UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| (Mark One) | |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2003 |
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or |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to |
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Commission file number 1-16017
ORIENT-EXPRESS HOTELS LTD.
(Exact name of registrant as specified in its charter)
| Bermuda (State or other jurisdiction of incorporation or organization) |
98-0223493 (I.R.S. Employer Identification No.) |
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41 Cedar Avenue P.O. Box HM 1179 Hamilton HMEX, Bermuda (Address of principal executive offices) (Zip Code) |
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441-295-2244 (Registrant's telephone number, including area code) |
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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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (under Rule 12b-2 of the Exchange Act). Yes ý No o
As of April 30, 2003, 28,340,601 Class A common shares and 20,503,877 Class B common shares of Orient-Express Hotels Ltd. were outstanding, including 18,044,478 Class B shares owned by a subsidiary of Orient-Express Hotels Ltd. and 11,943,901 Class A shares and 2,459,399 Class B shares owned by Sea Containers Ltd.
Orient-Express Hotels Ltd. and Subsidiaries
Consolidated Balance Sheets
| |
March 31, 2003 |
December 31, 2002 |
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|---|---|---|---|---|---|---|---|---|
| |
(unaudited) |
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| |
(Dollars in thousands) |
|||||||
| Assets | ||||||||
| Cash and cash equivalents | $ | 39,670 | $ | 37,860 | ||||
| Accounts receivable, net of allowances of $628 and $592 | 61,982 | 55,324 | ||||||
| Inventories | 23,425 | 22,838 | ||||||
| Total current assets | 125,077 | 116,022 | ||||||
Property, plant and equipment, net of accumulated depreciation of $106,515 and $101,238 |
771,378 |
757,402 |
||||||
| Investments | 82,196 | 85,159 | ||||||
| Goodwill | 29,529 | 29,529 | ||||||
| Other assets | 10,086 | 10,420 | ||||||
| $ | 1,018,266 | $ | 998,532 | |||||
Liabilities and Shareholders' Equity |
||||||||
| Working capital facilities | $ | 29,749 | $ | 23,800 | ||||
| Accounts payable | 22,382 | 20,271 | ||||||
| Accrued liabilities | 47,085 | 46,831 | ||||||
| Deferred revenue | 20,512 | 15,107 | ||||||
| Current portion of long-term debt and capital leases | 51,007 | 37,243 | ||||||
| Total current liabilities | 170,735 | 143,252 | ||||||
Long-term debt and obligations under capital lease |
418,579 |
421,773 |
||||||
| Deferred income taxes | 1,909 | 3,330 | ||||||
| 591,223 | 568,355 | |||||||
| Minority interest | 3,883 | 3,695 | ||||||
| Preferred shares $0.01 par value (30,000,000 shares authorized, issued nil) | | | ||||||
Shareholders' equity: |
||||||||
| Class A common shares $0.01 par value 120,000,000 shares authorized): Issued28,340,601 | 283 | 283 | ||||||
| Class B common shares $0.01 par value (120,000,000 shares authorized): Issued20,503,877 | 205 | 205 | ||||||
| Additional paid-in capital | 226,963 | 226,963 | ||||||
| Retained earnings | 226,267 | 228,875 | ||||||
| Accumulated other comprehensive loss, net of income taxes | (30,377 | ) | (29,663 | ) | ||||
| Less: reduction due to Class B common shares owned by a subsidiary18,044,478 | (181 | ) | (181 | ) | ||||
| Total shareholders' equity | 423,160 | 426,482 | ||||||
| Commitments and contingencies | ||||||||
| $ | 1,018,266 | $ | 998,532 | |||||
See notes to consolidated financial statements.
