Price | 17.19 | EPS | 0 | |
Shares | 50 | P/E | 60 | |
MCap | 853 | P/FCF | 21 | |
Net Debt | 118 | EBIT | 22 | |
TEV | 971 | TEV/EBIT | 44 | TTM 2019-09-30, in MM, except price, ratios |
10-Q | 2020-09-30 | Filed 2020-10-30 |
10-Q | 2020-06-30 | Filed 2020-08-10 |
10-Q | 2020-03-31 | Filed 2020-05-06 |
10-K | 2019-12-31 | Filed 2020-02-26 |
10-Q | 2019-09-30 | Filed 2019-10-30 |
10-Q | 2019-06-30 | Filed 2019-08-01 |
10-Q | 2019-03-31 | Filed 2019-05-02 |
10-K | 2018-12-31 | Filed 2019-02-28 |
10-Q | 2018-09-30 | Filed 2018-11-02 |
10-Q | 2018-06-30 | Filed 2018-08-02 |
10-Q | 2018-06-30 | Filed 2018-08-02 |
10-Q | 2018-03-31 | Filed 2018-05-03 |
10-K | 2017-12-31 | Filed 2018-03-02 |
10-Q | 2017-09-30 | Filed 2017-11-07 |
10-Q | 2017-06-30 | Filed 2017-08-03 |
10-Q | 2017-03-31 | Filed 2017-05-09 |
10-K | 2016-12-31 | Filed 2017-03-07 |
10-Q | 2016-09-30 | Filed 2016-11-04 |
10-Q | 2016-06-30 | Filed 2016-08-08 |
10-Q | 2016-03-31 | Filed 2016-05-09 |
10-K | 2015-12-31 | Filed 2016-03-14 |
10-Q | 2015-09-30 | Filed 2015-11-09 |
10-Q | 2015-06-30 | Filed 2015-08-07 |
10-Q | 2015-03-31 | Filed 2015-05-11 |
10-K | 2014-12-31 | Filed 2015-03-13 |
10-Q | 2014-09-30 | Filed 2014-11-06 |
10-Q | 2014-06-30 | Filed 2014-08-06 |
10-Q | 2014-03-31 | Filed 2014-05-07 |
10-K | 2013-12-31 | Filed 2014-03-06 |
10-Q | 2013-09-30 | Filed 2013-11-12 |
10-Q | 2013-06-30 | Filed 2013-08-14 |
10-Q | 2013-03-31 | Filed 2013-06-24 |
8-K | 2020-11-09 | |
8-K | 2020-10-29 | |
8-K | 2020-09-30 | |
8-K | 2020-08-31 | |
8-K | 2020-08-26 | |
8-K | 2020-08-10 | |
8-K | 2020-07-29 | |
8-K | 2020-07-17 | |
8-K | 2020-06-10 | |
8-K | 2020-05-15 | |
8-K | 2020-04-14 | |
8-K | 2020-03-31 | |
8-K | 2020-03-26 | |
8-K | 2020-03-13 | |
8-K | 2019-12-31 | |
8-K | 2019-12-06 | |
8-K | 2019-09-30 | |
8-K | 2019-07-17 | |
8-K | 2019-07-09 | |
8-K | 2019-06-30 | |
8-K | 2019-06-10 | |
8-K | 2019-05-02 | |
8-K | 2019-04-11 | |
8-K | 2019-02-28 | |
8-K | 2018-11-02 | |
8-K | 2018-09-04 | |
8-K | 2018-08-02 | |
8-K | 2018-06-12 | |
8-K | 2018-05-03 | |
8-K | 2018-03-27 | |
8-K | 2018-02-28 | |
8-K | 2018-01-08 |
Part I. Financial Information Item 1. Financial Statements |
Note 1 – Business and Basis of Presentation |
Note 2 – Earnings per Share |
Note 3 – Revenues |
Note 4 – Financial Statement Details |
Note 5 – Long - Term Debt |
Note 6 – Financial Instruments and Fair Value Measurements |
Note 7 – Stockholders’ Equity |
Note 8 – Stock - Based Compensation |
Note 9 – Related Party Transactions |
Note 10 – Income Taxes |
Note 11 – Commitments and Contingencies |
Note 12 – Segment Information |
EX-31.1 | ex_200381.htm |
EX-31.2 | ex_200382.htm |
EX-32.1 | ex_200383.htm |
EX-32.2 | ex_200384.htm |
Balance Sheet | Income Statement | Cash Flow |
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Assets, Equity
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Rev, G Profit, Net Income
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Ops, Inv, Fin
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
For the transition period from to
Commission file number
LINDBLAD EXPEDITIONS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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| Name of each exchange on which registered |
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Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | | ☒ |
Non-accelerated filer | ☐ | Smaller reporting company | |
| Emerging growth company | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of October 26, 2020,
LINDBLAD EXPEDITIONS HOLDINGS, INC.
