What changed in this filing

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Item 1. Financial Statements

2021-08-04 compared with 2021-04-30 · 522 added, 320 removed, 1002 unchanged (46% of the section changed)

4 unchanged sentences

(In thousands, except share and per share data)

As of March 31, 2021

As of June 30, 2021

As of December 31, 2020

(unaudited)  

Current Assets:

20 unchanged sentences

Deferred tax asset

10,697  

Right-to-use lease assets

12 unchanged sentences

11,255  

Total current liabilities

11 unchanged sentences

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

85,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively

86,445  

6 unchanged sentences

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

85,000 Series A shares issued and outstanding as of June 30, 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

50,139,831 and 49,905,512 issued, 50,071,623 and 49,818,676 outstanding as of June 30, 2021 and December 31, 2020, respectively

Additional paid-in capital

7 unchanged sentences

( 32,894 )  

34,958  

Total liabilities, mezzanine equity and stockholders' equity

6 unchanged sentences

(In thousands, except share and per share data)

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

Tour revenues

1 unchanged sentence

$ ( 268 )  

$ 17,047  

$ 80,971  

Operating expenses:

1 unchanged sentence

19,391  

12,721  

27,670  

54,913  

General and administrative

1 unchanged sentence

29,100  

27,025  

Selling and marketing

1 unchanged sentence

Depreciation and amortization

16,462  

15,243  

Total operating expenses

1 unchanged sentence

34,478  

Operating (loss) income

80,699  

113,466  

Operating loss

( 32,588 )  

( 34,746 )  

( 63,652 )  

Other (expense) income:

1 unchanged sentence

( 5,705 )  

( 4,179 )  

( 11,374 )  

Gain (loss) on foreign currency

( 3,879 )  

Other income (expense)

( 62 )  

Total other expense

( 5,504 )  

( 8,120 )  

( 11,101 )  

Loss before income taxes

( 38,092 )  

( 42,866 )  

( 74,753 )  

Income tax benefit

1 unchanged sentence

( 2,943 )  

( 5,158 )  

( 35,735 )  

( 39,923 )  

( 69,595 )  

Net loss attributable to noncontrolling interest

( 437 )  

( 265 )  

( 1,056 )  

Net loss attributable to Lindblad Expeditions Holdings, Inc.

( 35,298 )  

( 39,658 )  

( 68,539 )  

Series A redeemable convertible preferred stock dividend

1 unchanged sentence

$ ( 36,616 )  

$ ( 39,658 )  

$ ( 71,161 )  

Weighted average shares outstanding

3 unchanged sentences

49,683,381  

50,064,152  

49,741,635  

49,964,693  

49,683,381  

Undistributed loss per share available to stockholders:

1 unchanged sentence

$ ( 0.80 )  

$ ( 1.38 )  

$ ( 0.71 )  

$ ( 0.80 )  

$ ( 1.38 )  

The accompanying notes are an integral part of these condensed consolidated financial statements.

3 unchanged sentences

(In thousands)

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

$ ( 35,735 )  

$ ( 39,923 )  

$ ( 69,595 )  

Other comprehensive income (loss):

1 unchanged sentence

Net unrealized gain (loss)

Reclassification adjustment, net of tax

Total other comprehensive income (loss)

1 unchanged sentence

( 35,570 )  

( 30,667 )  

( 68,936 )  

comprehensive loss attributive to non-controlling interest

( 437 )  

( 265 )  

( 1,056 )  

Comprehensive loss attributable to stockholders

$ ( 35,133 )  

$ ( 30,402 )  

$ ( 67,880 )  

The accompanying notes are an integral part of these condensed consolidated financial statements.

