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8-K - FORM 8-K - Seven Seas Cruises S. DE R.L.d353044d8k.htm

Exhibit 99.1

 

LOGO

REGENT SEVEN SEAS CRUISES REPORTS RESULTS

FOR FIRST QUARTER 2012:

REVENUE GROWTH OF 15.5 PERCENT AND NET YIELD GROWTH OF 5.2 PERCENT

MIAMI, May 15, 2012 – Regent Seven Seas Cruises (Seven Seas Cruises S. DE R.L. or the “Company”) today reported results for the first quarter ended March 31, 2012.

Revenue for the first quarter of 2012 was up 15.5 percent reaching a record amount for the first quarter of $119.9 million, compared to $103.8 million in the first quarter of 2011. Adjusted EBITDA was $17.7 million for the first quarter of 2012, compared to $16.9 million for the first quarter of 2011. Net Yield for the first quarter of 2012 was up 5.2 percent driven by higher occupancy of 4.7 percentage points. In the first quarter of 2012, we had a 1.1 percent increase in capacity over the first quarter of 2011. Net income was $0.4 million for the first quarter of 2012 compared to net income of $1.5 million for the first quarter of 2011.

Commenting on the first quarter results, the Company’s Chairman and CEO, Frank Del Rio, stated, “We are exceptionally pleased by the performance of the brand with record revenue, occupancy, Net Yield and Adjusted EBITDA for the first quarter, which is a reflection of our focus on providing an extraordinary experience for our guests and travel agency partners and the fulfillment of our brand promise. We were delighted to be honored with the “Platinum Circle” award by Condé Nast Traveler in addition to being ranked the #1 cruise line for Honeymoons by Brides Magazine.”

Other key operating metrics for the first quarter of 2012 compared to the prior year are as follows:

 

   

Net Cruise Cost, excluding Fuel and Other expense, per APCD increased 1.9 percent, to $286 in 2012 compared to $281 in 2011, primarily due to increased hotel services costs driven by an increase in PDS of 6.6 percent.

 

   

Fuel expense increased 17.0 percent, or $1.8 million, reflecting higher prices. Our economic hedging strategy was able to partially offset this increase, as we recognized a $1.2 million cash benefit on executed fuel hedge contracts during the quarter that offset 66.7 percent of the price increase. The realized gain of fuel derivatives was recorded in other income (expense) as these instruments do not qualify for hedge accounting.

 

   

Other expense increased $0.2 million.

 

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About Regent Seven Seas Cruises

Regent Seven Seas Cruises is the world’s most inclusive luxury cruise line. Fares include all-suite accommodations, round-trip air, highly personalized service, acclaimed cuisine, fine wines and spirits, sightseeing excursions in every port, a pre-cruise luxury hotel package and gratuities. Three award-winning, all-suite vessels, Seven Seas Mariner, Seven Seas Voyager, and Seven Seas Navigator, are among the most spacious at sea and visit more than 300 destinations around the globe.

About Prestige Cruise Holdings

Prestige Cruise Holdings (PCH) is the parent company of Oceania Cruises and Regent Seven Seas Cruises. PCH manages select assets in Apollo Management’s cruise investment portfolio and is led by Chairman & CEO Frank J. Del Rio and President & COO Kunal S. Kamlani. PCH is the market leader in the upper-premium and luxury segments of the cruise industry with over 6,400 berths between the Oceania Cruises and Regent Seven Seas Cruises brands.

 

Investor Relations Contact    Media Contact     

Jason Worth

   Gary Gerbino   

Senior Director, Investor Relations

   Vice President, Corporate Communications   

305-514-2245

   305-514-3912   
jworth@prestigecruiseholdings.com    ggerbino@prestigecruiseholdings.com   

 

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Terminology

Adjusted EBITDA is EBITDA plus certain non-cash or non-recurring expenses and charges as well as the impact of settled fuel hedges.

Available Passenger Cruise Days (“APCD”) is our measurement of capacity and represents double occupancy per cabin multiplied by the number of cruise days for the period.

EBITDA is net income (loss) excluding depreciation and amortization, net interest expense, and income tax benefit (expense).

