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Fairmont Hotels & Resorts Inc. Reports Preliminary Fourth Quarter
And Year-End 2004 Results
- Comparable Owned Hotel RevPar Increases 17.9% in the Fourth Quarter -
TORONTO, Jan. 27 /PRNewswire-FirstCall/ -- Fairmont Hotels & Resorts Inc.
("FHR" or the "Company") (TSX/NYSE: FHR) today announced its preliminary
unaudited financial results for the fourth quarter and year ended December 31,
2004 (see Other Matters). These financial results have been prepared in
accordance with Canadian generally accepted accounting principles. All amounts
are expressed in U.S. dollars.
Fourth Quarter 2004 Highlights
- Operating revenues(1) improved 14% to $156 million.
- EBITDA(2) increased sharply to $21 million compared to $10 million
for same period in 2003.
- Revenue per available room ("RevPAR") for the comparable owned
portfolio improved 17.9%. Occupancy improved 6.0 points (11.9%) and
average daily rate ("ADR") increased 5.4%.
- Acquired the Monte Carlo Grand Hotel, in a joint venture with Kingdom
Hotels International ("Kingdom") and Bank of Scotland Corporate.
"During the fourth quarter, we were very pleased with our hotel operating
performance. Our Canadian properties experienced a solid rebound over last year
and our U.S. and International hotels continue to produce considerable RevPAR
growth driven by both occupancy and rate increases in most markets," said
William R. Fatt, FHR's Chief Executive Officer. "Our full-year 2004 EBITDA of
$181 million includes $6 million from real estate activities and an
unanticipated $3 million charge related to stock appreciation rights issued
prior to the 2001 reorganization of Canadian Pacific Ltd, which increased as a
result of the fourth quarter rise in the stock price of FHR and the predecessor
companies."
"Looking forward to 2005 we are excited about the opportunity for our recently
renovated portfolio to benefit from improving business conditions and expect
robust growth of approximately 23% over our 2004 comparable EBITDA," commented
Mr. Fatt. "Additionally, we are increasing our focus on hastening the growth of
the Fairmont brand through portfolio expansion. By leveraging the strength of
our balance sheet and our growing number of capital partners, we are poised for
an exciting year ahead."
Fourth Quarter Ownership Operations
Fourth quarter revenues from hotel ownership improved 13% to $138 million. The
Canadian properties experienced revenue improvement of 20% over the prior year.
In particular, The Fairmont Chateau Lake Louise enjoyed considerable revenue
growth, largely as a result of continued strength in Asian tour business and
from the addition of the resort's new guestrooms and meeting facilities.
Excluding the two resorts sold in the third quarter and The Fairmont
Southampton, which was closed for hurricane repairs during the fourth quarter
of 2003, U.S. and International hotel revenues were up 20%. The Fairmont
Orchid, Hawaii and the Mexican properties contributed most significantly to
this improvement.
RevPAR for the comparable owned portfolio increased 17.9% in the fourth
quarter, resulting from the combination of a 6.0 point improvement in occupancy
and a 5.4% increase in ADR. The U.S. and International owned comparable
portfolio enjoyed solid leisure demand, which drove both occupancy and ADR and
resulted in a robust 19.7% RevPAR increase. ADR growth at most of the Canadian
owned hotels generated a RevPAR improvement of 16.1%. When compared to the
fourth quarter of 2003, the average Canadian dollar exchange rate for the
quarter appreciated approximately 7% against the U.S. dollar. Adjusting for the
foreign exchange impact, RevPAR for the Canadian portfolio was up approximately
8%.
FHR's investment in Legacy generated an equity loss of $2 million, compared to
an equity loss of $4 million in the same period last year.
2004 fourth quarter real estate activities generated primarily by Fairmont
Heritage Place, FHR's vacation ownership business, produced $5 million in
revenues and a $2 million loss to EBITDA. The loss was greater than anticipated
as the early phases of our vacation ownership project in Acapulco are absorbing
the majority of the initial common costs. Real estate activities for the same
period in 2003 generated $5 million in revenues and a $3 million loss to
EBITDA.
Fourth Quarter Management Operations
Fairmont
Revenues under management of $430 million increased 21% over 2003. Improved
operating results and the addition of The Fairmont Turnberry Isle Resort & Club
contributed to this increase. Management fee revenues were up 27% to $14
million, commensurate with the increase in revenues under management and
improvement in incentives fees.
For the Fairmont comparable managed portfolio, RevPAR increased 12.9% to
$112.95. RevPAR for the U.S. and International portfolio showed solid
improvement with RevPAR up 12.7%, resulting from a 5.5% increase in ADR
combined with an occupancy gain of 3.9 points. The Canadian comparable
portfolio reported a 13.7% RevPAR improvement, driven primarily by increases in
ADR of 11.5% and occupancy of 1.2 points. Adjusting for the foreign exchange
impact, RevPAR at the Canadian portfolio was up approximately 6% over 2003.
Delta
In the fourth quarter, Delta's revenues under management increased 21% to $100
million, partially due to the quarter over quarter appreciation of the Canadian
dollar. Management fee revenues of $3 million were flat compared to the same
period in 2003. During the quarter, RevPAR increased 12.4% resulting from an
8.8% ADR increase and a 1.9 point improvement in occupancy. Adjusting for the
foreign exchange impact, RevPAR was up approximately 4%.
Fourth Quarter Consolidated Results
Fourth quarter 2004 EBITDA was $21 million compared to $10 million for the same
period in 2003. The 2003 fourth quarter includes $5 million in EBITDA
contribution from the two resorts sold in the third quarter and a $2 million
provision taken in 2003 related to hurricane damage in Bermuda.