6 unchanged sentences

Total Stockholders'

Balance as of January 1, 2021

Balance as of March 31, 2021

50,126,926  

6 unchanged sentences

12,905  

Issuance of stock for acquisition

( 1,719 )  

4 unchanged sentences

( 35,298 )  

Balance as of March 31, 2021

50,126,926  

Balance as of June 30, 2021

50,139,831  

15 unchanged sentences

( 1,726 )  

Repurchase of shares and warrants

( 8,517 )  

( 127 )  

Other comprehensive loss, net

( 13,399 )  

Redeemable noncontrolling interest

Issuance of stock for acquisition

82,302  

Net loss available to common stockholders

Other comprehensive income, net

Series A preferred stock dividend

( 2,622 )  

Balance as of March 31, 2020

Net loss available to stockholders

( 68,539 )  

Balance as of June 30, 2021

50,139,831  

5 unchanged sentences

AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders ’

Equity (continued)

(In thousands, except share data)

Additional Paid-In

Accumulated Other Comprehensive

Total Stockholders'

Balance as of March 31, 2020

Stock-based compensation

Issuance of stock for equity compensation plans, net

Other comprehensive income, net

Redeemable noncontrolling interest

Net loss available to common stockholders

Balance as of June 30, 2020

Additional Paid-In

Accumulated Other Comprehensive

Total Stockholders'

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

Net loss available to common stockholders

Balance as of June 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 Cash Flows

(In thousands)

For the three months ended March 31,

For the six months ended June 30,

Cash Flows From Operating Activities

$ ( 69,595 )  

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization

16,462  

15,243  

Amortization of National Geographic fee

16 unchanged sentences

Accounts payable and accrued expenses

( 2,179 )  

Net cash (used in) provided by operating activities

( 6,920 )  

Net cash provided by (used in) operating activities

21,838  

9 unchanged sentences

15,484  

183,339  

Repayments of long-term debt

3 unchanged sentences

Repurchase under stock-based compensation plans and related tax impacts

Repurchase of warrants and common stock

Net cash (used in) provided by financing activities

( 1,726 )  

151,873  

Net (decrease) increase in cash, cash equivalents and restricted cash

Repurchase of warrants and common stock

Net cash provided by financing activities

181,765  

Net decrease in cash, cash equivalents and restricted cash

( 969 )  

11 unchanged sentences

Non-cash preferred share dividend

Shares issued for acquisition  

The accompanying notes are an integral part of these condensed consolidated financial statements.

8 unchanged sentences

The Company currently operates a fleet of nine owned expedition ships and five seasonal charter vessels under the Lindblad brand, operates land-based eco-conscious expeditions and active nature focused tours under the Natural Habitat, Inc.

(“Natural Habitat”) and Off the Beaten Path, LLC (“Off the Beaten Path”) brands and operates luxury cycling and adventure tours under the DuVine Cycling + Adventure Company (“DuVine”) brand.

The Company operates the following two reportable business segments:

Lindblad Segment.  

The Lindblad segment consists primarily of 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.

Lindblad Segment.

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 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.

2 unchanged sentences

The Land Experiences segment includes our three primarily land-based brands, Natural Habitat, DuVine and Off the Beaten Path.

Natural Habitat offers over 100 different expedition itineraries 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.

Natural Habitat  offers over 100 different expedition itineraries 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.

DuVine offers luxury cycling and adventure tours around the world, providing immersive cultural and culinary experiences through thoughtfully designed itineraries led by expert local guides.

DuVine  offers luxury cycling and adventure tours around the world, providing immersive cultural and culinary experiences through thoughtfully designed itineraries led by expert local guides.

Offerings primarily include tours throughout Europe, the United States and South America.

Examples of DuVine's tours include cycling and culinary tours throughout the Bordeaux and Burgundy wine making regions, Tuscan truffle, porcini and chestnut harvest regions, Napa and Sonoma wine making regions and lakes and volcanos throughout Patagonia. 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.

Off the Beaten Path offers active small-group and private custom journeys around the world.

Off the Beaten Path has a long-standing focus on offering unique adventures and experiences throughout the U.S.

Off the Beaten Path  offers active small-group and private custom journeys around the world with a long-standing focus on offering unique adventures and experiences throughout the U.S.

National Parks.