Gross Cruise Cost represents the sum of total cruise operating expense plus selling and administrative expense.

Gross Yield represents total revenue per APCD.

Net Cruise Cost represents Gross Cruise Cost excluding commissions, transportation and other expense, and onboard and other expense.

Net Per Diem represents Net Revenue divided by Passenger Days Sold.

Net Revenue represents total revenue less commissions, transportation and other expense and onboard and other expense.

Net Yield represents Net Revenue per APCD.

Occupancy is calculated by dividing Passenger Days Sold by APCD.

Passenger Days Sold (“PDS”) represents the number of revenue passengers carried for the period multiplied by the number of days within the period of their respective cruises.

Non-GAAP Financial Measures

We use certain non-GAAP financial measures, such as EBITDA, Adjusted EBITDA, Net Revenue, Net Per Diem, and Net Cruise Cost to enable us to analyze our performance. We utilize these financial measures to manage our business on a day-to-day basis and we believe that they are the most relevant measure of our performance, and some of these measures are commonly used in the cruise industry to measure performance. Our use of non-GAAP financial measures may not be comparable to other companies within our industry.

Other cruise lines use Net Yield to manage their business which is a similar measurement that divides Net Revenue by APCD instead of PDS. The distinction is significant as other cruise companies focus more on potential onboard sales resulting in a bias to fill each bed to maximize onboard revenue, at the expense of passenger ticket revenue. Conversely, as our product is substantially all inclusive, we derive nearly all of our revenue from passenger ticket revenue. Hence it is far more important for us to maintain a pricing discipline focusing on passenger ticket revenue rather than to discount cruises in order to achieve higher occupancy to drive potential onboard revenues. We believe that this pricing discipline drives our revenue performance, our relatively long booking window, and allows us to maintain a positive relationship with the travel agency community.

 

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EBITDA is used by management to measure operating performance of the business. Management believes EBITDA, when considered along with other performance measures, is a useful measure as it reflects certain operating drivers of our business, such as sales growth, operating costs, selling, general and administrative expenses and other operating income and expense. While EBITDA is not a recognized measure under GAAP, management uses this financial measure to evaluate and forecast our business performance. This non-GAAP financial measure has certain material limitations, including:

 

   

It does not include net interest expense. As we have borrowed money for general corporate purposes, interest expense is a necessary element of our costs and ability to generate profits and cash flows; and

 

   

It does not include depreciation and amortization expense. As we use capital assets, depreciation and amortization are necessary elements of our costs and ability to generate profits and cash flows. Management compensates for these limitations by using EBITDA, as defined, as only one of several measures for evaluating our business performance. In addition, capital expenditures, which impact depreciation and amortization, net interest expense, and income tax benefit (expense), are reviewed separately by management.

Management believes EBITDA and Adjusted EBITDA can provide a more complete understanding of the underlying operating results and trends and an enhanced overall understanding of our financial performance and prospects for the future. Adjusted EBITDA is also used as a basis to calculate our adherence to certain debt covenant ratios. Certain covenants in our debt agreement are based on financial ratios that reference Adjusted EBITDA. Such covenants restrict our ability to incur or guarantee additional debt and make certain acquisitions in each case under certain circumstances and subject to various exceptions.

We believe that the inclusion of the supplemental adjustments applied in calculating Adjusted EBITDA for purposes of such ratios is appropriate to provide additional information to investors to assess our ability to take certain actions in the future, such as the incurrence of additional secured indebtedness. You are encouraged to evaluate the adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses similar to the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

EBITDA and Adjusted EBITDA are not defined terms under GAAP. Adjusted EBITDA differs from the term “EBITDA” as it is commonly used. Adjusted EBITDA is not intended to be a measure of liquidity or cash flows from operations or measures comparable to net income as it does not take into account certain requirements such as capital expenditures and related depreciation, principal and interest payments and tax payments, and it is subject to certain additional adjustments as permitted under our debt agreement. Our use of Adjusted EBITDA may not be comparable to other companies within our industry.

Please see a historical reconciliation of these financial measures to items in our consolidated financial statements below.

