NEW YORK, Oct. 29, 2020 /PRNewswire/ --
Third Quarter 2020 Highlights:
- Raised $85 million through
private placement issuance of convertible preferred equity to
prominent investors
- Amended term loan and revolving credit facilities to waive
leverage covenants through Q2 2021
- Implemented significant cost reduction measures to further
increase liquidity profile and ended the quarter with $129.6 million in unrestricted cash and
$16.5 million in restricted cash
- 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 September 30,
2020.
Sven-Olof Lindblad, President and
Chief Executive Officer, said "Since the COVID-19 pandemic began
our focus has been on enhancing our existing rigorous protocols so
we can return safely to the world's most remarkable destinations,
while ensuring we have enough liquidity to withstand the uncertain
time out of service and emerge in a position of strength. The
response from local authorities and our loyal guests to the
extensive protocols we have developed has been overwhelmingly
positive and we continue to move closer to resuming operations in
geographies that we have been visiting for over forty years.
This past quarter we continued to reduce our cost structure while
further enhancing our financial position by raising additional
capital from a diversified group of long-term investors. This
investment will provide significant runway as we prepare to return
to exploring, while also providing us financial flexibility to
pursue additional opportunities for growth as we emerge from the
pandemic."
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 December 31, 2020 and has rescheduled its
2020-2021 Antarctica season. The
Company has been working with guests to amend 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 through the issuance
of preferred equity, while 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.
- 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 October
26, 2020, Lindblad segment bookings for travel in 2020
are now 74% below the same point a year ago for 2019 due primarily
to the cancelled and rescheduled voyages. The Company has
substantial advanced bookings for travel in 2021 and despite
increased cancellations for travel in the first quarter of 2021,
total bookings for 2021 are 4% ahead of bookings for 2019 as
of the same date in 2018 and only 12% below the same date a
year ago for 2020. For the last nine months of 2021 bookings
are 12% ahead of the bookings for the same period in 2020 as
of the same date a year ago. The Company continues to see new
bookings for future travel including over $44.0 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
October 26, 2020, the majority of
guests have opted for future travel credits.
Balance Sheet and Liquidity
As of September 30, 2020, the
Company had $129.6 million in
unrestricted cash and $16.5 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.
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.
During August 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.
During August 2020, the Company raised $85.0 million in gross proceeds through the
private placement issuance of Redeemable Convertible Series A
Preferred Stock that carries a 6% annual dividend, which is payable
in kind for two years and thereafter in cash or in-kind at the
Company's option. The preferred stock is convertible into
shares of Lindblad common stock at a conversion price of
$9.50 per share, representing a
premium of 23% to Lindblad's 30-trading volume weighted average
price on the date of issuance.
As of September 30, 2020, the
Company had a total debt position of $412.2
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 continues to evaluate additional
strategies to enhance its liquidity position which may
include, but are not limited to, further reductions in operating
expenses, capital expenditures and administrative costs as well as
additional financings.
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, which assumes rescheduled operations during 2020 with a
ramp up in operations throughout 2021, 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.
THIRD QUARTER RESULTS
Tour Revenues
Third quarter tour revenues decreased $100.0 million, or 99%, as compared to the same
period in 2019. The decline was driven by a $76.6 million decrease at the Lindblad segment
and a $23.4 million decrease at
Natural Habitat as a result of rescheduling nearly all expeditions
due to COVID-19.
Net Income
Net loss available to stockholders for the third quarter
was $27.4 million, $0.56 per diluted share, as compared with
net loss available to stockholders of $0.5 million, $0.01
per diluted share, in the third quarter of 2019. The $26.9 million decrease primarily reflects the
impact of COVID-19 on operations and a $2.3
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, partially offset by a $1.0 million foreign currency gain in the current
year versus a $2.3 million foreign
currency loss in the third quarter of 2019.
Adjusted EBITDA
Third quarter Adjusted EBITDA loss of $17.5 million decreased $41.6 million as compared to the same period in
2019. The decrease was driven by a $36.7
million decline at the Lindblad segment and a $4.9 million decrease at Natural
Habitat.