General and administrative expenses for the 2004 fourth quarter include a $3
million ($0.02 per share) charge relating to stock appreciation rights. These
stock appreciation rights were granted to certain former Canadian Pacific
Limited employees prior to the 2001 reorganization and continue to be an
obligation of FHR. The rapid increase in share price of FHR and Encana
Corporation during the fourth quarter of 2004 gave rise to this unexpected
incentive compensation charge.
FHR's fourth quarter 2004 net loss improved to $4 million (diluted loss per
share of $0.06), compared to the prior year's loss of $14 million (diluted loss
per share of $0.17).
Year-end Consolidated Results
For the year ended December 31, 2004, operating revenues increased 11% to $731
million from $659 million in the prior year, despite the lost revenues from the
two hotel sales in 2004. All owned properties contributed to this growth led by
The Fairmont Southampton, The Fairmont Orchid, Hawaii and The Fairmont Chateau
Lake Louise. EBITDA for the year of $181 million was up 27% from $142 million
in 2003.
Equity losses generated from FHR's investment in Legacy were $2 million
compared to equity losses of $9 million in 2003. Legacy's portfolio continues
to benefit from improving travel demand to its portfolio following the
unanticipated events of 2003.
Revenues from real estate activities were $31 million compared to $36 million
in 2003. In 2004, FHR disposed of two land holdings resulting in revenues of
$15 million. FHR's vacation ownership business contributed the balance of the
revenues. EBITDA from real estate activities was $6 million compared to $10
million in the prior year.
2004 general and administrative expenses were $30 million compared to $17
million in 2003. In 2004 the Company experienced higher corporate overhead
costs relating to public company regulatory requirements under the Sarbanes-
Oxley Act, incentive compensation issued to Fairmont employees in lieu of stock
options and stock appreciation rights issued by the predecessor company.
Furthermore, the year over year appreciation of the Canadian dollar had an
impact on expenses, the majority of which are incurred in Canadian dollars.
Net income of $156 million (diluted EPS of $1.97) includes a $76 million net
gain from the two hotel sales ($0.95 per share) and a $28 million gain from the
sale of Legacy units ($0.35 per share). 2003 net income of $51 million included
a $24 million ($0.31 per share) income tax recovery from a favorable tax
reassessment offset by a $9 million ($0.11 per share) provision for hurricane
damage. Excluding these unusual items, 2004 net income for the year was ahead
of last year by approximately 50%.
Capital Expenditures
Hotel related capital expenditures for the quarter totaled $19 million and $77
million for the year. After five years of extensive capital investment, FHR has
completed all of its major renovation plans. As a result, the Company expects
its 2005 hotel related capital budget to be more modest, likely in the range of
approximately $55 - $65 million.
Announcements and Corporate Activities
In the fourth quarter of 2004, FHR entered into a European focused joint
venture with two of its strategic partners, Kingdom and Bank of Scotland
Corporate, a division of HBOS plc. The first investment of the joint venture
was the purchase of the Monte Carlo Grand Hotel in Monaco. The acquisition
closed in December 2004 and the property will be flagged "The Fairmont Monte
Carlo" in March 2005.
FHR appointed Michael F. Glennie as Executive Vice President, Real Estate. Mr.
Glennie will be responsible for maximizing earnings and opportunities for the
Company's owned hotels and resorts as well as other real estate holdings.
During the quarter, FHR repurchased 1.1 million shares under its normal course
issuer bid at a total cost of $33 million. In 2004, the Company repurchased 3.0
million shares or approximately 3.8% of its outstanding shares for a total cost
of $85 million.
FHR announced on January 19, 2005, that it has assumed management of The Savoy
Hotel, one of London's most-recognized luxury hotel properties. The hotel will
be known as "The Savoy, A Fairmont Hotel".
On January 19, 2005, FHR also announced the appointment of John Carnella as
Executive Vice President and Chief Financial Officer effective March 1, 2005.
Mr. Carnella brings over 16 years of finance, capital markets and real estate
investment experience to this position. Most recently he served as Senior Vice
President Finance and Treasurer of Host Marriott Corporation.
Outlook
"Consumer economic indicators for the year ahead are positive, which should
continue to bode well for leisure travel and in particular the luxury segment.
While anticipating significant growth overall, we expect stronger operating
performance from our U.S. portfolio as our Canadian portfolio will be partially
affected by the strong Canadian dollar," said Mr. Fatt.
The Company's guidance for the full-year 2005 is as follows:
-----------------------------------------------
(In millions) 2005 Guidance
-----------------------------------------------
-----------------------------------------------
EBITDA $185 - $195
-----------------------------------------------
Net Income $58 - $65
-----------------------------------------------
Diluted earnings per share(4) $0.79 - $0.87
-----------------------------------------------
The expected improvement in hotel operations will be somewhat offset by an
increase in development costs and incentive compensation costs, as the Company
plans to invest in additional development resources to drive the expansion of
its management portfolio and has largely discontinued its issuance of stock
options.
The 2005 guidance does not include any real estate gains and general and
administrative expenses for the full year are expected to represent about 5% -
7% of total operating expenses for 2005. FHR has assumed a 2005 full-year tax
rate of 31%.
In order to enable a more meaningful comparison of the Company's past, present
and future results, historical EBITDA has been adjusted for the hotels sold
during 2004 and real estate activities and is presented below:
-----------------------------------------------------------
(In millions) Year ended December 31
-----------------------------------------------------------
2004 2003
-----------------------------------------------------------
-----------------------------------------------------------
EBITDA $ 181 $ 142
-----------------------------------------------------------
Less: EBITDA from sold hotels(3) (20) (28)
-----------------------------------------------------------
EBITDA from real estate activities (6) (10)
-----------------------------------------------------------
EBITDA adjusted for 2004 hotel sales
and real estate activities $ 155 $ 104
-----------------------------------------------------------
"We are increasing our focus on hastening the growth of the Fairmont brand
through portfolio expansion. By leveraging the strength of our balance sheet
and our growing number of capital partners, we are poised for an exciting year
ahead," said Mr. Fatt.
