Belmond Ltd :. Reports Fourth Quarter 2018 and Full-Year 2018 Results

Belmond Ltd. (NYSE: BEL) (the “Company”), owners, part-owners or managers of 46 luxury hotel, restaurant, train and river cruise properties, which operate in 24 countries, today announced its results for the fourth quarter and full year ended December 31, 2018.

Roeland Vos, president and chief executive officer, remarked: "The strong growth momentum we generated throughout 2018 continued into the last three months of the year. Although the fourth quarter is seasonally small, adjusted EBITDA increased 41% in the period when compared to the prior year. We came in towards the top-end of our previously guided RevPAR range of 3-7% in constant currency terms, closing the quarter with a 6% rise over last year.

We also achieved several significant strategic objectives within the quarter. We announced in December the execution of an Agreement and Plan of Merger with LVMH, pursuant to which LVMH will acquire the Company for $25.00 per Class A share in cash. The announcement follows a comprehensive review by the board of the Company’s strategic alternatives and, subject to the satisfaction of conditions to closing, we believe the consummation of this deal will maximize value for our shareholders. We believe that this deal represents an exciting new chapter for our Company and we are pleased that the merger proposal was approved by the overwhelming majority of our shareholders at the special general meeting on February 14, 2019. We expect the transaction to close in the second quarter of this year.

Meanwhile, two strategically important properties reopened in December: Belmond La Samanna in St. Martin, and our defining asset in the Caribbean, Belmond Cap Juluca, in Anguilla. Our ongoing efforts to increase brand awareness resulted in Belmond being named 'British Luxury Brand of the Year' at the Walpole British Luxury awards in November. Additionally, full-year adjusted EBITDA climbed to $146.9 million, representing an 18% increase year-over-year. This performance put us towards the top-end of our guidance range and stands as one of the strongest in the Company's history. Together, these strategic achievements and our operating results highlight the overall strength of the Company’s performance in 2018.

As we look ahead, we see positive indications across our existing portfolio for 2019. Belmond Cadogan Hotel, our newest and first hotel under a management agreement in the flagship city of London, will open tomorrow. We are working hard to accelerate several strategic initiatives that began to generate promising returns in 2018, as we seek to achieve our full-year growth projections again, this year and beyond. Today, Belmond is a growing business with an exceptional portfolio of iconic luxury properties, and incredibly talented employees. As a Company, we have taken great strides forward in recent years, and I am confident that Belmond’s ability to deliver timeless, one-of-a-kind luxury experiences will continue to reach new levels."

Fourth Quarter 2018 Operating Results

Revenue for the fourth quarter of 2018 was $122.3 million, a $5.0 million increase in revenue from the fourth quarter of 2017. In constant currency, revenue for the fourth quarter of 2018 increased by $13.4 million from the fourth quarter of 2017 due to strong performances at Venice Simplon-Orient-Express; Belmond Charleston Place, South Carolina; Belmond Hotel das Cataratas, Iguassu Falls, Brazil; and Belmond Copacabana Palace Hotel, Rio de Janeiro, Brazil. Additionally, Belmond Cap Juluca, Anguilla, British West Indies, and Belmond La Samanna, St. Martin, French West Indies both reopened in December 2018 following Hurricanes Irma and Jose that hit both islands in September 2017. These increases were partially offset by declines at Belmond Road to Mandalay, Myanmar and Belmond Reid's Palace, Madeira, Portugal.

Net losses attributable to Belmond Ltd. for the fourth quarter of 2018 were $24.6 million ($0.24 per common share), which compared to net losses attributable to Belmond Ltd. of $29.8 million ($0.29 per common share) for the fourth quarter of 2017. This improvement is largely due to the increase in revenue mentioned above and other operating income received of $2.7 million in relation to an insurance gain recorded at '21' Club, New York following water damage from burst pipes in January 2018.

Adjusted net losses from continuing operations for the fourth quarter of 2018 were $5.8 million ($0.06 per common share), compared to adjusted net losses from continuing operations of $6.3 million ($0.06 per common share) for the fourth quarter of 2017.

Same store RevPAR for owned hotels for the fourth quarter of 2018 decreased 2% from the prior-year quarter on a US dollar basis. On a constant currency basis same store RevPAR for owned hotels for the fourth quarter of 2018 increased 6%.

