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Previous: CUMBERLAND MOUNTAIN BANCSHARES INC, 10QSB, 1998-05-15 |
Next: EURONET SERVICES INC, 10-Q, 1998-05-15 |
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, 1998
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 NUMBERS 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.)
TUMBLEDOWN DICK BAY
ST. EUSTATIUS, NETHERLANDS ANTILLES
(011) 5993-82300
(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.)
3817 PORT MALCOLM ROAD
PORT HAWKESBURY, NOVA SCOTIA B0E 2V0
(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.
<PAGE>
STATIA TERMINALS INTERNATIONAL N.V.
AND
STATIA TERMINALS CANADA, INCORPORATED
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
PAGE NO.
--------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Balance Sheets 1
Consolidated Condensed Statements of Income (Loss)
and Accumulated Deficit 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 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk 15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 16
Item 2. Changes in Securities 16
Item 3. Defaults Upon Senior Securities 16
Item 4. Submission of Matters to a Vote of Security Holders 16
Item 5. Other Information 16
Item 6. Exhibits and Reports on Form 8-K 16
THIS QUARTERLY REPORT ON FORM 10-Q (THIS "REPORT") CONTAINS
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF 27A OF THE SECURITIES ACT OF
1933. 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 "BELIEVES," "ANTICIPATES,"
"EXPECTS" 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 LIQUID
TERMINALING INDUSTRY, CHANGES IN GOVERNMENT REGULATIONS AFFECTING THE PETROLEUM
INDUSTRY, THE FINANCIAL CONDITION OF THE COMPANY'S CUSTOMERS, ADVERSE WEATHER
CONDITIONS, THE CONDITION OF THE UNITED STATES ECONOMY AND OTHER MATTERS SET
FORTH IN THIS REPORT. THE COMPANY DOES 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.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
STATIA TERMINALS INTERNATIONAL N.V. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
December 31, March 31,
1997 1998
---------------- -----------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 6,083 $ 10,261
Accounts receivable-
Trade, net 10,092 6,974
Other 2,347 2,843
Inventory, net 1,247 1,862
Prepaid expenses 269 2,057
Assets held for sale 20,000 20,000
---------------- -----------------
Total current assets 40,038 43,997
PROPERTY AND EQUIPMENT, net 198,529 198,308
OTHER NONCURRENT ASSETS, net 5,661 5,432
---------------- -----------------
Total assets $ 244,228 $ 247,737
================ =================
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts payable $ 7,788 $ 7,865
Accrued interest payable 2,027 5,992
Other accrued expenses 7,587 7,948
---------------- -----------------
Total current liabilities 17,402 21,805
LONG-TERM DEBT 135,000 135,000
---------------- -----------------
Total liabilities 152,402 156,805
---------------- -----------------
STOCKHOLDER'S EQUITY SUBJECT TO REDUCTION 20,000 20,000
STOCKHOLDER'S EQUITY:
Common stock 6 6
Additional paid-in capital 78,494 78,494
Accumulated deficit (6,674) (7,568)
---------------- -----------------
Total stockholder's equity 71,826 70,932
---------------- -----------------
Total liabilities and stockholder's equity $ 244,228 $ 247,737
================ =================
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
Page 1
<PAGE>
STATIA TERMINALS INTERNATIONAL N.V. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (LOSS) AND ACCUMULATED DEFICIT
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
For the Quarter Ended
March 31,
----------------------------------
1997 1998
--------------- --------------
<S> <C> <C>
REVENUES $ 32,709 $ 30,364
COSTS OF SERVICES AND PRODUCTS SOLD 28,724 25,348
--------------- --------------
Gross profit 3,985 5,016
ADMINISTRATIVE EXPENSES 1,479 1,816
--------------- --------------
Income from operations 2,506 3,200
INTEREST EXPENSE 3,977 3,999
INTEREST INCOME 124 110
--------------- --------------
Loss before provision for income taxes (1,347) (689)
PROVISION FOR INCOME TAXES 203 205
--------------- --------------
Net loss (1,550) (894)
ACCUMULATED DEFICIT, beginning of period (95) (6,674)
COMMON STOCK DIVIDENDS (1,350) -
--------------- --------------
ACCUMULATED DEFICIT, end of period $ (2,995) $ (7,568)
=============== ==============
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
Page 2
<PAGE>
STATIA TERMINALS INTERNATIONAL N.V. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
For the Quarter Ended
March 31,
---------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES: 1997 1998
-------------- --------------
<S> <C> <C>
Net loss $ (1,550) $ (894)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 2,690 2,907
Loss on disposition of property 3 -
Decrease in accounts receivable-trade, net 4,739 3,118
(Increase) decrease in other receivables 1,600 (496)
(Increase) decrease in inventory 2,010 (615)
(Increase) decrease in prepaid expenses 97 (1,788)
Increase (decrease) in accounts payable (3,562) 68
Increase (decrease) in accrued expenses (2,678) 4,326
Decrease in other non-current assets - 1
-------------- --------------
Net cash provided by operating activities 3,349 6,627
-------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (937) (2,449)
-------------- --------------
Net cash used in investing activities (937) (2,449)
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid (1,350) -
-------------- --------------
Net cash used in financing activities (1,350) -
-------------- --------------
INCREASE IN CASH AND CASH EQUIVALENTS 1,062 4,178
CASH AND CASH EQUIVALENTS, beginning of period 9,264 6,083
-------------- --------------
CASH AND CASH EQUIVALENTS, end of period $ 10,326 $ 10,261
============== ==============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes $ 146 $ 104
Cash paid for interest $ - $ -
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
Page 3
<PAGE>
STATIA TERMINALS INTERNATIONAL N.V. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 1998
(DOLLARS IN THOUSANDS)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The unaudited consolidated condensed financial statements of Statia
Terminals International N.V. ("Statia") and its subsidiaries (together with
Statia, the "Company") have been prepared in accordance with generally accepted
accounting principles 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 generally accepted
accounting principles for complete financial statements. Significant accounting
policies followed by the Company were disclosed in the Notes to the Consolidated
Financial Statements included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1997. In the opinion of the Company's management,
the accompanying consolidated condensed financial statements contain
adjustments, consisting of normal recurring accruals, necessary to present
fairly the financial position of the Company at March 31, 1998 and the results
of operations and cash flows for the three months ended March 31, 1998 and 1997.
