-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FYcKWqDhOqXG2q9RRWWvlhx7KoL/rvJQf1t1Z7Qb2FO99mBoKeBvKNIGO7VXox7x gPtQBaKaErJAKYodHf/e2w== 0001047469-03-036825.txt : 20031112 0001047469-03-036825.hdr.sgml : 20031111 20031112072147 ACCESSION NUMBER: 0001047469-03-036825 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031111 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORIENT EXPRESS HOTELS LTD CENTRAL INDEX KEY: 0001115836 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 980223493 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16017 FILM NUMBER: 03990425 BUSINESS ADDRESS: STREET 1: 41 CEDAR AVE STREET 2: PO BOX HM 1179 CITY: HAMILTON HM EX BERMU STATE: D0 ZIP: 00000 BUSINESS PHONE: 2127323200 MAIL ADDRESS: STREET 1: SEA CONTAINERS HOUSE STREET 2: 20 UPPER GROUND LONDON UK SEL 9PF 8-K 1 a2122507z8-k.htm 8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported) November 11, 2003

ORIENT-EXPRESS HOTELS LTD.
(Exact name of registrant as specified in its charter)

Bermuda
(State or other jurisdiction of incorporation)

001-16017
(Commission File Number)
  98-0223493
(I.R.S. Employer Identification No.)


22 VICTORIA STREET
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)

41 CEDAR AVENUE
P.O. BOX HM 1179
HAMILTON HMEX, BERMUDA
(Former name or former address, if changed since last report)





ITEM 7.    Financial Statements, Pro Forma Financial Information and Exhibits

(c)   Exhibits

99    News release dated November 11, 2003 regarding third quarter 2003 consolidated earnings.


ITEM 12.    Results of Operations and Financial Condition

        On November 11, 2003, the registrant announced its consolidated earnings for the third quarter 2003. The news release is attached as an Exhibit to this Current Report and incorporated herein by reference. The information in this Current Report is being furnished to the Commission.

2




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.

    ORIENT-EXPRESS HOTELS LTD.

 

 

By:

/s/  
EDWIN S. HETHERINGTON      
Edwin S. Hetherington
Secretary

Date: November 12, 2003

3




EXHIBIT INDEX

Exhibit Number

  Description

99   News release dated November 11, 2003

4




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SIGNATURES
EXHIBIT INDEX
EX-99 3 a2122507zex-99.htm EX-99
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Exhibit 99


[Orient-Express Hotels News Release]

 
   
Contact:   William W. Galvin
Tel: 203/618-9800

Patricia Harper
Orient-Express Hotels Inc.
Tel: 212/302-5055

ORIENT-EXPRESS HOTELS ANNOUNCES THIRD QUARTER AND NINE MONTHS RESULTS; DECLARES FIRST CASH DIVIDEND; SIGNS LETTER OF INTENT FOR ACQUISITION OF HOTEL GROUP.

        Hamilton, Bermuda, November 11, 2003 (4:30 p.m. EST)    Orient-Express Hotels Ltd. (NYSE: OEH, www.orient-express.com), owner of 39 deluxe hotel, restaurant, tourist train and river cruise properties in 17 countries, today announced its results for the third quarter and nine months ended September 30, 2003.

        Net earnings for the quarter were $8.2 million ($0.27 per common share) on revenue of $91.1 million, compared with net earnings of $9.1 million ($0.30 per common share) on revenue of $83.1 million in the third quarter of 2002. For the nine months net earnings were $15 million ($0.49 per common share) on revenue of $244.6 million, compared with net earnings of $21.1 million ($0.69 per common share) on revenue of $215.9 million in the first nine months of 2002.

        Mr. James B. Sherwood, Chairman, said that third quarter results were adversely impacted by Hurricane Isabel in September which caused heavy cancellations at Charleston Place in Charleston, S.C., The Inn at Perry Cabin in St. Michael's, Maryland and Keswick Hall in Charlottesville, Virginia. "Had it not been for this hurricane Orient-Express Hotels would have achieved third quarter earnings on a par with those in the third quarter of 2002," he said.

        Mr. Sherwood said that the new La Cabaña restaurant in Buenos Aires held its official opening on October 16th with a gala black tie party attended by many of Argentina's most distinguished residents. La Cabaña originally opened in 1933 and is the most famous restaurant in Argentina. It ceased operations in the 1990s and the name and contents were acquired by Orient-Express Hotels, a new location was purchased in the most fashionable district of Buenos Aires and the restaurant was reconstructed at reasonable cost after the collapse of the peso. Buenos Aires had 1.9 million visitors in 2002 and should achieve 3 million in 2003 and possibly 4 million in 2004. In addition to the main à la carte restaurant there are four banqueting rooms and an outdoor terrace offering a total of 200 covers.