Adjusted EBITDA for the fourth quarter of 2018 was $22.6 million up 41%, compared to an adjusted EBITDA of $16.0 million for the fourth quarter of 2017. In constant currency, adjusted EBITDA for the fourth quarter of 2018 was up $8.7 million or 59% compared to the fourth quarter of 2017.

Full Year 2018 Operating Results

Revenue for the full year 2018 was $576.8 million, a $15.8 million increase from revenue for the full year 2017. In constant currency, revenue for the full year 2018 increased $14.8 million from the prior year.

Net losses attributable to Belmond Ltd. for the full year 2018 were $28.5 million ($0.28 per common share), compared to net losses of $45.0 million ($0.44 per common share) for the full year 2017. This improvement is due to the increase in revenue, $16.9 million other operating income relating to insurance gains recorded in 2018, and a charge of $29.3 million recorded in 2017 related to a non-cash impairment of fixed assets in the Company's unconsolidated rail joint venture in Peru. This growth is offset by an increase of $8.1 million in the Company's provision for income taxes, a charge of $13.9 million to restructure the Company’s labor force at Belmond La Samanna, and $8.5 million of expenses and fees for professional services related to the board's review of strategic alternatives for the full year 2018.

Adjusted net earnings from continuing operations for the full year 2018 were $30.6 million ($0.30 per common share), a $18.5 million increase from $12.1 million ($0.12 per common share) for the full year 2017.

Same store RevPAR for owned hotels for the full year 2018 increased 5% from the prior year on both a constant currency and US dollar basis as a result of a 5% increase in average daily rate ("ADR").

Adjusted EBITDA for the full year 2018 was $146.9 million, a $22.9 million or 18% increase from adjusted EBITDA for the full year 2017 of $124.0 million. In constant currency, adjusted EBITDA for the full year 2018 increased $22.3 million or 18% from the full year 2017.

Recent Company Highlights

• Enters into Agreement and Plan of Merger with LVMH to acquire the Company for $25.00 per Class A share in cash - On December 13, 2018 Belmond Ltd. (the “Company”) entered into an Agreement and Plan of Merger with LVMH Moët Hennessy–Louis Vuitton SE, Palladio Overseas Holding Limited and Fenice Ltd. (collectively, “LVMH”) pursuant to which LVMH will acquire the Company. The merger proposal was approved at a Special General Meeting of Belmond's shareholders on February 14, 2019. Subject to the satisfaction of the remaining closing conditions, this transaction is expected to close in the first half of 2019.
• Named 'British Luxury Brand of the Year' at Walpole British Luxury Awards 2018 - On November 19, 2018 Belmond was named ‘British Brand of the Year’, the top accolade at the 17th annual British Luxury Awards hosted by Walpole,the official sector body for UK luxury. Previous winners have included Burberry, Rolls Royce and Jaguar. Belmond is the first travel and hospitality brand to receive this award, distinguishing it as a leading luxury brand as officially recognized by the industry.
• Reopens two strategically significant properties in the Caribbean - On December 10 and December 15, 2018 respectively, Belmond reopened two properties in the Caribbean region: Belmond La Samanna on the island of St Martin, and Belmond Cap Juluca, on the island of Anguilla. Following a comprehensive operational restructure and complete redesign by award-winning Muza Lab London, Belmond La Samanna was reopened in time for the peak tourist season. Belmond Cap Juluca opened five days later and, through timeless and sophisticated art direction, the resort has been completely reimagined and fully restored to its legendary status and will support Belmond’s brand position for offering authentic escapes that connect guests with nature and celebrates local culture. Belmond partnered with British-born Hollywood actress Naomie Harris on the production of a film to promote the opening, positioned as the ‘ultimate barefoot luxury escape.’
• Opening first hotel in flagship city of London under Belmond management - On February 28, 2019 Belmond’s first London property, Belmond Cadogan Hotel, will open under the Company’s management in what is a strategically important flagship European city. The property, originally built in 1887, will be a stylish retreat between the sought-after boroughs of Chelsea and Knightsbridge that embraces quiet luxury, literature, culture, and art. Design details rendered through expert craftsmanship pay homage to former patrons, including Oscar Wilde and Lillie Langtry, and celebrate the building’s quirky, rich history.

