EX-99 3 a2123932zex-99.htm EXHIBIT 99

EXHIBIT 99

 

 

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EXHIBIT 99

 

Investor Presentation

December 2003

 

[LOGO]

 

4



 

Sea Containers Ltd – Thumbnail Sketch

 

                  Bermuda company, owned mostly by U.S. investors, 21m common shares outstanding. Recent share price $18.

 

                  Founded in 1965 as a marine container equipment lessor, still a core business, now in partnership with GE Capital. IPO in 1968. Listed on NYSE.

 

                  Entered passenger transport business in 1984, now accounts for 2/3 of group earnings. Main operating units are Silja of Helsinki, Finland (Baltic passenger and freight ferries), GNER of York, England (long distance high speed trains), Hoverspeed of Dover, England (U.K. fast ferries) and SeaStreak, Atlantic Highlands, N.J. (fast ferry commuter services).

 

                  Other less important related interests include 40 year concession to operate Corinth Canal in Greece and fruit farming in Brazil and West Africa.

 

                  Owns 43% of NYSE listed Orient-Express Hotels Ltd. (14.4m shares with recent market price of $17 equal to approx. $250m), i.e. $12 per Sea Containers outstanding share.

 

                  9 months 2003 net earnings excluding exceptionals were $41m ($1.93 per common share) vs. $29m ($1.40 per common share) in 2002 period, up 41%. Including exceptionals net earnings for 2003 nine months were $100m ($4.66 per common share diluted) vs. $28m ($1.40 per common share diluted), up 257%.

 

5



 

Marine Container Business

 

                  EBIT for 9 months 2003 $27m vs. $15m in same period of 2002, up 76%.

 

                  GE SeaCo is 50/50 joint venture with GE Capital, managed by Sea Containers. Formed in 1998 and has invested $640 million in new containers (nbv at September 30, 2003). Sea Containers’ share of 9 months EBIT of GE SeaCo was $16m.

 

                  Sea Containers separately owns 4 factories manufacturing specialized containers in U.K., U.S.A. and Brazil, owns depots in Singapore, Brazil, Australia and New Zealand including tank cleaning and refrigerated container service facilities. Owns and leases out new chassis, leases containers to customers in countries where GE Capital is loathe to conduct business (South Korea and Iran) and makes high margin lease finance deals. These activities were excluded from the j/v by GE Capital. Nine months 2003 EBIT from these activities and “pooled” containers was $11m.

 

                  GE SeaCo manages containers owned by GE Capital and Sea Containers pre-1998, called “pool” containers.

 

                  GE SeaCo owned and “pool” fleets number 1m TEU and in terms of capital investment are substantially greater than that of nearest competitor. Large part of investment is in refrigerated, tank, swap body, flat rack and “SeaCell” fleets while competitors mostly concentrate on cheaper “plain vanilla” boxes.

 

6



 

Marine Container Business

 

UPSIDES

 

                  GE Capital is strong partner, arranging low cost finance.

 

                  Demand for marine containers is strong resulting from expansion of exports from China, India and other Asian countries. Order books at shipyards building containerships are full for 3-5 years ahead.

 

                  Positioning cost of older containers from surplus areas has been drag on earnings. Est. $18m spend in 2003, reducing to $10m in 2004 and $5m in 2005.

 

                  GE SeaCo owned fleet is youngest and cheapest in industry, affording long term competitive advantage.

 

                  Network of offices and relationships with lessees is strongest in industry. First call on most business offered.

 

                  Policy of maintaining stocks of new containers at factories allows immediate delivery at premium rates.

 

                  Patented SeaCell container is gaining acceptance as substitute for standard dry cargo units; 40’ SeaCell unit takes 2 cubic meters more cargo than standard 40’ container.

 

7



 

Silja

 

                  Nine months 2003 EBIT excluding exceptionals $31m vs. $32m in same period of 2002. Revenue nine months 2003 $451m vs. $370m in prior year period.

