CP Ships (NYSE:TEU)
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From May 2019 to May 2024
(Definitions of non-GAAP terms are at the end of this report. All dollar amounts are US$ unless noted)
GATWICK, UK, Nov. 7 /PRNewswire-FirstCall/ -- CP Ships Limited today announced a strong increase in operating and net income for third quarter 2005.
FINANCIAL HIGHLIGHTS
--------------------
Unaudited
Three months to Nine months to
$ millions unless 30th September 30th September
otherwise indicated 2005 2004 2005 2004
Volume (teu thousands)(A) 546 578 1,660 1,710
Revenue 1,077 966 3,106 2,683
Average revenue per teu ($)(B) 1,973 1,669 1,870 1,569
Average freight rate per teu
($)(C) 1,249 1,065 1,183 1,010
Cost per teu ($)(D) 1,646 1,475 1,602 1,417
EBITDA(E) 104 72 236 170
Operating income before
exceptionals(x) 75 41 151 78
Operating income after
exceptionals(x) 68 41 144 78
Net income 55 31 103 37
Earnings per share basic ($) 0.61 0.34 1.14 0.41
Dividend per share ($) - 0.04 0.12 0.12
Free cash flow(F) 92 95 236 130
(x) Exceptional items of $7 million relate to professional fees incurred
for the sale of CP Ships to TUI
SUMMARY
-------
- Revenue up 11% and average revenue per teu up 18% from third
quarter 2004
- Volume for the quarter 6% lower than third quarter 2004
- Average freight rate up 17% from third quarter 2004, and 7% from
second quarter 2005
- Cost per teu up 12% from the same quarter in 2004 and 5% higher
than the second quarter 2005
- EBITDA $104 million up, by one third from $72 million in third
quarter 2004
- Operating income $75 million (before exceptional items of
$7 million) up from $41 million and 60% higher than second quarter
2005's previous record of $47 million
- Net income $55 million, up from $31 million in 2004; with first
nine months $103 million against $37 million
- Basic earnings per share $0.61 and before exceptional items $0.69
- Free cash flow $92 million against $95 million in 2004; $236
million for first nine months against $130 million
COMMENT
-------
"We have marked our last full quarter as a listed company with our best- ever quarterly result. Operating income was up 60% from our previous record set last quarter," said Chief Executive Ray Miles. "Our TransAtlantic performance was outstanding and confirmed our decision last year to tighten capacity and focus on improving cargo mix and freight rates, up 30% from a year ago. As expected, Australasia and Latin America continued to perform well. Asia disappointed again. We expect continuing excellent performance for the rest of the year."
OUTLOOK
-------
In light of the acquisition by TUI, CP Ships will no longer be providing earnings guidance and therefore withdraws the statements under the Outlook section of its 11th August press release and all other earnings guidance.
REVIEW OF OPERATIONS
Revenue
-------
Revenue for the quarter at $1.08 billion was up 11% from $966 million the same quarter last year with freight rates continuing to improve offsetting lower volume. Volume overall was 6% lower, mainly in the TransAtlantic, while average revenue per teu increased by 18% from $1,669 to $1,973 over the same quarter last year and 8% from $1,828 in the second quarter 2005.
Average freight rates were up 17% from third quarter 2004 and 7% from second quarter 2005 while inland transport and other revenue decreased by 1% over third quarter last year and 5% from second quarter.
For the first nine months revenue was $3.1 billion against $2.7 billion in the same period 2004 with higher average freight rates and other revenue more than offsetting lower volume.
Expenses
--------
Total expenses for the quarter were $1 billion, up 8% from $925 million in the third quarter 2004 due to higher unit operating costs partly offset by lower volume. Container shipping expenses at $837 million were $48 million or 6% higher than the same period last year as variable and ship network unit costs continued to rise.
General and administrative expenses were $136 million for the quarter against $101 million for the same period last year, due to increased overhead including higher annual bonus on improved operating performance.
The estimated adverse impact of the now-resolved Vancouver Container Trucking Association dispute on third quarter operating income was about $5 million, with most of the effect on Asia-Americas results. Operations in the Gulf of Mexico were also adversely affected by Hurricane Katrina with an estimated reduction in operating income for TransAtlantic and Latin America combined of about $4 million, with most of the impact on third quarter results.
Cost per teu at $1,646 for third quarter increased 12% over the same period 2004 and 5% from second quarter 2005 with most of the increase in fixed costs. Compared to third quarter last year, ship network costs increased 5%, overhead 4% with the remaining 3% the effect of lower volume. Within ship network costs, fuel was up $31 million and charter costs up $15 million from last year. Compared to second quarter most of the 5% increase was due to higher ship costs and lower volume.
Most of the 16 charter renewals anticipated in 2005 have now been concluded with an estimated increase in comparable charter cost of $28 million for 2005, down slightly from the previous estimate of $30 million. The estimated incremental cost in 2005 of the 2004 renewals remains at $16 million.
The quarter included a $3 million exchange loss on translation of foreign currency denominated assets and liabilities at the quarter end and on foreign currency accounts receivable and payable settled in the quarter offset by a $3 million unrealized gain from mark-to-market of hedging contracts outstanding at the period end. The net nil exchange result compares to a $4 million loss in the same quarter 2004.
Operating Income Before Exceptional Items
-----------------------------------------
Operating income before exceptional items was $75 million, up $34 million from $41 million in the same quarter last year with higher revenue more than offsetting higher costs.
For the first nine months, operating income before exceptional items was $151 million, almost double the $78 million in the same period last year.
Exceptional Items
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Exceptional items for the quarter were $7 million for professional fees incurred during the quarter related to the sale of CP Ships to TUI.
Operating Income after Exceptional Items
----------------------------------------
Third quarter operating income after exceptional items was $68 million, up $27 million from $41 million in the third quarter 2004. For the nine months, operating income was $144 million compared to $78 million for the same period last year.
Other Consolidated Income Statement Items
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Net interest expense for the quarter at $9 million was down $2 million compared to the same period 2004 after adjusting for a $4 million benefit recognized in the third quarter 2004 on closing out certain interest rate swap agreements.
Net interest expense for the nine months was $31 million compared to $35 million in the same period 2004 reflecting lower borrowings during the first nine months of 2005 being largely offset by higher underlying interest rates.
Income tax was $4 million for the quarter compared to $3 million in the third quarter 2004 and $10 million for the first nine months against $6 million.
Net Income
----------
Third quarter net income available to common shareholders was $55 million after $7 million for exceptional costs relating to the sale of CP Ships to TUI. Basic earnings per share was $0.61 after exceptionals and $0.69 before exceptionals, up significantly from $31 million or $0.34 basic earnings per share in the same period 2004.
For the first nine months, net income was $103 million or $1.14 basic earnings per share after exceptionals and $1.22 before, compared with $37 million or $0.41 basic earnings per share in the same period 2004.
ACQUISITION BY TUI
On 19th October, 2005 TUI and CP Ships jointly announced that shareholders holding 89.1% of the outstanding CP Ships common shares had accepted the Offer dated 30th August 2005 of Ship Acquisition Inc, an indirect wholly-owned subsidiary of TUI, for 100% of the CP Ships shares at $21.50 per share.
TUI and CP Ships confirmed that all conditions of the Offer had been satisfied or waived by TUI and subsequently Ship Acquisition Inc took up the 83,972,849 shares validly deposited under the Offer, representing 88.97% of the outstanding shares, on 20th October 2005 and paid $21.50 per share on 25th October 2005.
TUI plans to acquire the remaining shares pursuant to an amalgamation to be considered at a special meeting of CP Ships shareholders to be held on 14th December 2005. The acquisition of the remaining shares is expected to be completed by 31st December 2005.
