-----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, MOgM7DCX4rnlQSnVwxI0mdgcLwUbV9tuZSc499rs7UevuUho9GTQOyLgJQ8fHz1t cQOwlaIC5UfGrfBfHi1ApA== 0001047469-05-004427.txt : 20050223 0001047469-05-004427.hdr.sgml : 20050223 20050223062611 ACCESSION NUMBER: 0001047469-05-004427 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050222 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050223 DATE AS OF CHANGE: 20050223 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: 05632781 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 a2152416z8-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) February 22, 2005

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)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communications pursuant to Rule 425 under the Securities Act.

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.




ITEM 2.02. Results of Operations and Financial Condition

        On February 22, 2005, the registrant announced its consolidated earnings for the year ended December 31, 2004. 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.

ITEM 9.01. Financial Statements and Exhibits

    (c)
    Exhibits

    99
    News release dated February 22, 2005 regarding annual 2004 consolidated earnings, being furnished to the Commission.

1



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      
      Name: Edwin S. Hetherington
      Title: Secretary

Date: February 23, 2005


EXHIBIT INDEX

Exhibit
Number

  Description

99   News release dated February 22, 2005

2




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SIGNATURES
EXHIBIT INDEX
EX-99 2 a2152416zex-99.htm EXHIBIT 99
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EXHIBIT 99


Orient-Express Hotels News Release

ORIENT-EXPRESS HOTELS ANNOUNCES FOURTH QUARTER AND FULL YEAR 2004 RESULTS. EXCLUDING GAIN ON HOTEL SALE IN 2003, NET EARNINGS FOR FOURTH QUARTER WERE UP 91% AND FOR FULL YEAR WERE UP 46%.

        Hamilton, Bermuda, February 22, 2005.    Orient-Express Hotels Ltd. (NYSE: OEH, www.orient-express.com), investor in 49 deluxe hotel, restaurant, tourist train and river cruise properties in 25 countries, today announced its results for the fourth quarter and year ended December 31, 2004. For the quarter, net earnings were $8.4 million ($0.25 per common share) compared with $8.6 million ($0.27 per common share) for the fourth quarter of 2003 (which included a $4.3 million gain on the sale of a hotel equal to $0.13 per common share). Excluding the gain on sale, net earnings for the period increased 91% from $4.4 million to $8.4 million. Revenue was up 13% to $95.8 million from $84.9 million in the prior year period.

        For the year ended December 31, 2004 net earnings were $28.2 million ($0.82 per common share) compared with $23.6 million ($0.76 per common share) in the prior year. Excluding the gain on the sale of a hotel in 2003, net earnings were up 46% from $19.4 million to $28.2 million. Revenue for 2004 was up 12% from $329.5 million to $369.0 million.

        Mr. James B. Sherwood, Chairman, said that the fourth quarter finished strongly in all regions except Europe. EBITDA in North America more than doubled from $2.3 million in the fourth quarter of 2003 to $5.6 million in the fourth quarter of 2004. South Pacific properties had a similar percentage increase from an EBITDA of $0.4 million in the fourth quarter of 2003 to $1 million in the fourth quarter of 2004. South American hotels showed a significant increase despite the Miraflores Park Hotel in Lima being closed for major upgrade during most of the period. Tourist trains registered EBITDA of $4.2 million compared with $2.9 million in the year earlier period and restaurants were up 22% due to improving results from La Cabaña in Buenos Aires which only opened late in 2003.

        "I have personally inspected 14 of our properties in the last 90 days and they have uniformly reported significant fourth quarter gains over the prior year and perhaps more importantly, are forecasting a strong 2005. Although we are concerned about the strength of the Euro against the dollar and its impact on European travel in 2005, bookings for our European based Venice Simplon-Orient-Express tourist train are currently 10% higher than at this time last year. Our most recent acquisition, the 301 room Grand Hotel Europe in St. Petersburg, was made and financed in U.S. dollars and its room revenues are dollar denominated (food and beverage revenue is rouble denominated).

        "We are seeing exceptional growth in the Latin American market, fuelled not only by visitors from North America but also from Europe and regional clients. We are investing in our existing properties in this region and are also looking seriously at acquisitions. Additional rooms are being built at Maroma, we are adding locomotives and passenger cars to our Machu Picchu railway in Peru, a new spa is being created in the Copacabana Palace and the new conference and restaurant facilities at the Miraflores Park Hotel in Lima will come on stream when the hotel reopens in a few days' time.

