NEW YORK, Aug. 10, 2020 /PRNewswire/ --
Second Quarter 2020 Highlights:
- Implemented significant cost reduction measures to further
increase liquidity profile and ended the quarter with $80.9 million in unrestricted cash and
$21.3 million in restricted cash
- Amended export credit agreements, deferring $9.0 million in principal payments and suspending
financial covenants
- Following the quarter, amended term loan and revolving credit
facilities to suspend leverage covenants
- Cash usage is approximately $10-15 million monthly excluding the impact of
guest payments and refunds
Lindblad Expeditions Holdings, Inc. (NASDAQ: LIND; the "Company"
or "Lindblad"), a global provider of expedition cruises and
adventure travel experiences, today reported financial results for
the quarter ended June 30, 2020.
Sven-Olof Lindblad, President and
Chief Executive Officer, said, "The COVID-19 virus has created
unprecedented challenges for the travel industry and while we can't
be certain when we will be able to return to the world's most
remarkable destinations, the steps we are taking today will enable
us to return to operations as soon as possible, safely and
prosperously. I couldn't be prouder of how hard the Lindblad team
has worked to enhance our existing rigorous operating protocols,
while coordinating with local authorities that have welcomed us for
the last four decades. We continue to hear from our loyal
guests how eager they are to resume travelling with us, especially
given the smaller size of our ships and the remote geographies we
visit, and we look forward to once again providing them the joy of
exploration through authentic and immersive experiences."
COVID-19 BUSINESS UPDATE
Due to the spread of the COVID-19 virus and the effects of
travel restrictions around the world, the Company has suspended or
rescheduled the majority of its expeditions departing March 16, 2020 through September
30, 2020 and has been working with guests to reschedule
travel plans and refund payments, as applicable. The Company's
ships are currently being maintained with minimally required crew
on-board to ensure they comply with all necessary regulations and
can be fully put back into service quickly as needed. In accordance
with local regulations, the Company closed its offices and most
employees are working remotely to maintain general business
operations, to provide assistance to existing and potential guests
and to maintain information technology systems.
The Company moved quickly to implement a comprehensive plan to
mitigate the impact of COVID-19 and preserve and enhance its
liquidity position. The Company is employing a variety of cost
reduction and cash preservation measures, while accessing available
capital under its existing debt facilities and exploring additional
sources of capital and liquidity. These measures include the
following operating expense and capital expenditure reductions:
- Significantly reduced ship and land-based expedition costs
including crew payroll, land costs, fuel and food. All ships have
been safely laid up.
- Lowered expected annual maintenance capital expenditures by
over $10 million, savings of more
than 50% from originally planned levels.
- Meaningfully reduced general and administrative expenses
through employee furloughs, payroll reductions and the elimination
of all non-essential travel, office expenses and discretionary
spending.
- Suspended the majority of planned advertising and marketing
spend.
- Deferred payment of the majority of bonuses earned for 2019
performance, as well as cash compensation for the Board of
Directors.
- Suspended all repurchases of common stock under the stock
repurchase plan.
Bookings Trends
The Company was off to a strong start to the year with Lindblad
segment bookings at the end of February up 25% for the full year
2020 as compared to the same point a year ago for 2019, and had
sold 86% of its originally projected guest ticket revenues for the
year. Since that point, the Company has experienced a substantial
impact from the COVID-19 virus including elevated cancellations and
softness in near-term demand. As of July 28,
2020, Lindblad segment bookings for travel in 2020 are now
62% below the same point a year ago for 2019 due primarily to the
cancelled and rescheduled voyages, as well as cancellations for
travel later this year. The Company has substantial advanced
bookings for travel in 2021, including 6% more bookings as compared
with bookings for 2020 as of the same date a year ago and 35%
higher bookings as of the same date in 2018 for 2019. The Company
continues to see new bookings for future travel including over
$30.0 million since March 1, 2020, and it is receiving deposits and
final payments for future travel.
For 2020 voyages that have been cancelled or rescheduled, the
Company is providing future travel credits with incremental value
or full refunds, as applicable, to its fully paid guests. As of
July 28, 2020, the majority of guests
have opted for future travel credits.
Balance Sheet and Liquidity
As of June 30, 2020, the Company
had $80.9 million in
unrestricted cash and $21.3 million
in restricted cash primarily related to deposits on future travel
originating from U.S. ports. During the first quarter of 2020
the Company drew down $45.0
million under its revolving credit facility as a
precautionary measure for working capital and general corporate
purposes given the uncertainty related to the COVID-19 pandemic and
borrowed $107.7 million under its
first export credit agreement in conjunction with final payment on
delivery of the National Geographic Endurance in
March 2020.
During April 2020, the Company
drew down $30.6 million under its second export credit
agreement in conjunction with its third installment payment on
the National Geographic Resolution scheduled for delivery in
the fourth quarter of 2021.
During May 2020, the Company
amended its $2.5 million promissory
note, changing the maturity date of the principal payments to be
due in three equal installments, with the first payment due on
December 22, 2020, the second due on
December 22, 2021 and the final
payment due on December 22, 2022.
The Company has also amended both its export credit agreements
and term loan and revolving credit facilities. During
June 2020, the Company amended its
export credit agreements to defer approximately $9.0 million in aggregate scheduled amortization
payments from June 2020 through
March 2021 and to suspend the total
net leverage ratio covenant from June
2020 through June 2021. On August 7, 2020, the Company amended its term loan
and revolving credit facilities to waive the application of the
total net leverage ratio covenant through June 2021. In connection with the amendment, the
interest rate of the term loan has been increased by 125bps, to be
paid-in-kind at maturity, a LIBOR floor of 75bps has been added to
each facility and certain covenants have been amended to be more
restrictive.