Quarterly Report On Form 10-Q
For The Quarter Ended September 30, 2020
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PART I. FINANCIAL INFORMATION |
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ITEM 1. | Financial Statements (Unaudited) |
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| Condensed Consolidated Balance Sheets as of September 30, 2020 (Unaudited) and December 31, 2019 | |
| Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited) | |
| Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited) | |
| Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited) | |
| Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2020 and 2019 (Unaudited) | |
| Notes to the Condensed Consolidated Financial Statements (Unaudited) | |
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ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
ITEM 3. | Quantitative and Qualitative Disclosures about Market Risk | |
ITEM 4. | Controls and Procedures | |
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PART II. OTHER INFORMATION |
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ITEM 1. | Legal Proceedings | |
ITEM 1A. | Risk Factors | |
ITEM 2. | Unregistered Sale of Equity Securities and Use of Proceeds | |
ITEM 3. | Defaults Upon Senior Securities | |
ITEM 4. | Mine Safety Disclosures | |
ITEM 5. | Other Information | |
ITEM 6. | Exhibits | |
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SIGNATURES |
PART I. | FINANCIAL INFORMATION |
Item 1. | FINANCIAL STATEMENTS |
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 | $ | $ | ||||||
Restricted cash | ||||||||
Marine operating supplies | ||||||||
Inventories | ||||||||
Prepaid expenses and other current assets | ||||||||
Total current assets | ||||||||
Property and equipment, net | ||||||||
Goodwill | ||||||||
Intangibles, net | ||||||||
Deferred tax asset | ||||||||
Right-to-use lease assets | ||||||||
Other long-term assets | ||||||||
Total assets | $ | $ | ||||||
LIABILITIES | ||||||||
Current Liabilities: | ||||||||
Unearned passenger revenues | $ | $ | ||||||
Accounts payable and accrued expenses | ||||||||
Lease liabilities - current | ||||||||
Long-term debt - current | ||||||||
Total current liabilities | ||||||||
Long-term debt, less current portion | ||||||||
Deferred tax liabilities | ||||||||
Lease liabilities | ||||||||
Other long-term liabilities | ||||||||
Total liabilities | ||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||
Series A redeemable convertible preferred stock, and shares authorized; and shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively | ||||||||
Redeemable noncontrolling interest | ||||||||
STOCKHOLDERS’ EQUITY | ||||||||
Preferred stock, par value, shares authorized; Series A shares issued and outstanding | ||||||||
Common stock, par value, shares authorized; and issued, and outstanding as of September 30, 2020 and December 31, 2019, respectively | ||||||||
Additional paid-in capital | ||||||||
Retained earnings | ||||||||
Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
Total stockholders' equity | ||||||||
Total liabilities, stockholders' equity and redeemable noncontrolling interest | $ | $ |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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 | $ | $ | $ | $ | ||||||||||||
Operating expenses: | ||||||||||||||||
Cost of tours | ||||||||||||||||
General and administrative | ||||||||||||||||
Selling and marketing | ||||||||||||||||
Depreciation and amortization | ||||||||||||||||
Total operating expenses | ||||||||||||||||
Operating (loss) income | ( | ) | ( | ) | ||||||||||||
Other (expense) income: | ||||||||||||||||
Interest expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Gain (loss) on foreign currency | ( | ) | ( | ) | ( | ) | ||||||||||
Other expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Total other expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
(Loss) income before income taxes | ( | ) | ( | ) | ||||||||||||
Income tax (benefit) expense | ( | ) | ( | ) | ||||||||||||
Net (loss) income | ( | ) | ( | ) | ||||||||||||
Net (loss) income attributable to noncontrolling interest | ( | ) | ( | ) | ||||||||||||
Net (loss) income attributable to Lindblad Expeditions Holdings, Inc. | ( | ) | ( | ) | ||||||||||||
Non-cash deemed dividend to warrant holders | ||||||||||||||||
Net (loss) income available to stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
Weighted average shares outstanding | ||||||||||||||||
Basic | ||||||||||||||||
Diluted | ||||||||||||||||
Undistributed (loss) earnings per share available to stockholders | ||||||||||||||||
Basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ |
The accompanying notes are an integral part of these condensed consolidated financial statements.
LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
(unaudited)
For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
Net (loss) income | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
Other comprehensive income (loss): | ||||||||||||||||
Cash flow hedges: | ||||||||||||||||
Net unrealized gain (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
Reclassification adjustment, net of tax | ||||||||||||||||
Total other comprehensive income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
Total comprehensive (loss) income | ( | ) | ( | ) | ( | ) | ||||||||||
Less: comprehensive (loss) income attributive to non-controlling interest | ( | ) | ( | ) | ||||||||||||
Comprehensive (loss) income attributable to stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ |
The accompanying notes are an integral part of these condensed consolidated financial statements.
LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders’ Equity
(In thousands, except share data)
(unaudited)
Common Stock | Additional Paid-In | Retained | Accumulated Other Comprehensive | Total Stockholders' | ||||||||||||||||||||
Shares | Amount | Capital | Earnings | Loss | Equity | |||||||||||||||||||
Balance as of June 30, 2020 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
Stock-based compensation | - | |||||||||||||||||||||||
Issuance of stock for equity compensation plans, net | ( | ) | ( | ) | ||||||||||||||||||||
Repurchase of shares and warrants | ||||||||||||||||||||||||
Other comprehensive income, net | - | |||||||||||||||||||||||
Redeemable noncontrolling interest | - | |||||||||||||||||||||||
Series A preferred stock dividend | - | ( | ) | ( | ) | |||||||||||||||||||
Net loss available to stockholders | - | ( | ) | ( | ) | |||||||||||||||||||
Balance as of September 30, 2020 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
Common Stock | Additional Paid-In | Retained | Accumulated Other Comprehensive | Total Stockholders' | ||||||||||||||||||||
Shares | Amount | Capital | Earnings | Loss | Equity | |||||||||||||||||||
Balance as of January 1, 2020 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
Stock-based compensation | - | |||||||||||||||||||||||
Issuance of stock for equity compensation plans, net | ( | ) | ( | ) | ||||||||||||||||||||
Repurchase of shares and warrants | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
Other comprehensive loss, net | - | ( | ) | ( | ) | |||||||||||||||||||
Redeemable noncontrolling interest | - | |||||||||||||||||||||||
Series A preferred stock dividend | - | ( | ) | ( | ) | |||||||||||||||||||
Net loss available to stockholders | - | ( | ) | ( | ) | |||||||||||||||||||
Balance as of September 30, 2020 | $ | $ | $ | $ | ( | ) | $ |
The accompanying notes are an integral part of these condensed consolidated financial statements.
LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders’ Equity (continued)
(In thousands, except share data)
(unaudited)
Common Stock | Additional Paid-In | Retained | Accumulated Other Comprehensive | Total Stockholders' | ||||||||||||||||||||
Shares | Amount | Capital | Earnings | Loss | Equity | |||||||||||||||||||
Balance as of June 30, 2019 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
Stock-based compensation | - | |||||||||||||||||||||||
Issuance of stock for equity compensation plans, net | ( | ) | ( | ) | ||||||||||||||||||||
Warrants | ( | ) | ||||||||||||||||||||||
Other comprehensive loss, net | - | ( | ) | ( | ) | |||||||||||||||||||
Net income available to common stockholders | - | |||||||||||||||||||||||
Balance as of September 30, 2019 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
Common Stock | Additional Paid-In | Retained | Accumulated Other Comprehensive | Total Stockholders' | ||||||||||||||||||||
Shares | Amount | Capital | Earnings | Loss | Equity | |||||||||||||||||||
Balance as of January 1, 2019 | $ | $ | $ | ( | ) | $ | ||||||||||||||||||
Stock-based compensation | - | |||||||||||||||||||||||
Issuance of stock for equity compensation plans, net | ( | ) | ( | ) | ||||||||||||||||||||
Repurchase of shares and warrants | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
Warrants | ( | ) | ||||||||||||||||||||||
Other comprehensive loss, net | - | ( | ) | ( | ) | |||||||||||||||||||
Net income available to common stockholders | - | |||||||||||||||||||||||
Balance as of September 30, 2019 | $ | $ | $ | $ | ( | ) | $ |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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 | $ | ( | ) | $ | ||||
Adjustments to reconcile net (loss) income to net cash (used by) provided by operating activities: | ||||||||
Depreciation and amortization | ||||||||
Amortization of National Geographic fee | ||||||||
Amortization of deferred financing costs and other, net | ||||||||
Amortization of right-to-use lease assets | ||||||||
Stock-based compensation | ||||||||
Deferred income taxes | ( | ) | ||||||
Loss on foreign currency | ||||||||
Changes in operating assets and liabilities | ||||||||
Marine operating supplies and inventories | ( | ) | ||||||
Prepaid expenses and other current assets | ( | ) | ||||||
Unearned passenger revenues | ( | ) | ||||||
Other long-term assets | ( | ) | ||||||
Other long-term liabilities | ( | ) | ||||||
Accounts payable and accrued expenses | ( | ) | ( | ) | ||||
Net cash (used in) provided by operating activities | ( | ) | ||||||
Cash Flows From Investing Activities | ||||||||
Purchases of property and equipment | ( | ) | ( | ) | ||||
Net cash used in investing activities | ( | ) | ( | ) | ||||
Cash Flows From Financing Activities | ||||||||
Proceeds from long-term debt | ||||||||
Proceeds from Series A preferred stock issuance | ||||||||
Repayments of long-term debt | ( | ) | ( | ) | ||||
Payment of deferred financing costs | ( | ) | ( | ) | ||||
Repurchase under stock-based compensation plans and related tax impacts | ( | ) | ( | ) | ||||
Repurchase of warrants and common stock | ( | ) | ( | ) | ||||
Warrants exercised | ||||||||
Net cash provided by financing activities | ||||||||
Net increase (decrease) in cash, cash equivalents and restricted cash | ( | ) | ||||||
Cash, cash equivalents and restricted cash at beginning of period | ||||||||
Cash, cash equivalents and restricted cash at end of period | $ | $ | ||||||
Supplemental disclosures of cash flow information: | ||||||||
Cash paid during the period: | ||||||||
Interest | $ | $ | ||||||
Income taxes | $ | $ | ||||||
Non-cash investing and financing activities: | ||||||||
Additional paid-in capital exercise proceeds of option shares | $ | $ | ||||||
Additional paid-in capital exchange proceeds used for option shares | $ | $ | ( | ) | ||||
Non-cash deemed dividend to warrant holders | $ | $ |
The accompanying notes are an integral part of these condensed consolidated financial statements.
