ROYAL CARIBBEAN CRUISES LTD.
(Translation of
registrants name into English)
1050 Caribbean Way, Miami, Florida 33132
(Address of principal
executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F |X| Form 40-F |_|
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes |_| No |X|
ROYAL CARIBBEAN CRUISES LTD.
INDEX TO QUARTERLY FINANCIAL REPORT
Page | |||
---|---|---|---|
Consolidated Statements of Operations for the Second Quarters and Six Months Ended June 30, | |||
2003 and 2002 | 1 | ||
Consolidated Balance Sheets as of June 30, 2003 and December 31, 2002 | 2 | ||
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2003 and 2002 | 3 | ||
Notes to the Consolidated Financial Statements | 4 | ||
Management's Discussion and Analysis of Financial Condition and Results of Operations | 9 | ||
Signatures | 16 | ||
Certifications | 17 | ||
Attachment: Chief Executive Officer and Acting Chief Financial Officer Certification | 19 |
ROYAL CARIBBEAN CRUISES LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share data)
Second Quarter Ended June 30, |
Six Months Ended June 30, |
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---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2003 | 2002 | 2003 | 2002 | ||||||||||
Revenues | $ 905,841 | $ 821,804 | $ 1,786,005 | $ 1,621,757 | |||||||||
Expenses | |||||||||||||
Operating | 580,466 | 498,865 | 1,133,035 | 1,001,503 | |||||||||
Marketing, selling and administrative | 119,457 | 107,271 | 243,441 | 209,347 | |||||||||
Depreciation and amortization | 88,715 | 85,148 | 177,384 | 167,975 | |||||||||
788,638 | 691,284 | 1,553,860 | 1,378,825 | ||||||||||
Operating Income | 117,203 | 130,520 | 232,145 | 242,932 | |||||||||
Other Income (Expense) | |||||||||||||
Interest income | 809 | 2,485 | 1,914 | 6,712 | |||||||||
Interest expense, net of capitalized interest | (66,750 | ) | (67,008 | ) | (131,634 | ) | (135,276 | ) | |||||
Other income (expense) | 4,410 | 703 | 6,421 | 5,145 | |||||||||
(61,531 | ) | (63,820 | ) | (123,299 | ) | (123,419 | ) | ||||||
Net Income | $ 55,672 | $ 66,700 | $ 108,846 | $ 119,513 | |||||||||
Earnings Per Share: | |||||||||||||
Basic | $ 0.29 | $ 0.35 | $ 0.56 | $ 0.62 | |||||||||
Diluted | $ 0.28 | $ 0.34 | $ 0.56 | $ 0.61 | |||||||||
Weighted-average shares outstanding: | |||||||||||||
Basic | 193,158 | 192,406 | 193,093 | 192,366 | |||||||||
Diluted | 195,882 | 196,413 | 195,394 | 195,962 | |||||||||
The accompanying notes are an integral part of these financial statements.
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ROYAL CARIBBEAN CRUISES LTD.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
As of |
|||||||
---|---|---|---|---|---|---|---|
June 30, 2003 |
December 31, 2002 | ||||||
(unaudited) | |||||||
ASSETS | |||||||
Current Assets | |||||||
Cash and cash equivalents | $ 528,983 | $ 242,584 | |||||
Trade and other receivables, net | 106,906 | 79,535 | |||||
Inventories | 48,275 | 37,299 | |||||
Prepaid expenses and other assets | 160,152 | 88,325 | |||||
Total current assets | 844,316 | 447,743 | |||||
Property and Equipment-- at cost less accumulated | |||||||
depreciation and amortization | 9,197,288 | 9,276,484 | |||||
Goodwill, net | 278,561 | 278,561 | |||||
Other Assets | 562,470 | 535,743 | |||||
$ 10,882,635 | $ 10,538,531 | ||||||
LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||
Current Liabilities | |||||||
Current portion of long-term debt | $ 190,926 | $ 122,544 | |||||
Accounts payable | 167,395 | 171,153 | |||||
Accrued expenses and other liabilities | 328,454 | 308,281 | |||||
Customer deposits | 730,343 | 567,955 | |||||
Total current liabilities | 1,417,118 | 1,169,933 | |||||
Long-Term Debt | 5,355,912 | 5,322,294 | |||||
Other Long-Term Liabilities | 18,266 | 11,610 | |||||
Commitments and Contingencies (Note 6) | |||||||
Shareholders' Equity | |||||||
Common stock ($.01 par value; 500,000,000 shares authorized; | |||||||
193,373,157 and 192,982,513 shares issued) | 1,934 | 1,930 | |||||
Paid-in capital | 2,058,359 | 2,053,649 | |||||
Retained earnings | 2,041,215 | 1,982,580 | |||||
Accumulated other comprehensive (loss) income | (2,731 | ) | 3,693 | ||||
Treasury stock (536,040 and 515,868 common shares at cost) | (7,438 | ) | (7,158 | ) | |||
Total shareholders' equity | 4,091,339 | 4,034,694 | |||||
$ 10,882,635 | $ 10,538,531 | ||||||
The accompanying notes are an integral part of these financial statements.
