NEW YORK, May 27, 2015 /PRNewswire/ -- Capitol
Acquisition Corp. II (NASDAQ: CLAC; "Capitol") and Lindblad
Expeditions, Inc. ("Lindblad" or the "Company"), a global provider
of expedition cruises and adventure travel experiences, today
reported Lindblad's financial results for the quarter ended
March 31, 2015.
As announced previously, Lindblad and Capitol intend to merge in
a proposed business combination which is anticipated to close by
June 30, 2015.
First Quarter 2015 Financial Highlights
- Lindblad generated revenue of $55.4
million in the first quarter of 2015, a $4.0 million increase over the prior year
quarter, representing a 7.9% annual growth rate
- Net Yield for the first quarter was $1,003.92, which was $56.58 higher than in the prior year quarter,
representing a 6.0% annual growth rate
- Adjusted EBITDA for the first quarter was $14.2 million, a 1.0% increase over the prior
year quarter
Review of First Quarter 2015 Results
"We are very pleased with our first quarter performance, in
which strong demand for our expeditions continued to drive solid
revenue and net yield growth from our existing fleet. We look
forward to consummating our merger with Capitol which we believe
will move Lindblad into a new phase in our history and enable us to
increase our capacity by expanding our fleet as a public company
and pursuing future growth opportunities more aggressively," said
Sven-Olof Lindblad, President and
Chief Executive Officer of Lindblad.
Tour revenue in the quarter amounted to $55.4 million, an increase of 7.9% from the first
quarter in 2014. The increase was driven by higher revenue from
charter voyages, tour pricing increases, a reduction in travel
related discounts, and an increase in other revenue from pre and
post voyage extensions and air ticket sales.
Net Yield in the quarter amounted to $1,003.92 compared to $947.34 in the first quarter of 2014, which
represents an annual growth rate of 6.0%. The Company
recorded 43,210 Guest Nights Sold in the period, 4,988 guests, and
an occupancy rate of 92.0%. Adjusted Net Cruise Cost per Available
Guest Night amounted to $701.32 in
the first quarter of 2015, compared to $649.18 in the same period in the prior year,
which represents an increase of 8.0%. The increase in Adjusted Net
Cruise Cost was primarily driven by the change in revenue mix from
the prior year quarter as a result of planned increases in revenue
from charter vessels and a higher amount of other revenue which has
lower profit margins than ticket revenue.
Adjusted EBITDA, a non-GAAP financial measure, for the three
months ended March 31, 2015 was
$14.2 million compared to
$14.1 million in the same period in
2014. A reconciliation between Adjusted EBITDA and GAAP net income
is included in the accompanying financial data.
Debt Financing
On May 8, 2015, the Company
entered into a new credit agreement with Credit Suisse A.G. as
Administrative Agent and Collateral Agent. The financing was
increased from $120 million to
$150 million in size and the proceeds
were used to repay the Company's existing debt, complete the buyout
of certain existing stakeholders and to provide additional cash for
growth opportunities and general corporate purposes.
"We are excited about the impending closing of our merger with
Lindblad. We believe the larger debt financing together with
the equity capital from our merger will enable Lindblad to
capitalize on the significant demand for its trips by expanding the
fleet and opportunistically seeking accretive strategic
acquisitions," said Mark Ein,
Chairman and Chief Executive Officer of Capitol.
ADDITIONAL INFORMATION ABOUT THE MERGER BETWEEN CAPITOL AND
LINDBLAD AND WHERE TO FIND IT
In connection with the proposed business combination with
Lindblad, Capitol has filed a preliminary proxy statement with the
SEC to be used at its special meeting in lieu of annual meeting of
stockholders to approve the proposed business combination and
certain other related matters. Stockholders are advised to read the
preliminary proxy statement and, when available, the definitive
proxy statement in connection with the solicitation of proxies for
such meeting because the proxy statement will contain important
information. Such persons can also read Capitol's final prospectus,
dated May 10, 2013, and Capitol's
annual report on Form 10-K for the fiscal year ended December 31, 2014 for a description of the
security holdings of the Capitol officers and directors and their
interests as security holders in the successful consummation of the
proposed business combination. The definitive proxy statement will
be mailed to stockholders as of a record date established for the
meeting. Stockholders will also be able to obtain a copy of the
proxy statement, without charge, by directing a request to: Capitol
Acquisition Corp. II, 509 7th Street, N.W., Washington, D.C. 20004. The preliminary proxy
statement and definitive proxy statement, once available, can also
be obtained, without charge, at the SEC's internet site
(http://www.sec.gov).
