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(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Bermuda
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98-0223493
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of each class
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Name of each exchange on which registered
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Class A Common Shares, $0.01 par value each
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New York Stock Exchange
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Preferred Share Purchase Rights
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New York Stock Exchange
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Large Accelerated Filer
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Accelerated Filer
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Non-Accelerated Filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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Emerging growth company
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•
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Driving top-line growth and bottom-line results at the Company's existing businesses
-- Belmond plans to continue owning or part-owning and operating most of its existing properties, which allows Belmond to develop each product's distinctive local character and to benefit from current cash flow and potential future gains on sale. Belmond considers its combined owner/operator role as efficient and consistent with the long-term nature of its assets. Self-management or management with equity interest has enabled Belmond to capture the economic benefits otherwise shared with a third-party manager, to control the operations, quality and expansion of the hotels, and to use its experience with market adjustments, price changes, expansions and renovations to improve cash flow and enhance asset values. The Company continues to emphasize increasing revenue and earnings at its established and recently opened properties, with a particular focus on:
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◦
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maximizing RevPAR while controlling costs associated with incremental revenue;
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upgrading core systems to drive greater demand, improve customer relationships and increase website conversion ratios;
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investing in capital improvements at existing hotels and expanding where land or space is available, in both cases when potential investment returns are relatively high and operating costs are low;
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putting a greater emphasis on margin improvements; and
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increasing the utilization of its trains and cruises by adding departures and, for PeruRail, expanding its contracted freight business.
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Continuing the Company's efforts to build brand awareness
-- Many of Belmond’s individual properties, such as Belmond Hotel Cipriani, Belmond Grand Hotel Europe, Belmond Copacabana Palace and Belmond Mount Nelson Hotel, have distinctive local character and strong brand identities. Prior to introducing the Belmond brand in 2014, the Company promoted its individual hotel properties and the Venice Simplon-Orient-Express train through the “Orient-Express" sub-brand. In 2014, the Company elected to migrate to more of a "hard-brand" strategy and now markets its collection under the Belmond brand. At the same time, the Company retained its long-term license agreement with SNCF, the French transportation company that owns the "Orient-Express" trademark for the Venice Simplon-Orient-Express train. With the decision to introduce the Belmond brand, the Company also entered into an agreement with SNCF to terminate (with effect from December 14, 2014) the "Orient-Express" license for hotel use, without any cost or penalty.
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Expanding the Company's global footprint
-- As part of the strategic plan that the Company unveiled in 2016, Belmond identified global footprint expansion as a meaningful driver of the Company's long-term growth and value. Footprint expansion includes growing the Company's international portfolio through any or all of the following: acquisitions, long-term leases, management agreements -- with or without a related investment, franchise agreements, and construction or acquisition of new train or cruise businesses. Factors in Belmond's evaluation of a potential acquisition, lease, management or franchise opportunity include the property's fit within the Belmond brand and the Company's target geographic markets, as well as an assessment against certain Company's defined financial criteria, with a focus on maintaining conservative debt and leverage levels. In keeping with this conservative approach, the Company intends to partially finance larger acquisitions through the sale of selected assets while generally seeking to retain long-term management of any disposed asset.
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Other strategic considerations
-- In recent years, management executed on a strategy to reduce Belmond’s long-term debt position. A number of assets not considered key to Belmond’s portfolio of unique, high-valued properties were identified and sold with proceeds being used to reduce debt, re-invest in other properties, and more recently to repurchase the Company's class A common shares. In the last four years, Belmond sold its
50%
ownership in the entity which owned Hotel Ritz by Belmond, Madrid, Spain, the Inn at Perry Cabin by Belmond in Maryland, and Belmond Northern Belle in England for combined total proceeds of $87,489,000, and removed any debt or guarantees related to these properties from its consolidated balance sheets. See Note 6 to the Financial Statements. Management continues to review Belmond's portfolio to identify additional non-core assets and expects that any future asset sales would be encumbered by long-term management agreements for Belmond. See Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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Belmond is a member of the Sustainable Restaurant Association and will continue to be advised by its food sustainability, environmental responsibility and ethical sourcing standards during the coming year. In addition, the food and beverage operations of Belmond Le Manoir aux Quat'Saisons will continue to be fully assessed in 2019 to measure and benchmark sustainability credentials. The UK hotel continues to support the local community, source local food wherever possible, and compost waste.
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In Myanmar, the ship doctor of Belmond Road to Mandalay has run community activities along the Ayeyarwady River in a program dating back to 1995. These include a free clinic that treats an average of 2,000 people per month. Among other community activities are the construction and long-term support of 25 schools, and irrigation and solar power projects in remote villages.
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Our diverse activities in southeast Asia include supporting a turtle conservation foundation, beach cleaning, and agricultural, water purification and recycling programs in Bali. We support an orphanage in Laos, train students of a hospitality school in Cambodia and recycle retired linens to those in need near several of our hotels. Belmond Napasi in Koh Samui has received a Silver G-Green Award from Thailand's Department of Environmental Quality & Promotion.
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In Russia, Belmond Grand Hotel Europe works with local orphanages and youth organizations to support those in need. The hotel supports a house in the SOS children's village outside of St. Petersburg for young people without families, where five children aged between 12 and 15 years old are currently being cared for. The hotel has also introduced a greenhouse program to educate children in growing, and the importance of fresh organic vegetables.
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In the U.S., Belmond Charleston Place created and coordinates the Charleston Chefs’ “Feed the Need” Program in which local hotels, restaurants and caterers provide weekly meals in food shelters for up to 500 persons. The hotel also introduced a "Teach the Need" program, teaching hospitality skills to at-risk high school students and helping them find employment. A new program, "Ben's Friends," helps those in the hospitality industry overcome drug- and alcohol-related problems. In addition, every Christmas, the hotel organizes a luncheon for 2,000 disadvantage local people, along with providing gifts such as winter coats. In 2018, the hotel raised over $500,000 to help fund these endeavors.
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Also in the U.S., Belmond El Encanto is pursuing a number of community initiatives such as support of low-income families and local shelters. It fundraises for and organizes volunteering in support of Youth Interactive and Girls Inc., charities for underserved young people. The hotel supports a range of eco initiatives at an island national park including habitat restoration and education. The hotel's Sustainability Committee spearheads long-term environmental initiatives,
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In Brazil, Belmond Copacabana Palace has continued to develop the sustainability and community programs it initiated in 2009 and the long-standing community programs it formalized in 2012. It now recycles more than 50% of its waste, uses 100% renewable energy, recycles 100% of its plastic bottles, donates retired linen and clothing to local charities, works with sustainable food and flower suppliers, and supports Solar Meninos de Luz, a local children's philanthropic organization.
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Also in Brazil, Belmond Hotel das Cataratas is committed to environmental conservation programs including Projeto Carnivoros do Iguaçu, which has overseen a substantial rise in numbers of endangered animals such as pumas and jaguars within the surrounding national park. The hotel also sponsors a local young people's training program offering youth apprenticeships and work placements for disadvantaged young people. The hotel is committed to environmental conservation and ecological operating programs, recycling water, soap, uniforms, mattresses and other items. It was the first South American hotel to be certified for ISO14001– Sustainability and SA8000–Social Responsibility.
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Our Peru hotels and trains undertake a wide range of community and sustainability initiatives. These include support of local artisans and farmers who receive help to create products and grow crops that our Peru hotels and trains purchase at fair trade prices. Belmond Palacio Nazarenas has developed an edible herb garden, Belmond Hotel Rio Sagrado a small orchard, and Belmond Sanctuary Lodge a small greenhouse – all of which supply their kitchens. PeruRail supports community alpaca breeding and wool weaving projects and donates blankets to local communities. Additional community programs range from planting thousands of trees to clearing waste from riverbanks and beaches. Cultural initiatives include the provision of free train travel for disadvantaged children to Machu Picchu, community initiatives to improve safety along the train tracks, helping villagers to set up local businesses, and a film-making program that records local people sharing local traditions and memories. One particular program, Cconamuro, trains villagers in hospitality skills, enabling them to welcome our guests on cultural day visits that include lunch and the chance to discover aspects of local life.
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Our Italian hotels are active in a range of sustainability and community initiatives. Our two hotels in Sicily have implemented water-saving initiatives including rainwater tanks that help sustain a new Chef's Garden, have joined local children in the annual clean-up of nearby Isola Bella beach, and helped raise funds for a local hospital. Belmond Villa San Michele hosts an annual "dinner in the dark" in support of the Italian Union of the Blind and Partially Sighted, whose students serve guests. In addition, staff from the hotel volunteered with Angeli del Bello, a civic volunteer organization, to clean a public park in Florence. Belmond Hotel Cipriani continued its support of the Senegal village from which its Night Concierge hails. Staff raise funds for the village and also shipped a sea container of mattresses, appliances and other goods no longer needed by the hotel to the village.
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In Mexico, Belmond Maroma Resort & Spa plants approximately 850 sapling trees monthly for reforestration, recycles retired clothing and linen to the Red Cross, and takes part in community projects supporting local fauna including sea turtles, melipona bees and sharks.
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risks related to the proposed sale of the Company to LVMH Moët Hennessy—Louis Vuitton SE ("LVMH"), Palladio Overseas Holding Limited and Fenice Ltd.,
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risks of Belmond’s business,
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risks related to Belmond’s financial condition and results of operations, and
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risks of investing in class A common shares.
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cyclical downturns arising from changes in economic conditions and general business activities in the United States and European and other countries which impact consumer confidence, levels of travel and demand for travel products,
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rising travel costs such as increased air travel fares and higher fuel costs, and reduced capacities of airlines and other transport services to specific destinations,
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political instability of the governments of some countries where Belmond’s properties are located, resulting in depressed demand,
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less disposable income of consumers and the traveling public,
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dependence on varying levels of tourism, business travel and corporate entertainment,
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changes in popular travel patterns,
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competition from other hotels, trains, cruises and leisure time activities,
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periodic local oversupply of guest accommodation in specific locations, which may adversely affect occupancy and actual room rates achieved,
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increases in operating costs at Belmond’s properties due to inflation and other factors which may not be offset by increased revenues,
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economic and political conditions affecting market demand for travel products, including recessions, civil disorder, diplomatic relations, and acts or threats of terrorism,
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foreign exchange rate movements causing fluctuations in reported revenues, costs and earnings and impacting demand for Belmond's properties,
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failure to comply with applicable anti-corruption laws or trade sanctions, potentially exposing Belmond to claims for damages, financial penalties and reputational harm,
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restrictive changes in laws and regulations applicable to zoning and land use, labor and employment, health, safety and the environment, and related governmental and regulatory action,
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costs and administrative burdens associated with compliance with applicable laws and regulations relating to privacy and customer and employee personal data protection, licensing, labor and employment, and other operating matters,
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changing national and local governmental tax laws and regulations, which may increase the taxes Belmond is required to pay,
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expropriation or nationalization of properties by foreign governments of countries where our hotels and other properties are located, and limitations on repatriation of local earnings or withdrawal of local investment,
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availability and cost of capital to fund construction, renovations and investments,
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adverse weather conditions such as severe storms that may temporarily impact demand, destructive forces like fire or flooding that may result in temporary closure of properties, water levels that may impact the Company's cruise operations, or landslides or engineering works that may impact train operations,
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reduction in domestic or international travel and demand for Belmond’s properties due to actual or threatened acts of terrorism or war, or actual or threatened outbreak of contagious disease, and heightened travel security measures and restrictions instituted in response to these events,
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interference with customer travel due to accidents or industrial action, increased transportation and fuel costs, and natural disasters,
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with regard to Belmond's hotel management agreements, compliance by Belmond as manager with its contractual performance and financial obligations, maintenance of satisfactory relationships between Belmond as manager and the
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seasonality, in that many of Belmond’s hotels and tourist trains are located in the northern hemisphere where they operate at low revenue or close during the winter months, and
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reliance on third parties to haul the Belmond owned carriages comprising the Company's luxury train businesses.
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reputation and name recognition,
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convenience of location,
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the quality of the physical property and services offered,
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room rates and menu prices,
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the range and quality of food services and amenities offered, and
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types of cuisine.
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identify properties suitable for acquisition, management and expansion,
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negotiate purchases or construction on commercially reasonable terms or successfully negotiate management agreements of properties Belmond does not own or in which it has only a non-controlling interest,
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obtain the necessary financing and government permits or approvals,
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build on schedule and with minimum disruption to guests, and
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integrate new properties into Belmond’s operations.
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construction delays or cost overruns that may increase project costs,
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delay or denial of zoning, occupancy and other required government permits and authorizations,
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write-off of development costs incurred for projects that are not pursued to completion,
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natural disasters such as earthquakes, hurricanes, floods or fires,
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defects in design or construction that may result in additional costs to remedy, or that require all or a portion of a property to be closed during the period needed to rectify the situation,
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inability to raise capital to fund a project because of poor economic or financial conditions,
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claims and disputes between Belmond and other contracting parties resulting in delay, monetary loss or project termination,
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governmental restrictions on the nature or size of a project or timing of completion,
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labor shortages of qualified trades people or labor disputes,
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changes in market conditions such as oversupply that may affect a project's profitability, and
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discovery or identification of environmental conditions that could require unanticipated studies, cleanups, approvals, increased costs, time delays or even project termination.
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fluctuating values of commercial real estate and potential asset value impairments due to operating performance falling short of expectation or other triggering events,
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changes in national, regional and local economic and political conditions,
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changes in interest rates and the availability, cost and terms of financing,
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the impact of present or future government legislation and regulation (including environmental and eminent domain laws),
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the ongoing need for capital improvements to maintain or upgrade properties,
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potential discovery of environmental conditions associated with prior or present operations on site or nearby, and proper management and disposal of wastes and hazardous substances,
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changes in property taxes and operating expenses,
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the potential for uninsured or underinsured losses, and
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limited ability to reduce the relatively high fixed costs of operating owned commercial real estate if revenue declines.
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changing local economic and competitive conditions,
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weakening local currencies compared to the U.S. dollar,
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natural and other disasters,
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new government laws and regulations, and
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political instability and/or changes in government administrations.
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may be unable to meet their financial obligations to the joint venture,
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may have business interests inconsistent with those of Belmond or act contrary to Belmond’s objectives and policies,
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may cause properties to incur unplanned liabilities or commitments, or
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may take actions binding on the joint venture without Belmond’s consent or that otherwise may impair Belmond’s operation of the business.
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require Belmond to dedicate much of its cash flow from operations to debt service payments, and so reduce the availability of cash flow to fund working capital, capital expenditures, product and service development and other general corporate purposes,
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limit Belmond’s ability to obtain additional financing for its business or to repay or refinance its existing indebtedness on satisfactory terms,
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increase Belmond’s vulnerability to adverse economic and industry conditions, including the seasonality of some of Belmond’s activities,
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limit Belmond’s flexibility in planning for, or reacting to, changes in its business and industry as well as the economy generally, or
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limit Belmond's ability to plan for, or advance, its strategic growth plan.
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translation risk, which is the risk that the financial statements for a particular period or as of a certain date depend on the prevailing exchange rates of the various currencies against the U.S. dollar,
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transaction risk, which is the risk associated with changes in exchange rates between the time when a transaction is initially recorded and when it is ultimately settled, and
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economic risk, which is the risk that the currency of costs and liabilities does not move in line with the currency of revenue and assets, which fluctuations may adversely affect Belmond’s operating margins.
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quarterly variations in operating results,
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operating results that vary from the expectations of management, securities analysts and investors,
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changes in expectations as to future financial performance, including financial estimates by securities analysts and investors,
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developments generally affecting Belmond’s business or the hospitality industry,
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market speculation about the acquisition of Belmond by LVMH, including but not limited to, the impact on the share price of the Company's class A common shares in the event the transaction is not completed,
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announcements by Belmond or its competitors of significant contracts, acquisitions, joint ventures or capital commitments,
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announcements of significant claims or proceedings against Belmond,
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future sales of equity or equity-linked securities including by holders of large positions in the outstanding class A common shares, and
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general domestic and international economic and political conditions.
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a supermajority shareholder voting provision for the removal of directors from office with or without cause,
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a supermajority shareholder voting provision for “business combination” transactions with beneficial owners of shares carrying 15% or more of the votes which may be cast at any general meeting of shareholders, and
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limitations on the voting rights of such 15% beneficial owners.
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effect service of process within the United States upon the Company or its directors and officers, or
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enforce judgments obtained in United States courts against the Company or its directors and officers based upon the civil liability provisions of the United States federal securities laws.
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whether a judgment of a United States court based solely upon the civil liability provisions of the United States federal securities laws would be enforceable in Bermuda against the Company or its directors and officers, and
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whether an original action could be brought in Bermuda against the Company or its directors and officers to enforce liabilities based solely upon the United States federal securities laws.
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2018
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2017
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2016
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2015
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2014
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$’000
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$’000
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$’000
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$’000
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$’000
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Revenue
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576,836
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560,999
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549,824
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551,385
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585,715
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|||||
Impairments
(1)
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(9,650
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)
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(13,716
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)
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(1,007
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)
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(9,796
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)
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(1,211
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)
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Gain/(loss) on disposal of property, plant and equipment and equity method investments
(2)
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750
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(153
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)
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938
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|
20,275
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4,128
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Earnings/(losses) from unconsolidated companies, net of tax
(3)
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9,355
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(10,213
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)
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|
11,013
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|
|
9,075
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9,484
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|||||
(Losses)/earnings from continuing operations
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(28,242
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)
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(45,070
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)
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|
35,401
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|
17,388
|
|
|
2,047
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|||||
Net (losses)/earnings from discontinued operations, net of tax
(4)
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(10
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)
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|
122
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|
1,032
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|
|
(1,534
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)
|
|
(3,782
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)
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|||||
Net (losses)/earnings
|
|
(28,252
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)
|
|
(44,948
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)
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|
36,433
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|
|
15,854
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(1,735
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)
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|||||
Net (earnings)/losses attributable to non-controlling interests
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(204
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)
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(87
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)
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|
(109
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)
|
|
411
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|
|
(145
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)
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|
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|
|
|
|
|
|
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|||||
Net (losses)/earnings attributable to Belmond Ltd.
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(28,456
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)
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(45,035
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)
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|
36,324
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|
|
16,265
|
|
|
(1,880
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)
|
|
|
2018
|
|
2017
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|
2016
|
|
2015
|
|
2014
|
|||||
|
|
$
|
|
$
|
|
$
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|
$
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|
$
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|||||
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|||||
Basic earnings per share:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Losses)/earnings from continuing operations
|
|
(0.27
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)
|
|
(0.44
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)
|
|
0.35
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|
|
0.17
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|
|
0.02
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|
Net earnings/(losses) from discontinued operations
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|
—
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|
|
—
|
|
|
0.01
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|
|
(0.01
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)
|
|
(0.04
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)
|
Basic net (losses)/earnings per share attributable to Belmond Ltd.
|
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(0.28
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)
|
|
(0.44
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)
|
|
0.36
|
|
|
0.16
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|
|
(0.02
|
)
|
|
|
|
|
|
|
|
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|
|
|
|||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Losses)/earnings from continuing operations
|
|
(0.27
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)
|
|
(0.44
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)
|
|
0.34
|
|
|
0.17
|
|
|
0.02
|
|
Net earnings/(losses) from discontinued operations
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|
(0.01
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)
|
|
(0.04
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)
|
Diluted net (losses)/earnings per share attributable to Belmond Ltd.
|
|
(0.28
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)
|
|
(0.44
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)
|
|
0.35
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|
|
0.16
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|
|
(0.02
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)
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|
|
|
|
|
|
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|
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|
|||||
Dividends per share
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|
—
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|
|
—
|
|
|
—
|
|
|
—
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|
|
—
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|
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|||||
|
|
$’000
|
|
$’000
|
|
$’000
|
|
$’000
|
|
$’000
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets
|
|
1,675,808
|
|
|
1,653,637
|
|
|
1,524,068
|
|
|
1,509,475
|
|
|
1,655,223
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total long-term debt and obligations under capital leases
|
|
759,978
|
|
|
707,159
|
|
|
591,052
|
|
|
582,892
|
|
|
604,689
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total shareholders’ equity
|
|
639,512
|
|
|
698,546
|
|
|
686,450
|
|
|
658,064
|
|
|
761,186
|
|
|
|
|
|
|
(1)
|
The impairments in 2018 consisted of impairment of property, plant and equipment of
$2,291,000
at Belmond Road to Mandalay and
$2,484,000
at Belmond Governor's Residence, impairment of goodwill of
$2,195,000
at Belmond Governor's Residence,
$1,548,000
at Belmond La Résidence d’Angkor,
$819,000
at Belmond Villa San Michele and
$157,000
at Belmond Castello di Casole, and a favorable lease asset impairment of
$156,000
at Belmond Governor’s Residence.
|
(2)
|
The 2018 gain was related to the recognition of the deferred gain in relation to the sale of Inn at Perry Cabin by Belmond in March 2014.
|
(3)
|
The 2018 losses from unconsolidated companies, net of tax, include
$2,074,000
, Belmond's equity share of an impairment charge recorded in Belmond Las Casitas del Colca, one of the five hotels owned by PBH, the Peruvian joint venture.
|
(4)
|
The results of Ubud Hanging Gardens and Porto Cupecoy have been presented as discontinued operations for all periods presented.
|
•
|
driving top- and bottom-line growth at the Company's existing businesses,
|
•
|
continuing the Company's efforts to build brand awareness, and
|
•
|
positioning the Company for footprint expansion.