Fourth Quarter 2018 Business Unit Results

Owned hotels:

Europe:

For the fourth quarter of 2018, revenue from owned hotels for the region was $28.4 million, a decrease of $3.2 million or 10% from $31.6 million for the fourth quarter of 2017. In constant currency, revenue for the region for the fourth quarter of 2018 increased $1.1 million or 4% from the prior year quarter due to growth at Belmond Grand Hotel Timeo, Taormina, Sicily, which remained open for the full fourth quarter of 2018 for the first time to capitalize on a strong season that saw the benefits of a new rate strategy and increased exposure following the hosting of the G7 summit in May 2017.

In constant currency, same store RevPAR for owned hotels in the region decreased 3% from the prior-year quarter as a result of a 6% increase in ADR offset by a four percentage point decrease in occupancy.

Adjusted EBITDA for the region for the quarter was a loss of $0.8 million, down $3.0 million compared to adjusted EBITDA of $2.2 million for the fourth quarter of 2017. In constant currency, adjusted EBITDA for the region for the fourth quarter of 2018 decreased $1.2 million from the prior year quarter. This decrease is largely due to off-season losses of $0.5 million at Belmond Castello di Casole, Tuscany, Italy, that was acquired earlier this year, and a decline of $0.5 million at Belmond Reid's Palace, which has been impacted by the return of markets in North Africa and Turkey.

North America:

Revenue from owned hotels for the fourth quarter of 2018 was $41.3 million, up $7.3 million or 21% from $34.0 million for the fourth quarter of 2017. In constant currency, revenue for the region for the fourth quarter of 2018 also increased $7.3 million from the prior-year quarter. The increase is largely attributable to Belmond La Samanna and Belmond Cap Juluca, which have both reopened in December 2018 after full refurbishment following the hurricanes that hit both properties in September 2017; and Belmond Charleston Place, which continues to benefit from the popularity of the destination and enhanced revenue management strategies.

In constant currency, same store RevPAR for owned hotels in the region increased 9% from the prior-year quarter due to a four percentage point increase in occupancy and a 2% increase in ADR.

Adjusted EBITDA for the region for the quarter was $12.9 million, an increase of $4.9 million or 61% from $8.0 million for the fourth quarter of 2017. In constant currency, adjusted EBITDA for the region for the fourth quarter of 2018 also increased $4.9 million due to improvements of $1.7 million at Belmond Charleston Place and $1.5 million at Belmond Cap Juluca. Operating losses of $1.4 million at Belmond La Samanna and $2.2 million at Belmond Cap Juluca have been added back to adjusted EBITDA while the properties were closed for renovation for the majority of the fourth quarter of 2018. During the fourth quarter, insurance proceeds of $4.1 million were received at '21' Club, relating to water damage suffered in January 2018, resulting in the recording of other income of $2.7 million and an adjusted EBITDA gain of $1.1 million.

Rest of world:

Revenue from owned hotels for the fourth quarter of 2018 was $36.7 million, an increase of $1.1 million or 3% from $35.6 million for the fourth quarter of 2017. In constant currency, revenue for the fourth quarter of 2018 increased $4.1 million or 12% from the prior year quarter, principally as a result of a $1.6 million increase in revenue at Belmond Hotel das Cataratas following positive media coverage of the destination and reduced visa restrictions in the country; a $1.5 million increase at Belmond Copacabana Palace, due to increased groups revenue and the strong performance of its recently renovated "Pérgula" restaurant; and a $1.1 million increase at the Belmond Safaris in Botswana as Belmond Savute Elephant Lodge, Chobe Reserve, was closed for the majority of the fourth quarter of 2017 for refurbishment.

In constant currency, same store RevPAR for owned hotels in the region increased 10% from the prior-year quarter as a result of a one percentage point increase in occupancy and an 8% increase in ADR.

Adjusted EBITDA for the region for the quarter was $10.3 million compared to $8.6 million for the prior-year quarter. In constant currency, adjusted EBITDA for the region increased by $2.2 million or 26% from the prior-year quarter as a result of a $1.0 million increase at Belmond Copacabana Palace, a $0.7 million increase at Belmond Hotel das Cataratas, and a $0.5 million increase at Belmond Safaris.