FHR has provided 2005 portfolio seasonality information on the Company's
website under "Portfolio Seasonality" in Investor Information.
Other Matters
The preliminary financial information presented in this release remains subject
to additional review and final year-end closing procedures performed by the
Company and the completion of the year-end audit by its external auditors. FHR
expects that its audited financial results will be finalized on February 18th,
2005 and will file its financial statements and management's discussion and
analysis with the securities regulators shortly thereafter.
Corporate general and administrative expenses have been reclassified in our
consolidated statements of income as "General and administrative expenses".
General and administrative expenses have been segregated in order to provide a
more meaningful comparison of the Company's hotel operations. The
reclassification had no impact on FHR's consolidated EBITDA, net income, per
share income, cash flow or financial position. In prior years, these expenses
were included in hotel ownership and management expenses. A reclassification of
operating expenses for the last seven quarters is available on the Company's
website under "G&A expenses" in Investor Information.
FHR expects to release its 2004 annual report in March and will hold its Annual
General Meeting at 10:00 a.m. Eastern Time on May 3, 2005 at The Fairmont Royal
York in Toronto.
About Fairmont Hotels & Resorts Inc.
FHR is one of North America's leading owner/operators of luxury hotels and
resorts. FHR's managed portfolio consists of 83 luxury and first-class
properties with more than 33,000 guestrooms in the United States, Canada,
Mexico, Bermuda, Barbados, United Kingdom, Monaco and the United Arab Emirates.
FHR owns Fairmont Hotels Inc., North America's largest luxury hotel management
company, as measured by rooms under management, with 46 distinctive city center
and resort hotels such as The Fairmont San Francisco, The Fairmont Banff
Springs and The Fairmont Scottsdale Princess. FHR also owns Delta Hotels,
Canada's largest first-class hotel management company, which manages and
franchises 37 city center and resort properties in Canada. In addition to hotel
management, FHR holds real estate interests in 23 properties and an approximate
24% investment interest in Legacy Hotels Real Estate Investment Trust, which
owns 24 properties.
FHR will hold a conference call today, January 27, 2005 at 1:30 p.m. Eastern
Time to discuss its results. To participate, please dial 416.405.9310 or
1.877.211.7911. You will be requested to identify yourself and the organization
on whose behalf you are participating. A recording of this call will be made
available beginning at 4:30 p.m. Eastern Time on January 27, 2005 through to
February 3, 2005 by dialing 416.695.5800 or 1.800.408.3053 using the
reservation No. 3132603. A live audio webcast of the conference call will be
available via FHR's website (http://www.fairmont.com/investor). An archived
recording of the webcast will remain available on FHR's website following the
conference call.
This press release contains certain forward-looking statements relating, but
not limited to, FHR's operations, anticipated financial performance, business
prospects and strategies. Forward-looking information typically contains
statements with words such as "anticipate", "believe", "expect", "plan",
"guidance" or similar words suggesting future outcomes. Such forward- looking
statements are subject to risks, uncertainties and other factors, which could
cause actual results to differ materially from future results expressed,
projected or implied by such forward-looking statements. Such factors include,
but are not limited to economic, competitive and lodging industry conditions.
FHR disclaims any responsibility to update any such forward-looking statements.
-------------------------------------------------------------------------
Three months ended Year ended
December 31 December 31
-------------------------------------------------------------------------
2004 2003 Variance 2004 2003 Variance
-------------------------------------------------------------------------
OWNED
HOTELS
-------------------------------------------------------------------------
Worldwide
13 properties/
6,364 rooms
-------------------------------------------------------------------------
RevPAR 99.89 84.74 17.9% 117.78 99.69 18.1%
-------------------------------------------------------------------------
ADR 176.50 167.47 5.4% 188.83 179.17 5.4%
-------------------------------------------------------------------------
Occupancy 56.6% 50.6% 6.0 points 62.4% 55.6% 6.8 points
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Canada
7 properties/
3,336 rooms
-------------------------------------------------------------------------
RevPAR 84.76 72.98 16.1% 114.93 99.67 15.3%
-------------------------------------------------------------------------
ADR 149.14 136.18 9.5% 174.01 163.44 6.5%
-------------------------------------------------------------------------
Occupancy 56.8% 53.6% 3.2 points 66.0% 61.0% 5.0 points
-------------------------------------------------------------------------
-------------------------------------------------------------------------
U.S. and
International
6 properties/
3,028 rooms
-------------------------------------------------------------------------
RevPAR 116.55 97.36 19.7% 120.89 99.71 21.2%
-------------------------------------------------------------------------
ADR 206.88 205.49 0.7% 207.11 199.81 3.7%
-------------------------------------------------------------------------
Occupancy 56.3% 47.4% 8.9 points 58.4% 49.9% 8.5 points
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
FAIRMONT MANAGED
HOTELS
-------------------------------------------------------------------------
Worldwide
40 hotels/
19,885 rooms
-------------------------------------------------------------------------
RevPAR 112.95 100.08 12.9% 119.36 104.73 14.0%
-------------------------------------------------------------------------
ADR 187.12 173.07 8.1% 184.66 172.54 7.0%
-------------------------------------------------------------------------
Occupancy 60.4% 57.8% 2.6 points 64.6% 60.7% 3.9 points
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Canada
20 properties/
10,099 rooms
-------------------------------------------------------------------------
RevPAR 85.61 75.27 13.7% 100.18 86.39 16.0%
-------------------------------------------------------------------------
ADR 144.21 129.39 11.5% 153.43 140.38 9.3%
-------------------------------------------------------------------------
Occupancy 59.4% 58.2% 1.2 points 65.3% 61.5% 3.8 points
-------------------------------------------------------------------------
-------------------------------------------------------------------------
U.S. and
International
20 properties/
9,786 rooms
-------------------------------------------------------------------------
RevPAR 140.70 124.88 12.7% 138.75 123.14 12.7%
-------------------------------------------------------------------------
ADR 229.25 217.29 5.5% 216.90 205.70 5.4%
-------------------------------------------------------------------------
Occupancy 61.4% 57.5% 3.9 points 64.0% 59.9% 4.1 points
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
DELTA MANAGED
HOTELS
-------------------------------------------------------------------------
Worldwide
27 properties/
8,171 rooms
-------------------------------------------------------------------------
RevPAR 60.95 54.23 12.4% 64.43 55.36 16.4%
-------------------------------------------------------------------------
ADR 100.52 92.35 8.8% 98.53 91.78 7.4%
-------------------------------------------------------------------------
Occupancy 60.6% 58.7% 1.9 points 65.4% 60.3% 5.1 points
-------------------------------------------------------------------------
Comparable hotels and resorts are considered to be properties that were fully
open under FHR management for at least the entire current and prior period.