About Lindblad Expeditions
Lindblad Expeditions is an expedition travel company that works
in partnership with National Geographic to inspire people to
explore and care about the planet. The organizations work in tandem
to produce innovative marine expedition programs and to promote
conservation and sustainable tourism around the world. The
partnership's educationally oriented voyages allow guests to
interact with and learn from leading scientists, naturalists and
researchers while discovering stunning natural environments, above
and below the sea, through state-of-the-art exploration tools.
About Capitol Acquisition Corp. II
Capitol Acquisition Corp. II is a public investment vehicle
formed for the purpose of effecting a merger, acquisition or
similar business combination. Capitol is led by Chairman and Chief
Executive Officer Mark D. Ein, and
Director and Chief Financial Officer L.
Dyson Dryden. Capitol's securities are quoted on the NASDAQ
stock exchange under the ticker symbols CLAC, CLACW and CLACU. The
company, which raised $200 million of
cash proceeds in an initial public offering in May 2013, is Mark
Ein's second publicly traded acquisition vehicle. The first,
Capitol Acquisition Corp., created Two Harbors Investment Corp.
(NYSE: "TWO"), a leading mortgage real estate investment trust
(REIT) with a current market capitalization of more than
$3.8 billion.
FORWARD LOOKING STATEMENTS
This written communication contains forward-looking statements
that involve risks and uncertainties concerning Capitol's proposed
business combination with Lindblad, Lindblad's expected financial
performance, as well as its strategic and operational plans. Actual
events or results may differ materially from those described in
this written communication due to a number of risks and
uncertainties. The potential risks and uncertainties include, among
others, the possibility that the proposed business combination will
not close or that the closing may be delayed; the reaction of
Lindblad's customers to the proposed business combination; general
economic conditions; or the occurrence of any event, change or
other circumstances that could give rise to the termination of the
merger agreement. In addition, please refer to the documents that
Capitol files with the SEC. The filings by Capitol identify and
address other important factors that could cause its financial and
operational results to differ materially from those contained in
the forward-looking statements set forth in this written
communication. Capitol is under no duty to update any of the
forward-looking statements after the date of this written
communication to conform to actual results.
|
|
|
|
LINDBLAD
EXPEDITIONS, INC. AND SUBSIDIARIES
|
Condensed
Consolidated Balance Sheets
|
|
|
|
|
|
As
of
|
|
March 31,
2015
|
|
December 31,
2014
|
|
(unaudited)
|
|
|
ASSETS
|
|
|
|
Current
Assets:
|
|
|
|
Cash and cash
equivalents
|
$
37,947,183
|
|
$
39,678,720
|
Restricted
cash and marketable securities
|
16,396,128
|
|
8,334,632
|
Inventories
|
1,750,482
|
|
1,700,226
|
Marine
operating supplies
|
5,240,950
|
|
5,078,552
|
Prepaid
