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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q

(Mark One)  

ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2003

or

o

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 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.)

41 Cedar Avenue
P.O. Box HM 1179
Hamilton HMEX, Bermuda

(Address of principal executive offices) (Zip Code)

441-295-2244
(Registrant's telephone number, including area code)

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.





PART I—FINANCIAL INFORMATION


Orient-Express Hotels Ltd. and Subsidiaries

Consolidated Balance Sheets

 
  March 31,
2003

  December 31,
2002

 
 
  (unaudited)

   
 
 
  (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): Issued—28,340,601     283     283  
  Class B common shares $0.01 par value (120,000,000 shares authorized): Issued—20,503,877     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 subsidiary—18,044,478     (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
 
 
  (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

 

(Benefit from)/provision for income taxes

 

 

(497

)

 

72

 
   
 
 

Net (losses)/earnings

 

$

(2,608

)

$

440

 
   
 
 
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
 
 
  (Dollars in thousands)

 
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:

 

 

 

 

 

 

 
  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)

 
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
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
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
 
               
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:

 

 

 

 

 

 

 
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

 
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

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,

 
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
 
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


 
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

 
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.

10


6.    Supplemental cash flow information
        
(Dollars in thousands):

Three months ended March 31,

  2003
  2002
 
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:

 

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
Revenue:            
  Hotels and restaurants            
    Owned hotels—Europe   $ 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
   
 

11


Three months ended March 31,

  2003
  2002
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   $