Comparable hotels and resorts statistics exclude properties under major
renovation that would have a significant adverse effect on the properties'
primary operations. The following properties were excluded:
Owned: The Fairmont Southampton; The Fairmont Copley Plaza Boston;
The Fairmont Kea Lani Maui (sold July 2004); The Fairmont
Glitter Bay (sold July 2004)
Fairmont
Managed: The Fairmont Southampton; The Fairmont Olympic Hotel, Seattle;
The Fairmont Turnberry Isle Resort & Club, Miami; Monte Carlo
Grand Hotel
Delta
Managed: Delta Meadowvale and Delta franchised hotels
FHR's 2004 quarterly operating statistics for its 2005 comparable hotel
portfolios are available on the Company's website
(http://www.fairmont.com/investor).
1. Operating revenues excludes other revenues from managed and
franchised properties (consists of direct and indirect costs relating
primarily to marketing and reservation services that are reimbursed
by hotel owners on a cost recovery basis). Management considers that
the exclusion of such revenues provides a meaningful measure of
operating performance, however, it is not a defined measure of
operating performance under Canadian generally accepted accounting
principles ("Canadian GAAP"). It is likely that FHR's calculation of
operating revenues is different than the calculation used by other
entities.
2. EBITDA is defined as earnings before interest, taxes, amortization,
gain on sales of investments and hotel assets and other (income)
expenses. Income from investments and other is included in EBITDA.
Management considers EBITDA to be a meaningful indicator of hotel
operations and uses it as the primary measurement of operating
segment profit and loss. However, it is not a defined measure of
operating performance under Canadian GAAP. It is likely that FHR's
calculation of EBITDA is different than the calculations used by
other entities.
Reconciliation of EBITDA to net income:
Three months ended Year ended
December 31 December 31
-------------------------------------------------------------------------
In millions of dollars 2004 2003 2004 2003
-------------------------------------------------------------------------
EBITDA $ 21 $ 10 $ 181 $ 142
Deduct (Add):
Gain on sales of investments and
hotel assets 1 - (144) -
Other (income) expenses, net - 2 - 2
Amortization 20 17 74 67
Interest expense, net 7 11 33 34
Income tax expense (recovery) (3) (6) 62 (12)
-------------------------------------------------------------------------
Net income $ (4) $ (14) $ 156 $ 51
-------------------------------------------------------------------------
3. The Fairmont Kea Lani Maui and The Fairmont Glitter Bay were sold in
July 2004.
4. The Company's assumption for the diluted weighted average number of
common shares is 82.1 million shares. This assumes the issue of
7.2 million shares relating to the contingently convertible senior
notes and the add-back of the annual after-tax interest expense
thereon, are included as dilutive for 2005.
Summary of Hotel Portfolios
-------------------------------------------
At December 31
-------------------------------------------
2004 2003
-------------------------------------------
OWNED HOTELS
-------------------------------------------
Worldwide
-------------------------------------------
No. of Properties 15 17
-------------------------------------------
No. of Rooms 7,343 7,787
-------------------------------------------
-------------------------------------------
Canada
-------------------------------------------
No. of Properties 7 7
-------------------------------------------
No. of Rooms 3,336 3,268
-------------------------------------------
-------------------------------------------
U.S. and International
-------------------------------------------
No. of Properties 8 10
-------------------------------------------
No. of Rooms 4,007 4,519
-------------------------------------------
-------------------------------------------
FAIRMONT MANAGED
HOTELS
-------------------------------------------
Worldwide
-------------------------------------------
No. of Properties 45 43
-------------------------------------------
No. of Rooms 22,262 21,182
-------------------------------------------
-------------------------------------------
Canada
-------------------------------------------
No. of Properties 21 21
-------------------------------------------
No. of Rooms 10,422 10,361
-------------------------------------------
-------------------------------------------
U.S. and International
-------------------------------------------
No. of Properties 24 22
-------------------------------------------
No. of Rooms 11,840 10,821
-------------------------------------------
-------------------------------------------
DELTA MANAGED HOTELS
-------------------------------------------
Worldwide
-------------------------------------------
No. of Properties 37 39
-------------------------------------------
No. of Rooms 11,038 11,465
-------------------------------------------
-------------------------------------------
Fairmont Hotels & Resorts Inc.
