NEW YORK, April 29, 2021 /PRNewswire/ -- 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 first
quarter ended March 31, 2021.
Sven-Olof Lindblad, President and
Chief Executive Officer, said "We are extremely excited to be on
the verge of returning to operations. When our ships resume sailing
in Alaska and the Galapagos this
June, we will once again be doing what we do best, delivering high
quality and immersive experiences to the world's most remarkable
destinations. The comprehensive plan we put in place just over a
year ago to maintain a strong liquidity profile will enable us to
return to operations as a nimble and vibrant company and capitalize
on the substantial demand for authentic adventure travel. With the
vast majority of loyal guests from rescheduled voyages already
rebooked for future travel and with the current booking strength we
are experiencing, Lindblad is well positioned to build on the
growth we were delivering prior to the pandemic. Additionally, we
have expanded our growth opportunity with the recent acquisitions
of Off the Beaten Path and DuVine. We just added these leading
travel providers to our portfolio, but we are already seeing some
of the cross-selling benefits of an expanded and diverse product
portfolio. These land-based businesses, along with Natural Habitat,
are already operating in various destinations, taking guests who
are ready to once again experience what the world has to offer. As
we begin to return to the places we have visited over the last
forty years, I couldn't be prouder of what we have accomplished
these past twelve months, and I look forward to the opportunities
ahead for our guests, for our employees and for our
shareholders."
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 and trips departing
March 16, 2020 through May 31, 2021 and has been working with guests to
reschedule travel plans and refund payments, as applicable. The
Company has announced plans to resume ship operations for the 2021
season in Alaska and the Galapagos
in June 2021 and is working with
local health authorities on plans to begin operating in additional
geographies during the second half of the year. As the Company's
ships are currently not in operation, the majority of the fleet is
being maintained with minimally required crew on-board to ensure
they comply with all necessary regulations and can be put back
fully and quickly into service as needed. For those ships that are
preparing to resume sailing, we have begun to increase crew levels
as needed. In accordance with local regulations, the Company
offices are closed, and most employees are working remotely to
maintain general business operations, provide assistance to
existing and potential guests and maintain information technology
systems.
The Company continues to adhere to the comprehensive plan it
implemented in March 2020 to mitigate
the impact of COVID-19 and preserve and enhance its liquidity
position. This plan employs a variety of cost reduction and
cash preservation measures including significantly reducing ship
and land-based expedition costs such as capital expenditures, crew
payroll, land costs, fuel and food, and meaningfully reducing
general and administrative expenses through reduced payroll and the
elimination of all non-essential travel, office expenses and
discretionary spending. The Company has also accessed available
capital under existing debt facilities and through the issuance of
preferred stock, while continuing to explore additional sources of
capital and liquidity.
Return to Operations
The Company has announced plans to resume operations with
vaccinated guests in Alaska and
the Galapagos in June 2021 and is
working with local health authorities on plans to begin operating
in additional geographies during the second half of the year. The
Company believes there are a variety of strategic advantages that
enable it to deploy its ships safely and quickly as travel
restrictions are 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. Additionally, the majority of
expeditions take place in remote locations where human interactions
are limited, so there is less opportunity for external influence.
Lastly, the Company's guests are explorers by nature, eager to
travel and have historically been very resilient following periods
of uncertainty.
Booking Trends
The Company experienced a substantial impact from the COVID-19
virus over the past year, but despite this impact it still
has substantial advanced bookings for future travel. Bookings
for the full year 2022 are 39% ahead of the bookings for 2021
as of the same date a year ago and 32% ahead of the bookings for
2020 as of the same date two years ago. The Company continues to
see new bookings for future travel including over $92.0 million since the beginning of 2021, and is
receiving significant deposits and final payments for future
travel.
For 2021 voyages that have been cancelled or rescheduled, the
Company is offering future travel credits with incremental value or
full refunds to its fully paid guests. As of April 24, 2021, the majority of guests have opted
for future travel credits.