        Mr. Sherwood announced that the board has decided to implement a program of quarterly cash dividends. Until now the company has not paid dividends since its initial public offering in August, 2000. The initial quarterly dividend has been set at 2.5 cents per common share. "Although it was fashionable during the last stock market "bubble" to reinvest all cash in the business for earnings growth, the new low U.S. tax rate on dividends and the fact that our competitors pay cash dividends have convinced the board it is time to commence a cash dividend payout to shareholders," Mr. Sherwood said. The first quarterly dividend will be paid on January 20, 2004 to shareholders of record January 5, 2004.

5



        Mr. Sherwood indicated that planning issues at the company's Hotel Caruso property in Ravello, Italy are finally being resolved and construction will shortly recommence. The hotel is expected to open in the spring of 2005.

        He also indicated that the company has signed a letter of intent which should lead to the acquisition of a group of unique hotel properties. Completion of the transaction is planned before year end. The confidentiality agreement signed with vendors prohibits disclosure until a binding contract is executed.

        Mr. Sherwood said that worldwide tourism and local conference and banqueting markets are holding up well, while international business travel is still weak. He said that Orient-Express Hotels is less reliant on international business travel than many other operators in the luxury market.

        On November 6th the company announced it had sold the Quinta do Lago Hotel in the Algarve, Portugal for strategic reasons and would report a significant gain in the fourth quarter. The price achieved was 16 times current year EBITDA. It also announced it had filed a registration statement for the sale of 3 million Class A common shares. The proceeds of these sales will be used primarily to fund acquisitions and expansion. "A number of interesting opportunities for investment are currently available and there are several important improvements to existing properties which will need funding additional to mortgage finance," he said.

        Mr. Simon M.C. Sherwood, President, said that average daily room rate of owned hotels in U.S. dollars was up 19% in the third quarter to $382 from $321 in the year earlier period. Same store RevPAR in U.S. dollars was up 9% to $212 from $194 in the year earlier period.

        He reviewed performance by region as follows:

        Europe.    EBITDA of owned hotels in Europe was $19 million in the third quarter compared with $16.6 million in the year earlier period. Italy and Spain were very strong, Portugal and France were weak and the U.K. was flat. Interestingly, there was a large increase in affluent Russian guests which helped to offset weaker demand from the U.S.

        North America.    EBITDA for the third quarter of owned hotels in North America was close to breakeven, slightly up on the year earlier period. This is low season for the company's Caribbean hotels and New Orleans because of the heat.

        Southern Africa.    EBITDA was close to breakeven in the third quarter, about $0.7 million worse than the year earlier period. The paucity of American tourists to African game reserves reduced earnings at the company's Botswana game lodges.

        South America.    EBITDA of owned hotels was $1 million compared with $1.5 million in the year earlier period, however, joint venture hotels and PeruRail results fully compensated for the decline so taken together the results were flat.

        South Pacific.    EBITDA for the third quarter was breakeven, down $0.8 million from the year earlier period. Major works are being undertaken at the Lilianfels and Bora Bora properties.

        Hotel management and part ownership.    Income was $3 million in the third quarter compared with $2.8 million in the year earlier period. Weakness in Charleston caused by the hurricane was more than offset by the Hotel Ritz in Madrid and Peruvian hotels.

        Restaurants.    EBITDA from restaurants in the third quarter was a loss of $0.5 million, a $0.2 million improvement over the prior year period. Both '21' Club and Harry's Bar are closed for part of the third quarter each year.

6



        Tourist trains and river cruises.    EBITDA in the third quarter was $1.9 million compared with $2.5 million in the year earlier period. Fewer Americans travelling on the Venice Simplon-Orient-Express were largely responsible for the decline. This was part of the general shunning of France by Americans which occurred this year due to French policy with respect to the Iraq war.

        Simon Sherwood indicated that depreciation in the third quarter had increased by $1.6 million over the prior year period, taxes were $0.2 million higher and finance costs were $0.7 million lower.

        "Revenue in the third quarter showed a healthy 10% increase over the prior year period from $83.1 million to $91.3 million but much of this increase was exchange rate related and was accompanied by corresponding cost increases. EBITDA was up 1% but larger depreciation and tax charges resulted in a 10% decline in net earnings. I think it is important to note that we have made a material increase in capacity this year which will translate into improved profits when that capacity is filled," he concluded.