        "Thankfully, our Pansea Orient-Express Hotels affiliate in southeast Asia was unaffected by the tsunami which hit the region in December. EBITDA for Pansea in 2004 increased by 100% over 2003 to $2.4 million. Pansea results are not consolidated into the results of Orient-Express Hotels except to the extent of interest earned on the convertible loan to that company.

        "Overall, I consider 2004 to have been a highly satisfactory year for the company. Although EBITDA for our European hotels (excluding the hotel sold in 2003) was flat compared with 2003, EBITDA for our European based tourist trains was up a remarkable $4.8 million, a 139% increase,

1



making Europe as a whole well ahead of prior year. North American hotels increased their EBITDA by $3.9 million, southern Africa by $1.9 million (despite considerable strengthening of the local currencies against the U.S. dollar), South Pacific was up by a solid $2.6 million, South American hotels were up $2.4 million and South American trains by $2.8 million, restaurants were up $1.3 million and management fees were up $1.4 million. Our capacity was not stretched which means the upside potential is excellent as occupancy rises. We made a number of excellent acquisitions and have begun to develop our land resources in St. Martin while our property sales program in Charlottesville has gained momentum. The Grand Hotel Europe in St. Petersburg, the "icon" of all hotels in Russia, was acquired earlier this month at a pro-forma 2004 EBITDA multiple of 6. The outlook for the full year 2005 is exceptionally promising," he concluded.

        Mr. Simon M.C. Sherwood, President, said that in 2004's fourth quarter same store RevPAR increased by 18% to $204 from $169 in the prior year period. Average daily rate increased by 7.5% from $320 to $344. EBITDA margin for the quarter was 20% compared with 17% in the prior year period (excluding the gain on sale of a hotel).

        He reviewed full year performance by region as follows:

        Owned European hotels.    For the year EBITDA was $29.9 million, the same as in 2003 (excluding the hotel sold in 2003). Portuguese hotels continued to under-perform but the slack was taken up by better results from Italian and French hotels.

        Owned North American hotels.    EBITDA for 2004 was $15.0 million compared with $11.1 million in 2003. All properties registered gains but the largest was a $1.5 million improvement at the Maroma Resort & Spa on the Riviera Maya on Mexico's Yucatan Peninsula. This improvement was due to addition of rooms and improvement of other facilities. A magnificent spa has just been opened at this property with treatments derived from ancient Mayan practices.

        Owned Southern Africa hotels.    EBITDA for 2004 was $6.2 million compared with $4.3 million in 2003. The principal gain arises from the Westcliff in Johannesburg with its new banqueting and conference facility. This property is also benefiting from the urban renewal of downtown Johannesburg, as it is located much closer to the center of the city than competing upscale hotels.

        Owned South American hotels.    EBITDA was $10.0 million compared with $7.5 million in 2003. The Copacabana Palace Hotel in Rio de Janeiro accounted for nearly all the improvement in light of temporary closure of the Miraflores Park Hotel in Lima. Food and beverage, particularly banqueting, account for 40% of the Copacabana Palace's profits. It is considered the leading banqueting venue in Brazil.

        Owned South Pacific Hotels.    EBITDA was $1.9 million compared with a loss of $0.7 million in 2003. Solid gains were recorded at all properties, however, Bora Bora Lagoon Resort recorded the largest improvement. Capital expenditure at these hotels is translating into good earnings gains.

        Management and part ownership interests.    EBITDA for 2004 was $14.9 million compared with $13.5 million in 2003. The largest gain of $1.6 million was recorded from Peruvian hotels. The Ritz in Madrid was slightly down due to the effects of the train bombings early in the year but this was offset by improvement at Charleston Place.

        "We intend to commence construction of the Nazarenas annex to our Hotel Monasterio in Cuzco, Peru in the middle of this year with a view to completion of the first phase of 60 rooms by the end of 2006. We are having to increase capacity of both hotels and trains in the Peruvian Andes to meet the demands of the growing market."

2



        Restaurants.    EBITDA for the year was $3.9 million compared with $2.6 million in 2003. '21' Club in New York City accounted for most of the increase. Although La Cabaña in Buenos Aires recorded a loss in its first year of operation, results have been improving quarter by quarter.

        Tourist trains & river cruising.    EBITDA in 2004 was $13.1 million compared with $6.0 million in 2003. The Venice Simplon-Orient-Express and PeruRail were each more than $2 million ahead of 2003. The British Pullman and Northern Belle tourist trains in the U.K. were both more than $1 million ahead of 2003.

