See accompanying notes to consolidated financial statements.
FOUR SEASONS HOTELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) |
(In thousands of US dollars except per share amounts) |
In these interim consolidated financial statements, the words “we”, “us”, “our”, and other similar words are references to Four Seasons Hotels Inc. and its consolidated subsidiaries. These interim consolidated financial statements do not include all disclosures required by Canadian generally accepted accounting principles (“GAAP”) for annual financial statements and should be read in conjunction with our most recently prepared annual consolidated financial statements for the year ended December 31, 2005.
1. | Significant accounting policies: |
The significant accounting policies used in preparing these interim consolidated financial statements are consistent with those used in preparing our annual consolidated financial statements for the year ended December 31, 2005, except as disclosed below:
(a) | Non-monetary transactions: |
In June 2005, The Canadian Institute of Chartered Accountants (“CICA”) issued Section 3831, “Non- Monetary Transactions”, which introduces new requirements for non-monetary transactions initiated on or after January 1, 2006. The amended requirements will result in non-monetary transactions being measured at fair values unless certain criteria are met, in which case, the transaction is measured at carrying value. The implementation of Section 3831, on a prospective basis for transactions initiated on or after January 1, 2006, did not have an impact on our consolidated financial statements for the three months ended March 31, 2006.
(b) | Financial instruments: |
In January 2005, the CICA issued Section 1530 “Comprehensive Income”, Section 3855 “Financial Instruments – Recognition and Measurement”, and Section 3865 “Hedges”. These standards are effective for fiscal years beginning on or after October 1, 2006. The impact of adoption of these standards is not yet determinable, as it will be dependent on our unsettled positions, hedging strategies, and market volatility at the time of transition.
Certain 2005 comparative figures have been reclassified to conform with the financial statement presentation adopted for 2006.
2. | Hotel investment transaction: |
During the three months ended March 31, 2006, we contributed our equity interest in a property under our management in exchange for a management contract enhancement of approximately the same fair value. No gain or loss was recorded in connection with this transaction.
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As at March 31, 2006, we have 3,725,698 outstanding Variable Multiple Voting Shares (“VMVS”), 33,029,478 outstanding Limited Voting Shares (“LVS”), and 4,394,243 outstanding stock options (weighted average exercise price of C$59.65 ($51.11)).
A reconciliation of the net earnings and weighted average number of VMVS and LVS used to calculate basic and diluted earnings per share is as follows:
| | Three months ended March 31, | |
| | 2006 | | 2005 | |
| | | | | | | | | | | |
| | | Net earnings | | Shares | | | Net earnings | | Shares | |
Basic earnings per share amounts | | $ | 13,383 | | 36,685,329 | | $ | 5,202 | | 36,608,763 | |
Effect of assumed dilutive conversions: | | | | | | | | | | | |
Stock option plan | | | - | | 583,483 | | | - | | 1,535,543 | |
Diluted earnings per share amounts | | $ | 13,383 | | 37,268,812 | | $ | 5,202 | | 38,144,306 | |
The diluted earnings per share calculation excluded the effect of the assumed conversions of 1,535,776 stock options to LVS, under our stock option plan, during the three months ended March 31, 2006 (2005 – 9,000 stock options), as the inclusion of these options would have resulted in an anti-dilutive effect. There was no dilution in 2006 and 2005 relating to our convertible senior notes.
(b) | Stock-based compensation: |
We use the fair value-based method to account for all employee stock options granted or modified on or after January 1, 2003. Accordingly, options granted prior to that date continue to be accounted for using the settlement method.
There were 41,650 stock options granted in the three months ended March 31, 2006 at a weighted average exercise price of C$62.61 ($53.65). The fair value of stock options granted in the three months ended March 31, 2006 was estimated using the Black-Scholes option pricing model with the following assumptions: risk-free interest rates ranging from 4.09% to 4.17%; semi-annual dividend per LVS of C$0.055; volatility factor of the expected market price of our LVS of 27%; and expected lives of the options ranging between four and seven years, depending on the level of the employee who was granted stock options. For the options granted in the three months ended March 31, 2006, the weighted average fair value of the options at the grant dates was C$21.49 ($18.41). For purposes of stock option expense and pro forma disclosures, the estimated fair value of the options is amortized to compensation expense over the options’ vesting period. There were no stock options granted in the three months ended March 31, 2005.