2
Orient-Express Hotels Ltd. and Subsidiaries
Statements of Consolidated Operations (unaudited)
| Three months ended March 31, |
2003 |
2002 |
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|---|---|---|---|---|---|---|---|---|
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(Dollars in thousands, except per share amounts) |
|||||||
| Revenue | $ | 60,409 | $ | 51,689 | ||||
| Earnings from unconsolidated companies | 1,145 | 1,981 | ||||||
| 61,554 | 53,670 | |||||||
Expenses: |
||||||||
| Depreciation and amortization | 5,464 | 4,345 | ||||||
| Operating | 30,839 | 24,783 | ||||||
| Selling, general and administrative | 23,385 | 19,207 | ||||||
| Total expenses | 59,688 | 48,335 | ||||||
Earnings from operations before net finance costs |
1,866 |
5,335 |
||||||
| Interest expense, net | (4,823 | ) | (4,824 | ) | ||||
| Interest and related (expense)/income | (148 | ) | 1 | |||||
| Net finance costs | (4,971 | ) | (4,823 | ) | ||||
(Losses)/earnings before income taxes |
(3,105 |
) |
512 |
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(Benefit from)/provision for income taxes |
(497 |
) |
72 |
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Net (losses)/earnings |
$ |
(2,608 |
) |
$ |
440 |
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| Net (losses)/earnings per class A and class B common share: | ||||||||
| Basic and diluted | $ | (0.08 | ) | $ | 0.01 | |||
See notes to consolidated financial statements.
3
Orient-Express Hotels Ltd. and Subsidiaries
Statements of Consolidated Cash Flows (unaudited)
| Three months ended March 31, |
2003 |
2002 |
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|---|---|---|---|---|---|---|---|---|---|---|---|
| |
(Dollars in thousands) |
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| Cash flows from operating activities: | |||||||||||
| Net (losses)/earnings | $ | (2,608 | ) | $ | 440 | ||||||
| Adjustments to reconcile net (losses)/earnings to net cash provided by (used in) operating activities: | |||||||||||
| Depreciation and amortization | 5,464 | 4,345 | |||||||||
| Undistributed earnings of affiliates | (348 | ) | (353 | ) | |||||||
| Other non-cash items | (1,525 | ) | 65 | ||||||||
| Change in assets and liabilities net of effects from acquisition of subsidiaries: | |||||||||||
| Decrease in accounts receivable | 2,733 | 573 | |||||||||
| Increase in inventories | (394 | ) | (502 | ) | |||||||
| Decrease in accounts payable, accrued liabilities and deferred revenue | (1,957 | ) | (6,198 | ) | |||||||
| Total adjustments | 4,669 | (2,070 | ) | ||||||||
| Net cash provided by/(used in) operating activities | 2,061 | (1,630 | ) | ||||||||
Cash flows from investing activities: |
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| Capital expenditures | (12,608 | ) | (11,140 | ) | |||||||
| Acquisitions and investments, net of cash acquired | (1,202 | ) | (47,351 | ) | |||||||
| Proceeds from sale of fixed assets and other | 28 | 70 | |||||||||
| Net cash used in investing activities | (13,782 | ) | (58,421 | ) | |||||||
Cash flows from financing activities: |
|||||||||||
| Net proceeds from working capital facilities and redrawable loans | 5,773 | 5,074 | |||||||||
| Issuance of long-term debt | 15,322 | 26,383 | |||||||||
| Principal payments under long-term debt | (7,912 | ) | (6,754 | ) | |||||||
| Net cash provided by financing activities | 13,183 | 24,703 | |||||||||
| Effect of exchange rate changes on cash | 348 | (209 | ) | ||||||||
| Net increase/(decrease) in cash | 1,810 | (35,557 | ) | ||||||||
| Cash and cash equivalents at beginning of period | 37,860 | 57,863 | |||||||||
| Cash and cash equivalents at end of period | $ | 39,670 | $ | 22,306 | |||||||
See notes to consolidated financial statements.