|
Year ended December 31,
|
|
2018
|
|
2017
|
|
2016
|
|||
|
|
|
|
|
|
|
|||
Rooms Available
|
|
|
|
|
|
|
|||
Europe
|
|
288,519
|
|
|
273,756
|
|
|
271,963
|
|
North America
|
|
231,875
|
|
|
255,862
|
|
|
256,726
|
|
Rest of world
|
|
372,678
|
|
|
374,478
|
|
|
376,952
|
|
Worldwide
|
|
893,072
|
|
|
904,096
|
|
|
905,641
|
|
|
|
|
|
|
|
|
|||
Rooms Sold
|
|
|
|
|
|
|
|
|
|
Europe
|
|
181,465
|
|
|
176,129
|
|
|
175,060
|
|
North America
|
|
160,267
|
|
|
171,906
|
|
|
171,392
|
|
Rest of world
|
|
204,013
|
|
|
200,537
|
|
|
204,944
|
|
Worldwide
|
|
545,745
|
|
|
548,572
|
|
|
551,396
|
|
|
|
|
|
|
|
|
|||
Occupancy (percentage)
|
|
|
|
|
|
|
|||
Europe
|
|
63
|
|
|
64
|
|
|
64
|
|
North America
|
|
69
|
|
|
67
|
|
|
67
|
|
Rest of world
|
|
55
|
|
|
54
|
|
|
54
|
|
Worldwide
|
|
61
|
|
|
61
|
|
|
61
|
|
|
|
|
|
|
|
|
|||
Average daily rate (in U.S. dollars)
|
|
|
|
|
|
|
|
|
|
Europe
|
|
812
|
|
|
740
|
|
|
676
|
|
North America
|
|
430
|
|
|
426
|
|
|
421
|
|
Rest of world
|
|
368
|
|
|
380
|
|
|
388
|
|
Worldwide
|
|
534
|
|
|
510
|
|
|
490
|
|
|
|
|
|
|
|
|
|||
RevPAR (in U.S. dollars)
|
|
|
|
|
|
|
|
|
|
Europe
|
|
511
|
|
|
476
|
|
|
435
|
|
North America
|
|
297
|
|
|
286
|
|
|
281
|
|
Rest of world
|
|
201
|
|
|
203
|
|
|
211
|
|
Worldwide
|
|
326
|
|
|
309
|
|
|
298
|
|
|
|
|
|
|
|
Change %
|
||||||
Year ended December 31,
|
|
2018
|
|
2017
|
|
Dollars
|
|
Constant currency
|
||||
|
|
|
|
|
|
|
|
|
||||
Same Store RevPAR (in U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
Europe
|
|
510
|
|
|
476
|
|
|
7
|
%
|
|
4
|
%
|
North America
|
|
286
|
|
|
272
|
|
|
5
|
%
|
|
5
|
%
|
Rest of world
|
|
200
|
|
|
203
|
|
|
(1
|
)%
|
|
4
|
%
|
Worldwide
|
|
321
|
|
|
307
|
|
|
5
|
%
|
|
5
|
%
|
|
|
|
|
|
|
Change %
|
||||||
Year ended December 31,
|
|
2017
|
|
2016
|
|
Dollars
|
|
Constant currency
|
||||
|
|
|
|
|
|
|
|
|
||||
Same Store RevPAR (in U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
Europe
|
|
476
|
|
|
435
|
|
|
9
|
%
|
|
6
|
%
|
North America
|
|
272
|
|
|
254
|
|
|
7
|
%
|
|
7
|
%
|
Rest of world
|
|
207
|
|
|
218
|
|
|
(5
|
)%
|
|
(11
|
)%
|
Worldwide
|
|
311
|
|
|
297
|
|
|
5
|
%
|
|
1
|
%
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Year ended December 31,
|
|
$ millions
|
|
$ millions
|
|
$ millions
|
|||
|
|
|
|
|
|
|
|
|
|
Revenue:
|
|
|
|
|
|
|
|||
Owned hotels:
|
|
|
|
|
|
|
|||
Europe
|
|
238.4
|
|
|
212.4
|
|
|
199.1
|
|
North America
|
|
132.3
|
|
|
149.3
|
|
|
145.9
|
|
Rest of world
|
|
122.2
|
|
|
124.2
|
|
|
130.3
|
|
Total owned hotels
|
|
492.9
|
|
|
485.9
|
|
|
475.3
|
|
Owned trains & cruises
|
|
70.8
|
|
|
63.2
|
|
|
59.3
|
|
|
|
|
|
|
|
|
|||
Part-owned/managed hotels
|
|
2.3
|
|
|
1.0
|
|
|
4.4
|
|
Part-owned/managed trains
|
|
10.8
|
|
|
10.9
|
|
|
10.8
|
|
Total management fees
|
|
13.1
|
|
|
11.9
|
|
|
15.2
|
|
|
|
|
|
|
|
|
|||
Revenue
|
|
576.8
|
|
|
561.0
|
|
|
549.8
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Year ended December 31,
|
|
$ millions
|
|
$ millions
|
|
$ millions
|
|||
|
|
|
|
|
|
|
|||
Adjusted EBITDA:
|
|
|
|
|
|
|
|||
Owned hotels:
|
|
|
|
|
|
|
|||
Europe
|
|
79.0
|
|
|
73.7
|
|
|
67.6
|
|
North America
|
|
38.1
|
|
|
29.8
|
|
|
29.4
|
|
Rest of world
|
|
24.6
|
|
|
24.5
|
|
|
33.1
|
|
Total owned hotels
|
|
141.7
|
|
|
128.0
|
|
|
130.1
|
|
Owned trains and cruises
|
|
13.5
|
|
|
4.4
|
|
|
4.3
|
|
|
|
|
|
|
|
|
|||
Part-owned/managed hotels
|
|
7.6
|
|
|
6.8
|
|
|
6.3
|
|
Part-owned/managed trains
|
|
26.6
|
|
|
24.0
|
|
|
25.9
|
|
Total adjusted share of earnings from unconsolidated companies and management fees
|
|
34.2
|
|
|
30.8
|
|
|
32.2
|
|
|
|
|
|
|
|
|
|||
Unallocated corporate costs:
|
|
|
|
|
|
|
|||
Central costs
|
|
(36.5
|
)
|
|
(33.4
|
)
|
|
(30.8
|
)
|
Share-based compensation
|
|
(6.0
|
)
|
|
(5.8
|
)
|
|
(7.6
|
)
|
|
|
|
|
|
|
|
|||
Adjusted EBITDA
|
|
146.9
|
|
|
124.0
|
|
|
128.2
|
|
Year ended December 31,
|
|
2018
|
|
2017
|
|
2016
|
|||
|
|
|
|
|
|
|
|||
Rooms Available
|
|
288,519
|
|
|
273,756
|
|
|
271,963
|
|
Rooms Sold
|
|
181,465
|
|
|
176,129
|
|
|
175,060
|
|
Occupancy (percentage)
|
|
63
|
|
|
64
|
|
|
64
|
|
Average daily rate (in U.S. dollars)
|
|
812
|
|
|
740
|
|
|
676
|
|
RevPAR (in U.S. dollars)
|
|
511
|
|
|
476
|
|
|
435
|
|
|
|
|
|
|
|
Change %
|
||||||
Year ended December 31,
|
|
2018
|
|
2017
|
|
Dollars
|
|
Constant currency
|
||||
|
|
|
|
|
|
|
|
|
||||
Same Store RevPAR (in U.S. dollars)
|
|
510
|
|
|
476
|
|
|
7
|
%
|
|
4
|
%
|
|
|
|
|
|
|
Change %
|
||||||
Year ended December 31,
|
|
2017
|
|
2016
|
|
Dollars
|
|
Constant currency
|
||||
|
|
|
|
|
|
|
|
|
||||
Same Store RevPAR (in U.S. dollars)
|
|
476
|
|
|
435
|
|
|
9
|
%
|
|
6
|
%
|
Year ended December 31,
|
|
2018
|
|
2017
|
|
2016
|
|||
|
|
|
|
|
|
|
|||
Rooms Available
|
|
231,875
|
|
|
255,862
|
|
|
256,726
|
|
Rooms Sold
|
|
160,267
|
|
|
171,906
|
|
|
171,392
|
|
Occupancy (percentage)
|
|
69
|
|
|
67
|
|
|
67
|
|
Average daily rate (in U.S. dollars)
|
|
430
|
|
|
426
|
|
|
421
|
|
RevPAR (in U.S. dollars)
|
|
297
|
|
|
286
|
|
|
281
|
|
|
|
|
|
|
|
Change %
|
||||||
Year ended December 31,
|
|
2018
|
|
2017
|
|
Dollars
|
|
Constant currency
|
||||
|
|
|
|
|
|
|
|
|
||||
Same Store RevPAR (in U.S. dollars)
|
|
286
|
|
|
272
|
|
|
5
|
%
|
|
5
|
%
|
|
|
|
|
|
|
Change %
|
||||||
Year ended December 31,
|
|
2017
|
|
2016
|
|
Dollars
|
|
Constant currency
|
||||
|
|
|
|
|
|
|
|
|
||||
Same Store RevPAR (in U.S. dollars)
|
|
272
|
|
|
254
|
|
|
7
|
%
|
|
7
|
%
|
Year ended December 31,
|
|
2018
|
|
2017
|
|
2016
|
|||
|
|
|
|
|
|
|
|||
Rooms Available
|
|
372,678
|
|
|
374,478
|
|
|
376,952
|
|
Rooms Sold
|
|
204,013
|
|
|
200,537
|
|
|
204,944
|
|
Occupancy (percentage)
|
|
55
|
|
|
54
|
|
|
54
|
|
Average daily rate (in U.S. dollars)
|
|
368
|
|
|
380
|
|
|
388
|
|
RevPAR (in U.S. dollars)
|
|
201
|
|
|
203
|
|
|
211
|
|
|
|
|
|
|
|
Change %
|
||||||
Year ended December 31,
|
|
2018
|
|
2017
|
|
Dollars
|
|
Constant currency
|
||||
|
|
|
|
|
|
|
|
|
||||
Same Store RevPAR (in U.S. dollars)
|
|
200
|
|
|
203
|
|
|
(1
|
)%
|
|
4
|
%
|
|
|
|
|
|
|
Change %
|
||||||
Year ended December 31,
|
|
2017
|
|
2016
|
|
Dollars
|
|
Constant currency
|
||||
|
|
|
|
|
|
|
|
|
||||
Same Store RevPAR (in U.S. dollars)
|
|
207
|
|
|
218
|
|
|
(5
|
)%
|
|
(11
|
)%
|
|
|
Contingent guarantee
|
|
Duration
|
|
December 31, 2018
|
|
$ millions
|
|
|
|
|
|
|
|
|
|
PeruRail joint venture:
|
|
|
|
|
|
Concession performance
|
|
11.6
|
|
|
through May 2019
|
Peru hotel joint venture:
|
|
|
|
|
|
Debt obligations
|
|
14.0
|
|
|
through 2021
|
|
|
|
|
|
|
Total
|
|
25.6
|
|
|
|
|
|
2019
|
|
2020-2021
|
|
2022-2023
|
|
Thereafter
|
|
Total
|
|||||
Year ended December 31,
|
|
$ millions
|
|
$ millions
|
|
$ millions
|
|
$ millions
|
|
$ millions
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Total long-term debt and obligations under capital leases, before deduction of discount on secured term loan and debt issuance costs
|
|
6.3
|
|
|
172.5
|
|
|
29.3
|
|
|
565.5
|
|
|
773.6
|
|
Operating leases
|
|
11.0
|
|
|
22.5
|
|
|
18.8
|
|
|
129.6
|
|
|
181.9
|
|
Other derivative instrument
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
Capital commitments
|
|
21.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21.2
|
|
Interest payments
|
|
33.4
|
|
|
60.9
|
|
|
49.7
|
|
|
10.8
|
|
|
154.8
|
|
Pension obligations
|
|
0.4
|
|
|
0.7
|
|
|
0.7
|
|
|
5.4
|
|
|
7.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
72.3
|
|
|
257.4
|
|
|
98.5
|
|
|
711.3
|
|
|
1,139.5
|
|
/s/ Deloitte LLP
|
|
|
|
London, England
|
|
February 28, 2019
|
|
|
|
2018
|
|
2017
|
||
December 31,
|
|
$’000
|
|
$’000
|
||
|
|
|
|
|
||
Assets
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
108,441
|
|
|
180,153
|
|
Restricted cash
|
|
1,937
|
|
|
3,121
|
|
Accounts receivable, net of allowances of $539 and $544
|
|
37,722
|
|
|
34,373
|
|
Due from unconsolidated companies
|
|
10,292
|
|
|
12,762
|
|
Prepaid expenses and other
|
|
13,340
|
|
|
13,327
|
|
Inventories
|
|
21,201
|
|
|
23,092
|
|
Total current assets
|
|
192,933
|
|
|
266,828
|
|
|
|
|
|
|
||
Property, plant and equipment, net of accumulated depreciation of $439,767 and $417,738
|
|
1,261,932
|
|
|
1,168,044
|
|
Investments in unconsolidated companies
|
|
69,184
|
|
|
64,644
|
|
Goodwill
|
|
111,072
|
|
|
120,220
|
|
Other intangible assets
|
|
27,141
|
|
|
19,778
|
|
Pension assets
|
|
187
|
|
|
—
|
|
Other assets
|
|
13,359
|
|
|
14,123
|
|
Total assets (1)
|
|
1,675,808
|
|
|
1,653,637
|
|
|
|
|
|
|
||
Liabilities and Equity
|
|
|
|
|
|
|
Accounts payable
|
|
23,004
|
|
|
15,815
|
|
Accrued liabilities
|
|
103,923
|
|
|
79,455
|
|
Deferred revenue
|
|
40,232
|
|
|
32,786
|
|
Current portion of long-term debt and obligations under capital leases
|
|
6,332
|
|
|
6,407
|
|
Total current liabilities
|
|
173,491
|
|
|
134,463
|
|
|
|
|
|
|
||
Long-term debt and obligations under capital leases
|
|
753,646
|
|
|
700,752
|
|
Liability for pension benefit
|
|
—
|
|
|
650
|
|
Other liabilities
|
|
3,905
|
|
|
3,023
|
|
Deferred income taxes
|
|
103,952
|
|
|
115,381
|
|
Liability for uncertain tax positions
|
|
553
|
|
|
532
|
|
Total liabilities (1)
|
|
1,035,547
|
|
|
954,801
|
|
|
|
|
|
|
||
Commitments and contingencies (Note 21)
|
|
|
|
|
|
|
|
|
|
|
|
||
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
||
Shareholders’ equity:
|
|
|
|
|
|
|
Preferred shares $0.01 par value (30,000,000 shares authorized, issued Nil)
|
|
—
|
|
|
—
|
|
Class A common shares $0.01 par value (240,000,000 shares authorized):
|
|
|
|
|
|
|
Issued — 103,064,785 (2017 - 102,365,933)
|
|
1,031
|
|
|
1,024
|
|
Class B common shares $0.01 par value (120,000,000 shares authorized):
|
|
|
|
|
|
|
Issued — 18,044,478 (2017 - 18,044,478)
|
|
181
|
|
|
181
|
|
|
|
|
|
|
||
Additional paid-in capital
|
|
990,930
|
|
|
985,566
|
|
Retained earnings
|
|
(14,230
|
)
|
|
13,278
|
|
Accumulated other comprehensive loss
|
|
(338,219
|
)
|
|
(301,322
|
)
|
Less: Reduction due to class B common shares owned by a subsidiary — 18,044,478 (2017 - 18,044,478)
|
|
(181
|
)
|
|
(181
|
)
|
Total shareholders’ equity
|
|
639,512
|
|
|
698,546
|
|
Non-controlling interests
|
|
749
|
|
|
290
|
|
Total equity
|
|
640,261
|
|
|
698,836
|
|
|
|
|
|
|
||
Total liabilities and equity
|
|
1,675,808
|
|
|
1,653,637
|
|
|
|
|
|
|
|
|
December 31,
2018 |
|
December 31,
2017 |
||
|
|
$’000
|
|
$’000
|
||
|
|
|
|
|
||
Assets
|
|
|
|
|
||
Cash and cash equivalents
|
|
4,081
|
|
|
1,530
|
|
Accounts receivable, net of allowances of $Nil and $Nil
|
|
3,088
|
|
|
3,623
|
|
Prepaid expenses and other
|
|
1,435
|
|
|
935
|
|
Inventories
|
|
1,551
|
|
|
1,360
|
|
Total current assets
|
|
10,155
|
|
|
7,448
|
|
|
|
|
|
|
||
Property, plant and equipment, net of accumulated depreciation of $48,852 and $42,676
|
|
192,712
|
|
|
197,369
|
|
Other assets
|
|
1,995
|
|
|
1,450
|
|
Total assets
|
|
204,862
|
|
|
206,267
|
|
|
|
|
|
|
||
Liabilities
|
|
|
|
|
||
Accounts payable
|
|
4,875
|
|
|
4,518
|
|
Accrued liabilities
|
|
3,926
|
|
|
3,291
|
|
Deferred revenue
|
|
2,589
|
|
|
2,835
|
|
Current portion of long-term debt and obligations under capital leases
|
|
269
|
|
|
255
|
|
Total current liabilities
|
|
11,659
|
|
|
10,899
|
|
|
|
|
|
|
||
Long-term debt and obligations under capital leases
|
|
159,354
|
|
|
112,069
|
|
Total liabilities
|
|
171,013
|
|
|
122,968
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Year ended December 31,
|
|
$’000
|
|
$’000
|
|
$’000
|
|||
|
|
|
|
|
|
|
|||
Revenue
(1)
|
|
576,836
|
|
|
560,999
|
|
|
549,824
|
|
|
|
|
|
|
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|
Cost of services
|
|
254,157
|
|
|
239,850
|
|
|
240,097
|
|
Selling, general and administrative
|
|
257,498
|
|
|
238,300
|
|
|
198,590
|
|
Depreciation and amortization
|
|
61,278
|
|
|
62,852
|
|
|
52,396
|
|
Impairment of goodwill
|
|
4,719
|
|
|
5,500
|
|
|
—
|
|
Impairment of property, plant and equipment and other assets
|
|
4,931
|
|
|
8,216
|
|
|
1,007
|
|
|
|
|
|
|
|
|
|||
Total operating costs and expenses
|
|
582,583
|
|
|
554,718
|
|
|
492,090
|
|
|
|
|
|
|
|
|
|||
Gain/(loss) on disposal of property, plant and equipment and equity method investments
|
|
750
|
|
|
(153
|
)
|
|
938
|
|
Other operating income
|
|
16,907
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|||
Earnings from operations
|
|
11,910
|
|
|
6,128
|
|
|
58,672
|
|
|
|
|
|
|
|
|
|||
Gain on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
1,200
|
|
Interest income
|
|
1,270
|
|
|
1,058
|
|
|
853
|
|
Interest expense
|
|
(33,042
|
)
|
|
(32,455
|
)
|
|
(29,155
|
)
|
Foreign currency, net
|
|
(3,752
|
)
|
|
(3,034
|
)
|
|
9,186
|
|
|
|
|
|
|
|
|
|||
(Losses)/earnings before income taxes and earnings from unconsolidated companies, net of tax
|
|
(23,614
|
)
|
|
(28,303
|
)
|
|
40,756
|
|
|
|
|
|
|
|
|
|||
Provision for income taxes
|
|
(13,983
|
)
|
|
(6,554
|
)
|
|
(16,368
|
)
|
|
|
|
|
|
|
|
|||
(Losses)/earnings before earnings from unconsolidated companies, net of tax
|
|
(37,597
|
)
|
|
(34,857
|
)
|
|
24,388
|
|
|
|
|
|
|
|
|
|||
Earnings/(losses) from unconsolidated companies, net of tax provision/(benefit) of $7,132, $(4,451) and $5,650
|
|
9,355
|
|
|
(10,213
|
)
|
|
11,013
|
|
|
|
|
|
|
|
|
|||
(Losses)/earnings from continuing operations
|
|
(28,242
|
)
|
|
(45,070
|
)
|
|
35,401
|
|
|
|
|
|
|
|
|
|||
Net (losses)/earnings from discontinued operations, net of tax provision of $Nil, $Nil and $Nil
|
|
(10
|
)
|
|
122
|
|
|
1,032
|
|
|
|
|
|
|
|
|
|||
Net (losses)/earnings
|
|
(28,252
|
)
|
|
(44,948
|
)
|
|
36,433
|
|
|
|
|
|
|
|
|
|||
Net earnings attributable to non-controlling interests
|
|
(204
|
)
|
|
(87
|
)
|
|
(109
|
)
|
|
|
|
|
|
|
|
|||
Net (losses)/earnings attributable to Belmond Ltd.
|
|
(28,456
|
)
|
|
(45,035
|
)
|
|
36,324
|
|
(1)
Includes revenue from related parties of $15,783,000, $15,668,000 and $15,458,000, respectively
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Year ended December 31,
|
|
$
|
|
$
|
|
$
|
|||
|
|
|
|
|
|
|
|||
Basic earnings per share
|
|
|
|
|
|
|
|
|
|
Net earnings/(losses) from continuing operations
|
|
(0.27
|
)
|
|
(0.44
|
)
|
|
0.35
|
|
Net earnings/(losses) from discontinued operations
|
|
—
|
|
|
—
|
|
|
0.01
|
|
Basic net earnings/(losses) per share attributable to Belmond Ltd.
|
|
(0.28
|
)
|
|
(0.44
|
)
|
|
0.36
|
|
|
|
|
|
|
|
|
|||
Diluted earnings per share
|
|
|
|
|
|
|
|
|
|
Net earnings/(losses) from continuing operations
|
|
(0.27
|
)
|
|
(0.44
|
)
|
|
0.34
|
|
Net earnings/(losses) from discontinued operations
|
|
—
|
|
|
—
|
|
|
0.01
|
|
Diluted net earnings/(losses) per share attributable to Belmond Ltd.
|
|
(0.28
|
)
|
|
(0.44
|
)
|
|
0.35
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Year ended December 31,
|
|
$’000
|
|
$’000
|
|
$’000
|
|||
|
|
|
|
|
|
|
|||
Net (losses)/earnings
|
|
(28,252
|
)
|
|
(44,948
|
)
|
|
36,433
|
|
|
|
|
|
|
|
|
|||
Other comprehensive (losses)/income, net of tax:
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments, net of tax provision/(benefit) of $Nil, $Nil and $(809)
|
|
(39,620
|
)
|
|
48,754
|
|
|
(10,848
|
)
|
Change in fair value of derivatives, net of tax provision of $Nil, $810 and $222
|
|
2,289
|
|
|
1,920
|
|
|
867
|
|
Change in pension liability, net of tax provision/(benefit) of $Nil, $73 and $(530)
|
|
689
|
|
|
310
|
|
|
(2,119
|
)
|
Total other comprehensive (losses)/income, net of tax
|
|
(36,642
|
)
|
|
50,984
|
|
|
(12,100
|
)
|
|
|
|
|
|
|
|
|||
Total comprehensive (losses)/income
|
|
(64,894
|
)
|
|
6,036
|
|
|
24,333
|
|
|
|
|
|
|
|
|
|||
Comprehensive income attributable to non-controlling interests
|
|
(459
|
)
|
|
(54
|
)
|
|
(244
|
)
|
|
|
|
|
|
|
|
|||
Comprehensive (losses)/income attributable to Belmond Ltd.
