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As Of Filer Filing For·On·As Docs:Size Issuer Agent 7/31/08 Ambassadors International Inc 10-Q 6/30/08 5:388K Bowne - BPC/FA |
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Filed by Bowne Pure Compliance |
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 91-1688605 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller Reporting Company o | |||
(Do not check if a smaller reporting company) |
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Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 | ||||||||
Exhibit 32.2 |
(in thousands, except share and per share data) | June 30, 2008 | December 31, 2007 | ||||||
(unaudited) | ||||||||
Assets: |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 9,659 | $ | 21,998 | ||||
Restricted cash |
40,524 | 31,084 | ||||||
Available-for-sale securities |
217 | 2,514 | ||||||
Accounts and other receivables, net of allowance of $1,999 at
June 30, 2008 and $2,332 at December 31, 2007 |
34,507 | 40,798 | ||||||
Costs in excess of billings on construction contracts |
10,438 | 8,410 | ||||||
Premiums receivable |
7,112 | 10,188 | ||||||
Reinsurance recoverable |
672 | 1,148 | ||||||
Inventory |
6,951 | 5,751 | ||||||
Deferred income taxes, net |
— | 1,262 | ||||||
Prepaid costs and other current assets |
12,685 | 8,530 | ||||||
Total current assets |
122,765 | 131,683 | ||||||
Property, vessels and equipment, net |
216,706 | 219,793 | ||||||
Goodwill |
9,181 | 9,181 | ||||||
Other intangibles, net |
11,407 | 11,152 | ||||||
Other assets |
4,408 | 4,680 | ||||||
Total assets |
$ | 364,467 | $ | 376,489 | ||||
Liabilities: |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 34,206 | $ | 36,564 | ||||
Passenger and participant deposits |
58,926 | 47,067 | ||||||
Accrued expenses |
16,628 | 16,175 | ||||||
Billings in excess of costs on construction contracts |
9,318 | 13,108 | ||||||
Loss and loss adjustment expense reserves |
4,437 | 6,674 | ||||||
Deferred income taxes, net |
711 | — | ||||||
Current portion of long term debt |
5,049 | 5,479 | ||||||
Total current liabilities |
129,275 | 125,067 | ||||||
Long term
debt, net of current portion and net of discount of $2,191 at
June 30, 2008 and
$2,479 at December 31, 2007 |
159,737 | 161,584 | ||||||
Long term deferred tax liabilities |
194 | 1,676 | ||||||
Long term passenger and participant deposits |
5 | 35 | ||||||
Total liabilities |
289,211 | 288,362 | ||||||
Commitments and contingencies (Note 11) |
||||||||
Stockholders’ equity: |
||||||||
Preferred stock, $.01 par value; 2,000,000 shares authorized; none issued |
— | — | ||||||
Common stock, $.01 par value; 40,000,000 shares authorized; 10,888,067
and 10,888,655 shares issued and outstanding at June 30, 2008 and
December 31, 2007, respectively |
108 | 108 | ||||||
Additional paid-in capital |
98,400 | 97,634 | ||||||
Accumulated deficit |
(25,518 | ) | (11,170 | ) | ||||
Accumulated other comprehensive income |
2,266 | 1,555 | ||||||
Total stockholders’ equity |
75,256 | 88,127 | ||||||
Total liabilities and stockholders’ equity |
$ | 364,467 | $ | 376,489 | ||||
1
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
(in thousands, except per share data) | 2008 | 2007 | 2008 | 2007 | ||||||||||||
(unaudited) | (unaudited) | |||||||||||||||
Revenues: |
||||||||||||||||
Passenger ticket revenue |
$ | 37,983 | $ | 41,137 | $ | 56,766 | $ | 45,980 | ||||||||
Onboard and other cruise revenue |
6,698 | 5,922 | 11,672 | 6,281 | ||||||||||||
Marine revenue |
31,314 | 28,565 | 60,666 | 52,049 | ||||||||||||
Travel, incentive and event related |
4,608 | 4,476 | 8,334 | 8,000 | ||||||||||||
Net insurance premiums earned |
— | 168 | 5 | 822 | ||||||||||||
80,603 | 80,268 | 137,443 | 113,132 | |||||||||||||
Costs and operating expenses: |
||||||||||||||||
Cruise operating expenses: |
||||||||||||||||
Compensation and benefits |
8,639 | 8,951 | 13,250 | 10,763 | ||||||||||||
Passenger expenses |
2,983 | 3,459 | 4,363 | 4,218 | ||||||||||||
Materials and services |
17,244 | 14,853 | 27,119 | 17,888 | ||||||||||||
Repairs and maintenance |
3,721 | 4,434 | 5,950 | 4,751 | ||||||||||||
Other cruise operating expenses |
3,849 | 3,953 | 6,355 | 5,031 | ||||||||||||
36,436 | 35,650 | 57,037 | 42,651 | |||||||||||||
Cost of marine revenue |
24,134 | 22,007 | 46,679 | 41,451 | ||||||||||||
Selling and tour promotion |
2,617 | 6,284 | 9,033 | 12,808 | ||||||||||||
General and administrative |
14,373 | 14,283 | 29,372 | 25,603 | ||||||||||||
Depreciation and amortization |
3,917 | 3,128 | 7,393 | 4,688 | ||||||||||||
Loss and loss adjustment expenses, insurance acquisition costs and
other operating expenses |
68 | 277 | 165 | 992 | ||||||||||||
81,545 | 81,629 | 149,679 | 128,193 | |||||||||||||
Operating loss |
(942 | ) | (1,361 | ) | (12,236 | ) | (15,061 | ) | ||||||||
Other income (expense): |
||||||||||||||||
Interest and dividend income |
338 | 1,067 | 805 | 1,759 | ||||||||||||
Interest expense |
(1,618 | ) | (2,190 | ) | (3,691 | ) | (3,195 | ) | ||||||||
Realized losses on sale of available-for-sale securities |
— | — | — | (48 | ) | |||||||||||
Other, net |
(128 | ) | 574 | 689 | 384 | |||||||||||
(1,408 | ) | (549 | ) | (2,197 | ) | (1,100 | ) | |||||||||
Loss before provision (benefit) for income taxes |
(2,350 | ) | (1,910 | ) | (14,433 | ) | (16,161 | ) | ||||||||
Provision (benefit) for income taxes |
21 | (7,680 | ) | (85 | ) | (13,369 | ) | |||||||||
Net income (loss) |
$ | (2,371 | ) | $ | 5,770 | $ | (14,348 | ) | $ | (2,792 | ) | |||||
Earnings (loss) per share (Note 8): |
||||||||||||||||
Basic |
$ | (0.22 | ) | $ | 0.52 | $ | (1.32 | ) | $ | (0.25 | ) | |||||
Diluted |
$ | (0.22 | ) | $ | 0.48 | $ | (1.32 | ) | $ | (0.25 | ) | |||||
Weighted-average common shares outstanding: |
||||||||||||||||
Basic |
10,891 | 11,083 | 10,889 | 11,086 | ||||||||||||
Diluted |
10,891 | 13,349 | 10,889 | 11,086 | ||||||||||||
Dividends per common share |
$ | — | $ | 0.10 | $ | — | $ | 0.20 |
2
Six Months Ended | ||||||||
June 30, | ||||||||
(in thousands) | 2008 | 2007 | ||||||
(unaudited) | ||||||||
Cash flows from operating activities: |
||||||||
Net loss |
$ | (14,348 | ) | $ | (2,792 | ) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: |
||||||||
Depreciation and amortization |
7,393 | 4,688 | ||||||
Amortization of debt discount and offering costs |
329 | 164 | ||||||
Loss on sale of available for sale securities |
— | 48 | ||||||
Stock-based compensation expense |
745 | 791 | ||||||
Undistributed (earnings) losses from equity investments |
72 | (221 | ) | |||||
Foreign currency translation |
831 | 395 | ||||||
Deferred income taxes |
(498 | ) | (19 | ) | ||||
Change in assets and liabilities, net of effects of business acquisitions and dispositions: |
||||||||
Accounts and other receivables |
6,291 | (14,808 | ) | |||||
Costs in excess of billings on construction contracts |
(2,028 | ) | 436 | |||||
Premiums receivable |
3,076 | 2,610 | ||||||
Deferred policy acquisition costs |
— | 303 | ||||||
Reinsurance recoverable |
476 | 909 | ||||||
Prepaid insurance premiums |
— | 228 | ||||||
Inventory |
(1,200 | ) | (704 | ) | ||||
Prepaid costs and other current assets |
(4,196 | ) | (25,117 | ) | ||||
Other assets |
250 | 315 | ||||||
Accounts payable and accrued expenses |
(1,837 | ) | 14,519 | |||||
Passenger and participant deposits |
11,829 | 29,831 | ||||||
Billings in excess of costs on construction contracts |
(3,790 | ) | 5,608 | |||||
Loss and loss adjustment expense reserves |
(2,237 | ) | (3,851 | ) | ||||
Unearned premiums |
— | (1,111 | ) | |||||
Other |
— | (21 | ) | |||||
Net cash provided by operating activities |
1,158 | 12,201 | ||||||
Cash flows from investing activities: |
||||||||
Proceeds from sale of available-for-sale securities |
2,338 | 34,978 | ||||||
Purchase of available-for-sale securities |
(53 | ) | (335 | ) | ||||
Restricted cash |
(10,337 | ) | (30,971 | ) | ||||
Cash paid for acquisitions of subsidiaries, net of cash received |
— | (10,954 | ) | |||||
Purchase of property and equipment |
(3,352 | ) | (11,117 | ) | ||||
Net cash used in investing activities |
(11,404 | ) | (18,399 | ) | ||||
Cash flows from financing activities: |
||||||||
Proceeds from line of credit |
481 | 1,045 | ||||||
Proceeds from exercise of stock options |
21 | 101 | ||||||
Proceeds from issuance of convertible notes |
— | 97,000 | ||||||
Payments on debt |
(2,595 | ) | (62,334 | ) | ||||
Convertible debt offering costs |
— | (3,281 | ) | |||||
Common stock dividends paid |
— | (2,168 | ) | |||||
Repurchase of common stock |
— | (1,577 | ) | |||||
Net cash (used in) provided by financing activities |
(2,093 | ) | 28,786 | |||||
Net change in cash and cash equivalents |
$ | (12,339 | ) | $ | 22,588 | |||
Cash and cash equivalents, beginning of period |
21,998 | 8,246 | ||||||
Cash and cash equivalents, end of period |
$ | 9,659 | $ | 30,834 | ||||
3
1. | Description of the Company and Basis of Presentation | |
The Company | ||