4 unchanged sentences

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.

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.

5 unchanged sentences

There have been no significant changes to the Company’s accounting policies from those disclosed in the 2020 Annual Report.

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 beginning June 2021 with expeditions to Alaska and the Galapagos and is working with local health authorities on plans to operate in additional geographies during the second half of the year.

As the Company’s ships are currently not in operations, 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 fully put back into service quickly 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, to provide assistance to existing and potential guests and to 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 Fleet 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 operate 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.

Return to Fleet Operations and COVID- 19 Business Update

The Company resumed ship operations in June 2021 and as of July 31, 2021 had eight of its nine vessels providing expeditions to guests.

During June 2021, the Company launched three ships in Alaska and another in the Galapagos and following the quarter, the Company resumed operations on the majority of its remaining vessels with additional ships launching in Alaska and the Galapagos, as well as Iceland.

The Company continues to work with local authorities on plans to operate in additional geographies during the second half of the year.

As the COVID- 19 virus effects travel restrictions in various locations around the world, the Company also continues to work with its guests to reschedule travel plans and refund payments, as applicable, for those expeditions and trips that the Company is not able to operate.

The Company believes there are a variety of strategic advantages that enable it to deploy its ships safely and quickly, while mitigating the risk of COVID- 19 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.

The small nature of the Company’s ships also allows it to efficiently and effectively test its guests and crew prior to boarding.

All ship crew and staff have been fully vaccinated.

Additionally, the majority of expeditions take place in remote locations where human interactions are limited, so there is less opportunity for external influence.

While the Company’s ships were not in operations, the majority of the fleet was being maintained with minimally required crew on-board to ensure they complied with all necessary regulations and could be fully put back into service quickly as needed. Ahead of launching each ship, crew levels were increased as necessary to prepare each vessel for operations as well as for crew training and vaccinations. The Company offices primarily remain 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 implemented in March 2020 to mitigate the impact of COVID- 19 and preserve and enhance its liquidity position. Prior to resuming operations, this plan employed 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 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.

With the majority of operations resuming, operating costs are ramping back up, but given the continued uncertainty around COVID- 19 and given that guest counts have not yet returned to traditional levels, the Company continues to minimize expenditures as appropriate.

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.

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.

Following the quarter, in April 2021, the Company drew down an additional $ 15.5 million under its second senior secured credit agreement in conjunction with its fourth installment payment on the National Geographic Resolution, scheduled for delivery in the fourth quarter of 2021.

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 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 was increased by 125bps, to be paid-in-kind at maturity, a LIBOR floor of 75bps has been added to the term loan and certain covenants have been amended to be more restrictive.

As of June 30, 2021, the Company had $ 160.1  million in unrestricted cash and $ 43.5  million in restricted cash primarily related to deposits on future travel originating from U.S.

ports and credit card reserves.

As of June 30, 2021, the Company had a total debt position of $ 514.7  million and was in compliance with all of its debt covenants.

Since the beginning of the COVID- 19 pandemic, the Company has taken a variety of steps to strengthen its balance sheet and increase liquidity including:

In April 2020 the Company drew down $ 30.6 million and in April 2021 the Company drew down $ 15.5 million under its second export credit agreement in conjunction with its third and fourth installment payments on the National Geographic Resolution, scheduled for delivery in the fourth quarter of 2021.

In 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 on December 22, 2020, the second due on December 22, 2021 and the final payment due on December 22, 2022.

In June 2020, the Company amended its export credit agreements to defer scheduled amortization payments from June 2020 through March 2021 and suspend the total net leverage ratio covenant from June 2020 through June 2021. 

During June 2021, the Company further amended its export credit agreements to, among other things, extend the deferral of scheduled amortization payments of the first export credit facility through December 2021 in the aggregate amount of $ 15.7 million, extend the waiver of its total net leverage ratio covenant through March 31, 2022, increase the interest rate spreads of the export credit facilities by 50 basis points and annualize EBITDA used in its covenant calculation through December 31, 2022.