Balance Sheet and Liquidity
As of March 31, 2021, the Company
had $163.9 million in
unrestricted cash and $22.4 million in restricted cash primarily
related to deposits on future travel originating from U.S. ports.
As of March 31, 2021, the Company had
a total debt position of $498.4
million and was in compliance with all of its debt
covenants.
During the last twelve months, the Company has taken a variety
of steps to strengthen its balance sheet and increase liquidity
including:
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.
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 was made 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-day trading volume weighted average
price on the date of issuance.
During December 2020, the Company
amended its term loan and revolving credit facilities and borrowed
an incremental $85.0 million under
the amended term loan through the Main Street Expanded Loan
Facility program established by the Board of Governors of the
Federal Reserve System. The incremental borrowing carries an
interest rate of LIBOR plus 3.0% and matures December 2025 with no early payment
restrictions.
The Company estimates its current monthly cash usage 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. As the Company
implements plans to resume operations, the monthly cash usage will
increase as it incurs costs in preparation for returning ships to
service, spends to market and advertise upcoming expeditions and
reinstates furloughed and part-time office staff as needed. The
Company also anticipates a significant increase in guest
payments as it receives final payments for upcoming
expeditions as well as deposits for new reservations for future
travel.
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 pandemic on
its financial condition, results of operations, cash flows, plans
and growth for the foreseeable future. It is unknown when the
majority of 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 the actions taken to date by the Company, its
planned and anticipated actions and its current forecast, the
Company believes that it can meet its obligations for the next 12
months
STRATEGIC GROWTH INITIATIVES
During the quarter, the Company acquired majority interests in
DuVine, a leading luxury cycling and adventure travel company, and
Off the Beaten Path, a leading active travel operator with a
specialization in U.S. National Parks. These acquisitions further
broaden and deepen Lindblad's platform of high-quality experiential
product offerings in robust adventure travel sectors including the
rapidly growing cycling tourism and domestic expedition markets.
Similar to the acquisition of Natural Habitat, the Company will
leverage its experience and resources to accelerate the growth of
these unique and profitable businesses and capitalize on the
growing demand for authentic and immersive adventure travel. The
aggregate purchase price of these majority interests was
approximately $10.8 million and was
financed through $9.0 million in cash
and Lindblad stock of $1.8
million.
DuVine is an award-winning international luxury cycling and
adventure company based in Somerville,
Massachusetts focused on providing immersive cultural
experiences across the globe through thoughtfully designed
itineraries led by expert local guides. DuVine's trips feature
top-quality gear and support and are tailored to riders of all
abilities with emphasis on exceptional food and wine experiences,
along with boutique accommodations. DuVine also currently runs a
variety of extraordinary trips that combine sailing and biking
experiences, which will be further expanded as part of Lindblad.
DuVine's diverse tour offerings include small group and private
custom trips to destinations across Europe, the United
States, Latin America,
Asia and Africa.
Off the Beaten Path, based in Bozeman,
Montana, offers active small-group and private custom
journeys around the world, with a long-standing focus on U.S.
National Parks and connecting the heart of the traveler with the
soul of the place through localized, authentic experiences. Off the
Beaten Path's small group product offerings include unique
expeditions throughout the U.S, as well as trips across
Europe, Africa, Australia, Central and South America and the South Pacific.
DuVine and Off the Beaten Path will benefit from Lindblad's
scale, resources and marketing experience while dramatically
increasing the addressable opportunity across Lindblad's portfolio.
The significant demand for cycling-related content and usage was
expanding rapidly prior to COVID-19 and that has only accelerated
throughout the pandemic. According to the NPD Group, from January
through October of 2020 U.S. bicycle sales increased over 60% and
e-bike sales increased 144% compared with the same period in 2019.
DuVine's proven track record in delivering high-end small group
cycling experiences, along with the meaningfully increased
accessibility that the evolution of the e-bike provides, ideally
situates them to further capitalize on this growing opportunity
both immediately coming out of the pandemic and over the long-term.