        "Depreciation increased by $3.1 million in 2004 over 2003 as a result of our capital investment program. Taxes rose by $2.2 million to $5.2 million in 2004 as a result of higher profits.

        "Although we do not brand our individual properties as "Orient-Express" we have been using the Orient-Express name much more widely in our sales and marketing, which is increasing the cross-sell between our properties and creating a higher definition of the company within the travel community. We are beginning to see the benefits of this strategy. We have also been successful in reducing our reliance upon tour operators in certain markets. There remains much to be done in these areas but these efforts should help to accelerate our profitability," he concluded.

***

        Management believes that EBITDA (net earnings adjusted for 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 performance 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, varying customer demand and competitive considerations, realization of bookings and reservations as actual revenue, inability to sustain price increases or to reduce costs, fluctuations in interest rates and currency values, 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 delays in construction schedules for expansion projects, shifting patterns of tourism and business travel 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 tomorrow, February 23, 2005 at 10.00 AM (EST) which is accessible at 212-896-6018. A re-play of the conference call will be available until 5.00 PM (EST) Friday, March 4, 2005 and can be accessed by calling 800-633-8284 (International dial-in #:1-402-977-9140) and entering reservation number 21231262. A re-play will also be available on the company's website: www.orient- express.com.

3



ORIENT-EXPRESS HOTELS LTD
Three Months ended December 31, 2004
SUMMARY OF OPERATING RESULTS

 
  Three months ended
December 31

 
 
  2004
  2003
 
 
  $'000—except per share amount

 
Revenue and earnings from unconsolidated companies          
Owned hotels          
—Europe   20,024   19,247  
—North America   21,942   16,786  
—Rest of World   24,064   19,733  
Hotel management & part ownership interests   4,314   3,464  
Restaurants   7,367   6,838  
Trains & Cruises   18,056   14,541  
Gain on sale of Quinta do Lago     4,250  
   
 
 
Total(1)   95,767   84,859  
   
 
 
Analysis of earnings          
Owned hotels          
—Europe   416   1,914  
—North America   5,569   2,268  
—Rest of World   6,910   4,714  
Hotel management & part ownership interests   4,314   3,464  
Restaurants   2,377   1,956  
Trains & Cruises   4,156   2,867  
Central Overheads   (4,151 ) (3,128 )
Gain on sale of Quinta do Lago     4,250  
   
 
 
EBITDA   19,591   18,305  
Depreciation & Amortization   (7,198 ) (6,586 )
Interest   (2,618 ) (2,919 )
   
 
 
Earnings before Tax   9,775   8,800  
Tax   (1,353 ) (182 )
   
 
 
Net earnings on common shares   8,422   8,618  
   
 
 
Earnings per common share, basic & diluted   0.25   0.27  
   
 
 
Number of shares—millions   34.30   32.15  
   
 
 

(1)
Comprises earnings from unconsolidated companies of $2,882,000 (2003: $2,901,000) and revenue of $92,885,000 (2003: $81,958,000).

4



ORIENT-EXPRESS HOTELS LTD
Three Months Ended December 31, 2004
SUMMARY OF OPERATING INFORMATION FOR OWNED HOTELS

 
  Three months ended
December 31

   
   
 
 
  2004
  2003
   
   
 
Average Daily Rate (in dollars)                  
  Europe   541   480          
  North America   325   319          
  Rest of World   280   243          
  Worldwide   344   320          

Rooms Sold (thousands)

 

 

 

 

 

 

 

 

 
  Europe   20   23          
  North America   38   31          
  Rest of World   49   46          
   
 
         
  Worldwide   107   100          

RevPar (in dollars)

 

 

 

 

 

 

 

 

 
  Europe   245   226          
  North America   237   188          
  Rest of World   162   126          
  Worldwide   204   169          

 


 

 


 

 


 

Change %


 
 
   
   
  Dollar
  Local
Currency

 
Same Store RevPAR (in dollars)                  
  Europe   229   216   6 % -2 %
  North America   225   191   18 % 18 %
  Rest of World   165   131   27 % 18 %
  Worldwide   197   167   18 % 12 %

5



ORIENT-EXPRESS HOTELS LTD
Twelve Months ended December 31, 2004
SUMMARY OF OPERATING RESULTS

 
  Twelve months ended
December 31

 
 
  2004
  2003
 
 
  $'000 — except per share amount

 
Revenue and earnings from unconsolidated companies          
Owned hotels          
—Europe   116,074   115,884  
—North America   75,376   66,564  
—Rest of World   79,576   62,989  
Hotel management & part ownership interests   14,885   13,474  
Restaurants   20,562   17,595  
Trains & Cruises   62,564   48,712  
Gain on sale of Quinta do Lago     4,250  
   