As of June 30, 2020, the Company
had a total debt position of $412.3
million and was in compliance with all of its debt covenants
in effect. The Company has no material debt maturities until
2023.
The Company estimates its monthly cash usage while its vessels
are not in operations to be approximately $10-15 million including ship and office
operating expenses, necessary capital expenditures and interest and
principal payments. This excludes guest payments for future travel
and cash refunds requested on previously made guest payments.
The Company is currently evaluating several additional
strategies to enhance its liquidity position. These strategies may
include, but are not limited to, pursuing additional financing from
both the public and private markets through the issuance of equity
and/or debt. The timing and structure of any transaction, if
completed, will depend on market conditions.
The Company has not previously experienced a complete cessation
of its operations and, as a consequence, its ability to predict the
impact of such cessation on its costs and future prospects is
limited. Given the dynamic nature of this situation, the Company
cannot reasonably estimate the impacts of the COVID-19 virus on its
financial condition, results of operations, cash flows, plans and
growth for the foreseeable future. It is unknown when travel
restrictions and various border closures will be lifted and what
the demand for expedition travel will be once these restrictions
are no longer in place. The estimates for monthly cash usage
reflect the Company's current forecast for operating costs, capital
expenditures and expected debt and interest payments. Based on
current liquidity, the actions taken to date and its current
forecast, the Company believes that its liquidity should be
adequate to meet its obligations for the next 12 months.
Return to Operations
The Company already has a robust set of operating protocols and,
in preparation for the resumption of operations, has been
proactively working in close cooperation with various medical
policy experts and public health authorities to further augment its
procedures and protocols for health and safety onboard its vessels
to mitigate the potential impacts of the COVID-19 virus. These
protocols encompass, but are not limited to, medical care,
screening, testing, social distancing, personal protective
equipment, and sanitization during all aspects of the
expedition.
While it is uncertain when the Company will return to
operations, it believes there are a variety of strategic advantages
that should enable it to deploy its ships safely and quickly once
travel restrictions have been lifted. The most notable is the size
of its owned and operated vessels which range from 48 to 148
passengers, allowing for a highly controlled environment that
includes stringent cleaning protocols. The small nature of the
Company's ships should also allow it to efficiently and effectively
test its guests and crew prior to boarding. On average, the Company
estimates it will only take a few thousand tests a month to ensure
all guests and crew across its entire fleet have been tested.
Additionally, the majority of its expeditions take place in remote
locations where human interactions are limited, so there is less
opportunity for external influence. The Company also has the
ability to be flexible with regards to existing itineraries and is
actively investigating additional itinerary opportunities both
internationally and domestically. Lastly, the Company's guests are
explorers by nature, eager to travel and have historically been
very resilient following periods of uncertainty.
SECOND QUARTER RESULTS
Tour Revenues
Second quarter tour revenues decreased $76.9 million, or 100%, as compared to the same
period in 2019. The decline was driven by a $65.0 million decrease at the Lindblad segment
and a $12.0 million decrease at
Natural Habitat as a result of rescheduling all expeditions due to
COVID-19.
Net Income
Net loss available to common stockholders for the second quarter
was $39.7 million, $0.80 per diluted share, as compared with net
income available to common stockholders of $1.0 million, $0.02
per diluted share, in the second quarter of 2019. The $40.7 million decrease primarily reflects the
impact of COVID-19 on operations, a $3.9
million loss on foreign currency in the current year versus
a $0.5 million foreign currency gain
in the second quarter of 2019 and a $2.4
million increase in depreciation and amortization versus the
same period a year ago primarily due to the addition of the
National Geographic Endurance to the fleet in March
2020.
Adjusted EBITDA
Second quarter Adjusted EBITDA loss of $25.5 million decreased $38.0 million as compared to the same period in
2019. The decrease was driven by a $36.3
million decline at the Lindblad segment and a $1.7 million decrease at Natural Habitat.
Lindblad segment Adjusted EBITDA loss of $23.0 million decreased $36.3 million as compared to the second quarter a
year ago due primarily to the revenue impact of rescheduling all
expeditions as a result of COVID-19 and costs associated with the
National Geographic Endurance following its March 2020 delivery. The current quarter
also included lower operating costs for the fleet while laid up, a
reduction in commissions from the impact of COVID-19 on revenues
and reduced marketing and personnel spend.
Natural Habitat Adjusted EBITDA loss of $2.5 million increased $1.7 million versus the second quarter a
year ago primarily due to the lower revenue as a result of
COVID-19, partially offset by lower operating costs due to
rescheduled departures and a decline in marketing and personnel
spend.