|
|
(65,353
|
)
|
|
5,982
|
|
|
24,089
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Year ended December 31,
|
|
$'000
|
|
$'000
|
|
$'000
|
|||
|
|
|
|
|
|
|
|||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
Net (losses)/earnings
|
|
(28,252
|
)
|
|
(44,948
|
)
|
|
36,433
|
|
Less: Net (losses)/earnings from discontinued operations, net of tax
|
|
(10
|
)
|
|
122
|
|
|
1,032
|
|
|
|
|
|
|
|
|
|||
Net (losses)/earnings from continuing operations
|
|
(28,242
|
)
|
|
(45,070
|
)
|
|
35,401
|
|
Adjustments to reconcile net (losses)/earnings to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
61,278
|
|
|
62,852
|
|
|
52,396
|
|
Impairment of goodwill
|
|
4,719
|
|
|
5,500
|
|
|
—
|
|
Impairment of property, plant and equipment and other assets
|
|
4,931
|
|
|
8,216
|
|
|
1,007
|
|
(Gain)/loss on disposal of property, plant and equipment and equity method investments
|
|
(750
|
)
|
|
153
|
|
|
(938
|
)
|
Gain on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
(1,200
|
)
|
Insurance gain recorded in other operating income
|
|
(15,710
|
)
|
|
—
|
|
|
—
|
|
(Earnings)/losses from unconsolidated companies, net of tax
|
|
(9,355
|
)
|
|
10,213
|
|
|
(11,013
|
)
|
Amortization of debt issuance costs and discount on secured term loan
|
|
3,003
|
|
|
3,682
|
|
|
3,044
|
|
Share-based compensation
|
|
5,364
|
|
|
5,809
|
|
|
6,272
|
|
Change in provisions for uncertain tax positions
|
|
46
|
|
|
160
|
|
|
(3,350
|
)
|
Benefit from deferred income tax
|
|
(6,219
|
)
|
|
(13,641
|
)
|
|
(305
|
)
|
Other non-cash movements
|
|
3,671
|
|
|
1,596
|
|
|
567
|
|
Effect of exchange rates on net (losses)/earnings
|
|
1,121
|
|
|
2,424
|
|
|
(12,617
|
)
|
Change in assets and liabilities, net of effects from acquisitions:
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
(5,420
|
)
|
|
(633
|
)
|
|
1,961
|
|
Due from unconsolidated companies
|
|
2,292
|
|
|
(419
|
)
|
|
(788
|
)
|
Prepaid expense and other
|
|
(1,275
|
)
|
|
(349
|
)
|
|
668
|
|
Inventories
|
|
724
|
|
|
2,539
|
|
|
(504
|
)
|
Accounts payable
|
|
6,989
|
|
|
(2,488
|
)
|
|
877
|
|
Accrued liabilities
|
|
21,381
|
|
|
12,805
|
|
|
245
|
|
Deferred revenue
|
|
8,500
|
|
|
(489
|
)
|
|
(1,434
|
)
|
Other liabilities
|
|
707
|
|
|
(5,633
|
)
|
|
(14,121
|
)
|
Other, net
|
|
928
|
|
|
927
|
|
|
148
|
|
Other cash movements:
|
|
|
|
|
|
|
|||
Dividends from equity method investees
|
|
4,290
|
|
|
4,440
|
|
|
4,449
|
|
Proceeds from insurance settlements
|
|
16,405
|
|
|
1,462
|
|
|
—
|
|
Proceeds from swap termination
|
|
359
|
|
|
—
|
|
|
—
|
|
Payment of swap termination costs
|
|
—
|
|
|
(2,145
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|||
Net cash provided by operating activities from continuing operations
|
|
79,737
|
|
|
51,911
|
|
|
60,765
|
|
Net cash (used in)/provided by operating activities from discontinued operations
|
|
(10
|
)
|
|
87
|
|
|
38
|
|
|
|
|
|
|
|
|
|||
Net cash provided by operating activities
|
|
79,727
|
|
|
51,998
|
|
|
60,803
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Year ended December 31,
|
|
$'000
|
|
$'000
|
|
$'000
|
|||
|
|
|
|
|
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
Capital expenditure to acquire property, plant and equipment
|
|
(166,080
|
)
|
|
(67,830
|
)
|
|
(55,104
|
)
|
Capital expenditure to acquire intangible assets
|
|
(3,015
|
)
|
|
—
|
|
|
—
|
|
Acquisitions, net of cash acquired
|
|
(45,406
|
)
|
|
(68,632
|
)
|
|
—
|
|
Proceeds from sale of business
|
|
—
|
|
|
2,070
|
|
|
—
|
|
Proceeds from insurance settlements
|
|
7,327
|
|
|
13,588
|
|
|
—
|
|
Proceeds from sale of property, plant and equipment and equity method investments
|
|
—
|
|
|
—
|
|
|
2,746
|
|
|
|
|
|
|
|
|
|||
Net cash used in investing activities from continuing operations
|
|
(207,174
|
)
|
|
(120,804
|
)
|
|
(52,358
|
)
|
Net cash provided by investing activities from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|||
Net cash used in investing activities
|
|
(207,174
|
)
|
|
(120,804
|
)
|
|
(52,358
|
)
|
|
|
|
|
|
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
Repurchase of shares
|
|
—
|
|
|
—
|
|
|
(1,992
|
)
|
Exercised stock options and vested share awards
|
|
7
|
|
|
305
|
|
|
17
|
|
Dividend to non-controlling interest
|
|
(16
|
)
|
|
—
|
|
|
(15
|
)
|
Issuance of long-term debt
|
|
105,082
|
|
|
104,739
|
|
|
26,000
|
|
Debt issuance costs
|
|
(1,175
|
)
|
|
(9,639
|
)
|
|
(465
|
)
|
Principal payments under long-term debt
|
|
(45,278
|
)
|
|
(5,654
|
)
|
|
(13,904
|
)
|
|
|
|
|
|
|
|
|||
Net cash provided by financing activities from continuing operations
|
|
58,620
|
|
|
89,751
|
|
|
9,641
|
|
Net cash provided by financing activities from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|||
Net cash provided by financing activities
|
|
58,620
|
|
|
89,751
|
|
|
9,641
|
|
|
|
|
|
|
|
|
|||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
|
(3,364
|
)
|
|
7,120
|
|
|
(992
|
)
|
|
|
|
|
|
|
|
|||
Net (decrease)/increase in cash, cash equivalents and restricted cash
|
|
(72,191
|
)
|
|
28,065
|
|
|
17,094
|
|
|
|
|
|
|
|
|
|||
Cash, cash equivalents and restricted cash at beginning of period (includes $Nil, $Nil and $Nil of cash presented within assets held for sale)
|
|
184,075
|
|
|
156,010
|
|
|
138,916
|
|
|
|
|
|
|
|
|
|||
Cash, cash equivalents and restricted cash at end of period (includes $Nil, $Nil, $Nil of cash presented within assets held for sale)
|
|
111,884
|
|
|
184,075
|
|
|
156,010
|
|
|
|
Preferred
shares at par value $’000 |
|
Class A
common shares at par value $’000 |
|
Class B
common shares at par value $’000 |
|
Additional
paid-in capital $’000 |
|
Retained
earnings $’000 |
|
Accumulated
other comprehensive loss $’000 |
|
Class B
common shares held by a subsidiary $’000 |
|
Non-
controlling interests $’000 |
|
Total
$’000 |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, January 1, 2016
|
|
—
|
|
|
1,015
|
|
|
181
|
|
|
975,419
|
|
|
21,734
|
|
|
(340,104
|
)
|
|
(181
|
)
|
|
361
|
|
|
658,425
|
|
Share-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,272
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,272
|
|
Exercised stock options and vested share awards
|
|
—
|
|
|
5
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
Repurchase of shares
|
|
—
|
|
|
(2
|
)
|
|
|
|
(2,245
|
)
|
|
255
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,992
|
)
|
|
Dividend to non-controlling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(223
|
)
|
|
(223
|
)
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings attributable to common shares
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36,324
|
|
|
—
|
|
|
—
|
|
|
109
|
|
|
36,433
|
|
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,235
|
)
|
|
—
|
|
|
135
|
|
|
(12,100
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, December 31, 2016
|
|
—
|
|
|
1,018
|
|
|
181
|
|
|
979,458
|
|
|
58,313
|
|
|
(352,339
|
)
|
|
(181
|
)
|
|
382
|
|
|
686,832
|
|
Share-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,809
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,809
|
|
Exercised stock options and vested share awards
|
|
—
|
|
|
6
|
|
|
—
|
|
|
299
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
305
|
|
Dividend to non-controlling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(146
|
)
|
|
(146
|
)
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net losses attributable to common shares
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45,035
|
)
|
|
—
|
|
|
—
|
|
|
87
|
|
|
(44,948
|
)
|
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,017
|
|
|
—
|
|
|
(33
|
)
|
|
50,984
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at December 31, 2017
|
|
—
|
|
|
1,024
|
|
|
181
|
|
|
985,566
|
|
|
13,278
|
|
|
(301,322
|
)
|
|
(181
|
)
|
|
290
|
|
|
698,836
|
|
Change in accounting principle (See Note 2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
948
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
948
|
|
Restated balance December 31, 2017
|
|
—
|
|
|
1,024
|
|
|
181
|
|
|
985,566
|
|
|
14,226
|
|
|
(301,322
|
)
|
|
(181
|
)
|
|
290
|
|
|
699,784
|
|
Share-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,364
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,364
|
|
Exercised stock options and vested share awards
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
Comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net losses attributable to common shares
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,456
|
)
|
|
—
|
|
|
—
|
|
|
204
|
|
|
(28,252
|
)
|
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,897
|
)
|
|
—
|
|
|
255
|
|
|
(36,642
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at December 31, 2018
|
|
—
|
|
|
1,031
|
|
|
181
|
|
|
990,930
|
|
|
(14,230
|
)
|
|
(338,219
|
)
|
|
(181
|
)
|
|
749
|
|
|
640,261
|
|
Description
|
|
Useful lives
|
Buildings
|
|
Up to 60 years and 10% residual value
|
Trains
|
|
Up to 75 years
|
River cruise ship and canal boats
|
|
25 years
|
Furniture, fixtures and equipment
|
|
3 to 25 years
|
Equipment under capital lease and leasehold improvements
|
|
Lesser of initial lease term or economic life
|
|
|
Year ended December 31, 2018
|
|||||||||||||||||||
|
|
Europe
|
|
|
North America
|
|
|
Rest of world
|
|
|
Owned trains & cruises
|
|
|
Part-owned hotels
|
|
|
Part-owned trains
|
|
|
Total
|
|
|
|
$’000
|
|
|
$’000
|
|
|
$’000
|
|
|
$’000
|
|
|
$’000
|
|
|
$’000
|
|
|
$’000
|
|
Timing of revenue recognition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Goods and services transferred at a point in time
|
|
85,485
|
|
|
57,648
|
|
|
44,923
|
|
|
5,510
|
|
|
—
|
|
|
—
|
|
|
193,566
|
|
Services transferred over time
|
|
152,955
|
|
|
74,678
|
|
|
77,240
|
|
|
65,257
|
|
|
2,363
|
|
|
10,777
|
|
|
383,270
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
238,440
|
|
|
132,326
|
|
|
122,163
|
|
|
70,767
|
|
|
2,363
|
|
|
10,777
|
|
|
576,836
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, January 1, 2018
|
|
Balance at December 31, 2018
|
||
|
|
$’000
|
|
$’000
|
||
|
|
|
|
|
||
Receivables
|
|
34,373
|
|
|
37,722
|
|
Contract assets
|
|
—
|
|
|
—
|
|
Contract liabilities (deferred revenue)
|
|
32,786
|
|
|
40,232
|
|
Year ended December 31,
|
|
2018
|
|
2017
|
|
2016
|
|||
|
|
|
|
|
|
|
|||
Numerator ($'000)
|
|
|
|
|
|
|
|||
Net earnings/(losses) from continuing operations
|
|
(28,242
|
)
|
|
(45,070
|
)
|
|
35,401
|
|
Net earnings/(losses) from discontinued operations
|
|
(10
|
)
|
|
122
|
|
|
1,032
|
|
Net losses/(earnings) attributable to non-controlling interests
|
|
(204
|
)
|
|
(87
|
)
|
|
(109
|
)
|
|
|
|
|
|
|
|
|||
Net earnings/(losses) attributable to Belmond Ltd.
|
|
(28,456
|
)
|
|
(45,035
|
)
|
|
36,324
|
|
|
|
|
|
|
|
|
|||
Denominator (shares '000)
|
|
|
|
|
|
|
|||
Basic weighted average shares outstanding
|
|
102,780
|
|
|
102,169
|
|
|
101,586
|
|
Effect of dilution
|
|
—
|
|
|
—
|
|
|
1,369
|
|
|
|
|
|
|
|
|
|||
Diluted weighted average shares outstanding
|
|
102,780
|
|
|
102,169
|
|
|
102,955
|
|
|
|
|
|
|
|
|
|||
|
|
$
|
|
$
|
|
$
|
|||
Basic earnings per share
|
|
|
|
|
|
|
|||
Net earnings/(losses) from continuing operations
|
|
(0.275
|
)
|
|
(0.441
|
)
|
|
0.348
|
|
Net earnings/(losses) from discontinued operations
|
|
—
|
|
|
0.001
|
|
|
0.010
|
|
Net losses/(earnings) attributable to non-controlling interests
|
|
(0.002
|
)
|
|
(0.001
|
)
|
|
(0.001
|
)
|
|
|
|
|
|
|
|
|||
Net earnings/(losses) attributable to Belmond Ltd.
|
|
(0.277
|
)
|
|
(0.441
|
)
|
|
0.357
|
|
|
|
|
|
|
|
|
|||
Diluted earnings per share
|
|
|
|
|
|
|
|||
Net earnings/(losses) from continuing operations
|
|
(0.275
|
)
|
|
(0.441
|
)
|
|
0.344
|
|
Net earnings/(losses) from discontinued operations
|
|
—
|
|
|
0.001
|
|
|
0.010
|
|
Net losses/(earnings) attributable to non-controlling interests
|
|
(0.002
|
)
|
|
(0.001
|
)
|
|
(0.001
|
)
|
|
|
|
|
|
|
|
|||
Net earnings/(losses) attributable to Belmond Ltd.
|
|
(0.277
|
)
|
|
(0.441
|
)
|
|
0.353
|
|
Year ended December 31,
|
|
2018
|
|
2017
|
|
2016
|
|||
|
|
|
|
|
|
|
|||
Share options
|
|
2,260,062
|
|
|
2,704,707
|
|
|
1,679,817
|
|
Share-based awards
|
|
1,559,022
|
|
|
1,271,738
|
|
|
—
|
|
|
|
|
|
|
|
|
|||
Total
|
|
3,819,084
|
|
|
3,976,445
|
|
|
1,679,817
|
|
|
|
Fair value on
February 7, 2018 |
|
|
|
$'000
|
|
Consideration:
|
|
|
|
|
|
|
|
Agreed cash consideration
|
|
46,934
|
|
Contingent consideration
|
|
1,226
|
|
Total purchase price
|
|
48,160
|
|
|
|
|
|
Assets acquired and liabilities assumed:
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
1,530
|
|
Other receivables
|
|
2,319
|
|
Current assets
|
|
1,355
|
|
Property, plant and equipment - hotel land and buildings
|
|
22,555
|
|
Property, plant and equipment - land plots
|
|
22,554
|
|
Other intangible assets
|
|
2,676
|
|
Current liabilities
|
|
(1,595
|
)
|
Accrued liabilities
|
|
(2,137
|
)
|
Deferred revenue
|
|
(1,261
|
)
|
Goodwill
|
|
164
|
|
Net assets acquired
|
|
48,160
|
|
|
|
2018
|
|
|
|
$'000
|
|
|
|
|
|
Revenue
|
|
8,780
|
|
Earnings from continuing operations
|
|
3,760
|
|
|
|
Fair value on May 26, 2017
|
|
|
|
$'000
|
|
Consideration:
|
|
|
|
|
|
|
|
Agreed cash consideration
|
|
70,759
|
|
Less: Working capital adjustment
|
|
(2,107
|
)
|
Total purchase price
|
|
68,652
|
|
|
|
|
|
Assets acquired and liabilities assumed:
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
20
|
|
Accounts receivable
|
|
112
|
|
Prepaid expenses and other
|
|
45
|
|
Inventories
|
|
108
|
|
Property, plant and equipment
|
|
59,159
|
|
Other intangible assets
|
|
6,100
|
|
Accounts payable
|
|
(595
|
)
|
Accrued liabilities
|
|
(360
|
)
|
Deferred revenue
|
|
(1,437
|
)
|
Goodwill
|
|
5,500
|
|
Net assets acquired
|
|
68,652
|
|
|
|
2017
|
|
|
|
$'000
|
|
|
|
|
|
Revenue
|
|
2,435
|
|
Losses from continuing operations
|
|
(16,681
|
)
|
Year ended December 31,
|
|
2017
|
|
|
|
Northern Belle
|
|
|
|
November 2,
2017 |
|
|
|
$'000
|
|
|
|
|
|
Property, plant & equipment
|
|
3,518
|
|
Deferred income taxes
|
|
(379
|
)
|
Net working capital
|
|
110
|
|
Net assets
|
|
3,249
|
|
Transfer of foreign currency translation loss
|
|
690
|
|
|
|
3,939
|
|
|
|
|
|
Consideration:
|
|
|
|
Cash
|
|
3,300
|
|
Less: Working capital adjustment
|
|
(94
|
)
|
Less: Costs to sell
|
|
(20
|
)
|
|
|
3,186
|
|
|
|
|
|
Loss on sale
|
|
(753
|
)
|
|
|
Year ended December 31, 2018
|
|||||||
|
|
Ubud Hanging Gardens
|
|
Porto Cupecoy
|
|
Total
|
|||
|
|
$'000
|
|
$'000
|
|
$'000
|
|||
|
|
|
|
|
|
|
|||
Revenue
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|||
Losses before tax, gain on sale and impairment
|
|
—
|
|
|
(10
|
)
|
|
(10
|
)
|
|
|
|
|
|
|
|
|||
Losses before tax
|
|
—
|
|
|
(10
|
)
|
|
(10
|
)
|
|
|
|
|
|
|
|
|||
Net losses from discontinued operations
|
|
—
|
|
|
(10
|
)
|
|
(10
|
)
|
|
|
Year ended December 31, 2017
|
|||||||
|
|
Ubud Hanging Gardens
|
|
Porto Cupecoy
|
|
Total
|
|||
|
|
$'000
|
|
$'000
|
|
$'000
|
|||
|
|
|
|
|
|
|
|||
Revenue
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|||
Earnings before tax, gain on sale and impairment
|
|
100
|
|
|
22
|
|
|
122
|
|
|
|
|
|
|
|
|
|||
Earnings before tax
|
|
100
|
|
|
22
|
|
|
122
|
|
|
|
|
|
|
|
|
|||
Net earnings from discontinued operations
|
|
100
|
|
|
22
|
|
|
122
|
|
|
|
Year ended December 31, 2016
|
|||||||
|
|
Ubud Hanging Gardens
|
|
Porto Cupecoy
|
|
Total
|
|||
|
|
$'000
|
|
$'000
|
|
$'000
|
|||
|
|
|
|
|
|
|
|||
Revenue
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|||
Earnings before tax, gain on sale and impairment
|
|
69
|
|
|
963
|
|
|
1,032
|
|
|
|
|
|
|
|
|
|||
Earnings before tax
|
|
69
|
|
|
963
|
|
|
1,032
|
|
|
|
|
|
|
|
|
|||
Net earnings from discontinued operations
|
|
69
|
|
|
963
|
|
|
1,032
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amounts
|
|
Maximum exposure
|
||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
December 31,
|
|
$’000
|
|
$’000
|
|
$’000
|
|
$’000
|
||||
|
|
|
|
|
|
|
|
|
||||
Investment
|
|
2,603
|
|
|
2,642
|
|
|
2,603
|
|
|
2,642
|
|
Due from unconsolidated company
|
|
6,157
|
|
|
6,302
|
|
|
6,157
|
|
|
6,302
|
|
|
|
|
|
|
|
|
|
|
||||
Total
|
|
8,760
|
|
|
8,944
|
|
|
8,760
|
|
|
8,944
|
|
|
|
2018
|
|
2017
|
||
December 31,
|
|
$’000
|
|
$’000
|
||
|
|
|
|
|
||
Current assets
|
|
88,721
|
|
|
88,119
|
|
|
|
|
|
|
||
Property, plant and equipment, net of accumulated depreciation
|
|
208,467
|
|
|
228,970
|
|
Other non-current assets
|
|
57,575
|
|
|
55,605
|
|
Non-current assets
|
|
266,042
|
|
|
284,575
|
|
|
|
|
|
|
||
Total assets
|
|
354,763
|
|
|
372,694
|
|
|
|
|
|
|
||
Current liabilities, including $20,543 and $24,793 current portion of third-party debt
|
|
89,341
|
|
|
101,668
|
|
|
|
|
|
|
||
Long-term debt
|
|
129,546
|
|
|
143,187
|
|
Other non-current liabilities
|
|
5,653
|
|
|
7,892
|
|
Non-current liabilities
|
|
135,199
|
|
|
151,079
|
|
|
|
|
|
|
||
Total shareholders’ equity
|
|
130,223
|
|
|
119,947
|
|
|
|
|
|
|
||
Total liabilities and shareholders’ equity
|
|
354,763
|
|
|
372,694
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Year ended December 31,
|
|
$’000
|
|
$’000
|
|
$’000
|
|||
|
|
|
|
|
|
|
|||
Revenue
|
|
221,599
|
|
|
207,659
|
|
|
191,551
|
|
|
|
|
|
|
|
|
|||
Gross profit
(1)
|
|
147,825
|
|
|
141,708
|
|
|
135,000
|
|
|
|
|
|
|
|
|
|||
Net earnings
(2)
|
|
18,614
|
|
|
(20,778
|
)
|
|
21,720
|
|
|
|
2018
|
|
2017
|
||
December 31,
|
|
$’000
|
|
$’000
|
||
|
|
|
|
|
||
Land and buildings
|
|
1,202,847
|
|
|
1,126,496
|
|
Machinery and equipment
|
|
192,077
|
|
|
181,670
|
|
Furniture, fixtures and equipment
|
|
301,751
|
|
|
263,716
|
|
River cruise ship and canal boats
|
|
5,024
|
|
|
13,900
|
|
|
|
|
|
|
||
|
|
1,701,699
|
|
|
1,585,782
|
|
Less: Accumulated depreciation
|
|
(439,767
|
)
|
|
(417,738
|
)
|
|
|
|
|
|
||
Total property, plant and equipment, net of accumulated depreciation
|
|
1,261,932
|
|
|
1,168,044
|
|
|
|
|
|
|
|
|
Beginning balance at January 1, 2018
|
|
|
|
|
|
|
|
Ending balance at December 31, 2018
|
|||||||||||||||||
|
|
Gross goodwill amount
|
|
Accumulated impairment
|
|
Net goodwill amount
|
|
Goodwill on acquisition
|
|
Impairment
|
|
Foreign currency translation adjustment
|
|
Gross goodwill amount
|
|
Accumulated impairment
|
|
Net goodwill amount
|
|||||||||
Year ended December 31, 2018
|
|
$'000
|
|
$'000
|
|
$'000
|
|
$'000
|
|
$'000
|
|
$'000
|
|
$'000
|
|
$'000
|
|
$'000
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Owned hotels:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Europe
|
|
70,660
|
|
|
(14,202
|
)
|
|
56,458
|
|
|
164
|
|
|
(976
|
)
|
|
(3,750
|
)
|
|
67,074
|
|
|
(15,178
|
)
|
|
51,896
|
|
North America
|
|
71,601
|
|
|
(21,610
|
)
|
|
49,991
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71,601
|
|
|
(21,610
|
)
|
|
49,991
|
|
Rest of world
|
|
20,530
|
|
|
(13,149
|
)
|
|
7,381
|
|
|
—
|
|
|
(3,743
|
)
|
|
(530
|
)
|
|
20,000
|
|
|
(16,892
|
)
|
|
3,108
|
|
Owned trains and cruises
|
|
7,052
|
|
|
(662
|
)
|
|
6,390
|
|
|
—
|
|
|
—
|
|
|
(313
|
)
|
|
6,739
|
|
|
(662
|
)
|
|
6,077
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
169,843
|
|
|
(49,623
|
)
|
|
120,220
|
|
|
164
|
|
|
(4,719
|
)
|
|
(4,593
|
)
|
|
165,414
|
|
|
(54,342
|
)
|
|
111,072
|
|
|
|
Beginning balance at January 1, 2017
|
|
|
|
|
|
|
|
Ending balance at December 31, 2017
|
|||||||||||||||||
|
|
Gross goodwill amount
|
|
Accumulated impairment
|
|
Net goodwill amount
|
|
Goodwill on acquisition
|
|
Impairment
|
|
Foreign currency translation adjustment
|
|
Gross goodwill amount
|
|
Accumulated impairment
|
|
Net goodwill amount
|
|||||||||
Year ended December 31, 2017
|
|
$'000
|
|
$'000
|
|
$'000
|
|
$'000
|
|
$'000
|
|
$'000
|
|
$'000
|
|
$'000
|
|
$'000
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Owned hotels:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Europe
|
|
64,459
|
|
|
(14,202
|
)
|
|
50,257
|
|
|
—
|
|
|
—
|
|
|
6,201
|
|
|
70,660
|
|
|
(14,202
|
)
|
|
56,458
|
|
North America
|
|
66,101
|
|
|
(16,110
|
)
|
|
49,991
|
|
|
5,500
|
|
|
(5,500
|
)
|
|
—
|
|
|
71,601
|
|
|
(21,610
|
)
|
|
49,991
|
|
Rest of world
|
|
20,581
|
|
|
(13,149
|
)
|
|
7,432
|
|
|
—
|
|
|
—
|
|
|
(51
|
)
|
|
20,530
|
|
|
(13,149
|
)
|
|
7,381
|
|
Owned trains and cruises
|
|
6,325
|
|
|
(662
|
)
|
|
5,663
|
|
|
—
|
|
|
—
|
|
|
727
|
|
|
7,052
|
|
|
(662
|
)
|
|
6,390
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
157,466
|
|
|
(44,123
|
)
|
|
113,343
|
|
|
5,500
|
|
|
(5,500
|
)
|
|
6,877
|
|
|
169,843
|
|
|
(49,623
|
)
|
|
120,220
|
|
•
|
An impairment charge of
$2,195,000
at Belmond Governor’s Residence. Belmond determined that this impairment was triggered by the fall in tourist arrivals in Myanmar, due to negative perceptions of the country, adversely impacting the discounted cash flows resulting in a full impairment of the goodwill balance.
|
•
|
An impairment charge of
$1,548,000
at Belmond La Résidence d’Angkor. Belmond determined that the impairment was triggered by slower than anticipated growth at the hotel, which adversely impacted discounted cash flows resulting in a full impairment of the goodwill balance.
|
•
|
An impairment charge of
$819,000
at Belmond Villa San Michele. Belmond determined that the impairment was triggered by lower than anticipated performance and a reduction in group business, which adversely impacted discounted cash flows resulting in a full impairment of the goodwill balance.
|
•
|
An impairment charge of
$157,000
at Belmond Castello di Casole. Belmond determined that the impairment was triggered by lower than anticipated cash flows generated by the hotel, which adversely impacted discounted cash flows resulting in a full impairment of the goodwill balance.