 

                  Owns and operates 10 passenger, car and freight ferries and 2 pure cruise ships in Baltic (one cruise ship based in Hong Kong). Lifted 5m passengers and 114,000 freight units in 2002.

 

                  Main routes are Finland-Sweden and Finland-Estonia. Also operates Germany-Estonia-Russia and Sweden-Russia.

 

                  100% owned subsidiary. Formerly public company but taken private in May 2002 by Sea Containers. Investment approximately $180m.

 

UPSIDES

 

                  Finnish government has adopted net wages effective July 2004 saving Silja $7m p.a.

 

                  Finnjet being converted at cost of €15m for operation of new route Germany-Estonia-Russia from mid 2004. Capacity already 50% booked.

 

                  Winter 2002/2003 exceptionally difficult with bad ice conditions, effects of Iraq war and high fuel costs.

 

                  Freight capacity “maxed out” on Turku-Stockholm. Two larger vessels to be introduced in 2005 and 2006.

 

                  Baltic states entering EU in 2004. Russian market growing rapidly.

 

8



 

UK Fast Ferries (Hoverspeed)

 

                  5 vessels operated on Dover-Calais, Newhaven-Dieppe and Belfast-Troon routes.

 

                  Losses suffered since duty free sales terminated in mid 1999 and U.K. customs illegal attempts to discourage imports of tax paid goods from France and Belgium. Hoverspeed has sued customs and has won both in lower court and upon appeal. Recovery of all losses expected, est. $50m or more.

 

                  EBIT nine months 2003 ($6.2m) vs. ($9m) in same period of 2002.

 

UPSIDES

 

                  Seasonal operations from 2004. Redundancy costs provisioned in 2003.

 

                  Competitor has announced intention to withdraw from Troon route in 2005.

 

                  Customs will cease targeting Hoverspeed passengers because of court ruling, allowing market share to grow. Nine months 2003 market share of Dover-Calais route has increased to 8.2% from 7.3% in same period of 2002.

 

                  Debt on ships being rapidly paid down, reducing finance costs.

 

                  Idle vessel in 2003 will be employed in SNAV-SeaCat joint venture in Adriatic from 2004.

 

9



 

GNER

 

                  EBIT for nine months 2003 $63m vs. $44m in same period of 2002. Revenue for nine months 2003 $527m vs. $494m in same period 2002.

 

                  Hatfield accident in October 2000 resulted in major disruption to U.K. rail network, causing loss of confidence and passengers lost to air and road. Steadily improving reliability is resulting in return of passengers to rail.

 

                  122 trains per day operated on London-Leeds and London-Newcastle routes (U.K. first, third and fourth largest cities). 15m passengers carried p.a.

 

DOWNSIDES

 

                  GNER’s franchise expires in April, 2005. Government likely to extend to 2006. New 7 year franchise likely to be awarded in 2007 to GNER because of excellent performance. Competitive tendering may reduce profit margin.

 

UPSIDES

 

                  GNER will seek to bid for two additional new franchises in U.K.

 

10



 

Orient-Express Hotels

 

                  Sea Containers owns 14.4m shares in OEH representing 43% of equity and having a current value of approx. $250m. Recent price $17 per share, I.e. $12 per Sea Containers outstanding share.

 

                  September 11, SARs, Iraq War and terrorist bombings temporarily diminished travel demand.

 

                  During this period OEH has made excellent acquisitions at reasonable prices (Ritz in Madrid etc.) and has invested in expansion of existing properties so when recovery comes its earnings will rise dramatically and stock price should follow.

 

                  Sea Containers will exit this investment in two stages: late in 2004 it will sell $80m of OEH shares to redeem 12.5% bonds, improving Sea Containers net income by $10m p.a. Balance of investment will be sold when share price reaches $25-$30 range. Proceeds should total approx. $400m to be used for debt reduction and acquisitions. Large gain on sale expected.

 

11



 

Growth

 

                  Currently negotiating acquisition of major ferry companies in Mediterranean and Scandinavia. Will tender for Kent and Greater Western rail franchises in U.K.