|
|
For the three
months ended
June 30,
|
|
|
For the six months
ended
June 30,
|
|
(In
thousands)
|
|
2020
|
|
|
2019
|
|
|
Change
|
|
|
%
|
|
|
2020
|
|
|
2019
|
|
|
Change
|
|
|
%
|
|
Tour
revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lindblad
|
|
$
|
(22)
|
|
|
$
|
64,930
|
|
|
$
|
(64,952)
|
|
|
|
NM
|
|
|
$
|
69,517
|
|
|
$
|
140,968
|
|
|
$
|
(71,451)
|
|
|
|
(51%)
|
|
Natural
Habitat
|
|
|
(246)
|
|
|
|
11,728
|
|
|
|
(11,974)
|
|
|
|
NM
|
|
|
|
11,454
|
|
|
|
25,343
|
|
|
|
(13,889)
|
|
|
|
(55%)
|
|
Total tour
revenues
|
|
$
|
(268)
|
|
|
$
|
76,658
|
|
|
$
|
(76,926)
|
|
|
|
NM
|
|
|
$
|
80,971
|
|
|
$
|
166,311
|
|
|
$
|
(85,340)
|
|
|
|
(51%)
|
|
Operating (loss)
income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lindblad
|
|
$
|
(31,641)
|
|
|
$
|
5,302
|
|
|
$
|
(36,943)
|
|
|
|
NM
|
|
|
$
|
(29,452)
|
|
|
$
|
18,943
|
|
|
$
|
(48,395)
|
|
|
|
NM
|
|
Natural
Habitat
|
|
|
(3,105)
|
|
|
|
(1,181)
|
|
|
|
(1,924)
|
|
|
|
NM
|
|
|
|
(3,043)
|
|
|
|
(458)
|
|
|
|
(2,585)
|
|
|
|
NM
|
|
Total operating
(loss) income
|
|
$
|
(34,746)
|
|
|
$
|
4,121
|
|
|
$
|
(38,867)
|
|
|
|
NM
|
|
|
$
|
(32,495)
|
|
|
$
|
18,485
|
|
|
$
|
(50,980)
|
|
|
|
NM
|
|
Adjusted
EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lindblad
|
|
$
|
(22,986)
|
|
|
$
|
13,270
|
|
|
$
|
(36,256)
|
|
|
|
NM
|
|
|
$
|
(12,911)
|
|
|
$
|
34,200
|
|
|
$
|
(47,111)
|
|
|
|
NM
|
|
Natural
Habitat
|
|
|
(2,491)
|
|
|
|
(773)
|
|
|
|
(1,718)
|
|
|
|
NM
|
|
|
|
(1,988)
|
|
|
|
344
|
|
|
|
(2,332)
|
|
|
|
NM
|
|
Total adjusted
EBITDA
|
|
$
|
(25,477)
|
|
|
$
|
12,497
|
|
|
$
|
(37,974)
|
|
|
|
NM
|
|
|
$
|
(14,899)
|
|
|
$
|
34,544
|
|
|
$
|
(49,443)
|
|
|
|
NM
|
|
Liquidity
The Company's cash, cash equivalents and restricted cash were
$102.2 million as of June 30, 2020, as compared with $109.3 million as of December 31, 2019. The decrease was
primarily a result of $36.8 million
in net cash used in operating activities and purchases of property
and equipment of $152.0 million,
mostly related to the delivery of the National Geographic
Endurance in March 2020 and a
third installment payment for the National Geographic
Resolution which is expected to be delivered in the fourth
quarter of 2021, partially offset by $181.8
million in net cash provided by financing activities.
Financing activities primarily reflect borrowings under our export
credit agreements, including $107.7
million upon delivery of the National Geographic
Endurance and $30.6 million in
conjunction with our third installment payment on the National
Geographic Resolution, and $45.0
million drawn under our revolving credit facility for
working capital and general corporate purposes during the period of
suspended operations related to the COVID-19 pandemic.
Free cash flow use was $188.8
million for the second quarter of 2020 as compared with
$5.1 million in the second
quarter of 2019, due primarily to new build costs and the impact of
COVID-19. Free cash flow is defined as net cash provided by
operating activities less purchases of property and equipment.
LINDBLAD FLEET ACTIVITIES
The Company expanded its travel offerings in March 2020 with the delivery of the National
Geographic Endurance, which will allow it to further
capitalize on the demand for high quality adventure travel and
broaden the immersive and authentic itineraries the Company has to
offer its guests. The National Geographic Endurance
joins the National Geographic Explorer and the National
Geographic Orion to dramatically increase the polar capacity of
the Lindblad National Geographic fleet. The new vessel will be
capable of exploring deep into the Arctic and Antarctic, and its
Ulstein X-BOW® design will allow for greater comfort and speed
through rough waters.
The Company is also currently building a sister ship to the
National Geographic Endurance, the National Geographic
Resolution, which is scheduled for delivery in the fourth
quarter of 2021.
STOCK AND WARRANT REPURCHASE PLAN
The Company currently has a $35
million stock repurchase plan in place. During the second
quarter, the Company did not repurchase any shares. As of
July 31, 2020, the Company had
repurchased 6.0 million warrants and 875,218 shares under the plan
for a total of $23.0 million and had
$12.0 million remaining under the
plan. As of July 31, 2020, there were
49,823,199 million shares common stock outstanding. The
Company has currently suspended all stock repurchases given the
uncertainty surrounding COVID-19.
FINANCIAL OUTLOOK
As previously stated in the Company's Current Report on 8-K
filed on March 13, 2020, given the
uncertain impact from the COVID-19 virus, the Company has withdrawn
its previous full year guidance provided on February 25, 2020 in conjunction with its fourth
quarter 2019 earnings. The COVID-19 outbreak has had, and will
continue to have, a significant impact on the Company's financial
position and results of operation. Given the continued uncertainty
around the COVID-19 pandemic, the Company is not providing a full
year outlook regarding results of operations at this time and will
update our expectations when we have more clarity around the timing
of and extent of future operations.
NON-GAAP FINANCIAL MEASURES
The Company uses a variety of operational and financial metrics,
including non-GAAP financial measures such as Adjusted EBITDA,
Occupancy, Net Yields and Net Cruise Costs, to enable it to analyze
its performance and financial condition. The Company utilizes these
financial measures to manage its business on a day-to-day basis and
believes that they are the most relevant measures of performance.