|
|
|
Favorable lease assets
|
|
Internet sites
|
|
Trade names
|
|
Software
|
|
Total
|
|||||
|
|
$'000
|
|
$'000
|
|
$'000
|
|
$'000
|
|
$'000
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Carrying amount:
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at January 1, 2017
|
|
8,501
|
|
|
1,658
|
|
|
7,579
|
|
|
—
|
|
|
17,738
|
|
Additions
|
|
—
|
|
|
—
|
|
|
6,100
|
|
|
—
|
|
|
6,100
|
|
Disposals
|
|
—
|
|
|
(247
|
)
|
|
—
|
|
|
—
|
|
|
(247
|
)
|
Foreign currency translation adjustment
|
|
59
|
|
|
168
|
|
|
322
|
|
|
—
|
|
|
549
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at December 31, 2017
|
|
8,560
|
|
|
1,579
|
|
|
14,001
|
|
|
—
|
|
|
24,140
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Additions
|
|
—
|
|
|
1,858
|
|
|
2,676
|
|
|
6,230
|
|
|
10,764
|
|
Impairment
|
|
(468
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(468
|
)
|
Disposals
|
|
—
|
|
|
(754
|
)
|
|
—
|
|
|
—
|
|
|
(754
|
)
|
Foreign currency translation adjustment
|
|
(264
|
)
|
|
(175
|
)
|
|
(1,660
|
)
|
|
(281
|
)
|
|
(2,380
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at December 31, 2018
|
|
7,828
|
|
|
2,508
|
|
|
15,017
|
|
|
5,949
|
|
|
31,302
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accumulated amortization:
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at January 1, 2017
|
|
2,636
|
|
|
1,225
|
|
|
|
|
—
|
|
|
3,861
|
|
|
Charge for the year
|
|
434
|
|
|
166
|
|
|
|
|
—
|
|
|
600
|
|
|
Disposals
|
|
—
|
|
|
(247
|
)
|
|
|
|
—
|
|
|
(247
|
)
|
|
Foreign currency translation adjustment
|
|
22
|
|
|
126
|
|
|
|
|
—
|
|
|
148
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at December 31, 2017
|
|
3,092
|
|
|
1,270
|
|
|
|
|
—
|
|
|
4,362
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Charge for the year
|
|
347
|
|
|
258
|
|
|
|
|
481
|
|
|
1,086
|
|
|
Disposals
|
|
—
|
|
|
(754
|
)
|
|
|
|
—
|
|
|
(754
|
)
|
|
Impairment
|
|
(312
|
)
|
|
—
|
|
|
|
|
—
|
|
|
(312
|
)
|
|
Foreign currency translation adjustment
|
|
(115
|
)
|
|
(84
|
)
|
|
|
|
(22
|
)
|
|
(221
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at December 31, 2018
|
|
3,012
|
|
|
690
|
|
|
|
|
459
|
|
|
4,161
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net book value:
|
|
|
|
|
|
|
|
|
|
|
|||||
December 31, 2016
|
|
5,865
|
|
|
433
|
|
|
7,579
|
|
|
—
|
|
|
13,877
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
December 31, 2017
|
|
5,468
|
|
|
309
|
|
|
14,001
|
|
|
—
|
|
|
19,778
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
December 31, 2018
|
|
4,816
|
|
|
1,818
|
|
|
15,017
|
|
|
5,490
|
|
|
27,141
|
|
|
|
2018
|
|
2017
|
||
December 31,
|
|
$’000
|
|
$’000
|
||
|
|
|
|
|
||
Loans from banks and other parties collateralized by tangible and intangible personal property and real estate with a maturity of two to six years (2017 - 20 months to seven years), with a weighted average interest rate of 4.41% (2017 - 4.11%)
|
|
773,548
|
|
|
724,208
|
|
Obligations under capital lease
|
|
68
|
|
|
22
|
|
|
|
|
|
|
||
Total long-term debt and obligations under capital leases
|
|
773,616
|
|
|
724,230
|
|
|
|
|
|
|
||
Less: Current portion
|
|
6,332
|
|
|
6,407
|
|
Less: Discount on secured term loan
|
|
2,642
|
|
|
3,092
|
|
Less: Debt issuance costs
|
|
10,996
|
|
|
13,979
|
|
|
|
|
|
|
||
Non-current portion of long-term debt and obligations under capital lease
|
|
753,646
|
|
|
700,752
|
|
Year ended December 31,
|
|
$’000
|
|
|
|
|
|
2019
|
|
6,332
|
|
2020
|
|
6,386
|
|
2021
|
|
166,097
|
|
2022
|
|
23,215
|
|
2023
|
|
6,049
|
|
2024 and thereafter
|
|
565,537
|
|
|
|
|
|
Total long-term debt and obligations under capital lease
|
|
773,616
|
|
|
|
|
|
|
2018
|
|
2017
|
||
December 31,
|
|
$’000
|
|
$’000
|
||
|
|
|
|
|
||
Interest rate swaps (see Note 23)
|
|
1,258
|
|
|
—
|
|
Long-term income tax liability
|
|
1,769
|
|
|
2,143
|
|
Deferred gain on sale of Inn at Perry Cabin by Belmond
|
|
—
|
|
|
750
|
|
Deferred lease incentive
|
|
78
|
|
|
130
|
|
Other derivative instrument (Note 23)
|
|
800
|
|
|
—
|
|
|
|
|
|
|
||
Total other liabilities
|
|
3,905
|
|
|
3,023
|
|
|
|
2018
|
|
2017
|
|
2016
|
Year ended December 31,
|
|
%
|
|
%
|
|
%
|
|
|
|
|
|
|
|
Discount rate
|
|
2.50
|
|
2.70
|
|
3.85
|
Expected long-term rate of return on plan assets
|
|
3.96
|
|
3.87
|
|
4.90
|
|
|
2018
|
|
2017
|
December 31,
|
|
%
|
|
%
|
|
|
|
|
|
Discount rate
|
|
2.80
|
|
2.50
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||
December 31, 2018
|
|
$’000
|
|
$’000
|
|
$’000
|
|
$’000
|
||||
|
|
|
|
|
|
|
|
|
||||
Cash
|
|
733
|
|
|
733
|
|
|
—
|
|
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||
U.K. managed funds
|
|
3,800
|
|
|
3,800
|
|
|
—
|
|
|
—
|
|
Overseas managed funds
|
|
7,437
|
|
|
7,437
|
|
|
—
|
|
|
—
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||
U.K. government bonds
|
|
3,701
|
|
|
3,701
|
|
|
—
|
|
|
—
|
|
Corporate bonds
|
|
3,910
|
|
|
3,910
|
|
|
—
|
|
|
—
|
|
Other types of investments:
|
|
|
|
|
|
|
|
|
||||
Quoted hedge funds
|
|
4,091
|
|
|
4,091
|
|
|
—
|
|
|
—
|
|
Annuities
|
|
1,892
|
|
|
—
|
|
|
—
|
|
|
1,892
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
25,564
|
|
|
23,672
|
|
|
—
|
|
|
1,892
|
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||
December 31, 2017
|
|
$’000
|
|
$’000
|
|
$’000
|
|
$’000
|
||||
|
|
|
|
|
|
|
|
|
||||
Cash
|
|
1,908
|
|
|
1,908
|
|
|
—
|
|
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||
U.K. managed funds
|
|
4,529
|
|
|
4,529
|
|
|
—
|
|
|
—
|
|
Overseas managed funds
|
|
8,486
|
|
|
8,486
|
|
|
—
|
|
|
—
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||
U.K. government bonds
|
|
3,058
|
|
|
3,058
|
|
|
—
|
|
|
—
|
|
Corporate bonds
|
|
3,437
|
|
|
3,437
|
|
|
—
|
|
|
—
|
|
Other types of investments:
|
|
|
|
|
|
|
|
|
||||
Quoted hedge funds
|
|
4,635
|
|
|
4,635
|
|
|
—
|
|
|
—
|
|
Annuities
|
|
2,179
|
|
|
—
|
|
|
—
|
|
|
2,179
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
28,232
|
|
|
26,053
|
|
|
—
|
|
|
2,179
|
|
|
|
Annuities
|
|
Year ended December 31, 2018
|
|
$’000
|
|
|
|
|
|
Beginning balance at January 1, 2018
|
|
2,179
|
|
Foreign exchange
|
|
(129
|
)
|
Actual return on plan assets:
|
|
|
|
Assets still held at the reporting date
|
|
(88
|
)
|
Purchases, sales and settlements, net
|
|
(70
|
)
|
|
|
|
|
Ending balance at December 31, 2018
|
|
1,892
|
|
|
|
Annuities
|
|
Year ended December 31, 2017
|
|
$’000
|
|
|
|
|
|
Beginning balance at January 1, 2017
|
|
1,942
|
|
Foreign exchange
|
|
190
|
|
Actual return on plan assets:
|
|
|
|
Assets still held at the reporting date
|
|
120
|
|
Purchases, sales and settlements, net
|
|
(73
|
)
|
|
|
|
|
Ending balance at December 31, 2017
|
|
2,179
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Year ended December 31,
|
|
$’000
|
|
$’000
|
|
$’000
|
|||
|
|
|
|
|
|
|
|||
Change in benefit obligation:
|
|
|
|
|
|
|
|||
Benefit obligation at beginning of year
|
|
28,882
|
|
|
25,465
|
|
|
24,556
|
|
Interest cost
|
|
705
|
|
|
713
|
|
|
861
|
|
Actuarial loss/(gain)
|
|
(2,027
|
)
|
|
663
|
|
|
5,259
|
|
Benefits paid
|
|
(556
|
)
|
|
(485
|
)
|
|
(529
|
)
|
Foreign currency translation
|
|
(1,627
|
)
|
|
2,526
|
|
|
(4,682
|
)
|
|
|
|
|
|
|
|
|||
Benefit obligation at end of year
|
|
25,377
|
|
|
28,882
|
|
|
25,465
|
|
|
|
|
|
|
|
|
|||
Change in plan assets:
|
|
|
|
|
|
|
|||
Fair value of plan assets at beginning of year
|
|
28,232
|
|
|
24,018
|
|
|
24,202
|
|
Actual return on plan assets
|
|
(1,013
|
)
|
|
1,264
|
|
|
3,116
|
|
Employer contributions
|
|
527
|
|
|
1,009
|
|
|
1,730
|
|
Benefits paid
|
|
(556
|
)
|
|
(485
|
)
|
|
(529
|
)
|
Foreign currency translation
|
|
(1,626
|
)
|
|
2,426
|
|
|
(4,501
|
)
|
|
|
|
|
|
|
|
|||
Fair value of plan assets at end of year
|
|
25,564
|
|
|
28,232
|
|
|
24,018
|
|
|
|
|
|
|
|
|
|||
Funded status at end of year
|
|
187
|
|
|
(650
|
)
|
|
(1,447
|
)
|
|
|
|
|
|
|
|
|||
Net actuarial (gain)/loss recognized in other comprehensive loss
|
|
(689
|
)
|
|
(383
|
)
|
|
2,649
|
|
|
|
2018
|
|
2017
|
||
December 31,
|
|
$’000
|
|
$’000
|
||
|
|
|
|
|
||
Non-current assets
|
|
187
|
|
|
—
|
|
|
|
|
|
|
||
Non-current liabilities
|
|
—
|
|
|
650
|
|
|
|
2018
|
|
2017
|
||
December 31,
|
|
$’000
|
|
$’000
|
||
|
|
|
|
|
||
Net loss
|
|
(11,511
|
)
|
|
(12,200
|
)
|
Prior service cost
|
|
—
|
|
|
—
|
|
Net transitional obligation
|
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Total amount recognized in accumulated other comprehensive loss
|
|
(11,511
|
)
|
|
(12,200
|
)
|
|
|
2018
|
|
2017
|
||
Year ended December 31,
|
|
$’000
|
|
$’000
|
||
|
|
|
|
|
||
Projected benefit obligation
|
|
25,377
|
|
|
28,882
|
|
|
|
|
|
|
||
Accumulated benefit obligation
|
|
25,377
|
|
|
28,882
|
|
|
|
|
|
|
||
Fair value of plan assets
|
|
25,564
|
|
|
28,232
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Year ended December 31,
|
|
$’000
|
|
$’000
|
|
$’000
|
|||
|
|
|
|
|
|
|
|||
Service cost
|
|
—
|
|
|
—
|
|
|
—
|
|
Interest cost on projected benefit obligation
|
|
705
|
|
|
713
|
|
|
861
|
|
Expected return on assets
|
|
(1,081
|
)
|
|
(997
|
)
|
|
(1,121
|
)
|
Net amortization and deferrals
|
|
756
|
|
|
780
|
|
|
615
|
|
|
|
|
|
|
|
|
|||
Net periodic benefit cost
|
|
380
|
|
|
496
|
|
|
355
|
|
Year ended December 31,
|
|
$’000
|
|
|
|
|
|
2019
|
|
629
|
|
2020
|
|
504
|
|
2021
|
|
648
|
|
2022
|
|
549
|
|
2023
|
|
652
|
|
Next five years
|
|
5,032
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Year ended December 31,
|
|
$’000
|
|
$’000
|
|
$’000
|
|||
|
|
|
|
|
|
|
|||
Employers’ contributions
|
|
2,304
|
|
|
2,030
|
|
|
2,052
|
|
|
|
|
|
Provision for income taxes
|
||||||||
Year ended December 31, 2018
|
|
Pre-tax
(loss)/ income $’000 |
|
Current
$’000 |
|
Deferred
$’000 |
|
Total
$’000 |
||||
|
|
|
|
|
|
|
|
|
||||
UK
|
|
(25,025
|
)
|
|
3,893
|
|
|
—
|
|
|
3,893
|
|
Bermuda
|
|
(7,161
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
United States
|
|
4
|
|
|
832
|
|
|
(1,789
|
)
|
|
(957
|
)
|
Brazil
|
|
3,863
|
|
|
1,810
|
|
|
51
|
|
|
1,861
|
|
Italy
|
|
15,748
|
|
|
5,701
|
|
|
(7,328
|
)
|
|
(1,627
|
)
|
Peru
|
|
14,876
|
|
|
5,044
|
|
|
(298
|
)
|
|
4,746
|
|
Rest of the world
|
|
(25,919
|
)
|
|
2,926
|
|
|
3,141
|
|
|
6,067
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
(23,614
|
)
|
|
20,206
|
|
|
(6,223
|
)
|
|
13,983
|
|
|
|
|
|
Provision for income taxes
|
||||||||
Year ended December 31, 2017
|
|
Pre-tax
(loss)/ income $’000 |
|
Current
$’000 |
|
Deferred
$’000 |
|
Total
$’000 |
||||
|
|
|
|
|
|
|
|
|
||||
UK
|
|
(18,518
|
)
|
|
1,671
|
|
|
(372
|
)
|
|
1,299
|
|
Bermuda
|
|
(34,873
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
United States
|
|
(1,850
|
)
|
|
3,332
|
|
|
(12,987
|
)
|
|
(9,655
|
)
|
Brazil
|
|
2,193
|
|
|
2,322
|
|
|
(804
|
)
|
|
1,518
|
|
Italy
|
|
20,265
|
|
|
5,359
|
|
|
972
|
|
|
6,331
|
|
Peru
|
|
14,367
|
|
|
4,712
|
|
|
248
|
|
|
4,960
|
|
Rest of the world
|
|
(9,887
|
)
|
|
2,800
|
|
|
(699
|
)
|
|
2,101
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
(28,303
|
)
|
|
20,196
|
|
|
(13,642
|
)
|
|
6,554
|
|
|
|
|
|
Provision for income taxes
|
||||||||
Year ended December 31, 2016
|
|
Pre-tax
(loss)/ income $’000 |
|
Current
$’000 |
|
Deferred
$’000 |
|
Total
$’000 |
||||
|
|
|
|
|
|
|
|
|
||||
UK
|
|
(6,702
|
)
|
|
949
|
|
|
(444
|
)
|
|
505
|
|
Bermuda
|
|
160
|
|
|
—
|
|
|
—
|
|
|
—
|
|
United States
|
|
2,681
|
|
|
(1,510
|
)
|
|
(1,978
|
)
|
|
(3,488
|
)
|
Brazil
|
|
15,303
|
|
|
5,498
|
|
|
(121
|
)
|
|
5,377
|
|
Italy
|
|
19,971
|
|
|
4,468
|
|
|
1,998
|
|
|
6,466
|
|
Peru
|
|
13,965
|
|
|
4,261
|
|
|
1,625
|
|
|
5,886
|
|
Rest of the world
|
|
(4,622
|
)
|
|
3,007
|
|
|
(1,385
|
)
|
|
1,622
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
40,756
|
|
|
16,673
|
|
|
(305
|
)
|
|
16,368
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Year ended December 31,
|
|
$'000
|
|
$'000
|
|
$'000
|
|||
|
|
|
|
|
|
|
|||
(Losses)/earnings before provision for income taxes and earnings from unconsolidated companies, net of tax
|
|
(23,614
|
)
|
|
(28,303
|
)
|
|
40,756
|
|
|
|
|
|
|
|
|
|||
Tax (benefit)/charge at statutory tax rate of 19%, 19.25% and 20%
|
|
(4,487
|
)
|
|
(5,448
|
)
|
|
8,151
|
|
|
|
|
|
|
|
|
|||
Exchange rate movements on deferred tax
|
|
657
|
|
|
2,400
|
|
|
(1,785
|
)
|
Notional interest deductions
|
|
(1,289
|
)
|
|
(960
|
)
|
|
(1,812
|
)
|
Imputed cross border charges
|
|
815
|
|
|
763
|
|
|
995
|
|
Disallowable goodwill impairment charges
|
|
1,093
|
|
|
—
|
|
|
—
|
|
Other permanent disallowable expenditure
|
|
5,159
|
|
|
3,664
|
|
|
483
|
|
Change in valuation allowance
|
|
5,547
|
|
|
2,215
|
|
|
4,876
|
|
Difference in taxation rates
|
|
8,316
|
|
|
13,874
|
|
|
9,509
|
|
(Reduction in)/additional deferred tax liability in respect of VIE
|
|
(1,732
|
)
|
|
7,263
|
|
|
—
|
|
Change in provisions for uncertain tax positions
|
|
46
|
|
|
160
|
|
|
(3,350
|
)
|
Change in tax rates
|
|
—
|
|
|
(19,807
|
)
|
|
(643
|
)
|
Transition tax in U.S.
|
|
(190
|
)
|
|
2,330
|
|
|
—
|
|
Other
|
|
48
|
|
|
100
|
|
|
(56
|
)
|
|
|
|
|
|
|
|
|||
Provision for income taxes
|
|
13,983
|
|
|
6,554
|
|
|
16,368
|
|
|
|
|
|
|
|
|
|||
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Year ended December 31,
|
|
$’000
|
|
$’000
|
|
$’000
|
|||
|
|
|
|
|
|
|
|||
Operating loss carry-forwards
|
|
54,465
|
|
|
58,185
|
|
|
82,292
|
|
Pensions
|
|
—
|
|
|
95
|
|
|
255
|
|
Stock options
|
|
680
|
|
|
703
|
|
|
3,617
|
|
Other
|
|
9,226
|
|
|
8,184
|
|
|
8,283
|
|
Less: Valuation allowance
|
|
(50,951
|
)
|
|
(49,337
|
)
|
|
(70,241
|
)
|
|
|
|
|
|
|
|
|||
Net deferred tax assets
|
|
13,420
|
|
|
17,830
|
|
|
24,206
|
|
|
|
|
|
|
|
|
|||
Other
|
|
(6,763
|
)
|
|
(4,817
|
)
|
|
(5,032
|
)
|
Property, plant and equipment
|
|
(110,609
|
)
|
|
(128,206
|
)
|
|
(141,231
|
)
|
|
|
|
|
|
|
|
|||
Deferred tax liabilities
|
|
(117,372
|
)
|
|
(133,023
|
)
|
|
(146,263
|
)
|
|
|
|
|
|
|
|
|||
Net deferred tax liabilities
|
|
(103,952
|
)
|
|
(115,193
|
)
|
|
(122,057
|
)
|
|
|
Total
|
|
Principal
|
|
Interest
|
|
Penalties
|
||||
Year ended December 31, 2018
|
|
$’000
|
|
$’000
|
|
$’000
|
|
$’000
|
||||
|
|
|
|
|
|
|
|
|
||||
Balance, January 1, 2018
|
|
532
|
|
|
438
|
|
|
26
|
|
|
68
|
|
Additional uncertain tax provision identified during the year
|
|
128
|
|
|
109
|
|
|
1
|
|
|
18
|
|
Increase to uncertain tax provision on prior year positions
|
|
21
|
|
|
9
|
|
|
12
|
|
|
—
|
|
Decreases as a result of expiration of the statute of limitations
|
|
(103
|
)
|
|
(78
|
)
|
|
(8
|
)
|
|
(17
|
)
|
Foreign exchange
|
|
(25
|
)
|
|
(20
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
||||
Balance at December 31, 2018
|
|
553
|
|
|
458
|
|
|
29
|
|
|
66
|
|
|
|
Total
|
|
Principal
|
|
Interest
|
|
Penalties
|
||||
Year ended December 31, 2017
|
|
$’000
|
|
$’000
|
|
$’000
|
|
$’000
|
||||
|
|
|
|
|
|
|
|
|
||||
Balance at January 1, 2017
|
|
318
|
|
|
249
|
|
|
21
|
|
|
48
|
|
Additional uncertain tax provision identified during the year
|
|
215
|
|
|
197
|
|
|
1
|
|
|
17
|
|
Increase to uncertain tax provision on prior year positions
|
|
27
|
|
|
17
|
|
|
7
|
|
|
3
|
|
Decreases as a result of expiration of the statute of limitations
|
|
(82
|
)
|
|
(69
|
)
|
|
(3
|
)
|
|
(10
|
)
|
Foreign exchange
|
|
54
|
|
|
44
|
|
|
—
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at December 31, 2017
|
|
532
|
|
|
438
|
|
|
26
|
|
|
68
|
|
|
|
Total
|
|
Principal
|
|
Interest
|
|
Penalties
|
||||
Year ended December 31, 2016
|
|
$’000
|
|
$’000
|
|
$’000
|
|
$’000
|
||||
|
|
|
|
|
|
|
|
|
||||
Balance, January 1, 2016
|
|
3,678
|
|
|
2,967
|
|
|
656
|
|
|
55
|
|
Additional uncertain tax provision identified during the year
|
|
78
|
|
|
61
|
|
|
4
|
|
|
13
|
|
Increase to uncertain tax provision on prior year positions
|
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
Uncertain tax provisions settled during the year
|
|
(3,308
|
)
|
|
(2,668
|
)
|
|
(640
|
)
|
|
—
|
|
Decreases as a result of expiration of the statute of limitations
|
|
(124
|
)
|
|
(104
|
)
|
|
(2
|
)
|
|
(18
|
)
|
Foreign exchange
|
|
(10
|
)
|
|
(7
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
||||
Balance, December 31, 2016
|
|
318
|
|
|
249
|
|
|
21
|
|
|
48
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Year ended December 31,
|
|
$’000
|
|
$’000
|
|
$’000
|
|||
|
|
|
|
|
|
|
|||
Interest expense on long-term debt and obligations under capital lease
|
|
34,346
|
|
|
29,425
|
|
|
27,090
|
|
|
|
|
|
|
|
|
|||
Interest on legal settlements
|
|
525
|
|
|
(28
|
)
|
|
(979
|
)
|
|
|
|
|
|
|
|
|||
Amortization of debt issuance costs and discount on secured term loan
|
|
3,003
|
|
|
3,682
|
|
|
3,044
|
|
|
|
|
|
|
|
|
|||
Interest capitalized
|
|
(4,832
|
)
|
|
(624
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|||
Total interest expense
|
|
33,042
|
|
|
32,455
|
|
|
29,155
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Year ended December 31,
|
|
$’000
|
|
$’000
|
|
$’000
|
|||
|
|
|
|
|
|
|
|||
Cash paid during the period for:
|
|
|
|
|
|
|
|||
Interest
|
|
34,606
|
|
|
30,329
|
|
|
40,930
|
|
|
|
|
|
|
|
|
|||
Income taxes, net of refunds
|
|
16,681
|
|
|
19,838
|
|
|
19,804
|
|
|
|
2018
|
|
2017
|
||
December 31,
|
|
$’000
|
|
$’000
|
||
|
|
|
|
|
||
Cash and cash equivalents
|
|
108,441
|
|
|
180,153
|
|
Cash deposits required to be held with lending banks as collateral
|
|
1,506
|
|
|
801
|
|
Prepaid customer deposits which will be released to Belmond under its revenue recognition policy
|
|
1,894
|
|
|
2,488
|
|
Bonds and guarantees
|
|
43
|
|
|
633
|
|
|
|
|
|
|
||
Total cash, cash equivalents and restricted cash
|
|
111,884
|
|
|
184,075
|
|
|
|
Number of shares
subject to options |
|
Weighted average
exercise price $ |
||
|
|
|
|
|
||
Outstanding — January 1, 2017
|
|
66,350
|
|
|
39.63
|
|
Exercised
|
|
(3,907
|
)
|
|
5.89
|
|
Forfeited, canceled or expired
|
|
(47,143
|
)
|
|
47.90
|
|
|
|
|
|
|
||
Outstanding — December 31, 2017
|
|
15,300
|
|
|
15.99
|
|
Exercised
|
|
(5,022
|
)
|
|
5.89
|
|
Forfeited, canceled or expired
|
|
(10,278
|
)
|
|
31.02
|
|
|
|
|
|
|
||
Outstanding — December 31, 2018
|
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Exercisable — December 31, 2018
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 share award and incentive plan
|
|
Class A common shares
|
|
Date granted
|
|
Vesting date
|
|
Purchase price
|
|
|
|
|
|
|
|
|
|
|
|
Restricted shares without performance criteria
|
|
20,635
|
|
|
December 20, 2018
|
|
December 20, 2019
|
|
$0.01
|
Restricted shares without performance criteria
|
|
20,635
|
|
|
December 20, 2018
|
|
December 20, 2020
|
|
$0.01
|
Restricted shares without performance criteria
|
|
20,635
|
|
|
December 20, 2018
|
|
December 20, 2021
|
|
$0.01
|
Restricted shares without performance criteria
|
|
20,635
|
|
|
December 20, 2018
|
|
December 20, 2022
|
|
$0.01
|
Restricted shares without performance criteria
|
|
2,850
|
|
|
June 24, 2018
|
|
June 24, 2020
|
|
$0.01
|
Restricted shares without performance criteria
|
|
2,850
|
|
|
June 24, 2018
|
|
June 24, 2021
|
|
$0.01
|
Restricted shares without performance criteria
|
|
2,850
|
|
|
June 24, 2018
|
|
June 24, 2022
|
|
$0.01
|
Restricted shares without performance criteria
|
|
107,982
|
|
|
June 24, 2018
|
|
June 24, 2019
|
|
$0.01
|
Restricted shares without performance criteria
|
|
25,232
|
|
|
June 24, 2018
|
|
On retirement
|
|
$0.01
|
Restricted shares without performance criteria
|
|
59,100
|
|
|
March 24, 2018
|
|
March 24, 2019
|
|
$0.01
|
Restricted shares without performance criteria
|
|
59,100
|
|
|
March 24, 2018
|
|
March 24, 2020
|
|
$0.01
|
Restricted shares without performance criteria
|
|
59,100
|
|
|
March 24, 2018
|
|
March 24, 2021
|
|
$0.01
|
Restricted shares with performance criteria
|
|
342,300
|
|
|
March 24, 2018
|
|