Lindblad segment Adjusted EBITDA loss of $16.1 million decreased $36.7 million as compared to the third 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 $1.4 million decreased $4.9 million versus the third 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 September
30,
|
|
|
For the nine
months ended September
30,
|
(In
thousands)
|
2020
|
|
|
2019
|
|
|
Change
|
|
|
%
|
|
|
2020
|
|
|
2019
|
|
|
Change
|
|
|
%
|
Tour
revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lindblad
|
$
|
16
|
|
|
$
|
76,581
|
|
|
$
|
(76,565)
|
|
|
|
NM
|
|
|
$
|
69,533
|
|
|
$
|
217,549
|
|
|
$
|
(148,016)
|
|
|
|
(68%)
|
Natural
Habitat
|
|
1,003
|
|
|
|
24,402
|
|
|
|
(23,399)
|
|
|
|
NM
|
|
|
|
12,458
|
|
|
|
49,745
|
|
|
|
(37,287)
|
|
|
|
(75%)
|
Total tour
revenues
|
$
|
1,019
|
|
|
$
|
100,983
|
|
|
$
|
(99,964)
|
|
|
|
NM
|
|
|
$
|
81,991
|
|
|
$
|
267,294
|
|
|
$
|
(185,303)
|
|
|
|
(69%)
|
Operating (loss)
income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lindblad
|
$
|
(24,835)
|
|
|
$
|
12,570
|
|
|
$
|
(37,405)
|
|
|
|
NM
|
|
|
$
|
(54,287)
|
|
|
$
|
31,514
|
|
|
$
|
(85,801)
|
|
|
|
NM
|
Natural
Habitat
|
|
(1,979)
|
|
|
|
3,089
|
|
|
|
(5,068)
|
|
|
|
NM
|
|
|
|
(5,021)
|
|
|
|
2,631
|
|
|
|
(7,652)
|
|
|
|
NM
|
Total operating
(loss) income
|
$
|
(26,814)
|
|
|
$
|
15,659
|
|
|
$
|
(42,473)
|
|
|
|
NM
|
|
|
$
|
(59,308)
|
|
|
$
|
34,145
|
|
|
$
|
(93,453)
|
|
|
|
NM
|
Adjusted
EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lindblad
|
$
|
(16,088)
|
|
|
$
|
20,600
|
|
|
$
|
(36,688)
|
|
|
|
NM
|
|
|
$
|
(29,001)
|
|
|
$
|
54,802
|
|
|
$
|
(83,803)
|
|
|
|
NM
|
Natural
Habitat
|
|
(1,382)
|
|
|
|
3,510
|
|
|
|
(4,892)
|
|
|
|
NM
|
|
|
|
(3,368)
|
|
|
|
3,854
|
|
|
|
(7,222)
|
|
|
|
NM
|
Total adjusted
EBITDA
|
$
|
(17,470)
|
|
|
$
|
24,110
|
|
|
$
|
(41,580)
|
|
|
|
NM
|
|
|
$
|
(32,369)
|
|
|
$
|
58,656
|
|
|
$
|
(91,025)
|
|
|
|
NM
|
Liquidity
The Company's cash, cash equivalents and restricted cash were
$146.2 million as of September 30, 2020, as compared with $109.3 million as of December 31, 2019. The $36.9 million increase primarily reflects
$261.4 million in net cash provided
by financing activities including borrowings under our export
credit agreements of $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. Financing activities also included proceeds
of $85.0 million from the issuance of
convertible preferred stock 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. The
cash provided by financing activities was partially offset by
$71.7 million in cash used by
operations due primarily to rescheduling expeditions due to
COVID-19 and purchases of property and equipment of $152.8 million, mostly related to the delivery of
the National Geographic Endurance in March 2020 and a third installment payment for
the National Geographic Resolution.
