<PAGE>   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  JUNE 30, 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
                                     0-25821

                           STATIA TERMINALS GROUP N.V.
             (Exact name of registrant as specified in its charter)

      Netherlands Antilles                                      52-2003016
 (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) (599-9) 4623700
   (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

         Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]  No [ ]

         As of August 14, 2001, 6,013,253 class A common shares of the
registrant were outstanding.


<PAGE>   2



                           STATIA TERMINALS GROUP N.V.

                          QUARTERLY REPORT ON FORM 10-Q
                                  JUNE 30, 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                                           7
Item 3.  Quantitative and Qualitative Disclosures About Market Risk         17

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                  18
Item 2.  Changes in Securities and Use of Proceeds                          18
Item 3.  Defaults Upon Senior Securities                                    18
Item 4.  Submission of Matters to a Vote of Security Holders                18
Item 5.  Other Information                                                  19
Item 6.  Exhibits and Reports on Form 8-K                                   19

Signatures                                                                  S-1

         THIS QUARTERLY REPORT ON FORM 10-Q (THIS "REPORT") CONTAINS
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES
ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934,
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," "PROJECT," AND SIMILAR EXPRESSIONS ARE
INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS ARE SUBJECT TO
CERTAIN RISKS AND UNCERTAINTIES, INCLUDING THOSE DISCUSSED BELOW, AND SPEAK ONLY
AS OF THE DATE HEREOF. 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 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, CAPITAL MARKET UNCERTAINTIES, 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 GROUP N.V. AND OUR SUBSIDIARIES, AS "WE"
OR "US".


<PAGE>   3

                         PART I - FINANCIAL INFORMATION

                          Item 1. Financial Statements

                  STATIA TERMINALS GROUP N.V. AND SUBSIDIARIES

                      CONSOLIDATED CONDENSED BALANCE SHEETS
                             (Dollars in thousands)

<TABLE>
<CAPTION>

                                                              December 31,          June 30,
                                                                  2000                2001
                                                              ------------         ---------
                                                                                  (Unaudited)
<S>                                                            <C>                 <C>
ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                                   $  17,472           $  20,314
   Accounts receivable-
     Trade, net                                                   13,482              11,189
     Other                                                         1,156                 430
   Inventory, net                                                  1,552               1,377
   Prepaid expenses                                                1,591               1,664
                                                               ---------           ---------
           Total current assets                                   35,253              34,974

PROPERTY AND EQUIPMENT, net                                      202,061             199,774

OTHER NONCURRENT ASSETS, net                                       3,424               3,189
                                                               ---------           ---------
           Total assets                                        $ 240,738           $ 237,937
                                                               =========           =========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable                                            $  12,145           $   9,611
   Accrued interest payable                                        1,535               1,555
   Other accrued expenses                                          9,739               9,076
   Current maturities of long-term debt                            1,069               1,167
                                                               ---------           ---------

           Total current liabilities                              24,488              21,409

DISTRIBUTIONS PAYABLE                                              2,913               2,913
LONG-TERM DEBT                                                   106,931             106,347
                                                               ---------           ---------
           Total liabilities                                     134,332             130,669
                                                               ---------           ---------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
   Class A common shares                                              76                  76
   Class B subordinated shares                                        38                  38
   Class C shares                                                     --                  --
   Additional paid-in capital                                    129,834             129,834
   Notes receivable from shareholders                             (1,448)             (1,448)
   Accumulated deficit                                           (13,509)            (10,140)
   Class A common shares in treasury                              (8,585)            (11,092)
                                                               ---------           ---------
           Total shareholders' equity                            106,406             107,268
                                                               ---------           ---------
           Total liabilities and shareholders' equity          $ 240,738           $ 237,937
                                                               =========           =========

</Table>

        The accompanying notes are an integral part of these consolidated
                        condensed financial statements.




                                     Page 1
<PAGE>   4

                  STATIA TERMINALS GROUP N.V. AND SUBSIDIARIES

                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                 (Dollars in thousands except per share amounts)


<TABLE>
<CAPTION>
                                                                 Three Months Ended           Six Months Ended
                                                                       June 30,                    June 30,
                                                               ----------------------       -----------------------
                                                                 2000          2001           2000           2001
                                                               --------      --------       --------       --------
<S>                                                            <C>           <C>            <C>            <C>
REVENUES:
   Terminaling services                                        $ 14,311      $ 19,077       $ 26,741       $ 37,213
   Product sales                                                 39,916        34,783         69,791         66,860
                                                               --------      --------       --------       --------
       Total revenues                                            54,227        53,860         96,532        104,073
                                                               --------      --------       --------       --------

COSTS OF REVENUES:
   Terminaling services                                          10,080        11,356         20,195         22,214
   Product sales                                                 38,057        32,746         66,174         62,554
                                                               --------      --------       --------       --------
       Total costs of revenues                                   48,137        44,102         86,369         84,768
                                                               --------      --------       --------       --------

        Gross profit                                              6,090         9,758         10,163         19,305

ADMINISTRATIVE EXPENSES                                           2,430         2,644          4,690          5,384
                                                               --------      --------       --------       --------

        Operating income                                          3,660         7,114          5,473         13,921

INTEREST EXPENSE                                                  3,192         3,246          6,360          6,628

INTEREST INCOME                                                      72           234            153            473
                                                               --------      --------       --------       --------

        Income (loss) before provision for (benefit from)
          income taxes                                              540         4,102           (734)         7,766

PROVISION FOR (BENEFIT FROM) INCOME TAXES                           257           (28)           521            453
                                                               --------      --------       --------       --------
        Net income (loss)                                      $    283      $  4,130       $ (1,255)      $  7,313
                                                               ========      ========       ========       ========


BASIC EARNINGS (LOSS) PER COMMON SHARE:                        $   0.04      $   0.69       $  (0.18)      $   1.20
                                                               ========      ========       ========       ========

DILUTED EARNINGS (LOSS) PER COMMON SHARE:                      $   0.03      $   0.41       $  (0.18)      $   0.73
                                                               ========      ========       ========       ========

BASIC AND DILUTED EARNINGS (LOSS) PER
 SUBORDINATED SHARE:                                           $     --      $     --       $     --       $     --
                                                               ========      ========       ========       ========

</TABLE>

        The accompanying notes are an integral part of these consolidated
                        condensed financial statements.