 

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Forward-Looking Statements

This release may contain statements, estimates or projections that constitute “forward-looking statements” as defined under U.S. federal securities laws. All statements other than statements of historical facts, without limitation, those regarding our business strategy, financial position, results of operations, plans, prospects and objectives of management for future operations (including development plans and objectives relating to our activities), are forward-looking. Many, but not all, of these statements can be found by looking for terms like “expect,” “anticipate,” “goal,” “project,” “plan,” “believe,” “seek,” “could,” “will,” “may,” “might,” “forecast,” “estimate,” “intend,” and “future” and for similar words. Forward-looking statements reflect management’s current expectations and do not guarantee future performance and may involve risks, uncertainties and other factors which could cause our actual results, performance, or achievements to differ materially from the future results, performance, or achievements expressed or implied in those forward-looking statements. Examples of these risks, uncertainties and other factors include, but are not limited to, our substantial leverage, including the inability to generate the necessary amount of cash to service our existing debt and the incurrence of substantial indebtedness in the future; continued availability under our credit facilities and compliance with our covenants; our ability to incur significantly more debt despite our substantial existing indebtedness; changes in the global credit markets on our ability to borrow and our counterparty credit risks; adverse economic conditions that may affect consumer demand for cruises such as declines in the securities and real estate markets, declines in disposable income and consumer confidence and higher unemployment rates; the risks associated with operating internationally; adverse events impacting the security of travel that may affect consumer demand for cruises; problems encountered at shipyards, as well as any potential claim, impairment, loss, cancellation or breach of contract in connection with any contracts we have with shipyards; emergency ship repairs, mechanical failures or accidents involving our ships and the impact of delays, costs and other factors resulting therefrom as well as scheduled maintenance, repairs and refurbishment of our ships; the total loss of one or more of our vessels as a result of a marine casualty; the impact of the spread of contagious diseases; the impact of weather and natural disasters; changes in interest rates, fuel costs, foreign currency rates or other operating costs; changes in regulations; accidents, criminal behavior and other incidents affecting the health, safety, security and vacation satisfaction of passengers and causing damage to ships, which could cause reputational harm, the modification of itineraries or cancellation of a cruise or series of cruises; intense competition from other cruise companies as well as non-cruise vacation alternatives which may affect our ability to compete effectively; the lack of acceptance of new itineraries, products or services by our targeted passengers; and the possibility of environmental liabilities and other damage that is not covered by insurance or that exceeds our insurance coverage. The above examples are not exhaustive. From time to time, new risks emerge and existing risks increase in relative importance to our operations. You should not place undue reliance on forward-looking statements as a prediction of actual results. Such forward-looking statements are based on our beliefs, assumptions, expectations, estimates and projections regarding our present and future business strategies and the environment in which we will operate in the future. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in our expectations with regard thereto or any change of events, conditions or circumstances on which any such statement was based. In addition, certain financial measures in this release constitute non-GAAP financial measures as defined by Regulation G. A reconciliation of these items can be found attached hereto and on the Company’s web site at www.rssc.com/investors.

 

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SEVEN SEAS CRUISES S. DE R.L.

CONSOLIDATED STATEMENTS OF INCOME

(unaudited, in thousands)

 

      Quarter Ended
March 31,
 
     2012     2011  

Revenue

    

Passenger ticket

   $ 108,572      $ 93,269   

Onboard and other

     11,288        10,503   
  

 

 

   

 

 

 

Total revenue

     119,860        103,772   
  

 

 

   

 

 

 

Cruise operating expense

    

Commissions, transportation and other

     39,266        28,506   

Onboard and other

     2,256        1,644   

Payroll, related and food

     18,776        17,487   

Fuel

     12,113        10,349   

Other ship operating

     9,331        9,127   

Other

     1,280        1,040   
  

 

 

   

 

 

 

Total cruise operating expense

     83,022        68,153   
  

 

 

   

 

 

 

Other operating expense

    

Selling and administrative

     21,147        21,199   

Depreciation and amortization

     9,675        8,813   
  

 

 

   