expenses and other current assets
|
10,398,868
|
|
11,320,698
|
Due from
DVB
|
5,000,000
|
|
-
|
Total current assets
|
76,733,611
|
|
66,112,828
|
|
|
|
|
Property and
equipment, net
|
119,838,367
|
|
121,873,440
|
Due from
shareholder
|
-
|
|
1,500,926
|
Deferred financing
costs, net
|
1,965,000
|
|
2,019,503
|
Operating
rights
|
6,528,949
|
|
6,528,949
|
Deferred tax
assets
|
247,339
|
|
101,860
|
Investment in
CFMF
|
48,022,835
|
|
47,787,835
|
Total assets
|
$
253,336,101
|
|
$
245,925,341
|
|
|
|
|
LIABILITIES
|
|
|
|
Current
Liabilities:
|
|
|
|
Unearned
passenger revenues
|
$
73,292,553
|
|
$
73,195,195
|
Accounts
payable and accrued expenses
|
18,070,090
|
|
20,028,315
|
Long-term debt
- current
|
4,962,421
|
|
4,934,030
|
Obligations to
repurchase shares of Class A common stock
|
4,965,792
|
|
4,965,792
|
Due to
shareholder
|
2,169,553
|
|
-
|
Due to
CFMF
|
22,733,000
|
|
22,733,000
|
Total current liabilities
|
126,193,409
|
|
125,856,332
|
|
|
|
|
Long-term debt, less
current portion
|
50,691,188
|
|
51,755,608
|
Other long term
liabilities
|
439,030
|
|
447,145
|
Deferred income taxes
- long term
|
299,035
|
|
299,035
|
Total liabilities
|
177,622,662
|
|
178,358,120
|
|
|
|
|
COMMITMENTS AND
CONTINGENCIES
|
|
|
|
|
|
|
|
SHAREHOLDERS'
EQUITY
|
|
|
|
Common stock,
Class A, no par value, 450,000 shares
authorized; 90,000 shares issued and outstanding.
|
-
|
|
-
|
Common stock,
Class B, no par value, 50,000 shares
authorized; 0 issued and outstanding.
|
-
|
|
-
|
Additional
paid - in capital
|
22,680,032
|
|
21,466,308
|
Retained
earnings
|
53,033,407
|
|
46,100,913
|
Total shareholders' equity
|
75,713,439
|
|
67,567,221
|
Total liabilities and shareholders' equity
|
$
253,336,101
|
|
$
245,925,341
|
|
|
|
|
The following table
includes assets to be used to settle liabilities of the
consolidated variable interest entities ("VIEs"). These assets and
liabilities are included in the condensed consolidated balance
sheet above.
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
March 31,
2015
|
|
December 31,
2014
|
ASSETS
|
|
|
|
Cash and cash
equivalents
|
$
2,000
|
|
$
2,000
|
Property and
equipment
|
1,659,073
|
|
1,755,446
|
|
|
|
|
LIABILITIES
|
|
|
|
Accounts payable and
accrued expenses
|
109,706
|
|
55,456
|
Long-term
debt
|
2,170,000
|
|
2,170,000
|
|
|
|
|
LINDBLAD
EXPEDITIONS, INC. AND SUBSIDIARIES
|
Condensed
Consolidated Income Statements
|
(unaudited)
|
|
|
|
|
|
|
For the Three Months
Ended March 31,
|
|
|
2015
|
|
2014
|
|
|
|
|
|
|
Tour
revenue
|
$
55,420,529
|
|
$
51,374,690
|
|
|
|
|
|
|
Cost of
tours
|
24,401,222
|
|
21,976,882
|
|
Gross
profit
|
31,019,307
|
|
29,397,808
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
Selling and
marketing
|
9,162,482
|
|
8,116,195
|
|
General and
administrative
|
11,125,499
|
|
7,253,558
|
|
Depreciation
and amortization
|
2,751,799
|
|
2,874,059
|
|
Total operating expenses
|
23,039,780
|
|
18,243,812
|
|
|
|
|
|
|
Operating
income
|
7,979,527
|
|
11,153,996
|
|
|
|
|
|
|
Other (expense)
income:
|
|
|
|
|
Change in fair
value of obligation to repurchase shares of
|
|
|
|
|
Class A common