Operating results for the three months ended March 31, 1998 are not necessarily
indicative of the results that may be expected for the year ended December 31,
1998.
During the three months ended March 31, 1998, the Company adopted
Statement of Financial Accounting Standards ("SFAS") No. 130 -- "Reporting
Comprehensive Income." SFAS No. 130 establishes standards for the reporting and
display of comprehensive income and its components. For the three months ended
March 31, 1997 and 1998, there were no differences between net income and
comprehensive income.
2. RECLASSIFICATIONS
Certain amounts in the prior year consolidated condensed financial
statements have been reclassified to conform to the current year presentation.
3. FINANCIAL STATEMENTS BY JURISDICTION
In connection with certain transactions, the Company issued
11-3/4% First Mortgage Notes (the "Notes") in 1996. The Notes are guaranteed on
a full, unconditional, joint and several basis by each of the indirect and
direct active subsidiaries of Statia, other than Statia Terminals Canada,
Incorporated ("Statia Canada") which is a co-obligor on the Notes. Each of the
subsidiary guarantors are, directly or indirectly, wholly-owned by Statia. The
Company has several inactive non-guaranteeing subsidiaries which are
inconsequential, individually and in the aggregate, and which have no assets,
liabilities or operations, and are in process of being dissolved by the Company.
The following condensed combining financial data illustrates the composition of
the Company's subsidiary guarantors combined by jurisdiction. The enforceability
of the guarantees may be affected differently under the laws of the applicable
jurisdictions. Separate financial statements of the subsidiaries are not
presented because management of the Company has determined that they are not
material to investors.
Page 4
<PAGE>
STATIA TERMINALS INTERNATIONAL N.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
CONDENSED COMBINING BALANCE SHEET
DECEMBER 31, 1997
<TABLE>
<CAPTION>
GUARANTEEING SUBSIDIARIES
--------------------------------------------------------------
STATIA TERMINALS NETHERLANDS
CANADA, INC. STATIA ANTILLES
STATIA TERMINALS (INCLUDES ALL TERMINALS OTHER THAN
NTERNATIONAL N.V. CANADIAN N.V. STATIA UNITED
ASSETS (UNCONSOLIDATED) ENTITIES) CONSOLIDATED TERMINALS N.V. STATES
------ ----------------- -------------- -------------- ---------------- ---------
<S> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 1 $ 1,241 $ 4,593 $ 21 $ 227
Accounts receivable, net - 1,961 10,148 1 329
Inventory - 533 714 - -
Prepaid expenses - 57 78 1 133
Assets held for sale - - 10,000 - 10,000
------- -------- --------- --------- --------
Total current assets 1 3,792 25,533 23 10,689
PROPERTY AND EQUIPMENT, net - 28,651 168,788 1,215 (125)
INVESTMENT IN SUBSIDIARIES 67,296 - - 181,609 205
OTHER NONCURRENT ASSETS - 1,174 4,321 1 165
------- -------- --------- --------- --------
Total assets $67,297 $ 33,617 $ 198,642 $ 182,848 $ 10,934
======= ======== ========= ========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 172 $ 3,121 $ 11,731 $ 70 $ 2,250
Payable to (receivable from) affiliates (24,701) 288 17,133 (664) (1,998)
------- -------- --------- --------- --------
Total current liabilities (24,529) 3,409 28,864 (594) 252
LONG-TERM DEBT - 28,060 106,940 - -
------- -------- --------- --------- --------
Total liabilities (24,529) 31,469 135,804 (594) 252
------- -------- --------- --------- --------
EQUITY SUBJECT TO REDUCTION 20,000 - 10,000 - 10,000
STOCKHOLDERS' EQUITY:
Common stock 6 - 19,395 12 1
Additional paid-in capital 78,494 2,266 46,847 184,880 3,000
Retained earnings (deficit) (6,674) (118) (13,404) (1,450) (2,319)
------- -------- --------- --------- --------
Total stockholders' equity 71,826 2,148 52,838 183,442 682
------- -------- --------- --------- --------
Total liabilities and stockholders' equity $67,297 $ 33,617 $ 198,642 $ 182,848 $ 10,934
======= ======== ========= ========= ========
</TABLE>
<TABLE>
<CAPTION>
RECLASSIFICATIONS
AND CONSOLIDATED
ASSETS ELIMINATIONS TOTAL
------ ------------------ --------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ - $ 6,083
Accounts receivable, net - 12,439