Lindblad Expeditions Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
NOTE 1 – BUSINESS AND BASIS OF PRESENTATION
Business
Lindblad Expeditions Holdings, Inc. and its consolidated subsidiaries (the “Company” or “Lindblad”) mission is offering life-changing adventures around the world and pioneering innovative ways to allow its guests to connect with exotic and remote places. The Company currently operates a fleet of
owned expedition ships and seasonal charter vessels under the Lindblad brand and operates eco-conscious expeditions and nature-focused, small-group tours under the Natural Habitat, Inc. (“Natural Habitat”) brand.
The Company operates the following reportable business segments:
Lindblad – Offers primarily ship-based expeditions aboard customized, nimble and intimately-scaled vessels that are able to venture where larger cruise ships cannot, thereby allowing Lindblad to offer up-close experiences in the planet’s wild and remote places and capitals of culture. Many of these expeditions involve travel to remote places with limited infrastructure and ports (such as Antarctica and the Arctic) or places that are best accessed by a ship (such as the Galápagos, Alaska, Baja’s Sea of Cortez, Costa Rica and Panama), and foster active engagement by guests. Each expedition ship is designed to be comfortable and inviting, while being fully equipped with state-of-the-art tools for in-depth exploration. The Company has an alliance with National Geographic Partners (“National Geographic”), which provides for lecturers and National Geographic experts, including photographers, writers, marine biologists, naturalists, field researchers and film crews, to join many of the Company’s expeditions.
Natural Habitat – Offers over 100 different expedition itineraries of primarily land-based nature adventures in more than 45 countries spanning all seven continents. The expeditions focus on small groups led by award-winning naturalists to achieve close-up wildlife and nature experiences. Examples of expeditions offered include safaris in Botswana, grizzly bear adventures in Alaska, polar bear tours in Canada and small-group Galápagos tours. Many of the expeditions feature access to private wildlife reserves, remote corners of national parks and distinctive lodges and camps for the best wildlife viewing. Natural Habitat has partnered with World Wildlife Fund (“WWF”) to offer conservation travel, which is sustainable travel that contributes to the protection of nature and wildlife.
The Company’s common stock is listed on the NASDAQ Capital Market under the symbol “LIND”.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements and footnotes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding unaudited interim financial information and include the accounts and transactions of the Company. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial statements for the periods presented. Operating results for the periods presented are not necessarily indicative of the results of operations to be expected for the full year due to seasonality and other factors. Certain information and footnote disclosures normally included in the consolidated financial statements in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC for interim reporting. All intercompany balances and transactions have been eliminated in these unaudited condensed consolidated financial statements. These unaudited condensed consolidated financial statements and footnotes should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto for the year ended December 31, 2019 contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2020 (the “2019 Annual Report”).
The presentation of certain items in the condensed consolidated statements of cash flows have been reclassified to conform to the 2020 presentation. The reclassification had no effect on previously reported results of net cash provided by operating activities.
There have been no significant changes to the Company’s accounting policies from those disclosed in the 2019 Annual Report, with the exception of those noted below.
Series A Redeemable Convertible Preferred Stock
The Company’s Series A redeemable convertible preferred stock is accounted for as equity instruments, presented on the condensed consolidated balance sheets in the temporary equity section. The redemption or conversion of the preferred stock into shares of the Company’s common stock is not solely controlled by the Company. At the six-year anniversary of the issuance, the holders have the right to require the Company to repurchase their redeemable convertible preferred stock. The redeemable convertible preferred stock is convertible into the Company’s common stock (i) any time at the holder’s election, (ii) at the six-year anniversary of the issuance of those shares not redeemed at the request of the holder, or (iii) after the third anniversary of the issuance by the Company under certain circumstances.
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 stock, 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. |
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| ● | Lowered expected annual maintenance capital expenditures by over $ |
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| ● | Meaningfully reduced general and administrative expenses through staff furloughs, payroll reductions and the elimination of all non-essential travel, office expenses and discretionary spending. |
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| ● | Suspended the majority of planned advertising and marketing spend. |
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| ● | 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
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 $
During May 2020, the Company amended its $
During June 2020, the Company amended its export credit agreements to defer approximately $
During August 2020, the Company raised $
As of September 30, 2020, the Company had a total debt position of $
The Company estimates its monthly cash usage while its vessels are not in operations to be approximately $
In April 2020, the Company received a U.S. Small Business Administration Loan related to the COVID-19 crisis in the amount of $6.6 million. The Company subsequently returned the funds received from this loan and, as a result, made additional adjustments to its cost structure.