stock
|
-
|
|
(1,429,996)
|
|
Loss on
foreign currency translation
|
(116,037)
|
|
(397,893)
|
|
Earnings on
investment in CFMF
|
235,000
|
|
-
|
|
Interest
expense, net
|
(1,189,422)
|
|
(1,320,260)
|
|
Total other expense
|
(1,070,459)
|
|
(3,148,149)
|
|
|
|
|
|
|
Income before income
taxes
|
6,909,068
|
|
8,005,847
|
|
|
|
|
|
|
Income tax
benefit
|
(23,426)
|
|
(404,466)
|
|
|
|
|
|
|
Net
income
|
$
6,932,494
|
|
$
8,410,313
|
|
|
|
|
|
|
Class A Common
Stock
|
|
|
|
|
Net income
available to Class A Common Stockholders
|
$
6,932,494
|
|
$
7,989,773
|
|
|
|
|
|
|
Weighted
average shares outstanding
|
|
|
|
|
Basic
|
245,220
|
|
244,287
|
|
Diluted
|
248,003
|
|
244,287
|
|
|
|
|
|
|
Earnings per
share
|
|
|
|
|
Basic
|
$
28.27
|
|
$
32.71
|
|
Diluted
|
$
27.95
|
|
$
32.71
|
|
|
|
|
|
|
Class B Common
Stock
|
|
|
|
|
Net income
available to Class B Common Stockholders
|
$
-
|
|
$
420,540
|
|
|
|
|
|
|
Weighted
average shares outstanding
|
|
|
|
|
Basic
|
-
|
|
12,858
|
|
Diluted
|
-
|
|
12,858
|
|
|
|
|
|
|
Earnings per
share
|
|
|
|
|
Basic
|
$
-
|
|
$
32.71
|
|
Diluted
|
$
-
|
|
$
32.71
|
|
|
|
|
|
|
LINDBLAD
EXPEDITIONS, INC. AND SUBSIDIARIES
|
Condensed
Consolidated Statements of Cash Flows
|
(unaudited)
|
|
|
|
|
|
|
|
For the Three Months
Ended March 31,
|
|
|
2015
|
|
2014
|
Cash Flows From
Operating Activities
|
|
|
|
Net
income
|
$
6,932,494
|
|
$
8,410,313
|
Adjustments to
reconcile net income to net cash provided by operating
activities
|
|
|
|
Depreciation and
amortization
|
2,697,296
|
|
2,780,178
|
Amortization of
deferred financing costs
|
54,503
|
|
93,881
|
Amortization of debt
discount
|
189,087
|
|
180,119
|
Stock-based
compensation
|
1,213,724
|
|
-
|
Deferred income
taxes
|
(145,479)
|
|
(240,082)
|
Loss on currency
translation
|
116,037
|
|
397,893
|
Earnings from equity
method investment
|
(235,000)
|
|
-
|
Change in fair value
of obligation to repurchase shares of
|
|
|
|
Class A common
stock
|
-
|
|
1,429,995
|
Collection fee due
from DVB
|
(28,025)
|
|
-
|
Changes in operating
assets and liabilities
|
|
|
|
Inventories and
marine operating supplies
|
(283,152)
|
|
(215,726)
|
Prepaid expenses and
other current assets
|
894,790
|
|
131,459
|
Unearned passenger
revenues
|
852,720
|
|
(4,404,231)
|
Other long term
liabilities
|
(8,115)
|
|
55,060
|
Accounts payable and
accrued expenses
|
(1,865,483)
|
|
(2,998,637)
|
|
|
|
|
|
Net cash provided by
operating activities
|
10,385,397
|
|
5,620,222
|
|
|
|
|
|
Cash Flows From
Investing Activities
|
|
|
|
Purchase of property
and equipment
|
(658,890)
|
|
(570,970)
|
Advance to
shareholder
|
(1,301,496)
|
|
(23,581)
|
Purchase of
restricted cash and marketable securities
|
(8,061,496)
|
|
(3,359,579)
|
|
|
|
|
|
Net cash used in
investing activities
|
(10,021,882)
|
|
(3,954,130)
|
|
|
|
|
|
Cash Flows From
Financing Activities
|
|
|
|
Repayments of term
loan facility
|
(1,225,116)
|
|
(992,209)
|
|
|
|
|
|
Net cash used for
financing activities
|
(1,225,116)
|
|
(992,209)
|
|
|
|
|
|
Effect of exchange
rate changes on cash
|
(869,936)
|
|
166,906
|
|
|
|
|
|
Net (decrease)