Similarly, Off the Beaten Path has unique access to limited lodging
inventory across its geographies, particularly in U.S National
Parks enabling unmatched exploration in destinations that attract
millions of visitors each year. These remarkable locations will
only grow in popularity post pandemic given their proximity and,
with a long-standing reputation of delivering authentic small group
and private custom travel experiences, Off the Beaten Path is well
positioned for sustained growth. Both DuVine and Off the Beaten
Path have been operating trips during COVID and are currently
experiencing strong levels of bookings for future travel.
The Company is also continuing to expand its fleet capacity to
further capitalize on the demand for high quality adventure travel
and broaden the immersive and authentic itineraries it has to offer
its guests. The National Geographic Resolution is
scheduled for delivery in the fourth quarter of 2021 and will join
her sister ship the National Geographic Endurance, as well
as the National Geographic Explorer and the National
Geographic Orion to dramatically increase the polar capacity of
the Company. 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.
FIRST QUARTER RESULTS
Tour Revenues
First quarter tour revenues decreased $79.5 million, or 98%, as compared to the same
period in 2020. The decline was driven by a $69.1 million decrease at the Lindblad segment
and a $10.4 million decrease at the
Land Experiences segment as a result of rescheduling nearly all
expeditions due to COVID-19 during the first quarter of 2021.
Net Income
Net loss available to stockholders for the first quarter
was $34.5 million, $0.66 per diluted share, as compared with net
loss available to stockholders of $1.9
million, $0.04 per diluted
share, in the first quarter of 2020. The $32.6 million decrease primarily reflects the
impact of COVID-19 on operations, as well as an $2.6 million increase in interest expense due to
additional borrowings and higher rates and a $1.6 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. These decreases
were partially offset by a $0.1
million foreign currency gain in the current year versus a
$3.4 million foreign currency loss in
the first quarter of 2020.
Adjusted EBITDA
First quarter Adjusted EBITDA loss of $20.8 million decreased $31.4 million as compared to the same period in
2020. The decrease was driven by a $28.0
million decline at the Lindblad segment and a $3.4 million decrease at the Land
Experiences segment.
Lindblad segment Adjusted EBITDA loss of $18.0 million decreased $28.0 million as compared to the first quarter a
year ago due primarily to the revenue impact of rescheduling all
expeditions as a result of COVID-19 during the first quarter of
2021, partially offset by 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.
Land Experiences segment Adjusted EBITDA loss of $2.9 million decreased $3.4 million versus the first 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 reduction in marketing and personnel spend.
|
|
For the three
months ended
March
31,
|
|
(In
thousands)
|
|
2021
|
|
|
2020
|
|
|
Change
|
|
|
%
|
|
Tour
revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lindblad
|
|
$
|
484
|
|
|
$
|
69,539
|
|
|
$
|
(69,055)
|
|
|
|
(99%)
|
|
Land
Experiences
|
|
|
1,296
|
|
|
|
11,699
|
|
|
|
(10,403)
|
|
|
|
(89%)
|
|
Total tour
revenues
|
|
$
|
1,780
|
|
|
$
|
81,238
|
|
|
$
|
(79,458)
|
|
|
|
(98%)
|
|
Operating (loss)
income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lindblad
|
|
$
|
(27,296)
|
|
|
$
|
2,189
|
|
|
$
|
(29,485)
|
|
|
|
NM
|
|
Land
Experiences
|
|
|
(3,770)
|
|
|
|
62
|
|
|
|
(3,832)
|
|
|
|
NM
|
|
Total operating
(loss) income
|
|
$
|
(31,066)
|
|
|
$
|
2,251
|
|
|
$
|
(33,317)
|
|
|
|
NM
|
|
Adjusted
EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lindblad
|
|
$
|
(17,952)
|
|
|
$
|
10,074
|
|
|
$
|
(28,026)
|
|
|
|
NM
|
|
Land
Experiences
|
|
|
(2,868)
|
|
|
|
504
|
|
|
|
(3,372)
|
|
|
|
NM
|
|
Total adjusted
EBITDA
|
|
$
|
(20,820)
|
|
|
$
|
10,578
|
|
|
$
|
(31,398)
|
|
|
|
NM
|
|
STOCK AND WARRANT REPURCHASE PLAN
The Company currently has a $35
million stock repurchase plan in place. During the first
quarter, the Company did not repurchase any shares. As of
April 27, 2021, 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 April 27, 2021, there
were 50.1 million shares common stock outstanding. The Company has
currently suspended all stock repurchases given the uncertainty
surrounding COVID-19 and restrictions related to the Main Street
Expanded Loan Facility.