Inventory - 1,247
Prepaid expenses - 269
Assets held for sale - 20,000
--------- ---------
Total current assets - 40,038
PROPERTY AND EQUIPMENT, net - 198,529
INVESTMENT IN SUBSIDIARIES (249,110) -
OTHER NONCURRENT ASSETS - 5,661
--------- ---------
Total assets $(249,110) $ 244,228
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ - $ 17,344
Payable to (receivable from) affiliates 10,000 58
--------- ---------
Total current liabilities 10,000 17,402
LONG-TERM DEBT - 135,000
--------- ---------
Total liabilities 10,000 152,402
--------- ---------
EQUITY SUBJECT TO REDUCTION (20,000) 20,000
STOCKHOLDERS' EQUITY:
Common stock (19,408) 6
Additional paid-in capital (236,993) 78,494
Retained earnings (deficit) 17,291 (6,674)
--------- ---------
Total stockholders' equity (239,110) 71,826
--------- ---------
Total liabilities and stockholders' equity $(249,110) $ 244,228
========= =========
</TABLE>
Page 5
<PAGE>
STATIA TERMINALS INTERNATIONAL N.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
CONDENSED COMBINING INCOME STATEMENT
FOR THE QUARTER ENDED MARCH 31, 1997
<TABLE>
<CAPTION>
GUARANTEEING SUBSIDIARIES
------------------------------------------------------------
STATIA TERMINALS NETHERLANDS
CANADA, INC. STATIA ANTILLES
STATIA TERMINALS (INCLUDES ALL TERMINALS OTHER THAN
INTERNATIONAL N.V. CANADIAN N.V. STATIA UNITED
(UNCONSOLIDATED) ENTITIES) CONSOLIDATED TERMINALS N.V. STATES
------------------- ----------------- ------------ -------------- ----------
<S> <C> <C> <C> <C> <C>
REVENUES $ - $ 2,721 $ 29,300 $ 103 $ 2,105
COST OF SERVICES AND PRODUCTS SOLD - 2,515 25,317 100 979
--------- --------- --------- ------- --------
Gross profit - 206 3,983 3 1,126
ADMINISTRATIVE EXPENSES 16 462 813 - 1,521
--------- --------- --------- ------- --------
Income (loss) from operations (16) (256) 3,170 3 (395)
INTEREST EXPENSE - 842 3,131 - 4
INTEREST INCOME 54 8 57 - 5
--------- --------- --------- ------- --------
Income (loss) before provision
for income taxes 38 (1,090) 96 3 (394)
PROVISION FOR INCOME TAXES - 23 70 9 101
--------- --------- --------- ------- --------
Net income (loss) 38 (1,113) 26 (6) (495)
EARNINGS (LOSS) FROM
EQUITY INVESTMENTS (1,588) - - (1,087) (10)
--------- --------- --------- ------- --------
Net income (loss) available to
common stockholders $ (1,550) $ (1,113) $ 26 $(1,093) $ (505)
========= ========== ========= ======== ========
</TABLE>
RECLASSIFICATIONS
AND CONSOLIDATED
ELIMINATIONS TOTAL
------------------- ------------
REVENUES $ (1,520) $ 32,709
COST OF SERVICES AND PRODUCTS SOLD (187) 28,724
-------- ----------
Gross profit (1,333) 3,985
ADMINISTRATIVE EXPENSES (1,333) 1,479
-------- ----------
Income (loss) from operations - 2,506
INTEREST EXPENSE - 3,977
INTEREST INCOME - 124
-------- ----------
Income (loss) before provision
for income taxes - (1,347)
PROVISION FOR INCOME TAXES - 203
-------- ----------
Net income (loss) - (1,550)
EARNINGS (LOSS) FROM
EQUITY INVESTMENTS 2,685 -
-------- ------
Net income (loss) available to
common stockholders $ 2,685 $ (1,550)
======== ==========
Page 6
<PAGE>
STATIA TERMINALS INTERNATIONAL N.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
CONDENSED COMBINING STATEMENT OF CASH FLOWS
FOR THE QUARTER ENDED MARCH 31, 1997
<TABLE>
<CAPTION>
GUARANTEEING SUBSIDIARIES
--------------------------------------------------------------
STATIA TERMINALS NETHERLANDS
CANADA, INC. STATIA ANTILLES
STATIA TERMINALS (INCLUDES ALL TERMINALS OTHER THAN
INTERNATIONAL N.V. CANADIAN N.V. STATIA UNITED
(UNCONSOLIDATED) ENTITIES) CONSOLIDATED TERMINALS N.V. STATES
---------------- ----------------- -------------- --------------- ----------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in)
operating activities $ (5,444) $ (355) $ 8,706 $ (16) $ 458
--------- -------- -------- -------- ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment - (114) (727) - (96)
--------- ------- --------- -------- ------
Net cash used in investing activities - (114) (727) - (96)
--------- ------- --------- -------- ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid (1,350) - - - -
--------- ------- -------- -------- ------
Net cash used in financing activities (1,350) - - - -
