SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 12, 1999
STATIA TERMINALS INTERNATIONAL N.V.
(Exact name of registrant as specified in its charter)
NETHERLANDS ANTILLES 333-18455 52-2003102
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
TUMBLEDOWN DICK BAY
ST. EUSTATIUS, NETHERLANDS ANTILLES
(Address of principal executive offices)
Registrant's telephone number, including area code: (011) 5993-82300
NOT APPLICABLE
--------------------------------------------------------------
(Former name or former address, if changed since last report.)
STATIA TERMINALS CANADA,
INCORPORATED
(Exact name of registrant as specified in its charter)
NOVA SCOTIA, CANADA 333-18455-01 98-0164788
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
3817 PORT MALCOLM ROAD
PORT HAWKESBURY, NOVA SCOTIA B0E 2V0
(Address of principal executive offices)
Registrant's telephone number, including area code: (902) 625-1711
NOT APPLICABLE
--------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
Statia Terminals International N.V.
Current Report on Form 8-K
Item 5. Other Events.
On February 12, 1999, the parent of Statia Terminals International N.V.
(the "Company"), Statia Terminals Group N.V. (the "Parent"), announced that it
had filed documents with the Securities and Exchange Commission to sell 7.6
million common shares of the Parent (exclusive of an over allotment option
available to underwriters for an additional 760,000 shares of the Parent) in its
initial equity public offering. The offering price is expected to be between
$19.50 and $20.50 per share, raising approximately $152 million (approximately
$167 million if the over allotment option is fully exercised). A portion of the
proceeds of the offering will be used to redeem approximately 25% (approximately
35% if the over allotment option is fully exercised) of the 11-3/4% First
Mortgage Notes previously co-issued by the Company and Statia Terminals Canada,
Incorporated. The Parent's February 12, 1999 press release is filed as an
exhibit hereto and is incorporated by reference herein.
On February 12, 1999, the Company announced its consolidated results of
operations for the quarter and year ended December 31, 1998. The Company's
February 12, 1999 earnings release and accompanying financial data are filed as
an exhibit hereto and are incorporated by reference herein.
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 hereunto duly authorized.
Statia Terminals International N.V.
(Registrant)
BY /S/ JAMES F. BRENNER
--------------------------------------
James F. Brenner
Vice President and Treasurer
Dated: February 18, 1999
Statia Terminals Canada, Incorporated
(Registrant)
BY /S/ JAMES F. BRENNER
--------------------------------------
James F. Brenner
Vice President, Finance
Dated: February 18, 1999
Page 2
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Statia Terminals International N.V.
Current Report on Form 8-K
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
99.1 Press Release dated February 12, 1999
99.2 Earnings Release dated February 12, 1999
Page 3
EXHIBIT 99.1
STATIA TERMINALS GROUP N. V.
P.O. BOX 170
ST. EUSTATIUS, NETHERLANDS ANTILLES
TELEPHONE: 011-599-382300
FAX: 011-599-382259
4:00 P.M. EST
FOR IMMEDIATE RELEASE Contact:
Mr. Thomas M. Thompson, Jr.
Telephone: (954) 698-0705
STATIA TERMINALS GROUP ANNOUNCES REGISTRATION FOR
INITIAL PUBLIC OFFERING OF COMMON STOCK
DEERFIELD BEACH, FLORIDA, February 12, 1999 -- Statia Terminals Group
N.V. (the "Company") announced today that it has filed documents with the
Securities and Exchange Commission to sell 7.6 million common shares (exclusive
of an over allotment option available to underwriters for an additional 760,000
shares) in its initial equity public offering. The offering price is expected to
be between $19.50 and $20.50 per share, raising approximately $152 million. The
common shares are expected to pay dividends of $0.45 per share per quarter and
yield approximately 9% per annum. The Company will use the proceeds to redeem a
portion of the 11-3/4% First Mortgage Notes previously co-issued by two
subsidiaries, Statia Terminals International N.V. and Statia Terminals Canada,
Incorporated, and other purposes.
Preliminary marketing of the common shares is expected to commence in
late March and trading to begin by mid-April 1999. The Company has applied to
list the common shares on The New York Stock Exchange under the symbol "STV."
Bear, Stearns & Co. Inc., Morgan Stanley Dean Witter, Prudential Securities and
Dain Rauscher Wessels are acting as underwriters for the offering. When
available, copies of the prospectus may be obtained from the joint bookrunning
managers Bear, Stearns & Co. Inc. at 245 Park Avenue, New York, New York 10167
and Morgan Stanley Dean Witter at 1585 Broadway, New York, New York 10036.