SUBSEQUENT EVENTS
In April 2021, the Company drew down an additional
$15.5 million under its second export
credit agreement in conjunction with its fourth installment payment
on the National Geographic Resolution, scheduled for
delivery in the fourth quarter of 2021.
In April 2021, the Company amended
its term loan and revolving credit facilities to waive the
application of the total net leverage ratio covenant through
March 31, 2022 and adjusted the
annualized EBITDA used in its covenant calculation through
December 31, 2022. In connection with
the amendment, the interest rate of the term loan and revolving
credit facilities has been increased by 50bps.
FINANCIAL OUTLOOK
The COVID-19 pandemic 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 its
expectations when it has 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 April 29, 2021 to discuss the earnings of the
Company. The conference call can be accessed by dialing
833-366-1371 (United States) or
639-380-0047 (International). The Conference ID is 7246409. 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
brand and on land-based travel through its subsidiaries, Natural
Habitat, Off the Beaten Path and DuVine.
Lindblad 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.
DuVine offers immersive cultural experiences across the globe
through thoughtfully designed itineraries led by expert local
guides. DuVine's trips include top-quality gear and support and are
tailored to riders of all abilities with an emphasis on exceptional
food and wine experiences, along with boutique accommodations.
Offerings include tours in the United
States, such as the California redwoods, the vineyards of
Napa and Sonoma, the American Southwest and New England
farmland. International cycling tours include Costa Rican
rainforests, the coast and seaside towns of Ireland, the mountains and vineyards of
Spain, and the Swiss Alps. Other
tours include trekking the Atlas desert by camel, Asian bamboo
forests and Buddhist temples.
Off the Beaten Path offers active small-group and private custom
journeys around the world, connecting the heart of the traveler
with the soul of the destination through localized, authentic
experiences. Off the Beaten Path has a long-standing focus on
offering unique adventures and experiences throughout the U.S.
National Parks. In addition to other U.S.-based adventures such as
ranch vacations and fly-fishing expeditions, Off the Beaten Path's
small group product offerings include international expeditions
across Europe, Africa, Australia, Central and South America and the South Pacific. Examples
of international expeditions include hiking through the Dolomites,
enjoying a family adventure in Patagonia's Lake District and
experiencing the culture, architecture and village life of
Morocco. All Off the Beaten Path
expeditions are defined by a focus on outdoor activity, including
wildlife viewing, hiking, rafting, snorkeling, kayaking and
snowshoeing, and comprehensive pre-trip materials paired with
experienced, friendly guides.