--------- ------- -------- -------- ------
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (6,794) (469) 7,979 (16) 362
CASH AND CASH EQUIVALENTS,
beginning of period 7,065 854 1,304 41 -
--------- ------- -------- -------- ------
CASH AND CASH EQUIVALENTS,
end of period $ 271 $ 385 $ 9,283 $ 25 $ 362
========= ======= ======== ======== ======
</TABLE>
Consolidated
Total
-------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in)
operating activities $ 3,349
--------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (937)
---------
Net cash used in investing activities (937)
---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid (1,350)
---------
Net cash used in financing activities (1,350)
---------
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 1,062
CASH AND CASH EQUIVALENTS,
beginning of period 9,264
--------
CASH AND CASH EQUIVALENTS,
end of period $ 10,326
========
Page 7
<PAGE>
STATIA TERMINALS INTERNATIONAL, N.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
CONDENSED COMBINING BALANCE SHEET
MARCH 31, 1998
<TABLE>
<CAPTION>
GUARANTEEING SUBSIDIARIES
---------------------------------------------------------
STATIA TERMINALS NETHERLANDS
CANADA, INC. STATIA ANTILLES
STATIA TERMINALS (INCLUDES ALL TERMINALS OTHER THAN
INTERNATIONAL N.V. CANADIAN N.V. STATIA UNITED
ASSETS (UNCONSOLIDATED) ENTITIES) CONSOLIDATED TERMINALS N.V. STATES
------ ------------------ --------------- ------------- -------------- --------
<S> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 3 $ 1,484 $ 8,509 $ 24 $ 241
Accounts receivable, net - 2,450 7,098 1 435
Inventory - 491 1,371 - -
Prepaid expenses - 81 62 1 1,913
Assets held for sale - - 10,000 - 10,000
------- -------- --------- --------- --------
Total current assets 3 4,506 27,040 26 12,589
PROPERTY AND EQUIPMENT, net - 28,337 168,297 1,181 493
INVESTMENT IN SUBSIDIARIES 66,528 - - 178,411 206
OTHER NONCURRENT ASSETS - 1,126 4,141 1 164
------- -------- --------- --------- --------
Total assets $66,531 $ 33,969 $ 199,478 $ 179,619 $ 13,452
======= ======== ========= ========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 206 $ 4,045 $ 14,340 $ 22 $ 3,289
Payable to (receivable from) affiliates (24,607) (336) 15,864 (632) (219)
-------- --------- --------- ---------- --------
Total current liabilities (24,401) 3,709 30,204 (610) 3,070
LONG-TERM DEBT - 28,060 106,940 - -
------- -------- --------- --------- --------
Total liabilities (24,401) 31,769 137,144 (610) 3,070
------- -------- --------- ---------- --------
EQUITY SUBJECT TO REDUCTION 20,000 - 10,000 - 10,000
STOCKHOLDERS' EQUITY:
Common stock 6 - 19,395 12 -
Additional paid-in capital 78,494 2,266 46,915 182,203 3,000
Retained earnings (deficit) (7,568) (66) (13,976) (1,986) (2,618)
-------- --------- ---------- ---------- --------
Total stockholders' equity 70,932 2,200 52,334 180,229 382
------- -------- --------- --------- --------
Total liabilities and stockholders' equity $66,531 $ 33,969 $ 199,478 $ 179,619 $ 13,452
======= ======== ========= ========= ========
</TABLE>
<TABLE>
<CAPTION>
RECLASSIFICATIONS
AND CONSOLIDATED
ASSETS ELIMINATIONS TOTAL
------ ------------------- -------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ - $ 10,261
Accounts receivable, net (167) 9,817
Inventory - 1,862
Prepaid expenses - 2,057
Assets held for sale - 20,000
--------- ---------
Total current assets (167) 43,997
PROPERTY AND EQUIPMENT, net - 198,308
INVESTMENT IN SUBSIDIARIES (245,145) -
OTHER NONCURRENT ASSETS - 5,432
--------- ---------
Total assets $(245,312) $ 247,737
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ (167) $ 21,735
Payable to (receivable from) affiliates 10,000 70
--------- ---------
Total current liabilities 9,833 21,805
LONG-TERM DEBT - 135,000
--------- ---------
Total liabilities 9,833 156,805
--------- ---------
EQUITY SUBJECT TO REDUCTION (20,000) 20,000
STOCKHOLDERS' EQUITY:
Common stock (19,407) 6
Additional paid-in capital (234,384) 78,494
Retained earnings (deficit) 18,646 (7,568)
--------- ---------
Total stockholders' equity (235,145) 70,932
--------- ---------
Total liabilities and stockholders' equity $(245,312) $ 247,737
========= =========
</TABLE>