The Company provides storage, blending, processing and other
terminaling services for crude oil, refined products and other bulk liquids to
crude oil producers, integrated oil companies, traders, refiners, petrochemical
companies and others at its facilities located on the island of St. Eustatius,
Netherlands Antilles, and at Point Tupper, Nova Scotia, Canada. The Company's
facilities, with their deep-water
<PAGE>
ports, can accommodate substantially all of
the world's largest oil tankers. In connection with its terminaling activities,
Statia also provides value-added services, including delivery of bunker fuels to
vessels, other petroleum product sales, emergency and spill response services,
and ship services. The Company is headquartered in Curacao, Netherlands
Antilles, and maintains an administrative office in Deerfield Beach, Florida.
NOTE: A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BECOME EFFECTIVE. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME
THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PRESS RELEASE SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL
THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
* * * * *
EXHIBIT 99.2
STATIA TERMINALS INTERNATIONAL N. V.
P.O. BOX 170
ST. EUSTATIUS, NETHERLANDS ANTILLES
TELEPHONE: 011-599-382300
FAX: 011-599-382259
8:00 A.M. EST
FOR IMMEDIATE RELEASE Contact:
Mr. Thomas M. Thompson, Jr.
Telephone: (954) 698-0705
STATIA TERMINALS INTERNATIONAL ANNOUNCES RECORD
FOURTH QUARTER AND YEAR END 1998 RESULTS
DEERFIELD BEACH, FLORIDA, February 12, 1999 -- Statia
Terminals International N.V. and its subsidiaries ("Statia" or the "Company")
reported today fourth quarter 1998 operating income of $7.5 million, an increase
of 54% over operating income for the same quarterly period in 1997 of $4.8
million. For the year ended December 31, 1998, operating income increased 72% to
$22.8 million from $13.2 million for the 1997 year. Earnings before interest,
income taxes, depreciation, amortization and certain non-cash charges
("EBITDA"), a measure of cash flow, were $10.2 million and $7.8 million for the
fourth quarter of 1998 and 1997, respectively. EBITDA for the 1998 year was
$33.9 million compared to $23.8 million for the year ended December 31, 1997.
The improved fourth quarter and year end results are primarily attributable to
higher storage tank capacity utilization and more vessel calls by customers
using the Company's facilities as part of their strategic distribution networks.
Total revenues for the three-month and annual periods ended December
31, 1998 were $37.2 million and $136.8 million compared to $41.3 million and
$142.5 million for the same periods in 1997. Higher terminaling services revenue
was offset by reduced revenue from bunker and bulk product sales due to lower
oil market prices during 1998 compared to 1997. Statia's gross margins from
terminaling services are generally higher than its gross margins from bunker and
bulk product sales.
<PAGE>
Please see the attached Consolidated Condensed Balance Sheets and
Consolidated Condensed Statements of Income (Loss) for further information.
The Company provides storage, blending, processing and other
terminaling services for crude oil, refined products and other bulk liquids to
crude oil producers, integrated oil companies, traders, refiners, petrochemical
companies and others at its facilities located on the island of St. Eustatius,
Netherlands Antilles, and at Point Tupper, Nova Scotia, Canada. The Company's
facilities, with their deep-water ports, can accommodate substantially all of
the world's largest oil tankers. In connection with its terminaling activities,
Statia also provides value-added services, including delivery of bunker fuels to
vessels, other petroleum product sales, emergency and spill response services,
and ship services. The Company is headquartered in Curacao, Netherlands
Antilles, and maintains an administrative office in Deerfield Beach, Florida.