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
pandemic. 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 COVID-19; (ii) the impacts of COVID-19 on
our financial condition, liquidity, results of operations, cash
flows, employees, plans and growth; (iii) the impacts of 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 and travel 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
March 31,
2021
|
|
|
As
of
December 31,
2020
|
|
|
|
(unaudited)
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current
Assets:
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
163,939
|
|
|
$
|
187,531
|
|
Restricted
cash
|
|
|
22,446
|
|
|
|
16,984
|
|
Marine operating
supplies
|
|
|
5,850
|
|
|
|
5,473
|
|
Inventories
|
|
|
2,173
|
|
|
|
2,168
|
|
Prepaid expenses and
other current assets
|
|
|
21,135
|
|
|
|
17,014
|
|
Total current
assets
|
|
|
215,543
|
|
|
|
229,170
|
|
|
|
|
|
|
|
|
|
|
Property and
equipment, net
|
|
|
479,240
|
|
|
|
482,673
|
|
Goodwill
|
|
|
33,652
|
|
|
|
22,105
|
|
Intangibles,
net
|
|
|
10,963
|
|
|
|
4,817
|
|
Deferred tax
asset
|
|
|
8,340
|
|
|
|
5,539
|
|
Right-to-use lease
assets
|
|
|
4,786
|
|
|
|
5,082
|
|
Other long-term
assets
|
|
|
7,376
|
|
|
|
8,063
|
|
Total
assets
|
|
$
|
759,900
|
|
|
$
|
757,449
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
Unearned passenger
revenues
|
|
$
|
149,290
|
|
|
$
|
120,737
|
|
Accounts payable and
accrued expenses
|
|
|
20,529
|
|
|
|
22,341
|
|
Lease liabilities -
current
|
|
|
1,388
|
|
|
|
1,475
|
|
Long-term debt -
current
|
|
|
14,128
|
|
|
|
11,255
|
|
Total current
liabilities
|
|
|
185,335
|
|
|
|
155,808
|
|
|
|
|
|
|
|
|
|
|
Long-term debt, less
current portion
|
|
|
471,027
|
|
|
|
471,359
|
|
Lease
liabilities
|
|
|
3,703
|
|
|
|
3,915
|
|
Other long-term
liabilities
|
|
|
90
|
|
|
|
90
|
|
Total
liabilities
|
|
|
660,155
|
|
|
|
631,172
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND
CONTINGENCIES
|
|
|
|
|
|
|
|
|
Series A redeemable
convertible preferred stock, 165,000 shares authorized; 85,000
shares issued and
outstanding as of
March 31, 2021 and December 31, 2020, respectively
|
|
|
85,125
|
|
|
|
83,825
|
|
Redeemable
noncontrolling interest
|
|
|
10,473
|
|
|
|
7,494
|
|
|
|
|
95,598
|
|
|
|
91,319
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY
|
|
|
|
|
|
|
|
|
Preferred stock,
$0.0001 par value, 1,000,000 shares authorized; 85,000 Series A
shares issued and outstanding as of
March 31, 2021 and
December 31, 2020
|
|
|
-
|
|
|
|
-
|
|
Common stock, $0.0001
par value, 200,000,000 shares authorized; 50,126,926 and 49,905,512
issued, 50,058,718 and
49,818,676
outstanding as of March 31, 2021 and December 31, 2020,
respectively
|
|
|
5
|
|
|
|
5
|
|
Additional paid-in
capital
|
|
|
51,367
|
|
|
|
48,127
|
|
Accumulated
deficit
|
|
|
(46,117)
|
|
|
|
(11,572)
|
|
Accumulated other
comprehensive loss
|
|
|
(1,108)
|
|
|
|
(1,602)
|
|
Total stockholders'
equity
|
|
|
4,147
|
|
|
|
34,958
|
|
Total liabilities,
mezzanine equity and stockholders' equity
|
|
$
|
759,900
|
|
|
$
|
757,449
|
|
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
March
31,
|
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
Tour
revenues
|
|
$
|
1,780
|
|
|
$
|
81,238
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
Cost of
tours
|
|
|
8,279
|
|
|
|
42,192
|
|
General and
administrative
|
|
|
13,812
|
|
|
|
17,226
|
|
Selling and
marketing
|
|
|
2,506
|
|
|
|
12,879
|
|
Depreciation and
amortization
|
|
|
8,249
|
|
|
|
6,690
|
|
Total operating
expenses
|
|
|
32,846
|
|
|
|
78,987
|
|
|
|
|
|
|
|
|
|
|
Operating (loss)
income
|
|
|
(31,066)
|
|
|
|
2,251
|
|
|
|
|
|
|
|
|
|
|
Other (expense)
income:
|
|
|
|
|
|
|
|
|
Interest expense,
net
|
|
|
(5,669)
|
|
|
|
(3,054)
|
|
Gain (loss) on foreign
currency
|
|
|
70
|
|
|
|
(3,443)
|
|
Other income
(expense)
|
|
|
1
|
|
|
|
(53)
|
|
Total other
expense
|
|
|
(5,598)
|
|
|
|
(6,550)
|
|
|
|
|
|
|
|
|
|
|
Loss before income
taxes
|
|
|
(36,664)
|
|
|
|
(4,299)
|
|
Income tax
benefit
|
|
|
(2,801)
|
|
|
|
(1,828)
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(33,863)
|
|
|
|
(2,471)
|
|
Net loss attributable
to noncontrolling interest
|
|
|
(619)
|
|
|
|
(537)
|
|
Net loss attributable
to Lindblad Expeditions Holdings, Inc.