Page 8
<PAGE>
STATIA TERMINALS INTERNATIONAL N.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
CONDENSED COMBINING INCOME STATEMENT
FOR THE QUARTER ENDED MARCH 31, 1998
<TABLE>
<CAPTION>
GUARANTEEING SUBSIDIARIES
--------------------------------------------------------------
STATIA TERMINALS NETHERLANDS
CANADA, INC. STATIA ANTILLES
STATIA TERMINALS (INCLUDES ALL TERMINALS OTHER THAN
INTERNATIONAL N.V. CANADIAN N.V. STATIA UNITED
(UNCONSOLIDATED) ENTITIES) CONSOLIDATED TERMINALS N.V. STATES
---------------- ---------------- -------------- --------------- ----------
<S> <C> <C> <C> <C> <C>
REVENUES $ - $ 4,479 $ 25,104 $ 129 $ 2,593
COST OF SERVICES AND PRODUCTS SOLD - 3,039 21,392 135 1,193
--------- --------- --------- ------- ---------
Gross profit - 1,440 3,712 (6) 1,400
ADMINISTRATIVE EXPENSES 50 551 1,046 - 1,699
--------- --------- --------- ------- ---------
Income (loss) from operations (50) 889 2,666 (6) (299)
INTEREST EXPENSE - 832 3,166 - 1
INTEREST INCOME - 13 96 - 1
--------- --------- --------- ------- ---------
Income (loss) before provision
for income taxes (50) 70 (404) (6) (299)
PROVISION FOR INCOME TAXES 7 18 168 10 2
--------- --------- --------- ------- ---------
Net income (loss) (57) 52 (572) (16) (301)
EARNINGS (LOSS) FROM
EQUITY INVESTMENTS (837) - - (520) 2
--------- --------- --------- ------- ---------
Net income (loss) available to
common stockholders $ (894) $ 52 $ (572) $ (536) $ (299)
========= ========= ========== ======== ==========
</TABLE>
RECLASSIFICATIONS
AND CONSOLIDATED
ELIMINATIONS TOTAL
------------------- -------------
REVENUES $ (1,941) $ 30,364
COST OF SERVICES AND PRODUCTS SOLD (411) 25,348
-------- ----------
Gross profit (1,530) 5,016
ADMINISTRATIVE EXPENSES (1,530) 1,816
-------- ----------
Income (loss) from operations - 3,200
INTEREST EXPENSE - 3,999
INTEREST INCOME - 110
-------- ----------
Income (loss) before provision
for income taxes - (689)
PROVISION FOR INCOME TAXES - 205
-------- ----------
Net income (loss) - (894)
EARNINGS (LOSS) FROM
EQUITY INVESTMENTS 1,355 -
-------- ------
Net income (loss) available to
common stockholders $ 1,355 $ (894)
======== ==========
Page 9
<PAGE>
STATIA TERMINALS INTERNATIONAL N.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
CONDENSED COMBINING STATEMENT OF CASH FLOWS
FOR THE QUARTER ENDED MARCH 31, 1998
<TABLE>
<CAPTION>
Guaranteeing Subsidiaries
-------------------------------------------------------------
Statia Terminals Netherlands
Canada, Inc. Statia Antilles
Statia Terminals (includes all Terminals other than
International N.V. Canadian N.V. Statia United
(Unconsolidated) entities) Consolidated Terminals N.V. States
------------------ ----------------- ------------ -------------- ----------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities $ 2 $ 359 $ 5,288 $ 3 $ 975
--------- ------- -------- -------- ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment - (116) (1,372) - (961)
--------- ------- --------- -------- ------
Net cash used in investing activities - (116) (1,372) - (961)
--------- ------- --------- -------- ------
INCREASE IN CASH AND CASH EQUIVALENTS 2 243 3,916 3 14
CASH AND CASH EQUIVALENTS,
beginning of period 1 1,241 4,593 21 227
--------- ------- -------- -------- ------
CASH AND CASH EQUIVALENTS,
end of period $ 3 $ 1,484 $ 8,509 $ 24 $ 241
========= ======= ======== ======== ======
</TABLE>
Consolidated
Total
-------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities $ 6,627
--------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (2,449)
---------
Net cash used in investing activities (2,449)
---------
INCREASE IN CASH AND CASH EQUIVALENTS 4,178
CASH AND CASH EQUIVALENTS,
beginning of period 6,083
--------
CASH AND CASH EQUIVALENTS,
end of period $ 10,261
========
Page 10
<PAGE>
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 its subsidiaries as of March 31, 1998
and the three month periods ended March 31, 1998 and 1997 included herein.
Reference should also be made to the Company's Annual Report on Form 10-K as of
and for the year ended December 31, 1997 including the consolidated financial
statements of the Company, Statia Canada and Statia Terminals N.V. ("STNV").
