FORM 6-K
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
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PURSUANT TO RULES 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of January, 2002
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ROYAL CARIBBEAN CRUISES LTD.
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1050 Caribbean Way, Miami, Florida 33132
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(Address of principal executive offices)
[Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.]
Form 20-F x Form 40-F
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[Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.]
Yes No x
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[If "Yes" is marked indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-_____.]
Contact: Lynn Martenstein or Erin Williams
(305) 539-6570 or (305) 539-6153
For Immediate Release
ROYAL CARIBBEAN INTERNATIONAL AND CELEBRITY CRUISES PROVIDE BUSINESS UPDATE
MIAMI - January 8, 2002 - Royal Caribbean Cruises Ltd. today provided a business
update to analysts and investors. This is the third update the company has
provided to analysts and investors in an effort to keep them informed about the
impact of September 11th. The following comments were made on today's conference
call.
Prior to September 11th, Royal Caribbean's booked ticket revenue for the first
quarter of 2002 was 33% ahead of bookings for the first quarter of 2001 at the
same time last year. Following September 11th, there was a substantial drop in
bookings and an increase in cancellations. After the initial trauma, bookings
gradually improved, prompted initially by substantial discounts. Starting in
mid-November, pricing began to recover and discounts have been falling.
New bookings over the last 10 weeks of 2001 were up 46% over the prior year and
cancellations have returned to normal levels. Booking patterns, which shifted to
closer-in sailing dates following September 11th, are also beginning to return
to pre-September 11th patterns. During the call, the company took the unusual
step of disclosing booking and discount information. Year-end weekly data showed
that booking volumes for the first quarter sailings were running 33% ahead of
last year, with discount levels on new bookings about 7% higher.
As of December 28, 2001, load factors were lower by 3, 8, 3 and 2 percentage
points for the next four quarters, respectively, when compared to the prior
year. The company's capacity is increasing 23.3% for the first quarter of 2002
and 15.3% for the full year.
Based upon recent booking trends, management currently estimates that net yields
for the first quarter of 2002 will be down 10%-15% from 2001 and improve in each
quarter thereafter. The wave period, traditionally the time of the cruise
industry's highest booking levels, starts this week. The strength of bookings
during this year's wave period will be an important factor in determining 2002
net revenue yields.
Richard Fain, chairman and chief executive officer of Royal Caribbean Cruises
Ltd., stated that "the ongoing recovery in booking trends is especially
encouraging when coupled with the steady drop in discounting levels over the
last two months. This improving situation gives us increased confidence in our
ability to build on this solid base and deliver long-term value to our
shareholders."
"The agreed combination with P&O Princess will allow us to further accelerate
these returns to shareholders. We believe the combination is in the best
interest of both companies' shareholders, and are looking forward to the
consummation of the merger."
Royal Caribbean Cruises Ltd. is a global cruise vacation company that operates
Royal Caribbean International, Celebrity Cruises, and Royal Celebrity Tours.
Royal Caribbean International and Celebrity Cruises have a combined total of 23
ships in service and six under construction or on firm order. Royal Celebrity
Tours operates land-tour vacations in Alaska utilizing the world's largest
glass-domed railcars. Additional information can be found on
www.royalcaribbean.com, celebritycruises.com or www.rclinvestor.com.
Certain statements in this news release are forward-looking statements. Such
forward-looking statements are not guarantees of future performance and involve
known and unknown risks, uncertainties and other factors, which may cause the
actual results, performances or achievements to differ materially from future
results, performance or achievements expressed or implied in such
forward-looking statements. Such factors include general economic and business
conditions, changes in cruise industry competition, reduced consumer demand for
cruises as a result of any number of reasons, including armed conflict or
political instability, availability of air service, the delivery schedule of new
vessels, changes in interest rates or oil prices and other factors described in
further detail in Royal Caribbean's filings with the Securities and Exchange
Commission.
For Immediate Release
Royal Caribbean Cruises Ltd. ("Royal Caribbean")
18 January 2002
Response to Carnival's Proposal to make a Revised Pre-Conditional Offer
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Royal Caribbean today issues its comments on Carnival Corporation's ("Carnival")
proposal to make a revised pre-conditional offer to P&O Princess Cruises plc
("P&O Princess").