SHIP FLEET EXPANSION
Plans to develop the ship fleet remain on course with, as previously announced, the first two of nine 4250 teu ships ordered in 2003 from Seaspan Container Lines of Vancouver to be deployed in the US East Coast - West Asia service. All nine ships are being chartered for up to 12 years at about $19,000 per day. CP Kanha was deployed in October and will be followed by CP Corbett in January 2006 replacing three smaller, more expensive short-term chartered ships. They will increase capacity, reduce operating costs and improve service.
The remaining seven ships are on schedule for delivery one each in first, second and third quarters 2006, two in fourth quarter and one each in first and second quarters 2007.
BUSINESS SEGMENT REVIEW
TransAtlantic Market
--------------------
Revenue for the quarter at $495 million was 10% higher than the third quarter 2004 with higher average freight rates, up 30% from third quarter 2004 and 8% from second quarter 2005, more than offsetting lower volume, down 13% from third quarter last year, due mainly to fewer sailings, the previously announced restructuring of capacity in the Montreal Gateway trades earlier this year and improved cargo mix. Expenses for the quarter were $448 million, up $4 million on third quarter last year with higher variable costs per teu and ship network expenses including fuel price, mostly offset by lower volume.
Operating income at $47 million was up from $5 million in third quarter last year, with continuing strong trade lane conditions driving improvement in average freight rates.
Operating income for the first nine months 2005 at $71 million improved significantly compared to $11 million last year with higher freight rates more than offsetting higher unit costs and lower volume.
Australasian Market
-------------------
Revenue at $179 million for the quarter was 19% higher than the same quarter last year. Higher average freight rates, up 24% from third quarter 2004 and 3% from second quarter 2005, more than offset lower volume down, 8% from third quarter last year due to cargo mix improvement and slower trade growth. Expenses for the quarter were $163 million up $20 million on the same period last year due mainly to higher ship network costs.
Operating income at $16 million for the quarter was up from $7 million in same period 2004. Operating income for the first nine months at $34 million was also higher than $23 million in the same period last year.
Latin American Market
---------------------
Revenue at $116 million for the third quarter was 8% higher than the third quarter 2004 with average freight rates up 11% from third quarter last year but flat with second quarter 2005. Despite higher freight rates, operating income for the quarter at $10 million was down from $12 million in third quarter 2004 on flat volume and higher ship network and overhead expenses.
For the first nine months this year, operating income was $32 million compared to $18 million in the same period last year reflecting stronger trade lane conditions, higher volume and improved freight rates.
Asian Market
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Revenue for the quarter was $241 million, an increase of 8% over third quarter 2004 with volume up 11%, partly offset by lower average freight rates, down 2% from third quarter last year, but 2% higher than second quarter 2005.
Expenses at $245 million increased from $213 million in third quarter last year due to higher volume, mainly exports from North America to Asia, and an increase in ship network costs.
There was an operating loss of $4 million compared with an $11 million profit in third quarter 2004. The adverse impact was mainly in Asia-Americas, where both volume and freight rates in the export trade from Asia were down due partially to the now resolved Vancouver Container Trucking Association dispute and partially to a softening in the Asia-Americas market overall.
As reported in second quarter, several initiatives have been taken to improve operating results including increasing Asia-Australia frequency from twice-monthly to weekly in August and the planned deployment of two new and cost-efficient 4250 teu ships in the US East Coast-West Asia service in October 2005 and January 2006, which will replace three expensive short-term charters. We continue to review opportunities to improve the efficiency of our Asia-Americas services.
For the first nine months, operating income was $2 million against $10 million a year ago due mainly to higher operating costs more than offsetting higher volume.
Other Activities
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Operating income at $6 million for the quarter was the same as third quarter last year. Operating income for the first nine months was $12 million compared with $16 million reflecting mainly the previously reported one-time $3 million charge relating to an industry pension fund deficit incurred in the second quarter 2005.
NON-CASH WORKING CAPITAL
Net non-cash working capital fell by $46 million in the third quarter due mainly to an increase in current liabilities by $17 million and a decrease in accounts receivable of $16 million from 30th June 2005 due to better collection of receivables. For the nine months ended 30th September 2005, non-cash working capital decreased by $99 million, compared to a decrease of $23 million in the same period 2004, due mainly to an increase in current liabilities.
PROPERTY, PLANT & EQUIPMENT
Additions to property, plant and equipment in the third quarter were $47 million including $37 million for the containers ordered earlier this year. For the first nine months of the year additions were $90 million including $59 million for containers and $16 million for information systems and terminal equipment.
As previously announced, CP Ships has ordered 3,000 additional temperature-controlled and 19,500 dry-van containers for $106 million. The program is on schedule with 1,500 temperature-controlled and 11,500 dry-van containers delivered during the third quarter for a total of 1,500 temperature-controlled and 15,000 dry-van containers delivered so far. The remaining 4,500 dry-vans and 1,500 temperature-controlled containers are due for delivery in the fourth quarter 2005. This investment will replace old or expensive leased containers and help meet previously stated objectives to double carryings in the higher margin refrigerated cargo market over the next five years.
SHIP FLEET
The ship fleet was 80 ships on 30th September 2005, down from 82 ships on 30th June 2005 due to restructuring of services.
COMMON SHARES
At close of business on 4th November 2005, there were 94,384,979 common shares outstanding.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents increased by $195 million to $330 million at the end of the quarter from $135 million at 31st December 2004. Cash from operations in the quarter was $134 million, up $18 million on the same period 2004 due to the improvement in net income. Cash from operations for the first nine months of 2005 was $302 million, up $133 million on the same period 2004 due to improvement in both net income and non-cash working capital.
Cash outflow on financing activities was $16 million during the third quarter 2005 compared to $58 million in the same period last year due mainly to lower levels of debt repayment. Cash used for financing activities for the first nine months of 2005 was $35 million compared to $109 million in the same period 2004.
During the third quarter, $42 million was spent on investing activities, up from $21 million in the same period 2004. Cash spent on capital additions was $40 million, up $33 million on the same period last year primarily as a result of the previously announced investment in temperature-controlled and dry-van containers. Cash applied to investing activities for the nine months ended 30th September 2005 was $72 million compared to $44 million in 2004.
Free cash flow for the third quarter 2005 was $92 million compared to $95 million in the third quarter 2004 due primarily to higher net income.
Debt at $566 million on 30th September 2005 was up by $2 million on 31st December 2004 due to the additional debt in second quarter 2005 under the $46 million lease for the 3,000 temperature-controlled containers ordered last year being more than offset by scheduled repayments under term debt facilities and the redemption during the third quarter of the first of four loan notes financing the Pacific Class Vessels. The final three loan notes were repaid subsequent to the quarter end resulting in the termination of the Pacific Class Vessel loans and release of related security.
Following the acquisition by TUI AG, the Board has approved a plan to simplify CP Ships capital structure by refinancing the majority of the group's public debt, bank loans and capital leases with a mix of cash and inter- company credit facilities to be provided by TUI. The refinancing will result in the $525 million revolving credit facility and Venture and Spirit capital leases together with the three facilities financing the group's investment in temperature-controlled and dry-van containers being cancelled and repaid during November 2005. The 10 3/8% Senior Notes due 2012 will be called for redemption and an offer made to the holders of the 4% Senior Subordinated Convertible Notes due 2024 during the same period.
Subsequent to the quarter end, CP Ships exercised its option to terminate a container sale and leaseback agreement and purchase the 25,042 containers under the lease for $36 million. The transaction is expected to close during November.
At 30th September 2005, CP Ships was in compliance with its covenants and expects to remain in compliance throughout 2005 based on current projections. It had no dividend or debt arrears.