|
|
|
(33,244)
|
|
|
|
(1,934)
|
|
Series A redeemable
convertible preferred stock dividend
|
|
|
1,301
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net loss available to
stockholders
|
|
$
|
(34,545)
|
|
|
$
|
(1,934)
|
|
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding
|
|
|
|
|
|
|
|
|
Basic
|
|
|
49,865,234
|
|
|
|
49,625,127
|
|
Diluted
|
|
|
49,865,234
|
|
|
|
49,625,127
|
|
|
|
|
|
|
|
|
|
|
Undistributed loss
per share available to stockholders:
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.66)
|
|
|
$
|
(0.04)
|
|
Diluted
|
|
$
|
(0.66)
|
|
|
$
|
(0.04)
|
|
LINDBLAD
EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES
|
Condensed
Consolidated Statements of Cash Flows
|
(In
thousands)
(unaudited)
|
|
|
|
For the three
months ended
March
31,
|
|
|
2021
|
|
2020
|
Cash Flows From
Operating Activities
|
|
|
|
|
Net loss
|
|
$ (33,863)
|
|
$ (2,471)
|
Adjustments to
reconcile net loss to net cash (used in) provided by operating
activities:
|
|
|
|
|
Depreciation and
amortization
|
|
8,249
|
|
6,690
|
Amortization of
National Geographic fee
|
|
-
|
|
727
|
Amortization of
deferred financing costs and other, net
|
|
687
|
|
486
|
Amortization of
right-to-use lease assets
|
|
(3)
|
|
51
|
Stock-based
compensation
|
|
1,611
|
|
898
|
Deferred income
taxes
|
|
(2,801)
|
|
(1,828)
|
(Gain) loss on foreign
currency
|
|
(70)
|
|
3,443
|
Changes in operating
assets and liabilities
|
|
|
|
|
Marine operating
supplies and inventories
|
|
(382)
|
|
(239)
|
Prepaid expenses and
other current assets
|
|
(2,080)
|
|
2,339
|
Unearned passenger
revenues
|
|
21,438
|
|
4,770
|
Other long-term
assets
|
|
675
|
|
621
|
Other long-term
liabilities
|
|
1,798
|
|
(4,411)
|
Accounts payable and
accrued expenses
|
|
(2,179)
|
|
4,356
|
Net cash (used in)
provided by operating activities
|
|
(6,920)
|
|
15,432
|
|
|
|
|
|
Cash Flows From
Investing Activities
|
|
|
|
|
Purchases of property
and equipment
|
|
(3,800)
|
|
(116,732)
|
Acquisition (net of
cash acquired)
|
|
(6,872)
|
|
-
|
Net cash used in
investing activities
|
|
(10,672)
|
|
(116,732)
|
|
|
|
|
|
Cash Flows From
Financing Activities
|
|
|
|
|
Proceeds from
long-term debt
|
|
-
|
|
152,695
|
Repayments of
long-term debt
|
|
(500)
|
|
(500)
|
Payment of deferred
financing costs
|
|
(31)
|
|
(61)
|
Repurchase under
stock-based compensation plans and related tax impacts
|
|
(7)
|
|
(134)
|
Repurchase of
warrants and common stock
|
|
-
|
|
(127)
|
Net cash (used in)
provided by financing activities
|
|
(538)
|
|
151,873
|
Net (decrease)
increase in cash, cash equivalents and restricted cash
|
|
(18,130)
|
|
50,573
|
|
|
|
|
|
Cash, cash equivalents
and restricted cash at beginning of period
|
|
204,515
|
|
109,258
|
|
|
|
|
|
Cash, cash equivalents
and restricted cash at end of period
|
|
$ 186,385
|
|
$ 159,831
|
|
|
|
|
|
Supplemental