March 24, 2021
|
|
$0.01
|
Restricted shares without performance criteria
|
|
59,100
|
|
|
March 24, 2018
|
|
March 24, 2022
|
|
$0.01
|
Restricted shares without performance criteria
|
|
7,750
|
|
|
January 15, 2018
|
|
January 15, 2021
|
|
$0.01
|
Restricted shares without performance criteria
|
|
7,750
|
|
|
January 15, 2018
|
|
January 15, 2022
|
|
$0.01
|
Restricted shares without performance criteria
|
|
510
|
|
|
January 1, 2018
|
|
January 1, 2019
|
|
$0.01
|
Restricted shares without performance criteria
|
|
510
|
|
|
January 1, 2018
|
|
January 1, 2020
|
|
$0.01
|
Restricted shares without performance criteria
|
|
510
|
|
|
January 1, 2018
|
|
January 1, 2021
|
|
$0.01
|
Restricted shares without performance criteria
|
|
510
|
|
|
January 1, 2018
|
|
January 1, 2022
|
|
$0.01
|
|
|
Number of shares
subject to options |
|
Weighted average
exercise price $ |
|
Weighted average
remaining contractual life in years |
|
Aggregate intrinsic
value $’000 |
|||
|
|
|
|
|
|
|
|
|
|||
Outstanding — January 1, 2017
|
|
2,644,489
|
|
|
11.17
|
|
|
|
|
|
|
Granted
|
|
581,300
|
|
|
12.59
|
|
|
|
|
|
|
Exercised
|
|
(107,552
|
)
|
|
8.76
|
|
|
|
|
|
|
Forfeited, canceled or expired
|
|
(428,830
|
)
|
|
11.22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Outstanding — December 31, 2017
|
|
2,689,407
|
|
|
10.75
|
|
|
|
|
|
|
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|
Exercised
|
|
(64,174
|
)
|
|
10.50
|
|
|
|
|
|
|
Forfeited, canceled or expired
|
|
(365,171
|
)
|
|
11.72
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Outstanding — December 31, 2018
|
|
2,260,062
|
|
|
11.57
|
|
|
6.3
|
|
30,418
|
|
|
|
|
|
|
|
|
|
|
|||
Exercisable — December 31, 2018
|
|
1,595,372
|
|
|
11.39
|
|
|
5.5
|
|
21,799
|
|
|
|
Number of shares
subject to awards |
|
Weighted average
exercise price $ |
|
Aggregate intrinsic
value $'000 |
|||
|
|
|
|
|
|
|
|||
Outstanding — January 1, 2017
|
|
1,193,775
|
|
|
0.01
|
|
|
|
|
Granted
|
|
565,621
|
|
|
0.01
|
|
|
|
|
Vested and issued
|
|
(334,958
|
)
|
|
0.01
|
|
|
|
|
Forfeited, canceled or expired
|
|
(152,700
|
)
|
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|||
Outstanding — December 31, 2017
|
|
1,271,738
|
|
|
0.01
|
|
|
|
|
Granted
|
|
820,544
|
|
|
0.01
|
|
|
|
|
Vested and issued
|
|
(351,077
|
)
|
|
0.01
|
|
|
|
|
Forfeited, canceled or expired
|
|
(182,183
|
)
|
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|||
Outstanding — December 31, 2018
|
|
1,559,022
|
|
|
0.01
|
|
|
39,007
|
|
Year ended December 31,
|
|
2018
|
|
2017
|
|
2016
|
|
|
|
|
|
|
|
Expected share price volatility
|
|
—%
|
|
27% - 34%
|
|
29% - 40%
|
Risk-free interest rate
|
|
—%
|
|
1.50% - 2.14%
|
|
0.76% - 1.84%
|
Expected annual dividends per share
|
|
$—
|
|
$—
|
|
$—
|
Expected life of share options
|
|
- years
|
|
2.5 - 5.5 years
|
|
2.5 - 5.5 years
|
Year ended December 31,
|
|
$’000
|
|
|
|
|
|
2019
|
|
10,996
|
|
2020
|
|
11,043
|
|
2021
|
|
11,461
|
|
2022
|
|
9,373
|
|
2023
|
|
9,429
|
|
2024 and thereafter
|
|
129,620
|
|
|
|
|
|
|
|
181,922
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||
December 31, 2018
|
|
$'000
|
|
$'000
|
|
$'000
|
|
$'000
|
||||
|
|
|
|
|
|
|
|
|
||||
Assets at fair value:
|
|
|
|
|
|
|
|
|
|
|||
Derivative financial instruments
|
|
—
|
|
|
3,253
|
|
|
—
|
|
|
3,253
|
|
|
|
|
|
|
|
|
|
|
||||
Total assets
|
|
—
|
|
|
3,253
|
|
|
—
|
|
|
3,253
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities at fair value:
|
|
|
|
|
|
|
|
|
|
|
||
Derivative financial instruments
|
|
—
|
|
|
(1,498
|
)
|
|
(13,000
|
)
|
|
(14,498
|
)
|
|
|
|
|
|
|
|
|
|
||||
Total net liabilities
|
|
—
|
|
|
1,755
|
|
|
(13,000
|
)
|
|
(11,245
|
)
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||
December 31, 2017
|
|
$'000
|
|
$'000
|
|
$'000
|
|
$'000
|
||||
|
|
|
|
|
|
|
|
|
||||
Assets at fair value:
|
|
|
|
|
|
|
|
|
|
|||
Derivative financial instruments
|
|
—
|
|
|
1,348
|
|
|
—
|
|
|
1,348
|
|
|
|
|
|
|
|
|
|
|
||||
Total assets
|
|
—
|
|
|
1,348
|
|
|
—
|
|
|
1,348
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments
|
|
—
|
|
|
(430
|
)
|
|
—
|
|
|
(430
|
)
|
|
|
|
|
|
|
|
|
|
||||
Total net assets
|
|
—
|
|
|
918
|
|
|
—
|
|
|
918
|
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||
|
|
|
Carrying
amounts $’000 |
|
Fair value
$’000 |
|
Carrying
amounts $’000 |
|
Fair value
$’000 |
||||
|
|
|
|
|
|
|
|
|
|
||||
Total long-term debt, before deduction of discount on secured term loan and debt issuance costs, excluding obligations under capital leases
|
Level 3
|
|
773,548
|
|
|
768,850
|
|
|
724,208
|
|
|
728,994
|
|
|
|
|
|
Fair value measurement inputs
|
|
|
|||||||||
|
|
Fair value
$’000 |
|
Level 1
$’000 |
|
Level 2
$’000 |
|
Level 3
$’000 |
|
Total losses
in year
ended
December 31,
2018
$’000 |
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Property, plant and equipment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,775
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Goodwill
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,719
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other intangible assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(156
|
)
|
|
|
|
|
Fair value measurement inputs
|
|
|
|||||||||
|
|
Fair value
$’000 |
|
Level 1
$’000 |
|
Level 2
$’000 |
|
Level 3
$’000 |
|
Total losses
in year
ended
December 31,
2017
$’000 |
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Property, plant and equipment
|
|
5,955
|
|
|
—
|
|
|
—
|
|
|
5,955
|
|
|
(8,216
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Goodwill
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,500
|
)
|
|
|
|
|
Fair value measurement inputs
|
|
|
|||||||||
|
|
Fair value
$’000 |
|
Level 1
$’000 |
|
Level 2
$’000 |
|
Level 3
$’000 |
|
Total losses
in year
ended
December 31,
2016
$’000 |
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Property, plant and equipment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,007
|
)
|
|
|
2018
|
|
2017
|
||||
December 31,
|
|
$’000
|
|
$’000
|
||||
|
|
|
|
|
||||
Interest rate swaps
|
|
€
|
89,500
|
|
|
€
|
89,500
|
|
Interest rate swaps
|
|
$
|
280,000
|
|
|
$
|
243,000
|
|
Interest rate caps
|
|
$
|
48,000
|
|
|
$
|
17,200
|
|
|
|
|
|
Fair value as of
|
|
Fair value as of
|
||
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||
|
|
Balance sheet location
|
|
$’000
|
|
$’000
|
||
Derivatives designated in a cash flow hedging relationship:
|
|
|
|
|
|
|
|
|
Interest rate derivatives
|
|
Other assets
|
|
2,112
|
|
|
1,776
|
|
Interest rate derivatives
|
|
Other receivables
|
|
1,340
|
|
|
—
|
|
Interest rate derivatives
|
|
Accrued liabilities
|
|
(439
|
)
|
|
(858
|
)
|
Interest rate derivatives
|
|
Other liabilities
|
|
(1,258
|
)
|
|
—
|
|
Other derivative instruments
|
|
|
|
|
|
|
||
Contractual liabilities
|
|
Accrued liabilities
|
|
(12,200
|
)
|
|
—
|
|
Contractual liabilities
|
|
Other liabilities
|
|
(800
|
)
|
|
—
|
|
|
|
|
|
|
|
|
||
Total
|
|
|
|
(11,245
|
)
|
|
918
|
|
|
|
December 31, 2018
|
|||||||
|
|
Gross amounts presented in the consolidated balance sheet
|
|
Gross amounts not offset in the consolidated balance sheet subject to netting agreements
|
|
Net amounts
|
|||
|
|
$'000
|
|
$’000
|
|
$’000
|
|||
|
|
|
|
|
|
|
|||
Total asset derivatives
|
|
3,258
|
|
|
(618
|
)
|
|
2,640
|
|
Total liability derivatives
|
|
(1,514
|
)
|
|
618
|
|
|
(896
|
)
|
|
|
|
|
|
|
|
|||
|
|
December 31, 2017
|
|||||||
|
|
Gross amounts presented in the consolidated balance sheet
|
|
Gross amounts not offset in the consolidated balance sheet subject to netting agreements
|
|
Net amounts
|
|||
|
|
$'000
|
|
$’000
|
|
$’000
|
|||
|
|
|
|
|
|
|
|||
Total asset derivatives
|
|
1,365
|
|
|
(232
|
)
|
|
1,133
|
|
Total liability derivatives
|
|
(423
|
)
|
|
232
|
|
|
(191
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
Derivative financial instruments
|
|
Pension liability
|
|
Total
|
||||
|
|
$’000
|
|
$’000
|
|
$’000
|
|
$’000
|
||||
|
|
|
|
|
|
|
|
|
||||
Balance at January 1, 2017
|
|
(337,053
|
)
|
|
(3,224
|
)
|
|
(12,062
|
)
|
|
(352,339
|
)
|
|
|
|
|
|
|
|
|
|
||||
Other comprehensive income/(loss) before reclassifications, net of tax provision/(benefit) of $Nil, $(50) and $73
|
|
48,095
|
|
|
(121
|
)
|
|
310
|
|
|
48,284
|
|
|
|
|
|
|
|
|
|
|
||||
Amounts reclassified from AOCI, net of tax provision of $Nil, $860 and $Nil
|
|
692
|
|
|
2,041
|
|
|
—
|
|
|
2,733
|
|
|
|
|
|
|
|
|
|
|
||||
Net current period other comprehensive income
|
|
48,787
|
|
|
1,920
|
|
|
310
|
|
|
51,017
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at December 31, 2017
|
|
(288,266
|
)
|
|
(1,304
|
)
|
|
(11,752
|
)
|
|
(301,322
|
)
|
|
|
|
|
|
|
|
|
|
||||
Other comprehensive (loss)/income before reclassifications, net of tax provision of $Nil, $Nil and $Nil
|
|
(39,875
|
)
|
|
530
|
|
|
689
|
|
|
(38,656
|
)
|
|
|
|
|
|
|
|
|
|
||||
Amounts reclassified from AOCI, net of tax provision of $Nil, $Nil and $Nil
|
|
—
|
|
|
1,759
|
|
|
—
|
|
|
1,759
|
|
|
|
|
|
|
|
|
|
|
||||
Net current period other comprehensive (loss)/income
|
|
(39,875
|
)
|
|
2,289
|
|
|
689
|
|
|
(36,897
|
)
|
|
|
|
|
|
|
|
|
|
||||
Balance at December 31, 2018
|
|
(328,141
|
)
|
|
985
|
|
|
(11,063
|
)
|
|
(338,219
|
)
|
|
|
Amount reclassified from AOCI
|
|
|
||||
|
|
December 31, 2018
|
|
December 31, 2017
|
|
|
||
Details about AOCI components
|
|
$’000
|
|
$’000
|
|
Affected line item in the statement of operations
|
||
|
|
|
|
|
|
|
||
Foreign currency translation adjustments:
|
|
|
|
|
|
|
||
Reclassification upon sale of operating unit
|
|
—
|
|
|
692
|
|
|
Gain on disposal of property, plant and equipment and equity method investments
|
|
|
|
|
|
|
|
||
Derivative financial instruments:
|
|
|
|
|
|
|
||
Cash flows from derivative financial instruments related to interest payments made for the hedged debt instrument
|
|
1,759
|
|
|
2,041
|
|
|
Interest expense
|
|
|
|
|
|
|
|
||
Total reclassifications for the period
|
|
1,759
|
|
|
2,733
|
|
|
|
•
|
Owned hotels in each of Europe, North America and Rest of world which derive earnings from the hotels that Belmond owns including its
one
stand-alone restaurant;
|
•
|
Owned trains and cruises which derive earnings from the train and cruise businesses that Belmond owns;
|
•
|
Part-owned/managed hotels which derive earnings from hotels that Belmond jointly owns or manages; and
|
•
|
Part-owned/managed trains which derive earnings from the train businesses that Belmond jointly owns or manages.
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Year ended December 31,
|
|
$’000
|
|
$’000
|
|
$’000
|
|||
|
|
|
|
|
|
|
|||
Owned hotels:
|
|
|
|
|
|
|
|||
Europe
|
|
238,440
|
|
|
212,379
|
|
|
199,251
|
|
North America
|
|
132,326
|
|
|
149,284
|
|
|
145,868
|
|
Rest of world
|
|
122,163
|
|
|
124,219
|
|
|
130,255
|
|
Total owned hotels
|
|
492,929
|
|
|
485,882
|
|
|
475,374
|
|
Owned trains & cruises
|
|
70,767
|
|
|
63,193
|
|
|
59,287
|
|
|
|
|
|
|
|
|
|||
Part-owned/managed hotels
|
|
2,363
|
|
|
1,036
|
|
|
4,400
|
|
Part-owned/managed trains
|
|
10,777
|
|
|
10,888
|
|
|
10,763
|
|
Total management fees
|
|
13,140
|
|
|
11,924
|
|
|
15,163
|
|
|
|
|
|
|
|
|
|||
Revenue
|
|
576,836
|
|
|
560,999
|
|
|
549,824
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Year ended December 31,
|
|
$’000
|
|
$’000
|
|
$’000
|
|||
|
|
|
|
|
|
|
|||
Adjusted EBITDA
|
|
|
|
|
|
|
|||
Owned hotels:
|
|
|
|
|
|
|
|||
Europe
|
|
79,038
|
|
|
73,687
|
|
|
67,590
|
|
North America
|
|
38,054
|
|
|
29,814
|
|
|
29,334
|
|
Rest of world
|
|
24,626
|
|
|
24,474
|
|
|
33,115
|
|
Total owned hotels
|
|
141,718
|
|
|
127,975
|
|
|
130,039
|
|
Owned trains and cruises
|
|
13,462
|
|
|
4,420
|
|
|
4,318
|
|
|
|
|
|
|
|
|
|||
Part-owned/managed hotels
|
|
7,629
|
|
|
6,782
|
|
|
6,299
|
|
Part-owned/managed trains
|
|
26,640
|
|
|
23,988
|
|
|
25,907
|
|
Total adjusted share of earnings from unconsolidated companies and management fees
|
|
34,269
|
|
|
30,770
|
|
|
32,206
|
|
|
|
|
|
|
|
|
|||
Unallocated corporate:
|
|
|
|
|
|
|
|||
Central costs
|
|
(36,463
|
)
|
|
(33,324
|
)
|
|
(30,763
|
)
|
Share-based compensation
|
|
(6,045
|
)
|
|
(5,809
|
)
|
|
(7,637
|
)
|
|
|
|
|
|
|
|
|||
Adjusted EBITDA
|
|
146,941
|
|
|
124,032
|
|
|
128,163
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
||
December 31,
|
|
$’000
|
|
$’000
|
||
|
|
|
|
|
||
Owned hotels:
|
|
|
|
|
||
Europe
|
|
575,432
|
|
|
575,584
|
|
North America
|
|
619,747
|
|
|
518,493
|
|
Rest of world
|
|
231,129
|
|
|
252,861
|
|
Total owned hotels
|
|
1,426,308
|
|
|
1,346,938
|
|
Owned trains & cruises
|
|
82,277
|
|
|
87,139
|
|
|
|
|
|
|
||
Part-owned/ managed hotels
|
|
21,479
|
|
|
21,894
|
|
Part-owned/ managed trains
|
|
55,465
|
|
|
52,517
|
|
Total part/owned managed
|
|
76,944
|
|
|
74,411
|
|
|
|
|
|
|
||
Unallocated corporate
|
|
90,279
|
|
|
145,149
|
|
|
|
|
|
|
||
Total assets
|
|
1,675,808
|
|
|
1,653,637
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Year ended December 31,
|
|
$’000
|
|
$’000
|
|
$’000
|
|||
|
|
|
|
|
|
|
|||
Owned hotels:
|
|
|
|
|
|
|
|||
Europe
|
|
26,176
|
|
|
23,431
|
|
|
11,777
|
|
North America
|
|
100,931
|
|
|
14,845
|
|
|
9,796
|
|
Rest of world
|
|
30,103
|
|
|
17,158
|
|
|
19,190
|
|
Total owned hotels
|
|
157,210
|
|
|
55,434
|
|
|
40,763
|
|
Owned trains & cruises
|
|
8,420
|
|
|
7,927
|
|
|
12,882
|
|
|
|
|
|
|
|
|
|||
Unallocated corporate
|
|
450
|
|
|
4,469
|
|
|
1,459
|
|
|
|
|
|
|
|
|
|||
Total capital expenditure to acquire property, plant and equipment
|
|
166,080
|
|
|
67,830
|
|
|
55,104
|
|
|
|
2018
|
|
2017
|
||
December 31,
|
|
$’000
|
|
$’000
|
||
|
|
|
|
|
||
Eastern & Oriental Express
|
|
2,603
|
|
|
2,642
|
|
Peru hotels
|
|
21,281
|
|
|
20,869
|
|
PeruRail
|
|
42,768
|
|
|
38,138
|
|
Buzios
|
|
2,434
|
|
|
2,893
|
|
Other
|
|
98
|
|
|
102
|
|
|
|
|
|
|
||
Total investment in equity method investees
|
|
69,184
|
|
|
64,644
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Year ended December 31,
|
|
$’000
|
|
$’000
|
|
$’000
|
|||
|
|
|
|
|
|
|
|||
Part-owned/managed hotels
|
|
474
|
|
|
1,037
|
|
|
1,112
|
|
Part-owned/managed trains
|
|
8,881
|
|
|
(11,250
|
)
|
|
9,901
|
|
|
|
|
|
|
|
|
|||
Total earnings from unconsolidated companies, net of tax
|
|
9,355
|
|
|
(10,213
|
)
|
|
11,013
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Year ended December 31,
|
|
$’000
|
|
$’000
|
|
$’000
|
|||
|
|
|
|
|
|
|
|||
Bermuda
|
|
—
|
|
|
—
|
|
|
—
|
|
Italy
|
|
186,232
|
|
|
136,538
|
|
|
128,671
|
|
United Kingdom
|
|
40,853
|
|
|
56,432
|
|
|
56,016
|
|
United States
|
|
110,209
|
|
|
112,677
|
|
|
108,238
|
|
Brazil
|
|
59,473
|
|
|
59,737
|
|
|
73,300
|
|
All other countries
|
|
180,069
|
|
|
195,615
|
|
|
183,599
|
|
|
|
|
|
|
|
|
|||
Revenue
|
|
576,836
|
|
|
560,999
|
|
|
549,824
|
|
|
|
2018
|
|
2017
|
||
December 31,
|
|
$’000
|
|
$’000
|
||
|
|
|
|
|
||
Bermuda
|
|
—
|
|
|
—
|
|
Italy
|
|
366,223
|
|
|
336,263
|
|
United Kingdom
|
|
43,783
|
|
|
52,311
|
|
United States
|
|
326,840
|
|
|
334,634
|
|
Brazil
|
|
62,734
|
|
|
74,944
|
|
All other countries
|
|
462,352
|
|
|
369,892
|
|
|
|
|
|
|
||
Total property, plant and equipment at book value
|
|
1,261,932
|
|
|
1,168,044
|
|
Name, Age
|
|
Principal Occupation and Other Major Affiliations
|
|
Year First
Became
Director
|
|
|
|
|
|
Harsha V. Agadi, 56
|
|
Chief Executive Officer and President of Crawford & Company (international insurance services firm) and Chairman and Chief Executive Officer of GHS Holdings, LLC (investing and restaurant consulting business)
|
|
2011
|
Roland A. Hernandez, 61
|
|
Chairman of the Board of the Company, and Founding Principal and Chief Executive Officer of Hernandez Media Ventures (acquisition and management of media assets)
|
|
2013
|
Mitchell C. Hochberg, 66
|
|
President of Lightstone Group LLC (real estate investment and development firm)
|
|
2009
|
Ruth A. Kennedy, 54
|
|
Founder and Consultant of Kennedy Dundas Ltd. (brand and business consultancy)
|
|
2012
|
Ian Livingston, 54
|
|
Member of the U.K. House of Lords, Chairman, Dixons Carphone plc, Chairman, Man Group plc
|
|
2015
|
Demetra Pinsent, 44
|
|
Chief Executive of Islestarr Holdings Ltd. (beauty and cosmetics company)
|
|
2017
|
Gail Rebuck, 67
|
|
Member of the U.K. House of Lords, Chair of Penguin Random House UK
|
|
2015
|
H. Roeland Vos, 61
|
|
President and Chief Executive Officer of the Company
|
|
2014
|
Name
|
|
Experience and Skills
|
|
|
|
Harsha V. Agadi
|
|
The board of directors considered Mr. Agadi's experience as chief executive of various restaurant companies operating in many different countries. As chief executive, Mr. Agadi developed expertise in sales, marketing, operations, finance, strategy and development. Like Belmond, these companies under Mr. Agadi’s guidance relied on his strong marketing and brand awareness.
|
Roland A. Hernandez
|
|
The board of directors considered Mr. Hernandez's executive capabilities leading successful media and entertainment businesses and his experience as a non-executive director of several publicly traded companies in the U.S., including as lead director of two companies in the luxury hospitality business, and as a member of various audit, nominating, governance and other board committees.
|
Mitchell C. Hochberg
|
|
The board of directors considered Mr. Hochberg's real estate industry and operational experience, including his service as an executive officer of a developer and manager of innovative luxury hotels and residential projects in the U.S. and as an executive officer of a diversified real estate portfolio company. Also relevant was his background in accounting and law.
|
Ruth A. Kennedy
|
|
The board of directors considered Ms. Kennedy's experience as a consultant in the luxury goods and services sectors for clients seeking to develop and strengthen their individual brands. The board of directors also considered her experience in managing a luxury goods business and her work in finance.
|
Ian Livingston
|
|
The board of directors considered Lord Livingston's executive and operational capabilities in successfully leading large publicly traded and consumer-focused companies, including as Chief Executive Officer of BT Group, and his many years of board and corporate governance experience as a director. Lord Livingston also brings financial experience to the board, including through his role as the former Chief Financial Officer at Dixons Group and BT Group and as a member of the Institute of Chartered Accountants in England and Wales. The board of directors also considered Lord Livingston's experience as a senior government minister responsible for trade promotion and investment and trade policy for the U.K.
|
Demetra Pinsent
|
|
The board of directors considered Lady Pinsent's experience as chief executive of a beauty and cosmetics company and her operational and financial experience in retail- and consumer-focused sectors at McKinsey & Co, bringing her appreciation for and insight into branding and marketing, particularly digital strategies, to the Company.
|
Gail Rebuck
|
|
The board of directors considered Baroness Rebuck's leadership experience at successful consumer-focused companies, including being a co-founder of a publishing company, and her years of board and corporate governance experience as a director of various publicly traded companies.
|
H. Roeland Vos
|
|
The board of directors considered Mr. Vos's hotel industry and operational experience, including his background in deluxe hotel-owning and operating companies, his experience in developing new hotels, his insight into many aspects of hotel design, and his understanding of international business, general management and corporate strategy, including his service as Vice Chairman of the Supervisory Board of a luxury hotel group.