Ambassadors International, Inc. (the “Company”) was founded in 1967 as a travel services company incorporated in Washington and reincorporated in Delaware in 1995. The Company operates through four wholly-owned subsidiaries: (i) Ambassadors, LLC (“Ambassadors”), which commenced operations in 1996; (ii) Cypress Reinsurance, Ltd (“Cypress Re”), which commenced operations in 2004; (iii) Ambassadors Marine Group, LLC (“AMG”), which commenced operations in 2006; and (iv) Ambassadors Cruise Group, LLC (“ACG”), which commenced operations in 2006. ACG formed a wholly-owned subsidiary, Ambassadors International Cruise Group, LLC (“AICG”) which acquired Windstar Sail Cruises Limited (“Windstar Cruises”) in April 2007. | ||
The Company operates in the following four business segments: (i) cruise, which includes the operations of ACG, (ii) marine, which includes the operations of AMG, (iii) travel and events, which includes the operations of Ambassadors, and (iv) corporate and other, which consists of general corporate assets (primarily cash and cash equivalents and investments), the operations of Cypress Re and other activities which are not directly related to the Company’s cruise, marine and travel and events operating segments. | ||
The following further describes the operations of the Company’s business segments: |
• | Cruise — This segment operates Majestic America Line and Windstar Cruises brands within ACG. Majestic America Line is a domestic provider of overnight passenger cruises along inland rivers and coastal waterways of North America. The Company acquired seven U.S.-flagged cruise ships under the Majestic America Line brand, including the 223-passenger Empress of the North, the 142-passenger Queen of the West, the 436-passenger American Queen®, the 412-passenger Mississippi Queen®, the 176-passenger Delta Queen®, the 48-passenger Contessa, and the 150-passenger Columbia Queen. The Company acquired its U.S. cruise operations through a series of acquisitions. In January 2006, ACG acquired American West Steamboat Company, LLC (“American West”), a cruise company that offers cruises through Alaska’s Inside Passage and on the Columbia and Snake rivers. In April 2006, the Company acquired the cruise-related assets of Delta Queen Steamboat Company, Inc. (“Delta Queen”). On April 2, 2007, ACG, through its wholly-owned subsidiary, AICG, acquired Windstar Cruises, an international-flagged small ship cruise line that operates a three-ship fleet that includes the 312-passenger Wind Surf, 148-passenger Wind Spirit, and 148-passenger Wind Star. | ||
The 2008 cruise schedule includes cruises through Alaska’s Inside Passage onboard the Empress of the North, and on the Columbia and Snake Rivers onboard the Empress of the North, Columbia Queen and Queen of the West. The Company also offers historical cruises onboard the American Queen®, Delta Queen® and Mississippi Queen® on many American rivers, including the Mississippi, Ohio, Tennessee, Cumberland and Arkansas Rivers, with stops at many American historic cities, battle grounds and estates, including New Orleans, Memphis and St. Louis. Each of the Company’s cruises offers an onboard historian and naturalist and shore excursions to enhance passengers’ understanding of the wildlife, history and cultures of the areas traveled. The Company’s 2008 cruise schedule also includes destinations in the Greek Isles, Caribbean Islands and Costa Rica and cruises on the Mediterranean, the Adriatic, and the Panama Canal on one of the three Windstar Cruises ships. | |||
In April 2008, the Company announced its intention to sell the Majestic America Line. As of June 30, 2008, the net assets of the Majestic America Line did not qualify for “held-for-sale” treatment under Statement Financial Accounting Standard (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” The Company also determined that there was no impairment of the assets of Majestic America Line as of June 30, 2008. |
• | Marine — This segment includes marina design, manufacturing and construction services. The Company also offers marine operations, shipyard services, management and consulting services to marina owners. The Company’s marine operations primarily consist of Bellingham Marine Industries, Inc. (“Bellingham Marine”) acquired on July 21, 2006 and BellPort Group, Inc. (“BellPort”), acquired in February 2005. Bellingham Marine is a global marina builder, providing design and construction services to marina owners throughout the world. The Company’s marine business’ customer base is widespread and geographically diverse, and includes corporations, government agencies and private individuals. In February 2008, in order to further expand the Company’s shipyard operations, BellPort purchased certain assets related to Anacapa Marine Services, a shipyard business located in Channel Islands Harbor in Oxnard, California, for $0.4 million. |
4
• | Travel and Events — Operating under the Ambassadors, LLC brand, this segment develops, markets, and manages meetings and incentive programs for a nationwide roster of corporate clients utilizing incentive travel, merchandise award programs and corporate meeting management services. It provides comprehensive hotel reservation, registration and travel services for meetings, conventions, expositions and trade shows. It also develops, markets, and distributes event portfolio management technology solutions for corporations and large associations. |
• | Corporate and Other — This segment consists of general corporate assets (primarily cash and cash equivalents and investments), the operations of Cypress Re and other activities which are not directly related to the Company’s cruise, marine or travel and events segments. Cypress Re reinsures property and casualty risks written by licensed United States insurers. The lines of business that are currently being reinsured include commercial auto liability, commercial physical damage and workers’ compensation. These risks are associated with members of highly selective affinity groups or associations. Cypress Re has not entered into any new programs in 2007 and 2008. |
Seasonality | ||
The Company’s businesses are seasonal. Prior to 2006, the majority of the Company’s operating results was recognized in the first and second quarters of each fiscal year, which correspond to the busy season for the Company’s travel and events services. As a result of the acquisitions within the Company’s cruise segment and the size of its cruise operations in relation to its overall operations, since 2006, a majority of the Company’s operating results has been recognized in the second and third quarters of each fiscal year, which coincide with the cruising season. | ||
Basis of Presentation | ||
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six month period ended June 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008 or any other future periods. | ||
The condensed consolidated balance sheet at December 31, 2007 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. Certain reclassifications have been made to the 2007 condensed consolidated financial statements to conform to the 2008 presentation. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2007. | ||
Fair Value Measurements | ||
Effective January 1, 2008, the Company implemented the requirements of SFAS No. 157, Fair Value Measurements (“SFAS No. 157”) for its financial assets and liabilities. SFAS No. 157 refines the definition of fair value, expands disclosure requirements about fair value measurements and establishes specific requirements as well as guidelines for a consistent framework to measure fair value. SFAS No. 157 defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. Further, SFAS No. 157 requires the Company to maximize the use of observable market inputs, minimize the use of unobservable market inputs and disclose in the form of an outlined hierarchy the details of such fair value measurements. |
5
SFAS No. 157 specifies a hierarchy of valuation techniques based on whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. This hierarchy requires the use of observable market data when available. These two types of inputs have created the following fair value hierarchy: |
• | Level 1 — quoted prices for identical instruments in active markets; |
• | Level 2 — quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and |
• | Level 3 — valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
The Company measures fair value using a set of standardized procedures that are outlined herein for all financial assets and liabilities which are required to be measured at fair value. When available, the Company utilizes quoted market prices from an independent third party source to determine fair value and classifies such items in Level 1. In some instances where a market price may be available, but in an inactive or over-the-counter market where significant fluctuations in pricing could occur, the Company would consistently choose the dealer (market maker) pricing estimate and classify the financial asset or liability in Level 2. | ||