                                     Page 2
<PAGE>   5


                  STATIA TERMINALS GROUP N.V. AND SUBSIDIARIES

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                             (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                                Six Months Ended
                                                                                     June 30,
                                                                             -------------------------
                                                                               2000             2001
                                                                             --------         --------
<S>                                                                          <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                                         $ (1,255)        $  7,313
   Adjustments to reconcile net income (loss) to net cash provided by
    operating activities: -
     Depreciation, amortization and non-cash charges                            6,930            6,314
     Provision for possible bad debts                                              --               29
   Changes in operating assets and liabilities: -
     Accounts receivable - trade                                                3,072            2,264
     Accounts receivable - other                                                2,978              751
     Inventory                                                                 (1,671)             175
     Prepaid expenses                                                            (590)             (73)
     Other noncurrent assets                                                       74              (15)
     Accounts payable                                                          (2,211)          (2,534)
     Accrued interest payable and other accrued expenses                          837             (643)
                                                                             --------         --------
       Net cash provided by operating activities                                8,164           13,581
                                                                             --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment                                         (4,142)          (3,677)
   Investment in technology investment company                                     --             (100)
   Loan to technology company                                                      --              (25)
                                                                             --------         --------
       Net cash used in investing activities                                   (4,142)          (3,802)
                                                                             --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payment of class A common share distributions                               (1,077)          (3,944)
   Purchase of class A common shares as treasury stock                         (2,797)          (2,507)
   Repayment of loan principal                                                     --             (486)
                                                                             --------         --------
       Net cash used in financing activities                                   (3,874)          (6,937)
                                                                             --------         --------

INCREASE IN CASH AND CASH EQUIVALENTS                                             148            2,842

CASH AND CASH EQUIVALENTS, at beginning of period                               5,658           17,472
                                                                             --------         --------
CASH AND CASH EQUIVALENTS, at end of period                                  $  5,806         $ 20,314
                                                                             ========         ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid for income taxes                                                $    199         $    210
                                                                             ========         ========
   Cash paid for interest                                                    $  6,019         $  6,258
                                                                             ========         ========
</TABLE>


        The accompanying notes are an integral part of these consolidated
                        condensed financial statements.



                                     Page 3
<PAGE>   6
                  STATIA TERMINALS GROUP N.V. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)
                       (In thousands except share amounts)



1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

         The unaudited consolidated condensed financial statements of Statia
Terminals Group N.V. ("Group") and subsidiaries (together with Group, 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 June 30, 2001, and the results
of its operations and cash flows for the six months ended June 30, 2000 and
2001. Operating results for the six months ended June 30, 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 EBITDA") and earnings
before interest expense, income taxes, and certain non-recurring income and
expenses ("Adjusted EBIT").





                                     Page 4
<PAGE>   7
                  STATIA TERMINALS GROUP N.V. AND SUBSIDIARIES

       NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
                                   (Unaudited)
                       (In thousands except share amounts)


2. SEGMENT INFORMATION - (CONTINUED)

         The following information is provided for the Company's terminaling
services and product sales segments:

<TABLE>
<CAPTION>

                                            Three Months Ended                Six Months Ended
                                                June 30,                         June 30,
                                        ------------------------          ------------------------
                                         2000             2001             2000             2001
                                        -------          -------          -------          -------
<S>                                     <C>              <C>              <C>              <C>
ADJUSTED EBITDA:
       Terminaling services             $ 4,986          $ 8,640          $ 8,626          $16,711
       Product sales                      1,698            1,709            3,486            3,646
                                        -------          -------          -------          -------
                         Total          $ 6,684          $10,349          $12,112          $20,357
                                        =======          =======          =======          =======

DEPRECIATION AND AMORTIZATION
    EXPENSE:
       Terminaling services             $ 3,029          $ 3,005          $ 6,474          $ 5,955
       Product sales                         94              176              353              358
                                        -------          -------          -------          -------
                         Total          $ 3,123          $ 3,181          $ 6,827          $ 6,313
                                        =======          =======          =======          =======

ADJUSTED EBIT:
       Terminaling services             $ 1,957          $ 5,635          $ 2,152          $10,756
       Product sales                      1,604            1,533            3,133            3,288
                                        -------          -------          -------          -------
                         Total          $ 3,561          $ 7,168          $ 5,285          $14,044
                                        =======          =======          =======          =======
</TABLE>


         A reconciliation of Adjusted EBIT to the Company's income (loss) before
provision for (benefit from) income taxes is as follows:


<TABLE>
<CAPTION>
                                                  Three Months Ended                   Six Months Ended
                                                       June 30,                             June 30,
                                            ----------------------------          ---------------------------
                                              2000               2001               2000               2001
                                            --------           --------           --------           --------
<S>                                         <C>                <C>                <C>                <C>
Adjusted EBIT                               $  3,561           $  7,168           $  5,285           $ 14,044
Interest expense excluding debt
    amortization expense                      (3,021)            (3,066)            (6,019)            (6,278)
                                            --------           --------           --------           --------

