8-K 1 form8k_091803b.txt FORM 8-K CURRENT REPORT 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): September 18, 2003 Carnival Corporation Carnival plc -------------------- ------------ (Exact name of registrant (Exact name of registrant as specified in its charter) as specified in its charter) Republic of Panama England and Wales --------------------------- ---------------------------- (State or other jurisdiction (State or other jurisdiction of incorporation) of incorporation) 1-9610 1-15136 ---------------------------- ---------------------------- (Commission File Number) (Commission File Number) 59-1562976 None --------------------------- ---------------------------- (I.R.S. Employer (I.R.S. Employer Identification No.) Identification No.) 3655 N.W. 87th Avenue Carnival House, 5 Gainsford Street, Miami, Florida 33178-2428 London SE1 2NE, England ------------------------------- ------------------------------ (Address of principal executive (Address of principal executive offices) offices) (zip code) (zip code) (305) 599-2600 011 44 20 7940 5381 -------------------------------- -------------------------------- (Registrant's telephone number, (Registrant's telephone number, including area code) including area code) None None ------------------------------- -------------------------------- (Former name and former address, (Former name and former address, if changed since last report) if changed since last report) ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. ------------------------------------------------------- Set forth below are the "Carnival Corporation & plc Pro Forma Consolidated Statements of Operations" and "Carnival Corporation & plc Pro Forma Net Cruise Revenues and Net Cruise Costs" for each of the three months ended February 28, 2003 and 2002, May 31, 2003 and 2002, August 31, 2003 and 2002 and November 30, 2002; and for the nine months ended August 31, 2003 and 2002; and for the twelve months ended November 30, 2002. The pro forma consolidated statements of operations gives pro forma effect to the dual listed company ("DLC") transaction between Carnival Corporation and Carnival plc, which was completed on April 17, 2003. This pro forma data is being furnished to update the previous pro forma information furnished to the SEC on the Carnival Corporation & plc joint Current Report on Form 8-K, dated June 25, 2003, primarily as a result of changes in the Carnival Corporation & plc statement of operations reporting format and to conform this information to the reclassifications made in the August 31, 2003 and 2002 Carnival Corporation & plc statements of operations. All the information contained in this Item 12 is being furnished solely for informational purposes and Carnival Corporation and Carnival plc do not intend for any of this information to be incorporated by reference into filings under the Securities Act of 1933 or the Securities Exchange Act of 1934. CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS Some of the statements contained in this joint Current Report on Form 8-K are "forward-looking statements" that involve risks, uncertainties and assumptions with respect to Carnival Corporation & plc, including some statements concerning future results, plans, outlook, goals and other events which have not yet occurred. You can find many, but not all, of these statements by looking for words like "will," "may," "believes," "expects," "anticipates," "forecast," "future," "intends," "plans," and "estimates" and for similar expressions. Because forward-looking statements, including those which may impact the forecasting of earnings per share, net revenue yields, booking levels, pricing, occupancy, operating, financing and tax costs, costs per available lower berth day, estimates of ship depreciable lives and residual values or business prospects, involve risks and uncertainties, there are many factors that could cause Carnival Corporation & plc's actual results, performance or achievements to differ materially from those expressed or implied