If quoted market prices or inputs are not available, fair value measurements are based upon valuation models that utilize current market or independently sourced market inputs, such as interest rates, option volatilities, credit spreads, etc. Items valued using such internally-generated valuation techniques are classified according to the lowest level input that is significant to the fair value measurement. As a result, a financial asset or liability could be classified in either Level 2 or 3 even though there may be some significant inputs that are readily observable. Internal models and techniques used by the Company include discounted cash flow and Black-Scholes-Merton option valuation models. The adoption of SFAS No. 157 did not have a material impact on the Company’s consolidated financial position or results of operations. | ||
On February 12, 2008, the Financial Accounting Standards Board (“FASB”) amended the implementation of SFAS No. 157 related to non-financial assets and liabilities until fiscal periods beginning after November 15, 2008. As a result, the Company has not applied the above fair value procedures to its goodwill and long-lived asset impairment analyses during the current period. The Company believes that the adoption of SFAS No. 157 for non-financial assets and liabilities will not have a material impact on its consolidated financial position or results of operations upon implementation for fiscal periods beginning after November 15, 2008. | ||
The following table illustrates the Company’s fair value measurements of its financial assets and liabilities as classified in the fair value hierarchy, associated unrealized and realized gains and losses, as well as purchases, sales, issuances, settlements (net) or transfers out of a Level 1 classification. Realized gains and losses are recorded in other income, net on the Company’s consolidated statement of operations (in thousands): |
Change in | ||||||||||||||||
Fair Value | Fair Value | Unrealized | Realized | |||||||||||||
Fair Value Hierarchy | June 30, 2008 | December 31, 2007 | Gain/(Loss)(1) | Gain/(Loss)(1) | ||||||||||||
Level 1 |
$ | 217 | $ | 2,514 | $ | (13 | ) | $ | — | |||||||
Level 2 |
— | — | — | — | ||||||||||||
Level 3 |
— | — | — | — |
(1) | Settlements (net) or transfers out of Level I during the six months ended June 30, 2008 amounted to $2,284. |
Restricted Cash | ||
The Company’s cruise passenger deposits are primarily received through credit card transactions. At December 31, 2007, the Company had $17.1 million of restricted cash held by banks in cash equivalents and a certificate of deposit in order to secure its processing of passenger deposits through credit cards. The restricted amounts were negotiated between the Company and the bank based on a percentage of the expected future volume of credit card transactions within a standard twelve-month period. At June 30, 2008, the total amount of restricted cash held by banks was $27.4 million. |
6
On March 27, 2007, the Company amended its credit facility with a bank to reduce its revolving line of credit from $20.0 million to $12.5 million and established a $12.5 million certificate of deposit with the bank to secure its outstanding letters of credit. The certificate amount was based on the Company’s current letters of credit then outstanding. On July 18, 2008, the Company amended its credit facility to $7.5 million and reduced the corresponding certificate of deposit accordingly. | ||
As of June 30, 2008 and December 31, 2007, the $0.6 million and $1.5 million, respectively, of the Company’s restricted cash represented principal and interest payments made to a depository account which was used to pay bondholders of certain of the Company’s vessel debt in August 2008 as required under the loan agreement. | ||
Revenue Recognition | ||
The Company recognizes revenue in accordance with GAAP, including SEC Staff Accounting Bulletin No. 104, “Revenue Recognition,” and EITF 99-19, “Reporting Revenue Gross as a Principal Versus Net as an Agent.” The Company recognizes revenue when persuasive evidence of an arrangement exists, the service fee is fixed or determinable, collectibility is reasonably assured and delivery has occurred. | ||
Passenger Ticket Revenue and Onboard and Other Cruise Revenues | ||
The Company records passenger ticket revenue net of applicable discounts and recognizes passenger ticket revenue and related costs of revenue when the cruise is completed. The Company generally receives from its customers a partially refundable deposit within one week of booking a tour, with the balance typically remitted 60 days prior to the departure date. If customers cancel their trip, the nonrefundable portion of their deposit is recognized as revenue on the date of cancellation. Passenger revenue representing travel insurance purchased at the time of reservation is recognized upon the completion of the cruise or passenger cancellation, whichever is earlier and the Company’s obligation has been met. Onboard and other cruise revenue consisting of beverage and souvenir sales and optional shore excursions are deferred and recognized as revenue when the cruise is completed. | ||
Marine Revenue | ||
The Company recognizes revenue for marine and related services, and shipyard related revenue in accordance with the American Institute of Certified Public Accountants Statement of Position No. 81-1 “Accounting for Performance of Construction-Type and Production-Type Contracts.” | ||
Revenues from fixed-price marine construction contracts are recognized on the percentage-of-completion method, whereby a portion of the contract revenue, based on contract costs incurred to date compared with total estimated costs at completion (based on Company’s estimates), is recognized as revenue each period. Revenues from cost-plus contracts are recognized on the basis of costs incurred, plus the fee earned. Estimates of fees earned are based on negotiated fee amounts or management’s assessment of the fee amounts that are likely to be earned. Each of these methods approximates percentage of completion revenue recognition based on contract costs incurred to date compared with total estimated costs at completion. The Company uses the completed contract method for shipyard related contracts for which reasonably dependable estimates cannot be made. | ||
On occasion, the Company or its customers may seek to modify a contract to accommodate a change in the scope of the work, such as changes in specifications, method or manner of performance, equipment, materials, or period of performance, or to account for customer-caused delays, errors in specifications or design, contract terminations, or other causes of unanticipated additional costs. Such change orders or claims are evaluated according to their characteristics and the circumstances under which they occur, taking into consideration such factors as the probability of recovery, the Company’s experience in negotiating change orders and claims, and the adequacy of documentation substantiating the costs of such change order or claim. Costs attributable to unpriced change orders and claims are accounted for as costs of contract performance in the period in which the costs are incurred, and revenue is recognized to the extent of costs incurred. Revenue in excess of costs attributable to unpriced change orders is recorded when realization is assured beyond a reasonable doubt, based on the Company’s experience with the customer or when a bona fide pricing offer has been provided by the customer. Receivables related to unpriced change orders and claims are not material. | ||
The Company follows these revenue recognition methods because reasonably dependable estimates of the revenue, costs and profits applicable to various stages of a contract can generally be made. Recognized revenues and profit are subject to revisions as the contract progresses to completion. If the Company does not accurately estimate the resources required or the scope of work to be performed, or does not manage its projects properly within the planned periods of time, or satisfy its obligations under the contracts, then profit may be significantly and negatively affected or losses on contracts may need to be recognized. On a regular basis, the Company reviews contract performance, costs incurred, and estimated costs to complete. Revisions to revenue and profit estimates are reflected in income in the period in which the facts that give rise to the revisions become known. Provisions for anticipated losses on contracts are reflected in income in the period in which the loss becomes known. |
7
A contract may be regarded as substantially completed if remaining costs and potential risks are insignificant in amount. The Company considers a contract to be substantially completed upon delivery of the product, acceptance by the customer and compliance with contract performance specifications. | ||
The asset, “costs in excess of billings on construction contracts,” represents revenues recognized in excess of amounts billed. The liability, “billings in excess of costs on construction contracts,” represents billings in excess of revenues recognized. | ||
Travel, Incentive and Event Related | ||
The Company bills travel participants, mainly consisting of large corporations, in advance, and records the cash received as a participant deposit. The Company pays for certain direct program costs such as airfare, hotel and other program costs in advance of travel, which are recorded as prepaid program costs. Travel revenue and related costs are recognized when travel convenes and such revenue is classified as travel and incentive related. This revenue is reported on a net basis, reflecting the net effect of gross billings to the client less any direct program costs. | ||