Interim Consolidated Balance Sheets
(Stated in millions of U.S. dollars)
ASSETS
December 31 December 31
2004 2003
------------ ------------
(Unaudited)
Current assets
Cash and cash equivalents $ 99 $ 32
Accounts receivable 90 64
Inventory 16 14
Prepaid expenses and other 11 25
------------ ------------
216 135
Investments in partnerships and corporations
(note 6) 92 53
Investment in Legacy Hotels Real Estate
Investment Trust (note 4) 70 106
Non-hotel real estate 100 95
Property and equipment (note 3) 1,436 1,656
Goodwill 164 132
Intangible assets (note 6) 243 217
Other assets and deferred charges (note 6) 82 109
------------ ------------
$ 2,403 $ 2,503
------------ ------------
------------ ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities $ 124 $ 121
Taxes Payable 35 22
Dividends payable 5 3
Current portion of long-term debt (note 7) 4 118
------------ ------------
168 264
Long-term debt (notes 3 and 5) 398 540
Other liabilities 96 91
Future income taxes 91 62
------------ ------------
753 957
------------ ------------
Shareholders' Equity (note 8) 1,650 1,546
------------ ------------
$ 2,403 $ 2,503
------------ ------------
------------ ------------
Fairmont Hotels & Resorts Inc.
Interim Consolidated Statements of Income
(Stated in millions of U.S. dollars, except per share amounts)
Three months ended Year ended
December 31 December 31
2004 2003 2004 2003
----------- ----------- ----------- -----------
(Unaudited) (Unaudited) (Unaudited)
Revenues
Hotel ownership
operations $ 138 $ 122 $ 654 $ 585
Management operations 13 10 46 38
Real estate activities 5 5 31 36
----------- ----------- ----------- -----------
156 137 731 659
Other revenues from
managed and franchised
properties 12 9 40 33
----------- ----------- ----------- -----------
168 146 771 692
Expenses
Hotel ownership
operations 111 104 475 449
Management operations 6 5 19 16
Real estate activities 7 8 25 26
General and
administrative 9 4 30 17
----------- ----------- ----------- -----------
133 121 549 508
Other expenses from
managed and franchised
properties 12 11 41 35
----------- ----------- ----------- -----------
145 132 590 543
Loss from equity
investments and other (2) (4) - (7)
----------- ----------- ----------- -----------
Operating income before
undernoted items 21 10 181 142
Amortization 20 17 74 67
Other expenses, net - 2 - 2
Interest expense, net 7 11 33 34
(Gain) loss on sales of
investments and hotel
assets (notes 3 and 4) 1 - (144) -
----------- ----------- ----------- -----------
Income (loss) before
income tax expense (7) (20) 218 39
----------- ----------- ----------- -----------
Income tax expense
(recovery)
Current 4 4 54 12
Future (7) (10) 8 (24)
----------- ----------- ----------- -----------
(3) (6) 62 (12)
----------- ----------- ----------- -----------
Net income (loss) $ (4) $ (14) $ 156 $ 51
----------- ----------- ----------- -----------
Weighted average number of
common shares outstanding
(in millions) (note 8)
Basic 77 79 78 79
Diluted 78 79 79 80
Basic earnings (loss)
per common share $ (0.06) $ (0.17) $ 1.99 $ 0.64
Diluted earnings (loss)
per common share $ (0.06) $ (0.17) $ 1.97 $ 0.63
Fairmont Hotels & Resorts Inc.
Interim Consolidated Statements of Cash Flows
(Stated in millions of U.S. dollars)
Three months ended Year ended
December 31 December 31
2004 2003 2004 2003
----------- ----------- ----------- -----------
Cash provided by (Unaudited) (Unaudited) (Unaudited)
(used in)
Operating activities
Net Income (loss) $ (4) $ (14) $ 156 $ 51
Items not affecting cash
Amortization of property
and equipment 19 16 71 64
Amortization of
intangible assets 1 1 3 3
Loss from equity
investments and other 2 4 - 7
Future income taxes (7) (10) 8 (24)
Unrealized foreign
exchange gain (17) - (20) -
(Gain) loss on sales
of investments and
hotel assets 1 - (144) -
Other 1 (1) 9 (12)
Distributions from
investments 3 2 7 7
Changes in non-hotel
real estate 2 6 2 13
Changes in non-cash working
capital items (note 9) (34) 19 (18) -
----------- ----------- ----------- -----------
(33) 23 74 109
----------- ----------- ----------- -----------
Investing activities
Additions to property
and equipment (19) (32) (77) (87)
Acquisitions, net of cash
acquired - - - 6
Investments in partnerships
and corporations (30) (1) (35) (2)
Sales of investments and
hotel assets (1) - 443 -
Collection of loans
receivable 15 7 24 7
Issuance of loans
receivable - (3) (7) (31)
Investments in intangible
assets (3) - (3) -
----------- ----------- ----------- -----------
(38) (29) 345 (107)
----------- ----------- ----------- -----------
Financing activities
Issuance of long-term debt 33 1 116 163
Repayment of long-term
debt (1) (273) (381) (424)
Net proceeds from issuance
of convertible notes - 263 - 263
Proceeds from exercise
of stock options 2 1 3 1
Repurchase of common shares (33) - (85) (17)
Dividends paid - - (6) (5)
----------- ----------- ----------- -----------
1 (8) (353) (19)
----------- ----------- ----------- -----------
Effect of exchange rate
changes on cash 1 (3) 1 -
----------- ----------- ----------- -----------
Increase (decrease)
in cash (69) (17) 67 (17)
Cash and cash equivalents
- beginning of period 168 49 32 49
----------- ----------- ----------- -----------
Cash and cash equivalents
- end of period $ 99 $ 32 $ 99 $ 32
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Fairmont Hotels & Resorts Inc.
Interim Consolidated Statements of Retained Earnings
(Stated in millions of U.S. dollars)
Three months ended Year ended
December 31 December 31
2004 2003 2004 2003
----------- ----------- ----------- -----------
(Unaudited) (Unaudited) (Unaudited)
Balance - Beginning
of period $ 215 $ 95 $ 78 $ 39
Net income (loss) (4) (14) 156 51
----------- ----------- ----------- -----------
211 81 234 90
Repurchase of common
shares (note 8) (17) - (37) (6)
Dividends (5) (3) (8) (6)
----------- ----------- ----------- -----------
Balance - End of period $ 189 $ 78 $ 189 $ 78
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Fairmont Hotels & Resorts Inc.