in this joint Current Report on Form 8-K. These factors include, but are not limited to, the following: achievement of expected benefits from the DLC transaction; risks associated with the DLC structure; risks associated with the uncertainty of the tax status of the DLC structure; general economic and business conditions, which may impact levels of disposable income of consumers and the net revenue yields for cruise brands of Carnival Corporation & plc; conditions in the cruise and land-based vacation industries, including competition from other cruise ship operators and providers of other vacation alternatives and increases in capacity offered by cruise ship and land-based vacation alternatives; the impact of operating internationally; the international political and economic climate, armed conflicts, terrorist attacks, availability of air service and other world events and adverse publicity and their impact on the demand for cruises; accidents and other incidents at sea affecting the health, safety, security and vacation satisfaction of passengers; the ability of Carnival Corporation & plc to implement its shipbuilding programs and brand strategies and to continue to expand its businesses worldwide; the ability of Carnival Corporation & plc to attract and retain shipboard crew and maintain good relations with employee unions; the ability to obtain financing on terms that are favorable or consistent with Carnival Corporation & plc's expectations; the impact of changes in operating and financing costs, including changes in foreign currency and interest rates and fuel, food, insurance and security costs; changes in the tax, environmental, health, safety, security and other regulatory regimes under which Carnival Corporation & plc operates; continued availability of attractive port destinations; the ability to successfully implement cost improvement plans and to integrate business acquisitions; continuing financial viability of Carnival Corporation & plc's travel agent distribution system; weather patterns or natural disasters; and the ability of a small group of shareholders effectively to control the outcome of shareholder voting. Forward-looking statements should not be relied upon as a prediction of actual results. Subject to any continuing obligations under applicable law or any relevant listing rules, Carnival Corporation & plc expressly disclaims any obligation to disseminate, after the date of this announcement, any updates or revisions to any such forward-looking statements to reflect any change in expectations or events, conditions or circumstances on which any such statements are based. -------------------------PRO FORMA FINANCIAL INFORMATION------------------------
CARNIVAL CORPORATION & PLC PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (1) (in thousands, except earnings per share) THREE MONTHS ENDED THREE MONTHS ENDED THREE MONTHS ENDED FEB. 28, MAY 31, AUG. 31, -------- ------- -------- 2003 2002 2003 2002 2003 2002 ---- ---- ---- ---- ---- ---- REVENUES Cruise Passenger tickets $ 1,262,660 $ 1,075,273 $ 1,238,608 $ 1,156,195 $ 1,863,185 $ 1,674,519 Onboard and other 351,661 306,830 364,343 323,439 466,468 380,515 Other 7,375 9,304 31,190 39,275 194,087 204,249 ----------- ----------- ----------- ----------- ----------- ----------- 1,621,696 1,391,407 1,634,141 1,518,909 2,523,740 2,259,283 ----------- ----------- ----------- ----------- ----------- ----------- COSTS AND EXPENSES Operating Cruise Passenger tickets 311,814 274,587 280,429 256,827 361,268 339,224 Onboard and other 61,964 58,607 60,688 51,350 82,531 66,838 Payroll and related 191,680 158,924 206,327 163,797 218,277 172,078 Food 104,617 86,355 104,445 91,932 118,165 102,827 Other ship operating 335,380 250,152 350,186 268,660 368,697 308,063 Other 12,301 16,168 32,395 37,038 130,707 133,398 ----------- ----------- ----------- ----------- ----------- ----------- Total operating 1,017,756 844,793 1,034,470 869,604 1,279,645 1,122,428 Selling and administrative (2) 281,104 233,713 273,790 221,285 