|
Name, Age
|
|
Position
|
|
|
|
H. Roeland Vos, 61
|
|
President and Chief Executive Officer
|
Ingrid Eras-Magdalena, 53
|
|
Executive Vice President, Chief Human Resources Officer
|
Richard M. Levine, 58
|
|
Executive Vice President, Chief Legal Officer and Secretary
|
Martin O'Grady, 55
|
|
Executive Vice President, Chief Financial Officer
|
Daniel Ruff, 40
|
|
Senior Vice President, Head of Global Operations
|
Name of Individual or Group
|
|
Principal Capacities in Which Served
|
|
Cash Compensation
|
||
|
|
|
|
|
||
H. Roeland Vos
|
|
President, Chief Executive Officer and Director
|
|
$
|
1,466,251
|
|
All executive officers as a group (5 persons)(1)
|
|
|
|
$
|
3,949,372
|
|
•
|
an annual base salary of £605,806, subject to annual increases as determined by the board of directors of the Company or its compensation committee;
|
•
|
eligibility for an annual bonus at a target level of 100% of his annual base salary and a maximum level of 200% of his annual base salary, with a bonus of £161,290 in respect of 2015 subject to achievement of individual goals and objectives;
|
•
|
a sign-on award of 75,000 deferred class A common shares, vesting annually in three tranches;
|
•
|
an equity grant for the stub period of 2015 for stock options granted over 96,165 class A common shares at an exercise price of $13.75 per share vesting pro rata annually in four tranches;
|
•
|
participation at the executive level in future grants under the Company's long-term incentive plan during each financial year of the Company;
|
•
|
participation in the pension scheme of the subsidiary of the Company from which Mr. Vos has since opted out and instead receives a cash pension allowance equivalent to the value of his entitlement under Company policy;
|
•
|
a severance payment in the event of termination of his employment without cause or his resignation for good reason in the amount of $2 million paid in equal monthly installments over an 18 month period plus health insurance for 18 months for Mr. Vos and his spouse under the existing plans or, if he is not eligible, reimbursement or payment in cash to obtain the equivalent coverage in both cases conditional on compliance with post-termination obligations;
|
•
|
provision of a furnished apartment in London for the non-exclusive use of Mr. Vos which will be leased for not more than £7,500 per month; and
|
•
|
reimbursement for reasonable commutation expenses for transportation between London and Brussels or Amsterdam.
|
•
|
The Initial Fixed Term (as such term is defined in the Restated and Amended Employment Agreement) was extended for a two-year period ending on December 31, 2020, unless the Restated and Amended Employment Agreement is terminated earlier;
|
•
|
Mr. Vos's annual base salary was increased from £605,806 to £617,922 to take into account inflation as of March 1, 2017;
|
•
|
Mr. Vos's eligibility for an annual bonus remains at a target level of 100% of his annual base salary and a maximum level of 200% of his annual base salary. With respect to Mr. Vos's annual bonus upon the consummation of a "Change in Control" (as such term is defined in the severance agreement), (i) if a Change in Control occurs during the 2018 calendar year or prior to the date on which his bonus for 2018 is paid, Mr. Vos's annual bonus for 2018 will be automatically deemed to have been achieved at the 100% target level, and (ii) if a Change in Control occurs during the 2019 calendar year, a pro-rated portion of Mr. Vos's 2019 bonus will be automatically deemed to have been achieved at the 100% on-target level. In the event that a Change in Control does not occur during 2018 or 2019, Mr. Vos's annual bonus will remain subject to the terms and conditions of the Company's annual incentive scheme;
|
•
|
With respect to Mr. Vos's annual equity incentive awards, the terms of his Letter Agreement with the Employer dated September 20, 2015 were incorporated into the Restated and Amended Employment Agreement providing that (i) upon a Change in Control all of Mr. Vos's outstanding unvested equity awards that are performance shares will vest at the full target level or at such greater level as may be provided in the definitive agreement for the Change in Control transaction and (ii) if Mr. Vos's employment is terminated without cause or for "good reason", Mr. Vos's options and awards shall remain in force and continue to vest, notwithstanding the termination of his employment.
|
Name and Address
|
|
No. of
Class A
and
Class B Common
Shares
|
|
|
|
Percent
of
Class A Common
Shares(1)
|
|
Percent
of
Class B Common
Shares
|
|||
|
|
|
|
|
|
|
|
|
|||
Belmond Holdings 1 Ltd. (1)
22 Victoria Street Hamilton HM 12, Bermuda |
|
18,044,478
|
|
|
|
|
—
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|||
BlackRock Inc. (2)
40 East 52nd Street
New York, New York 10022
|
|
12,913,471
|
|
|
(8)
|
|
12.5
|
%
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|||
LVMH Moët Hennessey Louis Vuitton SE (3)
22, Avenue Montaigne 75008 Paris, France |
|
12,646,787
|
|
|
(8)
|
|
12.3
|
%
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|||
The Vanguard Group (4)
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
|
|
8,793,592
|
|
|
(8)
|
|
8.5
|
%
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|||
Dimensional Fund Advisors LP (5)
Palisades West, Building One
6300 Bee Cave Road
Austin, Texas 78746
|
|
8,131,656
|
|
|
(8)
|
|
7.9
|
%
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|||
The Goldman Sachs Group, Inc. (6)
200 West Street
New York, New York 10282
|
|
5,423,209
|
|
|
(8)
|
|
5.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Giuseppe Statuto (7)
Via Borgonuovo
Milan (MI) 20121
Italy
|
|
5,290,022
|
|
|
(8)
|
|
5.1
|
%
|
|
|
(1)
|
The percentage of class A common shares shown is based on
103,081,652
class A common shares outstanding on
February 15, 2019
, plus, in the case of Belmond Holdings, the class A common shares issuable upon conversion of the class B common shares beneficially owned by Belmond Holdings.
|
(2)
|
The information with respect to BlackRock Inc. (“BlackRock”) relates only to class A common shares and is derived from its Schedule 13G/A report filed with the SEC on January 24, 2019. The report states that (a) BlackRock is a parent holding company, (b) certain subsidiaries of BlackRock may hold class A common shares, and (c) BlackRock has sole voting power with respect to 12,707,235 class A common shares and sole dispositive power with respect to 12,913,471 class A common shares.
|
(3)
|
The information with respect to LVMH Moët Hennessy Louis Vuitton SE (LVMH) relates only to class A common shares and is derived from its Schedule 13D report filed with the SEC on December 27, 2018. The report states that LVMH, through its wholly-owned subsidiary, has the sole power to vote, or to direct the vote of, and the sole power to dispose of, or to direct the disposition of, 12,646,787 class A common shares.
|
(4)
|
The information with respect to The Vanguard Group (“Vanguard”) relates only to class A common shares and is derived from its Schedule 13G/A report filed with the SEC on February 11, 2019. The report states that (a) Vanguard is a registered investment adviser and is reporting on behalf of itself and two wholly-owned subsidiaries, and (b) Vanguard has sole voting power with respect to 100,032 class A common shares, sole dispositive power with respect to 8,687,188 class A common shares, shared voting power with respect to 14,269 class A common shares and shared dispositive power with respect to 106,404 class A common shares.
|
(5)
|
The information with respect to Dimensional Fund Advisors LP (“Dimensional”) relates only to class A common shares and is derived from its Schedule 13G/A report filed with the SEC on February 8, 2019. The report states that (a) Dimensional is a registered investment adviser, (b) Dimensional furnishes investment advice to four registered investment companies and serves as an investment manager to certain other commingled group trusts and separate accounts, in certain cases with subsidiaries of Dimensional as advisers or sub-advisers, and (c) Dimensional has sole dispositive power with respect to 8,131,65 class A common shares and sole voting power with respect to 7,886,943 class A common shares.
|
(6)
|
The information with respect to The Goldman Sachs Group, Inc. ("Goldman") relates only to class A common shares and is derived from its Schedule 13G report filed with the SEC on February 5, 2019. The report states that (a) Goldman is a parent holding company and (b) that it shares voting and dispositive power with respect to 5,423,209 class A common shares with Goldman Sachs & Co. LLC.
|
(7)
|
The information with respect to Giuseppe Statuto ("Mr. Statuto") relates only to class A common shares and is derived from its Schedule 13G filed with the SEC on November 29, 2018. The report states that (a) SLHRE FIN 1 S.R.L., a private company with limited liability incorporated under the laws of Italy ("FIN1") beneficially owns 3,703,557 class A common shares, (b) SLHRE FIN 2 S.R. L., a private company with limited liability incorporated under the laws of Italy ("FIN2") beneficially owns 1,586,465 class A common shares, and (c) Mr. Statuto beneficially owns 5,290,022 class A common shares by virtue of Mr. Statuto being the sole shareholder and sole director of FIN1 and FIN2 and sharing the power to vote, or direct the vote of, and to dispose, or direct the disposition of, all class A common shares owned by FIN1 and FIN2.
|
(8)
|
Class A common shares only.
|
Name (1)
|
|
No. of
Class
A Shares (2)
|
|
|
|
|
|
Harsha V. Agadi (3)(4)
|
|
135,685
|
|
Ingrid Eras-Magdalena (5)
|
|
126,734
|
|
Roland A. Hernandez (6)
|
|
345,490
|
|
Mitchell C. Hochberg (3)(7)
|
|
238,716
|
|
Ruth A. Kennedy (8)
|
|
85,435
|
|
Richard M. Levine (9)
|
|
487,263
|
|
Ian Livingston (10)
|
|
49,408
|
|
Martin O'Grady (11)
|
|
454,843
|
|
Demetra Pinsent (12)
|
|
23,894
|
|
Gail Rebuck (13)
|
|
62,355
|
|
Daniel Ruff (14)
|
|
30,300
|
|
H. Roeland Vos (15)
|
|
420,951
|
|
All current directors and current executive officers as a group (12 persons)
|
|
2,461,074
|
|
Name
|
|
No. of
Class A
Shares
|
|
No. of
Class B
Shares
|
|
Combined
Voting
Power
|
|||
|
|
|
|
|
|
|
|||
Belmond Holdings
|
|
—
|
|
|
18,044,478
|
|
|
63.7
|
%
|
Blackrock Inc.
|
|
12,913,471
|
|
|
—
|
|
|
4.6
|
%
|
LVMH Moët Hennessey Louis Vuitton SE
|
|
12,646,787
|
|
|
—
|
|
|
4.5
|
%
|
The Vanguard Group
|
|
8,793,592
|
|
|
—
|
|
|
3.1
|
%
|
Dimensional Fund Advisors
|
|
8,131,656
|
|
|
—
|
|
|
2.9
|
%
|
The Goldman Sachs Group, LLC
|
|
5,423,209
|
|
|
|
|
1.9
|
%
|
|
Giuseppe Statuto
|
|
5,290,022
|
|
|
|
|
|
||
All current directors and current executive officers as a group (12 persons)
|
|
2,461,074
|
|
|
18,044,478
|
|
|
64.6
|
%
|
Plan category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
Weighted-average exercise price of outstanding options, warrants and rights
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
|
(a)
|
(b)
|
(c)
|
Equity compensation plans approved by security holders (1)
|
3,819,084 (2)
|
$11.57(3)
|
3,917,005 (4)
|
|
|
2018
|
|
2017
|
||
Year ended December 31,
|
|
$
|
|
$
|
||
|
|
|
|
|
||
Audit fees
|
|
2,802,000
|
|
|
2,657,000
|
|
Audit-related fees
|
|
156,000
|
|
|
132,000
|
|
Tax fees
|
|
279,000
|
|
|
360,000
|
|
All other fees
|
|
147,000
|
|
|
19,000
|
|
Total
|
|
3,384,000
|
|
|
3,168,000
|
|
|
Page
Number
|
|
|
1. Financial Statements
|
|
|
|
Reports of independent registered public accounting firm
|
|
|
|
|
|
Consolidated financial statements - years ended December 31, 2018, 2017 and 2016:
|
|
Balance sheets (December 31, 2018 and 2017)
|
|
Statements of operations
|
|
Statements of comprehensive income
|
|
Statements of cash flows
|
|
Statements of total equity
|
|
Notes to financial statements
|
|
|
|
2. Financial Statement Schedule
|
|
|
|
Schedule II — Valuation and qualifying accounts (years ended December 31, 2018, 2017 and 2016)
|
|
|
|
3. Exhibits
|
|
|
|
Exhibit Index
|
Exhibit No.
|
|
Incorporated by Reference to
|
|
Description
|
|
|
|
|
|
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|
||
|
|
Exhibit No.
|
|
Incorporated by Reference to
|
|
Description
|
|
|
|
|
|
|
|
|
||
|
|
|
||
|
|
|||
|
|
|||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|||
101
|
|
|
|
Interactive data file
|
Column A
|
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
|||||||||||
|
|
|
|
Additions
|
|
|
|
|
|
|
|||||||||
|
|
Balance at beginning of period
|
|
Charged to costs and expenses
|
|
Charged to
other accounts |
|
Deductions
|
|
Balance at end of period
|
|||||||||
Description
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Year ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for doubtful accounts
|
|
544,000
|
|
|
69,000
|
|
|
(43,000
|
)
|
|
(2)
|
|
(31,000
|
)
|
|
(1)
|
|
539,000
|
|
Valuation allowance on deferred tax assets
|
|
49,337,000
|
|
|
5,547,000
|
|
|
(3,933,000
|
)
|
|
(3)
|
|
—
|
|
|
|
|
50,951,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Year ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for doubtful accounts
|
|
420,000
|
|
|
181,000
|
|
|
33,000
|
|
|
(2)
|
|
(90,000
|
)
|
|
(1)
|
|
544,000
|
|
Valuation allowance on deferred tax assets
|
|
70,241,000
|
|
|
2,215,000
|
|
|
(23,119,000
|
)
|
|
(3)
|
|
—
|
|
|
|
|
49,337,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Year ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for doubtful accounts
|
|
291,000
|
|
|
109,000
|
|
|
19,000
|
|
|
(2)
|
|
1,000
|
|
|
(1)
|
|
420,000
|
|
Valuation allowance on deferred tax assets
|
|
69,928,000
|
|
|
4,876,000
|
|
|
(4,563,000
|
)
|
|
(3)
|
|
—
|
|
|
|
|
70,241,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
(1)
Bad debts written off, net of recoveries.
|
|||||||||||||||||||
(2)
Foreign currency translation adjustments.
|
|||||||||||||||||||
(3)
This amount was charged to income tax expense, but is fully offset by the income tax benefit generated when recording the corresponding deferred tax asset.
|
|
BELMOND LTD.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Martin O’Grady
|
|
|
Martin O’Grady
|
|
|
Executive Vice President, Chief Financial Officer
|
Name
|
|
Title
|
|
|
|
|
|
|
/s/ Harsha V. Agadi
|
|
Director
|
Harsha V. Agadi
|
|
|
|
|
|
|
|
|
/s/ Roland A. Hernandez
|
|
Chairman and Director
|
Roland A. Hernandez
|
|
|
|
|
|
|
|
|
/s/ Mitchell C. Hochberg
|
|
Director
|
Mitchell C. Hochberg
|
|
|
|
|
|
|
|
|
/s/ Ruth A. Kennedy
|
|
Director
|
Ruth A. Kennedy
|
|
|
|
|
|
|
|
|
/s/ Ian Livingston
|
|
Director
|
Ian Livingston
|
|
|
|
|
|
|
|
|
/s/ Demetra Pinsent
|
|
Director
|
Demetra Pinsent
|
|
|
|
|
|
|
|
|
/s/ Gail Rebuck
|
|
Director
|
Gail Rebuck
|
|
|
|
|
|
|
|
|
/s/ H. Roeland Vos
|
|
President, Chief Executive Officer and Director
|
H. Roeland Vos
|
|
|
|
|
|
|
|
|
/s/ Martin O’Grady
|
|
Executive Vice President, Chief Financial Officer (Chief Accounting Officer)
|
Martin O’Grady
|
|
|
(A)
|
You and the Employer entered into a service agreement on 20 September 2015 (the “
Initial Service Agreement
”) which was amended by a deed of amendment entered into between you, the Employer and Belmond Ltd on 15 December 2017 (the “
Deed of Amendment
”).
|
(B)
|
You and the Employer wish to amend the terms of the Initial Service Agreement by amending and restating the Initial Service Agreement, which is replaced and superseded in its entirety by this agreement provided, however, that the sections of the Deed of Amendment that related and applied to the Initial Service Agreement are hereby restated and shall apply to this Agreement in the same manner that they applied to the Initial Service Agreement (this agreement as so amended by the Deed of Amendment being the “
Agreement
”) save that it is acknowledged and agreed that the provisions of section 3 of the Deed of Amendment (relating to PHI coverage) shall cease to apply, such provisions having been amended and incorporated into clause 11 of this Agreement.
|
(C)
|
You and the Employer agree that your employment shall not terminate due to the expiry of the Initial Fixed Term (as defined below) and shall automatically be extended for the Extended Fixed Term (as defined below), subject to the other terms of this Agreement. You and the Employer agree that, save for the clarification in clause 10.2 below, nothing in this Agreement shall have the effect of amending the terms of the side letter agreement entered into between you and the Employer on 20 September 2015 (the “
Side Letter
”).
|
(D)
|
For the avoidance of doubt, these recitals shall form part of this Agreement.
|
1
|
STARTING EMPLOYMENT
|
1.1
|
Your employment with the Company started on 20 September 2015 (the “
Effective Date
”). No other previous employment counts as continuous with your employment under this Agreement.
|
1.2
|
You warrant that you are not bound by any obligations that restrict you from carrying out any of your duties under this Agreement.
|
2
|
RIGHT TO WORK IN THE UK - INFORMATION AND CHECKS
|
2.1
|
You must tell us immediately of any changes in your immigration status or personal circumstances which may affect your right to work in the UK.
|
2.2
|
We may provide the Home Office with information about you from time to time if we are required to do so.
|
3
|
JOB TITLE AND DUTIES
|
3.1
|
Your job title will be President and Chief Executive Officer of the Employer and of its parent company, Belmond Ltd (as defined in clause 32).
|
3.2
|
During your employment, you must:
|
(a)
|
use your best endeavours to promote, protect, develop and further our business and the business of any Group Company;
|
(b)
|
save as provided in clause 22, unless prevented by incapacity, devote the whole of your working time, attention and abilities to our business;
|
(c)
|
diligently exercise such powers and perform any duties consistent with your role that the Board may assign to you;
|
(d)
|
comply with all reasonable and lawful directions consistent with your role that the Board may give you;
|
(e)
|
conduct your personal and working life in a way that does not damage or risk damaging our reputation;
|
(f)
|
familiarise yourself and comply with any policies, procedures and rules that we may issue from time to time;
|
(g)
|
promptly disclose to the Board any information which comes into your possession which may materially adversely affect our interests;
|
(h)
|
not exceed the limits of any authority that the Board give you from time to time; and
|
(i)
|
not commit us to any expenditure or obligations of an unusually onerous or exceptional nature without the prior consent of the Board.
|
3.3
|
You must promptly disclose to the Board any material breach by us or any Group Company (or any of its directors, officers, employees or agents) of any legal or applicable regulatory obligation, any material financial mismanagement or any other malpractice of ours or of any Group Company which comes to your attention.
|
3.4
|
You must comply with, and do such things as are necessary to ensure compliance by us and any relevant Group Company with, all our, or any Group Company’s, legal and compliance policies and procedures in relation to insider trading and anti-bribery, as well as our obligations under U.S. securities laws and the New York Stock Exchange rules and all other applicable laws, including the UK Bribery Act of 2010.
|
4
|
HOLDING OFFICE AS A DIRECTOR
|
4.1
|
Your basic salary is inclusive of any fees due to you from us or any Group Company as an officer of the Employer or any Group Company.
|
4.2
|
As part of your role and subject always to the terms of the Employer’s charter, by-laws or other constitutional documents (including, without limitation, those relating to the removal of directors), you will remain appointed a director of the Employer and you will, if required to do so by the Board from time to time, be appointed a director of any other Group Company, subject always to the terms of the relevant Group Company’s charter, by-laws or other constitutional documents.
|
4.3
|
Except with the prior approval of the Board you must not resign as a director of the Employer or of any Group Company unless your resignation is for a Good Reason.
|
4.4
|
While you hold the office of director of the Employer or of any Group Company you must:
|
(a)
|
act as such a director and carry out duties consistent with that capacity for and on our, or any Group Company’s, behalf including, if so required by the Board, acting as an officer or consultant of any Group Company;
|
(b)
|
familiarise yourself with and observe our, and any relevant Group Company’s, constitution (as altered from time to time);
|
(c)
|
comply with all duties, responsibilities and obligations (whether statutory, fiduciary or common law) as a director of the Employer and any relevant Group Company; and
|
(d)
|
not do anything that would cause you to be disqualified from acting as a director, either by law or under our, or any relevant Group Company’s constitution.
|
4.5
|
On termination of your employment (or, at any other time, upon the request of the Board), for any reason, you will, without compensation or payment:
|
(a)
|
resign with immediate effect as a director of the Employer and of any Group Company and from any other position which you may hold as a director or a trustee for reasons connected with your employment; and
|
(b)
|
transfer to us or as we direct any shares or other securities held by you solely in the capacity of a nominee or trustee for the Employer or any Group Company and deliver to the Employer the related certificates.
|
5
|
WORKING HOURS
|
5.1
|
You will be required to work such hours as are required to fulfil your obligations under this Agreement which shall be no less than 9.00 a.m. to 6.00 p.m. Monday to Friday. For the avoidance of doubt, you will be required to work additional hours, including hours at weekends or during public holidays, whenever this is reasonably necessary to carry out your duties properly. This has already been taken into account in determining your salary and benefits and you will not be entitled to extra pay if you work additional hours. We may vary your core working hours from time to time on reasonable notice.
|
5.2
|
You agree that you may work for more than an average of 48 hours a week unless you notify us in writing at the time of signing this Agreement that you do not wish to do so. If you change your mind about the agreement to work for more than an average of 48 hours a week, you must give us three months’ notice in writing.
|
5.3
|
If we request, you must keep such records and permit such monitoring or restrictions of your working time as we require.
|
6
|
PLACE OF WORK
|
6.1
|
Your normal place of work will be the Employer’s London office.
|
6.2
|
Where we have reasonable grounds for doing so, we may change your normal place of work to any other location within the Greater London area on giving you reasonable advance notice.
|
6.3
|
As part of your duties, we may require you:
|
(a)
|
to travel both within the UK and overseas; and
|
(b)
|
to work temporarily at any location within the UK or overseas, including the premises of any Group Company.
|
7
|
SALARY AND EXPENSES
|
7.1
|
Your basic salary will be £617,922 (having been increased to take account of inflation as of 1 March 2017 from your original salary of £605,806) per year. For the avoidance of doubt, any adjustments to be made pursuant to the terms of the Deed of Amendment shall be calculated by reference to the increased basic salary referred to above, provided that the Commencement Exchange Rate shall remain as originally defined in the Deed of Amendment (i.e. by reference to the exchange rate on Friday, 18 September 2015).
|
7.2
|
We will pay your salary monthly in arrears by equal monthly instalments on or around the last working day of each month in respect of the whole calendar month by transfer into a UK bank account of your choice.
|
7.3
|
There is no right to a review or to an increase of your basic salary. When reviewing salaries, we may take into account whatever factors we consider appropriate. These will not necessarily be the same from year to year or as between employees of similar status. Any increase is discretionary. We will not pay any increase (whether notified to you or not) if either party has given the other notice of termination of employment before that increase takes effect.
|
7.4
|
We will reimburse all reasonable business expenses as long as they are supported by receipts and reasonably incurred by you in the proper performance of your duties in accordance with our current expenses policy.
|
7.5
|
Any payments due from you to us (or to a Group Company) may be deducted from your salary and from any other money due to you from us (or from a Group Company). As you know, you are not permitted as the CEO and President of a company listed on the New York Stock Exchange to have any loans from any Group Company.
|
7.6
|
We shall pay (or reimburse you) for: (i) the cost of the first £5,000 of the reasonable legal fees incurred by you in obtaining advice on the terms of this agreement and the Change in Control Agreement; and (ii) 50% of any additional reasonable legal fees incurred by you in obtaining advice on the terms of this agreement and the Change in Control Agreement, in each case following receipt by us of appropriate evidence of such legal fees having been incurred by you. Any payment to you under this clause shall be subject to such deductions for income tax and employee’s National Insurance contributions as are legally required.
|
8
|
BONUS
|
8.1
|
You shall for the duration of the Initial Fixed Term (as defined by clause 19.1) and, if applicable, the Extended Fixed Term (as defined by clause 19.2), be entitled to participate in the Employer’s annual incentive plan, in accordance with and, save as otherwise provided in this clause 8, subject to the rules of the plan in force from time to time.