Free cash flow use was $224.5
million for the nine months ended September 30, 2020 as compared with $35.2 million for the nine months ended
September 30, 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 third
quarter, the Company did not repurchase any shares. As of
October 28, 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 October 28, 2020, there
were 49,875,186 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 8:30 a.m. Eastern Time on October 29, 2020 to discuss the earnings of the
Company. The conference call can be accessed by dialing (833)
366-0413 (United States) or (236)
712-2494 (outside the U.S.). The Conference ID is 6468736. 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; (viii) our ability to maintain our relationship with
National Geographic; (ix) compliance with new and existing laws and
regulations, including environmental regulations and travel
advisories and restrictions; (x) compliance with the financial
and/or operating covenants in our debt arrangements; (xi) adverse
publicity regarding the cruise industry in general; (xii) loss
of business due to competition; (xiii) the result of
future financing efforts; (xiv) delays and costs overruns
with respect to the construction and delivery of newly constructed
vessels; (xv) the inability to meet revenue and Adjusted EBITDA
projections; and (xvi) 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
September 30,
2020
|
|
|
As
of December 31,
2019
|
ASSETS
|
(unaudited)
|
|
|
|
|
Current
Assets:
|
|
|
|
|
|
|
Cash and cash
equivalents
|
$
|
129,647
|
|
|
$
|
101,579
|
Restricted
cash
|
|
16,523
|
|
|
|
7,679
|
Marine operating
supplies
|
|
5,913
|
|
|
|
6,299
|
Inventories
|
|
1,824
|
|
|
|
2,027
|
Prepaid expenses and
other current assets
|
|
22,820
|
|
|
|
29,055
|
Total current
assets
|
|
176,727
|
|
|
|
146,639
|
|
|
|
|
|
|
|
Property and
equipment, net
|
|
488,048
|
|
|
|
357,790
|
Goodwill
|
|
22,105
|
|
|
|
22,105
|
Intangibles,
net
|
|
5,212
|
|
|
|
6,396
|
Deferred tax
asset
|
|
3,392
|
|
|
|
218
|
Right-to-use lease
assets
|
|
5,349
|
|
|
|
6,105
|
Other long-term
assets
|
|
7,971
|
|
|
|
9,405
|
Total
assets
|
$
|
708,804
|
|
|
$
|
548,658
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
Unearned passenger
revenues
|
$
|
120,463
|
|
|
$
|
138,825
|
Accounts payable and
accrued expenses
|
|
31,811
|
|
|
|
38,231
|
Lease liabilities -
current
|
|
1,436
|
|
|
|
1,335
|
Long-term debt -
current
|
|
8,451
|
|
|
|
4,525
|
Total current
liabilities
|
|
162,161
|
|
|
|
182,916
|
|
|
|
|
|
|
|
Long-term debt, less
current portion
|
|
391,284
|
|
|
|
213,543
|
Deferred tax
liabilities
|
|
-
|
|
|
|
4,491
|
Lease
liabilities
|
|
4,321
|
|
|
|
5,029
|
Other long-term
liabilities
|
|
401
|
|
|
|
3,317
|
Total
liabilities
|
|
558,167
|
|
|
|
409,296
|
|
|
|
|
|
|
|
COMMITMENTS AND
CONTINGENCIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series A redeemable
convertible preferred stock, 165,000 and no shares authorized;
85,000 and no shares issued and outstanding as of September 30,
2020 and December 31, 2019, respectively
|
|
82,636
|
|
|
|
-
|
Redeemable
noncontrolling interest