259,582 236,266 Depreciation and amortization 155,272 126,673 160,214 133,445 175,782 143,335 Impairment charge 20,000 ----------- ----------- ----------- ----------- ----------- ----------- 1,454,132 1,205,179 1,468,474 1,224,334 1,715,009 1,522,029 ----------- ----------- ----------- ----------- ----------- ----------- OPERATING INCOME 167,564 186,228 165,667 294,575 808,731 737,254 NONOPERATING (EXPENSE) INCOME Interest income 5,714 7,350 9,641 8,479 6,717 20,470 Interest expense, net of capitalized interest (52,926) (43,053) (47,779) (46,018) (57,754) (56,808) Other income (expense), net (3) 17,714 5,836 (11,085) (11,631) 4,934 1,882 ----------- ----------- ----------- ----------- ----------- ----------- (29,498) (29,867) (49,223) (49,170) (46,103) (34,456) ----------- ----------- ----------- ----------- ----------- ----------- INCOME BEFORE INCOME TAXES 138,066 156,361 116,444 245,405 762,628 702,798 INCOME TAX BENEFIT (EXPENSE), NET 6,203 1,278 5,566 4,443 (28,367) 18,488 ----------- ----------- ----------- ----------- ----------- ----------- NET INCOME $ 144,269 $ 157,639 $ 122,010 $ 249,848 $ 734,261 $ 721,286 =========== =========== =========== =========== =========== =========== EARNINGS PER SHARE BASIC $0.18 $0.20 $0.15 $0.31 $0.92 $0.91 ===== ===== ===== ===== ===== ===== DILUTED $0.18 $0.20 $0.15 $0.31 $0.90 $0.90 ===== ===== ===== ===== ===== ===== WEIGHTED-AVERAGE SHARES OUTSTANDING BASIC 795,093 794,466 795,849 794,718 797,015 794,870 DILUTED 799,239 799,198 799,414 800,238 818,191 799,376
CARNIVAL CORPORATION & PLC PRO FORMA NET CRUISE REVENUES AND NET CRUISE COSTS (in thousands, except yields and costs per ALBD) THREE MONTHS ENDED THREE MONTHS ENDED THREE MONTHS ENDED FEB. 28, MAY 31, AUG. 31, -------- ------- -------- GROSS AND NET REVENUE YIELDS 2003 2002 2003 2002 2003 2002 ---- ---- ---- ---- ---- ---- Cruise revenues Passenger tickets $ 1,262,660 $ 1,075,273 $ 1,238,608 $ 1,156,195 $ 1,863,185 $ 1,674,519 Onboard and other 351,661 306,830 364,343 323,439 466,468 380,515 ----------- ----------- ----------- ----------- ----------- ----------- Gross cruise revenues 1,614,321 1,382,103 1,602,951 1,479,634 2,329,653 2,055,034 Less cruise costs Passenger tickets (311,814) (274,587) (280,429) (256,827) (361,268) (339,224) Onboard and other (61,964) (58,607) (60,688) (51,350) (82,531) (66,838) ----------- ----------- ----------- ----------- ----------- ----------- Net cruise revenues $ 1,240,543 $ 1,048,909 $ 1,261,834 $ 1,171,457 $ 1,885,854 $ 1,648,972 =========== =========== =========== =========== =========== =========== Available lower berth days ("ALBDs") 8,623 7,396 9,087 7,877 9,915 8,375 =========== =========== =========== =========== =========== =========== Gross revenue yields $ 187.21 $ 186.87 $ 176.40 $ 187.84 $ 234.96 $ 245.38 =========== =========== =========== =========== =========== =========== Net revenue yields $ 143.86 $ 141.82 $ 138.86 $ 148.72 $ 190.20 $ 196.89 =========== =========== =========== =========== =========== =========== GROSS AND NET COSTS PER ALBD Cruise operating expenses $ 1,005,455 $ 828,625 $ 1,002,075 $ 832,566 $ 1,148,938 $ 989,030 Cruise selling and administrative expenses 269,015 222,944 266,745 210,503 249,522 225,310 ----------- ----------- ----------- ----------- ----------- ----------- Gross cruise costs 1,274,470 1,051,569 1,268,820 1,043,069 1,398,460 1,214,340 Less cruise costs Passenger tickets (311,814) (274,587) (280,429) (256,827) (361,268) (339,224) Onboard and other (61,964) (58,607) (60,688) (51,350) (82,531) (66,838) ----------- ----------- ----------- ----------- ----------- ----------- Net cruise costs $ 900,692 $ 718,375 $ 927,703 $ 734,892 $ 954,661 $ 808,278 =========== =========== =========== =========== =========== =========== ALBDs 8,623 7,396 9,087 7,877 9,915 8,375 =========== =========== =========== =========== =========== =========== Gross cruise costs per ALBD $ 147.80 $ 142.18 $ 139.63 $ 132.42 $ 141.04 $ 145.00 =========== =========== =========== =========== =========== =========== Net cruise costs per ALBD $ 104.45 $ 97.13 $ 102.09 $ 93.30 $ 96.28 $ 96.51 =========== =========== =========== =========== =========== ===========