On 19 December, the Board of P&O Princess volunteered an extended timetable
under which Carnival had until 18 January to put forward their best offer. Royal
Caribbean agreed to a delay of P&O Princess' EGM until 14 February in order to
facilitate a full and considered review of the agreed DLC transaction and any
alternatives. Against this background, it is surprising that Carnival has chosen
not to address the key concerns that had been raised about the earlier
pre-conditional proposal. The P&O Princess Board previously concluded that
Carnival's proposal was less valuable and less deliverable for its shareholders
than the agreed DLC transaction. Carnival's revised proposal represents only a
marginal increase in value and has greater uncertainty in relation to
conditionality than its previous proposal.
Commenting on Carnival's revised proposal, Richard Fain, Chairman and Chief
Executive Officer of Royal Caribbean said:
"Despite improving market conditions, we continue to be committed to the DLC
combination with P&O Princess on the terms and timetable agreed in November.
Carnival again appears to be trying to distract attention from and delay the DLC
transaction. The continuation of these distractions is likely to be damaging for
the operations of both our businesses. We look forward to this process reaching
a conclusion on 14 February.
We have seen Carnival's actions and practices in the past. Their actions over
the last few weeks certainly appear to follow a pattern we've seen before"
ENQUIRIES
Royal Caribbean
+1 305 539 6570
Lynn Martenstein
+1 305 539 6153
Erin Williams
Goldman Sachs International
+44 (0) 20 7774 1000
Richard Campbell-Breeden
Basil Geoghegan
Phil Raper (Corporate Broking)
Cazenove & Co. Ltd
+44 (0) 20 7588 2828
John Paynter (Corporate Broking)
The Maitland Consultancy Limited
+44 (0) 20 7379 5151
Angus Maitland
Duncan Campbell-Smith
Philip Gawith
Goldman Sachs International and Cazenove & Co. Ltd, which are regulated in the
United Kingdom by the Financial Services Authority Limited, are acting for Royal
Caribbean in connection with the agreed combination and no-one else and will not
be responsible to anyone other than Royal Caribbean for providing the
protections afforded to customers of Goldman Sachs International and Cazenove &
Co. Ltd nor for providing advice in relation to the agreed combination.
Royal Caribbean Cruises Ltd.
Goldman Sachs International
977245
For Immediate Release
Response to Carnival letter of 24 January
Royal Caribbean Cruises Ltd. ("Royal Caribbean") notes the announcement today
from Carnival Corporation ("Carnival"). It contains little beyond what Carnival
has already said in previous announcements of 17 December, 19 December, 27
December, 28 December, 8 January, 9 January, 10 January and 17 January.
Consistent with these earlier announcements, Carnival entirely fails to address
the central issues of making an offer of superior value and deliverability.
The announcement makes great play of Carnival's operational and financial
performance. It fails to mention that these are the direct outcome of the
operating and management practices which Carnival currently enjoys due to its
leading market position. It is this position which the Royal Caribbean/P&O
Princess Cruises Plc ("P&O Princess") merger threatens.
Richard Fain, Chairman and CEO of Royal Caribbean, commented:
"We note that this latest announcement from Carnival adds little to the eight
previous announcements in the same vein. I have total confidence that the Royal
Caribbean/P&O Princess combined entity, with its larger scale and broader reach,
will deliver significant operational and financial gains to its shareholders.
Carnival continues to ignore the central issues concerning value and
deliverability. It has missed its chance to make a proper offer that addressed
both issues and instead is now entirely focused on thwarting our efforts to
create greater shareholder value."
ENQUIRIES
Royal Caribbean
+1 305 539 6570
Lynn Martenstein
+1 305 539 6153
Erin Williams
Goldman Sachs International
+44 (0) 20 7774 1000
Richard Campbell-Breeden
Basil Geoghegan
Phil Raper (Corporate Broking)
Cazenove & Co. Ltd
+44 (0) 20 7588 2828
John Paynter (Corporate Broking)
The Maitland Consultancy Limited
+44 (0) 20 7379 5151
Angus Maitland
Philip Gawith
Duncan Campbell-Smith
Goldman Sachs International and Cazenove & Co. Ltd, which are regulated in the
United Kingdom by the Financial Services Authority, are acting for Royal
Caribbean in connection with the agreed combination and no-one else and will not
be responsible to anyone other than Royal Caribbean for providing the
protections afforded to customers of Goldman Sachs International and Cazenove &
Co. Ltd nor for providing advice in relation to the agreed combination.
Contact: Lynn Martenstein or Erin Williams
(305) 539-6570 or (305) 539-6153
For Immediate Release
ROYAL CARIBBEAN REPORTS 2001 RESULTS
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MIAMI - (January 29, 2002) - Royal Caribbean Cruises Ltd. (NYSE, OSE: RCL)
announced today earnings for the year of $254.5 million, or $1.32 per share,
compared with $445.4 million, or $2.31 per share in 2000. Earnings were
negatively impacted during the year by the events of September 11 and ships out
of service, partially offset by insurance proceeds. Excluding the impact of
these items, net income would have been $318.9 million, or $1.65 per share.