Some of these measures are commonly used in the cruise and tourism
industry to evaluate performance. The Company believes these
non-GAAP measures provide expanded insight to assess revenue and
cost performance, in addition to the standard GAAP-based financial
measures. There are no specific rules or regulations for
determining non-GAAP measures, and as such, they may not be
comparable to measures used by other companies within the
industry.
The presentation of non-GAAP financial information should not be
considered in isolation or as a substitute for, or superior to, the
financial information prepared and presented in accordance with
GAAP. The definitions of non-GAAP financial measures along with a
reconciliation of non-GAAP financial information to GAAP are
included in the supplemental financial schedules.
Conference Call Information
The Company has scheduled a conference call at 4:30 p.m. Eastern Time on August 10, 2020 to discuss the earnings of the
Company. The conference call can be accessed by dialing (844)
378-6487 (United States), (855)
669-9657 (Canada) or (412)
542-4182 (outside the U.S.). A replay of the call will be available
at the Company's investor relations website,
investors.expeditions.com.
About Lindblad Expeditions Holdings, Inc.
Lindblad Expeditions Holdings, Inc. is an expedition travel
company that focuses on ship-based voyages through its Lindblad
Expeditions brand and on land-based travel through its subsidiary,
Natural Habitat Adventures, an adventure travel and ecotourism
company with a focus on responsible nature travel.
Lindblad Expeditions 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.
Natural Habitat partners with the World Wildlife Fund to offer
and promote conservation and sustainable travel that directly
protects nature. Natural Habitat's adventures include polar bear
tours in Churchill, Canada,
Alaskan grizzly bear adventures and African safaris.
Forward Looking Statements
Certain matters discussed in this press release are
"forward-looking statements" intended to qualify for the safe
harbor from liability established by the Private Securities
Litigation Reform Act of 1995. These forward-looking statements
include the Company's financial projections and may also generally
be identified as such because the context of such statements will
include words such as "anticipate," "believe," "could," "estimate,"
"expect," "intend," "may," "plan," "potential," "predict,"
"project," "should," "will," "would" or words of similar import.
Similarly, statements that describe the Company's financial
guidance or future plans, objectives or goals are also
forward-looking statements. Such forward-looking statements are
subject to certain risks and uncertainties that could cause results
to differ materially from those expected. Many of these risks and
uncertainties are currently amplified by, and will continue to be
amplified by, or in the future may be amplified by, the COVID-19
outbreak. It is not possible to predict or identify all such risks.
There may be additional risks that we consider immaterial or which
are unknown. These factors include, but are not limited to, the
following: (i) suspended operations and disruptions to our business
and operations related to the novel corona virus COVID-19; (ii) the
impacts of the novel coronavirus COVID-19 on our financial
condition, liquidity, results of operations, cash flows, employees,
plans and growth; (iii) the impacts of the novel coronavirus
COVID-19 on future travel and the cruise and airline industries in
general; (iv) unscheduled disruptions in our business due to travel
restrictions, weather events, mechanical failures, pandemics or
other events; (v) changes adversely affecting the business in
which we are engaged; (vi) management of our growth and our ability
to execute on our planned growth; (vii) our business strategy and
plans; (ix) our ability to maintain our relationship with National
Geographic; (x) compliance with new and existing laws and
regulations, including environmental regulations and travel
advisories and restrictions; (xi) compliance with the financial
and/or operating covenants in our debt arrangements; (xii) adverse
publicity regarding the cruise industry in general; (xiii)
loss of business due to competition; (xiv) the result of
future financing efforts; (xv) delays and costs overruns
with respect to the construction and delivery of newly constructed
vessels; (xvi) the inability to meet revenue and Adjusted EBITDA
projections; and (xvii) those risks described in the Company's
filings with the SEC. Stockholders, potential investors and other
readers are urged to consider these factors carefully in evaluating
the forward-looking statements and are cautioned not to place undue
reliance on such forward-looking statements. The forward-looking
statements made herein are made only as of the date of this press
release and the Company undertakes no obligation to publicly update
any forward-looking statements, whether as a result of new
information, future events or otherwise. More detailed information
about factors that may affect the Company's performance may be
found in its filings with the SEC, which are available at
http://www.sec.gov or at http://www.expeditions.com in
the Investor Relations section of the Company's website.