The deferred principal payments will amortize quarterly over three years starting in March 2022.

Certain other covenants continue to be more restrictive during the extended covenant waiver period.

In 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 was increased by 125 basis points, to be paid-in-kind at maturity, a LIBOR floor of 75 basis points was added to the term loan and certain covenants were amended to be more restrictive. During April 2021, the Company further amended its term loan and revolving credit facilities to, among other things, extend the waiver of its total net leverage ratio covenant through March 31, 2022, annualize EBITDA used in its covenant calculation through December 31, 2022 and increase the interest rate spreads of the term loan, excluding the Main Street Loan, and the revolving credit facility by an additional 50 basis points.

Certain other covenants continue to be more restrictive during the extended covenant waiver period.

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 facility through the Main Street Expanded Loan Facility program established by the Board of Governors of the Federal Reserve System.

In December 2020, the Company amended its term loan and revolving credit facilities and borrowed an incremental $ 85.0 million under the amended term loan facility 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 %, without any LIBOR floor, 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 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 from April 30, 2021, the date of this Quarterly Report on Form 10 -Q. 

Valuation of Goodwill and  

The effects of the COVID- 19 pandemic on the Company’s expected future operating cash flows was an indicator of potential impairment.

As a result, the Company performed an analysis of its reporting units’

goodwill for potential impairment as of March 31, 2021.

Based on this analysis, there was no impairment of goodwill.

Valuation of Long-lived Assets

As the Company continues to ramp up operations, its monthly cash usage will increase as it incurs costs in operating expeditions, preparing additional ships for return to service, spending to market and advertise upcoming expeditions and trips and reinstating remaining 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 and trips, as well as deposits for new reservations for future travel.

Given the dynamic nature of the COVID- 19 pandemic, the Company cannot reasonably estimate the potential impacts the pandemic will have 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 restrictions are no longer in place.

 the date of this Quarterly Report on Form

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.

As a result, the Company performed an undiscounted cash flow analyses of its long-lived assets for potential impairment as of March 31, 2021.

As a result, the Company performed an undiscounted cash flow analysis of its long-lived assets for potential impairment as of June 30, 2021.

Based on this analysis, there was 

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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 earnings per share calculation.

For the three months ended March 31, 2021 and 2020, the Company incurred a net loss from operations, therefore basic and diluted net loss per share are the same for the periods.

As of March 31, 2021, 

0.9 million restricted shares, 0.5 million options and 9.3 million common shares issuable upon the conversion of the Preferred Stock were excluded from dilutive potential common shares for the period as they were anti-dilutive and basic and diluted net loss per share are the same for the period.

As of March 31, 2020, 0.5 million restricted shares and 0.2 million options were excluded from dilutive potential common shares for the period as they were anti-dilutive.

For the three months ended March 31, 2021 and 2020, the Company calculated earnings (loss) per share as follows:

For the three months ended March 31,

For the three and six months ended June 30, 2021 and 2020, the Company incurred a net loss from operations, therefore basic and diluted net loss per share are the same for the periods.

For the three and six months ended June 30, 2021, 

approximately 0.8 million restricted shares, 1.5 million options and 9.4 million common shares issuable upon the conversion of the Preferred Stock were excluded from dilutive potential common shares for the periods as they were anti-dilutive.

For the 

three  and 

six  months ended 

June 30, 2020, 

0.3  million restricted shares and 

0.2  million options were excluded from dilutive potential common shares for the periods as they are anti-dilutive.