RESULTS OF OPERATIONS
Total revenues for the quarter ended March 31, 1998 were $30.4 million
compared to $32.7 million for the same period in 1997, a decrease of $2.3
million, or 7.2%. The decrease in revenues resulted primarily from reduced
bunker and bulk product sales revenues at the Company's St. Eustatius,
Netherlands Antilles and Point Tupper, Canada facilities which was partially
offset by increased terminaling services revenue (consisting of storage,
throughput, docking charges, emergency response fees and other terminal charges)
at Point Tupper, Canada and Brownsville, Texas.
REVENUES AND OPERATING INCOME (LOSS) BY LOCATION
(Dollars in thousands)
<TABLE>
<CAPTION>
FOR THE QUARTER ENDED
MARCH 31,
-----------------------------------
1997 1998
-------------- ---------------
<S> <C> <C>
REVENUES
Netherlands Antilles and the Caribbean
Terminaling services $ 9,766 $ 9,009
Bunker and bulk product sales 19,599 16,182
-------------- ---------------
29,365 25,191
-------------- ---------------
Canada
Terminaling services 2,214 4,479
Bunker and bulk product sales 507 -
-------------- ---------------
2,721 4,479
-------------- ---------------
United States
Terminaling services 830 1,063
Corporate Services 1,275 1,530
-------------- ---------------
2,105 2,593
-------------- ---------------
Eliminations (1,482) (1,899)
-------------- ---------------
Total revenues $ 32,709 $ 30,364
============== ===============
OPERATING INCOME (LOSS)
Netherlands Antilles and the Caribbean $ 3,157 $ 2,610
Canada (256) 889
United States (395) (299)
-------------- ---------------
Total operating income $ 2,506 $ 3,200
============== ===============
</TABLE>
Page 11
<PAGE>
Revenues from terminaling services at St. Eustatius decreased
approximately $0.7 million in the first quarter of 1998 as compared to the first
quarter of 1997. Total throughput fell from 18.1 million barrels during the
first quarter of 1997 to 15.3 million barrels during the first quarter of 1998
due primarily to reduced throughput of crude oil partially offset by higher
throughput of fuel oil. Eight fewer vessels called at the St. Eustatius facility
during the first quarter of 1998 than during the same period of 1997 resulting
in lower revenues from docking charges. However, the overall percentage of
capacity leased at this facility was 85% for the first quarter of 1998 compared
to 81% for the same period in 1997 reflecting increases in the percentage of
capacity leased for clean products and fuel oil tankage.
Caribbean bunker and bulk product sales decreased $3.4 million, or
17.4%, in the first quarter of 1998 as compared to the first quarter of 1997
primarily as a result of lower comparative selling prices on bunker sales which
reflect current market conditions. Metric tons of bunkers and bulk product sold
increased 10.6% during the first three months of 1998 as compared to the first
quarter of 1997. Average selling prices decreased 25.4% when comparing the first
quarters of 1997 and 1998.
The percentage of tank capacity leased at Point Tupper increased from
55% for the first quarter of 1997 to 86% for the first quarter of 1998. Total
revenues from terminaling services at this facility increased 102.3% during the
first three months of 1998 as compared to the same period of 1997. This increase
was primarily the result of additional clean products and crude oil tankage
leased and a nearly two and a half times increase in throughput barrels during
the first three months of 1998 as compared to the same three month period in
1997. Additional throughput led to higher port charge revenues from vessels
calling at this facility.
Gross profit for the quarter ended March 31, 1998 was $5.0 million
compared to $4.0 million for the same period in 1997, an increase of $1.0
million, or 25%. The increase in gross profit is primarily the result of the
increased terminaling services revenue which typically produces higher gross
margins than bunker and bulk product sales. Additionally, the Company realized
higher gross margins on bunker sales during the first quarter of 1998 as
compared to the first quarter of 1997 due to the higher volume of bunker sales
which occurred during the first three months of 1998. Gross margin percentages
of bunker sales at St. Eustatius may vary widely depending upon relative market
selling prices and due to the fixed nature of delivery costs. As a result of
lower average selling prices, the Company realized higher gross margins on lower
bunker sales revenue during the first quarter of 1998 as compared to the first
quarter of 1997.
Administrative expenses were $1.8 million for the first three months of
1998 as compared to $1.5 million for the comparable period of 1997, an increase
of $0.3 million, or 23%. The increase during the first quarter of 1998 as
compared to the first quarter of 1997 is primarily the result of higher
personnel costs.
During the first quarters of 1997 and 1998, the $4.0 million of
interest expense represented interest accrued on the 11-3/4% First Mortgage
Notes due 2003 (the "Notes").
In January 1997, Statia declared a common stock dividend in the amount
of $1.35 million to enable its Parent to pay a management fee to Castle Harlan,
Inc. for the period from November 1996 to November 1997. A similar dividend was
declared in November 1997 for management fees related to the year ended November
1998.
Page 12
<PAGE>
The following table sets forth for the periods indicated certain key
statistics for each of the Company's operating locations.