The Company recognizes revenue from hotel reservation, registration and related travel services when the convention operates. Revenue from the sale of merchandise is recognized when the merchandise is shipped, the service has been provided or when the redemption periods have expired. The Company defers revenue from prepaid, certificate-based merchandise incentive programs until the Company’s obligations are fulfilled or upon management’s estimates (based upon historical trends) that it is remote that the certificate will be redeemed. These revenues are reported on a net basis, reflecting the net effect of gross billings to the client less any direct program or merchandise costs. | ||
Net Insurance Premiums Earned | ||
Insurance premiums are recognized as revenue over the period of the insurance contracts in proportion to the amount of the insurance coverage provided. The insurance contracts are typically twelve months in duration and are considered short-duration contracts. Unearned premiums represent the unearned portion of the insurance contracts as of the balance sheet date. | ||
Ceded reinsurance premiums relate to reinsurance purchased (excess of loss and aggregate stop loss) to mitigate potential losses from severe adverse loss development, both on a per accident claim basis and in the aggregate. These ceded reinsurance transactions are recognized as a reduction of premium revenue in the same manner in which the insurance contract is recognized as premium revenue. | ||
Property, Vessels and Equipment | ||
Property, vessels and equipment are stated at cost, net of accumulated depreciation. The Company expenses the cost of maintenance and repairs that do not improve or extend the lives of the respective assets when incurred. Major additions and betterments are capitalized. The Company’s ships are capitalized and depreciated using the straight-line method over the expected useful life ranging up to 30 years, net of a residual value that generally is approximately 15%. Ship replacement parts are capitalized and depreciated upon being placed in service. Office and shop equipment is capitalized and depreciated using the straight-line method over the expected useful life of the equipment, ranging up to 10 years. Leasehold improvements are amortized using the straight-line method over the lesser of the expected useful life of the improvement or the term of the related lease. | ||
The Company performs reviews for the impairment of property, vessels and equipment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When property, vessels and equipment are sold or retired, the Company removes the related cost and accumulated depreciation from the accounts and recognizes any gain or loss in the statement of operations. Judgments and estimates made related to property, vessels and equipment are affected by factors such as economic conditions, changes in resale values and changes in operating performance. This process requires the use of estimates and assumptions, which are subject to a high degree of judgment. If these assumptions change in the future, the Company may be required to record impairment charges for these assets. No impairment charges were recorded for the periods ended June 30, 2008 and 2007. |
8
Long-lived Assets including Intangible Assets | ||
Goodwill and intangible assets with indefinite useful lives are tested for impairment at least annually or sooner whenever events or changes in circumstances indicate that they may be impaired. The Company’s management evaluates recoverability using both subjective and objective factors. Subjective factors include the evaluation of industry and product trends and the Company’s strategic focus. Objective factors include management’s best estimates of projected future earnings and cash flows. The Company uses a discounted cash flow model to estimate the fair market value of each of its reporting units when it tests goodwill for impairment. Assumptions used include growth rates for revenues and expenses, investment yields on deposits, any future capital expenditure requirements and appropriate discount rates. The Company established reporting units based on its current reporting structure. For purposes of testing goodwill for impairment, goodwill was allocated to these reporting units to the extent it related to each reporting unit. Intangible assets with finite lives are tested for impairment using an undiscounted cash flow model. The Company amortizes intangible assets with finite lives over their estimated useful lives and reviews them for impairment at least annually or sooner whenever events or changes in circumstances indicate that they may be impaired. The majority of the Company’s intangible assets were assigned lives based on contract values associated with each intangible asset. The Company amortizes its acquired intangible assets with finite lives over a period ranging from five to 20 years. No impairment charges were recorded for the periods ended June 30, 2008 and 2007. | ||
Income Taxes | ||
The Company accounts for income taxes in accordance with the provisions of SFAS No. 109, which requires an asset and liability approach that requires the recognition of deferred tax assets and deferred tax liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. | ||
Drydocking | ||
The Company capitalizes drydocking costs as incurred and amortizes such costs over the period to the next scheduled drydock. The Company believes that the deferral method provides a better matching of revenues and expenses. Drydocking costs are included in prepaid and other current assets and in long term assets in the accompanying balance sheet and are amortized over the cruising season between scheduled drydockings. As of June 30, 2008, the Company had approximately $3.8 million in unamortized drydock costs that related to the 2008 season and beyond, of which, approximately $2.9 million is included in prepaid costs and other current assets and approximately $0.9 million is included in other long term assets in the accompanying balance sheet and will be amortized over the period to the next scheduled drydock. | ||
Accounting for Stock-Based Compensation | ||
In December 2004, the FASB issued SFAS No. 123 (revised 2004) “Share Based Payment” (“SFAS No. 123R”). SFAS No.123R supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and amends SFAS No. 95, “Statement of Cash Flows.” Generally, the fair value approach in SFAS No. 123R is similar to the fair value approach described in SFAS No. 123. In 2005, the Company used the Black-Scholes-Merton formula to estimate the fair value of stock options granted to employees. The Company adopted SFAS No. 123R, using the modified-prospective method, beginning January 1, 2006. Based on the terms of the Company’s plans, the Company was not required to record a cumulative effect related to its plans. The Company also elected to continue to estimate the fair value of stock options using the Black-Scholes-Merton formula. |
9
The following table details the stock-based compensation costs included in general and administrative expense (in thousands): |
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
Compensation cost related to stock options |
$ | 174 | $ | 154 | $ | 394 | $ | 368 | ||||||||
Compensation cost related to restricted stock |
151 | 100 | 351 | 423 | ||||||||||||
Total stock-based compensation costs |
$ | 325 | $ | 254 | $ | 745 | $ | 791 | ||||||||
As of June 30, 2008, total unrecognized compensation cost related to nonvested stock-based compensation arrangements granted under the stock option plans expected for the remainder of 2008 and in future years through 2011, respectively, were approximately $0.3 million and $0.4 million. This expected cost does not include the impact of any future stock-based compensation awards. During the six months ended June 30, 2008 and 2007, there were no grants of stock options or restricted stock, and 2,412 common shares and 26,255 common shares, respectively, were issued from exercise of stock options. Additionally, during the six months ended June 30, 2008 and 2007, 3,000 unvested restricted common shares and 24,000 unvested restricted common shares, respectively, were cancelled due to employee terminations. | ||
Dividends Declared | ||
On September 2, 2003, the Company’s board of directors authorized a new dividend policy of paying stockholders $0.40 per share annually, distributable at $0.10 per share on a quarterly basis. The Company and its board of directors intend to continually review the dividend policy to ensure compliance with capital requirements, regulatory limitations, the Company’s financial position and other conditions which may affect the Company’s desire or ability to pay dividends in the future. Subsequent to the dividend declared in May 2007, the Company’s board of directors did not approve any additional dividends for 2007 or for the first six months of 2008. | ||
The following dividends were declared in 2007 on the dates indicated (in thousands): |