increase in cash and cash equivalents
|
(1,731,537)
|
|
840,789
|
|
|
|
|
|
Cash and cash
equivalents at beginning of year
|
39,678,720
|
|
44,353,563
|
|
|
|
|
|
Cash and cash
equivalents at end of year
|
$
37,947,183
|
|
$
45,194,352
|
|
|
|
|
|
Supplemental
disclosures of cash flow information:
|
|
|
|
Cash paid during the
year for
|
|
|
|
Interest
|
$
515,144
|
|
$
1,065,173
|
|
|
|
|
|
Income
taxes
|
$
134,628
|
|
$
176,944
|
|
|
|
|
|
Non-cash investing
and financing activities:
|
|
|
|
Increase in amount
due from DVB (assigned by Sven Lindblad to the
|
|
|
|
Company) for: due
from shareholder ($2,802,422) and
|
|
|
|
due to shareholder
($2,169,553) net of $28,025 collection fee
|
$
4,971,975
|
|
$
-
|
|
|
|
|
|
LINDBLAD
EXPEDITIONS, INC. AND SUBSIDIARIES
|
Non-GAAP
Information
|
(unaudited)
|
|
|
|
|
|
For the Three Months
Ended March 31,
|
Reconciliation of
Net Income to EBITDA and Adjusted EBITDA
|
2015
|
|
2014
|
|
|
|
|
Net Income
|
$
6,932,494
|
|
$
8,410,313
|
Income tax
benefit
|
(23,426)
|
|
(404,466)
|
Interest expense,
net
|
1,189,422
|
|
1,320,260
|
Depreciation and
amortization expense
|
2,751,799
|
|
2,874,059
|
EBITDA
|
$
10,850,289
|
|
$
12,200,166
|
Change in fair value
of obligation to repurchase
|
|
|
|
shares of Class A
common stock
|
-
|
|
1,429,996
|
Loss on foreign
currency translation
|
116,037
|
|
397,893
|
Stock-based
compensation
|
1,213,724
|
|
-
|
Earnings on
investment in CFMF
|
(235,000)
|
|
-
|
Non-recurring merger
related expenses
|
2,268,248
|
|
-
|
Non-recurring
acquisition related expenses
|
-
|
|
51,695
|
Adjusted
EBITDA
|
$
14,213,298
|
|
$
14,079,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
Ended March 31,
|
Guest
Metrics
|
2015
|
|
2014
|
|
|
|
|
Available Guest
Nights
|
46,971
|
|
47,222
|
Guest Nights
Sold
|
43,210
|
|
44,519
|
Occupancy
|
92.0%
|
|
94.3%
|
Maximum
Guests
|
5,439
|
|
5,254
|
Number of
Guests
|
4,988
|
|
4,963
|
|
|
|
|
|
|
|
|
|
For the Three Months
Ended March 31,
|
Calculation of
Gross Yield and Net Yield
|
2015
|
|
2014
|
|
|
|
|
Guest ticket
revenue
|
$
47,799,801
|
|
$
45,533,926
|
Other
revenue
|
7,620,728
|
|
5,840,764
|
Tour
Revenue
|
$
55,420,529
|
|
$
51,374,690
|
Less:
Commissions
|
(3,686,563)
|
|
(3,312,437)
|
Less: Other
expense
|
(4,579,039)
|
|
(3,327,106)
|
Net
Revenue
|
$
47,154,927
|
|
$
44,735,147
|
Available Guest
Nights
|
46,971
|
|
47,222
|
Gross
Yield
|
$1,179.89
|
|
$1,087.94
|
Net
Yield
|
$1,003.92
|
|
$947.34
|
|
|
|
|
|
|
|
|
|
For the Three Months
Ended March 31,
|
Calculation of Net
Cruise Cost Metrics
|
2015
|
|
2014
|
|
|
|
|
Cost of
tours
|
$
24,401,222
|
|
$
21,976,882
|
Plus: Selling and
marketing
|
9,162,482
|
|
8,116,195
|
Plus: General and
administrative
|
11,125,499
|
|
7,253,558
|
Gross Cruise
Cost
|
$
44,689,203
|
|
$
37,346,635
|
Less:
Commissions
|
(3,686,563)
|
|
(3,312,437)
|
Less: Other
expense
|
(4,579,039)
|
|
(3,327,106)
|
Net Cruise
Cost
|
$
36,423,601
|
|
$
30,707,092
|
Less: Fuel
expense
|
(3,046,797)
|
|
(3,621,307)
|
Net Cruise Cost
Excluding Fuel
|
$
33,376,804
|
|
$
27,085,785
|
Non-GAAP
Adjustments
|
|
|
|
Stock-based
compensation
|
(1,213,724)