CARNIVAL CORPORATION & PLC PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (1) (IN THOUSANDS, EXCEPT EARNINGS PER SHARE) NINE MONTHS ENDED THREE MONTHS TWELVE MONTHS AUG. 31, ENDED ENDED 2003 2002 NOV. 30, 2002 NOV. 30, 2002 ---- ---- ------------- ------------- REVENUES Cruise Passenger tickets $ 4,364,453 $ 3,905,987 $ 1,221,429 $ 5,127,416 Onboard and other 1,182,472 1,010,784 345,357 1,356,141 Other 232,652 252,828 31,575 284,403 ----------- ----------- ----------- ----------- 5,779,577 5,169,599 1,598,361 6,767,960 ----------- ----------- ----------- ----------- COSTS AND EXPENSES Operating Cruise Passenger tickets 953,511 870,638 250,858 1,121,496 Onboard and other 205,183 176,795 60,798 237,593 Payroll and related 616,284 494,799 180,783 675,582 Food 327,227 281,114 99,640 380,754 Other ship operating 1,054,263 826,875 322,316 1,149,191 Other 175,403 186,604 27,351 213,955 ----------- ----------- ----------- ----------- Total operating 3,331,871 2,836,825 941,746 3,778,571 Selling and administrative (2) 814,476 691,264 268,343 959,607 Depreciation and amortization 491,268 403,453 145,019 548,472 Impairment charge 20,000 20,000 ----------- ----------- ----------- ----------- 4,637,615 3,951,542 1,355,108 5,306,650 ----------- ----------- ----------- ----------- OPERATING INCOME 1,141,962 1,218,057 243,253 1,461,310 NONOPERATING (EXPENSE) INCOME Interest income 22,072 36,299 8,921 45,220 Interest expense, net of capitalized interest (158,459) (145,879) (44,420) (190,299) Other income (expense), net 11,563 (3,913) 853 (3,060) ----------- ----------- ----------- ----------- (124,824) (113,493) (34,646) (148,139) ----------- ----------- ----------- ----------- INCOME BEFORE INCOME TAXES 1,017,138 1,104,564 208,607 1,313,171 INCOME TAX (EXPENSE) BENEFIT, NET (16,598) 24,209 22,996 47,205 ----------- ----------- ----------- ----------- NET INCOME $ 1,000,540 $ 1,128,773 $ 231,603 $ 1,360,376 =========== =========== =========== =========== EARNINGS PER SHARE BASIC $1.26 $1.42 $ 0.29 $ 1.71 ===== ===== ====== ====== DILUTED $1.25 $1.41 $ 0.29 $ 1.70 ===== ===== ====== ====== WEIGHTED-AVERAGE SHARES OUTSTANDING BASIC 795,986 794,685 794,949 794,751 DILUTED 805,615 799,604 799,255 799,517
CARNIVAL CORPORATION & PLC PRO FORMA NET CRUISE REVENUES AND NET CRUISE COSTS (IN THOUSANDS, EXCEPT YIELDS AND COSTS PER ALBD) NINE MONTHS ENDED THREE MONTHS TWELVE MONTHS AUG. 31, ENDED ENDED 2003 2002 NOV. 30, 2002 NOV. 30, 2002 ---- ---- ------------- ------------- GROSS AND NET REVENUE YIELDS Cruise revenues Passenger tickets $ 4,364,453 $ 3,905,987 $ 1,221,429 $ 5,127,416 Onboard and other 1,182,472 1,010,784 345,357 1,356,141 ----------- ----------- ----------- ----------- Gross cruise revenues 5,546,925 4,916,771 1,566,786 6,483,557 Less cruise costs Passenger tickets (953,511) (870,638) (250,858) (1,121,496) Onboard and other (205,183) (176,795) (60,798) (237,593) ----------- ----------- ----------- ----------- Net cruise revenues $ 4,388,231 $ 3,869,338 $ 1,255,130 $ 5,124,468 =========== =========== =========== =========== ALBDs 27,625 23,648 8,313 31,961 =========== =========== =========== =========== Gross revenue yields $ 200.79 $ 207.91 $ 188.47 $ 202.86 =========== =========== =========== =========== Net revenue yields $ 158.85 $ 163.62 $ 150.98 $ 160.34 =========== =========== =========== =========== GROSS AND NET COSTS PER ALBD Cruise operating expenses $ 3,156,468 $ 2,650,221 $ 914,395 $ 3,564,616 Cruise selling and administrative expenses 785,282 658,757 253,605 912,362 ----------- ----------- ----------- ----------- Gross cruise costs 3,941,750 3,308,978 1,168,000 4,476,978 Less cruise costs Passenger tickets (953,511) (870,638) (250,858) (1,121,496) Onboard and other (205,183) (176,795) (60,798) (237,593) ----------- ----------- ----------- ----------- Net cruise costs $ 2,783,056 $ 2,261,545 $ 856,344 $ 3,117,889 =========== =========== =========== =========== ALBDs 27,625 23,648 8,313 31,961 =========== =========== =========== =========== Gross cruise costs per ALBD $ 142.69 $ 139.93 $ 140.50 $ 140.08 =========== =========== =========== =========== Net cruise costs per ALBD $ 100.74 $ 95.63 $ 103.01 $ 97.55 =========== =========== =========== ===========