LINDBLAD
EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES
|
Condensed
Consolidated Balance Sheets
|
(In thousands, except
share and per share data)
|
|
|
|
As
of
June 30,
2020
|
|
|
As
of
December 31,
2019
|
|
ASSETS
|
|
(unaudited)
|
|
|
|
|
|
Current
Assets:
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
80,897
|
|
|
$
|
101,579
|
|
Restricted
cash
|
|
|
21,333
|
|
|
|
7,679
|
|
Marine operating
supplies
|
|
|
6,759
|
|
|
|
6,299
|
|
Inventories
|
|
|
1,824
|
|
|
|
2,027
|
|
Prepaid expenses and
other current assets
|
|
|
23,753
|
|
|
|
29,055
|
|
Total current
assets
|
|
|
134,566
|
|
|
|
146,639
|
|
|
|
|
|
|
|
|
|
|
Property and
equipment, net
|
|
|
495,370
|
|
|
|
357,790
|
|
Goodwill
|
|
|
22,105
|
|
|
|
22,105
|
|
Intangibles,
net
|
|
|
5,607
|
|
|
|
6,396
|
|
Deferred tax
asset
|
|
|
639
|
|
|
|
218
|
|
Right-to-use lease
assets
|
|
|
5,601
|
|
|
|
6,105
|
|
Other long-term
assets
|
|
|
8,401
|
|
|
|
9,405
|
|
Total
assets
|
|
$
|
672,289
|
|
|
$
|
548,658
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
Unearned passenger
revenues
|
|
$
|
120,788
|
|
|
$
|
138,825
|
|
Accounts payable and
accrued expenses
|
|
|
43,443
|
|
|
|
38,231
|
|
Lease liabilities -
current
|
|
|
1,394
|
|
|
|
1,335
|
|
Long-term debt -
current
|
|
|
5,646
|
|
|
|
4,525
|
|
Total current
liabilities
|
|
|
171,271
|
|
|
|
182,916
|
|
|
|
|
|
|
|
|
|
|
Long-term debt, less
current portion
|
|
|
395,637
|
|
|
|
213,543
|
|
Deferred tax
liabilities
|
|
|
136
|
|
|
|
4,491
|
|
Lease
liabilities
|
|
|
4,567
|
|
|
|
5,029
|
|
Other long-term
liabilities
|
|
|
6,730
|
|
|
|
3,317
|
|
Total
liabilities
|
|
|
578,341
|
|
|
|
409,296
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND
CONTINGENCIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REDEEMABLE
NONCONTROLLING INTEREST
|
|
|
9,970
|
|
|
|
16,112
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY
|
|
|
|
|
|
|
|
|
Preferred stock,
$0.0001 par value, 1,000,000 shares authorized; no shares issued
and outstanding
|
|
|
-
|
|
|
|
-
|
|
Common stock, $0.0001
par value, 200,000,000 shares authorized; 49,822,955 and 49,717,522
issued, 49,754,431 and 49,626,498 outstanding as of June 30, 2020
and December 31, 2019, respectively
|
|
|
5
|
|
|
|
5
|
|
Additional paid-in
capital
|
|
|
47,394
|
|
|
|
46,271
|
|
Retained
earnings
|
|
|
45,403
|
|
|
|
81,655
|
|
Accumulated other
comprehensive loss
|
|
|
(8,824)
|
|
|
|
(4,681)
|
|
Total stockholders'
equity
|
|
|
83,978
|
|
|
|
123,250
|
|
Total liabilities,
stockholders' equity and redeemable noncontrolling
interest
|
|
$
|
672,289
|
|
|
$
|
548,658
|
|
LINDBLAD
EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES
|
Condensed
Consolidated Statements of Operations
|
(In thousands, except
share and per share data)
|
(unaudited)
|
|
|
|
For the three
months ended
June 30,
|
|
|
For the six months
ended
June 30,
|
|
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tour
revenues
|
|
$
|
(268)
|
|
|
$
|
76,658
|
|
|
$
|
80,971
|
|
|
$
|
166,311
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of
tours
|
|
|
12,721
|
|
|
|
37,520
|
|
|
|
54,913
|
|
|
|
76,537
|
|
General and
administrative
|
|
|
9,798
|
|
|
|
16,268
|
|
|
|
27,025
|
|
|
|
32,350
|
|
Selling and
marketing
|
|
|
3,406
|
|
|
|
12,567
|
|
|
|
16,285
|
|
|
|
26,569
|
|
Depreciation and
amortization
|
|
|
8,553
|
|
|
|
6,182
|
|
|
|
15,243
|
|
|
|
12,370
|
|
Total operating
expenses
|
|
|
34,478
|
|
|
|
72,537
|
|
|
|
113,466
|
|
|
|
147,826
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss)
income
|
|
|
(34,746)
|
|
|
|
4,121
|
|
|
|
(32,495)
|
|
|
|
18,485
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (expense)
income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense,
net
|
|
|
(4,179)
|
|
|
|
(3,188)
|
|
|
|
(7,234)
|
|
|
|
(6,176)
|
|
(Loss) gain on foreign
currency
|
|
|
(3,879)
|
|
|
|
501
|
|
|
|
(7,322)
|
|
|
|
1,157
|
|
Other
expense
|
|
|
(62)
|
|
|
|
(30)
|
|
|
|
(113)
|
|
|
|
(49)
|
|
Total other
expense
|
|
|
(8,120)
|
|
|
|
(2,717)
|
|
|
|
(14,669)
|
|
|
|
(5,068)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before
income taxes
|
|
|
(42,866)
|
|
|
|
1,404
|
|
|
|
(47,164)
|
|
|
|
13,417
|
|
Income tax (benefit)
expense
|
|
|
(2,943)
|
|
|
|
553
|
|
|
|
(4,770)
|
|
|
|
(2,513)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss)
income
|
|
|
(39,923)
|
|
|
|
851
|
|
|
|
(42,394)
|
|
|
|
15,930
|
|
Net (loss) income