 
 
Total(1)   369,037   329,468  
   
 
 
Analysis of earnings          
Owned hotels          
—Europe   29,868   32,789  
—North America   14,951   11,097  
—Rest of World   18,051   11,077  
Hotel management & part ownership interests   14,885   13,474  
Restaurants   3,911   2,616  
Trains & Cruises   13,057   5,984  
Central overheads   (15,707 ) (12,157 )
Gain on sale of Quinta do Lago     4,250  
   
 
 
EBITDA   79,016   69,130  
Depreciation & Amortization   (28,349 ) (25,265 )
Interest   (17,225 ) (17,219 )
   
 
 
Earnings before Tax   33,442   26,646  
Tax   (5,220 ) (3,037 )
   
 
 
Net earnings on common shares   28,222   23,609  
   
 
 
Earnings per common share, basic & diluted   0.82   0.76  
   
 
 
Number of shares—millions   34.30   31.14  
   
 
 

(1)
Comprises earnings from unconsolidated companies of $11,753,000 (2003: $9,355,000) and revenue of $357,284,000 (2003: $320,113,000).

6



ORIENT-EXPRESS HOTELS LTD
Twelve Months Ended December 31, 2004
SUMMARY OF OPERATING INFORMATION FOR OWNED HOTELS

 
  Twelve months ended
December 31

   
   
 
 
  2004
  2003
   
   
 
Average Daily Rate (in dollars)                  
  Europe   626   493          
  North America   322   314          
  Rest of World   247   228          
  Worldwide   366   340          

Rooms Sold (thousands)

 

 

 

 

 

 

 

 

 
  Europe   108   139          
  North America   142   131          
  Rest of World   183   160          
   
 
         
  Worldwide   433   430          

RevPar (in dollars)

 

 

 

 

 

 

 

 

 
  Europe   342   280          
  North America   217   200          
  Rest of World   136   107          
  Worldwide   214   184          

 


 

 


 

 


 

Change %


 
 
   
   
  Dollar
  Local
Currency

 
Same Store RevPAR (in dollars)                  
  Europe   346   307   13 % 2 %
  North America   216   200   8 % 8 %
  Rest of World   137   106   29 % 18 %
  Worldwide   213   184   16 % 8 %

7



ORIENT-EXPESS HOTELS LTD
CONSOLIDATED AND CONDENSED BALANCE SHEETS

 
  December 31
2004

  December 31
2003

 
  $'000

Assets            

Cash

 

$

85,610

 

$

81,347
Accounts receivable     34,984     28,060
Due from related parties     14,718     10,737
Prepaid expenses and other     11,914     11,717
Inventories     28,965     26,115
   
 
Total current assets     176,191     157,976

Property, plant & equipment, net book value

 

 

916,811

 

 

822,257
Investments     123,599     146,495
Goodwill     29,529     29,529
Other assets     19,461     12,969
   
 
    $ 1,265,591   $ 1,169,226
   
 
Liabilities and Shareholders' Equity            

Working capital facilities

 

$

42,920

 

$

19,165
Accounts payable     23,839     18,830
Due to related parties     5,453     4,924
Accrued liabilities     37,288     40,409
Deferred revenue     20,493     12,617
Current portion of long-term debt and capital leases     46,245     51,271
   
 
Total current liabilities     176,238     147,216

Long-term debt and obligations under capital leases

 

 

537,461

 

 

502,917
Deferred income taxes     2,710     2,846
Minority interest     4,192     3,803

Shareholders' equity

 

 

544,990

 

 

512,444
   
 
    $ 1,265,591   $ 1,169,226
   
 

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Orient-Express Hotels News Release
ORIENT-EXPRESS HOTELS LTD Three Months ended December 31, 2004 SUMMARY OF OPERATING RESULTS
ORIENT-EXPRESS HOTELS LTD Three Months Ended December 31, 2004 SUMMARY OF OPERATING INFORMATION FOR OWNED HOTELS
ORIENT-EXPRESS HOTELS LTD Twelve Months ended December 31, 2004 SUMMARY OF OPERATING RESULTS
ORIENT-EXPRESS HOTELS LTD Twelve Months Ended December 31, 2004 SUMMARY OF OPERATING INFORMATION FOR OWNED HOTELS
ORIENT-EXPESS HOTELS LTD CONSOLIDATED AND CONDENSED BALANCE SHEETS
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