Income (loss) before provision for
    (benefit from) income taxes             $    540           $  4,102           $   (734)          $  7,766
                                            ========           ========           ========           ========
</TABLE>

3. EARNINGS (LOSS) PER SHARE

         Earnings (loss) per share are computed based upon the "Participating
Securities and Two-Class Common Stock" methodology as required by Statement of
Financial Accounting Standards ("SFAS") No. 128. Under this methodology, all of
the earnings and losses will be allocated to the class A common shares until
such time as the book value equity of the Company divided by the outstanding
class A common shares exceeds $20 per share. All earnings and losses for the
periods presented herein have been allocated to the class A common shareholders.





                                     Page 5
<PAGE>   8
                  STATIA TERMINALS GROUP N.V. AND SUBSIDIARIES

       NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
                                   (Unaudited)
                       (In thousands except share amounts)


         Basic earnings (loss) per share are computed by dividing the earnings
and losses allocated to each class of equity by the weighted average number of
shares outstanding for each class during the period. Diluted earnings (loss) per
share are computed the same as basic earnings (loss) per share except the
denominator is adjusted for the effect of class A common share and class B
subordinated share equivalents outstanding. Class A common share equivalents
include, where appropriate, the assumed exercise of outstanding stock options
and the conversion of the class B subordinated shares. For all periods presented
herein there were no class B subordinated share equivalents outstanding.

         The following additional information is presented with respect to the
Company's earnings (loss) per share amounts:

<TABLE>
<CAPTION>

                                                                        Three Months Ended           Six Months Ended
                                                                             June 30,                     June 30,
                                                                  --------------------------    ---------------------------
                                                                      2000          2001            2000           2001
                                                                  -----------    -----------    -----------     -----------
<S>                                                               <C>            <C>            <C>             <C>
EARNINGS PER COMMON SHARE:

 Earnings and losses allocated to class A common shares:
        Net income (loss)                                         $       283    $     4,130    $    (1,255)    $     7,313
                                                                  ===========    ===========    ===========     ===========

 Weighted average class A common shares outstanding                 6,870,064      6,013,253      6,989,282       6,075,455
 Dilutive effect of weighted average class B
  subordinated shares outstanding                                   3,800,000      3,800,000             --       3,800,000
 Dilutive effect of weighted average stock options
  outstanding                                                          13,179        209,287             --         153,162
                                                                  -----------    -----------    -----------     -----------
 Diluted common shares outstanding                                 10,683,243     10,022,540      6,989,282      10,028,617
                                                                  ===========    ===========    ===========     ===========

EARNINGS PER SUBORDINATED SHARE:

 Earnings and losses allocated to class B subordinated shares:
        Net income (loss)                                         $        --    $        --    $        --     $        --
                                                                  ===========    ===========    ===========     ===========

 Weighted average class B subordinated shares
  outstanding                                                       3,800,000      3,800,000      3,800,000       3,800,000
                                                                  ===========    ===========    ===========     ===========

</TABLE>


4. 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 6
<PAGE>   9

       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 Group N.V. and subsidiaries (the "Company") as of June 30,
2001, and for the three and six month periods ended June 30, 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

         Our operations are organized around several different factors, the two
most significant of which are services and products and geographic location. Our
primary services and products are terminaling services (resulting in revenue
from storage, throughput, dock usage, emergency response, and other terminal
services) and product sales (including bunker fuels and bulk oil sales). 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. Gross profit from
terminaling services is generally higher than gross profit from product sales.
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.

         Our operating costs for terminaling services are relatively fixed and
generally do not change significantly with changes in storage capacity leased.
However, our operating costs are impacted by inflationary cost increases, and
we have certain variable operating costs which increase or decrease based on
changes in storage capacity available, storage capacity leased, 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.

         On June 26, 2001, we executed an amendment to our contract with a major
state-owned oil company under which we are currently purchasing a majority of
the fuel oil necessary to support our bunker sales requirements at St.
Eustatius. The amendment extends the expiration of the contract to June 30,
2002, and contains terms and conditions which are comparable to prior agreements
with the supplier. We believe that suitable alternate sources of supply are
available from which we can procure fuel oil should our current contract be
interrupted or not be renewed.

         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.



                                     Page 7
<PAGE>   10
       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (CONTINUED)


       Capacity, Capacity Leased, Throughput and Vessel Calls by Location
             (Total Capacity and Throughput in Thousands of Barrels)

<TABLE>
<CAPTION>

                                                       Three Months Ended                    Six Months Ended
                                                            June 30,                             June 30,
                                                 ------------------------------          ---------------------------
                                                   2000                  2001             2000                2001
                                                 -------               --------          ------              -------
<S>                                               <C>                     <C>            <C>                 <C>
Netherlands Antilles and the Caribbean
  Total capacity                                  11,334               11,334            11,334              11,334
  Capacity leased                                     87%                  93%               82%                 94%
  Throughput                                      18,680               30,904            30,960              53,831
  Vessel calls                                       225                  227               441                 455

Canada
  Total capacity                                   7,501                7,501             7,501               7,501
  Capacity leased                                     65%                  85%               62%                 83%
  Throughput                                      15,275               21,063            24,212              40,746
  Vessel calls                                        36                   60                57                 102