Record Date | Payment Date | Dividend Amount | ||||
March 19, 2007 | $ | 1,084 | ||||
May 31, 2007 | 1,084 |
Recent Accounting Pronouncements | ||
On July 16, 2008, the FASB issued Financial Staff Position (“FSP”) No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.” The FSP requires that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends participate in undistributed earnings with common shareholders and the issuing entity is required to apply the two-class method of computing basic and diluted earnings per share. The Company is evaluating FSP No. EITF 03-6-1 but anticipates that the adoption of this FSP will not have a material effect on its consolidated financial statements. | ||
On May 9, 2008, the FASB issued FSP No. APB14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (Including Partial Cash Settlement).” The FSP requires an issuer of certain convertible debt instruments that may be settled in cash, commonly referred to as Instruments B and C from EITF Issue No. 90-19, “Convertible Bonds with Issuer Option to Settle for Cash upon Conversion,” and any other convertible instruments that require or permit settlement in any combination of cash and shares at the issuer’s option, such as those referred to as “Instrument X,” to separately account for the liability and equity components of the instrument in a manner that reflects the issuer’s nonconvertible debt borrowing rate. The FSP is effective for the fiscal years beginning after December 15, 2008 and does not permit early application. However, the transition guidance requires retrospective application to all periods presented, and does not grandfather existing instruments. The Company has not yet completed its evaluation of the potential impact of adopting this FSP, but anticipates a material increase to interest expense related to its $97 million 3.75% convertible senior notes beginning in 2009 when it adopts the FSP. |
10
In April 2008, the FASB issued FSP No. FAS 142-3, “Determination of the Useful Life of Intangible Assets.” FSP No. FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets. The provisions of FSP No. FAS 142-3 are effective for fiscal years beginning after December 15, 2008. The Company is evaluating FSP No. FAS 142-3 and has not yet determined the impact the adoption of FSP No. FAS 142-3 will have on its consolidated financial statements. | ||
In December 2007, the FASB issued SFAS No. 141 (R) “Business Combinations.” SFAS No. 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. SFAS No. 141(R) also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS No. 141(R) is effective for fiscal years beginning after December 15, 2008. The Company is evaluating SFAS No. 141(R) and has not yet determined the impact the adoption will have on its consolidated financial statements. | ||
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an Amendment of Accounting Research Bulletin No. 51.” SFAS No. 160 changes the accounting and reporting for minority interests, which will be recharacterized as non-controlling interests and classified as a component of equity. SFAS No. 160 is effective on a prospective basis for business combinations that occur in fiscal years beginning after December 15, 2008. The Company anticipates the adoption of SFAS No. 160 will not have a material impact on its consolidated financial statements. | ||
In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities-an Amendment of FASB Statement No. 133.” SFAS No. 161 requires enhanced disclosures about an entity’s derivative and hedging activities, specifically how derivative and hedging activities affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. SFAS No. 161 encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The Company anticipates the adoption of SFAS No. 161 will not have a material impact on its consolidated financial statements. | ||
2. | Business Acquisitions and Investments | |
BellPort has a 50% ownership interest in Deer Harbor WI, LLC (“DHWI”). DHWI owns a marina facility in Deer Harbor, Orcas Island, Washington. The Company recorded its proportional share of its losses from DHWI of approximately $31,000 and $72,000 for the three and six months ended June 30, 2008, respectively, and $26,000 and $77,000 for the three and six months ended June 30, 2007, respectively, which are included in other income, net. As of June 30, 2008 and December 31, 2007, BellPort had a note receivable from DHWI for approximately $1.9 million and $1.9 million, respectively, which is classified in other assets in the accompanying balance sheet. The note is secured by a deed of trust on property and bears interest at a variable rate equal to the London Interbank Offered Rate plus 2.75% per year, adjusted annually. As of December 31, 2007, the interest rate was 8.06%. All unpaid principal and accrued and unpaid interest is due no later than November 30, 2011. The Company accounts for its investment in DHWI on the equity method. At June 30, 2008 and December 31, 2007, the investment in DHWI represented $1.1 million and $1.2 million, respectively. | ||
In order to expand its cruise offerings to include international cruise offerings, on April 2, 2007, the Company, through its wholly-owned subsidiary AICG, completed its acquisition of all of the issued and outstanding shares of Windstar Cruises from HAL Antillen N.V., a unit of Carnival Corporation, plc. Under the terms of the purchase agreement, the Company paid approximately $11.3 million in cash, $60 million in seller financing and assumed approximately $28.5 million in liabilities. The $60 million in seller financing was payable over ten years at 7% and was collateralized by each of the three Windstar Cruises’ ships. |
11
The Windstar Cruises purchase price was approximately $72.1 million. The following table summarizes the components of the Windstar Cruises purchase price (in thousands): |
Cash consideration |
$ | 11,289 | ||
Seller financing |
60,000 | |||
Acquisition costs incurred |
802 | |||
Purchase price |
$ | 72,091 | ||
Cash and cash equivalents |
$ | 1,137 | ||
Accounts receivable |
5 | |||
Prepaid and other current assets |
811 | |||
Inventory |
965 | |||
Vessels and equipment |
90,825 | |||
Intangible assets |
7,282 | |||
Total assets acquired |
101,025 | |||
Passenger deposits |
(22,966 | ) | ||
Accounts payable and accrued and other expenses |
(5,995 | ) | ||
Long term debt |
(60,000 | ) | ||
Total liabilities assumed |
(88,961 | ) | ||
Net assets acquired |
$ | 12,064 | ||
Pro Forma | ||||||||||||
Windstar | Pro Forma | |||||||||||
As Reported | Cruises | Combined | ||||||||||
Revenues |
$ | 113,132 | $ | 17,463 | $ | 130,595 | ||||||
Net loss |
$ | (2,792 | ) | $ | 1,080 | $ | (1,712 | ) | ||||
Net loss — basic |
$ | (0.25 | ) | $ | (0.15 | ) | ||||||
Net loss — diluted |
$ | (0.25 | ) | $ | (0.15 | ) | ||||||
3. | Reinsurance | |
In December 2003, the Company formed Cypress Re and registered it as a Class 3 Reinsurer pursuant to Section 4 of the Bermuda Monetary Authority Act to carry on business in that capacity subject to the provisions of that Act. Cypress Re has not entered into any new programs since 2007. | ||
The Company reinsures property and casualty risks written by licensed United States insurers through Cypress Re. The lines of business that are being reinsured include commercial auto liability, commercial physical damage and workers’ compensation. These risks are associated with members of highly selective affinity groups or associations. Members whose risk is reinsured under a program must meet certain loss control program qualifications. A member of a group must pass certain pre-qualification criteria that are part of the underwriting review by a third party. | ||
The assumed reinsurance transactions are typically reinsured through a quota share agreement in which Cypress Re agrees to accept a certain fixed percentage of premiums written from the ceding company and in general assumes the same percentage of purchased reinsurance, direct acquisition costs and ultimate incurred claims. |
12
Cypress Re retains the first layer of risk on a per policy basis, which ranges from $250,000 to $500,000 and the third party reinsurer (through excess of loss reinsurance) retains the next layer up to the policy limits of $1.0 million. Cypress Re retains losses up to the aggregate reinsurance limit, which varies with each quota share reinsurance agreement and the third party reinsurer then pays losses in excess of Cypress Re’s aggregate reinsurance limit up to $5.0 million. Cypress Re is responsible for any additional losses in excess of the aggregate reinsurance limit. | ||
In 2004, the Company transferred its investment interest in two insurance programs to Cypress Re. On March 29, 2004, Cypress Re entered into a reinsurance agreement that incorporated the terms and conditions of the above interest of these programs. The quota share reinsurance agreement covered a retroactive period from July 1, 2002 through March 29, 2004, as well as a prospective period from March 29, 2004 to June 30, 2004. The reinsurance agreement meets the requirements of SFAS No. 113, “Accounting and Reporting for Reinsurance of Short-Duration and Long-Duration Contracts” and has both prospective and retroactive elements. | ||