 

 

 

Total operating expense

     113,844        98,165   
  

 

 

   

 

 

 

Operating income

     6,016        5,607   
  

 

 

   

 

 

 

Non-operating income (expense)

    

Interest income

     103        13   

Interest expense

     (8,085     (8,018

Other income

     2,513        3,929   
  

 

 

   

 

 

 

Total non-operating expense

     (5,469     (4,076
  

 

 

   

 

 

 

Income before income taxes

     547        1,531   

Income tax expense

     (189     (58
  

 

 

   

 

 

 

Net income

   $ 358      $ 1,473   
  

 

 

   

 

 

 

 

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SEVEN SEAS CRUISES S. DE R.L.

CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands)

 

     As of
March 31,
2012
    As of
December 31,
2011
 

Assets

    

Current assets

    

Cash and cash equivalents

   $ 79,779      $ 68,620   

Restricted cash

     538        743   

Trade and other receivables, net

     9,518        8,319   

Related party receivables

     2,832        748   

Inventories

     6,161        5,132   

Prepaid expenses

     19,657        19,149   

Other current assets

     5,361        4,165   
  

 

 

   

 

 

 

Total current assets

     123,846        106,876   

Property and equipment, net

     650,072        655,360   

Goodwill

     404,858        404,858   

Intangible assets, net

     85,479        86,120   

Other long-term assets

     29,740        30,576   
  

 

 

   

 

 

 

Total assets

   $ 1,293,995      $ 1,283,790   
  

 

 

   

 

 

 

Liabilities and Members’ Equity

    

Current liabilities

    

Trade and other payables

   $ 3,300      $ 5,752   

Accrued expenses

     43,705        41,782   

Passenger deposits

     171,085        159,312   

Derivative liabilities

     —          112   

Current portion of long-term debt

     6,250        —     
  

 

 

   

 

 

 

Total current liabilities

     224,340        206,958   

Long-term debt

     512,250        518,500   

Other long-term liabilities

     12,261        13,694   
  

 

 

   

 

 

 

Total liabilities

     748,851        739,152   

Commitment and contingencies

    

Members’ equity

    

Contributed capital

     563,513        563,365   

Accumulated deficit

     (18,369     (18,727
  

 

 

   

 

 

 

Total members’ equity

     545,144        544,638   
  

 

 

   

 

 

 

Total liabilities and members’ equity

   $ 1,293,995      $ 1,283,790   
  

 

 

   

 

 

 

 

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SEVEN SEAS CRUISES S. DE R.L.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)

 

     Quarter Ended
March 31,
 
     2012     2011  

Cash flows from operating activities

    

Net income

   $ 358      $ 1,473   

Adjustments:

    

Depreciation and amortization

     9,675        8,813   

Amortization of deferred financing costs

     785        1,024   

Stock-based compensation

     148        307   

Unrealized loss on derivative contracts

     (1,262     (2,571

Other, net

     113        17   

Changes in operating assets and liabilities:

    

Trade and other accounts receivable

     (3,283     846   

Prepaid expenses and other current assets

     (513     (2,116

Inventories

     (1,059     (1,318

Accounts payable and accrued expenses

     477        (6,646

Passenger deposits

     12,480        18,186   
  

 

 

   

 

 

 

Net cash provided by operating activities

     17,919        18,015   
  

 

 

   

 

 

 

Cash flows from investing activities

    

Purchases of property and equipment

     (4,913     (4,067

Restricted cash

     205        (760

Acquisition of intangible assets

     —          (4,245
  

 

 

   

 

 

 

Net cash used in investing activities

     (4,708     (9,072
  

 

 

   

 

 

 

Cash flows from financing activities

    

Debt related costs

     (130     (3

Repayment of debt

     —          (6,250

Deferred intangible asset payment

     (2,000     —     
  

 

 

   

 

 

 

Net cash used in financing activities

     (2,130     (6,253
  

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

     78        353   
  

 

 

   

 

 

 

Net increase in cash and cash equivalents

     11,159        3,043   

Cash and cash equivalents

    

Beginning of period

     68,620        37,258   
  

 

 

   

 

 

 

End of period

   $ 79,779      $ 40,301   
  

 

 

   

 

 

 

 

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SEVEN SEAS CRUISES S. DE R.L.