 

                  GE SeaCo investing $200m p.a. in new containers. Sea Containers separately investing $25m per annum in new containers.

 

                  U.K. fast ferries will move into profitability based on seasonal operations.

 

                  Silja’s earnings will rise by employing larger vessels and benefiting from entry of Baltic States into European Union and expansion of Russian economy.

 

                  Long term debt has been reduced from $1.8bn to $1.55bn in 2003 and will be further reduced to $0.8bn by 2006. Reduced finance costs will increase earnings. GE SeaCo is funded without shareholder guarantees and debt is not on Sea Containers’ balance sheet.

 

                  GE SeaCo will have IPO equity value of $1bn by 2005 and GE Capital may seek to exit through this route.

 

                  SeaStreak commuter ferry business in New York growing rapidly with introduction of new large vessels (September 2003 and March 2004).

 

12



 

Finance – Key Points

 

                  EBITDA increased from $179m in 2001 to $233m in 2002 and $251m for the first nine months of 2003 (EBITDA for the first nine months of 2002 was $168m)

 

                  The 2001 EBITDA included a gain on the sale of ports of $20m while the nine months 2003 figure included a gain of $100m on the sale of the Isle of Man Steam Packet Company (IOMSPC) and the recognition of non-recurring charges of $40m

 

                  The sale of IOMSPC realised net cash proceeds in excess of $100m after the repayment of debt of $101m

 

                  The senior notes due on July 1st 2003 of $159m were repaid in the sum of $137m while noteholders of $22m accepted new notes due in 2006

 

                  IOMSPC produced an EBIT of $19.7m in 2002 and $8.3m in the first six months of 2003. The interest savings on the bonds repaid in July 2003 and on the IOMSPC debt equates to $21m in a full year which is in excess of the lost IOMSPC EBIT.

 

13



 

Finance – Key Points

 

                  Total debt has reduced by $237m since December 31st 2002 to just over $1.5 billion at September 30th 2003 despite an increase in euro-denominated debt of $75m due to the weakening of the dollar since December 2002, although earnings of the underlying assets are in euros

 

                  Debt is anticipated to reduce further over the next three years to about $800m by the end of 2006

 

                  Silja has been 100% consolidated since May 1st 2002 and has been successfully refinanced in November this year with a seven year bank loan of $470m repayable down to $232m by 2010

 

                  Sea Containers holding in Orient-Express Hotels Ltd reduced to less than 50% in the fourth quarter of 2002 from which date it has not been consolidated. Sea Containers currently holds almost 43% of OEHL with 14.4m shares worth $250m at recent share prices

 

14



 

Summary Results by Segment

 

 

 

2002

 

2003

 

$’000s

 

Nine Months
Ended
30/09/2002

 

Three Months
Ended
31/12/2002

 

Year Ended
31/12/2002

 

Nine Months
Ended
30/09/2003

 

Revenue

 

 

 

 

 

 

 

 

 

Ferry Operations

 

406,345

 

169,522

 

575,867

 

594,717

 

Rail Operations

 

494,127

 

201,648

 

695,775

 

526,947

 

Container Operations

 

90,256

 

32,721

 

122,977

 

100,726

 

Investment in Orient-Express Hotels

 

12,492

 

2,248

 

14,740

 

7,010

 

Other Operations

 

20,958

 

3,548

 

24,506

 

22,118

 

Total

 

1,024,178

 

409,687

 

1,433,865

 

1,251,518

 

EBIT

 

 

 

 

 

 

 

 

 

Ferry Operations

 

39,070

 

12,353

 

51,423

 

24,142

 

Rail Operations

 

44,258

 

24,635

 

68,893

 

63,219

 

Container Operations

 

15,196

 

8,303

 

23,499

 

26,696

 

Other Operations

 

7,068

 

(2,616

)

4,452

 

5,779

 

Corporate Costs

 

(11,155

)

(3,883

)

(15,038

)