During 2004, Cypress Re entered into additional quota share reinsurance agreements. These reinsurance agreements represent participation in selective property and casualty programs. The reinsurance agreements meet the requirements of SFAS No. 113. One of the quota share reinsurance agreements covers a retroactive period from January 1, 2003 through May 31, 2004 and a prospective period from June 1, 2004 through December 31, 2004. The other agreements contain only prospective components. | ||
Accounting for prospective reinsurance transactions results in premiums and related acquisition costs being recognized over the remaining period of the insurance contracts reinsured. As of June 30, 2008, there were no balances in unearned premium reserves, deferred policy acquisition costs or ceded prepaid reinsurance premiums. | ||
Accounting for retroactive reinsurance transactions results in the reinsurer reimbursing the ceding company for liabilities incurred as a result of past insurable events covered by the underlying policies reinsured. Loss and loss adjustment expenses are initially recorded at the estimated ultimate payout amount and any gain from any such transaction is deferred and amortized into income. Loss and loss adjustment expense reserves are adjusted for changes in the estimated ultimate payout and the original deferred gain is recalculated and reamortized to the balance that would have existed had the changes in estimated ultimate payout been available at the inception of the transaction, resulting in a corresponding charge or credit to income in the period that the changes in estimated ultimate payout are made. As of June 30, 2008, the deferred gain on retroactive reinsurance was fully amortized. Cypress Re recognized in income $19,000 of the previously deferred gain as of June 30, 2007. | ||
As of June 30, 2008, premiums receivable, reinsurance recoverable and loss and loss adjustment expense reserves on the Company’s balance sheet include $1.0 million, $0.2 million and $1.6 million, respectively, related to retroactive reinsurance. The June 30, 2008 loss and loss adjustment expense reserves balance includes $1.3 million for incurred but not reported claims. | ||
Cypress Re retrocedes risk to the ceding company under specific excess and aggregate loss treaties. Cypress Re remains obligated for amounts ceded in the event that the reinsurer does not meet its obligations. | ||
Premiums receivable at June 30, 2008 consists of funds held in trust by the ceding company of approximately $7.1 million. The funds held in trust primarily consist of high grade corporate bonds, government bonds and money market funds. | ||
As of June 30, 2008, reinsurance recoverable and prepaid reinsurance premiums of $0.7 million and zero, respectively, relate to a single reinsurer. Cypress Re’s exposure to credit loss in the event of non-payment or non-performance is limited to these amounts. |
13
The effect of reinsurance on premiums written and earned for the three and six months ended June 30, 2008 was as follows (in thousands): |
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, 2008 | June 30, 2008 | |||||||||||||||
Written | Earned | Written | Earned | |||||||||||||
Assumed |
$ | — | $ | — | $ | 5 | $ | 5 | ||||||||
Ceded |
— | — | — | — | ||||||||||||
Net premiums |
$ | — | $ | — | $ | 5 | $ | 5 | ||||||||
As of June 30, 2008, the Company had issued approximately $7.4 million in letters of credit related to property and casualty insurance programs that expire at various dates through 2008. | ||
4. | Inventory | |
The Company maintains inventory of marine construction materials, fuel, supplies, souvenirs and food and beverage products. Inventories are stated at the lower of cost or market, using standard costs, which approximates the first-in, first-out method. The components of inventory as of June 30, 2008 and December 31, 2007 were as follows (in thousands): |
June 30, 2008 | December 31, 2007 | |||||||
Marine construction materials |
$ | 2,931 | $ | 2,630 | ||||
Food, souvenirs and supplies |
2,945 | 2,390 | ||||||
Fuel |
1,075 | 731 | ||||||
$ | 6,951 | $ | 5,751 | |||||
5. | Prepaid costs and other current assets | |
The components of prepaid costs and other current assets as of June 30, 2008 and December 31, 2007 were as follows (in thousands): |
June 30, 2008 | December 31, 2007 | |||||||
Current portion of prepaid drydocking costs |
$ | 2,894 | $ | 997 | ||||
Income tax receivable |
3,367 | 2,385 | ||||||
Prepaid program and tour costs |
2,038 | 1,064 | ||||||
Current portion of prepaid offering costs |
75 | 78 | ||||||
Other prepaid costs and other current assets |
4,311 | 4,006 | ||||||
$ | 12,685 | $ | 8,530 | |||||
14
6. | Long term obligations | |
Long term obligations as of June 30, 2008 and December 31, 2007 were as follows (in thousands): |
June 30, 2008 | December 31, 2007 | |||||||
Loans secured by ship mortgages at
fixed rates varying from 2.3% to 6.5%
due through July 2028 |
$ | 67,628 | $ | 69,743 | ||||
Secured note payable to bank at a fixed
interest rate of 8.245%, due May 2010 |
1,629 | 1,656 | ||||||
Amounts outstanding under $2.1 million
secured line of credit with an
Australian bank |
481 | 876 | ||||||
Loans outstanding with New Zealand banks |
27 | 50 | ||||||
3.75% Convertible Senior Notes, net of
unamortized discount and offering costs
of $2,191 and $2,479, respectively |
94,809 | 94,521 | ||||||
Equipment leases |
212 | 217 | ||||||
164,786 | 167,063 | |||||||
Less: current portion |
5,049 | 5,479 | ||||||
Non-current portion |
$ | 159,737 | $ | 161,584 | ||||
At June 30, 2008 and December 31, 2007, the Company’s cash-secured revolving credit facility with a bank in the amount of $12.5 million, had no balances outstanding at the end of each of the respective periods. On July 18, 2008, the Company amended its credit facility to $7.5 million and reduced the corresponding certificate of deposit accordingly. | ||
Loans Secured by Ship Mortgages | ||
In conjunction with ACG’s acquisition of American West, the Company assumed $41.5 million in fixed rate, 4.63% debt payable through 2028 and guaranteed by the United States Government through the United States Maritime Administration (“MARAD”) under Title XI, Merchant Marine Act, 1936, as amended, and is secured by a First Preferred Ship Mortgage on the Empress of the North. Annual principal payments of $1.8 million plus accrued interest are required through July 18, 2028. | ||
EN Boat, LLC (“EN Boat”), the owner of the Empress of the North, was unable to make its semi-annual payment on the note due July 17, 2008. EN Boat will be unable to cure the payment default within the 30 day cure period. The Company is actively working with MARAD toward an orderly transition of the Empress of the North to MARAD’s custodial control following its last scheduled sailing on August 9, 2008. The default under the note should have limited financial impact due to the fact that recourse is limited to the Empress of the North and EN Boat has no other assets. | ||
In conjunction with ACG’s acquisition of the cruise-related assets of Delta Queen, the Company assumed $35.0 million of fixed rate, 6.5% debt payable through 2020 and guaranteed by MARAD under Title XI, Merchant Marine Act, 1936, as amended, and secured by a First Preferred Ship Mortgage on the American Queen®. Semi-annual principal payments accumulating to $2.4 million annually plus accrued interest are required through June 2020. | ||
Bellingham Marine Debt | ||
Bellingham Marine has a note payable to a bank with a balance of $1.6 million at June 30, 2008, secured by property, payable in monthly installments of $16,000 including annual interest at a fixed rate of 8.245%, subject to certain limitations and various financial covenants, due May 10, 2010. As of June 30, 2008, the Company was in compliance with the financial covenants. | ||
Bellingham Marine’s US operations have an asset-based business loan including an $8.0 million credit line with its bank secured by all of Bellingham Marine’s US accounts receivable and inventory and subject to certain financial covenants such as current ratio, minimum capital base, maximum leverage and coverage as required by the agreements. The credit line expires on June 30, 2009 and carries an interest rate of prime rate less 0.5%, adjustable daily or fixed for 90 days at Bellingham Marine’s option, and is payable monthly. At June 30, 2008, the annual interest rate on this credit line was 4.5%, As of June 30, 2008 there were no borrowings against this credit line and the Company was in compliance with the financial covenants. |
15
Bellingham Marine’s international operations have a $2.1 million line of credit for its Australian subsidiary with National Australia Bank Limited. Interest is payable monthly at an annual adjustable rate that is adjusted quarterly and is collateralized by substantially all of the subsidiary’s assets, including any uncalled or unpaid capital. The interest rate at June 30, 2008 was 8.7%. As of June 30, 2008, the balance on the line of credit was $0.5 million. Bellingham Marine’s New Zealand operations have two bank loans at an average interest rate of 11.3% and outstanding amounts totaling $27,000. In addition, the international operations have equipment leases with balances of $212,000 and $217,000 at June 30, 2008 and December 31, 2007, respectively, secured by the respective equipment payable in monthly installments aggregating $3,200, including interest, through July 2012. | ||