*            *            *            *             *

        Management believes that EBITDA (earnings before interest, tax, depreciation and amortization) is a useful measure of operating performance, to help determine the ability to incur capital expenditure or service indebtedness, because it is not affected by non-operating factors such as leverage and the historic cost of assets. EBITDA is also a financial measure commonly used in the hotel and leisure industry. However, EBITDA does not represent cash flow from operations as defined by U.S. generally accepted accounting principles, is not necessarily indicative of cash available to fund all cash flow needs and should not be considered as an alternative to earnings from operations under U.S. generally accepted accounting principles for purposes of evaluating results of operations.

        This news release contains, in addition to historical information, forward-looking statements that involve risks and uncertainties. These include statements regarding earnings growth, investment plans and similar matters that are not historical facts. These statements are based on management's current expectations and are subject to a number of uncertainties and risks that could cause actual results to differ materially from those described in the forward-looking statements. Factors that may cause a difference include, but are not limited to, those mentioned in the news release, unknown effects on the travel and leisure markets of terrorist activity and any police or military response (including the recent Iraqi war and its aftermath), the unknown effects on those markets if a SARS epidemic recurs, varying customer demand and competitive considerations, realization of bookings and reservations as actual revenue, inability to sustain price increases or to reduce costs, interest rate and currency value fluctuations, uncertainty of negotiating and completing proposed capital expenditures and acquisitions, adequate sources of capital and acceptability of finance terms, possible loss or amendment of planning permits and changes in construction schedules for expansion projects, shifting patterns of business travel and tourism and seasonality of demand, adverse local weather conditions, changing global and regional economic conditions, and legislative, regulatory and political developments. Further information regarding these and other factors is included in the filings by the company and Sea Containers Ltd. with the U.S. Securities and Exchange Commission.

*            *            *            *             *

        Orient-Express Hotels will conduct a conference call on Wednesday, November 12, 2003 at 10.00 AM (EST) which is accessible at 212-896-6111. A re-play of the conference call will be available until 5.00 PM (EST) Friday, November 21, 2003 and can be accessed by calling 800-633-8284 (International dial-in #: 402 977 9140) and entering reservation number 21164445. A re-play will also be available on the company's website: www.orient-express.com.

7



ORIENT-EXPRESS HOTELS LTD

Three Months ended September 30, 2003

SUMMARY OF OPERATING RESULTS

 
  Three months ended
September 30

 
$'000

 
  2003
  2002
 
Revenue          
Owned hotels          
—Europe   45,666   39,582  
—North America   12,924   12,162  
—Rest of World   13,212   12,997  
Hotel management & part ownership interests   2,988   2,839  
Restaurants   2,567   2,176  
Trains & Cruises   13,776   13,332  
   
 
 
Total revenue   91,133   83,088  
   
 
 

Operating Profits

 

 

 

 

 
Owned hotels          
—Europe   19,048   16,571  
—North America   (117 ) (279 )
—Rest of World   869   2,816  
Hotel management & part ownership interests   2,988   2,839  
Restaurants   (487 ) (679 )
Trains & Cruises   1,899   2,547  
Central overheads   (3,126 ) (2,919 )
   
 
 
EBITDA   21,074   20,896  
Depreciation & Amortization   (6,736 ) (5,105 )
Interest   (4,600 ) (5,315 )
   
 
 
Earnings before Tax   9,738   10,476  
Tax   (1,558 ) (1,363 )
   
 
 
Net earnings on common shares   8,180   9,113  
   
 
 
Earnings per common share   0.27   0.30  
   
 
 
Number of shares—millions   30.80   30.80  
   
 
 

8



ORIENT-EXPRESS HOTELS LTD

Three Months ended September 30, 2003

SUMMARY OF OPERATING INFORMATION FOR OWNED HOTELS

 
  Three months ended September 30,
   
   
 
 
  2003
  2002
   
   
 
Average Daily Rate (in dollars)                  
  Europe   581   455          
  North America   253   249          
  Rest of World   211   191          
  Worldwide   382   321          

Rooms Sold (thousands)

 

 

 

 

 

 

 

 

 
  Europe   49   54          
  North America   30   28          
  Rest of World   35   41          
  Worldwide   114   123          

RevPar (in dollars)

 

 

 

 

 

 

 

 

 
  Europe   390   336          
  North America   151   147          
  Rest of World   88   95          
  Worldwide   210   194          

 

 

 

 

 

 

Change %

 
           
Dollars

  Local
Curency

 
Same Store RevPAR (in dollars)                  
  Europe   389   335   16 % -1 %
  North America   142   137   4 % 4 %
  Rest of World   88   95   -7 % -21 %
  Worldwide   212   194   9 % -5 %