Revenues for the year were up 9.7% at $3.1 billion, compared with $2.9 billion
in 2000. The increase in revenues for the year was due to a 20.8% increase in
capacity, offset by a decline in net yields (net revenue per available berth
day) of approximately 9%.
Revenues for the fourth quarter were $656.0 million, up 2.2% from $642.1 million
in 2000. The increase in revenues was due primarily to the increase in capacity
in the quarter, partially offset by a change in yields. Net revenue yields for
the quarter were down 10.7%, primarily due to the impact of the events of
September 11. During the quarter, the company significantly reduced its cost
structure. Operating expenses and SG&A were down approximately 10% on a
per-available-berth-day basis from the same quarter in 2000. Also included in
the quarter were $6.5 million, or $0.03 per share, in severance expenses related
to the previously announced shoreside reduction in workforce. The company
reported a net loss of $39.0 million for the quarter, or $0.20 per share, as
compared with net income of $30.1 million, or $0.16 per share, in the fourth
quarter of 2000.
"It goes without saying that the events of September 11 have had an impact on us
both professionally and personally, and will for quite some time to come," said
Richard D. Fain, chairman and chief executive officer. "However, I am very
encouraged by the speed at which bookings for the industry, and our company in
particular, are moving towards normalcy. Occupancy for the fourth quarter, which
we earlier anticipated would be in the low 90% range, ended up at 96%. January
occupancy was 103%, indicating that we have returned to more normal levels. The
wave season began a couple of weeks ago, and early indications are positive."
Since the start of the `wave period', the company has broken several bookings
records for both Royal Caribbean International and Celebrity Cruises, as well as
the overall company in 2002. For example, during the week ended January 18, the
Royal Caribbean International brand took a record 147,819 bookings. For the week
ended January 25, booking volumes for the first quarter sailings were running
78% ahead of the same week in 2001, with discount levels on new bookings only 5%
higher. Booking volumes for the second quarter were 18% higher, with discounts
of 4%. During the company's January 8 conference call, guidance was given that
first quarter net yields would be lower than in 2001 by 10-15%. Current
estimates are that the final number will be at the low end of the range. The
company continues to believe 2002 yields will improve each quarter thereafter.
"Despite the challenges, 2001 was a year of significant accomplishments for the
company," said Fain. The company successfully introduced an unprecedented four
new ships in 2001, including Radiance of the Seas, the first of the
Radiance-class vessels. The average age of the fleet is now only five years,
which the company believes is the youngest of any of the major operators, and
many of the company's ships offer amenities that are unique in the industry.
In addition, Royal Celebrity Tours had a very promising start in 2001.
Operations in Alaska during its inaugural season were rated "good" or
"excellent" by 98% of guests. "We are looking forward to the 2002 season, when
two more domed railcars will be delivered, allowing us to continue to expand
this exciting business that is so complementary to our cruise operations," said
Fain.
Cost-savings initiatives introduced in 2000 and early 2001 came to fruition
during the year. The strong focus on efficiency allowed the company to reduce
operating costs and SG&A on a per-available-berth-day basis significantly this
year. Excluding the impact of oil costs, this improvement was 4.5%. The company
is continuing efforts on this front, and expects to see an additional 5% unit
cost improvement in 2002. This does not include the cost savings the company
hopes to achieve through the DLC merger with P&O Princess.
"Regarding the merger," said Fain, "we continue to be very excited about the
opportunities we feel this transaction offers both our companies, and we are
eagerly awaiting a positive outcome at our respective shareholder meetings on
February 14."
The company has scheduled a conference call at 10 a.m. eastern time today to
discuss its earnings. This call can be listened to, either live or on a delayed
basis, on the company's investor relations web site at www.rclinvestor.com. A
slide presentation will accompany the conference call, and is also available for
viewing at www.rclinvestor.com.
Royal Caribbean Cruises Ltd. is a global cruise vacation company that operates
Royal Caribbean International, Celebrity Cruises, and Royal Celebrity Tours.
Royal Caribbean International and Celebrity Cruises have a combined total of 23
ships in service and six under construction. Royal Celebrity Tours operates
land-tour vacations in Alaska utilizing the world's largest glass-domed
railcars. Additional information can be found on www.royalcaribbean.com and
www.celebritycruises.com.