CAPACITY, CAPACITY LEASED, THROUGHPUT AND VESSEL CALLS BY LOCATION
(Capacity and throughput in thousands of barrels)
<TABLE>
<CAPTION>
FOR THE QUARTER ENDED
MARCH 31,
-----------------------------------
1997 1998
-------------- ---------------
<S> <C> <C>
Netherlands Antilles and
the Caribbean
Total capacity 11,334 11,334
Capacity leased 81% 85%
Throughput 18,134 15,296
Vessel calls 203 195
Canada
Total capacity 7,404 7,404
Capacity leased 55% 86%
Throughput 6,707 15,585
Vessel calls 16 31
Texas
Total capacity 1,649 1,649
Capacity leased 48% 42%
Throughput 333 863
Vessel calls 26 27
All locations
Total capacity 20,387 20,387
Capacity leased 69% 82%
Throughput 25,174 31,744
Vessel calls 245 253
</TABLE>
LIQUIDITY AND CAPITAL RESOURCES
Cash flow from operations has been the Company's primary source of
liquidity during 1998. Cash provided by operations has been used to purchase
property and equipment. Despite a net loss of $0.9 million for the three months
ended March 31, 1998, the Company had positive cash flow from operations of $6.6
million for the quarter. Differences between net losses and positive operating
cash flow have resulted primarily from depreciation and amortization burdens and
changes in various asset and liability accounts. At December 31, 1997, the
Company had cash and cash equivalents on hand of $6.1 million compared to $10.3
million at March 31, 1998 (which included $8.0 million invested in time deposits
maturing in April and May of 1998).
During the first quarter of 1998, no significant changes have occurred
in the Company's debt and equity financing arrangements. As of March 31, 1998,
the Company had not borrowed under its $17.5 million revolving credit facility.
This facility permits the Company to borrow in accordance with its available
borrowing base which was estimated at $6.5 million ($5.5 million for STNV and
$1.0 million for Statia Canada) as of March 31, 1998 and bears interest at the
prime rate plus 50 basis points (9.0% at March 31, 1998). This facility is
available for working capital needs and letter of credit financing.
Page 13
<PAGE>
The Company's capital expenditure budget for 1998 totals $7.6 million
and includes funds for expanding and sustaining its existing operations. During
the first quarter of 1998, a majority of capital expenditures were related to
sustaining the Company's existing operations including its terminal and marine
equipment maintenance programs. Additional spending is contingent upon the
disposition of certain assets held for sale and the addition of incremental
terminaling business.
Because certain of the Company's computer systems may not adequately
handle changes brought about by the new millennium, the Company has developed a
plan for dealing with potential Year 2000 issues, including upgrading existing
software applications during 1998. The 1998 capital expenditure budget includes
$0.7 million for such upgrades and certain non-recurring expenses will be
incurred during 1998 for consultants. The cost of addressing the Year 2000 issue
is not expected to significantly impact the Company's interaction with customers
and suppliers, or future financial condition or results of operations.
CAPITAL EXPENDITURES BY LOCATION
(Dollars in thousands)
<TABLE>
<CAPTION>
FOR THE QUARTER ENDED
MARCH 31,
-----------------------------------
1997 1998
-------------- ---------------
<S> <C> <C>
Netherlands Antilles and the Caribbean $ 727 $ 1,372
Canada 114 116
United States 96 961
-------------- ---------------
$ 937 $ 2,449
============== ===============
</TABLE>
ASSETS HELD FOR SALE
The Company's Brownsville, Texas facility, Statia Terminals Southwest,
Inc., and the Company's emergency response vessel, M/V STATIA RESPONDER
(formerly known as M/V MEGAN D. GAMBARELLA), are being held for sale. The
following table sets forth, for the periods indicated, consolidated income from
operations with adjustments to reflect operating loss from the Brownsville
facility adjusted for certain on-going administrative expenses and certain
expenses related to assets to be retained. Similar levels of revenues are
anticipated to be earned and similar expenses incurred following disposition of
the M/V STATIA RESPONDER; therefore, no adjustment has been reflected in the
table for this vessel.
OPERATING INCOME FROM ON-GOING OPERATIONS
(Dollars in thousands)
<TABLE>
<CAPTION>
FOR THE QUARTER ENDED
MARCH 31,
-----------------------------------
1997 1998
-------------- ---------------
<S> <C> <C>
Consolidated income from operations $ 2,506 $ 3,200
Add: Estimated adjustment for ongoing expenses (291) (160)
Less: Operating income (loss) from Statia Terminals
Holdco II, Inc. and Statia Terminals Southwest, Inc. (389) (282)
-------------- ---------------
Consolidated income from on-going operations $ 2,604 $ 3,322
============== ===============
</TABLE>
Page 14
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company periodically purchases refined petroleum products from its
customers and others for resale as bunker fuel, for small volume sales to
commercial interests and to maintain an inventory of blend stocks for its
customers. Petroleum inventories are held for short time periods, generally not
exceeding ninety days. The Company does not presently have any derivative
positions to hedge its inventory of petroleum products. The following table
indicates the Company's aggregate carrying value of its petroleum products on
hand at March 31, 1998 at average cost, 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)
<TABLE>
<CAPTION>
CARRYING FAIR
AMOUNT VALUE
--------------- --------------
<S> <C> <C>
Petroleum Inventory
STNV $ 1,371 $ 1,369
Statia Canada 491 585
--------------- --------------
$ 1,862 $ 1,954
=============== ==============
</TABLE>
As substantially all of the Company's transactions are in U.S. dollars,
and as all of the Company's present debt obligations carry a fixed rate of
interest (except for the undrawn revolving credit facilities which vary with
changes in the lender's prime lending rate), management believes the Company's
exposures to foreign currency exchange rate fluctuation and interest rate
fluctuation are minimal.