Owned trains & cruises:

Revenue for the fourth quarter of 2018 was $12.8 million, up $0.2 million or 2% from $12.6 million for the fourth quarter of 2017. In constant currency, revenue increased $1.3 million or 11%. The increase was driven by Venice Simplon-Orient-Express which has continued to deliver a strong performance this year as it benefits from recent capital improvements, enhanced revenue management activities and media exposure, offset by a decline at Belmond Road to Mandalay, which continues to suffer from reduced tourist arrivals in Myanmar.

Adjusted EBITDA for the quarter was $1.9 million, an increase of $2.8 million from the fourth quarter of 2017. In constant currency, adjusted EBITDA for the segment increased by $3.1 million with growth across the majority of the portfolio but primarily driven by growth from the Venice Simplon-Orient-Express.

Management fees:

Adjusted EBITDA from management fees for the fourth quarter of 2018 was $3.8 million, flat compared to the fourth quarter of 2017.

Share of pre-tax earnings from unconsolidated companies:

Adjusted share of pre-tax earnings from unconsolidated companies for the fourth quarter of 2018 was $4.6 million, an increase of $1.0 million compared to $3.6 million for the fourth quarter of 2017 due to an increase in passenger numbers and freight revenue at the Company's PeruRail joint venture.

Central overheads:

For the fourth quarter of 2018, adjusted central overheads were $6.5 million compared to adjusted central overheads of $6.1 million in the prior-year quarter due to increased development and other corporate headcount to support the Company's strategic growth plan.

Provision for income taxes:

For the fourth quarter of 2018, provision for income taxes was $8.1 million compared to a benefit of $11.0 million for the prior year quarter. The increase in tax provision is mainly as a result of a deferred tax benefit of $19.8 million in the prior year quarter following the reduction in the U.S. corporate tax rate from 35 to 21 per cent, effective January 1, 2018.

Investments

During the fourth quarter of 2018, the Company invested a total of $40.2 million in its portfolio, including $23.3 million on the refurbishment of Belmond Cap Juluca; $11.3 million on the refurbishment of Belmond La Samanna; $0.8 million for the refurbishment of '21' Club following water damage from burst pipes earlier in the year; and $0.7 million at Venice Simplon-Orient-Express for routine capital works.

Transaction costs

As described above, on December 13, 2018, the Company entered into a Merger Agreement with LVMH, Holding, and Merger Sub, pursuant to which LVMH will acquire the Company. During the year ended December 31, 2018, expenses and fees for professional services related to the board's review of strategic alternatives of $8.5 million were recognized within selling, general and administrative expenses in the statements of consolidated operations. If the Merger is consummated, the Company expects to incur additional costs related to the board's review of strategic alternatives which may be material. If the Merger Agreement is terminated under certain specified circumstances, Belmond may be required to pay to LVMH a termination fee equal to $92.3 million under the terms of the Merger Agreement.

Balance Sheet

At December 31, 2018, the Company had total debt of $759.9 million and cash balances of $111.8 million, resulting in net debt of $648.1 million and a ratio of net debt to trailing-twelve-month adjusted EBITDA of 4.4 times. This compared to net debt of $523.1 million and a ratio of net debt to trailing-twelve-month adjusted EBITDA of 4.2 times at December 31, 2017.

Outlook

In light of the impending transaction with LVMH described earlier in this release, the Company will not be providing any guidance about operating results and performance for future periods.

About Belmond Ltd.

Belmond (belmond.com) is a global collection of exceptional hotel and luxury travel adventures in some of the world’s most inspiring and enriching destinations. Established over 40 years ago with the acquisition of Belmond Hotel Cipriani in Venice, its unique and distinctive portfolio now embraces 46 hotel, rail and river cruise experiences, excluding one scheduled for an early 2019 opening in London, in many of the world’s most celebrated destinations. From city landmarks to intimate resorts, the collection includes Belmond Grand Hotel Europe, St. Petersburg; Belmond Copacabana Palace, Rio de Janeiro; Belmond Maroma Resort & Spa, Riviera Maya; and Belmond El Encanto, Santa Barbara. Belmond also encompasses safaris, seven luxury tourist trains, including the Venice Simplon-Orient-Express, and two river cruises. Belmond also operates ‘21’ Club, one of New York’s most storied restaurants. Further information on the Company can be found at investor.belmond.com.