Credit Ratings - At 30th September 2005 and 4th November 2005, Standard and Poor's corporate rating was BBB- with an outlook of "negative." Moody's senior implied rating remains Ba2 and outlook "stable." The 10 3/8% Senior Notes are rated BB+ by Standard and Poor's and Ba3 by Moody's and the 4% Senior Subordinated Convertible Notes BB+ and B1 respectively. On 28th October 2005 Standard and Poor's and Moody's Investor Services Inc initiated rating coverage on TUI AG. Standard and Poor's assigned a BB+ corporate rating with an outlook of "positive". Moody's assigned a family credit rating of Ba2. It is expected that Standard and Poor's will equalize the corporate credit rating of CP Ships with TUI once TUI owns 100% of CP Ships common shares.
FINANCIAL INSTRUMENTS
Foreign Currency Exchange Risk Management
-----------------------------------------
Revenue is denominated primarily in US$, but CP Ships is exposed to a net foreign currency exchange risk through local operating costs. The most significant currency exposures are Euro, Canadian $, Mexican Peso and GB Pound.
During the third quarter 2005, about 40% of Canadian $, 25% of Euro and 32% of GB Pound cost exposures were hedged resulting in a realized $2 million loss compared with nil in the same period 2004.
At the end of the quarter, CP Ships had a number of foreign exchange hedging contracts in place which provide an economic hedge against part of the anticipated Canadian $, Euro and GB Pound cost exposures for the rest of 2005. The hedge contracts did not qualify for hedge accounting and as such the movement in market value has to be recognized in the profit and loss statement. At 30th September 2005, the contracts had a negative market value of $1 million, compared to a negative value of $4 million at the end of the second quarter 2005, resulting in a $3 million non-cash gain for the quarter.
The hedges in place at 30th September 2005 and at 4th November 2005 have the following coverage against expected cost exposure in the hedged currencies for the remainder of 2005, and at the ranges indicated:
Contracts in place at 30th
September and at 4th November
2005
1 US$ buys Hedge % Range
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Canadian $ 40 1.22 - 1.23
Euro 25 0.76 - 0.77
GB Pound 32 0.53 - 0.56
The estimated impact before hedging of a 1% decrease in the US$ exchange rate against all of the Euro, Canadian $, Mexican Peso, and GB Pound combined exposures would be to decrease annual operating income by $5 million; a 1% increase in the US$ exchange rate would increase operating income by $5 million.
Interest Rate Risk Management
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At 30th September 2005, taking account of fixed to floating interest rate swaps on the ten-year Senior Notes, $355 million or 61% of gross debt was at floating rates linked to US$ LIBOR. The average margin over LIBOR on the floating debt was 3.6%. The remaining borrowings were fixed at an average rate of 4.4%.
Net of cash and cash equivalents, the estimated effect of a 1% increase in US$ LIBOR would have no impact on annual net income.
Fuel Price Risk Management
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During the third quarter, 393,000 tonnes of bunker fuel were consumed at an average price of $258 per tonne compared to 400,000 tonnes at $177 in the same period 2004. For the first nine months, 1,169,000 tonnes of bunker fuel were consumed at an average price of $221 per tonne compared to 1,159,000 tonnes at $169 in first nine months of 2004.
To manage up to 50% of anticipated exposure to movements in the price of bunker fuel, a range of instruments is used including swaps and put and call options resulting in a hedging gain of $7 million for the third quarter 2005 compared to $1 million gain in the same period 2004. For the first nine months, a hedging gain of $12 million was recognized compared to nil in the same period 2004.
At 30th September 2005, approximately 20% of anticipated fuel price exposure is covered in a range of $156 - $173 per tonne for the remainder of 2005. The hedges are written against the Rotterdam 3.5% Barges Index and are before delivery costs.
The estimated impact on annual operating income, based on 2004 fuel purchases and before hedging, of a 5% movement in CP Ships third quarter 2005 average bunker fuel price would be $20 million, although up to 50% of any price increase is estimated to be recoverable through fuel surcharges with a delay of two to three months.
Off-Balance Sheet Arrangements
------------------------------
No off-balance sheet arrangements, including guarantee contracts, retained or contingent interests, derivative instruments and variable interest entities, were entered into during the quarter which have, or are reasonably likely to have, a current or future material effect on financial results.
LITIGATION AND CLAIMS UPDATE
As previously reported, seven class action lawsuits in the US and three in Canada have been filed against CP Ships and certain directors and officers. All ten actions are in respect to CP Ships' restatements of previously reported financial results. CP Ships has retained counsel and is in the process of defending these claims. The outcome and amount of these claims are not yet determinable and accordingly, no provision has been made in the financial statements.
The group is defending an action in Belgium that was initiated in 1999 totalling approximately Euro 89 million (US $107 million) against it and certain of its subsidiaries relating to the termination of contracts for stevedoring and related services. The group does not believe it will incur any liability, and accordingly, no provision has been made in the financial statements with respect to this matter other than for legal costs.
Liberty Global Logistics LLC filed a complaint on 18th March 2005 in the US District Court for the Eastern District of New York against the US Maritime Administration and the United States of America challenging the Maritime Security Program awards made in January 2005 to Lykes Lines and others. This lawsuit was dismissed on 4th October 2005.
In Mexico, certain subsidiaries of CP Ships are entitled to reclaim import VAT on haulage and other liner related services. The Mexican VAT authority is however currently withholding repayments of $13 million. CP Ships remains confident of full recovery and therefore no provision has been made in the financial statements.
CONTROLS AND PROCEDURES
Disclosure controls and procedures are defined by the US Securities and Exchange Commission as those controls and procedures that are designed to ensure that information required to be disclosed in CP Ships filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.
CP Ships has, consistent with management's ongoing efforts to rationalize legacy accounting systems and to improve financial reporting and disclosure controls and procedures, introduced a new SAP financial accounting system in the majority of its brands with effect from 1st January 2004. One of the two remaining brands was transferred to SAP from 1st April 2005. The final brand is on an earlier version of SAP but is anticipated to be transitioned to new SAP by the end of 2005.
A permanent Business Controls group, led by Vice President Business Controls, was established at the end of 2004. This group's mandate is to build on initial improvements to internal controls following the restatement last year of financial results for 2002, 2003 and first quarter 2004, with particular focus on those controls involving the recording and monitoring of accruals for costs and the review and reconciliation of balances.
CP Ships believes that the implementation of SAP and other initiatives has and will continue to significantly enhance its financial controls.
In connection with the preparation of the third quarter 2005 interim financial statements, management has evaluated CP Ships disclosure controls and procedures and has concluded that such disclosure controls and procedures were effective as at 30th September 2005. Other than the implementation of improvements and processes described above, including SAP and the development of the Business Controls group, there has been no change in internal controls during third quarter 2005 that has materially affected, or is reasonably likely to materially affect, CP Ships internal control over financial reporting.
DIVIDEND
The Board of Directors has determined that no dividend will be paid for third quarter 2005.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Accounting policies used which are critical in preparing the unaudited interim consolidated financial statements are discussed in the Management's Discussion and Analysis included in our 2004 Annual Report, except as disclosed in note 2 to the unaudited interim consolidated financial statements. The preparation of the consolidated financial statements in accordance with Canadian GAAP requires judgement and the use of estimates that affect the reported amounts. A substantial proportion of CP Ships' container shipping operations costs such as inland transport and empty container positioning has to be estimated for each period and is included in the period end balance sheet as accruals. Actual results may differ from these estimates.
CHANGE IN ACCOUNTING POLICIES
Changes in accounting polices in preparing the unaudited interim consolidated financial statements are detailed in note 2 of the interim financial statements.