Page 15
<PAGE>
PART II.
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Reference is made to "Item 3. Legal Proceedings" in the Company's 1997
Annual Report on Form 10-K for complete discussion. There have been no material
developments in the Company's legal proceedings since December 31, 1997.
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
ITEM 5. OTHER INFORMATION.
On May 11, 1998, Statia Canada signed a Statement of Intent with Sable
Offshore Energy, Inc. ("SOEI") with regard to a long-term lease of a portion of
Statia Canada's land and the storage and throughput of SOEI's products. Subject
to certain conditions precedent, SOEI will lease the proposed site, build a
natural gas liquids ("NGLs") fractionation plant, storage and rail handling
facilities on the site, and lease over 500,000 barrels of Statia Canada's
existing storage capacity. The fractionation plant will process an average of
20,000 barrels per day of NGLs extracted from the Sable Island region of Nova
Scotia, Canada, and delivered via pipeline to the fractionation plant from
SOEI's Goldboro Gas Processing Plant in Guysborough County, Nova Scotia. While
the NGL volumes will vary according to field source and production rates, the
fractionation plant is expected to produce about 10,300 barrels per day of
condensate (light oil), 6,250 barrels a day of propane, and about 3,250 barrels
per day of butane.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
27.1 Financial Data Schedule for Statia Terminals International
N.V. (for electronic filing only)
27.2 Financial Data Schedule for Statia Terminals Canada,
Incorporated. (for electronic filing only)
(b) Reports on Form 8-K.
None.
Page 16
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrants have duly caused this Report to be signed on their behalf by the
undersigned thereunto duly authorized.
STATIA TERMINALS INTERNATIONAL N.V.
(Registrant)
Date: May 14, 1998
By: /S/ JAMES F. BRENNER
James F. Brenner
Vice President - Finance
(As Authorized Officer)
STATIA TERMINALS CANADA, INCORPORATED
(Registrant)
Date: May 14, 1998
By: /S/ JAMES F. BRENNER
James F. Brenner
Vice President and Treasurer
(As Authorized Officer)
Page S-1
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
27.1 Financial Data Schedule for Statia Terminals International N.V. (for
electronic filing only)
27.2 Financial Data Schedule for Statia Terminals Canada, Incorporated. (for
electronic filing only)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM STATIA
TERMINALS INTERNATIONAL N.V.'S FORM 10-Q FOR THE QUARTER PERIOD ENDED MARCH 31,
1998, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<CIK> 0001029101
<NAME> STATIA TERMINALS INTERNATIONAL N.V.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 10,261
<SECURITIES> 0
<RECEIVABLES> 10,662
<ALLOWANCES> 845
<INVENTORY> 1,862
<CURRENT-ASSETS> 43,997
<PP&E> 211,501
<DEPRECIATION> 13,193
<TOTAL-ASSETS> 247,737
<CURRENT-LIABILITIES> 21,805
<BONDS> 135,000
0
0
<COMMON> 6
<OTHER-SE> 98,494
<TOTAL-LIABILITY-AND-EQUITY> 247,737
<SALES> 16,182
<TOTAL-REVENUES> 30,364
<CGS> 2,126
<TOTAL-COSTS> 25,348
<OTHER-EXPENSES> 1,816
<LOSS-PROVISION> 15
<INTEREST-EXPENSE> 3,999
<INCOME-PRETAX> (689)
<INCOME-TAX> 205
<INCOME-CONTINUING> (894)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (894)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM STATIA
TERMINALS CANADA INCORPORATED'S FORM 10-Q FOR THE QUARTER PERIOD ENDED MARCH 31,
1998, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<CIK> 0001029102
<NAME> STATIA TERMINALS CANADA INCORPORATED
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 1,484
<SECURITIES> 0
<RECEIVABLES> 2,512
<ALLOWANCES> 62
<INVENTORY> 491
<CURRENT-ASSETS> 4,506
<PP&E> 30,279
<DEPRECIATION> 1,942
<TOTAL-ASSETS> 33,969
<CURRENT-LIABILITIES> 3,709
<BONDS> 28,060
0
0
<COMMON> 0
<OTHER-SE> 2,266
<TOTAL-LIABILITY-AND-EQUITY> 33,969
<SALES> 0
<TOTAL-REVENUES> 4,479
<CGS> 0
<TOTAL-COSTS> 3,039
<OTHER-EXPENSES> 551
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 832
<INCOME-PRETAX> 70
<INCOME-TAX> 18
<INCOME-CONTINUING> 52
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 52
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
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