4
Orient-Express Hotels Ltd. and Subsidiaries
Statements of Consolidated Shareholders' Equity (unaudited)
| (Dollars in thousands) |
Class A Common Shares at Par Value |
Class B Common Shares at Par Value |
Additional Paid-In Capital |
Retained Earnings |
Accumulated Other Comprehensive Income/(Loss) |
Common Shares Owned by Subsidiary |
Total Comprehensive Income/(Loss) |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance, January 1, 2003 | $ | 283 | $ | 205 | $ | 226,963 | $ | 228,875 | $ | (29,663 | ) | $ | (181 | ) | |||||||||
| Comprehensive income: | |||||||||||||||||||||||
| Net losses on common shares for the period | (2,608 | ) | $ | (2,608 | ) | ||||||||||||||||||
| Other comprehensive income | (714 | ) | (714 | ) | |||||||||||||||||||
| $ | (3,322 | ) | |||||||||||||||||||||
| Balance, March 31, 2003 | $ | 283 | $ | 205 | $ | 226,963 | $ | 226,267 | $ | (30,377 | ) | $ | (181 | ) | |||||||||
See notes to consolidated financial statements.
5
Orient-Express Hotels Ltd. and Subsidiaries
Notes to Consolidated Financial Statements
1. Basis of financial statement presentation
(a) Accounting policies
In this report Orient-Express Hotels Ltd. is referred to as the "Company", and the Company and its subsidiaries are referred to collectively as "OEH". At March 31, 2003, Sea Containers Ltd., a Bermuda company ("SCL"), owned 47% of the equity shares in the Company.
For a description of significant accounting policies and basis of presentation, see Notes 1, 4 and 14 to the consolidated financial statements in the 2002 Form 10-K annual report. "SFAS" means Statement of Financial Accounting Standard and "FIN" means Financial Interpretation, both of the Financial Accounting Standards Board.
In the opinion of management, all adjustments necessary for a fair statement of the results of operations for the three months ended March 31, 2003 and 2002, which are all of a normal recurring nature, have been reflected in the information provided.
(b) Net (losses) earnings per share
The number of shares used in computing basic and diluted (losses) earnings per share was as follows (in thousands):
| Three months ended March 31, |
2003 |
2002 |
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|---|---|---|---|---|
| Basic and diluted | 30,800 | 30,800 | ||
For the three months ended March 31, 2003 and 2002, the anti-dilutive effect of stock options on 279,307 and 34,711 class A common shares, respectively, was excluded from the computation of diluted earnings per share.
(c) Derivative financial instruments
As reported in Note 1(s) to the financial statements in the 2002 Form 10-K annual report, the Company adopted with effect on January 1, 2001, SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS No. 137 and No. 138. For the three months ended March 31, 2003 and 2002, the change in the fair market value of derivative instruments resulted in a credit of $83,000 and a charge of $844,000, respectively, to other comprehensive income/(loss).
The components of comprehensive income/(loss) are as follows (dollars in thousands):
| Three months ended March 31, |
2003 |
2002 |
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|---|---|---|---|---|---|---|---|
| Net (losses)/earnings on common shares | $ | (2,608 | ) | $ | 440 | ||
| Other comprehensive income/(loss): | |||||||
| Foreign currency translation adjustments | (631 | ) | 310 | ||||
| Changes in fair value of derivatives | (83 | ) | 844 | ||||
| Comprehensive (loss)/income | $ | (3,322 | ) | $ | 1,594 | ||
(d) Stock-based compensation
OEH's compensation cost for share options is measured as the excess, if any, of the quoted market price of the Company's shares at the date of the grant over the amount an employee must pay to
6
acquire the shares, in accordance with the intrinsic value method under Accounting Principles Board Opinion No. 25. If compensation cost for the Company's stock option plan had been determined based on fair values as of the date of grant, OEH's net (losses) earnings and (losses) earnings per share would have been reported as follows (dollars in thousands, except in share amounts):
| Three months ended March 31, |
2003 |
2002 |
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|---|---|---|---|---|---|---|---|
| Net (losses) earnings on common shares: | |||||||
| As reported | $ | (2,608 | ) | $ | 440 | ||
| Deduct: Total stock-based employee compensation expense determined under fair value based method, net of related tax | (150 | ) | (525 | ) | |||
| Pro forma | $ | (2,758 | ) | $ | (85 | ) | |
Basic and diluted (losses) earnings per share: |
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| As reported | $ | (0.08 | ) | $ | 0.01 | ||
| Pro forma | $ | (0.09 | ) | $ | | ||
The pro forma figures in the preceding table may not be representative of pro forma amounts in future years.