All locations
  Total capacity                                  18,835               18,835            18,835              18,835
  Capacity leased                                     78%                  90%               74%                 90%
  Throughput                                      33,955               51,967            55,172              94,577
  Vessel calls                                       261                  287               498                 557

</TABLE>

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)

<TABLE>
<CAPTION>

                                                                             Three Months Ended June 30,
                                                                ------------------------------------------------------
                                                                         2000                           2001
                                                                -----------------------       ------------------------
                                                                                  % of                           % of
                                                                Dollars         Revenues      Dollars         Revenues
                                                                -------         --------      -------         --------
<S>                                                             <C>                <C>        <C>                 <C>
Revenues:
    Terminaling services                                        $ 14,311           26.4%      $ 19,077            35.4%
    Product sales                                                 39,916           73.6         34,783            64.6
                                                                --------        -------       --------         -------
        Total revenues                                            54,227          100.0         53,860           100.0
                                                                --------        -------       --------         -------
 Costs of revenues:
    Terminaling services                                          10,080           18.6         11,356            21.1
    Product sales                                                 38,057           70.2         32,746            60.8
                                                                --------        -------       --------         -------
        Total costs of revenues                                   48,137           88.8         44,102            81.9
                                                                --------        -------       --------         -------
Gross profit:
    Terminaling services                                           4,231            7.8          7,721            14.3
    Product sales                                                  1,859            3.4          2,037             3.8
                                                                --------        -------       --------         -------
        Total gross profit                                         6,090           11.2          9,758            18.1
 Administrative expenses                                           2,430            4.5          2,644             4.9
                                                                --------        -------       --------         -------
    Operating income                                               3,660            6.7          7,114            13.2
 Interest expense                                                  3,192            5.9          3,246             6.0
 Interest income                                                      72            0.1            234             0.4
                                                                --------        -------       --------         -------
 Income before provision for (benefit from) income taxes             540            0.9          4,102             7.6
 Provision for (benefit from) income taxes                           257            0.4            (28)           (0.1)
                                                                --------        -------       --------         -------
    Net income                                                  $    283            0.5%      $  4,130             7.7%
                                                                ========        =======       ========         =======
</TABLE>



                                     Page 8
<PAGE>   11
       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (CONTINUED)

<TABLE>
<CAPTION>

                                                                       Six Months Ended June 30,
                                                        ------------------------------------------------------
                                                                  2000                           2001
                                                        -----------------------       ------------------------
                                                                         % of                             % of
                                                        Dollars        Revenues       Dollars           Revenues
                                                        --------       --------       -------           --------
<S>                                                     <C>                <C>        <C>                 <C>
Revenues:
    Terminaling services                                $ 26,741            27.7%       $ 37,213           35.8%
    Product sales                                         69,791            72.3          66,860           64.2
                                                        --------         -------        --------        -------
        Total revenues                                    96,532           100.0         104,073          100.0
                                                        --------         -------        --------        -------
 Costs of revenues:
    Terminaling services                                  20,195            20.9          22,214           21.3
    Product sales                                         66,174            68.6          62,554           60.1
                                                        --------         -------        --------        -------
        Total costs of revenues                           86,369            89.5          84,768           81.4
                                                        --------         -------        --------        -------
Gross profit:
    Terminaling services                                   6,546             6.8          14,991           14.5
    Product sales                                          3,617             3.7           4,314            4.1
                                                        --------         -------        --------        -------
        Total gross profit                                10,163            10.5          19,305           18.6
 Administrative expenses                                   4,690             4.9           5,384            5.2
                                                        --------         -------        --------        -------
    Operating income                                       5,473             5.6          13,921           13.4
 Interest expense                                          6,360             6.6           6,628            6.4
 Interest income                                             153             0.2             473            0.5
                                                        --------         -------        --------        -------
 Income (loss) before provision for income taxes            (734)           (0.8)          7,766            7.5
 Provision for income taxes                                  521             0.5             453            0.5
                                                        --------         -------        --------        -------
    Net income (loss)                                   $ (1,255)           (1.3)%      $  7,313            7.0%
                                                        ========         =======        ========        =======
</TABLE>


         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)

<TABLE>
<CAPTION>

                                                         Three Months Ended June 30,
                                              ------------------------------------------------------
                                                       2000                           2001
                                              -----------------------       ------------------------
                                                               % of                           % of
                                              Dollars          Total        Dollars           Total
                                              --------        -------       --------         -------
<S>                                           <C>                <C>        <C>                 <C>
Netherlands Antilles and the Caribbean        $ 49,856           91.9%      $ 47,071           87.4%
Canada                                           4,371            8.1          6,789           12.6
                                              --------        -------       --------        -------
    Total                                     $ 54,227          100.0%      $ 53,860          100.0%
                                              ========        =======       ========        =======

</TABLE>

<TABLE>
<CAPTION>

                                                            Six Months Ended June 30,
                                              ------------------------------------------------------
                                                       2000                           2001
                                              -----------------------       ------------------------
                                                               % of                           % of
                                               Dollars         Total        Dollars           Total
                                              --------        -------       --------         -------
<S>                                           <C>                <C>        <C>                 <C>
Netherlands Antilles and the Caribbean        $ 88,731           91.9%      $ 91,328           87.8%
Canada                                           7,801            8.1         12,745           12.2
                                              --------        -------       --------        -------
    Total                                     $ 96,532          100.0%      $104,073          100.0%
                                              ========        =======       ========        =======
</TABLE>





                                     Page 9
<PAGE>   12
       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (CONTINUED)



                          Operating Income by Location
                             (Dollars in thousands)