Pro forma disclosure is required to show the effect of the application of the fair value-based method to employee stock options granted during 2002, which were not accounted for using the fair value-based method. For the three months ended March 31, 2006 and 2005, if we had applied the fair value-based method to options granted during 2002, our net earnings and basic and diluted earnings per share would have been adjusted to the pro forma amounts indicated below:
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| | Three months ended March 31, | |
| | 2006 | | 2005 | |
| | | | | | | |
Stock-based compensation expense | | $ | (522 | ) | $ | (494 | ) |
Net earnings, as reported | | $ | 13,383 | | $ | 5,202 | |
Increase in stock-based compensation expense that would have been recorded if all outstanding stock options granted during 2002 had been expensed | | | (646 | ) | | (691 | ) |
Pro forma net earnings | | $ | 12,737 | | $ | 4,511 | |
Earnings per share: | | | | | | | |
Basic, as reported | | $ | 0.36 | | $ | 0.14 | |
Basic, pro forma | | | 0.35 | | | 0.12 | |
Diluted, as reported | | | 0.36 | | | 0.14 | |
Diluted, pro forma | | | 0.34 | | | 0.12 | |
| | Three months ended March 31, | |
| | 2006 | | 2005 | |
| | | | | | | |
Foreign exchange loss | | $ | (528 | ) | $ | (393 | ) |
Asset provisions and write downs | | | (305 | ) | | (1,931 | ) |
Loss on disposition of assets | | | - | | | (386 | ) |
| | $ | (833 | ) | $ | (2,710 | ) |
The net foreign exchange loss in 2006 and 2005 related primarily to the foreign currency translation gains and losses on unhedged net asset and liability positions, primarily in US dollars, euros, pounds sterling and Australian dollars, and local currency foreign exchange gains and losses on net monetary assets incurred by our designated foreign self-sustaining subsidiaries.
As at March 31, 2006, we have foreign exchange forward contracts in place to sell forward $24,579 of US dollars to receive Canadian dollars at a weighted average forward exchange rate of 1.156 maturing over the period to June 2006. These contracts are being marked-to-market on a monthly basis with the resulting changes in fair values being recorded as a foreign exchange gain or loss. This resulted in a $67 foreign exchange loss being recorded in the three months ended March 31, 2006.
Subsequent to March 31, 2006, we have sold forward an additional $28,784 of US dollars to receive Canadian dollars at a weighted average forward exchange rate of 1.137 maturing over the period to October 2007.
5. | Pension benefit expense: |
The pension benefit expense for the three months ended March 31, 2006 was $ 944 (2005 - $621).
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Our strategy has been to focus on hotel management rather than hotel ownership. Over the past few years, we have reduced our ownership interests such that Four Seasons Hotel Vancouver is our only remaining hotel whose results we currently consolidate. As a result, commencing January 1, 2006, corporate expenses have been included in general and administrative expenses in the consolidated statements of operations for the three months ended March 31, 2006. Corporate expenses for the three months ended March 31, 2005 that previously were included in our Ownership Operations segment have been reclassified to the Management Operations segment and included in general and administrative expenses in the consolidated statements of operations.
| | Three Months Ended March 31, 2006 | |
| | Management Operations | | Ownership Operations | | Total | |
| | | | | | | | | | |
Revenues: | | | | | | | | | | |
Hotel management fees | | $ | 30,384 | | $ | - | | $ | 30,384 | |
Other fees | | | 5,326 | | | - | | | 5,326 | |
| | | 35,710 | | | - | | | 35,710 | |
Hotel ownership revenues | | | - | | | 5,479 | | | 5,479 | |
Reimbursed costs | | | 16,435 | | | - | | | 16,435 | |
| | | 52,145 | | | 5,479 | | | 57,624 | |
| | | | | | | | | | |
Expenses: | | | | | | | | | | |
General and administrative expenses | | | (14,240 | ) | | - | | | (14,240 | ) |
Hotel ownership cost of sales and expenses | | | - | | | (6,493 | ) | | (6,493 | ) |
Reimbursed costs | | | (16,435 | ) | | - | | | (16,435 | ) |
| | | (30,675 | ) | | (6,493 | ) | | (37,168 | ) |
Operating earnings (loss) before other items | | $ | 21,470 | | $ | (1,014 | ) | $ | 20,456 | |
| | Three Months Ended March 31, 2005 | |
| | Management Operations | | Ownership Operations | | Total | |
| | | | | | | | | | |
Revenues: | | | | | | | | | | |
Hotel management fees | | $ | 24,689 | | $ | - | | $ | 24,689 | |
Other fees | | | 3,680 | | | - | | | 3,680 | |
| | | 28,369 | | | - | | | 28,369 | |
Hotel ownership revenues | | | - | | | 20,517 | | | 20,517 | |
Reimbursed costs | | | 14,211 | | | - | | | 14,211 | |
| | | 42,580 | | | 20,517 | | | 63,097 | |
| | | | | | | | | | |
Expenses: | | | | | | | | | | |
General and administrative expenses | | | (12,720 | ) | | - | | | (12,720 | ) |
Hotel ownership cost of sales and expenses | | | - | | | (24,087 | ) | | (24,087 | ) |
Reimbursed costs | | | (14,211 | ) | | - | | | (14,211 | ) |
| | | (26,931 | ) | | (24,087 | ) | | (51,018 | ) |
Operating earnings (loss) before other items | | $ | 15,649 | | $ | (3,570 | ) | $ | 12,079 | |
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