3.75% Convertible Senior Notes | ||
On April 3, 2007, the Company closed the sale of $97.0 million of 3.75% Convertible Senior Notes due 2027 (“Notes”) to Thomas Weisel Partners LLC (“Initial Purchaser”), in a private offering, pursuant to a purchase agreement dated March 28, 2007. A portion of the proceeds from the sale of the Notes was used to retire the $60 million in seller financing incurred in connection with the acquisition of Windstar Cruises as discussed in Note 2 “Business Acquisitions and Investments.” The remaining proceeds were to be used for general corporate purposes and future growth of the Company. | ||
The Notes are convertible into shares of the Company’s common stock at an initial conversion rate of 17.8763 shares per $1,000 principal amount of the Notes (which is equivalent to an initial conversion price of approximately $55.94 per share), subject to adjustment upon the occurrence of certain events. Interest on the Notes is payable semi-annually in arrears on April 15 and on October 15 in each year, commencing October 15, 2007. The Company may redeem the Notes in whole or in part after April 15, 2012. After April 20, 2010 and prior to April 15, 2012, the Company may redeem all or a portion of the Notes only if the price of the Company’s common stock reaches certain thresholds for a specified period of time. Holders of the Notes may require the Company to purchase all or a portion of the Notes, in cash, on April 15, 2012, April 15, 2017 and April 15, 2022 or upon the occurrence of specified fundamental changes (as defined in the purchase agreement dated March 28, 2007). If a holder elects to convert Notes in connection with a specified fundamental change that occurs prior to April 15, 2012, the Company will in certain circumstances increase the conversion rate by a specified number of additional shares. | ||
In connection with the issuance of the Notes, the Initial Purchaser withheld $2.9 million in fees from the proceeds of the offering which amount is classified as debt discount and amortized over a five-year period, the earliest term when the note holders have an option to require the Company to redeem the Notes. The Company also incurred debt offering costs of $0.5 million. Both the debt discount and debt offering costs are being amortized over the five-year period using the effective interest rate method. The unamortized debt discount is included as a component of long-term debt. The unamortized offering costs are included as a component of prepaid costs and other current assets or other assets, respectively, depending on whether the unamortized balance is of a short-term or long-term nature. | ||
Principal payments on the Company’s debt are scheduled to be paid as follows: |
Year Ended December 31, | ||||
2008 (remaining six months) |
$ | 2,918 | ||
2009 |
4,589 | |||
2010 |
5,806 | |||
2011 |
4,267 | |||
2012 |
101,279 | |||
Thereafter |
48,118 | |||
166,977 | ||||
Less: Unamortized discount and offering costs |
(2,191 | ) | ||
Less: current portion |
(5,049 | ) | ||
Non-current portion |
$ | 159,737 | ||
16
7. | Comprehensive Income (Loss) | |
The components of comprehensive income (loss) are as follows (in thousands): |
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
Net income (loss) |
$ | (2,371 | ) | $ | 5,770 | $ | (14,348 | ) | $ | (2,792 | ) | |||||
Change in unrealized
gain on foreign
currency translation |
397 | 150 | 724 | 395 | ||||||||||||
Change in unrealized
gain (loss) on
available-for-sale
securities, net of
income tax expense of
$0, $0, $0 and $32 |
(14 | ) | (7 | ) | (13 | ) | 51 | |||||||||
$ | (1,988 | ) | $ | 5,913 | $ | (13,637 | ) | $ | (2,346 | ) | ||||||
8. | Earnings (Loss) Per Share | |
Basic earnings (loss) per share (EPS) is computed by dividing net income (loss) by the weighted average common shares outstanding. Diluted EPS includes the effect of any potential shares outstanding, which for the Company consists of dilutive stock options and shares issuable under convertible notes (“Notes”). The dilutive effect of stock options is calculated using the treasury stock method with an offset from expected proceeds upon exercise of the stock options and unrecognized compensation expense. The dilutive effect of the Notes is calculated by adding back interest expense and amortization offering costs, net of taxes, which would not have been incurred assuming conversion. Diluted EPS for the three and six months ended June 30, 2008 and 2007 does not include the dilutive effect of stock options and conversion of the Notes into the Company’s common shares since their inclusion would be anti-dilutive. | ||
The table below details the components of the basic and diluted EPS calculations (in thousands, except per share amounts): |
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
Numerator: |
||||||||||||||||
Net income (loss) |
$ | (2,371 | ) | $ | 5,770 | $ | (14,348 | ) | $ | (2,792 | ) | |||||
Add: Interest expense on
convertible debt, net of tax |
— | 528 | — | — | ||||||||||||
Add: Amortized offering
costs, net of tax |
— | 100 | — | — | ||||||||||||
Net (loss) income |
$ | (2,371 | ) | $ | 6,398 | $ | (14,348 | ) | $ | (2,792 | ) | |||||
Denominator: |
||||||||||||||||
Weighted-average shares
outstanding — basic |
10,891 | 11,083 | 10,889 | 11,086 | ||||||||||||
Effect of dilutive securities: |
||||||||||||||||
Stock options |
— | 610 | — | — | ||||||||||||
Convertible debt |
— | 1,656 | — | — | ||||||||||||
Weighted-average shares
outstanding — diluted |
10,891 | 13,349 | 10,889 | 11,086 | ||||||||||||
Earnings (loss) per share: |
||||||||||||||||
Basic |
$ | (0.22 | ) | $ | 0.52 | $ | (1.32 | ) | $ | (0.25 | ) | |||||
Diluted |
$ | (0.22 | ) | $ | 0.48 | $ | (1.32 | ) | $ | (0.25 | ) | |||||
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9. | Business Segments | |
In January 2007, the Company realigned its business segments into the following four business segments: (i) cruise, which includes the operations of ACG; (ii) marine, which includes the operations of AMG; (iii) travel and events, which includes the operations of Ambassadors; and (iv) corporate and other, which consists of general corporate assets (primarily cash and cash equivalents and investments), the insurance operations of Cypress Re and other activities that are not directly related to the Company’s cruise, marine and travel and events operating segments. | ||
Summary of business segment information is as follows (in thousands): |
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
Revenue: |
||||||||||||||||
Cruise |
$ | 44,681 | $ | 47,059 | $ | 68,438 | $ | 52,261 | ||||||||
Marine |
31,314 | 28,565 | 60,666 | 52,049 | ||||||||||||
Travel and events |
4,608 | 4,476 | 8,334 | 8,000 | ||||||||||||
Corporate and other |
— | 168 | 5 | 822 | ||||||||||||
Total revenue |
$ | 80,603 | $ | 80,268 | $ | 137,443 | $ | 113,132 | ||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
Operating income (loss): |
||||||||||||||||
Cruise |
$ | (1,840 | ) | $ | (2,981 | ) | $ | (13,233 | ) | $ | (15,523 | ) | ||||
Marine |
898 | 1,595 | 1,866 | 1,821 | ||||||||||||
Travel and events |
1,038 | 1,271 | 1,413 | 1,632 | ||||||||||||
Corporate and other |
(1,038 | ) | (1,246 | ) | (2,282 | ) | (2,991 | ) | ||||||||
Total operating loss |
$ | (942 | ) | $ | (1,361 | ) | $ | (12,236 | ) | $ | (15,061 | ) | ||||
10. | Income Taxes | |
The Company recorded an income tax benefit of $0.1 million for the six months ended June 30, 2008, compared to $13.4 million for the six months ended June 30, 2007. The Company continues to record a full valuation allowance on its domestic deferred tax assets. | ||
The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state and foreign jurisdictions. With a few exceptions, the Company is no longer subject to U.S. federal income tax examinations for years before 2004; state and local income tax examinations before 2003; and foreign income tax examinations before 2003. | ||
The Company is not currently under Internal Revenue Service, state, local or foreign jurisdiction tax examinations. | ||
During the six months ended June 30, 2008, the Company recognized approximately $11,000 in potential interest and penalties associated with uncertain tax positions. The Company does not expect any significant increases or decreases to its unrecognized tax benefits within 12 months of this reporting date. |
18
11. | Commitments and Contingencies | |