attributable to noncontrolling interest
|
|
|
(265)
|
|
|
|
(137)
|
|
|
|
(801)
|
|
|
|
269
|
|
Net (loss) income
available to common stockholders
|
|
$
|
(39,658)
|
|
|
$
|
988
|
|
|
$
|
(41,593)
|
|
|
$
|
15,661
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
49,741,635
|
|
|
|
46,155,981
|
|
|
|
49,683,381
|
|
|
|
45,607,307
|
|
Diluted
|
|
|
49,741,635
|
|
|
|
49,485,004
|
|
|
|
49,683,381
|
|
|
|
48,281,002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income per
share available to common
stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.80)
|
|
|
$
|
0.02
|
|
|
$
|
(0.84)
|
|
|
$
|
0.34
|
|
Diluted
|
|
$
|
(0.80)
|
|
|
$
|
0.02
|
|
|
$
|
(0.84)
|
|
|
$
|
0.32
|
|
LINDBLAD
EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES
|
Condensed
Consolidated Statements of Cash Flows
|
(In
thousands)
|
(unaudited)
|
|
|
|
For the six months
ended
June 30,
|
|
|
|
2020
|
|
|
2019
|
|
Cash Flows From
Operating Activities
|
|
|
|
|
|
|
|
|
Net (loss)
income
|
|
$
|
(42,394)
|
|
|
$
|
15,930
|
|
Adjustments to
reconcile net (loss) income to net cash (used by) provided
by operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
|
15,243
|
|
|
|
12,370
|
|
Amortization of
National Geographic fee
|
|
|
727
|
|
|
|
1,454
|
|
Amortization of
deferred financing costs and other, net
|
|
|
972
|
|
|
|
911
|
|
Amortization of
right-to-use lease assets
|
|
|
101
|
|
|
|
185
|
|
Stock-based
compensation
|
|
|
1,601
|
|
|
|
1,754
|
|
Deferred income
taxes
|
|
|
(4,817)
|
|
|
|
(4,106)
|
|
Loss (gain) on foreign
currency
|
|
|
7,322
|
|
|
|
(1,157)
|
|
Changes in operating
assets and liabilities
|
|
|
|
|
|
|
|
|
Marine operating
supplies and inventories
|
|
|
(257)
|
|
|
|
(32)
|
|
Prepaid expenses and
other current assets
|
|
|
5,342
|
|
|
|
(10,033)
|
|
Unearned passenger
revenues
|
|
|
(18,037)
|
|
|
|
21,600
|
|
Other long-term
assets
|
|
|
277
|
|
|
|
(767)
|
|
Other long-term
liabilities
|
|
|
(730)
|
|
|
|
706
|
|
Accounts payable and
accrued expenses
|
|
|
(2,112)
|
|
|
|
(1,587)
|
|
Net cash (used in)
provided by operating activities
|
|
|
(36,762)
|
|
|
|
37,228
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From
Investing Activities
|
|
|
|
|
|
|
|
|
Purchases of property
and equipment
|
|
|
(152,031)
|
|
|
|
(42,311)
|
|
Net cash used in
investing activities
|
|
|
(152,031)
|
|
|
|
(42,311)
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From
Financing Activities
|
|
|
|
|
|
|
|
|
Proceeds from
long-term debt
|
|
|
183,339
|
|
|
|
-
|
|
Repayments of
long-term debt
|
|
|
(1,000)
|
|
|
|
(1,000)
|
|
Payment of deferred
financing costs
|
|
|
(96)
|
|
|
|
(2,340)
|
|
Repurchase under
stock-based compensation plans and related tax impacts
|
|
|
(351)
|
|
|
|
(1,653)
|
|
Repurchase of
warrants and common stock
|
|
|
(127)
|
|
|
|
(23)
|
|
Net cash provided by
(used in) financing activities
|
|
|
181,765
|
|
|
|
(5,016)
|
|
Net decrease in cash,
cash equivalents and restricted cash
|
|
|
(7,028)
|
|
|
|
(10,099)
|
|
Cash, cash equivalents
and restricted cash at beginning of period
|
|
|
109,258
|
|
|
|
122,150
|
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents
and restricted cash at end of period
|
|
$
|
102,230
|
|
|
$
|
112,051
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
Cash paid during the
period:
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
7,971
|
|
|
$
|
6,999
|
|
Income
taxes
|
|
$
|
60
|
|
|
$
|
564
|
|
Non-cash investing and
financing activities:
|
|
|
|
|
|
|
|
|
Additional paid-in
capital exercise proceeds of option shares
|
|
$
|
-
|
|
|
$
|
225
|
|
Additional paid-in
capital exchange proceeds used for option shares
|
|
$
|
-
|
|
|
$
|
(225)
|
|
LINDBLAD
EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES
|
Supplemental
Financial Schedules
|
(In
thousands)
|
(unaudited)
|
|
Reconciliation of
Net Income to Adjusted
EBITDA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three
months ended
June 30,
|
|
|
For the six months
ended
June 30,
|
|
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
Net (loss)
income
|
|
$
|
(39,923)
|
|
|
$
|
851
|
|
|
$
|
(42,394)
|
|
|
$
|
15,930
|
|
Interest expense,
net
|
|
|
4,179
|
|
|
|
3,188
|
|
|
|
7,234
|
|
|
|
6,176
|
|
Income tax (benefit)
expense
|
|
|
(2,943)
|
|
|
|
553
|
|
|
|
(4,770)
|
|
|
|
(2,513)
|
|
Depreciation and
amortization
|
|
|
8,553
|
|
|
|
6,182
|
|
|
|
15,243
|
|
|
|
12,370
|
|