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 from October 29, 2020, the date of this Quarterly Report on Form 10-Q.
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 an 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.
Valuation of Goodwill
In accordance with ASC 360, the Company tests for impairment annually as of September 30, or more frequently if warranted. The Company assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of goodwill is less than its carrying amount. The Company completed the annual impairment test as of September 30, 2020 with no indication of goodwill impairment.
Valuation of Long-lived Assets
The effects of COVID-19 on the Company’s expected future operating cash flows was a potential indicator that the carrying value of the Company's long-lived assets may not be recoverable. The Company performed an undiscounted cash flow analysis of its long-lived assets for potential impairment as of September 30, 2020, and based on the analysis, it was determined that there was no impairment to the Company's long-lived assets.
Recent Accounting Pronouncements
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740)–Simplifying the Accounting for Income Taxes. The amendments of this ASU are intended to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, and early adoption is permitted. The Company will adopt this ASU as required and does not expect it to have a material impact to the Company’s financial statements.
In March 2020, the FASB issued ASU 2020-4, Reference Rate Reform (Topic 848) –Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The guidance of this ASU is designed to provide relief from the accounting analysis and impacts that may otherwise be required for modifications to agreements (e.g., loans, debt securities, derivatives, borrowings) necessitated by reference rate reform. It also provides optional expedients to enable companies to continue to apply hedge accounting to certain hedging relationships impacted by reference rate reform. Application of the guidance is optional, is only available in certain situations, and is only available for companies to apply until December 31, 2022. The Company is currently reviewing its agreements impacted by the reference rate reform and does not expect this ASU to have a material impact to the Company’s financial statements.
In August 2020, the FASB issued ASU 2020-06, Debt – Debt with conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. The amendments in this Update address issues identified as a result of the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. The amendments in this Update reduce the number of accounting models for convertible debt instruments and convertible preferred stock, and address convertible instruments with conversion features, as well as other items. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021, early adoption is permitted for fiscal years beginning after December 15, 2020, and must be adopted at the beginning of an entities’ fiscal year. The Company will adopt this ASU as required and is currently reviewing the impacts this ASU will have on its financial statements.
NOTE 2 – EARNINGS PER SHARE
Earnings per Common Share
Earnings per common share is computed using the two-class method related to its Preferred Stock. Under the two-class method, undistributed earnings available to stockholders for the period are allocated on a pro rata basis to the common stockholders and to the holders of convertible preferred shares based on the weighted average number of common shares outstanding and number of shares that could be issued upon conversion of the Preferred Stock. Diluted earnings per share is computed using the weighted average number of common shares outstanding and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the dilutive incremental common shares associated with restricted stock awards, shares issuable upon the exercise of stock options and previously outstanding warrants, using the treasury stock method, and the potential common shares that could be issued from conversion of the Preferred Stock, using the if-converted method. When a net loss occurs, potential common shares have an anti-dilutive effect on earnings per share and such shares are excluded from the diluted EPS calculation.