Notes to Interim Consolidated Financial Statements
(Stated in millions of U.S. dollars)
(Unaudited)
1. Fairmont Hotels & Resorts Inc. ("FHR" or the "Company") has operated
and owned hotels and resorts for over 116 years and currently manages
properties principally under the Fairmont and Delta brands. At
December 31, 2004, FHR managed or franchised 83 luxury and
first-class hotels. FHR owns Fairmont Hotels Inc. ("Fairmont"), which
at December 31, 2004, managed 45 properties in major city centers and
key resort destinations throughout Canada, the United States, Mexico,
Bermuda, Barbados, Europe and the United Arab Emirates. Delta Hotels
Limited ("Delta"), a wholly owned subsidiary of FHR, managed or
franchised 37 Canadian hotels and resorts at December 31, 2004.
In addition to hotel and resort management, as at December 31 2004,
FHR had hotel ownership interests ranging from approximately 15% to
100% in 23 properties, located in Canada, the United States, Mexico,
Bermuda, Barbados, Europe and the United Arab Emirates. FHR also has
an approximate 24% equity interest in Legacy Hotels Real Estate
Investment Trust ("Legacy"), which owns 24 hotels and resorts across
Canada and the United States. FHR also owns real estate properties
that are suitable for either commercial or residential development,
and has a vacation ownership product.
Results for the three months ended December 31, 2004 are not
necessarily indicative of the results that may be expected for a full
year due to seasonal and short-term variations. Revenues are
typically higher in the second and third quarters versus the first
and fourth quarters of the year.
2. These interim consolidated financial statements do not include all
disclosures as required by Canadian generally accepted accounting
principles ("GAAP") for annual consolidated financial statements and
should be read in conjunction with the audited consolidated financial
statements for the year ended December 31, 2003 presented in the
annual report. The accounting policies used in the preparation of
these interim consolidated financial statements are consistent with
the accounting policies used in the December 31, 2003 audited
consolidated financial statements, except as discussed below.
Hedging Relationships
Effective January 1, 2004, FHR implemented new guidance on accounting
for hedging relationships. The new guidelines specify the
circumstances in which hedge accounting is appropriate, including the
identification, documentation, designation and effectiveness of
hedges and also the discontinuance of hedge accounting. The adoption
of this accounting guidance did not have an impact on the Company's
financial statements.
Generally Accepted Accounting Principles and General Standards of
Financial Statement Presentation
Effective January 1, 2004 the Company adopted the Canadian Institute
of Chartered Accountants Handbook section 1100, "Generally Accepted
Accounting Principles". The section provides guidance on sources to
consult when selecting accounting policies and determining
appropriate disclosures when a matter is not dealt with explicitly in
the primary sources of GAAP. No changes to accounting principles or
financial statement presentation were required.
3. On July 15, 2004, FHR finalized the sale of The Fairmont Kea Lani
Maui for cash proceeds of $355. The mortgage of $120 on this property
was repaid. FHR recognized a gain on the sale of approximately $68,
net of income taxes of $41. The resort will be managed by Fairmont
under a long-term management contract.
On July 9, 2004, FHR finalized the sale of The Fairmont Glitter Bay
for cash proceeds of approximately $32. The mortgage of $5 on this
property was repaid. FHR recognized a non-taxable gain on the sale of
$8. The resort will be managed by Fairmont under a long-term
management contract.
4. On September 13, 2004, FHR sold 12,000,000 units of Legacy for
approximately $63 in cash and recognized a gain of $28. The sale
decreases FHR's investment in Legacy to 23.7% from approximately 35%.
5. In March 2004, FHR entered into a new $400 unsecured credit facility
due March 2007. The interest rate is floating and is calculated based
on the borrower's choice of prime rate, bankers acceptance or LIBOR
plus a spread.
6. In April 2004, FHR finalized an agreement to invest $16 for a 14.5%
interest in The Fairmont Dubai. This investment is accounted for
using the equity method due to significant influence obtained through
various contractual arrangements. Upon finalization of this
agreement, $23 was moved from "Other assets and deferred charges",
$16 to "Investments in partnerships and corporations" and $7 to
"Intangible assets". The resort is managed by Fairmont under a
long-term management contract.
In December 2004, FHR invested $20 in cash for a 25% interest in a
partnership with Kingdom Hotels and the Bank of Scotland. The joint
venture, FHR European Ventures LLP, purchased the Monte Carlo Grand
Hotel in Monaco in December 2004. The investment is accounted for
using the equity method due to significant influence and through
contractual arrangements. Fairmont will manage the property under a
long-term management contract. Approximately $6 was allocated to
intangible assets relating to the management contract.
In December 2004, FHR invested $10 for an approximate 14% equity
interest in an entity named Nile City for Hotels and Tourism. Nile
City for Hotels and Tourism retains the investment in a hotel
property that is being constructed in Cairo, Egypt. The investment is
accounted for using the equity method due to significant influence
and through contractual arrangements. The resort will be managed by
Fairmont under a long-term management contract. Approximately $5 was
allocated to intangible assets relating to the management contract.
7. In August 2004, FHR purchased the remaining 16.5% of outstanding
shares of Fairmont from Maritz, Wolff & Co. for approximately $70 in
cash. FHR now owns 100% of Fairmont. The company had already been
consolidating 100% of Fairmont, by previously having recorded an
obligation of $69 representing the minimum amount a minority
shareholder was entitled to receive under a put option. During the
third quarter, FHR increased its previously reported goodwill and
future income tax balances by $17. As a result of this transaction,
current portion of long-term debt decreased by $69.