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ROYAL CARIBBEAN CRUISES LTD.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(unaudited, in
thousands)
Six Months Ended | |||||||
---|---|---|---|---|---|---|---|
June 30, |
|||||||
2003 | 2002 | ||||||
OPERATING ACTIVITIES | |||||||
Net income | $ 108,846 | $ 119,513 | |||||
Adjustments: | |||||||
Depreciation and amortization | 177,384 | 167,975 | |||||
Accretion of original issue discount | 24,139 | 23,071 | |||||
Changes in operating assets and liabilities: | |||||||
Increase in trade and other receivables, net | (17,406 | ) | (15,318 | ) | |||
(Increase) decrease in inventories | (10,976 | ) | 70 | ||||
Increase in prepaid expenses and other assets | (18,985 | ) | (24,303 | ) | |||
(Decrease) increase in accounts payable | (3,758 | ) | 16,143 | ||||
Decrease in accrued expenses and other liabilities | (23,207 | ) | (29,242 | ) | |||
Increase in customer deposits | 162,388 | 233,325 | |||||
Other, net | (7,558 | ) | 7,627 | ||||
Net cash provided by operating activities | 390,867 | 498,861 | |||||
INVESTING ACTIVITIES | |||||||
Purchases of property and equipment | (98,108 | ) | (200,666 | ) | |||
Other, net | (22,688 | ) | (5,265 | ) | |||
Net cash used in investing activities | (120,796 | ) | (205,931 | ) | |||
FINANCING ACTIVITIES | |||||||
Repayments of long-term debt, net | (169,672 | ) | (398,824 | ) | |||
Net proceeds from issuance of debt | 244,910 | -- | |||||
Dividends | (50,211 | ) | (50,018 | ) | |||
Other, net | (8,699 | ) | 22,598 | ||||
Net cash provided by (used in) financing activities | 16,328 | (426,244 | ) | ||||
Net Increase (Decrease) in Cash and Cash Equivalents | 286,399 | (133,314 | ) | ||||
Cash and Cash Equivalents at Beginning of Period | 242,584 | 727,178 | |||||
Cash and Cash Equivalents at End of Period | $ 528,983 | $ 593,864 | |||||
Supplemental Disclosures | |||||||
Cash paid during the year for: | |||||||
Interest, net of amount capitalized | $ 111,887 | $ 117,978 | |||||
Noncash investing and financing activities: | |||||||
Acquisition of vessel through debt | $ -- | $ 319,951 | |||||
The accompanying notes are an integral part of these financial statements.
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Second Quarter Ended June 30, |
Six Months Ended June 30, |
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2003 | 2002 | 2003 | 2002 | ||||||||||
Net income, as reported | $ 55,672 | $ 66,700 | $ 108,846 | $ 119,513 | |||||||||
Deduct: Total stock-based employee compensation expense determined under | |||||||||||||
fair value method for all awards | (2,497 | ) | (5,333 | ) | (6,226 | ) | (11,480 | ) | |||||
Pro forma net income | $ 53,175 | $ 61,367 | $ 102,620 | $ 108,033 | |||||||||
Earnings per share: | |||||||||||||
Basic - as reported | $ 0.29 | $ 0.35 | $ 0.56 | $ 0.62 | |||||||||
Basic - pro forma | $ 0.28 | $ 0.32 | $ 0.53 | $ 0.56 | |||||||||
Diluted - as reported | $ 0.28 | $ 0.34 | $ 0.56 | $ 0.61 | |||||||||
Diluted - pro forma | $ 0.27 | $ 0.31 | $ 0.53 | $ 0.55 |
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Note 3 Earnings Per ShareBelow is a reconciliation between basic and diluted earnings per share (in thousands, except per share data): |
Second Quarter Ended June 30, |
Six Months Ended June 30, |
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2003 | 2002 | 2003 | 2002 | ||||||||||
Net income | $ 55,672 | $ 66,700 | $108,846 | $119,513 | |||||||||
Weighted-average common shares outstanding | 193,158 | 192,406 | 193,093 | 192,366 | |||||||||
Dilutive effect of stock options | 2,724 | 4,007 | 2,301 | 3,596 | |||||||||
Diluted weighted-average shares outstanding | 195,882 | 196,413 | 195,394 | 195,962 | |||||||||
Basic earnings per share | $ 0.29 | $ 0.35 | $ 0.56 | $ 0.62 | |||||||||
Diluted earnings per share | $ 0.28 | $ 0.34 | $ 0.56 | $ 0.61 | |||||||||
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Year | ||
2003 | $ 22,658 | |
2004 | 43,411 | |
2005 | 33,253 | |
2006 | 31,443 | |
2007 | 29,716 | |
Thereafter | 164,295 | |
$324,776 | ||
|
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Note 7 Comprehensive IncomeComprehensive income includes net income and changes in the fair value of derivative instruments that qualify as cash flow hedges. The cumulative changes in fair value of the derivatives are deferred and recorded as a component of accumulated other comprehensive income until the hedged transactions are realized and recognized in earnings. |
Second Quarter Ended June 30, |
Six Months Ended June 30, |