(Gain) loss on
foreign currency
|
|
|
3,879
|
|
|
|
(501)
|
|
|
|
7,322
|
|
|
|
(1,157)
|
|
Other (income)
expense
|
|
|
62
|
|
|
|
30
|
|
|
|
113
|
|
|
|
49
|
|
Stock-based
compensation
|
|
|
703
|
|
|
|
1,001
|
|
|
|
1,601
|
|
|
|
1,754
|
|
National Geographic
fee amortization
|
|
|
-
|
|
|
|
727
|
|
|
|
727
|
|
|
|
1,454
|
|
Warrant exchange and
debt refinancing costs
|
|
|
-
|
|
|
|
466
|
|
|
|
-
|
|
|
|
466
|
|
Other
|
|
|
13
|
|
|
|
-
|
|
|
|
25
|
|
|
|
15
|
|
Adjusted
EBITDA
|
|
$
|
(25,477)
|
|
|
$
|
12,497
|
|
|
$
|
(14,899)
|
|
|
$
|
34,544
|
|
Reconciliation of
Operating (Loss) Income to Adjusted EBITDA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lindblad
Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three
months ended
June 30,
|
|
|
For the six months
ended
June 30,
|
|
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
Operating (loss)
income
|
|
$
|
(31,641)
|
|
|
$
|
5,302
|
|
|
$
|
(29,452)
|
|
|
$
|
18,943
|
|
Depreciation and
amortization
|
|
|
7,939
|
|
|
|
5,774
|
|
|
|
14,188
|
|
|
|
11,568
|
|
Stock-based
compensation
|
|
|
703
|
|
|
|
1,001
|
|
|
|
1,601
|
|
|
|
1,754
|
|
National Geographic
fee amortization
|
|
|
-
|
|
|
|
727
|
|
|
|
727
|
|
|
|
1,454
|
|
Warrant exchange and
debt refinancing costs
|
|
|
-
|
|
|
|
466
|
|
|
|
-
|
|
|
|
466
|
|
Other
|
|
|
13
|
|
|
|
-
|
|
|
|
25
|
|
|
|
15
|
|
Adjusted
EBITDA
|
|
$
|
(22,986)
|
|
|
$
|
13,270
|
|
|
$
|
(12,911)
|
|
|
$
|
34,200
|
|
Natural Habitat
Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three
months ended
June 30,
|
|
|
For the six months
ended
June 30,
|
|
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
Operating
loss
|
|
$
|
(3,105)
|
|
|
$
|
(1,181)
|
|
|
$
|
(3,043)
|
|
|
$
|
(458)
|
|
Depreciation and
amortization
|
|
|
614
|
|
|
|
408
|
|
|
|
1,055
|
|
|
|
802
|
|
Adjusted
EBITDA
|
|
$
|
(2,491)
|
|
|
$
|
(773)
|
|
|
$
|
(1,988)
|
|
|
$
|
344
|
|
LINDBLAD
EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES
|
Supplemental
Financial Schedules
|
(In thousands, except
for Available Guest Nights,
Gross Yield, Net
Yield and guest metrics)
|
(unaudited)
|
|
Reconciliation of
Free Cash Flow to Net Cash Provided by Operating
Activities
|
|
For the six months
ended
June 30,
|
|
|
|
2020
|
|
|
2019
|
|
Net cash provided by
operating activities
|
|
$
|
(36,762)
|
|
|
$
|
37,228
|
|
Less: purchases of
property and equipment
|
|
|
(152,031)
|
|
|
|
(42,311)
|
|
Free Cash
Flow
|
|
$
|
(188,793)
|
|
|
$
|
(5,083)
|
|
|
|
For the three
months ended
June 30,
|
|
|
For the six months
ended
June 30,
|
|
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
Available Guest
Nights
|
|
|
-
|
|
|
|
53,983
|
|
|
|
51,624
|
|
|
|
112,652
|
|
Guest Nights
Sold
|
|
|
-
|
|
|
|
48,216
|
|
|
|
46,050
|
|
|
|
101,829
|
|
Occupancy
|
|
|
-
|
|
|
|
89
|
%
|
|
|
89
|
%
|
|
|
90
|
%
|
Maximum
Guests
|
|
|
-
|
|
|
|
6,829
|
|
|
|
6,512
|
|
|
|
14,142
|
|
Number of
Guests
|
|
|
-
|
|
|
|
6,269
|
|
|
|
5,564
|
|
|
|
12,801
|
|
Voyages
|
|
|
-
|
|
|
|
87
|
|
|
|
85
|
|
|
|
180
|
|
Calculation of
Gross Yield and Net Yield Lindblad Segment
|
|
For the three
months ended
June 30,
|
|
|
For the six months
ended
June 30,
|
|
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
Guest ticket
revenues
|
|
$
|
(11)
|
|
|
$
|
58,416
|
|
|
$
|
60,351
|
|
|
$
|
125,526
|
|
Other tour
revenue
|
|
|
(11)
|
|
|
|
6,514
|
|
|
|
9,166
|
|
|
|
15,442
|
|
Tour
Revenues
|
|
|
(22)
|
|
|
|
64,930
|
|
|
|
69,517
|
|
|
|
140,968
|
|
Less:
Commissions
|
|
|
(1,835)
|
|
|
|
(4,908)
|
|
|
|
(7,262)
|
|
|
|
(10,759)
|
|
Less: Other tour
expenses
|
|
|
(953)
|
|
|
|
(4,418)
|
|
|
|
(6,713)
|
|
|
|
(10,104)
|
|
Net
Revenue
|
|
$
|
(2,810)
|
|
|
$
|
55,604
|
|
|
$
|
55,542
|
|
|
$
|
120,105
|
|
Available Guest
Nights
|
|
|
-
|
|
|
|
53,983
|
|
|
|
51,624
|
|
|
|
112,652
|
|
Gross
Yield
|
|
|
NM
|
|
|
$
|
1,203
|
|
|
$
|
1,347
|
|
|
$
|
1,251
|
|
Net Yield
|
|
|
NM
|
|
|
|
1,030
|
|
|
|
1,076
|
|
|
|
1,066
|
|
LINDBLAD
EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES
|
Supplemental
Financial Schedules
|
(In thousands, except
for Available Guest Nights,
Gross and Net Cruise
cost Per Available Guest Night and guest metrics)
|
(unaudited)
|
|
Calculation of
Gross Cruise Cost and Net Cruise Cost Lindblad
Segment
|
|
For the three
months ended
June 30,
|
|
|
For the six months
ended
June 30,
|
|
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
Cost of
tours
|
|