<TABLE>
<CAPTION>

                                                         Three Months Ended June 30,
                                              ------------------------------------------------------
                                                       2000                           2001
                                              -----------------------       ------------------------
                                                               % of                         % of
                                               Dollars         Total        Dollars         Total
                                              --------        -------       --------       -------
<S>                                           <C>                <C>        <C>              <C>
Netherlands Antilles and the Caribbean        $ 3,004           82.1%      $ 4,836           68.0%
Canada                                            656           17.9         2,278           32.0
                                              -------        -------       -------        -------
    Total                                     $ 3,660          100.0%      $ 7,114          100.0%
                                              =======        =======       =======        =======
</TABLE>



<TABLE>
<CAPTION>

                                                            Six Months Ended June 30,
                                              ------------------------------------------------------
                                                       2000                           2001
                                              -----------------------       ------------------------
                                                               % of                           % of
                                               Dollars         Total        Dollars           Total
                                              --------        -------       --------         -------
<S>                                           <C>                <C>        <C>               <C>
Netherlands Antilles and the Caribbean        $ 4,636           84.7%      $ 9,889            71.0%
Canada                                            837           15.3         4,032            29.0
                                              -------        -------       -------         -------
    Total                                     $ 5,473          100.0%      $13,921           100.0%
                                              =======        =======       =======         =======

</TABLE>

THREE AND SIX MONTHS ENDED JUNE 30, 2001, COMPARED WITH THE SAME PERIODS OF 2000

REVENUES

         Total revenues for the three months ended June 30, 2001 and 2000, were
$53.9 million and $54.2 million, respectively, representing a decrease of $0.3
million or 0.7%. The decrease in total revenues is primarily due to lower
average selling prices for product sales, partially offset by an increase in
revenues from terminaling services.

         Total revenues for the six months ended June 30, 2001 and 2000, were
$104.1 million and $96.5 million, respectively, representing an increase of $7.6
million or 7.8%. The increase in total revenues is primarily due to increased
revenues from terminaling services, partially offset by lower average selling
prices for product sales.

         Revenues from terminaling services for the three and six months ended
June 30, 2001, were $19.1 million and $37.2 million, compared to $14.3 million
and $26.7 million for the same periods of 2000, representing increases of $4.8
million or 33.3% and $10.5 million or 39.2%, respectively. The increases in
terminaling services revenues for the three and six months ended June 30, 2001,
compared to the same periods in 2000, were primarily the result of improved
leasing of our available capacity, higher average lease rates, additional
barrels of throughput, and higher vessel calls.

         As of June 30, 2001, approximately 69.3% of our total storage capacity
was leased pursuant to long-term contracts at our St. Eustatius and Point Tupper
locations. For the six months ended June 30, 2001, approximately 54.9% of our
storage and throughput revenues, excluding related ancillary services, were
derived from long-term contracts.


                                    Page 10
<PAGE>   13
       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (CONTINUED)


         Revenues from terminaling services at St. Eustatius increased
approximately $2.3 million or 23.6% and $5.5 million or 29.2% during the three
and six months ended June 30, 2001, respectively, as compared to the same
periods of 2000. The increases in revenues from terminaling services were due
primarily to increased cargo vessel calls and a higher percentage of storage
capacity leased. Twenty-seven and fifty-three additional cargo vessels
(excluding vessels calling only to take on bunker fuel) called at the St.
Eustatius facility during the three and six months ended June 30, 2001, than
during the same periods of 2000, resulting in higher revenues from port charges.
Additionally, during the three and six months ended June 30, 2001, throughput
increased 65.4% and 73.9%, respectively, as compared to the same periods of
2000.

         For the three and six months ended June 30, 2001, the overall
percentage of capacity leased at St. Eustatius was 93% and 94% as compared to
87% and 82% for the same periods of 2000, primarily reflecting increases in the
percentage of capacity leased for fuel oil storage. The increase in the
percentage of capacity leased for fuel oil storage resulted principally from new
short-term and long-term product storage contracts. During the three and six
months ended June 30, 2001, our average revenue per barrel leased has increased
for this facility.

         Revenues from terminaling services at Point Tupper increased
approximately $2.4 million or 55.3% and $4.9 million or 63.4% during the three
and six months ended June 30, 2001, respectively, as compared to the same
periods of 2000. The increases in revenues from terminaling services were due
primarily to a higher percentage of tank capacity leased resulting from new
short-term storage contracts, a long-term crude oil storage contract, and from
increased throughput of crude oil. The percentage of tank capacity leased at
Point Tupper was 85% and 83% for the three and six months ended June 30, 2001 as
compared to 65% and 62% for the same periods of 2000. Twenty-four and forty-five
additional cargo vessels called during the three and six months ended June 30,
2001, as compared to the same periods of 2000, which led to higher revenues from
port charges at this facility. During the three and six months ended June 30,
2001, our average revenue per barrel leased has increased for this facility.

         Revenues from product sales were $34.8 million and $66.9 million for
the three and six months ended June 30, 2001, compared to $39.9 million and
$69.8 million for the same periods of 2000, representing decreases of $5.1
million or 12.9% and $2.9 million or 4.2%, respectively. The decreases were
primarily due to lower average selling prices. Average selling prices decreased
12.4% and 7.6% when comparing the three and six months ended June 30, 2001, with
the same periods of 2000. Metric tons of bunkers and bulk product delivered
decreased 0.6% and increased 3.7% during the three and six months ended June 30,
2001, respectively, as compared to the same periods of 2000.