RECENT ACCOUNTING PRONOUNCEMENTS
On 17th October 2005, the Emerging Issues Committee issued EIC-155 "The Effect of Contingently Convertible Instruments on the Computation of Diluted Earnings Per Share." Under current interpretations of CICA 3500, "Earnings Per Share," issuers of convertible debt exclude the potential common shares underlying the debt instrument from the calculation of diluted earnings per share until the contingency is met. EIC-155 would require the dilutive effect of shares from contingently convertible debt to be included in the diluted earnings per share calculation regardless of whether the contingency has been met. This will be effective for the fourth quarter 2005 on a retroactive basis.
On 17th October 2005, the Emerging Issues Committee issued EIC-157 "Implicit Variable Interests Under AcG-15." Under AcG-15 a reporting entity is required to consolidate a variable interest entity (VIE) when it is expected to absorb a majority of the VIE's expected losses, receive a majority of the VIE's expected returns or both. Under EIC-157 an implicit variable interest is defined as an implied pecuniary interest in an entity that changes with changes in the fair value of that entity's net assets exclusive of variable interests. This will be effective first quarter 2006 on a prospective basis. The company has not yet fully evaluated the effect that adoption of this abstract will have on the consolidated financial statements.
ADDITIONAL INFORMATION
Additional information, including the 2004 Annual Report, may be found on SEDAR, http://www.sedar.com/, EDGAR at http://www.sec.gov/edgar.shtml or on the CP Ships website.
FORWARD-LOOKING STATEMENTS
This report contains certain forward-looking information and statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 relating but not limited to, operations, anticipated or prospective financial performance, results of operations, business prospects and strategies of CP Ships. Forward-looking information typically contains statements with words such as "consider," "anticipate," "believe," "expect," "plan," "intend," "likely" or similar words suggesting future outcomes or statements regarding an outlook on future changes in volumes, freight rates, costs, achievable cost savings, the estimated amounts and timing of capital expenditures, anticipated future debt levels and incentive fees or revenue, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Readers should be aware that these statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those suggested by the forward-looking statements.
Although CP Ships believes it has a reasonable basis for making the forecasts or projections included in this report, readers are cautioned not to place undue reliance on such forward-looking information. By its nature, the forward-looking information of CP Ships involves numerous assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts and other forward-looking statements will not occur. These factors include, but are not limited to, the acquisition of CP Ships by TUI AG, TUI AG's stated intention to take CP Ships private and terminate its current obligations to report publicly in Canada and the United States, changes in business strategies; general global, political and economic and business conditions, including the length and severity of any economic slowdown in the countries and regions where CP Ships operates, including seasonality, particularly in the United States, Canada, Latin America, Australasia, Asia and Europe; the effects of competition and pricing pressures; changes in freight rates; industry over-capacity; changes in demand for container shipping; congestion; availability and cost of chartered ships; changes in laws and regulations, including tax, environmental, employment, competition, anti-terrorism and trade laws; difficulties in achieving cost savings; currency exposures and exchange rate fluctuations, fuel price and interest rate fluctuations; changes in access to capital markets and other sources of financing; various events which could disrupt operations, including war, acts of terrorism, severe weather conditions and external labour unrest, all of which may be beyond CP Ships' insurance coverage; compliance with security measures by governmental and industry trade practice groups, the outcome of civil litigation related to CP Ships' restatement of financial results and the impact of any resulting legal judgments, settlements and expenses, and CP Ships' anticipation of and success in managing the risks associated with the foregoing.
The above list of important factors affecting forward-looking information is not exhaustive, and reference should be made to the other risks discussed in CP Ships' filings with Canadian securities regulatory authorities and the US Securities and Exchange Commission. CP Ships undertakes no obligation, except as required by law, to update publicly or otherwise revise any forward- looking information, whether as a result of new information, future events or otherwise, or the above list of factors affecting this information.
QUARTERLY RESULTS 2005, 2004 and 2003
Unaudited
US$ millions
except volume
and per share Q3 Q2 Q1 Q4 Q3 Q2 Q1 Q4 Q3
amounts 2005 2005 2005 2004 2004 2004 2004 2003 2003
Volume (teu 000s)
TransAtlantic 267 299 280 292 306 305 294 301 287
Australasia 67 67 65 74 72 73 74 78 79
Latin America 63 67 62 65 63 61 58 63 63
Asia 146 143 121 133 131 126 126 119 114
Other 3 5 5 4 6 5 10 8 11
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546 581 533 568 578 570 562 569 554
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Revenue
TransAtlantic 495 506 459 458 449 441 406 428 400
Australasia 179 167 153 152 150 146 132 136 133
Latin America 116 121 113 112 107 89 79 80 78
Asia 241 226 206 227 224 192 170 167 172
Other 46 43 35 39 36 35 27 27 33
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1,077 1,063 966 988 966 903 814 838 816
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Expenses
TransAtlantic 448 485 456 444 444 433 408 397 387
Australasia 163 158 144 143 143 140 122 131 126
Latin America 106 109 103 107 95 84 78 76 74
Asia 245 223 203 214 213 192 171 175 164
Other 40 41 31 34 30 28 24 23 27
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1,002 1,016 937 942 925 877 803 802 778
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Operating income/
(loss) before
exceptional items
TransAtlantic 47 21 3 14 5 8 (2) 31 13
Australasia 16 9 9 9 7 6 10 5 7
Latin America 10 12 10 5 12 5 1 4 4
Asia (4) 3 3 13 11 0 (1) (8) 8
Other 6 2 4 5 6 7 3 4 6
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75 47 29 46 41 26 11 36 38
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Analysis of expenses
Container shipping
operations 837 843 790 806 789 733 667 668 630
General and
administrative 136 124 120 109 101 108 110 107 113
Depreciation and
amortization 29 28 28 32 31 29 32 33 29
Other - 21 (1) (5) 4 7 (6) (6) 6
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1,002 1,016 937 942 925 877 803 802 778
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Net income 55 33 15 32 31 3 3 28 27
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Earnings per common
share
Basic 0.61 0.37 0.17 0.35 0.34 0.03 0.03 0.31 0.30
Diluted 0.60 0.36 0.16 0.35 0.33 0.03 0.03 0.30 0.29
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OPERATING DATA
Unaudited
EBITDA Q3 Q2 Q1 Q4 Q3 Q2 Q1 Q4 Q3
US$ millions 2005 2005 2005 2004 2004 2004 2004 2003 2003
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104 75 57 78 72 55 43 69 67
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Free cash flow
US$ millions
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92 58 86 51 95 20 15 80 25
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Quarterly freight
rate changes
Percentage change(1)
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TransAtlantic 8 8 3 8 0 1 (3) 3 5
Australasia 3 6 13 0 (1) 0 6 6 2
Latin America - 2 3 5 10 11 0 3 (6)
Asia 2 (3) (1) 0 13 10 (5) (8) 7
7 3 3 4 6 4 (2) (1) 7
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Operating lease
rentals
US$ millions
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Ships 73 67 62 66 59 51 49 49 44
Containers 38 38 38 39 40 36 38 37 39
Other 10 9 9 9 8 9 8 7 10
121 114 109 114 107 96 95 93 93
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Earnings
Coverage(G) Q3 Q2 Q1 Q4 Q3 Q2
Ratio 2005 2005 2005 2004 2004 2004
-------------------------------------------------------
4.8 3.9 3.6 3.2 3.0 3.0
Ships
Number of ships at 30th September 2005 80
Nominal capacity of ships at 30th
September 2005 in teu 190,400
-------------------------------------------------------
-------------------------------------------------------
Containers
Fleet in teu at 30th September 2005 432,000
-------------------------------------------------------
-------------------------------------------------------
(1) Percentage increase/(decrease) compared with previous quarter.