|
|
7,940
|
|
|
|
16,112
|
|
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY
|
|
|
|
|
|
|
Preferred stock,
$0.0001 par value, 1,000,000 shares authorized; 85,000 Series A
shares issued and outstanding
|
|
-
|
|
|
|
-
|
Common stock, $0.0001
par value, 200,000,000 shares authorized; 49,875,186 and 49,717,522
issued, 49,801,510 and 49,626,498 outstanding as of September 30,
2020 and December 31, 2019, respectively
|
|
5
|
|
|
|
5
|
Additional paid-in
capital
|
|
47,662
|
|
|
|
46,271
|
Retained
earnings
|
|
19,473
|
|
|
|
81,655
|
Accumulated other
comprehensive loss
|
|
(7,079)
|
|
|
|
(4,681)
|
Total stockholders'
equity
|
|
60,061
|
|
|
|
123,250
|
Total liabilities,
stockholders' equity and redeemable noncontrolling
interest
|
$
|
708,804
|
|
|
$
|
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
September 30,
|
|
|
For the nine
months ended
September 30,
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tour
revenues
|
$
|
1,019
|
|
|
$
|
100,983
|
|
|
$
|
81,991
|
|
|
$
|
267,294
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of
tours
|
|
8,075
|
|
|
|
48,294
|
|
|
|
62,988
|
|
|
|
124,831
|
General and
administrative
|
|
9,145
|
|
|
|
15,266
|
|
|
|
36,170
|
|
|
|
47,615
|
Selling and
marketing
|
|
2,128
|
|
|
|
15,531
|
|
|
|
18,413
|
|
|
|
42,100
|
Depreciation and
amortization
|
|
8,485
|
|
|
|
6,233
|
|
|
|
23,728
|
|
|
|
18,603
|
Total operating
expenses
|
|
27,833
|
|
|
|
85,324
|
|
|
|
141,299
|
|
|
|
233,149
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss)
income
|
|
(26,814)
|
|
|
|
15,659
|
|
|
|
(59,308)
|
|
|
|
34,145
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (expense)
income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense,
net
|
|
(4,529)
|
|
|
|
(3,214)
|
|
|
|
(11,763)
|
|
|
|
(9,391)
|
Gain (loss) on foreign
currency
|
|
989
|
|
|
|
(2,338)
|
|
|
|
(6,334)
|
|
|
|
(1,181)
|
Other
expense
|
|
(74)
|
|
|
|
(30)
|
|
|
|
(188)
|
|
|
|
(79)
|
Total other
expense
|
|
(3,614)
|
|
|
|
(5,582)
|
|
|
|
(18,285)
|
|
|
|
(10,651)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before
income taxes
|
|
(30,428)
|
|
|
|
10,077
|
|
|
|
(77,593)
|
|
|
|
23,494
|
Income tax (benefit)
expense
|
|
(2,893)
|
|
|
|
7,351
|
|
|
|
(7,664)
|
|
|
|
4,838
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss)
income
|
|
(27,535)
|
|
|
|
2,726
|
|
|
|
(69,929)
|
|
|
|
18,656
|
Net (loss) income
attributable to noncontrolling interest
|
|
(156)
|
|
|
|
565
|
|
|
|
(956)
|
|
|
|
834
|
Net (loss) income
attributable to Lindblad Expeditions Holdings, Inc.
|
|
(27,379)
|
|
|
|
2,161
|
|
|
|
(68,973)
|
|
|
|
17,822
|
Non-cash deemed
dividend to warrant holders
|
|
-
|
|
|
|
2,654
|
|
|
|
-
|
|
|
|
2,654
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
available to stockholders
|
$
|
(27,379)
|
|
|
$
|
(493)
|
|
|
$
|
(68,973)
|
|
|
$
|
15,168
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
49,779,525
|
|
|
|
48,863,506
|
|
|
|
49,715,663
|
|
|
|
46,704,634
|
Diluted
|
|
49,779,525
|
|
|
|
48,863,506
|
|
|
|
49,715,663
|
|
|
|
49,091,370
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Undistributed (loss)