7
2. Significant acquisitions and investments
In February 2002, OEH acquired the hotel La Residencia in Mallorca, Spain and the hotel Le Manoir aux Quat'Saisons in Oxfordshire, England and a 50% interest in a group of four restaurants called Le Petit Blanc in England, all for approximately $40,000,000. The price was paid largely with bank mortgage finance.
In March 2002, OEH acquired for approximately $7,500,000 a 75% share interest in Maroma Resort and Spa near Cancun, Mexico. The purchase price was paid in cash, with $1,000,000 paid in March 2003.
No goodwill was recognized in these transactions. These acquisitions have been accounted for as a purchase in accordance with SFAS No. 141, Business Combinations.
The results of these operations have been included in the consolidated financial results of OEH from the dates of acquisition, and the assets and liabilities of the acquired companies have been recorded at their fair value at the dates of acquisition. The proforma impact on results, had these acquisitions occurred on January 1, 2002, is not material.
3. Property, plant and equipment
The major classes of property, plant and equipment are as follows (dollars in thousands):
| |
March 31, 2003 |
December 31, 2002 |
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|---|---|---|---|---|---|---|---|
| Freehold and leased land and buildings | $ | 638,691 | $ | 630,638 | |||
| Machinery and equipment | 118,984 | 123,716 | |||||
| Fixtures, fittings and office equipment | 103,970 | 88,056 | |||||
| River cruiseship | 16,248 | 16,230 | |||||
| 877,893 | 858,640 | ||||||
| Less: accumulated depreciation | (106,515 | ) | (101,238 | ) | |||
| $ | 771,378 | $ | 757,402 | ||||
At March 31, 2003, the balance under capital lease for land and buildings was $9,610,000 (December 31, 2002$9,527,000), for machinery and equipment $2,075,000 (December 31, 2002$2,039,000), and for fixtures and fittings $950,000 (December 31, 2002$945,000). Accumulated depreciation related to assets under capital lease at March 31, 2003 was $1,220,000 (December 31, 2002$1,075,000).
8
4. Long-term debt and obligations under capital lease
Long-term debt consists of the following (dollars in thousands):
| |
March 31, 2003 |
December 31, 2002 |
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|---|---|---|---|---|---|---|
| Loans from banks secured by property, plant and equipment payable over periods of 1 to 12 years, with a weighted average interest rate of 4.23% and 4.30%, respectively, primarily based on LIBOR | $ | 451,597 | $ | 440,357 | ||
| Loan secured by a river cruiseship payable over 5 years, with a weighted average interest rate of 3.05% and 3.47%, respectively, based on LIBOR | 3,500 | 4,000 | ||||
| Obligations under capital lease | 14,489 | 14,659 | ||||
| 469,586 | 459,016 | |||||
| Less: current portion | 51,007 | 37,243 | ||||
| $ | 418,579 | $ | 421,773 | |||
Certain credit agreements of OEH have restrictive covenants. At March 31, 2003, OEH was in compliance with these covenants. OEH does not currently have any covenants in any of its loan agreements which limit the payment of dividends.
The following is a summary of the aggregate maturities of long-term debt, including obligations under capital lease, at March 31, 2003 (dollars in thousands):
| Year ending December 31, |
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|---|---|---|---|
| 2004 | $ | 40,185 | |
| 2005 | 53,542 | ||
| 2006 | 96,550 | ||
| 2007 | 89,803 | ||
| 2008 and thereafter | 138,499 | ||
| $ | 418,579 | ||
The interest rates on substantially all of OEH's long-term debt are adjusted regularly to reflect current market rates. Accordingly, the carrying amounts of OEH's long-term debt also approximate fair value.