CONSOLIDATED STATEMENTS OF INCOME
Unaudited Three months Nine months
US$ millions except per to 30th to 30th
share amounts September September
2005 2004 2005 2004
-------------------------------------------------------------------------
Revenue
Container shipping
operations 1,077 966 3,106 2,683
Expenses
Container shipping operations 837 789 2,471 2,189
General and administrative 136 101 380 319
Depreciation and amortization
of intangible assets 29 31 85 92
Currency exchange loss - 4 19 5
------------------------------------------
1,002 925 2,955 2,605
Operating income before
exceptional items 75 41 151 78
Exceptional items (note 6) (7) - (7) -
------------------------------------------
Operating income 68 41 144 78
Interest expense, net (note 3) (9) (7) (31) (35)
------------------------------------------
Income before income tax 59 34 113 43
Income tax expense (note 4) (4) (3) (10) (6)
------------------------------------------
Net income available to common
shareholders $ 55 $ 31 $ 103 $ 37
------------------------------------------
------------------------------------------
Average number of common shares
outstanding (millions)
(note 10) 90.2 90.0 90.1 90.0
Earnings per common share basic
(note 10) $ 0.61 $ 0.34 $ 1.14 $ 0.41
Earnings per common share
diluted (note 10) $ 0.60 $ 0.33 $ 1.12 $ 0.40
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
Three months Nine months
Unaudited to 30th to 30th
US$ millions September September
2005 2004 2005 2004
-------------------------------------------------------------------------
Balance, beginning of period 673 577 633 579
Adoption of new accounting
policy - (note 2) - - 1 (1)
------------------------------------------
Retained earnings, beginning
of period as restated 673 577 634 578
Net income available to common
shareholders 55 31 103 37
------------------------------------------
728 608 737 615
Dividends on common shares (6) (4) (15) (11)
------------------------------------------
Balance, 30th September $ 722 $ 604 $ 722 $ 604
------------------------------------------
------------------------------------------
See accompanying notes to the interim consolidated financial statements
CONSOLIDATED BALANCE SHEETS
30th 31st
Unaudited September December
US$ millions 2005 2004
-------------------------------------------------------------------------
Assets
Current assets
Cash and cash equivalents 330 135
Accounts receivable 458 473
Prepaid expenses 59 54
Inventory 36 26
--------------------
883 688
Property, plant and equipment 1,187 1,181
Deferred charges 43 49
Goodwill 609 608
Future income tax assets 6 7
Other assets and intangible assets 37 37
--------------------
$ 2,765 $ 2,570
--------------------
--------------------
Liabilities
Current liabilities
Accounts payable and accrued liabilities 715 626
Long-term debt due within one year (note 7) 31 19
--------------------
746 645
Long-term liabilities
Long-term debt due after one year (note 7) 535 545
Future income tax liabilities 8 8
Other long-term liabilities 13 -
--------------------
556 553
Shareholders' equity
Common share capital 686 689
Other equity 29 29
Contributed surplus 17 14
Retained earnings 722 633
Cumulative foreign currency translation adjustments 9 7
--------------------
1,463 1,372
--------------------
$ 2,765 $ 2,570
--------------------
--------------------
See accompanying notes to the interim consolidated financial statements
CONSOLIDATED STATEMENTS OF CASH FLOW
Unaudited
US$ millions Three months Nine months
to 30th September to 30th September
2005 2004 2005 2004
-------------------------------------------------------------------------
Operating activities
Net income 55 31 103 37
Depreciation and amortization
of intangible assets 29 31 85 92
Future income tax benefit 1 1 1 -
Amortization and write-off
of deferred charges 3 3 11 13
Stock-based compensation 1 1 2 6
Accretion of convertible notes 2 2 4 3
Other 1 2 2 (3)
------------------------------------------
92 71 208 148
Decrease in non-cash working
capital (note 9) 46 46 99 23
------------------------------------------
Cash from operations before
exceptional payments 138 117 307 171
Exceptional item related
payments (note 6) (4) (1) (5) (2)
------------------------------------------
Cash inflow from operations 134 116 302 169
Financing activities
Increase in share capital 1 - 2 1
Convertible notes issued - - - 200
Increase in long-term debt - - - 75
Repayment of long-term debt (11) (55) (21) (364)
Increase in deferred financing
costs - 1 (1) (9)
Financing costs allocated
to other equity - - - (1)
Common share dividends paid (6) (4) (15) (11)
------------------------------------------
Cash outflow from financing
activities (16) (58) (35) (109)
Investing activities
Additions to property, plant
and equipment (40) (7) (61) (25)
Increase in deferred
dry-dock costs (1) (14) (4) (16)
Acquisition of businesses
and payment of deferred
consideration - - (6) (5)
(Decrease) / increase in
other assets (1) - (1) 1
Proceeds from disposal of
property, plant and equipment - - - 1
------------------------------------------
Cash outflow from investing
activities (42) (21) (72) (44)
Cash position(2)
Increase in cash and cash
equivalents 76 37 195 16
Cash and cash equivalents
at beginning of period 254 54 135 75
------------------------------------------
Cash and cash equivalents
at end of period $ 330 $ 91 $ 330 $ 91
------------------------------------------
------------------------------------------
(2) Cash and cash equivalents comprises cash and temporary investments
with a maximum maturity of three months.
See accompanying notes to the interim consolidated financial statements
SEGMENT INFORMATION
Unaudited
US$ millions Three months Nine months
to 30th September to 30th September
2005 2004 2005 2004
-------------------------------------------------------------------------
Revenue
TransAtlantic 495 449 1,460 1,296
Australasia 179 150 499 428
Latin America 116 107 350 275
Asia 241 224 673 586
Other 46 36 124 98
------------------------------------------
$ 1,077 $ 966 $ 3,106 $ 2,683
------------------------------------------
------------------------------------------
Expenses
TransAtlantic 448 444 1,389 1,285
Australasia 163 143 465 405
Latin America 106 95 318 257
Asia 245 213 671 576
Other 40 30 112 82
------------------------------------------
$ 1,002 $ 925 $ 2,955 $ 2,605
------------------------------------------
Operating income/(loss)(3)
TransAtlantic 47 5 71 11
Australasia 16 7 34 23
Latin America 10 12 32 18
Asia (4) 11 2 10
Other 6 6 12 16
------------------------------------------
$ 75 $ 41 $ 151 $ 78
------------------------------------------
------------------------------------------
(3) Before exceptional items - see note 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
US$ millions
1. Basis of Presentation
These interim consolidated financial statements have been prepared using
accounting policies, other than those set out in note 2, that are
consistent with the policies used in preparing the 2004 annual
consolidated financial statements.
The interim financial statements do not include all of the financial
statement disclosures included in the annual financial statements
prepared in accordance with Canadian generally accepted accounting
principles (GAAP) and therefore should be read in conjunction with the
most recent annual financial statements.
The results of operations for the interim period are not necessarily
indicative of the operating results for the full year due to business
seasonality. Although peak shipping periods differ in some of the market
segments, consolidated revenue and operating income have historically
generally been lower during the first quarter.
The preparation of financial statements requires that management make
estimates in reporting the amounts of certain revenues and expenses for
each financial year and certain assets and liabilities at the end of each
financial year. On an ongoing basis, management reviews its estimates,
including those related to revenue, accruals for costs incurred but not
billed by vendors, bad debts, potential impairment and useful lives of
assets, income taxes, certain other accrued liabilities, pensions and
post retirement benefits and stock-based compensation. Actual results may
differ from these estimates.
The financial data presented in this document is for the third quarter
2005, being the three months ended 30th September 2005, and for the nine
months ended 30th September 2005. These periods are compared to the
corresponding periods in the previous year being the third quarter 2005
(three months ended 30th September 2004) and the nine months ended
30th September 2004 respectively unless otherwise stated.