$
|
12,182
|
|
|
$
|
30,118
|
|
|
$
|
47,702
|
|
|
$
|
61,439
|
|
Plus: Selling and
marketing
|
|
|
3,201
|
|
|
|
11,321
|
|
|
|
15,184
|
|
|
|
23,962
|
|
Plus: General and
administrative
|
|
|
8,297
|
|
|
|
12,415
|
|
|
|
21,895
|
|
|
|
25,054
|
|
Gross Cruise
Cost
|
|
|
23,680
|
|
|
|
53,854
|
|
|
|
84,781
|
|
|
|
110,455
|
|
Less:
Commissions
|
|
|
(1,835)
|
|
|
|
(4,908)
|
|
|
|
(7,262)
|
|
|
|
(10,759)
|
|
Less: Other tour
expenses
|
|
|
(953)
|
|
|
|
(4,418)
|
|
|
|
(6,713)
|
|
|
|
(10,104)
|
|
Net Cruise
Cost
|
|
|
20,892
|
|
|
|
44,528
|
|
|
|
70,806
|
|
|
|
89,592
|
|
Less: Fuel
Expense
|
|
|
(931)
|
|
|
|
(2,459)
|
|
|
|
(3,323)
|
|
|
|
(5,146)
|
|
Net Cruise Cost
Excluding Fuel
|
|
|
19,961
|
|
|
|
42,069
|
|
|
|
67,483
|
|
|
|
84,446
|
|
Non-GAAP
Adjustments:
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Stock-based
compensation
|
|
|
(703)
|
|
|
|
(1,001)
|
|
|
|
(1,601)
|
|
|
|
(1,754)
|
|
National Geographic
fee amortization
|
|
|
-
|
|
|
|
(727)
|
|
|
|
(727)
|
|
|
|
(1,454)
|
|
Warrant exchange and
debt refinancing costs
|
|
|
-
|
|
|
|
(466)
|
|
|
|
-
|
|
|
|
(466)
|
|
Other
|
|
|
(13)
|
|
|
|
-
|
|
|
|
(25)
|
|
|
|
(15)
|
|
Adjusted Net
Cruise Cost Excluding Fuel
|
|
$
|
19,245
|
|
|
$
|
39,875
|
|
|
$
|
65,130
|
|
|
$
|
80,757
|
|
Adjusted Net
Cruise Cost
|
|
$
|
20,176
|
|
|
$
|
42,334
|
|
|
$
|
68,453
|
|
|
$
|
85,903
|
|
Available Guest
Nights
|
|
|
-
|
|
|
|
53,983
|
|
|
|
51,624
|
|
|
|
112,652
|
|
Gross Cruise Cost per
Available Guest Night
|
|
|
NM
|
|
|
$
|
998
|
|
|
$
|
1,642
|
|
|
$
|
980
|
|
Net Cruise Cost per
Available Guest Night
|
|
|
NM
|
|
|
|
825
|
|
|
|
1,372
|
|
|
|
795
|
|
Net Cruise Cost
Excluding Fuel per Available Guest Night
|
|
|
NM
|
|
|
|
779
|
|
|
|
1,307
|
|
|
|
750
|
|
Adjusted Net Cruise
Cost Excluding Fuel per Available Guest Night
|
|
|
NM
|
|
|
|
739
|
|
|
|
1,262
|
|
|
|
717
|
|
Adjusted Net
Cruise Cost per Available Guest Night
|
|
|
NM
|
|
|
|
784
|
|
|
|
1,326
|
|
|
|
763
|
|
Operational and Financial Metrics
Adjusted EBITDA is net income (loss) excluding
depreciation and amortization, net interest expense, other income
(expense), income tax (expense) benefit, (gain) loss on foreign
currency, (gain) loss on transfer of assets, reorganization costs,
and other supplemental adjustments. Other supplemental adjustments
include certain non-operating items such as stock-based
compensation, executive severance costs, the National Geographic
fee amortization, merger-related expenses, debt refinancing fees
and acquisition-related expenses. The Company believes Adjusted
EBITDA, when considered along with other performance measures, is a
useful measure as it reflects certain operating drivers of the
business, such as sales growth, operating costs, selling and
administrative expense, and other operating income and expense. The
Company believes Adjusted EBITDA helps 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. Adjusted EBITDA is not
intended to be a measure of liquidity or cash flows from operations
or a measure comparable to net income as it does not take into
account certain requirements, such as unearned passenger revenues,
capital expenditures and related depreciation, principal and
interest payments, and tax payments. The Company's use of Adjusted
EBITDA may not be comparable to other companies within the
industry.
The following metrics apply to the Lindblad segment:
Adjusted Net Cruise Cost represents Net Cruise Cost
adjusted for Non-GAAP other supplemental adjustments which include
certain non-operating items such as stock-based compensation, the
National Geographic fee amortization, merger-related expenses and
acquisition-related expenses.
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 merger-related expenses, selling and marketing expense,
and general and administrative expense.
Gross Yield represents tour revenues less insurance
proceeds 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 revenues and other tour revenues.
Net Cruise Cost Excluding Fuel represents Net
Cruise Cost excluding fuel costs.
Net Revenue represents tour revenues less insurance
proceeds, commissions and direct costs of other tour revenues.
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.
Voyages represent the number of ship expeditions
completed during the period.
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SOURCE Lindblad Expeditions Holdings, Inc.