disclosures of cash flow information:
|
|
|
|
|
Cash paid during the
period:
|
|
|
|
|
Interest
|
|
$ 4,146
|
|
$ 3,862
|
Income
taxes
|
|
1
|
|
12
|
Non-cash investing
and financing activities:
|
|
|
|
|
Non-cash preferred
share dividend
|
|
1,301
|
|
-
|
Shares issued for
acquisition
|
|
1,770
|
|
-
|
|
|
|
|
|
|
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
March
31,
|
|
|
|
2021
|
|
|
2020
|
|
Net loss
|
|
$
|
(33,863)
|
|
|
$
|
(2,471)
|
|
Interest expense,
net
|
|
|
5,669
|
|
|
|
3,054
|
|
Income tax
benefit
|
|
|
(2,801)
|
|
|
|
(1,828)
|
|
Depreciation and
amortization
|
|
|
8,249
|
|
|
|
6,690
|
|
Loss (gain) on
foreign currency
|
|
|
(70)
|
|
|
|
3,443
|
|
Other
expense
|
|
|
(1)
|
|
|
|
53
|
|
Stock-based
compensation
|
|
|
1,611
|
|
|
|
898
|
|
National Geographic
fee amortization
|
|
|
-
|
|
|
|
727
|
|
Other
|
|
|
386
|
|
|
|
12
|
|
Adjusted
EBITDA
|
|
$
|
(20,820)
|
|
|
$
|
10,578
|
|
|
Reconciliation of
Operating (Loss) Income to Adjusted EBITDA
|
|
Lindblad
Segment
|
|
For the three
months ended
March
31,
|
|
|
|
2021
|
|
|
2020
|
|
Operating (loss)
income
|
|
$
|
(27,296)
|
|
|
$
|
2,189
|
|
Depreciation and
amortization
|
|
|
7,867
|
|
|
|
6,248
|
|
Stock-based
compensation
|
|
|
1,477
|
|
|
|
898
|
|
National Geographic
fee amortization
|
|
|
-
|
|
|
|
727
|
|
Other
|
|
|
-
|
|
|
|
12
|
|
Adjusted
EBITDA
|
|
$
|
(17,952)
|
|
|
$
|
10,074
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land Experiences
Segment
|
|
For the three
months ended
March
31,
|
|
|
|
2021
|
|
|
2020
|
|
Operating (loss)
income
|
|
$
|
(3,770)
|
|
|
$
|
62
|
|
Depreciation and
amortization
|
|
|
382
|
|
|
|
442
|
|
Stock-based
compensation
|
|
|
134
|
|
|
|
-
|
|
Other
|
|
|
386
|
|
|
|
-
|
|
Adjusted
EBITDA
|
|
$
|
(2,868)
|
|
|
$
|
504
|
|
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 three
months ended
March
31,
|
|
|
|
2020
|
|
|
2019
|
|
Net cash (used in)
provided by operating activities
|
|
$
|
(6,920)
|
|
|
$
|
15,432
|
|
Less: purchases of
property and equipment
|
|
|
(3,800)
|
|
|
|
(116,732)
|
|
Free Cash
Flow
|
|
$
|
(10,720)
|
|
|
$
|
(101,300)
|
|
|
|
|
|
|
|
For the three
months ended
March
31,
|
|
|
|
2021
|
|
|
2020
|
|
Available Guest
Nights
|
|
|
-
|
|
|
|
51,624
|
|
Guest Nights
Sold
|
|
|
-
|
|
|
|
46,050
|
|
Occupancy
|
|
|
-
|
|
|
|
89
|
%
|
Maximum
Guests
|
|
|
-
|
|
|
|
6,512
|
|
Number of
Guests
|
|
|
-
|
|
|
|
5,564
|
|
Voyages
|
|
|
-
|
|
|
|
85
|
|
|
|
|
|
|
|
|
|
|
Calculation of
Gross Yield per Available Guest Night and Net Yield per Available
Guest Night
Lindblad Segment
|
|
For the three
months ended
March
31,
|
|
|
|
2021
|
|
|
2020
|
|
Guest ticket
revenues
|
|
$
|
-
|
|
|
$
|
60,362
|
|
Other tour
revenue
|
|
|
484
|
|
|
|
9,177
|
|
Tour
Revenues
|
|
|
484
|
|
|
|
69,539
|
|
Less:
Commissions
|
|
|
(29)
|
|
|
|
(5,427)
|
|
Less: Other tour
expenses