* * * * *
<PAGE>
<TABLE>
<CAPTION>
STATIA TERMINALS INTERNATIONAL N.V. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
DECEMBER 31, DECEMBER 31,
1997 1998
------------ ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 6,083 $ 13,873
Accounts receivable-
Trade, net 10,092 7,562
Other 2,347 2,328
Inventory, net 1,247 4,528
Prepaid expenses 269 172
--------- ---------
Total current assets 20,038 28,463
PROPERTY AND EQUIPMENT, net 218,529 209,970
OTHER NONCURRENT ASSETS, net 5,661 4,745
--------- ---------
Total assets $ 244,228 $ 243,178
========= =========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts payable $ 7,788 $ 9,012
Accrued interest payable 2,027 2,027
Other accrued expenses 7,587 8,439
--------- ---------
Total current liabilities 17,402 19,478
LONG-TERM DEBT 135,000 135,000
--------- ---------
Total liabilities 152,402 154,478
--------- ---------
STOCKHOLDER'S EQUITY SUBJECT TO REDUCTION 20,000 --
STOCKHOLDER'S EQUITY:
Common stock 6 6
Additional paid-in capital 78,494 92,344
Accumulated deficit (6,674) (3,650)
--------- ---------
Total stockholder's equity 71,826 88,700
--------- ---------
Total liabilities and stockholder's equity $ 244,228 $ 243,178
========= =========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STATIA TERMINALS INTERNATIONAL N.V. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (LOSS)
(DOLLARS IN THOUSANDS)
FOR THE THREE MONTHS ENDED FOR THE YEAR ENDED
DECEMBER 31, DECEMBER 31,
(UNAUDITED)
--------------------------- ----------------------------
1997 (4) 1998 (4) 1997 (4) 1998 (4)
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
REVENUES $ 41,309 $ 37,227 $ 142,499 $ 136,762
COSTS OF SERVICES AND PRODUCTS SOLD 34,818 28,036 122,944 106,688
--------- --------- --------- ---------
Gross profit 6,491 9,191 19,555 30,074
ADMINISTRATIVE EXPENSES 1,650 1,740 6,348 7,315
--------- --------- --------- ---------
Operating income 4,841 7,451 13,207 22,759
LOSS (GAIN) ON DISPOSITION OF PROPERTY
AND EQUIPMENT -- (2,348) (109) 1,652
INTEREST EXPENSE (1) 4,224 4,200 16,874 16,851
INTEREST INCOME 122 187 459 588
--------- --------- --------- ---------
Income (loss) before provision
for income taxes 739 5,786 (3,099) 4,844
PROVISION FOR INCOME TAXES 304 52 780 320
--------- --------- --------- ---------
Net income (loss) available
to common stockholder $ 435 $ 5,734 $ (3,879) $ 4,524
========= ========= ========= =========
DEPRECIATION (2) $ 2,856 $ 2,579 $ 10,000 $ 10,510
========= ========= ========= =========
EBITDA (3) $ 7,819 $ 10,217 $ 23,775 $ 33,857
========= ========= ========= =========
</TABLE>
NOTES
(1) Interest expense for the year and three months ended December 31, 1998
includes $911 and $227, respectively, of amortization expense related to
deferred financing costs. The same amounts were reclassified from Costs of
Services and Products Sold for the year and three months ended December 31,
1997 for comparative purposes.
(2) Depreciation expense is included in the line items Costs of Services and
Products Sold and Administrative Expenses.
(3) EBITDA is defined as the sum of (i) income (loss) before provision for
income taxes, (ii) loss (gain) on disposition of Statia Terminals
Southwest, Inc. ("STSW") of $1,652 and $(2,348) for the year and three
months ended December 31, 1998, respectively, (iii) interest expense, and
(iv) depreciation.
(Continued)
<PAGE>
STATIA TERMINALS INTERNATIONAL N.V. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (LOSS)
(UNAUDITED)
(DOLLARS IN THOUSANDS)
NOTES - CONTINUED
(4) The following unaudited selected pro forma consolidated results of
operations for the three-month periods and years ended December 31, 1997
and 1998 were prepared to illustrate the estimated effects of the sale of
STSW as if it had occurred at the beginning of each of these respective
periods. The figures below exclude operating results of STSW for the
periods indicated and the loss (gain) on the disposition of STSW.
<TABLE>
<CAPTION>
SELECTED PRO FORMA CONSOLIDATED RESULTS
-------------------------------------------------------------------------
FOR THE THREE MONTHS ENDED FOR THE YEAR ENDED
DECEMBER 31, DECEMBER 31,
------------------------------ -------------------------------
1997 1998 1997 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
REVENUES $ 40,762 $ 37,227 $ 140,628 $ 135,149
========= ========= ========= =========
OPERATING INCOME $ 5,189 $ 7,451 $ 14,512 $ 22,820
========= ========= ========= =========
NET INCOME (LOSS) AVAILABLE
TO COMMON STOCKHOLDER $ 784 $ 5,734 $ (2,548) $ 6,244
========= ========= ========= =========
EBITDA $ 7,999 $ 10,217 $ 24,415 $ 33,621
========= ========= ========= =========
</TABLE>
This pro forma information is provided for informational purposes only and does
not purport to be indicative of the results of operations which would have been
obtained had the sale been completed on the dates indicated or the results of
operations for any future period.