NON-GAAP RECONCILING INFORMATION

(unaudited)

The following table sets forth selected statistical information:

 

     Quarter Ended
March 31,
 
     2012     2011  

Passenger Days Sold

     157,873        148,125   

APCD

     171,990        170,100   

Occupancy

     91.8     87.1

Adjusted EBITDA was calculated as follows (in thousands):

 

     Quarter Ended
March 31,
 
     2012     2011  

Net income

   $ 358      $ 1,473   

Interest income

     (103     (13

Interest expense

     8,085        8,018   

Depreciation and amortization

     9,675        8,813   

Income tax expense, net

     189        58   

Other income

     (2,513     (3,929

Equity-based compensation/transactions (a)

     148        307   

Non-recurring expenses (b)

     397        944   

Restructuring (c)

     277        134   

Fuel hedge gain (d)

     1,232        1,131   
  

 

 

   

 

 

 

ADJUSTED EBITDA

   $ 17,745      $ 16,936   
  

 

 

   

 

 

 

 

(a) Equity-based compensation/transactions represent stock compensation expense in each period.
(b) Non-recurring expenses represents the net impact of time out of service as a result of unplanned and non-recurring repairs to vessels; expenses associated with consolidating corporate headquarters; professional fees and other costs associated with raising capital through debt and equity offerings; certain litigation fees; and the fees paid to license the name “Regent” in the first quarter of 2011. In February 2011, we amended the Regent license agreement to perpetually license the “Regent” name; as such we will not incur any future license fees.
(c) Restructuring charges represents non-recurring expenses associated with personnel changes, lease termination, and other corporate reorganizations to improve efficiencies.
(d) Fuel hedge gain represents the realized gain on fuel hedges triggered by the settlement of the hedge.

 

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SEVEN SEAS CRUISES S. DE R.L.

NON-GAAP RECONCILING INFORMATION

(unaudited)

Net Per Diem, Gross Yield and Net Yield were calculated as follows (in thousands, except Passenger Days Sold, APCD, Net Per Diem, and Yield data):

 

     Quarter Ended
March 31,
 
     2012      2011  

Passenger ticket revenue

   $ 108,572       $ 93,269   

Onboard and other revenue

     11,288         10,503   
  

 

 

    

 

 

 

Total revenue

     119,860         103,772   

Less:

     

Commissions, transportation and other expense

     39,266         28,506   

Onboard and other expense

     2,256         1,644   
  

 

 

    

 

 

 

Net Revenue

   $ 78,338       $ 73,622   
  

 

 

    

 

 

 

Passenger Days Sold

     157,873         148,125   

APCD

     171,990         170,100   

Net Per Diem

   $ 496.21       $ 497.03   

Gross Yield

     696.90         610.06   

Net Yield

     455.48         432.82   

Gross Cruise Cost and Net Cruise Cost were calculated as follows (in thousands, except APCD and cost per APCD):

 

     Quarter Ended
March 31,
 
     2012      2011  

Total cruise operating expense

   $ 83,022       $ 68,153   

Selling and administrative expense

     21,147         21,199   
  

 

 

    

 

 

 

Gross Cruise Cost

     104,169         89,352   

Less:

     

Commissions, transportation and other expense

     39,266         28,506   

Onboard and other expense

     2,256         1,644   
  

 

 

    

 

 

 

Net Cruise Cost

     62,647         59,202   

Less:

     

Fuel

     12,113         10,349   

Other expense

     1,280         1,040   
  

 

 

    

 

 

 

Net Cruise Cost, excluding Fuel and Other

   $ 49,254       $ 47,813   
  

 

 

    

 

 

 

APCD

     171,990         170,100   

Gross Cruise Cost per APCD

   $ 605.67       $ 525.29   

Net Cruise Cost per APCD

     364.25         348.04   

Net Cruise Cost, excluding Fuel and Other, per

     

APCD

     286.38         281.09   

 

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