|
8.2
|
Under the current annual incentive plan, you will be entitled to receive an annual bonus subject to the Compensation Committee being satisfied that Goals and Objectives relating to your individual performance as well as the specified Belmond Ltd financial performance metrics during a financial year have been met. In respect of each financial year, we will notify you of:
|
(a)
|
your Goals and Objectives; and
|
(b)
|
the percentage proportion of your bonus payment which shall be referable to your achievement of your Goals and Objectives (the “
Individual Proportion
”) and the percentage proportion of your bonus payment which shall be referable to Belmond Ltd’s achievement of its budgeted EBITDA (the “
Company Proportion
”).
|
8.3
|
It is agreed that for the duration of the Initial Fixed Term and, if applicable, the Extended Fixed Term, your “
on-target
” bonus payment shall not fall below an amount equivalent to 100 per cent. of your basic salary provided always that in respect of the:
|
(a)
|
Individual Proportion, you have met (but not exceeded) all your Goals and Objectives (i.e. achieved a score of 100 per cent.); and
|
(b)
|
Company Proportion, Belmond Ltd has achieved 100 per cent. of its budgeted EBITDA in the relevant financial year.
|
8.4
|
Subject to clause 8.3 above:
|
(a)
|
we may, at any time, modify, replace or discontinue a bonus scheme in respect of subsequent years, provided that to the extent that any such modification, replacement or discontinuance is adverse to you (as opposed to beneficial to others) you shall be treated no less favourably than any other member of the senior executive team; and
|
(b)
|
a bonus in one year will not give you any right to be awarded a bonus in any subsequent year.
|
8.5
|
Any bonus payable under this clause 8 shall be paid less any deductions required by law and in accordance with the rules of the annual incentive plan, with such payments usually being paid by the Employer between 1 March and 15 April of the calendar year immediately following the calendar year in respect of which the bonus was earned.
|
8.6
|
Save pursuant to the terms of the Change in Control Agreement, we will not pay a bonus to you if at the date on which the bonus is paid you are no longer employed by us, or if either party has given the other notice of termination of employment save that, in respect of the bonus earned in the calendar years 2018 and 2020, you need only be employed on 31
st
December in that year.
|
8.7
|
Notwithstanding the foregoing, but without duplication of any other entitlement to an annual bonus under this clause 8, upon the consummation of a Change in Control (as defined in the Change in Control Agreement), the following shall apply with respect to your annual bonus: (i) if a Change in Control occurs during the 2018 calendar year or prior to the date on which your bonus for the 2018 calendar year is paid (which would customarily be in the following year), your annual bonus for 2018 will be deemed automatically achieved at the 100% “on-target” level, and (ii) if a Change in Control occurs during the 2019 calendar year, a prorated portion of your 2019 bonus will be deemed automatically achieved at the 100% “on-target” level, prorated based on the number of calendar days of such year elapsed up until the closing date of the Change in Control; in each such case such bonus will be subject to your continued employment with the Employer until the closing date of the Change in Control and will be paid within 30 days of such closing date of such Change in Control. For avoidance of doubt, in the event that a Change in Control does not occur during 2018 or 2019, your annual bonus shall remain subject to the terms and conditions of the 2015 Corporate Annual Incentive Programme and the achievement of your Goals and Objectives to which your bonus is otherwise subject under this clause 8 and, in the event that a Change in Control does occur during 2019, the same shall apply to the portion of your annual bonus that relates to any period of employment after the closing date of the Change in Control.
|
8.8
|
Payments made and benefits conferred in respect of bonus will not be consolidated into base salary, nor will they count towards any remuneration-related benefits such as pension entitlement or life assurance.
|
8.9
|
For the avoidance of doubt if there is any conflict between this clause 8 and the rules of the Employer’s annual incentive plan in force from time to time, the terms of this clause 8 shall prevail.
|
8.10
|
You understand and acknowledge that you will be subject to the clawback regulations of the U.S. Securities Exchange Commission and the New York Stock Exchange and any other applicable laws, as well as any such clawback policies currently set out in the rules of the existing 2015 Corporate Annual Incentive Programme or subsequently instituted as required by law or regulation by the Employer or any Group Company with respect to any bonus granted to you.
|
9
|
INITIAL INCENTIVE AWARD
|
9.1
|
The Employer shall procure that you are granted an initial incentive award in the form of stock options, subject to the rules of Belmond Ltd’s Long Term Incentive Plan (the “
LTIP
”) in force from time to time and the terms of the Side Letter. A copy of the LTIP and details of the initial incentive award shall be provided by the Employer to you separately.
|
9.2
|
You understand and acknowledge that you will be subject to the clawback regulations of the U.S. Securities Exchange Commission and the New York Stock Exchange and otherwise in accordance with the terms of the Side Letter.
|
10
|
LONG TERM INCENTIVE PLAN
|
10.1
|
The Employer shall procure that you shall continue to receive annual incentive awards in the form of performance shares, restricted or deferred shares and stock options, subject to the rules of the LTIP in accordance with and subject to the rules of the LTIP in force from time to time and the terms of the Side Letter. Details of your LTIP participation entitlement for this year shall be provided by the Employer to you separately.
|
10.2
|
The Employer shall procure that prior to or concurrently on a Change in Control (i) all of your outstanding unvested awards that are not performance shares will vest in full, and (ii) all of your outstanding unvested awards that are performance shares will vest in full at the target level or at such greater level as may be provided in the definitive agreement for the Change in Control transaction. For the purposes of this Agreement and for the purposes of paragraph 9 of the Side Letter, Change in Control shall have the meaning given to it in paragraphs (a) to (d) of Section 10 of the rules of the LTIP only and, for the avoidance of doubt, the use of that defined term shall not be interpreted as giving rise to any other requirement in addition to the relevant event referred to in paragraphs (a) to (d) of Section 10 of the rules of the LTIP taking place.
|
10.3
|
If your employment is terminated without Cause or you resign for Good Reason then (to the extent vesting of your options and awards is not accelerated in accordance with their terms) your options and awards shall remain in force and continue to vest notwithstanding the termination of your employment.
|
10.4
|
You understand and acknowledge that you will be subject to the clawback regulations of the U.S. Securities Exchange Commission and the New York Stock Exchange and otherwise in accordance with the terms of the Side Letter.
|
11
|
INSURANCE
|
11.1
|
From the Effective Date, and during your employment, you shall, provided you meet (and continue to meet) the relevant insurer’s eligibility terms, conditions and requirements, be entitled to participate in such personal accident insurance, private medical expenses insurance, life assurance and permanent health insurance (“
PHI
”) arrangements as the Employer has in place for its London based senior executive team from time to time, at the rate and/or level of cover then applicable to other members of the existing London based senior executive team or higher.
|
11.2
|
As an alternative to the PHI arrangements in clause 11.1 (the “standard PHI arrangements”), you may elect to take out a permanent health insurance or income protection scheme in your own name (the “alternative PHI arrangements”) and the Employer shall (during the course of your employment) reimburse you for the cost of that scheme up to a maximum of 110 per cent. of the cost to the Employer of providing the standard PHI arrangements. In the event that:
|
(a)
|
you elect to take the alternative PHI arrangements;
|
(b)
|
your employment terminates before the Subsequent Expiry Date (as defined in clause 19); and
|
(c)
|
you are, at the point of termination, in receipt of benefits under the alternative PHI arrangements (or are in the process of making a claim those arrangements)
|
11.3
|
To the extent possible under the existing private medical expenses insurance arrangements (as set out in clause 11.1) the Employer will cover you, your wife and unmarried dependent children below the age of 21 (or such other age limit provided generally under the Employer’s group medical insurance plan from time to time).
|
11.4
|
The benefits available under any current or any replacement scheme will depend upon the terms, conditions and requirements of that scheme from time to time and whether or not the relevant insurer considers them to be satisfied. We will pay benefits to you only to the extent that and for so long as we receive benefits from the relevant insurer for payment to you.
|
11.5
|
Subject to clause 11.1, we may, at any time, modify, replace or discontinue any such scheme at our discretion. The terms, conditions and requirements of any current or replacement scheme may change from time to time. The replacement, discontinuance or change in terms, conditions or requirements of a scheme may result in the loss of any benefit you may be receiving or about to receive at the time.
|
11.6
|
If the relevant insurer refuses or otherwise fails to provide cover or benefits under the personal accident, private medical expenses, life assurance and/or PHI scheme, we will pass to the insurer such reasonable representations as you may wish to make in respect of such refusal or failure. However, we will have no duty to take any further steps or to incur expense in
|
11.7
|
If you elect to take the standard PHI arrangements and you are in receipt of benefits under the current or any replacement PHI scheme (or for so long as you are in the process of making a claim under any such scheme), we agree that your employment shall not terminate automatically on the Subsequent Expiry Date and further that we shall not terminate your employment (other than pursuant to and in accordance with clause 19.10, other than clauses 19.10(f) and 19.10(h), but not for the avoidance of doubt solely on account of your inability to perform your duties due to your ill-health), provided that Executive understands and agrees that (without prejudice to your rights in relation to clauses 9, 10, 19.4 and 19.7 of this agreement, the Side Letter and the Change in Control Agreement) you shall not receive any other compensation and/or benefits other than benefits pursuant to the PHI scheme (and private medical expenses insurance subject to and in accordance with clause 11.3 above) once you become entitled to benefits under the PHI scheme; and provided further that Executive agrees that, regardless of whether you are in receipt of such benefits, your employment will, in any event, and unless otherwise agreed, terminate on the earlier of (i) 26 November 2022 or (ii) the date (if any) on which you elect to terminate your employment pursuant to and in accordance with clause 19.7 or (iii) the date (if any) on which your employment is terminated pursuant to clause 19.10 (other than clauses 19.10(f) and 19.10(h)), but not for the avoidance of doubt solely on account of your inability to perform your duties due to your ill-health, in each case regardless of whether this results in your losing any existing or prospective benefits under the PHI scheme.
|
11.8
|
If the relevant insurer accepts a claim relating to you for benefits under either the standard PHI arrangements or alternative PHI arrangements:
|
(a)
|
you will cease to be entitled to any further salary or sick pay from us during any period in which benefits are paid; and
|
(b)
|
we may appoint another individual to fulfil your duties on a temporary or permanent basis.
|
11.9
|
Any request by you for the terms of the insurances set out in this clause 11 (or any other benefits offered by the Employer) to be enhanced will be considered by the Board of Belmond Ltd when it next reviews the benefits payable to the London based senior executive team.
|
12
|
HOUSING PROVISION/ALLOWANCE AND COMMUTATION EXPENSES
|
12.1
|
During your employment and until the end of the month following termination of your employment, the Employer shall be responsible for arranging and paying for your reasonable accommodation costs under the terms of a rental agreement acceptable to the Employer for a furnished apartment in London (for your non exclusive use), such apartment to be acceptable to you (in your reasonable discretion) with a rental value of no more than £7,500 per month, and for the avoidance of doubt, you are not entitled to any housing allowance from any Group Company.
|
12.2
|
Subject to production of receipts or other appropriate evidence of payment, the Employer shall reimburse you in respect of the cost of travel expenses reasonably incurred by you in travelling between London and your family homes in Brussels and Amsterdam. There shall be no limit to the number of times per year you may choose to travel provided that the clear understanding and expectation between you and the Employer is that unless you are away on business, holiday or sickness absence, you will work from the Employer’s London offices from Monday to Friday.
|
13
|
PENSION
|
13.1
|
Following your decision to opt out of the Company’s Group Personal Pension Scheme (the “
Scheme
”), the Company will, until such time (if any) as the Company is legally required to re-enrol you in the Scheme or any replacement pension scheme, pay to you an annual cash allowance (the “
Annual Cash Pension Allowance
”) subject to such deductions for income tax and employee’s National Insurance contributions as are legally required. The gross amount (prior to the deduction of income tax and employee’s National Insurance contributions) of the Annual Cash Pension Allowance shall be calculated as follows: (i) an amount equal to seven per cent. of your gross annual basic salary, less (ii) the amount that is equal to the employer’s National Insurance contributions that the Company would have to account for if it paid the amount specified in (i). We will pay your Annual Cash Pension Allowance by equal monthly instalments in arrears in the same manner as your basic annual salary.
|
13.2
|
For the avoidance of doubt, the Annual Cash Pension Allowance will not be taken into consideration in determining the level or amount of any of your employment benefits and/or incentive arrangements (including, without limitation, any payments or benefits under the LTIP and/or any bonus) whether provided by or on behalf of any Group Company.
|
14
|
HOLIDAYS
|
14.1
|
Our holiday year runs from 1 January to 31 December.
|
14.2
|
In addition to public holidays, you will be entitled to 25 days’ paid holiday in each complete holiday year.
|
14.3
|
Your entitlement to holiday will accrue on a daily basis and, subject to obtaining approval from the Chairman, may be taken before it has accrued (although you cannot take holiday entitlement from any following holiday year).
|
14.4
|
Your entitlement to holiday (including public holidays) is inclusive of your entitlement to statutory annual holiday and additional statutory annual holiday. In any holiday year your entitlement to holiday (including public holidays) will be taken in the following order: statutory annual holiday followed by additional statutory annual holiday followed by non-statutory holiday.
|
14.5
|
You should always give reasonable advance notice of any proposed holiday dates to the Chairman.
|
14.6
|
If we or you have given the other notice of termination of employment, we may require you to use any remaining holiday entitlement during the notice period.
|
14.7
|
If your employment terminates part way through a holiday year we will pay you l/260 of your salary for each day’s holiday which has accrued for that holiday year but not been taken. If you have exceeded your accrued entitlement, you must repay the appropriate sum (adopting the same calculation set out above). We may deduct any repayment from any sums due to you.
|
15
|
SICK PAY
|
15.1
|
Subject to your compliance with the Employer’s policy on notification and certification of periods of absence from work as disclosed to you, you may, at the Board's sole discretion, continue to be paid your basic salary and, where it is considered appropriate, any bonus payable during any period of absence from work due to sickness, injury or other incapacity. Any such payment will be inclusive of any statutory sick pay payable in accordance with applicable legislation in force at the time of absence.
|
15.2
|
You will not be paid during any period of absence from work (other than due to holiday, sickness, injury or other incapacity) without the prior permission of the Board.
|
15.3
|
For SSP purposes, your qualifying days will be Monday to Friday.
|
16
|
SICKNESS ABSENCE
|
17
|
MEDICAL EXAMINATIONS
|
17.1
|
We may, at our expense and at any time (whether you are absent from work or not), require you:
|
(a)
|
to obtain and give to us a medical report from your GP or another person responsible for your clinical care; and/or
|
(b)
|
to be examined or tested by a medical practitioner appointed by us so that we can receive medical advice about you.
|
17.2
|
Subject to your rights under the Access to Medical Reports Act 1988, you must not refuse, fail to attend or arrange appointments or refuse your consent to the disclosure of any report or test results.
|
18
|
DIRECTORS’ & OFFICERS’ LIABILITY INSURANCE
|
18.1
|
We will maintain Directors’ and Officers’ Liability insurance for you in respect of those liabilities which you may incur as a director or officer of the Employer or any Group Company. The risks covered and time limitations are subject to the terms of the policy as amended from time to time. A copy of the policy is available from the Company Secretary.
|
19
|
EXPIRY DATE AND TERMINATION OF EMPLOYMENT
|
19.1
|
Your Initial Service Agreement was for a fixed term which will end on 31 December 2018 (the “
Expiry Date
”) unless terminated earlier or extended as set out below (the “
Initial Fixed Term
”).
|
19.2
|
The Initial Fixed Term shall be extended under this Agreement for a two-year period (the “
Extended Fixed Term
”) ending (save in circumstances envisaged by and provided for in clause 11.7) on 31 December 2020 (the “
Subsequent Expiry Date
”), when (unless otherwise agreed by the parties) it shall end, unless this Agreement is terminated earlier in accordance with its terms.
|
19.3
|
Your employment shall, save in circumstances envisaged by and provided for in clause 11.7, automatically terminate on the Subsequent Expiry Date without the need for notice.
|
19.4
|
We may opt to terminate your employment at any time before the Expiry Date or the Subsequent Expiry Date (as the case may be) and, in lieu of any entitlement to be paid in relation to the unexpired period of the Initial Fixed Term (or, if termination occurs after the Expiry Date, the Extended Fixed Term) and subject always to clauses 19.5 and 19.6:
|
(a)
|
pay you the sum of $2,000,000 (two million US dollars) (the “
Severance Payment
”); and
|
(b)
|
(to the extent that we are able to) maintain private medical expenses insurance for you for a period of 18 months from the termination date (the “
Severance Period
”) (subject to the terms of the relevant policy or scheme) or (if maintaining private medical expenses insurance during the Severance Period is not possible) pay you a sum equal to the cost of you obtaining equivalent cover.
|
19.5
|
The Severance Payment will be paid in 18 equal instalments (subject to such deductions for tax and national insurance contributions as may be required) with one instalment being made in each of the 18 months of the Severance Period provided always that in respect of each month of the Severance Period you have:
|
(a)
|
not breached your obligations under clause 24.1 of this Agreement in such a way that the breach has a materially adverse effect on the Employer or any Group Company;
|
(b)
|
not breached your obligations under clause 24.2 of this Agreement in such a way that the breach has a materially adverse effect on the Employer or any Group Company; and
|
(c)
|
complied in full with your obligations under clause 29 of this Agreement.
|
19.6
|
Your entitlement to receive the Severance Payment is subject to the requirement that you enter into a valid and binding Settlement Agreement with the Employer (in which (subject to this clause 19.6) you waive all claims you may have against the Employer and any Group Company) prior to the date on which the first instalment of the Severance Payment is due. For the avoidance of doubt, the provisions of the Settlement Agreement shall not prevent you bringing proceedings to:
|
(a)
|
enforce any terms of this Agreement; the Deed of Amendment; the Side Letter; the Change in Control Agreement; the Indemnification Agreement or any subsequent contractual agreement in each case which survive the termination of your employment;
|
(b)
|
enforce the terms of the Settlement Agreement; and
|
(c)
|
enforce your rights in relation to your equity under the LTIP in accordance with the rules of the LTIP and the Side Letter.
|
19.7
|
Provided that you give the Employer three months’ notice in writing, you may resign at any time for a Good Reason and shall, subject always to clauses 19.5 and 19.6, be entitled to receive the Severance Payment following the termination of your employment by reason of such resignation.
|
19.8
|
If you give notice to terminate this Agreement under clause 19.7 (or otherwise any notice period is agreed in writing between the parties), we may at any time during the relevant notice period require you to remain away from our premises; to work from home; to carry out special projects outside the normal scope of your duties; not to contact customers, suppliers or employees of the Employer or any Group Company without our permission and not to carry out some or all of your normal duties. We may appoint another person to carry out any of your duties at such times. If we exercise this right, you will receive the salary and benefits to which you are entitled (including bonus, if any is payable) and you must:
|
(a)
|
immediately return to the Employer all documentation including any copies and articles or property in your possession custody or control belonging to the Employer or any Group Company;
|
(b)
|
immediately return to the Employer all documentation or articles which contain records of Confidential Information;
|
(c)
|
not (unless otherwise requested) enter onto the premises of the Employer or any Group Company without the prior written consent of the Chairman;
|
(d)
|
continue to comply with your implied duties, including those of good faith and fidelity; and
|
(e)
|
continue to comply with the express duties set out in this Agreement, except those from which we explicitly release you.
|
19.9
|
For the avoidance of doubt you and the Employer agree that during any period where you are required to remain away from our premises under clause 19.8:
|
(a)
|
the Employer has no duty to provide you with work;
|
(b)
|
you shall not commence any other employment or engagement; and
|
(c)
|
the Employer may require you to take any accrued but untaken holiday during any such period.
|
19.10
|
We may terminate your employment immediately without notice or payment in lieu of the unexpired period of the Initial Fixed Term (or, if termination occurs after the Expiry Date, the Extended Fixed Term) and without payment of the Severance Payment in appropriate circumstances (but subject to the provisions of clause 11.7), including but not limited to, if:
|
(a)
|
you commit any serious or (after due warning and with a material adverse effect on the Employer) repeated breach or non- observance of this Agreement or refuse or neglect to comply with any reasonable and lawful directions of ours, any Group Company, or the Board;
|
(b)
|
you are guilty of gross misconduct;
|
(c)
|
you have materially damaged or risk materially damaging the Employer’s reputation or the reputation of any Group Company;
|
(d)
|
you cause or permit a material breach of any applicable law or regulation (including but not limited to laws regarding health and safety and licensing);
|
(e)
|
you commit a material breach of confidentiality in relation to a customer of the Employer or any Group Company;
|
(f)
|
other than for a Good Reason, you resign from office as a director of the Employer or of Belmond Ltd or of any other Group Company or refuse to hold office as a director of the Employer or of Belmond Ltd or of a Group Company;
|
(g)
|
you fail or cease to meet the requirements of any regulatory body whose consent is required to enable you to undertake all or any of your duties under this Agreement or are in serious breach of the rules and regulations of such regulatory body or of the Employer’s Code of Conduct, Corporate Governance Guidelines, Employee Handbook or any compliance policy, such breach having a material adverse effect on the Employer;
|
(h)
|
you become prohibited by law from being a director;
|
(i)
|
you become bankrupt or make any arrangement or composition with or for the benefit of your creditors generally; or
|
(j)
|
you are convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed).
|
19.11
|
For the avoidance of doubt, notwithstanding the provisions set out in this clause 19, you shall not have any entitlement to, and will not be paid or provided with, any payments or benefits referred to in this clause 19 if any amount becomes payable and is paid to you under the Change in Control Agreement.
|
20
|
RETURN OF PROPERTY AND PASSWORDS
|
20.1
|
Upon termination of your employment (or, if requested to do so by the Board, upon the commencement of any garden leave period pursuant to clause 19.8) you must:
|
(a)
|
immediately return all items of our property which you have in your possession in connection with your employment (including any car, keys, security pass, mobile phone, computer, disks, tapes, memory sticks, business cards, credit cards, documents or copies of documents); and
|
(b)
|
if you have any document or information belonging to us on a personal computer (which is not to be returned under the above provisions), forward a copy to us and then (insofar as reasonably practicable) irretrievably delete the document or information. You will permit us to inspect any such computer on request to ensure such steps have been taken provided the extent of such inspection is solely for the purposes of ensuring such steps have been taken.
|
20.2
|
If asked to do so, you must inform us of any computer passwords used by you in the course of your employment or any passwords of which you are otherwise aware.
|
20.3
|
We may withhold payment of your final salary or any other payment due or outstanding upon termination of your employment until you have fully complied with your obligations to return property and, in so far as possible, reveal passwords.
|
21
|
GRIEVANCES, DISCIPLINARY ISSUES AND SUSPENSION
|
21.1
|
If you have a grievance relating to your employment, you should raise this in the first instance with the Chairman of the Audit Committee of the Board.
|
21.2
|
We have a Disciplinary Procedure. This is a policy document designed to apply where a disciplinary issue is contemplated. The procedure includes:
|
(a)
|
the disciplinary rules applicable to you; and
|
(b)
|
an appeal procedure designed to apply where you are dissatisfied with any disciplinary decision relating to you. Such an appeal should be made to the Chairman of the Audit Committee of the Board whose decision shall be final.
|
21.3
|
We may suspend you for however long we consider appropriate to investigate any aspect of your performance or conduct or to follow disciplinary proceedings. We may attach conditions to any such suspension. You must comply with any such conditions and co-operate fully with any investigation. During any period of suspension, you would normally receive the same pay and benefits as if you were at work, although we reserve the right to withdraw and/or defer pay and/or benefits in appropriate circumstances. Before doing so, we would normally follow the procedure set out in the Disciplinary Procedure.
|
21.4
|
The Grievance and Disciplinary Procedures are policy documents only. As policy documents, neither forms part of your terms and conditions of employment and accordingly we may change them from time to time or decide not to follow them. Copies are available from Human Resources.
|
22
|
OUTSIDE EMPLOYMENT AND INTERESTS
|
22.1
|
During your employment you must not, without our written permission, hold office in, be employed by, be engaged in or by, or have any direct or indirect interest in, any other business or organisation (other than as a shareholder of up to 3 per cent. of its issued shares for the purposes of investment only) save that you may retain your existing investment in Greeniant.
|
22.2
|
You warrant that you have resigned from your directorship of JOA Group Holding.
|
22.3
|
Notwithstanding clause 22.1, you may continue to hold and perform the duties associated with your directorship of Albron B.V. provided that, in the Board's reasonable opinion, there is no material conflict at any time between such position and duties and the duties which you owe under this Agreement or as a result of your directorship(s) of the Employer, Belmond Ltd or any Group Company.
|
23
|
SHARE DEALING AND OTHER CODES OF CONDUCT
|
24
|
CONFIDENTIALITY AND NON DENIGRATION
|
24.1
|
During and after your employment, you must not (unless required to do so by law, protected in doing so by a statutory right of protected disclosure or doing so in properly performing your duties under this Agreement):
|
(a)
|
use any trade secrets or Confidential Information for any purposes other than ours; or
|
(b)
|
disclose any trade secrets or Confidential Information to any person.