(1) The pro forma information gives pro forma effect to the DLC transaction between Carnival Corporation and Carnival plc, which was completed on April 17, 2003. Management has prepared the pro forma information based upon the companies' historical financial information and, accordingly, the above information should be read in conjunction with the companies' historical financial statements, as well as pro forma information included in the companies' joint Current Report on Form 8-K, dated May 29, 2003. The DLC transaction has been accounted for as an acquisition of Carnival plc by Carnival Corporation, using the purchase method of accounting. The Carnival plc accounting policies have been conformed to Carnival Corporation's policies. Carnival plc's reporting period has been changed to the Carnival Corporation reporting period and the information presented above covers the same periods of time for both companies. Carnival Corporation & plc are having an independent appraisal performed of all of Carnival plc's cruise ships and intangible assets. Accordingly, we believe it is possible that the fair value of some of Carnival plc's cruise ships could be less than their carrying value, thus reducing pro forma depreciation expense. In addition, amortizable intangibles which have not been valued and amortized in the above pro forma information, could also eventually be recorded and amortized, based primarily upon the appraisals. The above pro forma information has been prepared as if the DLC transaction had occurred on December 1, 2001 and has not been adjusted to reflect any net transaction benefits. In addition, the pro forma information does not purport to represent what the results of operations actually could have been if the DLC transaction had occurred on December 1, 2001 or what those results will be for any future periods. (2) Carnival plc's costs related to its terminated Royal Caribbean transaction and the completion of the DLC transaction with Carnival Corporation, which were expensed by Carnival plc prior to April 17, 2003. The amount of these nonrecurring expenses was approximately $20.1 million, $4.6 million, $24.5 million, $7.4 million, $10.9 million and $79.4 million in the three months ended February 28, 2003 and 2002, May 31, 2003 and 2002, August 31, 2002 and November 30, 2002, respectively. (3) Carnival plc has or is expected to receive insurance company and/or shipyard payments related to the Diamond Princess fire and the Island Princess delayed delivery. The present value of these payments, which approximate $99 million, has been recorded on the balance sheet of Carnival Corporation & plc as a Carnival plc fair value acquisition adjustment. Accordingly, the income originally expected to be recognized by Carnival plc of $6.8 million, $40.1 million, $30.6 million, $18.2 million and $3.2 million in the three months ended May 31, 2003, August 31, 2003, November 30, 2003, February 28, 2004 and May 31, 2004, respectively, will not be recognized in Carnival Corporation & plc's earnings, as it would have been by Carnival plc on a standalone basis, but will be accounted for as a collection of this receivable by the combined entity. -----------------------END PRO FORMA FINANCIAL INFORMATION---------------------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CARNIVAL CORPORATION CARNIVAL PLC By: /s/ Gerald R. Cahill By: /s/ Gerald R. Cahill -------------------- -------------------- Name: Gerald R. Cahill Name: Gerald R. Cahill Title: Senior Vice President-Finance Title: Senior Vice President-Finance and Chief Financial and and Chief Financial and Accounting Officer Accounting Officer Date: September 18, 2003 Date: September 18, 2003