2. Change in Accounting Policies
Variable Interest Entities - On 1st January 2005, CP Ships adopted the
Canadian Institute of Chartered Accountants' (CICA) new accounting
requirements on the consolidation of variable interest entities (VIEs)
under Accounting Guideline 15 (AcG-15), "Consolidation of Variable
Interest Entities." AcG-15 is harmonized with US GAAP and provides
guidance on the consolidation of VIEs. VIEs are characterized as entities
in which:
- the equity is not sufficient to permit that entity to finance its
activities without external support, or
- equity investors lack either voting control, an obligation to
absorb expected losses or the right to receive expected residual
returns.
Where a reporting entity is deemed to have a variable interest in such an
entity, and where that interest will absorb a majority of the VIE's
expected losses, receive a majority of the VIE's expected returns, or
both, the reporting entity is the 'primary beneficiary', and must
consolidate the VIE. As a result, CP Ships must consolidate certain trust
vehicles that were created to hold awards of shares to employees. The
trust vehicles must be consolidated as if AcG-15 was effective when the
conditions were first met for CP Ships to be the primary beneficiary.
Beginning 1st January 2005, CP Ships consolidated two trusts created by
CP Ships to facilitate employee remuneration. The assets and liabilities
of these VIEs have been grouped under other long-term assets and
liabilities. There was no impact on revenues during the quarter. The
impact on the Consolidated Balance Sheet on 1st January 2005 was an
increase in cash of $1 million and other assets of $7 million, an
increase of long-term liabilities of $10 million and a decrease in
shareholders' equity of $2 million. The impact on shareholders' equity
includes a $4 million reduction to share capital for shares held in
treasury for employees as part of their employee remuneration. This is
offset by an increase of $1 million to retained earnings as a result of
retrospective application for earnings and $1 million to contributed
surplus in the trusts. The opening balance of retained earnings has been
adjusted to reflect this change. As at 30th September 2005 there were
252,305 shares held in treasury. These shares were subsequently sold as a
result of the sale of CP Ships Ltd to TUI AG.
3. Interest Expense (net)
Three months Nine months
to 30th September to 30th September
US$ millions 2005 2004 2005 2004
-------------------------------------------------------------------------
Interest expense 10 12 34 34
Interest income (2) (1) (5) (1)
Financial instrument fair
value adjustment - (5) - (4)
Amortization and write-off
of deferred financing costs 1 1 2 6
------------------------------------------
Interest expense (net) $ 9 $ 7 $ 31 $ 35
------------------------------------------
------------------------------------------
Interest expense includes a nil benefit for the three months ended 30th
September 2005 (2004: $1 million) and a $1 million benefit for the nine
months ended 30th September 2005 (2004: $4 million) for accrued interest
received as a result of swapping the fixed rate 10 3/8% Senior Notes to a
floating interest rate of US$ LIBOR+5.77%. Interest expense for 2004
relating to financial instruments includes fair value adjustments for
financial instruments not qualifying for hedge accounting under AcG-13.
During the three months ended 30th September 2004, interest rate swaps
not qualifying for hedge accounting under AcG-13 were closed out and
replaced with other financial instruments that qualified for hedge
accounting. Closing out the interest rate swaps crystallized a gain for
the three months ended 30th September 2004 which substantially offset the
fair market loss of $5 million at 30th June 2004.
During the nine months ended 30th September 2004, there was a write-off
of deferred financing costs of $4 million related to the financing costs
previously deferred in respect to revolving credit facilities that were
terminated in that period. There have been no similar costs written off
during 2005.
4. Income Tax Expense
Three months Nine months
to 30th September to 30th September
US$ millions 2005 2004 2005 2004
-------------------------------------------------------------------------
Current income tax expense 3 2 9 6
Future income tax benefit 1 1 1 -
------------------------------------------
Income tax expense, net $ 4 $ 3 $ 10 $ 6
------------------------------------------
------------------------------------------
Income tax expense for the nine months to 30th September 2005 includes
$1 million related to prior periods.
5. Business Acquisitions
In second quarter 2005, CP Ships further expanded its logistics services
with the acquisition of all the outstanding shares of Borg International
Freight Services and Paul Bellack Inc for an aggregate consideration of
$7 million. Cash consideration of $3 million has been paid and contingent
consideration of $4 million is payable in 2006 and 2007, depending on the
achievement of financial targets. On a preliminary basis, the estimated
fair value of the tangible net assets acquired was $1 million, with the
remainder of $2 million consideration paid allocated to goodwill and
other intangible assets. Other intangible assets of $1 million relates to
customer based intangible assets. The contingent consideration, if any,
will be recorded as additional goodwill in the period of payment.
In accordance with the terms of the acquisition of ROE Logistics in the
second quarter 2004, the change in control of CP Ships triggered
acceleration of $5.2 million deferred consideration, which has been paid
during the fourth quarter.
6. Exceptional Items
During the quarter an exceptional charge of $7 million was recognized for
costs related to the sale of CP Ships.
7. Long-Term Debt
US$ millions 30th September 31st December
2005 2004
Long-term debt
4% convertible senior
subordinated notes 178 174
10 3/8% Senior Notes due 2012 197 197
Long-term loans 17 30
------------------------------------------
392 401
Capital leases 174 163
------------------------------------------
566 564
Amounts due within one year (31) (19)
Amounts due after one year $ 535 $ 545
------------------------------------------
------------------------------------------
Bank Loans - A credit line is fully available comprising a $525 million
five-year multi-currency revolving credit facility secured by certain
owned ships. None of the facility was drawn at 30th September 2005. The
facility is committed until March 2009 and bears interest at a margin,
which depends on the corporate credit rating, over US$ LIBOR. As at
30th September 2005 the applicable margin was 1.10%. In the event that
more than 50% of the facility is drawn the applicable margin is increased
by 0.15%. A commitment fee of 40% of the applicable margin is payable on
the undrawn portion of the facility.
Capital Leases - At 30th September 2005, capital leases consist of ship
leases of $114 million (31st December 2004: $126 million), container
leases of $51 million (31st December 2004: $34 million), of which
$43 million (31st December 2004: $23 million) relates to the temperature-
controlled container sub-leases, and other leases of $9 million
(31st December 2004: $3 million).
Covenants - At 30th September 2005, CP Ships was in compliance with its
financial covenants and corporate credit rating requirements and had no
dividend or debt arrears.
8. Stock-Based Compensation
During the three months ended 30th September 2005, the vesting of 356,894
stock options was deferred from August 2005 to September 2005. There were
115,799 options and 14,030 restricted shares exercised during the
quarter. In addition, 22,667 options and 18,668 restricted shares were
forfeited.
Stock-based compensation expense of $1 million was recognized for the
three months ended 30th September 2005 and $2 million for the nine months
ended 30th September 2005 ($nil for the three months ended 30th September
2004 and $5 million for the nine months ended 30th September 2004).
Subsequent to 30th September as a result of the change of control of CP
Ships, 1,702,022 restricted shares and 2,308,870 options vested which is
estimated to result in a charge of $50 million during Q4 2005.