|
|
-
|
Non-recurring merger
related expenses
|
(2,268,248)
|
|
-
|
Non-recurring
acquisition related expenses
|
-
|
|
(51,695)
|
Adjusted Net
Cruise Cost Excluding Fuel
|
$
29,894,832
|
|
$
27,034,090
|
Available Guest
Nights
|
46,971
|
|
47,222
|
Gross Cruise Cost per
Available Guest Night
|
$951.42
|
|
$790.87
|
Net Cruise Cost per
Available Guest Night
|
$775.45
|
|
$650.27
|
Net Cruise Cost
Excluding Fuel per Available Guest Night
|
$710.58
|
|
$573.58
|
Adjusted Net Cruise
Cost per Available Guest Night
|
$701.32
|
|
$649.18
|
Adjusted Net Cruise
Cost Excl. Fuel per Available Guest Night
|
$636.45
|
|
$572.49
|
|
|
|
|
Key Operational and Financial Metrics
Adjusted EBITDA is net income (loss) excluding
depreciation and amortization, net interest expense, other income
(expense), and income tax benefit (expense), and other supplemental
adjustments. The Company believes Adjusted EBITDA can provide a
more complete understanding of the underlying operating results and
trends and an enhanced overall understanding of the Company's
financial performance and prospects for the future. While Adjusted
EBITDA is not a recognized measure under GAAP, management uses this
financial measure to evaluate and forecast business performance.
Adjusted EBITDA is not intended to be a measure of liquidity or
cash flows from operations or a measure comparable to net income.
The Company's use of Adjusted EBITDA may not be comparable to other
companies within the industry.
Available Guest Nights is a measurement of capacity and
represents double occupancy per cabin (except single occupancy for
a single capacity cabin) multiplied by the number of cruise days
for the period. The Company also records the number of guest nights
available on its limited land programs in this definition.
Gross Cruise Cost represents the sum of cost of tours
plus selling and marketing expense and general and administrative
expense.
Gross Yield represents tour revenue divided by Available
Guest Nights.
Guest Nights Sold represents the number of guests carried
for the period multiplied by the number of nights sailed within the
period.
Maximum Guests is a measure of capacity and represents
the maximum number of guests in a period and is based on double
occupancy per cabin (except single occupancy for a single capacity
cabin).
Net Cruise Cost represents Gross Cruise Cost excluding
commissions and certain other direct costs of guest ticket revenue
and other revenue.
Net Cruise Cost Excluding Fuel represents Net
Cruise Cost excluding fuel costs.
Net Revenue represents tour revenue less commissions and
direct costs of other revenue.
Net Yield represents Net Revenue divided by Available
Guest Nights.
Number of Guests represents the number of guests that
travel with the Company in a period.
Occupancy is calculated by dividing Guest Nights Sold by
Available Guest Nights.
MEDIA CONTACT: Justin Dini or
Alex Yankus, Brunswick Group,
212-333-3810
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/lindblad-expeditions-inc-reports-first-quarter-2015-financial-results-300089324.html
SOURCE Capitol Acquisition Corp. II