earnings per share available to stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
$
|
(0.56)
|
|
|
$
|
(0.01)
|
|
|
$
|
(1.40)
|
|
|
$
|
0.32
|
Diluted
|
$
|
(0.56)
|
|
|
$
|
(0.01)
|
|
|
$
|
(1.40)
|
|
|
$
|
0.31
|
LINDBLAD
EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES
|
Condensed
Consolidated Statements of Cash Flows
|
(In
thousands)
|
(unaudited)
|
|
|
For the nine
months ended
September 30,
|
|
2020
|
|
|
2019
|
Cash Flows From
Operating Activities
|
|
|
|
|
|
|
Net (loss)
income
|
$
|
(69,929)
|
|
|
$
|
18,656
|
Adjustments to
reconcile net (loss) income to net cash (used by) provided by
operating activities:
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
23,728
|
|
|
|
18,603
|
Amortization of
National Geographic fee
|
|
727
|
|
|
|
2,181
|
Amortization of
deferred financing costs and other, net
|
|
1,916
|
|
|
|
1,392
|
Amortization of
right-to-use lease assets
|
|
149
|
|
|
|
217
|
Stock-based
compensation
|
|
1,911
|
|
|
|
2,671
|
Deferred income
taxes
|
|
(7,710)
|
|
|
|
4,177
|
Loss on foreign
currency
|
|
6,334
|
|
|
|
1,181
|
Changes in operating
assets and liabilities
|
|
|
|
|
|
|
Marine operating
supplies and inventories
|
|
589
|
|
|
|
(620)
|
Prepaid expenses and
other current assets
|
|
6,320
|
|
|
|
(2,780)
|
Unearned passenger
revenues
|
|
(18,362)
|
|
|
|
1,116
|
Other long-term
assets
|
|
698
|
|
|
|
(7,561)
|
Other long-term
liabilities
|
|
(5,316)
|
|
|
|
4,530
|
Accounts payable and
accrued expenses
|
|
(12,794)
|
|
|
|
(2,213)
|
Net cash (used in)
provided by operating activities
|
|
(71,739)
|
|
|
|
41,550
|
|
|
|
|
|
|
|
Cash Flows From
Investing Activities
|
|
|
|
|
|
|
Purchases of property
and equipment
|
|
(152,791)
|
|
|
|
(76,720)
|
Net cash used in
investing activities
|
|
(152,791)
|
|
|
|
(76,720)
|
|
|
|
|
|
|
|
Cash Flows From
Financing Activities
|
|
|
|
|
|
|
Proceeds from
long-term debt
|
|
183,339
|
|
|
|
30,476
|
Proceeds from Series A
preferred stock issuance
|
|
85,000
|
|
|
|
-
|
Repayments of
long-term debt
|
|
(1,500)
|
|
|
|
(1,500)
|
Payment of deferred
financing costs
|
|
(4,877)
|
|
|
|
(2,340)
|
Repurchase under
stock-based compensation plans and related tax impacts
|
|
(393)
|
|
|
|
(1,778)
|
Repurchase of warrants
and common stock
|
|
(127)
|
|
|
|
(23)
|
Warrants
exercised
|
|
-
|
|
|
|
314
|
Net cash provided by
financing activities
|
|
261,442
|
|
|
|
25,149
|
Net increase
(decrease) in cash, cash equivalents and restricted cash
|
|
36,912
|
|
|
|
(10,021)
|
Cash, cash
equivalents and restricted cash at beginning of period
|
|
109,258
|
|
|
|
122,151
|
|
|
|
|
|
|
|
Cash, cash
equivalents and restricted cash at end of period
|
$
|
146,170
|
|
|
$
|
112,130
|
|
|
|
|
|
|
|
Supplemental
disclosures of cash flow information:
|
|
|
|
|
|
|
Cash paid during the
period:
|
|
|
|
|
|
|
Interest
|
$
|
12,418
|
|
|
$
|
10,651
|
Income
taxes
|
$
|
650
|
|
|
$
|
1,893
|
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)
|
Non-cash deemed
dividend to warrant holders
|
$
|
-
|
|
|
$
|
2,654
|
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
September 30,
|
|
|
For the nine