9. Supplemental Cash Flow Information
(a) Changes in non-cash working capital
Three months Nine months
to 30th September to 30th September
US$ millions 2005 2004 2005 2004
-------------------------------------------------------------------------
Decrease/(increase) in
current assets:
Accounts receivable 16 4 15 15
Prepaid expenses 7 7 (5) (9)
Inventory 1 (2) (10) (2)
Increase in current liabilities:
Accounts payable and
accrued liabilities 17 44 89 33
Other changes in non-cash
working capital
Exceptional item related
payments 4 1 5 2
Acquisition related payments - - 3 -
Accrued liability for plant,
property and equipment - (8) - (8)
Accrued liability for
acquisition of business - - - (8)
Other changes in non-cash
working capital 1 - 2 -
------------------------------------------
$ 46 $ 46 $ 99 $ 23
------------------------------------------
------------------------------------------
(b) Non-cash transactions excluded from the consolidated statements of
cash flow
Three months Nine months
to 30th September to 30th September
US$ millions 2005 2004 2005 2004
-------------------------------------------------------------------------
Increase in property, plant
and equipment 7 - 29 -
Increase in other assets from
trust assets 1 - 8 -
Capital lease obligations
included in long-term debt (7) - (29) -
Increase in deferred
compensation obligation
from trusts (2) - (13) -
Decrease in share capital
for treasury stock 1 - 5 -
-----------------------------------------
- - - -
-----------------------------------------
-----------------------------------------
During the quarter capital leases of $7 million commenced related to
terminal equipment. During the year, CP Ships consolidated two trusts
related to employee remuneration which are considered variable interest
entities under AcG-15. The non-cash transaction resulted in increases in
other long-term assets and liabilities.
10. Earnings Per Share
Basic earnings per share is net income divided by the weighted average
number of shares outstanding. Diluted earnings per share reflect the
potential dilution that could occur if dilutive stock options and non-
vested restricted shares were exercised using the treasury stock method,
and shares issuable on conversion of convertible notes were issued using
the 'if converted method'. A reconciliation of the weighted average
number of shares is as follows:
Three months Nine months
to 30th September to 30th September
Millions of shares 2005 2004 2005 2004
-------------------------------------------------------------------------
Weighted average number of
common shares used in
calculating basic earnings
per share 90.2 90.0 90.1 90.0
------------------------------------------
Effect of dilutive
securities - stock options 0.2 0.7 0.2 0.9
- unvested
restricted shares 1.7 1.9 1.7 1.9
------------------------------------------
Weighted average number of
common shares used in
calculating diluted earnings
per share 92.1 92.6 92.0 92.8
------------------------------------------
------------------------------------------
For the three and nine months ended 30th September 2005 and 2004, the
convertible notes, which were convertible into 7.9 million common shares,
were not included in the computation of diluted earnings per common share
because the contingent conversion conditions have not been met during the
periods.
11. Pensions
The total benefit cost for the three months ended 30th September 2005 was
$2 million (2004: $2 million) and for the nine months ended
30th September 2005 was $11 million (2004: $7 million) including the
$3 million paid during the third quarter relating to a shortfall in the
Merchant Navy Officers Pension Fund.
12. Contingent Liabilities
Seven class action lawsuits in the US and three in Canada have been filed
against CP Ships. These lawsuits, which relate to the restatement of
historical financial results are at a preliminary stage and to date no
class has been certified. All of the US lawsuits have been transferred to
a single jurisdiction for coordinated or consolidated pre-trial
proceedings. In the three Canadian proceedings, a statement of claim has
been filed but no further steps toward certification have been taken. The
proceedings allege claims against CP Ships and certain of its directors
and officers arising from the restatement. CP Ships has retained counsel
and is in the process of defending these claims. The outcome and amount
of these claims are not yet determinable and accordingly, no provision
has been made in these financial statements with respect to these
matters.
The group is defending an action in Belgium that was initiated in 1999
totalling approximately Euro 89 million (US $115 million) against it and
certain of its subsidiaries relating to the termination of contracts for
stevedoring and related services. The group does not believe it will
incur any liability, and accordingly, no provision has been made in the
financial statements with respect to this matter other than for legal
costs.
In Mexico, certain subsidiaries of CP Ships are entitled to reclaim
import VAT on haulage and other liner related services. The Mexican VAT
authority is however is currently withholding repayments of $13 million.
CP Ships remains confident of full recovery and therefore no provision
has been made in the financial statements.
13. Subsequent Event
On 19th October 2005, TUI and CP Ships jointly announced that
shareholders holding 89.1% of the outstanding CP Ships common shares, had
accepted the Offer dated 30th August 2005 of Ship Acquisition Inc., an
indirect wholly-owned subsidiary of TUI, for 100% of the CP Ships shares
at $21.50 per share.
All conditions of the Offer had been satisfied or waived by TUI and
subsequently Ship Acquisition Inc took up the 83,972,849 shares validly
deposited under the Offer, being 88.97% of the outstanding shares, on
20th October 2005 and paid $21.50 per share on 25th October 2005.
Immediately prior to the take up of shares, the company issued 4,010,892
shares to satisfy obligations under the employee stock based compensation
plans. Following the successful take-up of the shares, a further
$13 million of transaction costs were incurred.
Following the acquisition by TUI AG, the board has approved a plan to
simplify CP Ships capital structure by refinancing the majority of the
group's public debt, bank loans and capital leases with a mix of cash and
inter-company credit facilities to be provided by TUI. The refinancing
will result in the $525 million revolving credit facility and Venture and
Spirit capital leases together with the three facilities financing the
group's investment in temperature-controlled and dry-van containers being
cancelled and repaid during November 2005. The 10 3/8% Senior Notes due
2012 will be called for redemption and an offer made to the holders of
the 4% Senior Subordinated Convertible Notes due 2024 during the same
period. TUI plans to integrate CP Ships into its other shipping
subsidiary Hapag-Lloyd to create the world's fifth-largest container
shipping company.
Subsequent to the quarter end, CP Ships exercised its option to terminate
a container sale and leaseback agreement and purchase the containers
under the lease for $36 million. The transaction is expected to close
during November.
14. Differences between Accounting Principles Generally Accepted in
Canada and the United States
(a) Consolidated Statements of Income and Shareholders' Equity
The following is a reconciliation of net income under Canadian GAAP to
net income under US GAAP:
Unaudited Three months Nine months
US$ millions to 30th September to 30th September
except per share amounts 2005 2004 2005 2004
-------------------------------------------------------------------------
Net income - Canadian GAAP 55 31 103 37
US GAAP adjustments:
Embedded derivatives - (3) 2 5
Interest rate swaps (5) (3) (3) (3)
Foreign currency contracts - 1 - -
Bunker fuel price contracts 1 (1) 12 -
Stock-based compensation (1) 1 (4) 2
Ships - - 1 1
Capitalized interest - - (1) -
Restructuring costs - - - (1)
Compensation expense -
Rabbi Trust - 1 - 1
Interest expense -
convertible notes 2 1 4 3
Tax effect of US GAAP
adjustments - - - -
------------------------------------------
Net income - US GAAP 52 28 114 45
Other comprehensive income
Foreign currency translation
adjustments 3 4 2 (2)
Comprehensive income - US GAAP $ 55 $ 32 $ 116 $ 43
------------------------------------------
Earnings per common share -
basic ($)
Canadian GAAP $ 0.61 $ 0.34 $ 1.14 $ 0.41
US GAAP $ 0.58 $ 0.31 $ 1.27 $ 0.50
Average number of common
shares outstanding -
basic (millions)
Canadian GAAP 90.2 90.0 90.1 90.0
US GAAP 90.2 89.9 90.1 89.8
Earnings per common share -
diluted ($)
Canadian GAAP $ 0.60 $ 0.33 $ 1.12 $ 0.40
US GAAP $ 0.52 $ 0.30 $ 1.14 $ 0.48
Average number of common
shares outstanding -
diluted (millions)
Canadian GAAP 92.1 92.6 91.9 92.8
US GAAP 100.0 92.6 99.9 92.8
Reconciliation of equity under Canadian GAAP to equity under US GAAP:
Unaudited 30th September 31st December
US$ millions 2005 2004
-------------------------------------------------------------------------
Equity - Canadian GAAP 1,463 1,372
US GAAP adjustments:
Embedded derivatives (2) (4)
Interest rate swaps (2) 1
Foreign currency contracts 1 1
Bunker fuel price contracts 11 (1)
Acquisition-related costs (44) (44)
Pension costs (8) (8)
Stock-based compensation (5) (1)
Ships (20) (21)
Capitalized interest 3 4
Restructuring costs 2 2
Treasury stock - Rabbi Trust - (2)
Interest expense - convertible notes 8 4
Other equity - convertible notes (29) (29)
Tax effect of US GAAP adjustments - -
------------------------------------------
Total US GAAP adjustments (85) (98)
------------------------------------------
Equity - US GAAP $ 1,378 $ 1,274
------------------------------------------
------------------------------------------
(b) Summary of Differences
The most recent annual financial statements describe material differences
between Canadian GAAP and US GAAP applicable to the company as at
31st December 2004. There are no new differences applicable in 2005.
