDS
Effective January 1, 2001, we adopted Statement of Financial Accounting
Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging
Activities," as amended by SFAS Nos. 137 and 138, which establishes standards of
accounting for derivative instruments including specific hedge accounting
criteria. The adoption of SFAS No. 133 did not have a material impact on us.
The Accounting Standards Executive Committee (AcSEC) of the American
Institute of Certified Public Accountants is currently formulating a new
accounting standard, which is expected to modify the accounting rules for major
repairs and maintenance expenditures, among other things. AcSEC has not yet
released a draft of this proposed standard for public comment, but is expected
to do so shortly. Therefore, we cannot determine at the present time whether or
not the ultimate implementation of the final standard by us will have a material
effect on our business, financial condition, results of operations, or cash
flows.
INSURANCE
Our current insurance program commenced March 31, 2001, and generally
extends 12 months. Our property insurance covers damage to the real and personal
property located at our two terminals and administrative offices. The property
loss limit is $150 million with a $0.25 million deductible, except for a $125
million property loss limit for certain losses (wind, flood, earthquake, etc.).
At St. Eustatius, certain property losses have a deductible of $0.25 million, or
2.5% of the loss less $0.75 million, whichever is greater. We carry various
layers of liability coverage of up to $200 million with a deductible of $0.25
million (including coverage for liabilities associated with certain accidental
spills). We carry $30 million of property coverage on the offshore single point
mooring system at St. Eustatius with a deductible of $0.25 million. We have
coverage up to scheduled values for damage to our marine vessels with a $50,000
deductible. We also carry other insurance customary in the industry.
Page 19
22
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We periodically purchase refined petroleum products from our customers
and others for resale as bunker fuel, for small volume sales to commercial
interests, and to maintain an inventory of blend stocks for our customers.
Petroleum product inventories are held for short periods, generally not
exceeding 90 days. We do not presently have any derivative positions to hedge
our inventory of petroleum products. Therefore, during the period we hold
inventory of petroleum products, we are subject to market risk from changes in
the global oil markets which may cause the value of this inventory to increase
or decrease from the amounts we paid. Such changes are reflected in the gross
margins of the product sales segment.
The following table indicates the aggregate carrying amount of our
petroleum products on hand at March 31, 2001, computed at average costs, net of
any lower of cost or market valuation provisions, and the estimated fair value
of such products.
On Balance Sheet Commodity Position
(Dollars in Thousands)
As of March 31, 2001
---------------------------------
Carrying Amount Fair Value
--------------- ----------
Petroleum Inventory:
Statia Terminals N.V. $ 3,316 $ 3,391
Statia Terminals Canada 62 161
--------- --------
Total $ 3,378 $ 3,552
========= ========
Except for minor local operating expenses in Canadian dollars and
Netherlands Antilles guilders, and certain Canadian dollar-denominated revenues,
all of our transactions are in U.S. dollars. Therefore, we believe we are not
significantly exposed to exchange rate fluctuations. Except for the revolving
credit facility varies with changes in the lender's prime lending rate, most of
our present debt obligations carry a fixed rate of interest. Therefore, we
believe our exposure to interest rate fluctuations is minimal.
Page 20
23
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Reference is made to Item 3. Legal Proceedings included in the Company's
2000 Annual Report on Form 10-K. There have been no material developments in the
Company's legal proceedings since the Form 10-K was filed.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
The Company's web site is located at http://www.statiaterm.com.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
None.
Page 21
24
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
STATIA TERMINALS INTERNATIONAL N.V.
(Registrant)
Date: May 14, 2001
By: /s/ James G. Cameron
-----------------------------------
James G. Cameron
Director
(As Authorized Officer)
By: /s/ James F. Brenner
-----------------------------------
James F. Brenner
Vice President and Treasurer
(As Authorized Officer and
Principal Financial Officer)
STATIA TERMINALS CANADA, INCORPORATED
(Registrant)
By: /s/ James F. Brenner
-----------------------------------
James F. Brenner
Vice President-Finance
(As Authorized Officer and
Principal Financial Officer)
Page S-1