For the three and nine months ended September 30, 2020 and 2019, the Company calculated earnings (loss) per share as follows:
For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
(In thousands, except share and per share data) | (unaudited) | (unaudited) | (unaudited) | (unaudited) | ||||||||||||
Net (loss) income attributable to Lindblad Expeditions Holdings, Inc. | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
Series A redeemable convertible preferred stock dividend | ||||||||||||||||
Non-cash deemed dividend to warrant holders | ||||||||||||||||
Undistributed (loss) earnings available to stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
Weighted average shares outstanding: | ||||||||||||||||
Total weighted average shares outstanding, basic | ||||||||||||||||
Dilutive potential common shares | ||||||||||||||||
Dilutive potential options | ||||||||||||||||
Dilutive potential redeemable convertible preferred shares | ||||||||||||||||
Dilutive potential warrants | ||||||||||||||||
Total weighted average shares outstanding, diluted | ||||||||||||||||
Undistributed (loss) earnings per share available to stockholders | ||||||||||||||||
Basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ |
For the three and nine months ended September 30, 2020, the Company incurred a net loss from operations, therefore
NOTE 3 – REVENUES
Customer Deposits and Contract Liabilities
The Company’s guests remit deposits in advance of tour embarkation. Guest deposits consist of guest ticket revenues as well as revenues from the sale of pre- and post-expedition excursions, hotel accommodations, land-based expeditions and air transportation to and from the ships. Guest deposits represent unearned revenues and are reported as unearned passenger revenues in the condensed consolidated balance sheets when received and are subsequently recognized as tour revenue over the duration of the expedition. Accounting Standards Codification, Revenue from Contracts with Customers (Topic 606) defines a “contract liability” as an entity’s obligation to transfer goods or services to a customer for which the entity has received consideration from the customer. The Company does not consider guest deposits to be a contract liability until the guest no longer has the right, resulting from the passage of time, to cancel their reservation and receive a full refund. The change in contract liabilities within unearned passenger revenues presented in our condensed consolidated balance sheets are as follows:
Contract Liabilities | ||||
(In thousands) | (unaudited) | |||
Balance as of January 1, 2020 | $ | |||
Recognized in tour revenues during the period | ( | ) | ||
Additional contract liabilities in period | ||||
Balance as of September 30, 2020 | $ |
The following table disaggregates our tour revenues by the sales channel it was derived from:
For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
Guest ticket revenue: | (unaudited) | (unaudited) | (unaudited) | (unaudited) | ||||||||||||
Direct | % | % | % | % | ||||||||||||
National Geographic | % | % | % | % | ||||||||||||
Agencies | % | % | % | % | ||||||||||||
Affinity | % | % | % | % | ||||||||||||
Guest ticket revenue | % | % | % | % | ||||||||||||
Other tour revenue | % | % | % | % | ||||||||||||
Tour revenues | % | % | % | % |
NOTE 4 – FINANCIAL STATEMENT DETAILS
The following is a reconciliation of cash, cash equivalents and restricted cash to the statement of cash flows:
As of September 30, | ||||||||
2020 | 2019 | |||||||
(In thousands) | (unaudited) | (unaudited) | ||||||
Cash and cash equivalents | $ | $ | ||||||
Restricted cash | ||||||||
Total cash, cash equivalents and restricted cash as presented in the statement of cash flows | $ | $ |
Restricted cash consist of the following:
As of September 30, 2020 | As of December 31, 2019 | |||||||
(In thousands) | (unaudited) | |||||||
Federal Maritime Commission escrow | $ | $ | ||||||
Certificates of deposit and other restricted securities | ||||||||
Credit card processor reserves | ||||||||
Total restricted cash | $ | $ |
The Company’s prepaid expenses and other current assets consist of the following:
As of September 30, 2020 | As of December 31, 2019 | |||||||
(In thousands) | (unaudited) | |||||||
Prepaid tour expenses | $ | $ | ||||||
Prepaid air expense | ||||||||
Prepaid marketing, commissions and other expenses | ||||||||
Prepaid client insurance | ||||||||
Prepaid corporate insurance | ||||||||
Prepaid port agent fees | ||||||||
Prepaid income taxes | ||||||||
Total prepaid expenses | $ | $ |
The Company’s accounts payable and accrued expenses consist of the following:
As of September 30, 2020 | As of December 31, 2019 | |||||||
(In thousands) | (unaudited) | |||||||
Accounts payable | $ | $ | ||||||
Foreign currency forward contract liability | ||||||||
Accrued other expense | ||||||||
Employee liability | ||||||||
Refunds and commissions payable | ||||||||
Bonus compensation liability |