8. Shareholders' equity
December 31, December 31,
2004 2003
------------ ------------
Common shares $ 1,164 $ 1,202
Other equity 19 19
Treasury stock (6) -
Contributed surplus 142 142
Foreign currency translation adjustments 142 105
Retained earnings 189 78
------------ ------------
$ 1,650 $ 1,546
------------ ------------
The diluted weighted-average number of common shares outstanding is
calculated as follows:
Three months ended Year ended
December 31 December 31
2004 2003 2004 2003
-------- -------- -------- --------
(in millions) (in millions)
Weighted-average number of
common shares outstanding
- basic 77 79 78 79
Stock options 1 - 1 1
-------- -------- -------- --------
Weighted-average number of
common shares outstanding
- diluted 78 79 79 80
-------- -------- -------- --------
Effective October 24, 2004, FHR may repurchase for cancellation up to
10% of its outstanding common shares. The amounts and timing of
repurchases are at FHR's discretion. During the twelve months ended
December 31, 2004, under the current and previous normal course
issuer bid, FHR repurchased 3,024,600 shares (1,078,300 during the
fourth quarter). Total consideration relating to the repurchase
amounted to $85 ($33 for the fourth quarter), of which $42 was
charged to common shares, $37 was charged to retained earnings, and
$6 to treasury stock. Of the 1,078,300 shares, 166,100 shares were
classified as treasury stock as they were repurchased prior to
December 31, 2004 and cancelled in January 2005. During the twelve
months ended December 31, 2004, FHR issued 149,970 shares (101,031
shares for the fourth quarter) pursuant to the Key Employee Stock
Option Plan of which $3 was credited to common shares ($2 for the
fourth quarter) for proceeds from options exercised. In the fourth
quarter, 4,399 shares were cancelled relating to a plan of
arrangement. Securityholders were given six years from the effective
date of the arrangement (October 13, 1998) to claim these shares. At
December 31, 2004, 76,393,348 common shares were outstanding (2003 -
79,106,277).
During the twelve months ended December 31, 2004, 10,000 stock
options were granted (nil in the fourth quarter). Assuming FHR
elected to recognize the cost of its stock-based compensation based
on the estimated fair value of stock options granted after January 1,
2002 but before January 1, 2003, net income and basic and diluted
earnings per share would have been:
Three months ended Year ended
December 31 December 31
2004 2003 2004 2003
-------- -------- -------- --------
Reported net income $ (4) $ (14) $ 156 $ 51
Net income assuming fair
value method used $ (4) $ (14) $ 155 $ 50
Basic earnings per share $ (0.06) $ (0.17) $ 1.98 $ 0.64
Diluted earnings per share $ (0.06) $ (0.17) $ 1.96 $ 0.63
9. Changes in non-cash working capital:
Three months ended Year ended
December 31 December 31
2004 2003 2004 2003
-------- -------- -------- --------
Decrease (increase) in
current assets
Accounts receivable $ 8 $ 3 $ (23) $ 4
Inventory - - (1) -
Prepaid expenses and other 5 5 4 4
Increase (decrease) in
current liabilities
Accounts payable and
accrued liabilities (1) 8 (1) (9)
Taxes payable (46) 3 3 1
-------- -------- -------- --------
$ (34) $ 19 $ (18) $ -
-------- -------- -------- --------
10. Segmented Information
FHR has five reportable operating segments in two core business
activities, ownership and management operations. The segments are
hotel ownership, investment in Legacy, real estate activities,
Fairmont and Delta. Hotel ownership consists of real estate interests
ranging from approximately 15% to 100% in 23 properties. The
investment in Legacy consists of an approximate 24% equity interest
in Legacy, which owns 24 hotels and resorts across Canada and the
United States. Real estate activities consists primarily of two
undeveloped land blocks in Toronto and Vancouver and a vacation
ownership product. Fairmont is a North American luxury hotel and
resort management company and Delta is a Canadian first-class hotel
and resort management company.
The performance of all segments is evaluated by management primarily
on earnings before interest, taxes and amortization ("EBITDA"), which
is defined as income before interest, income taxes, amortization,
gain on sales of investments and hotel assets, and other (income)
expenses, net. EBITDA includes income from investments and other.
Amortization, interest and income taxes are not allocated to the
individual segments. All transactions among operating segments are
conducted at fair market value.