Definitions

All references to constant currency, which is a non-GAAP measure, represent a comparison between periods excluding the impact of foreign exchange movements. The Company calculates these amounts by translating prior-year results at current-year exchange rates. The Company analyzes certain key financial measures on a constant currency basis to better understand the underlying results and trends of the business without distortion from the effects of currency movements.

Revenue per available room (“RevPAR”) is calculated by dividing room revenue by room nights available for the period. Same store RevPAR is a comparison of RevPAR based on the operations of the same units in each period, by excluding the effect of any hotel acquisitions in the period or major refurbishment where a property is closed for a full quarter or longer. The comparison also excludes the effect of dispositions (including discontinued operations) or closures. Management uses RevPAR and same store RevPAR to identify trend information with respect to room revenue and to evaluate the performance of a specific hotel or group of hotels in a given period.

Average daily rate ("ADR") is calculated by dividing room revenue by rooms sold for the period. Management uses ADR to measure the level of pricing achieved by a specific hotel or group of hotels in a given period.

Occupancy is calculated by dividing total rooms sold by total rooms available for the period. Occupancy measures the utilization of a hotel’s available capacity. Management uses occupancy to measure demand at a specific hotel or group of hotels in a given period.

Earnings before interest, taxes, depreciation and amortization ("EBITDA"), reflects earnings / (losses) from continuing operations excluding interest, foreign exchange (a non-cash item), tax (including tax on unconsolidated companies), depreciation and amortization.

Adjusted EBITDA is calculated by adjusting EBITDA for items such as restructuring and other special items such as leases and sales, acquisition-related costs, disposals of assets and investments, impairments, temporary closures and certain other items (some of which may be recurring) that management does not consider indicative of ongoing operations or that could otherwise have a material effect on the comparability of the Company's operations.

Adjusted net earnings / (losses) is calculated by adjusting earnings / (losses) from continuing operations for items such as foreign exchange (a non-cash item), leases and sales, acquisition-related costs, disposals of assets and investments, impairments, temporary closures, the tax effect of adjusting items and other one-off tax impacts, and certain other items (some of which may be recurring) that management does not consider indicative of ongoing operations or that could otherwise have a material effect on the comparability of the Company's operations.

Net debt is the sum of the Company’s current portion of long-term debt and capital leases and long-term debt and obligations under capital leases minus the sum of the Company’s cash, cash equivalents and restricted cash. The Company measures long-term debt after deducting unamortized debt issuance costs and discount on secured term loans.

Use of Non-GAAP Financial Measures

To supplement the Company's consolidated financial statements presented in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"), which are filed with the Securities and Exchange Commission ("SEC") as part of the Company's annual report on Form 10-K and interim reports on Form 10-Q, management analyzes the operating performance of the Company on the basis of adjusted EBITDA. Adjusted EBITDA is the measure used by the Company’s management team to assess the operating performance of the Company’s businesses. Adjusted EBITDA is also presented on a consolidated basis because management believes it helps our investors evaluate the Company’s profitability on a basis consistent with that of its operating segments. Adjusted EBITDA is also a financial performance measure commonly used in the hotel and leisure industry, although the Company’s EBITDA may not be comparable in all instances to that disclosed by other companies. Adjusted EBITDA should not be considered as an alternative to earnings from operations or net earnings under U.S. GAAP for purposes of evaluating the Company's operating performance as presented in the Company's consolidated financial statements filed with the SEC.