months ended
September 30,
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
Net (loss)
income
|
$
|
(27,535)
|
|
|
$
|
2,726
|
|
|
$
|
(69,929)
|
|
|
$
|
18,656
|
Interest expense,
net
|
|
4,529
|
|
|
|
3,214
|
|
|
|
11,763
|
|
|
|
9,391
|
Income tax (benefit)
expense
|
|
(2,893)
|
|
|
|
7,351
|
|
|
|
(7,664)
|
|
|
|
4,838
|
Depreciation and
amortization
|
|
8,485
|
|
|
|
6,233
|
|
|
|
23,728
|
|
|
|
18,603
|
(Gain) loss on
foreign currency
|
|
(989)
|
|
|
|
2,338
|
|
|
|
6,334
|
|
|
|
1,181
|
Other (income)
expense
|
|
74
|
|
|
|
30
|
|
|
|
188
|
|
|
|
79
|
Stock-based
compensation
|
|
310
|
|
|
|
917
|
|
|
|
1,911
|
|
|
|
2,671
|
National Geographic
fee amortization
|
|
-
|
|
|
|
727
|
|
|
|
727
|
|
|
|
2,181
|
Warrant exchange and
financing costs
|
|
438
|
|
|
|
504
|
|
|
|
438
|
|
|
|
970
|
Other
|
|
111
|
|
|
|
70
|
|
|
|
135
|
|
|
|
86
|
Adjusted
EBITDA
|
$
|
(17,470)
|
|
|
$
|
24,110
|
|
|
$
|
(32,369)
|
|
|
$
|
58,656
|
|
|
Reconciliation of
Operating (Loss) Income to Adjusted EBITDA Lindblad
Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three
months ended
September 30,
|
|
|
For the nine
months ended
September 30,
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
Operating (loss)
income
|
$
|
(24,835)
|
|
|
$
|
12,570
|
|
|
$
|
(54,287)
|
|
|
$
|
31,514
|
Depreciation and
amortization
|
|
7,888
|
|
|
|
5,812
|
|
|
|
22,075
|
|
|
|
17,380
|
Stock-based
compensation
|
|
310
|
|
|
|
917
|
|
|
|
1,911
|
|
|
|
2,671
|
National Geographic
fee amortization
|
|
-
|
|
|
|
727
|
|
|
|
727
|
|
|
|
2,181
|
Warrant exchange and
financing costs
|
|
438
|
|
|
|
504
|
|
|
|
438
|
|
|
|
970
|
Other
|
|
111
|
|
|
|
70
|
|
|
|
135
|
|
|
|
86
|
Adjusted
EBITDA
|
$
|
(16,088)
|
|
|
$
|
20,600
|
|
|
$
|
(29,001)
|
|
|
$
|
54,802
|
|
|
Natural Habitat
Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three
months ended
September 30,
|
|
|
For the nine
months ended
September 30,
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
Operating (loss)
income
|
$
|
(1,979)
|
|
|
$
|
3,089
|
|
|
$
|
(5,021)
|
|
|
$
|
2,631
|
Depreciation and
amortization
|
|
597
|
|
|
|
421
|
|
|
|
1,653
|
|
|
|
1,223
|
Adjusted
EBITDA
|
$
|
(1,382)
|
|
|
$
|
3,510
|
|
|
$
|
(3,368)
|
|
|
$
|
3,854
|
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 nine
months ended
September 30,
|
|
|
2020
|
|
|
2019
|
|
Net cash provided by
operating activities
|
$
|
(71,739)
|
|
|
$
|
41,550
|
|
Less: purchases of
property and equipment
|
|
(152,791)
|
|
|
|
(76,720)
|
|
Free Cash
Flow
|
$
|
(224,530)
|
|
|
$
|
(35,170)
|
|
|
|
|
For the three
months ended
September 30,
|
|
|
For the nine
months ended
September 30,
|
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
Available Guest
Nights
|
|
-
|
|
|
|
63,386
|
|
|
|
51,624
|
|
|
|
176,038
|
|
Guest Nights
Sold
|
|
-
|
|
|
|
59,682
|
|
|
|
46,050
|
|
|
|
161,511
|
|
Occupancy
|
|
-
|
|
|
|
94
|
%
|
|
|
89
|
%
|
|
|
92
|
%
|
Maximum
Guests
|
|
-
|
|
|
|
7,721
|
|
|
|
6,512
|
|
|
|
21,863
|
|
Number of
Guests
|
|
-
|
|
|
|
7,294
|
|
|
|
5,564
|
|
|
|
20,095
|
|
Voyages
|
|
-
|
|
|
|
98
|
|
|
|
85
|
|
|
|
278
|
|
|
|
Calculation of