|
24.2
|
You will not at any time during or after your employment directly or indirectly make any statement or other remark in relation to the Employer, Belmond Ltd, any Group Company or a Specified Person which is intended to or might reasonably be expected to damage the reputation of or be detrimental to or otherwise critical of the Employer, Belmond Ltd, the Group Company or the Specified Person. The Employer agrees to use all reasonable endeavours both during and after your employment to ensure that no director or senior executive officer of the Employer, Belmond Ltd or any Group Company directly or indirectly makes any statement in respect of you which is intended to or might reasonably be expected to damage your reputation or be detrimental to or otherwise critical of you.
|
25
|
PERSONAL INFORMATION
|
25.1
|
We aim to comply with the provisions of the Data Protection Act 2018 and have adopted a Data Protection Policy, which includes an explanation of what data we process about you, and the purposes for which we do so. The Policy may be found in the Employer’s Employee Handbook.
|
25.2
|
You must tell us of any changes in your home address and other contact details.
|
26
|
MONITORING
|
27
|
INTELLECTUAL PROPERTY
|
27.1
|
You agree that, because of the nature of your duties and responsibilities, you are under a special obligation to further our interests.
|
27.2
|
You:
|
(a)
|
agree that all Works and any Inventions (including all Intellectual Property Rights in the Works and Inventions) belong to us from the date of creation;
|
(b)
|
(to the extent that they do not vest automatically) hereby assign to us with full title guarantee and free from all encumbrances (and in the case of copyright by way of a present assignment of future copyright) all Intellectual Property Rights in the Works and in any Inventions;
|
(c)
|
undertake to do anything reasonably required (both during and after the termination of your employment) to ensure that all such Intellectual Property Rights belong to or are assigned to us and to assist us in protecting or maintaining them (although we will not be obliged to do so);
|
(d)
|
will promptly disclose in writing and deliver any Inventions to us and will not disclose any Inventions to anyone else without our prior consent; and
|
(e)
|
(both during and after the termination of your employment) will give any information, explanations or demonstrations reasonably requested of you to enable us to make use of any Works or Inventions.
|
27.3
|
You undertake to do anything reasonably required (both during and after the termination of your employment) to ensure that any domain names registered in your name during the course of or in connection with your employment by us are assigned to us (although we will not be obliged to maintain any registrations).
|
27.4
|
If any moral right or analogous right arises in respect of any Work you:
|
(a)
|
hereby waive and agree not to assert (save as directed by us) such rights; and
|
(b)
|
will ensure that all applicable consents have been obtained to entitle us to make the fullest use of such rights without restriction or further payment.
|
27.5
|
You consent to our doing any act, which would, in the absence of such consent, infringe your rights in performance under Part II of the Copyright, Designs and Patents Act 1988 or any similar legislation in the world (such as recording a presentation or workshop given by you).
|
27.6
|
You irrevocably appoint such director as the Board may nominate to be your attorney and in your name and on your behalf to execute any documents and do any acts necessary to ensure that you comply with your obligations under this clause.
|
28
|
HEALTH AND SAFETY
|
28.1
|
In accordance with health and safety legislation, you must:
|
(a)
|
take reasonable care for the health and safety of yourself and other persons who may be affected by your acts or omissions;
|
(b)
|
co-operate with us to enable us to ensure so far as is reasonably practicable the health, safety and welfare at work of all our employees and to comply with any other duties or requirements relating to health and safety; and
|
(c)
|
not interfere with or misuse anything provided by us in the interests of health, safety or welfare.
|
29
|
RESTRICTIONS AFTER EMPLOYMENT
|
29.1
|
In this clause:
|
(a)
|
with whom you had material dealings or for whom you had responsibility on behalf of us or any Relevant Group Company at any time during that period; or
|
(b)
|
in respect of whom you obtained or otherwise received Confidential Information;
|
(a)
|
who at any time during the period of 12 months immediately before the Termination Date was engaged or employed as an employee, director or consultant by us or any Relevant Group Company (other than an individual in business on his/her own account providing professional independent advisory services to us or any Relevant Group Company);
|
(b)
|
with whom you worked to a material extent or for whom you had managerial responsibility at any time during that period; and
|
(c)
|
who was employed or engaged during that period in a senior, financial, managerial, creative, account handling, technical sales, professional or equivalent capacity;
|
(a)
|
provided by us or any Relevant Group Company in the ordinary course of our or their business during the period of 12 months immediately before the Termination Date; and
|
(b)
|
in respect of which you were directly concerned, were materially involved or had responsibility during your employment by us; or
|
(c)
|
about which you obtained or otherwise received Confidential Information;
|
(a)
|
who at any time during the period of 12 months immediately before the Termination Date provided products or services to us or any Relevant Group Company; and
|
(b)
|
with whom you had material dealings or for whom you had responsibility on behalf of us or any Relevant Group Company at any time during that period; or
|
(c)
|
in respect of whom you obtained or otherwise received Confidential Information;
|
29.2
|
In order to protect our and any Relevant Group Company’s confidential information, trade secrets, goodwill, customer/client base, potential customer/client base, supplier base, other business connections and stable workforce, you agree to be bound by the restrictions set out below.
|
29.3
|
For the periods set out below immediately following the Termination Date you will not either Directly or Indirectly:
|
(a)
|
for 12 months in competition with us or any Relevant Group Company provide, or be Materially Involved with any Person providing, Restricted Products or Services;
|
(b)
|
for 12 months encourage or try to encourage any Client or any Prospective Client either not to give custom or to take custom away from us or any Relevant Group Company;
|
(c)
|
for 12 months in competition with us or any Relevant Group Company either:
|
(i)
|
solicit or try to solicit the custom of any Client or any Prospective Client with a view to supplying that Client or Prospective Client with Restricted Products or Services; and/or
|
(ii)
|
supply Restricted Products or Services to any Client or any Prospective Client;
|
(d)
|
for 12 months:
|
(i)
|
solicit or try to solicit any Key Person; and/or
|
(ii)
|
employ or enter into partnership or association with or retain the services of any Key Person or offer to do so;
|
(e)
|
for 12 months solicit or try to solicit or place orders for the supply of products or services from any Supplier if a reasonably likely consequence is that the Supplier will cease supplying, materially reduce its supply or vary detrimentally the terms on which it supplies products or services to us or any Relevant Group Company.
|
29.4
|
Any period of restriction set out above will be reduced by one day for every day of any notice period during which we have required you both to remain away from our premises and not to carry out your normal duties.
|
29.5
|
In the event that this Agreement expires on either the Expiry Date or the Subsequent Expiry Date, you shall not be bound by the provisions of clause 29.3(a). For the avoidance of doubt, in the event that your employment is terminated in any other circumstances (including without limitation, in accordance with clause 19.4), you shall remain bound by your obligations in clause 29.3(a).
|
29.6
|
You undertake that:
|
(a)
|
if you receive an offer of employment or engagement with a Person other than us or any Group Company, either during your employment or during the period for which the restrictions set out above remain in force, you will immediately provide that Person with a complete copy of this clause and the relevant definitions; and
|
(b)
|
if you accept the offer, you will immediately notify us of the identity of the Person and your acceptance of the offer.
|
29.7
|
You agree that we are entering into the above restrictions and all relevant definitions for our own benefit and as trustee for each Relevant Group Company.
|
29.8
|
For the avoidance of doubt, you agree to the obligations and restrictions in this clause 29 in consideration of the Employer’s agreement to extend your employment under the terms of this Agreement for the Extended Fixed Period.
|
30
|
ASSISTANCE IN LEGAL PROCEEDINGS
|
31
|
THIS AGREEMENT
|
31.1
|
This Agreement will be governed by the laws of England and Wales and the Courts of England and Wales will have exclusive jurisdiction to adjudicate any disputes arising under it.
|
31.2
|
By signing this Agreement, you confirm that you are not entering into this Agreement with us in reliance upon any oral or written representations made to you by us or on our behalf.
|
31.3
|
This Agreement, the Deed of Amendment, the Side Letter, the Change in Control Agreement and the Indemnification Agreement contain the whole agreement between you and us in connection with your employment. This Agreement together with the Deed of Amendment replaces and supersedes all previous terms and conditions of employment between you and us (whether in writing or not) including, but not limited to, the Initial Service Agreement (save that nothing in this clause shall mean that the terms of the Side Letter, the Change in Control Agreement and the Indemnification Agreement are replaced or superseded except insofar as the terms of the Deed of Amendment apply).
|
31.4
|
There are no collective agreements that affect the terms and conditions of your employment.
|
31.5
|
Where there is a reference in this Agreement to the making of a payment or provision of a benefit, that payment or benefit shall be subject to such deductions for tax and national insurance contributions as may be required.
|
32
|
DEFINITIONS
|
32.1
|
In this Agreement:
|
(a)
|
lists of our or any Group Company’s actual or potential clients;
|
(b)
|
details of relationships or arrangements with or knowledge of the requirements of our or any Group Company’s actual or potential clients, including terms of business and pricing arrangements in force or under discussion;
|
(c)
|
details of our or any Group Company’s business methods, finances, prices or pricing strategy, marketing or development or management plans or strategies or forecasts;
|
(d)
|
details of any tenders, pitches or presentations proposed or made by us or any Group Company;
|
(e)
|
personal information about any of our directors or employees;
|
(f)
|
information divulged to us or any Group Company by a third party in confidence; and
|
(g)
|
any information relating to us or any Group Company or any of our clients which we, Group Company or the client in question reasonably considers (or is likely to consider) to be confidential.
|
(a)
|
you have been assigned duties inconsistent with the terms of this Agreement or your status as a senior executive officer of the Employer or a substantial adverse alteration in the nature or status of your responsibilities, it being understood that (i) a Change in Control which has the effect of you ceasing to hold the position of Chief Executive
|
(b)
|
the Employer reduces your annual base salary as in effect on the date hereof or as the same may be increased from time to time;
|
(c)
|
your principal place of employment is relocated to a location more than 50 miles from your principal place of employment or the Employer requiring you to be based anywhere other than such principal place of employment (or permitted relocation thereof);
|
(d)
|
the Employer fails to pay to you any portion of your current compensation within thirty (30) days of the date such compensation is due;
|
(e)
|
the Employer or any Group Company fails to continue in effect any compensation plan in which you participate which is material to your total compensation and to which you are contractually entitled, including but not limited to the stock option, bonus and other incentive plans in place from time to time, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Employer or a Group Company to continue your participation therein (or in such substitute or alternative plan) on a basis not materially less favourable, both in terms of the amount or timing of payment of benefits provided and the level of your participation relative to other participants. For the avoidance of doubt, a resignation will not be deemed to be a Good Reason resignation if the failure in this paragraph (e) is due to a requirement of the banking covenants of the Employer or any Group Company;
|
(f)
|
the Employer or Group Company:
|
(1)
|
fails to continue to provide you with employment benefits substantially similar to those that you participate in (and are contractually entitled to) on an individual basis (rather than benefits schemes (including, without limitation, personal accident insurance, private medical expenses insurance, life assurance and permanent health insurance) that you enjoy as a member of the senior executive team); or
|
(2)
|
in relation to employment benefits that you enjoy (and are contractually entitled to) as a member of the senior executive team, makes a materially detrimental change to any such benefit which only affects you (and no other member of the senior executive team).
|
(a)
|
capable of exploitation by us in the normal course of our business; or
|
(b)
|
so created, devised, developed, discovered or worked on by you during the course of or in connection with your employment by us;
|
(a)
|
patents, petty patents, short term patents, utility models, registered designs, trade or service marks, present and future copyright, performance rights, unregistered design rights, database rights, rights in any compilation of data, rights in any trade, brand or business names, rights in any trading style or get-up, rights in goodwill or any and all other analogous rights subsisting anywhere in the world whether registered or unregistered; and
|
(b)
|
any application for or any right to apply for registration of any such right; and
|
(c)
|
any revival, extension, renewal or reversion of any such right; and
|
(d)
|
the benefit (subject to the burden) of any agreement, arrangement or licence in connection with any such right;
|
(a)
|
capable of exploitation by us in the normal course of our business; or
|
(b)
|
so created, devised, developed, discovered, delivered or worked on by you during the course of or in connection with your employment by us.
|
32.2
|
References to “
we
”, “
us
” and “
our
” shall be to the Employer.
|
1.
|
Section 2 of the Severance Agreement is hereby amended in its entirety as follows:
|
2.
|
Section 4(a) of the Severance Agreement is hereby amended in its entirety as follows:
|
3.
|
Section 4(b) of the Severance Agreement is hereby amended in its entirety as follows (additional language highlighted):
|
4.
|
Section 8(c) of the Severance Agreement is hereby amended by adding the following sentence to the end thereof:
|
5.
|
Section 8(d) of the Severance Agreement is hereby amended in its entirety as follows:
|
6.
|
Section 11(h) of the Severance Agreement is hereby amended in its entirety as follows:
|
7.
|
Subsection (b) of Section 10 of the Severance Agreement is hereby deleted in its entirety and Section 10 is retitled “
Resolution of Disputes
.”
|
8.
|
Subsection (i) of Section 11(k) of the Severance Agreement is hereby amended in its entirety as follows (additional language highlighted):
|
9.
|
Section 11 of the Severance Agreement is hereby amended by adding the following new subsection (n) to the end thereof:
|
10.
|
References
. All references in the Severance Agreement to “this Agreement” and any other references of similar import shall hereinafter refer to the Severance Agreement as amended by this Amendment.
|
11.
|
Remaining Provisions
. Except as expressly modified by this Amendment, the Severance Agreement shall remain in full force and effect. This Amendment embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, oral or written, relative thereto.
|
12.
|
Amendment Effective Date
. This Amendment shall be effective as of the Effective Date.
|
13.
|
Counterparts
. This Amendment may be executed by either of the parties hereto in counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
|
1.
|
Section 2 of the Severance Agreement is hereby amended by adding the following sentence to the end thereof:
|
2.
|
Section 4(a) of the Severance Agreement is hereby amended in its entirety as follows:
|
3.
|
Section 9(c) of the Severance Agreement is hereby amended by adding the following sentence to the end thereof:
|
4.
|
Section 9(d) of the Severance Agreement is hereby amended in its entirety as follows:
|
5.
|
Section 11 of the Severance Agreement is hereby retitled “
Resolution of Disputes
” and subsection (b) of Section 11 is hereby amended in its entirety as follows:
|
6.
|
Section 12 of the Severance Agreement is hereby amended by adding the following new subsection (o) to the end thereof:
|
7.
|
Section 12 of the Severance Agreement is hereby amended by adding the following new subsection (p) to the end thereof:
|
8.
|
References
. All references in the Severance Agreement to “this Agreement” and any other references of similar import shall hereinafter refer to the Severance Agreement as amended by this Amendment.
|
9.
|
Remaining Provisions
. Except as expressly modified by this Amendment, the Severance Agreement shall remain in full force and effect. This Amendment embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, oral or written, relative thereto.
|
10.
|
Amendment Effective Date
. This Amendment shall be effective as of the Effective Date.
|
11.
|
Counterparts
. This Amendment may be executed by either of the parties hereto in counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
|
|
||
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|
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Jurisdiction
of Organization
|
Belmond Interfin Limited
|
|
Bermuda
|
Belmond Australia Pty Ltd
|
|
Australia
|
CSN (San Miguel Holdings) Ltd.
|
|
B.V.I
|
CSN Inmobiliaria S.A. de C.V. (subsidiary of (CSN San Miguel Holdings) Ltd)
|
|
Mexico
|
Game Viewers (Pty) Ltd.
|
|
Botswana
|
Game Trackers (Pty) Ltd. (subsidiary of Game Viewers (Pty) Ltd.)
|
|
Botswana
|
Global Marketing Ltd.
|
|
Bermuda
|
Grupo Conceptos S.A.
|
|
B.V.I.
|
Spa Residential S.A. de C.V. (subsidiary of Grupo Conceptos S.A.)
|
|
Mexico
|
CSN Real Estate 1 S.A. de C.V
|
|
Mexico
|
OEH Operadora San Miguel S.A. de C.V
|
|
Mexico
|
Operadora de Hoteles Riviera Maya SA de CV
|
|
Mexico
|
OEH Transportacion San Miguel SA de CV
|
|
Mexico
|
OEH Servicios San Miguel SA de CV
|
|
Mexico
|
Belmond Hong Kong Ltd.
|
|
Hong Kong
|
PT. Bali Resort and Leisure Company Ltd. (subsidiary of Belmond Hong Kong Ltd.)
|
|
Indonesia
|
Belmond Singapore Pte Ltd
|
|
Singapore
|
Belmond Thailand Ltd
|
|
Thailand
|
Fine Resorts Co Ltd (subsidiary of Belmond Thailand Ltd)
|
|
Thailand
|
Hosia Company Ltd.(subsidiary of Belmond Singapore Pte Ltd)
|
|
Hong Kong
|
Subsidiaries of Hosia Company Ltd.
|
|
|
Khmer Angkor Hotel Company Ltd.
|
|
Cambodia
|
PRA-FMI Pansea Hotel Development Company Ltd.
|
|
Myanmar
|
Samui Island Resort Company Ltd.
|
|
Thailand
|
Novato Universal Ltd
|
|
B.V.I
|
Equimax Overseas Co Ltd
|
|
B.V.I
|
Societe Hoteliere de Phou Vao Ltd.
|
|
Laos
|
La Residencia Ltd.
|
|
U.K.
|
Son Moragues S.A. (subsidiary of La Residencia Ltd.)
|
|
Spain
|
La Samanna S.A.S.
|
|
France
|
Leisure Holdings Asia Ltd.
|
|
Bermuda
|
Subsidiaries of Leisure Holdings Asia Ltd.
|
|
|
Myanmar Hotels and Cruises Ltd.
|
|
Myanmar
|
Vessel Holdings 2 Ltd.
|
|
Bermuda
|
Myanmar Cruises Ltd.
|
|
Myanmar
|
Myanmar Shwe Kyet Yet Tours Ltd.
|
|
Myanmar
|
Luxurytravel.com UK Ltd.
|
|
U.K.
|
Miraflores Ventures Ltd.
|
|
B.V.I.
|
Plan Costa Maya S.A. de C.V. (subsidiary of Miraflores Ventures Ltd.)
|
|
Mexico
|
Mount Nelson Hotel Ltd.
|
|
U.K.
|
Belmond Peru Management S.A.
|
|
Peru
|
Subsidiaries of Belmond Peru Management S.A
|
|
|
Belmond Peru S.A.
|
|
Peru
|
Belmond Amazon SAC
|
|
Peru
|
O.E. Interactive Ltd.
|
|
Bermuda
|
Belmond Peru Ltd.
|
|
Bermuda
|
Belmond Spain Ltd.
|
|
Bermuda
|
Nomis Mallorcan Investments S.A. (subsidiary of Belmond Spain Ltd.)
|
|
Spain
|
Belmond Holdings 1 Ltd.
|
|
Bermuda
|
Belmond USA Inc.
|
|
Delaware
|
Subsidiaries of Belmond USA Inc.
|
|
|
‘21’ Club Inc.
|
|
New York
|
Charleston Place Holdings Inc.
|
|
Delaware
|
El Encanto Inc.
|
|
Delaware
|
Mountbay Holdings Inc.
|
|
Delaware
|
Belmond Reservation Services Inc
|
|
Delaware
|
Venice Simplon-Orient-Express Inc.
|
|
Delaware
|
Belmond Pacific Ltd.
|
|
Hong Kong
|
Belmond Finance Services Limited
|
|
U.K.
|
Subsidiaries of Belmond Finance Services Limited .
|
|
|
Blanc Restaurants Ltd.
|
|
U.K.
|
Ireland Luxury Rail Tours Limited
|
|
Ireland
|
Elysees Spa S.A.S.
|
|
France
|
Luxury Trains Servizi S.r.l.
|
|
Italy
|
|
||
|
|
|
|
|
Jurisdiction
of Organization
|
LLC Europe Hotel
|
|
Russia
|
Belmond Dollar Treasury Limited
|
|
U.K.
|
Belmond CJ Dollar Ltd (subsidiary of Belmond Dollar Treasury Limited)
|
|
U.K
|
Subsidiaries of Belmond CJ Dollar Limited
Belmond Cap Juluca Ltd
|
|
Anguilla
|
Belmond Anguilla Holdings LLC
|
|
Bermuda
|
Belmond Anguilla Member LLC (subsidiary of Belmond Anguilla Holdings LLC)
|
|
Bermuda
|
Belmond Anguilla Owner LLC (subsidiary of Belmond Anguilla Member LLC)
|
|
Bermuda
|
Belmond MENA Management LLC (subsidiary of Belmond Dollar Treasury Limited)
|
|
UAE
|
Belmond Sterling Treasury Limited
|
|
U.K.
|
Reids Hoteis Lda.
|
|
Portugal
|
Island Hotel (Madeira) Ltd. (subsidiary of Reids Hoteis Lda.)
|
|
U.K.
|
VSOE Holdings Ltd
|
|
U.K.
|
Venice Simplon-Orient-Express Ltd.
|
|
U.K.
|
Subsidiaries of Venice Simplon-Orient-Express Ltd.
|
|
|
Great Scottish & Western Railway Holdings Ltd.
|
|
U.K.
|
The Great Scottish & Western Railway Company Ltd. (subsidiary of Great Scottish & Western Railway Holdings Ltd.)
|
|
U.K.
|
Venice Simplon-Orient-Express Deutschland G.m.b.H.
|
|
Germany
|
Venice Simplon-Orient-Express Voyages S.A.
|
|
France
|
Belmond Italia S.p.a.
|
|
Italy
|
Subsidiaries of Belmond Italia S.p.a.
|
|
|
Hotel Caruso S.p.a
|
|
Italy
|
Hotel Cipriani S.p.a
|
|
Italy
|
Hotel Splendido S.p.a.
|
|
Italy
|
Villa San Michele S.p.a.
|
|
Italy
|
Belmond Sicily S.p.a.
|
|
Italy
|
Villa Margherita S.p.a.
|
|
Italy
|
Castello Resort Villas S.p.a.
|
|
Italy
|
Castello di Casole S.p.a.
|
|
Italy
|
Castello di Casole Agricoltura S.p.a. (subsidiary of Castello de Casole S.p.a)
|
|
Italy
|
Phoenix Argente SAS
|
|
France
|
Societe D’Exploitation Residence La Samanna SAS
|
|
France
|
Belmond Management Limited.
|
|
U.K.
|
Subsidiaries of Belmond Management Limited
|
|
|
European Cruises Ltd.
|
|
U.K.
|
Exclusive Destinations Pty Ltd
|
|
South Africa
|
Crosieres Orex S.A. (subsidiary of European Cruises Ltd.)
|
|
France
|
Horatio Properties Ltd.
|
|
U.K.
|
Subsidiaries of Horatio Properties Ltd.
|
|
|
Mount Nelson Residential Properties (Pty) Ltd.
|
|
South Africa
|
Mount Nelson Commercial Properties (Pty) Ltd.
|
|
South Africa
|
Fraser Helmsley Properties (Pty) Ltd.
|
|
South Africa
|
Belmond (UK) Ltd.
|
|
U.K.
|
Belmond Properties Ltd.
|
|
Bermuda
|
Subsidiaries of Belmond Properties Ltd.
|
|
|
Compania Hoteis Palace S.A
|
|
Brazil
|
Belmond Brasil Hoteis S.A.
|
|
Brazil
|
Belmond Spanish Holdings S.L.
|
|
Spain
|
Viewgrove Holdings Ltd.
|
|
Cyprus
|
GHE Holdings Ltd.
|
|
Cyprus
|
Latimerco Ltd. (subsidiary of GHE Holdings Ltd.)
|
|
Cyprus
|
/s/ Deloitte LLP
|
|
|
|
London, England
|
|
February 28, 2019
|
|
1.
|
I have reviewed this annual report on Form 10-K of Belmond Ltd. for the year ended
December 31, 2018
;
|
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 registrant's other certifying officer 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's 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
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's 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 registrant's 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 registrant's internal control over financial reporting.
|
Dated: February 28, 2019
|
/s/ H. Roeland Vos
|
|
H. Roeland Vos
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Belmond Ltd. for the year ended
December 31, 2018
;
|
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 registrant's other certifying officer 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's 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
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's 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 registrant's 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 registrant's internal control over financial reporting.
|
Dated: February 28, 2019
|
/s/ Martin O’Grady
|
|
Martin O’Grady
|
|
Executive Vice President, Chief Financial Officer
|
/s/ H. Roeland Vos
|
|
/s/ Martin O’Grady
|
H. Roeland Vos
|
|
Martin O’Grady
|
President and Chief Executive Officer
|
|
Executive Vice President, Chief Financial Officer
|