Adjusted EBITDA, when presented on a consolidated basis, including the items set forth in the Company's reconciliations tables, and adjusted net earnings / (losses) of the Company are non-GAAP financial measures and do not have any standardized meanings prescribed by U.S. GAAP. Adjusted EBITDA provides useful information to investors about the Company because it is not affected by non-operating factors such as leverage (affecting interest expense), tax positions (affecting income tax expense), the historical cost of assets (affecting depreciation expense) and the extent to which intangible assets are identifiable (affecting amortization expense). Adjusted EBITDA and adjusted net earnings / (losses) are unlikely to be comparable to similar measures presented by other companies, which may be calculated differently, and should not be considered as an alternative to net earnings or any other measure of performance prescribed by U.S. GAAP. Management considers adjusted EBITDA and adjusted net earnings / (losses) to be meaningful indicators of operations and uses them as measures to assess operating performance. Adjusted EBITDA and adjusted net earnings / (losses) are also used by investors, analysts and lenders as measures of financial performance because, as adjusted in the described manner, the measures provide a consistent basis on which the performance of the Company can be assessed from period to period. However, these measures are not intended to substitute for U.S. GAAP measures of Company performance as reflected in the Company's consolidated financial statements filed with the SEC.

EBITDA, adjusted EBITDA and adjusted net earnings / (losses) have limitations as analytical tools. Some of these limitations are: they do not reflect the Company’s cash expenditures or future requirements for capital expenditure or contractual commitments; they do not reflect changes in, or cash requirements for, the Company’s working capital needs; they do not reflect interest expense, or the cash requirements necessary to service interest or principal payments, on the Company’s debt; although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and adjusted EBITDA do not reflect any cash requirements for such replacements; and they are not adjusted for all non-cash income or expense items that are reflected in the Company’s statements of cash flows.

Cautionary Statements

This news release and related oral presentations by management contain, in addition to historical information, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include statements regarding the potential sale of the Company to LVMH, the Company's three-point growth strategy, future revenue, earnings, RevPAR, EBITDA and adjusted EBITDA, statement of operations and cash flow outlook, investment plans, debt refinancings, asset acquisitions, leases and sales, entry into third-party management contracts, operating synergies and revenue opportunities, operating systems, and benefits of the Company’s brand and similar matters that are not historical facts and therefore involve risks and uncertainties. These statements are based on management’s current expectations and beliefs regarding future developments, are not guarantees of performance and are subject to a number of uncertainties and risks that could cause actual results to differ materially from those described in the forward-looking statements. Factors that may cause actual results, performance and achievements to differ from those express or implied in the forward-looking statements include, but are not limited to, those mentioned in the news release and oral presentations, risks related to the potential sale of the Company to LVMH, our ability to execute and achieve our three-point growth strategy, future effects, if any, on the travel and leisure markets of terrorist activity and any police or military response, varying customer demand and competitive considerations, failure to realize expected hotel bookings and reservations and planned real estate sales as actual revenue, inability to sustain price increases or to reduce costs, rising fuel costs adversely impacting customer travel and the Company’s operating costs, fluctuations in interest rates and currency values, uncertainty of negotiating and completing any future asset acquisitions, leases, sales and third-party management contracts, debt refinancings, capital expenditures and acquisitions, inability to reduce funded debt as planned or to obtain bank agreement to any future requested loan agreement waivers or amendments, adequate sources of capital and acceptability of finance terms, possible loss or amendment of planning permits and delays in construction schedules for expansion projects, delays in reopening properties closed for repair or refurbishment and possible cost overruns, shifting patterns of tourism and business travel and seasonality of demand, adverse local weather conditions, possible challenges to the Company’s ownership of its brands, the Company’s reliance on technology systems and its development of new technology systems, changing global or regional economic conditions and weakness in financial markets which may adversely affect demand, legislative, regulatory and political developments (including the evolving political situation in Ukraine, Brazil, and Peru, and regional events in Myanmar, in the United Kingdom in respect of its withdrawal from the European Union and in the United States in respect of its evolving immigration and trade policies and the Tax Cuts and Jobs Act of 2017, and the resulting impact of these situations on local and global economies, exchange rates and on current and future demand), the threat or current transmission of epidemics, infectious diseases, and viruses, such as the Zika virus which may affect demand in Latin America, including the Caribbean, and elsewhere, and possible challenges to the Company’s corporate governance structure. Further information regarding these and other factors that could cause management’s current expectations and beliefs not to be realized is included in the filings by the Company with the U.S. Securities and Exchange Commission. Except as otherwise required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statement, whether due to new information, future events or otherwise.

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