GROSS PROFIT

         Gross profit for the three and six months ended June 30, 2001, was $9.8
million and $19.3 million compared to $6.1 million and $10.2 million for the
same periods of 2000, representing increases of $3.7 million or 60.2% and $9.1
million or 90.0%, respectively. The increases in gross profit for the three and
six months ended June 30, 2001, were primarily the result of the increased
revenues from terminaling services discussed above. Additionally, during the six
months ended June 30, 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.

         Gross profit from our product sales segment for the three and six
months ended June 30, 2001, was $2.0 million and $4.3 million compared to $1.9
million and $3.6 million for the same periods of 2000, representing increases of
$0.1 million or 9.6% and $0.7 million or 19.3%, respectively. These increases in
gross profit from product sales are primarily due to higher quantities of bunker
fuels delivered and higher margins realized due to improved purchasing of
products. We have recently experienced a decrease in demand for bulk oil sales
in the Caribbean, which has partially offset these increases.




                                    Page 11
<PAGE>   14

       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (CONTINUED)


         Our operating expenses, which are included in costs of revenues, are
relatively fixed. However, operating expenses at both St. Eustatius and Point
Tupper have increased during the three and six months ended June 30, 2001, as
compared to the same periods of 2000, primarily due to increased contract labor
and marine equipment expenses resulting from the significantly higher throughput
and number of vessels working cargo at both facilities.

ADMINISTRATIVE EXPENSES

         Administrative expenses were $2.6 million and $5.4 million for the
three and six months ended June 30, 2001, as compared to $2.4 million and $4.7
million for the same periods of 2000, representing increases of $0.2 million or
8.8% and $0.7 million or 14.8%, respectively. The increases during the three and
six months ended June 30, 2001, as compared to the same periods of 2000, were
primarily the result of higher personnel costs (including certain
performance-based compensation) and depreciation, and costs associated with
marketing and development projects.

INTEREST EXPENSE

         During the three and six months ended June 30, 2001, we incurred $3.2
million and $6.6 million of debt service costs compared to $3.2 million and $6.4
million for the same periods of 2000, representing increases of $0.05 million or
1.7% and $0.2 million or 4.2%, respectively. The increases during the three and
six months ended June 30, 2001, as compared to the same periods of 2000, were
primarily due to interest on equipment financing secured by the M/V STATIA
RESPONDER, which is discussed further below. 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 (BENEFIT FROM) INCOME TAXES

         The provision for income taxes was $0.5 million for the six months
ended June 30, 2001. The provisions for income taxes were $0.3 million and $0.5
million for the three and six months ended June 30, 2000. As a result of certain
positions taken with respect to tax returns for periods prior to January 1,
2001, during the three months ended June 30, 2001, we reversed a tax provision
established during the first quarter of 2001. Consequently, we recognized a
benefit from income taxes of $0.03 million during the three months ended June
30, 2001.

NET INCOME (LOSS)

         The Company produced net income of $4.1 million and $7.3 million for
the three and six months ended June 30, 2001, as compared to net income of $0.3
million and a net loss of $1.3 million for the same periods of 2000,
representing improvements of $3.8 million and $8.6 million, respectively. These
improvements were primarily attributable to the increased gross profit discussed
above.

SELECTED PROJECTED FINANCIAL INFORMATION


         The 2001 year end results will be dictated by numerous market factors,
including the general direction of world economies, the crude oil production
decisions of the Organization of Petroleum Exporting Countries, the relationship
of natural gas prices to fuel oil prices, overall gasoline and diesel oil
supplies throughout the Americas, longer term effects of competition for
products we sell, and ultimately our ability to renew or replace existing
storage contracts.  We are projecting that Adjusted EBITDA for the year ending
December 31, 2001, will range between $35.0 million and $41.0 million;
corresponding to diluted earnings per class A common share between $0.83 and
$1.46. Adjusted EBITDA for the third and fourth quarters of 2001 is presently
anticipated to fall between $7.5 million and $10.5 million for each quarter.



                                    Page 12
<PAGE>   15
       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 $13.6 million and $8.2
million for the six months ended June 30, 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, 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
June 30, 2001, we had an inventory balance of $1.4 million compared to $1.6
million at December 31, 2000.

CASH FLOW FROM INVESTING ACTIVITIES

         Net cash used in investing activities, consisting primarily of
purchases of property and equipment, was $3.8 million and $4.1 million for the
six months ended June 30, 2001 and 2000, respectively. See the table below
entitled "Summary of Capital Expenditures by Type." During the three months
ended September 30, 2000, we acquired an interest for $0.5 million in a
technology investment company which holds an investment in a company providing
on-line trading of certain petroleum products. During the three months ended
March 31, 2001, we invested an additional $0.1 million in the technology
investment company. In April 2001, we provided the online petroleum products
trading company $0.03 million in the form of a convertible loan due August 31,
2001.

CASH FLOW FROM FINANCING ACTIVITIES

         As more fully discussed in our Annual Report on Form 10-K for the year
ended December 31, 2000, under our articles of incorporation we are required to
distribute to our shareholders all of our "available cash" (as defined therein)
generated from operations. "Available cash" as defined generally includes cash
from various sources after deducting such reserves as our board of directors may
deem necessary or appropriate to provide for the proper conduct of our business,
including future capital expenditures, anticipated operational needs, and to
comply with debt obligations.

         On February 14, 2001, we paid $1.2 million to holders of our class A
common shares, representing a distribution of $0.20 per share. The $0.25 per
share difference between the declared distribution and the target quarterly
distribution of $0.45 per share represents an arrearage which must be paid from
future available cash. On May 15, 2001, we paid $2.7 million to holders of our
class A common shares, representing a distribution of $0.45 per share.