(c) Recent US Accounting Pronouncements
On 14th April 2005, the US Securities and Exchange Commission (SEC)
announced that it would provide for a phased-in implementation process
for FASB Statement No. 123(R), Share Based Payment (SFAS 123(R)). The SEC
would require that registrants adopt SFAS 123(R)'s fair value method of
accounting for share-based payments to employees no later than the
beginning of the first fiscal year after 15th June 2005.
In May 2005, the FASB issued SFAS No. 154, Accounting changes and Error
Corrections ("SFAS 154"), as part of an effort to conform to
international accounting standards. SFAS No. 154 replaces APB Opinion
No. 20 "Accounting Changes" and SFAS No. 3, "Reporting Accounting Changes
in Interim Financial Statements." SFAS 154 provides guidance on the
accounting for and reporting of accounting changes and error corrections.
It requires retrospective application to prior periods' financial
statements of changes in accounting principle, unless it is impracticable
to determine either the period-specific effects or the cumulative effects
of the change. SFAS 154 is effective for accounting changes and
corrections or errors made in fiscal year beginning after 1st January
2006. The adoption of SFAS No. 154 is not anticipated to have a material
effect on our financial position or results of operations.
(d) Additional US GAAP Disclosures
Under the CP Ships Employee Stock Option Plan (ESOP) and the Directors
Stock Option Plan (DSOP) options may be granted to key employees and
directors to purchase CP Ships common shares at a price normally based on
the market value of the shares on or immediately prior to the grant date.
Each option may be exercised after three years and no later than ten
years after the grant date.
Under US GAAP CP Ships applies the intrinsic value method of accounting
for its options granted to employees. If CP Ships had determined
compensation cost based on the fair value at the grant date for employee
share options in accordance with FASB Statement No. 123, "Accounting for
Stock-Based Compensation," net income and net income per share would have
changed to the pro forma amounts indicated below.
Three months Nine months
US$ millions to 30th September to 30th September
except per share amounts 2005 2004 2005 2004
-------------------------------------------------------------------------
Net income - US GAAP,
as reported $ 52 $ 28 $ 114 $ 45
Add: Stock-based compensation
expense determined under
the intrinsic value method: 1 (1) 4 3
Less: Stock-based compensation
expense determined under the
fair value method: (1) - (2) (5)
-------------------------------------------------------------------------
Pro-forma net income - US GAAP $ 52 $ 27 $ 116 $ 43
-------------------------------------------------------------------------
Pro-forma earnings per share
basic $ 0.58 $ 0.30 $ 1.29 $ 0.48
Pro-forma earnings per share
diluted $ 0.52 $ 0.29 $ 1.16 $ 0.46
The basic and diluted earnings per share based on net income - US GAAP,
as reported, and the weighted average number of shares in issue are given
in note 13(a).
KEY NON-GAAP OPERATING PERFORMANCE MEASURES
-------------------------------------------
In this quarterly report, we have identified key non-GAAP operating
performance indicators which we use to measure overall business
performance:
- Sales volume
- Revenue per teu
- Average freight rate
- Cost per teu
- EBITDA
- Free cash flow
- Earnings coverage
Please refer to the following definitions for more information on each of
these performance measurements.
DEFINITIONS OF NON-GAAP TERMS (Note: The following should be read in
conjunction with the 2004 annual financial statements.)
(A)Sales volume is measured in teu. As well as directly contributing to
revenue, volume drives economies of scale and, within each individual
trade lane, directly impacts cost competitiveness and efficiency. Sales
volume does not have a standardized meaning under Canadian GAAP and may
not be comparable with similar measures used by others.
(B)Revenue per teu is total revenue divided by total volume in teu and is
considered to be a meaningful measure of the unit price for total
transportation services including ocean freight, inland transport
services and other revenue. Revenue per teu does not have a standardized
meaning under Canadian GAAP and may not be comparable with similar
measures used by others.
(C)Average freight rate for CP Ships overall is total revenue less
inland, slot charter and other miscellaneous revenue divided by volume in
teu. Average freight rate for each market segment is the simple average
of the average freight rates for each direction, Westbound and Eastbound
or Southbound and Northbound. Average freight rate for each direction is
the total revenue by direction, (eg Westbound) less inland, slot charter
and other miscellaneous revenue divided by the equivalent total volume in
teu. Average freight rate, which we consider to be a meaningful indicator
of the unit price for ocean transportation services, does not have a
standardized meaning under Canadian GAAP and may not be comparable with
similar measures used by others.
(D)Cost per teu is total costs divided by volume in teu. Total costs
comprise total expenses before currency exchange gains or losses other
than from hedging, diminution in value of property, plant and equipment
and gains or losses on disposal of property, plant and equipment, after
deducting slot charter revenue. Cost per teu, which we consider to be a
meaningful measure of the underlying cost movements and the effectiveness
with which costs are being managed, does not have a standardized meaning
under Canadian GAAP and may not be comparable with similar measures used
by others.
(E)EBITDA is earnings before interest, tax, depreciation, amortization,
exceptional items and minority interests and equals operating income
before exceptional items plus depreciation and amortization. EBITDA,
which we consider to be a meaningful measure of operating performance,
particularly the ability to generate cash, does not have a standardized
meaning under Canadian GAAP and may not be comparable with similar
measures used by others.
(F)Free cash flow is cash from operations after payments for exceptional
items, less investing activities and adjusted for acquisitions. Free cash
flow, which we consider to be a meaningful measure of operating
performance as it demonstrates the company's ability to generate cash
after the payment for capital expenditures, does not have a standardized
meaning under Canadian GAAP, and may not be comparable with similar
measures used by others.
Three months Nine months
Unaudited to 30th September to 30th September
US$ millions 2005 2004 2005 2004
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Cash inflow from operations 134 116 302 169
Less:
Investing activities (42) (21) (72) (44)
Acquisition of business - - 6 5
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Free cash flow $ 92 $ 95 $ 236 $ 130
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(G)Earnings coverage is calculated on a 12-month trailing basis as the
ratio of net income before interest and income tax expense divided by the
interest expense on total long-term debt, calculated using applicable
period end interest rates.
ABOUT CP SHIPS
CP Ships, a subsidiary of TUI AG, provides international container transportation in four key regional markets: TransAtlantic, Australasia, Latin America and Asia with 38 services in 21 trade lanes. As of 30th September 2005 its vessel fleet was 80 ships and its container fleet 432,000 teu. Volume in 2004 was 2.3 million teu. CP Ships also owns Montreal Gateway Terminals which operates one of Canada's largest marine container terminal facilities. CP Ships is listed on the Toronto and New York Stock Exchanges. TUI intends to acquire 100% of CP Ships by the end of 2005 after which CP Ships is expected to no longer be a public company.
DATASOURCE: CP Ships
CONTACT: Investors, Jeremy Lee, VP Investor Relations and Public
Affairs, Telephone: (514) 934-5254; Media, Elizabeth Canna, VP Group,
Communications, Telephone: +44 (0)1293 861 921 or +41 (0)79 691 3764