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2003 | 2002 | 2003 | 2002 | ||||||||||
Net income | $ 55,672 | $66,700 | $ 108,846 | $119,513 | |||||||||
Changes related to cash flow derivative hedges | (4,627 | ) | 6,781 | (6,424 | ) | 21,834 | |||||||
Total comprehensive income | $ 51,045 | $73,481 | $ 102,422 | $141,347 | |||||||||
Note 8--Subsequent EventsIn July 2003, the commitment amount under our $500.0 million unsecured revolving credit facility was increased to $550.0 million. The other terms of the facility were unchanged. We have cancelled an 11 night sailing in the third quarter of 2003 due to the unanticipated drydock of one ship. On July 30, 2003, we took delivery of Serenade of the Seas, a Radiance-class ship with 2,112 berths, for the Royal Caribbean International fleet and made a final payment to the shipyard of $347.3 million. |
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Certain statements under this caption Managements Discussion and Analysis of Financial Condition and Results of Operations, constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. Forward-looking statements do not guarantee future performance and may involve risks, uncertainties and other factors which could cause our actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied in those forward-looking statements. Examples of these risks, uncertainties and other factors include, but are not limited to:
The above examples are not exhaustive and new risks emerge from time to time. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This report should be read in conjunction with our annual report on Form 20-F for the year ended December 31, 2002. |
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Results of OperationsThe following table presents operating data as a percentage of revenues: |
Second Quarter Ended June 30, |
Six Months Ended June 30, |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2003 |
2002 |
2003 |
2002 | ||||||||||
Revenues | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | |||||
Expenses: | |||||||||||||
Operating | 64.1 | 60.7 | 63.5 | 61.8 | |||||||||
Marketing, selling and administrative | 13.2 | 13.0 | 13.6 | 12.9 | |||||||||
Depreciation and amortization | 9.8 | 10.4 | 9.9 | 10.3 | |||||||||
Operating Income | 12.9 | 15.9 | 13.0 | 15.0 | |||||||||
Other Income (Expense) | (6.8 | ) | (7.8 | ) | (6.9 | ) | (7.6 | ) | |||||
Net Income | 6.1 | % | 8.1 | % | 6.1 | % | 7.4 | % | |||||
Our revenues are seasonal based on the demand for cruises. Demand is strongest for cruises during the summer months.
Unaudited selected statistical information is shown in the following table:
Second Quarter Ended June 30, |
Six Months Ended June 30, |
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---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2003 |
2002 |
2003 |
2002 | ||||||||||
Passengers Carried | 703,443 | 656,149 | 1,399,613 | 1,330,320 | |||||||||
Passenger Cruise Days (a) | 4,809,952 | 4,273,498 | 9,553,116 | 8,618,300 | |||||||||
Available Passenger Cruise Days (b) | 4,726,704 | 4,092,996 | 9,390,296 | 8,275,316 | |||||||||
Occupancy Percentage (c) | 101.8 | % | 104.4 | % | 101.7 | % | 104.1 | % |
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ROYAL CARIBBEAN CRUISES LTD. (Registrant) /S/ BONNIE S. BIUMI Bonnie S. Biumi Acting Chief Financial Officer |
Date: July 30, 2003
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I, Richard D. Fain, certify that:
1. | I have reviewed this report on Form 6-K of Royal Caribbean Cruises Ltd.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
c) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: July 30, 2003
/S/ RICHARD D. FAIN Richard D. Fain Chief Executive Officer |
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I, Bonnie S. Biumi, certify that:
1. | I have reviewed this report on Form 6-K of Royal Caribbean Cruises Ltd.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
c) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: July 30, 2003
/S/BONNIE S. BIUMI Bonnie S. Biumi Acting Chief Financial Officer |
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1. | the Report fully complies with the applicable reporting requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and |
2. | the information contained in the Report fairly presents in all material respect the financial condition and results of operations of the Company. |
/S/ RICHARD D. FAIN Richard D. Fain Chief Executive Officer |
/S/ BONNIE S. BIUMI Bonnie S. Biumi Acting Chief Financial Officer |
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