         On July 24, 2001, our board of directors declared a distribution of
$0.45 per share on the class A common shares payable on August 14, 2001, to
shareholders of record on July 31, 2001. Since the distribution equals the
target quarterly distribution rate stated in our articles of incorporation, the
aggregate class A common share arrearage remains unchanged at $1.60 per share.

         As of June 30, 2001, and August 14, 2001, we had acquired 1,586,747
class A common shares, at an aggregate cost of $11.1 million. As conditions
warrant, we intend to continue periodic open market purchases of our class A
common shares under our stock purchase program.



                                    Page 13
<PAGE>   16
       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (CONTINUED)


         On January 24, 2001, options to purchase 235,500 shares of class A
common shares were granted to certain of our employees and non-employee
directors at an exercise price of $8.094 per share, representing the fair market
value of the class A common shares on the date of grant. These options were
granted pursuant to our 1999 share option plan and generally vest in proportion
to the conversion of our class B subordinated shares to class A common shares
over the subordination period, as defined in our articles of incorporation. As
of August 14, 2001, options on 684,000 shares of class A common shares remained
available for grant under our existing stock option plan.

         As of August 14, 2001, no event of default existed and was continuing
under the indenture to our 11 3/4% mortgage notes of which $101.0 million are
outstanding. The consolidated fixed charge coverage ratio as defined in the
indenture was at least 2.0 to 1 at June 30, 2001. Additionally, at June 30,
2001, the sum of Statia Terminals International's dividends, restricted
payments, aggregate consolidated net income (deficit) and capital stock proceeds
was approximately $16.3 million.

         We have a $17.5 million revolving credit facility secured by our
accounts receivable and oil inventory, which renews annually under the original
terms of the agreement unless otherwise canceled by either party. The revolving
credit facility is available for working capital needs and letter of credit
financing, and it permits us to borrow in accordance with a defined available
borrowing base, which was approximately $9.7 million at June 30, 2001. The
revolving credit facility bears interest at the prime rate plus 0.50% per annum
(7.25% at August 14, 2001) and will expire on November 27, 2001. There was no
outstanding balance at June 30, 2001.

         In March 2000, the ownership of the M/V STATIA RESPONDER, an emergency
response and maintenance vessel, was transferred from one of our existing
subsidiaries to a newly created subsidiary. In December 2000, this newly created
subsidiary borrowed $7.0 million from an equipment financing company utilizing
the vessel as collateral. The loan requires monthly payments of principal and
interest over six years. Interest accrues at three month London InterBank
Offered Rates plus 3.2% (6.79% at August 14, 2001) and adjusts each month. The
loan is subject to certain financial covenants, the most restrictive of which
include, but are not limited to, the following: (i) a debt service coverage
ratio of at least 1.50 to 1, (ii) the maintenance of $70.0 million of net worth,
and (iii) the maintenance of specified insurance coverage limits on the
collateral. We are in compliance with the financial covenants of the loan.
During the six months ended June 30, 2001, we repaid $0.5 million of the loan
principal.

         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, 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.

         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.

         It is anticipated that any common share arrearages will not adversely
impact our ability to repay or refinance the mortgage notes since the mortgage
notes are obligations of two of our subsidiaries, not of Statia Terminals Group.
Depending on the terms and conditions of any refinancing of the mortgage notes,
our ability to pay the target quarterly distributions and common share
arrearages may be impacted.





                                    Page 14
<PAGE>   17

       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (CONTINUED)


CAPITAL EXPENDITURES

         Our projected capital spending for 2001 will range between $6.0 million
and $8.0 million primarily 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)

<TABLE>
<CAPTION>

                                                             Three Months Ended June 30,
                                                 --------------------------------------------------
                                                          2000                       2001
                                                 ----------------------      ----------------------
                                                                 % of                       % of
                                                 Dollars         Total       Dollars         Total
                                                 --------       -------      --------       -------
<S>                                              <C>             <C>          <C>            <C>
Produce incremental revenues                      $   62            4.5%      $  235           14.1%
Operations sustaining capital expenditures         1,321           95.5        1,433           85.9
                                                  ------        -------       ------        -------
    Total                                         $1,383          100.0%      $1,668          100.0%
                                                  ======        =======       ======        =======

</TABLE>


<TABLE>
<CAPTION>

                                                              Six Months Ended June 30,
                                                 --------------------------------------------------
                                                          2000                       2001
                                                 ----------------------      ----------------------
                                                                 % of                       % of
                                                 Dollars         Total       Dollars         Total
                                                 --------       -------      --------       -------
<S>                                              <C>             <C>          <C>            <C>
Produce incremental revenues                      $  146            3.5%      $  515           14.0%
Operations sustaining capital expenditures         3,996           96.5        3,162           86.0
                                                  ------        -------       ------        -------
    Total                                         $4,142          100.0%      $3,677          100.0%
                                                  ======        =======       ======        =======

</TABLE>

         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 2004. This project,
like any project in which we may become involved, will require adequate
prospective returns in order to be developed. Through June 30, 2001 and July 31,
2001, we have capitalized $0.9 million and $1.0 million, respectively, related
to this project of which approximately $0.4 million was capitalized during the
six months ended June 30, 2001. Should this or any project be abandoned, we may
incur an immediate charge to write-off any amounts capitalized.