(11,759

)

Gain on Ferry Assets / Non-Recurring Charge

 

 

 

 

60,000

 

 

 

94,437

 

38,792

 

133,229

 

168,077

 

Investment in Orient-Express Hotels

 

12,492

 

2,248

 

14,740

 

7,010

 

Earnings Before Net Finance Costs

 

106,929

 

41,040

 

147,969

 

175,087

 

Net Finance Costs

 

(73,529

)

(26,459

)

(99,988

)

(67,501

)

Earnings Before Tax

 

33,400

 

14,581

 

47,981

 

107,586

 

Tax / Pref. Dividends / Minority Interest

 

(5,501

)

(552

)

(6,053

)

(7,848

)

Net Earnings

 

27,899

 

14,029

 

41,928

 

99,738

 

 

NOTE:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

 

 

 

 

 

 

 

Ferry Operations

 

24,267

 

11,070

 

35,337

 

38,200

 

Rail Operations

 

6,521

 

2,722

 

9,243

 

7,550

 

Container Operations

 

41,717

 

11,844

 

53,561

 

36,338

 

Other Operations

 

958

 

256

 

1,214

 

906

 

Total

 

73,463

 

25,892

 

99,355

 

82,994

 

 

15



 

Summary Balance Sheets

 

$’000s

 

31/12/2002

 

30/09/2003

 

 

 

 

 

 

 

Cash

 

218,022

 

130,813

 

 

 

 

 

 

 

Receivables and Inventories

 

269,801

 

330,369

 

 

 

 

 

 

 

Fixed and Other Assets

 

2,020,441

 

1,903,703

 

 

 

 

 

 

 

Investments

 

288,570

 

311,022

 

 

 

 

 

 

 

 

 

2,796,834

 

2,675,907

 

 

 

 

 

 

 

Current & Other Liabilities

 

425,728

 

446,354

 

 

 

 

 

 

 

Bank Debt

 

1,263,006

 

1,162,024

*

 

 

 

 

 

 

Senior Notes & Subordinated Debentures

 

521,268

 

385,289

 

 

 

 

 

 

 

Redeemable Preferred Shares

 

15,000

 

15,000

 

 

 

 

 

 

 

Shareholders Equity

 

571,832

 

667,240

 

 

 

 

 

 

 

 

 

2,796,834

 

2,675,907

 

 


* Note: Debt includes securitised container debt of $217m.

 

16



 

SCL Debt Summary

 

              Debt at 31/12/2002 and 30/09/2003 represents actual figures.

 

              Debt from 31/12/2003 to 31/12/2006 based on repayment of debt as it becomes due, subject to potential refinancings.

 

$’000s

 

31/12/2002
Actual

 

30/09/2003
Actual

 

31/12/2003

 

31/12/2004

 

31/12/2005

 

31/12/2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Repayments in Period

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank Finance

 

 

 

 

 

 

 

 

 

 

 

 

 

Scheduled Repayments

 

 

 

 

 

39,002

 

272,015

 

119,857

 

121,466

 

less: Anticipated Refinancing*

 

 

 

 

 

 

 

(100,000

)

20,000

 

20,000

 

Net Repayments

 

 

 

 

 

39,002

 

172,015

 

139,857

 

141,466

 

Public Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

Scheduled Repayments

 

 

 

 

 

 

 

79,383

 

 

 

136,711

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Period-End Debt Outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank Finance

 

1,263,006

 

1,162,024

 

1,123,022

 

951,007

 

811,150

 

669,684

 

Public Debt

 

521,268

 

385,289

 

385,289

 

305,906

 

305,906

 

169,195

 

Total Period- End Debt

 

1,784,274

 

1,547,313

 

1,508,311

 

1,256,913

 

1,117,056

 

838,879

 

 


*  Anticipated refinancing relates to the revolving container facility coming due in October, 2004.