9



ORIENT-EXPRESS HOTELS LTD

Nine Months ended September 30, 2003

SUMMARY OF OPERATING RESULTS

 
  Nine months ended
September 30

 
$'000

 
  2003
  2002
 
Revenue          
Owned hotels          
—Europe   96,637   80,985  
—North America   49,778   42,928  
—Rest of World   43,256   39,397  
Hotel management & part ownership interests   10,010   8,883  
Restaurants   10,757   11,725  
Trains & Cruises   34,171   31,934  
   
 
 
Total revenue   244,609   215,852  
   
 
 

Operating Profits

 

 

 

 

 
Owned hotels          
—Europe   30,875   27,446  
—North America   8,829   8,777  
—Rest of World   6,363   9,193  
Hotel management & part ownership interests   10,010   8,883  
Restaurants   660   1,637  
Trains & Cruises   3,117   5,503  
Central overheads   (9,029 ) (8,057 )
   
 
 
EBITDA   50,825   53,382  
Depreciation & Amortization   (18,679 ) (14,355 )
Interest   (14,300 ) (14,682 )
   
 
 
Earnings before Tax   17,846   24,345  
Tax   (2,855 ) (3,228 )
   
 
 
Net earnings on common shares   14,991   21,117  
   
 
 
Earnings per common share   0.49   0.69  
   
 
 
Number of shares—millions   30.80   30.80  
   
 
 

10



ORIENT-EXPRESS HOTELS LTD

Nine Months ended September 30, 2003

SUMMARY OF OPERATING INFORMATION FOR OWNED HOTELS

 
  Nine months ended September 30,
   
   
 
 
  2003
  2002
   
   
 
Average Daily Rate (in dollars)                  
  Europe   495   380          
  North America   313   310          
  Rest of World   223   182          
  Worldwide   346   289          

Rooms Sold (thousands)

 

 

 

 

 

 

 

 

 
  Europe   117   128          
  North America   99   88          
  Rest of World   114   129          
  Worldwide   330   345          

RevPar (in dollars)

 

 

 

 

 

 

 

 

 
  Europe   294   259          
  North America   205   204          
  Rest of World   100   93          
  Worldwide   189   174          

 

 

 

 

 

 

Change %

 
           
Dollars

  Local
Curency

 
Same Store RevPAR (in dollars)                  
  Europe   297   258   15 % -4 %
  North America   203   205   -1 % -1 %
  Rest of World   100   93   7 % -8 %
  Worldwide   187   172   8 % -5 %

11



ORIENT-EXPESS HOTELS LTD

CONSOLIDATED AND CONDENSED BALANCE SHEETS

$'000

  September 30
2003

  December 31
2002

Assets            
Cash   $ 53,452   $ 37,860
Accounts receivable     57,561     46,234
Prepaid expenses and other     11,392     9,090
Inventories     26,205     22,838
   
 
Total current assets     148,610     116,022
Real estate and other fixed assets, net book value     827,140     757,402
Investments     138,124     85,159
Intangible assets     29,529     29,529
Other assets     11,667     10,420
   
 
    $ 1,155,070   $ 998,532
   
 

Liabilities and Shareholders' Equity

 

 

 

 

 

 
Working capital facilities   $ 33,530   $ 23,800
Accounts payable     23,748     20,271
Accrued liabilities     56,997     46,831
Deferred revenue     18,076     15,107
Current portion of long-term debt and capital leases     68,197     37,243
   
 
Total current liabilities     200,548     143,252
Long-term debt and obligations under capital leases     499,750     421,773
Deferred income taxes     4,010     3,330
Minority interest     3,891     3,695
Shareholders' equity     446,871     426,482
   
 
    $ 1,155,070   $ 998,532
   
 

12




QuickLinks

[Orient-Express Hotels News Release]
ORIENT-EXPRESS HOTELS LTD Three Months ended September 30, 2003 SUMMARY OF OPERATING RESULTS
ORIENT-EXPRESS HOTELS LTD Three Months ended September 30, 2003 SUMMARY OF OPERATING INFORMATION FOR OWNED HOTELS
ORIENT-EXPRESS HOTELS LTD Nine Months ended September 30, 2003 SUMMARY OF OPERATING RESULTS
ORIENT-EXPRESS HOTELS LTD Nine Months ended September 30, 2003 SUMMARY OF OPERATING INFORMATION FOR OWNED HOTELS
ORIENT-EXPESS HOTELS LTD CONSOLIDATED AND CONDENSED BALANCE SHEETS
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