          We continue to review and develop certain software applications used
in the operations of our marine terminals and certain internally developed
applications intended to upgrade the existing software. In addition, we are
evaluating the suitability of commercially available software including
possible integration of third-party software with our systems. The ultimate
outcome of this effort may result in a decision to enhance or replace the
existing and internally developed applications or abandon this software. As of
June 30, 2001, net third-party capitalized costs related to the development and
enhancement of these applications were approximately $0.8 million.


                                    Page 15
<PAGE>   18
       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (CONTINUED)

ENVIRONMENTAL, HEALTH, AND SAFETY MATTERS

         In connection with the acquisition of certain companies from Praxair,
Inc. by Castle Harlan Partners II L.P. (the "Castle Harlan Acquisition"),
studies were undertaken by and for Praxair, Inc. to identify potential
environmental, health, and safety matters. Certain matters involving potential
environmental costs were identified at the Point Tupper facility. Praxair, Inc.
has agreed to pay for certain of these environmental costs subject to certain
limitations. Praxair, Inc. has paid approximately $5.6 million during the
period from November 27, 1996, to June 30, 2001, related to such costs. Based
on investigations conducted and information available to date, the potential
costs of additional remediation and compliance is estimated at approximately
$13 million, substantially all of which we believe is the responsibility of
Praxair, Inc. per the Castle Harlan Acquisition agreement. We believe that
environmental, health, and safety costs will not have a material adverse effect
on our financial position, cash flows, or results of operations, subject to
reimbursements from Praxair, Inc.

         We have also identified certain other environmental, health, and
safety costs not covered by the agreement with Praxair, Inc. for which $1.5
million were accrued in 1996 in conjunction with Castle Harlan Acquisition, of
which $1.1 million remained at December 31, 2000. During the six months ended
June 30, 2001, $0.04 million were expended against this accrual. During the six
months ended June 30, 2001, we identified certain other environmental, health,
and safety costs not covered by the agreement with Praxair, Inc. and accrued
$0.05 million related to these costs, against which $0.03 million were expended
through June 30, 2001.

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 a modified and
extended agreement are in progress, and we believe that, although some terms and
conditions will be modified from those of the prior agreement and that the
amounts payable may increase or decrease, we believe that the execution of a new
extended 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 recently
released a proposed Statement of Position entitled "Accounting for Certain Costs
and Activities Related to Property, Plant, and Equipment." 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.

         The Financial Accounting Standards Board is expected to shortly issue
SFAS No. 143, "Accounting for Asset Retirement Obligations." The new rule is
expected to modify the accounting rules for obligations associated with the
retirement of an asset. We have not determined whether or not the ultimate
implementation of this standard by us will have a material effect on our
business, financial condition, results of operations, or cash flows.




                                    Page 16
<PAGE>   19


       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 June 30, 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 June 30, 2001
                                            ----------------------------------
                                            Carrying Amount         Fair Value
                                            ---------------         ----------
Petroleum Inventory:
    Statia Terminals N.V.                      $   1,306             $  1,651
    Statia Terminals Canada                           71                  140
                                               ---------             --------
        Total                                  $   1,377             $  1,791
                                               =========             ========

         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. Most of our present debt
obligations carry a fixed rate of interest. The revolving credit facility varies
with changes in the lender's prime lending rate, and the loan collateralized by
the M/V STATIA RESPONDER is indexed to three month London InterBank Offered
Rates. Therefore, we believe our exposure to interest rate fluctuations is
minimal.




                                    Page 17
<PAGE>   20

                           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.

        The Annual General Meeting of Shareholders of the Company was held on
April 17, 2001. At the meeting, the Company's shareholders voted:

Item 1.  To appoint Dr. Jonathan Spicehandler and Mr. Ernest Voges as class A
         directors of the Company to serve until April 28, 2007.  The following
         are the results for this item given in number of shares:

                       NOMINEE                           FOR          WITHHELD
                       -------                        ---------       ---------
          Position 1:  Jonathan R. Spicehandler       5,066,747          51,850
          Position 1:  Neill E. Andre de la Porte       147,650       4,805,573

          Position 2:  Ernest Voges                   5,057,375          87,258
          Position 2:  Neill E. Andre de la Porte       213,872       4,770,415

Item 2.  To amend Article 10, Paragraph 4, of the Company's articles of
         incorporation to provide that the Board of Directors shall nominate one
         person for each director vacancy instead of two.

Item 3.  To determine, set, and adopt the Company's balance sheet and profit
         and loss accounts for the fiscal year ended December 31, 2000.

Item 4.  To approve, ratify, and adopt the distributions in the amount of
         US$0.45 per class A common share for the fiscal year ended December 31,
         2000.

Item 5.  To approve the appointment of Arthur Andersen LLP as the Company's
         independent accountants to audit the Company's financial statements and
         perform other tasks consistent with such appointment until the next
         Annual General Meeting of Shareholders.

         Following are the results for items 2 through 5 given in number of
         shares:

                                 FOR               AGAINST             ABSTAIN
                              ---------            -------             -------
            Item 2.           5,233,864            167,772             41,300
            Item 3.           5,376,587             15,449             50,900
            Item 4.           5,292,317            112,179             38,440
            Item 5.           5,397,098             13,863             31,975





                                    Page 18
<PAGE>   21
                    PART II - OTHER INFORMATION - (Continued)

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.

(a)  Exhibits

         10.3e    Amendment, dated as of June 26, 2001 to (i) the Storage and
                  Throughput Agreement and (ii) the Marine Fuel Agreement.

(b)  Reports on Form 8-K

         None.






                                    Page 19
<PAGE>   22

                                   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 GROUP N.V.
                                                    (Registrant)
Date:    August 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)





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