Gross Yield and Net Yield Lindblad Segment
|
For the three
months ended
September 30,
|
|
|
For the nine
months ended
September 30,
|
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
Guest ticket
revenues
|
$
|
-
|
|
|
$
|
70,319
|
|
|
$
|
60,351
|
|
|
$
|
195,845
|
|
Other tour
revenue
|
|
16
|
|
|
|
6,262
|
|
|
|
9,182
|
|
|
|
21,704
|
|
Tour
Revenues
|
|
16
|
|
|
|
76,581
|
|
|
|
69,533
|
|
|
|
217,549
|
|
Less:
Commissions
|
|
(818)
|
|
|
|
(5,716)
|
|
|
|
(8,080)
|
|
|
|
(16,475)
|
|
Less: Other tour
expenses
|
|
(308)
|
|
|
|
(4,051)
|
|
|
|
(7,021)
|
|
|
|
(14,155)
|
|
Net
Revenue
|
$
|
(1,110)
|
|
|
$
|
66,814
|
|
|
$
|
54,432
|
|
|
$
|
186,919
|
|
Available Guest
Nights
|
|
-
|
|
|
|
63,386
|
|
|
|
51,624
|
|
|
|
176,038
|
|
Gross
Yield
|
|
NM
|
|
|
$
|
1,208
|
|
|
$
|
1,347
|
|
|
$
|
1,236
|
|
Net Yield
|
|
NM
|
|
|
|
1,054
|
|
|
|
1,054
|
|
|
|
1,062
|
|
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
September 30,
|
|
|
For the nine
months ended
September 30,
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
Cost of
tours
|
$
|
7,534
|
|
|
$
|
33,031
|
|
|
$
|
55,237
|
|
|
$
|
94,470
|
Plus: Selling and
marketing
|
|
1,678
|
|
|
|
13,804
|
|
|
|
16,862
|
|
|
|
37,767
|
Plus: General and
administrative
|
|
7,751
|
|
|
|
11,364
|
|
|
|
29,646
|
|
|
|
36,416
|
Gross Cruise
Cost
|
|
16,963
|
|
|
|
58,199
|
|
|
|
101,745
|
|
|
|
168,653
|
Less:
Commissions
|
|
(818)
|
|
|
|
(5,716)
|
|
|
|
(8,080)
|
|
|
|
(16,475)
|
Less: Other tour
expenses
|
|
(308)
|
|
|
|
(4,051)
|
|
|
|
(7,021)
|
|
|
|
(14,155)
|
Net Cruise
Cost
|
|
15,837
|
|
|
|
48,432
|
|
|
|
86,644
|
|
|
|
138,023
|
Less: Fuel
Expense
|
|
(1,026)
|
|
|
|
(2,251)
|
|
|
|
(4,350)
|
|
|
|
(7,397)
|
Net Cruise Cost
Excluding Fuel
|
|
14,811
|
|
|
|
46,181
|
|
|
|
82,294
|
|
|
|
130,626
|
Non-GAAP
Adjustments:
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
Stock-based
compensation
|
|
(310)
|
|
|
|
(917)
|
|
|
|
(1,911)
|
|
|
|
(2,671)
|
National Geographic
fee amortization
|
|
-
|
|
|
|
(727)
|
|
|
|
(727)
|
|
|
|
(2,181)
|
Warrant exchange and
financing costs
|
|
(438)
|
|
|
|
(504)
|
|
|
|
(438)
|
|
|
|
(970)
|
Other
|
|
(111)
|
|
|
|
(70)
|
|
|
|
(135)
|
|
|
|
(86)
|
Adjusted Net
Cruise Cost Excluding Fuel
|
$
|
13,952
|
|
|
$
|
43,963
|
|
|
$
|
79,083
|
|
|
$
|
124,718
|
Adjusted Net
Cruise Cost
|
$
|
14,978
|
|
|
$
|
46,214
|
|
|
$
|
83,433
|
|
|
$
|
132,115
|
Available Guest
Nights
|
|
-
|
|
|
|
63,386
|
|
|
|
51,624
|
|
|
|
176,038
|
Gross Cruise Cost per
Available Guest Night
|
|
NM
|
|
|
$
|
918
|
|
|
$
|
1,971
|
|
|
$
|
958
|
Net Cruise Cost per
Available Guest Night
|
|
NM
|
|
|
|
764
|
|
|
|
1,678
|
|
|
|
784
|
Net Cruise Cost
Excluding Fuel per Available Guest Night
|
|
NM
|
|
|
|
729
|
|
|
|
1,594
|
|
|
|
742
|
Adjusted Net Cruise
Cost Excluding Fuel per Available Guest Night
|
|
NM
|
|
|
|
694
|
|
|
|
1,532
|
|
|
|
708
|
Adjusted Net
Cruise Cost per Available Guest Night
|
|
NM
|
|
|
|
729
|
|
|
|
1,616
|
|
|
|
750
|
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 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
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.