 

17



 

Reconciliation of Earnings from SEC 10Q/10K to Summary Results

 

 

 

Nine Months to
September 30, 2002

 

 

 

 

 

Adjusted for

 

Per

 

 

 

As Per

 

OEH

 

SCL’s Share

 

Summary

 

$’000

 

Form 10-Q

 

Operations

 

of OEH

 

Results

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

1,227,538

 

(215,852

)

 

 

1,011,686

 

SCL’s share of OEH reported in summary

 

 

 

12,492

 

12,492

 

 

 

1,227,538

 

(215,852

)

12,492

 

1,024,178

 

 

 

 

 

 

 

 

 

 

 

Earnings before net finance costs

 

133,464

 

(39,027

)

12,492

 

106,929

 

Net finance costs

 

(88,211

)

14,682

 

 

(73,529

)

Earnings before minority interests and income taxes

 

45,253

 

(24,345

)

12,492

 

33,400

 

Minority interests

 

(10,958

)

8,625

 

 

(2,333

)

Provision for income taxes

 

5,580

 

(3,228

)

 

8,808

 

Preference Share Dividends

 

816

 

 

 

816

 

Net earnings

 

27,899

 

(12,492

)

12,492

 

21,443

 

 

 

 

 

 

 

 

 

 

 

 

 

Twelve Months to
December 31, 2002

 

 

 

 

 

Adjusted for

 

Per

 

 

 

As Per

 

OEH

 

SCL’s Share

 

Summary

 

$’000

 

Form 10-K

 

Operations

 

of OEH

 

Results

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

1,637,225

 

(218,100

)

 

1,419,125

 

SCL’s share of OEH reported in summary

 

 

 

14,740

 

14,740

 

 

 

1,637,225

 

(218,100

)

14,740

 

1,433,865

 

 

 

 

 

 

 

 

 

 

 

Earnings before net finance costs

 

174,504

 

(41,275

)

14,740

 

147,969

 

Net finance costs

 

(114,670

)

14,682

 

 

(99,988

)

Earnings before minority interests and income taxes

 

59,834

 

(26,593

)

14,740

 

47,981

 

Minority interests

 

(10,958

)

8,625

 

 

(2,333

)

Provision for income taxes

 

5,860

 

(3,228

)

 

9,088

 

Preference Share Dividends

 

1,088

 

 

 

1,088

 

Net earnings

 

41,928

 

(14,740

)

14,740

 

35,472

 

 

18



 

 

SEA CONTAINERS LTD.

 

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. 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 presentation and the accompanying oral remarks by management contain, in addition to historical information, forward-looking statements that involve risks and uncertainties. These include statements regarding earnings growth, investment and disposal plans, possible debt restructuring or repayment 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 presentation and oral remarks, unknown effects on the transport, leasing and leisure markets in which the company operates 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, inability to sustain price increases or to reduce costs, fluctuations in interest rates, currency values and public securities prices, variable fuel prices, variable container prices and container lease and utilization rates, uncertainty of negotiating and completing proposed purchase, sale or capital expenditure transactions, inadequate sources of capital and unacceptability of finance terms, global, regional and industry economic conditions, shifting patterns and levels of world trade and tourism, seasonality and adverse weather conditions, changes in ferry service and ship deployment plans, inability of Network Rail to restore, improve and maintain the U.K. rail infrastructure and uncertainty of settling claims against Network Rail and insurers, litigation risk in claims against H.M. Customs and Excise resulting in less recovery than expected, and legislative, regulatory and political developments including the uncertainty of extending the GNER rail franchise beyond 2005 or obtaining other U.K. rail franchises. Further information regarding these and other factors is included in the filings by the company and Orient-Express Hotels Ltd. with the U.S. Securities and Exchange Commission.

 

19



 

ORIENT-EXPRESS HOTELS LTD.

 

Management believes that EBITDA (earnings before interest, tax, depreciation and amortization) is a useful measure of operating performance, to help determine the ability of a company or property 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 presentation and accompanying oral remarks by management contain, 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 presentation and oral remarks, 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 change 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.

 

20