Certain statements in this news release are forward-looking statements. Such
forward-looking statements are not guarantees of future performance and involve
known and unknown risks, uncertainties and other factors, which may cause the
actual results, performances or achievements to differ materially from future
results, performance or achievements expressed or implied in such
forward-looking statements. Such factors include general economic and business
conditions, changes in cruise industry competition, reduced consumer demand for
cruises as a result of any number of reasons, including armed conflict or
political instability, availability of air service, the delivery schedule of new
vessels, changes in interest rates or oil prices and other factors described in
further detail in Royal Caribbean's filings with the Securities and Exchange
Commission.
Financial Tables Follow
(####)
ROYAL CARIBBEAN CRUISES LTD
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share amounts)
Fourth Quarter Ended December 31, Year Ended December 31,
--------------------------------- -----------------------
2001 2000 2001 2000
-------------- -------------- ---------- -----------
Revenues ........................................ $ 655,977 $ 642,118 $3,145,250 $2,865,846
Expenses
Operating ..................................... 444,893 413,794 1,934,391 1,652,459
Marketing, selling and administrative ......... 110,332 103,460 454,080 412,799
Depreciation and amortization ................. 81,763 62,323 301,174 231,048
-------------- -------------- ---------- -----------
636,988 579,577 2,689,645 2,296,306
-------------- -------------- ---------- -----------
Operating Income ................................ 18,989 62,541 455,605 569,540
Other Income (Expense)
Interest income ............................... 4,842 3,003 24,544 7,922
Interest expense, net of capitalized interest . (67,461) (51,463) (253,207) (154,328)
Other income (expense) ........................ 4,665 15,999 27,515 22,229
-------------- -------------- ---------- -----------
(57,954) (32,461) (201,148) (124,177)
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Net Income (Loss) ............................... $ (38,965) $ 30,080 $ 254,457 $ 445,363
-------------- -------------- ---------- -----------
Earnings (Loss) Per Share:
Basic ......................................... $ (0.20) $ 0.16 $ 1.32 $ 2.34
============== ============== ========== ==========
Diluted ....................................... $ (0.20) $ 0.16 $ 1.32 $ 2.31
============== ============== ========== ==========
Weighted average shares outstanding:
Basic ......................................... 192,300 192,093 192,231 189,397
============== ============== ========== ==========
Diluted ....................................... 192,300 193,106 193,481 192,935
============== ============== ========== ==========
STATISTICS
Fourth Quarter Ended December 31, Year Ended December 31,
--------------------------------- -----------------------
2001 2000 2001 2000
-------------- -------------- ---------- -----------
Occupancy as a percentage of total capacity ..... 96.0% 100.1% 101.8% 104.4%
Guest Cruise Days ............................... 3,881,859 3,400,856 15,341,570 13,019,811
For Immediate Release
Royal Caribbean Cruises Ltd. ("Royal Caribbean")
30 January 2002
ROYAL CARIBBEAN RESPONDS TO CARNIVAL'S REVISED
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PRE-CONDITIONAL OFFER
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In response to a "revised pre-conditional offer" by Carnival Corporation for P &
O Princess, Royal Caribbean re-affirms its confidence that its proposed merger
with P & O Princess offers its shareholders a clearly superior deal in terms
both of economic value and deliverability.
Royal Caribbean notes that the "revised pre-conditional offer" from Carnival
contains no additional value relative to the pre-conditional offer announced on
January 17th, except insofar as Carnival's share price has marginally
appreciated since that date.
Richard Fain, Chairman and Chief Executive of Royal Caribbean, said: "This
latest in a series of repackaged pre-conditional offers from Carnival was only
too predictable. They have rearranged the small print but made no real
difference to the big picture."
Enquiries
Royal Caribbean
+1 305 539 6570
Lynn Martenstein
+1 305 539 6153
Erin Williams
Goldman Sachs International
+44 (0) 20 7774 1000
Richard Campbell-Breeden
Basil Geoghegan
Phil Raper (Corporate Broking)
Cazenove & Co. Ltd
+44 (0) 20 7588 2828
John Paynter (Corporate Broking)
The Maitland Consultancy Limited
+44 (0) 20 7379 5151
Angus Maitland
Duncan Campbell-Smith
Philip Gawith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ROYAL CARIBBEAN CRUISES LTD.
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(Registrant)
Date: February 1, 2002 By: /s/ BONNIE S. BIUMI
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Bonnie S. Biumi
Vice President and Treasurer