|
|
|
(634)
|
|
|
|
(5,761)
|
|
Net
Yield
|
|
$
|
(179)
|
|
|
$
|
58,351
|
|
Available Guest
Nights
|
|
|
-
|
|
|
|
51,624
|
|
Gross Yield per
Available Guest Night
|
|
|
NM
|
|
|
$
|
1,347
|
|
Net Yield per
Available Guest Night
|
|
|
NM
|
|
|
|
1,130
|
|
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
March
31,
|
|
|
|
2021
|
|
|
2020
|
|
Cost of
tours
|
|
$
|
7,604
|
|
|
$
|
35,521
|
|
Plus: Selling and
marketing
|
|
|
1,696
|
|
|
|
11,983
|
|
Plus: General and
administrative
|
|
|
10,613
|
|
|
|
13,598
|
|
Gross Cruise
Cost
|
|
|
19,913
|
|
|
|
61,102
|
|
Less:
Commissions
|
|
|
(29)
|
|
|
|
(5,427)
|
|
Less: Other tour
expenses
|
|
|
(634)
|
|
|
|
(5,761)
|
|
Net Cruise
Cost
|
|
|
19,250
|
|
|
|
49,914
|
|
Less: Fuel
Expense
|
|
|
(512)
|
|
|
|
(2,392)
|
|
Net Cruise Cost
Excluding Fuel
|
|
|
18,738
|
|
|
|
47,522
|
|
Non-GAAP
Adjustments:
|
|
|
|
|
|
|
|
|
Stock-based
compensation
|
|
|
(1,477)
|
|
|
|
(898)
|
|
National Geographic
fee amortization
|
|
|
-
|
|
|
|
(727)
|
|
Other
|
|
|
-
|
|
|
|
(12)
|
|
Adjusted Net
Cruise Cost Excluding Fuel
|
|
$
|
17,261
|
|
|
$
|
45,885
|
|
Adjusted Net
Cruise Cost
|
|
$
|
17,773
|
|
|
$
|
48,277
|
|
Available Guest
Nights
|
|
|
-
|
|
|
|
51,624
|
|
Gross Cruise Cost per
Available Guest Night
|
|
|
NM
|
|
|
$
|
1,184
|
|
Net Cruise Cost per
Available Guest Night
|
|
|
NM
|
|
|
|
967
|
|
Net Cruise Cost
Excluding Fuel per Available Guest Night
|
|
|
NM
|
|
|
|
921
|
|
Adjusted Net Cruise
Cost Excluding Fuel per Available Guest Night
|
|
|
NM
|
|
|
|
889
|
|
Adjusted Net
Cruise Cost per Available Guest Night
|
|
|
NM
|
|
|
|
935
|
|
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, debt refinancing
costs, acquisition-related expenses and other non-recurring
charges. We believe 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. We believe Adjusted EBITDA helps
provide a more complete understanding of the underlying operating
results and trends and an enhanced overall understanding of
our financial performance and prospects for the future.
Adjusted EBITDA is 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.
Our 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 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. We also record the number of guest
nights available on our limited land programs in this
definition.
Gross Cruise Cost represents the sum of cost
of tours plus selling and marketing expenses, and general and
administrative expenses.
Gross Yield per Available Guest
Night 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 Yield represents tour revenues less
commissions and direct costs of other tour revenues.
Net Yield per Available Guest Night represents Net
Yield divided by Available Guest Nights.
Number of Guests represents the number of guests
that travel with us 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.