On February 26, 2008, the Company and several of its subsidiaries were named in a complaint by David Giersdorf, the former President of ACG in the Superior Court of Washington for King County. Mr. Giersdorf has alleged he was improperly terminated and has claimed damages which appear to be in excess of $70.0 million. Mr. Giersdorf’s claims, based on verbal agreements, include the following: (i) he left a tenured position with Holland America Line (“HAL”), which well-positioned him to be the President of HAL earning a multi-million dollar annual salary until retirement; (ii) he was denied the opportunity to vest in 87,500 option shares and 30,000 restricted stock grants, which should be valued at a $47 per share stock price; (iii) his assistance in acquiring Windstar and his work in the transition of its vendors and employees entitles him to approximately $54.0 million; (iv) he is owed compensation for future acquisitions; and (v) he is owed sums for reputation and emotional damage. The Company believes all of Mr. Giersdorf’s claims lack merit and will defend them vigorously, but is not able at this time to estimate the outcome of this proceeding. | ||
Queen of the West | ||
In April 2008, a fire occurred in the engine room of the Queen of the West, while the vessel was cruising between The Dalles and John Day Locks in Oregon. The fire was extinguished with no injuries to guests. The Columbia Queen was brought into service in April, earlier than originally scheduled, in order to accommodate guests while the Queen of the West was undergoing repairs. The incident sailing and eight additional sailings were cancelled. | ||
As of June 30, 2008, the Company incurred costs related to relocating passengers and crew, vessel repair costs and refund passenger deposits totaling $0.4 million which have been recorded in operations. In addition, the Company lost revenue of $2.4 million as a result of the cancellations of the nine sailings. The Company is in the process of seeking insurance related recoveries with respect to this incident. | ||
12. | Impairment or Disposal of Long-Lived Assets | |
Since 1968, Congress has granted the Delta Queen® eight consecutive exemptions from the Safety at Sea Act requirement because of fire prevention and safety enhancements made to the ship and the historic status of the Delta Queen®. The current exemption has been extended to November 1, 2008. The Company’s ability to operate the Delta Queen® was dependent upon retaining the current Congressional exemption and obtaining additional exemptions subsequent to 2008. In July 2007, the Company was made aware that the Congressional exemption would not be extended beyond 2008 and announced 2008 as the farewell season for the Delta Queen®. The Company reviewed the remaining vessel value of the Delta Queen® for impairment. Management evaluated the recoverability using both subjective and objective factors. Subjective factors included the evaluation of industry and product trends and the Company’s strategic focus. Objective factors included management’s best estimates of projected future earnings and cash flows. The Company used a discounted cash flow model using assumptions including expected revenues and expenses, investment yields on deposits, any future capital expenditure requirements and appropriate discount rates. Based on the analysis performed, the Company believes that the remaining vessel value on the Delta Queen® is recoverable and no impairment charge has been recorded as of June 30, 2008. | ||
The Company has decided not to operate the 48-passenger Contessa in 2008 and anticipates selling the vessel in the near future. The Company believes that the remaining vessel value on the Contessa is recoverable and no impairment charge has been recorded as of June 30, 2008. | ||
In April 2008, the Company announced its intention to sell the Majestic America Line. As of June 30, 2008, the net assets of the Majestic America Line did not qualify for “held-for-sale” treatment under SFAS No. 144. The Company also determined that there was no impairment of the assets of Majestic America Line as of June 30, 2008. |
19
• | Improve our marketing and pricing strategy by creating a multi-channel marketing approach that embraces the travel agent community, opens up international markets, caters to charter and incentive business and pursues a strong group support for our unique offerings; | ||
• | Reduce our selling expenses by focusing our sales force and targeting our direct mail campaigns, which enable us to scale our campaign to a level more appropriate for a company of our size; | ||
• | Improve our operational execution by partnering with V.Ships to reduce costs while enhancing the onboard guest experience. |
20
21
22
23
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
(unaudited) | (unaudited) | |||||||||||||||
Passengers Carried |
13,898 | 17,589 | 23,053 | 20,644 | ||||||||||||
Occupancy Percentage |
71 | % | 87 | % | 78 | % | 86 | % | ||||||||
Passenger Cruise Days |
100,040 | 121,218 | 163,283 | 139,182 | ||||||||||||
APCD |
140,251 | 139,600 | 210,450 | 161,458 |
24
25
26
27
28
Record Date | Payment Date | Dividend Amount | ||||
March 19, 2007 | $ | 1,084 | ||||
May 31, 2007 | 1,084 |
29
• | our ability to effectively and efficiently operate our cruise operations; |
• | our ability to effectively and expeditiously divest Majestic America Line; |
• | customer cancellation rates; |
• | competitive conditions in the industries in which we operate; |
• | marketing expenses; |
• | extreme weather conditions; |
• | timing of and costs related to acquisitions; |
• | the impact of new laws and regulations affecting our business; |
• | negative incidents involving cruise ships, including those involving the health and safety of passengers; |
• | cruise ship maintenance problems and emergency ship repairs; |
• | reduced consumer demand for vacations and cruise vacations; |
• | changes in fuel, food, payroll, insurance and security costs; |
• | the availability of raw materials; |
30
• | our ability to enter into profitable marina construction contracts; |
• | changes in relationships with certain travel providers; |
• | changes in vacation industry capacity; |
• | the mix of programs and events, program destinations and event locations; |
• | the introduction and acceptance of new programs and program and event enhancements by us and our competitors; |
• | other economic and geo-political factors and other considerations affecting the travel industry; |
• | changes in United States maritime tax laws; |
• | potential claims related to our reinsurance business; and |
• | the potentially volatile nature of the reinsurance business. |
31
(a) | Election of Directors to hold office for a three-year term or until their respective successors are duly elected and qualified: |
Nominee | Votes For | Votes Withheld | ||||||
Brigitte M. Bren |
7,697,239 | 2,711,646 | ||||||
Rafer L. Johnson |
7,705,280 | 2,703,605 | ||||||
Robert P. Mosier |
9,915,962 | 492,923 | ||||||
Arthur A. Rodney |
9,906,530 | 502,355 |
(b) | Appointment of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, 2008: |
Votes For | Against | Abstain | Broker Non-Vote | |||
10,405,239
|
3,646 | 0 | 0 |
32
Exhibit No. | Description | |||
31.1 | Certification of Chief Executive Officer Required by Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended,
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 (1) |
|||
31.2 | Certification of Chief Financial Officer Required by Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended,
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 (1) |
|||
32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (1) |
|||
32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (1) |
(1) | Attached hereto. |
33
AMBASSADORS INTERNATIONAL, INC. (Registrant) |
||||
Date: July 30, 2008 | By: | /s/ Blake T. Barnett | ||
Blake T. Barnett | ||||
Chief Financial Officer, (Principal Financial Officer and Duly Authorized Officer) |
||||
34
Exhibit No. | Description | |||
31.1 | Certification of Chief Executive Officer Required by Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended,
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 (1) |
|||
31.2 | Certification of Chief Financial Officer Required by Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended,
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 (1) |
|||
32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (1) |
|||
32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (1) |
(1) | Attached hereto. |
35
This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
7/18/28 | ||||
4/15/27 | ||||
4/15/22 | ||||
4/15/17 | ||||
4/15/12 | ||||
11/30/11 | 8-K | |||
3/31/11 | 4 | |||
5/10/10 | 3, 4 | |||
4/20/10 | ||||
6/30/09 | 10-Q | |||
12/31/08 | 10-K, NT 10-K | |||
12/15/08 | 4, 8-K | |||
11/15/08 | ||||
11/1/08 | 10-Q | |||
8/9/08 | ||||
Filed as of: | 7/31/08 | 424B3 | ||
Filed on: | 7/30/08 | |||
7/29/08 | 8-K | |||
7/18/08 | 8-K | |||
7/17/08 | ||||
7/16/08 | ||||
For Period End: | 6/30/08 | |||
5/13/08 | 4, DEF 14A | |||
5/9/08 | 4, SC 13D/A | |||
4/29/08 | ||||
2/26/08 | ||||
2/12/08 | ||||
1/1/08 | ||||
12/31/07 | 10-K | |||
10/15/07 | ||||
6/30/07 | 10-Q | |||
5/31/07 | ||||
5/21/07 | ||||
4/18/07 | DEF 14A | |||
4/17/07 | 8-K | |||
4/3/07 | 8-K | |||
4/2/07 | 8-K, 8-K/A, PRE 14A | |||
3/28/07 | 8-K | |||
3/27/07 | 8-K | |||
3/19/07 | ||||
3/12/07 | ||||
1/1/07 | ||||
7/21/06 | 8-K, 8-K/A | |||
4/25/06 | 8-K, 8-K/A | |||
4/1/06 | ||||
2/13/06 | SC 13G/A | |||
1/13/06 | 4, 8-K, 8-K/A | |||
1/1/06 | ||||
11/10/05 | SC 13D/A | |||
12/31/04 | 10-K, 5 | |||
6/30/04 | 10-Q, 3 | |||
6/1/04 | ||||
5/31/04 | ||||
3/29/04 | 10-K/A | |||
9/2/03 | 4, 8-K | |||
1/1/03 | ||||
7/1/02 | ||||
List all Filings |