9
5. Income taxes
Income taxes provided by OEH relate principally to its foreign subsidiaries as pre-tax income is primarily foreign. The (benefit) provision for income taxes consists of the following (dollars in thousands):
| Three months ended March 31, 2003 |
Current |
Deferred |
Total |
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|---|---|---|---|---|---|---|---|---|---|---|
| United States | $ | 380 | $ | 127 | $ | 507 | ||||
| Other foreign | 677 | (1,681 | ) | (1,004 | ) | |||||
| $ | 1,057 | $ | (1,554 | ) | $ | (497 | ) | |||
Three months ended March 31, 2002 |
Current |
Deferred |
Total |
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|---|---|---|---|---|---|---|---|---|---|---|
| United States | $ | 110 | $ | 150 | $ | 260 | ||||
| Other foreign | 751 | (939 | ) | (188 | ) | |||||
| $ | 861 | $ | (789 | ) | $ | 72 | ||||
The Company is incorporated in Bermuda, which does not impose an income tax. OEH's effective tax rate is entirely due to the income taxes imposed by jurisdictions in which OEH conducts business other than Bermuda.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following represents OEH's net deferred tax liabilities (dollars in thousands):
| |
March 31, 2003 |
December 31, 2002 |
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|---|---|---|---|---|---|---|---|
| Gross deferred tax assets | $ | 59,699 | $ | 58,145 | |||
| Less: Valuation allowance | (37,198 | ) | (37,198 | ) | |||
| Net deferred tax assets | 22,501 | 20,947 | |||||
| Deferred tax liabilities | (24,410 | ) | (24,277 | ) | |||
| Net deferred tax liabilities | $ | (1,909 | ) | $ | (3,330 | ) | |
The deferred tax assets consists of tax loss carryforwards and the future tax benefits of accrued pension costs recognized in other comprehensive income. The deferred tax liabilities consist primarily of differences between the tax basis of depreciable assets and the adjusted basis as reflected in the financial statements.
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6. Supplemental cash flow information
(Dollars in thousands):
| Three months ended March 31, |
2003 |
2002 |
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|---|---|---|---|---|---|---|---|
| Cash paid for: | |||||||
| Interest | $ | 4,721 | $ | 4,576 | |||
| Income taxes | $ | 859 | $ | 1,487 | |||
In conjunction with the acquisitions in 2002 (see Note 2), liabilities were assumed relating to non-cash investing and financing activities as follows: |
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Fair value of assets acquired |
$ |
|
$ |
58,651 |
|||
| Cash paid | | (47,500 | ) | ||||
| Liabilities assumed | $ | | $ | 11,151 | |||
7. Commitments
Outstanding contracts to purchase fixed assets were approximately $7,000,000 at March 31, 2003 (December 31, 2002$10,100,000).
8. Information concerning financial reporting for segments and operations in different geographical areas
As reported in the Company's 2002 Form 10-K annual report, OEH has two reporting segments, (i) hotels and restaurants and (ii) tourist trains and cruises. Financial information regarding these business segments is as follows, with net finance costs appearing net of capitalized interest and interest and related income (dollars in thousands):
| Three months ended March 31, |
2003 |
2002 |
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|---|---|---|---|---|---|---|---|---|
| Revenue: | ||||||||
| Hotels and restaurants | ||||||||
| Owned hotelsEurope | $ | 12,602 | $ | 10,281 | ||||
| North America | 19,270 | 16,557 | ||||||
| Rest of world | 17,439 | 14,544 | ||||||
| Hotel management/part ownership interests | 1,277 | 1,075 | ||||||
| Restaurants | 3,814 | 4,537 | ||||||
| 54,402 | 46,994 | |||||||
| Tourist trains and cruises | 6,007 | 4,695 | ||||||
| $ | 60,409 | $ | 51,689 | |||||
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| Three months ended March 31, |
2003 |
2002 |
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|---|---|---|---|---|---|---|---|---|
| Earnings from unconsolidated companies: | ||||||||
| Hotels and restaurants | ||||||||
| Hotel management/part ownership interests | $ | 1,131 | $ | 1,374 | ||||
| Restaurants | (76 | ) | 49 | |||||
| 1,055 | 1,423 | |||||||
| Tourist trains and cruises | 90 | 558 | ||||||
| $ | 1,145 | $ | ||||||