The following tables present revenues, EBITDA, total assets and
capital expenditures for FHR's reportable segments:
Three months ended December 31, 2004
------------------------------------------------------
Ownership Management
-------------------------------- ---------------------
Hotel Real estate
Ownership Legacy activities Fairmont Delta
---------- ---------- ---------- ---------- ----------
Operating revenues $ 138 $ - $ 5 $ 14 $ 3
Other revenues from
managed and
franchised
properties - - - 9 3
Income (loss) from
equity investments
and other - (2) - - -
EBITDA(b) 23 (2) (2) 9 2
Total assets(c) 1,604 70 103 920 79
Capital expenditures 18 - - 1 -
Three months ended
December 31, 2004
--------------------------------
Corporate Inter-
general segment
and adminis- elimi-
trative nation(a) Total
---------- ---------- ----------
Operating revenues $ - $ (4) $ 156
Other revenues from
managed and
franchised
properties - - 12
----------
168
Income (loss) from
equity investments
and other - - (2)
EBITDA(b) (9) - 21
Total assets(c) - (373) 2,403
Capital expenditures - 19
Three months ended December 31, 2003
------------------------------------------------------
Ownership Management
-------------------------------- ---------------------
Hotel Real estate
Ownership Legacy activities Fairmont Delta
---------- ---------- ---------- ---------- ----------
Operating revenues $ 122 $ - $ 5 $ 11 $ 3
Other revenues from
managed and
franchised
properties - - - 7 2
Income (loss) from
equity investments
and other - (4) - - -
EBITDA(b) 14 (4) (3) 7 2
Total assets(c) 1,916 106 102 351 76
Capital expenditures 30 - - 2 -
Three months ended
December 31, 2003
--------------------------------
Corporate Inter-
general segment
and adminis- elimi-
trative nation(a) Total
---------- ---------- ----------
Operating revenues $ - $ (4) $ 137
Other revenues from
managed and
franchised
properties - - 9
----------
146
Income (loss) from
equity investments
and other - - (4)
EBITDA(b) (4) (2) 10
Total assets(c) - (48) 2,503
Capital expenditures - - 32
Year ended December 31, 2004
------------------------------------------------------
Ownership Management
-------------------------------- ---------------------
Hotel Real estate
Ownership Legacy activities Fairmont Delta
---------- ---------- ---------- ---------- ----------
Operating revenues $ 654 $ - $ 31 $ 54 $ 13
Other revenues from
managed and
franchised
properties - - - 30 10
Income (loss) from
equity investments
and other 2 (2) - - -
EBITDA(b) 160 (2) 6 40 8
Total assets(c) 1,604 70 103 920 79
Capital expenditures 73 - - 4 -
Year ended
December 31, 2004
--------------------------------
Corporate Inter-
general segment
and adminis- elimi-
trative nation(a) Total
---------- ---------- ----------
Operating revenues $ - $ (21) $ 731
Other revenues from
managed and
franchised
properties - - 40
----------
771
Income (loss) from
equity investments
and other - - -
EBITDA(b) (30) (1) 181
Total assets(c) - (373) 2,403
Capital expenditures - - 77
Year ended December 31, 2003
------------------------------------------------------
Ownership Management
-------------------------------- ---------------------
Hotel Real estate
Ownership Legacy activities Fairmont Delta
---------- ---------- ---------- ---------- ----------
Operating revenues $ 585 $ - $ 36 $ 44 $ 12
Other revenues from
managed and
franchised
properties - - - 25 8
Income (loss) from
equity investments
and other 2 (9) - - -
EBITDA(b) 120 (9) 10 31 9
Total assets(c) 1,916 106 102 351 76
Capital expenditures 84 - - 3 -
Year ended
December 31, 2003
--------------------------------
Corporate Inter-
general segment
and adminis- elimi-
trative nation(a) Total
---------- ---------- ----------
Operating revenues $ - $ (18) $ 659
Other revenues from
managed and
franchised
properties - - 33
----------
692
Income (loss) from
equity investments
and other - - (7)
EBITDA(b) (17) (2) 142
Total assets(c) - (48) 2,503
Capital expenditures - - 87
(a) Operating revenues include management fees that are charged by
Fairmont of $4 (2003 - $4) and $21 (2003 - $18) for the three
months and year ended December 31, 2004 respectively, and Delta
of $0.1 (2003 - $0.1) and $0.4 (2003 - $0.3) for the three months
and year ended December 31, 2004 respectively, to the hotel
ownership operations, which are eliminated on consolidation.
EBITDA includes expenses not reimbursed relating to marketing and
reservation services performed by FHR under the terms of its
hotel management and franchise agreements. Total assets have been
reduced for the the elimination of inter-segment loans net of
corporate assets.
(b) A reconciliation of EBITDA to net income (loss) is as follows:
Three months ended Twelve months ended
December 31 December 31
2004 2003 2004 2003
--------- --------- --------- ---------
EBITDA $ 21 $ 10 $ 181 $ 142
Amortization 20 17 74 67
Interest expense, net 7 11 33 34
(Gain) loss on sales of
investments and hotel assets 1 - (144) -
Other (income) expenses, net - 2 - 2
Income tax expense (recovery) (3) (6) 62 (12)
--------- --------- --------- ---------
Net income (loss) $ (4) $ (14) $ 156 $ 51
--------- --------- --------- ---------
(c) Hotel ownership assets include $90 (2003 - $49) of investments
accounted for using the equity method.
11. The Company's hotel ownership revenues are as follows:
Three months ended Twelve months ended
December 31 December 31
2004 2003 2004 2003
--------- --------- --------- ---------
Rooms revenue $ 69 $ 66 $ 356 $ 324
Food and beverage revenue 51 40 215 183
Other 18 16 83 78
--------- --------- --------- ---------
$ 138 $ 122 $ 654 $ 585
--------- --------- --------- ---------
12. As required under the terms and conditions of the 3.75% convertible
senior notes due 2023, the debt and the common shares issuable upon
conversion of the shares were registered under a Form F-10
Registration Statement with the United States Securities and Exchange
Commission on April 6, 2004.
13. At December 31, 2004, FHR has a payable to Legacy of $4 in connection
with various management contracts, and reciprocal loan agreements
with Legacy for $87.
A subsidiary of FHR had a 25% participation in the first mortgage on
The Fairmont Olympic Hotel, Seattle amounting to approximately $11
that was fully paid in the fourth quarter.
14. FHR recorded pension and other post employment benefit expenses as
follows:
Three months ended Year ended
December 31 December 31
2004 2003 2004 2003
--------- --------- --------- ---------
(in millions) (in millions)
Pension $ (1) $ 3 $ - $ 5
Other post-employment
benefits $ - $ 1 $ 1 $ 1
--------- --------- --------- ---------
$ (1) $ 4 $ 1 $ 6
--------- --------- --------- ---------
15. Certain of the prior period figures have been reclassified to conform
with the presentation adopted for 2004.
DATASOURCE: Fairmont Hotels & Resorts Inc.
CONTACT: Denise Achonu, Executive Director Investor Relations, Tel:
(416) 874-2485, Email: , Website: http://www.fairmont.com/