For the three and six months ended June 30, 2021 and 2020, the Company calculated earnings (loss) per share as follows:

For the three months ended June 30,

For the six months ended June 30,

(unaudited)  

(In thousands, except share and per share data)

1 unchanged sentence

$ ( 35,298 )  

$ ( 39,658 )  

$ ( 68,539 )  

Series A redeemable convertible preferred stock dividend

1 unchanged sentence

$ ( 36,616 )  

$ ( 39,658 )  

$ ( 71,161 )  

Weighted average shares outstanding:

2 unchanged sentences

49,741,635  

49,964,693  

49,683,381  

Total weighted average shares outstanding, diluted

1 unchanged sentence

49,741,635  

49,964,693  

49,683,381  

Undistributed loss per share available to stockholders:

1 unchanged sentence

$ ( 0.80 )  

$ ( 1.38 )  

$ ( 0.71 )  

$ ( 0.80 )  

$ ( 1.38 )  

NOTE 3 —

14 unchanged sentences

71,098  

Balance as of March 31, 2021

Balance as of June 30, 2021

$ 140,834  

The following table disaggregates our tour revenues by the sales channel it was derived from:

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

Guest ticket revenue:

Direct  

National Geographic  

Agencies  

Affinity  

(unaudited)  

National Geographic

Guest ticket revenue

Other tour revenue  

Tour revenues

2 unchanged sentences

The following is a reconciliation of cash, cash equivalents and restricted cash to the statement of cash flows:

For the three months ended March 31,

(In thousands)  

(unaudited)  

For the six months ended June 30,

(In thousands)

Cash and cash equivalents

7 unchanged sentences

$ 102,230  

Restricted cash consist of the following:

As of March 31, 2021

As of December 31, 2020

(In thousands)  

(unaudited)  

Restricted cash consists of the following:

June 30, 2021

December 31, 2020

(In thousands)

Federal Maritime Commission escrow

1 unchanged sentence

$ 13,856  

Certificates of deposit and other restricted securities

Credit card processor reserves

Certificates of deposit and other restricted securities

Total restricted cash

2 unchanged sentences

The Company’s prepaid expenses and other current assets consist of the following:

As of March 31, 2021

As of June 30, 2021

As of December 31, 2020

(In thousands)  

(unaudited)  

(In thousands)

Prepaid tour expenses

11 unchanged sentences

The Company’s accounts payable and accrued expenses consist of the following:

As of March 31, 2021

As of June 30, 2021

As of December 31, 2020

3 unchanged sentences

$ 5,285  

Employee liability

Accrued other expense

Employee liability

Bonus compensation liability

Foreign currency forward contract liability

Refunds and commissions payable

Foreign currency forward contract liability

Travel certificate liability

Accrued travel insurance expense

Royalty payable

Income tax liabilities

3 unchanged sentences

The Company’s loan receivable is recorded at amortized cost within other long-term assets.

The following is a rollforward of the receivable balance:

For the three months ended March 31, 2021

The Company reviewed its loan receivable for credit losses in connection with the preparation of its condensed consolidated financial statements for the period ended 

June 30, 2021. 

In evaluating the allowance for loan losses, the Company considered factors such as historical loss experience, the type and amount of loan, adverse situations that 

affect the borrower’s ability to repay and prevailing economic conditions.

Based on these credit loss estimation and experience factors, the Company realized 

no  allowance for loan loss for the 

three  or 

six  months ended 

June 30, 2021.

The following is a rollforward of the loan receivable balance:

For the six months ended June 30, 2021

(In thousands)

1 unchanged sentence

$ 4,220  

Adjustment for ship building expense  

Legal invoices deferred

Accrued interest

Amortization of deferred costs

Balance as of March 31, 2021

Balance as of June 30, 2021

$ 3,910  

1 unchanged sentence

LONG-TERM DEBT

As of March 31, 2021

As of June 30, 2021

As of December 31, 2020

2 unchanged sentences

Deferred Financing Costs, net

$ 1,684  

Revolving Facility

Credit Facility

$ 282,669  

4 unchanged sentences

$ 271,501  

Credit Facility

1st Senior Secured Credit Agreement

107,695  

4 unchanged sentences

105,911  

1st Senior Secured Credit Agreement

2nd Senior Secured Credit Agreement

76,604  

4 unchanged sentences

58,859  

2nd Senior Secured Credit Agreement

Revolving Facility

45,000  

22 unchanged sentences

$ 471,359  

For the three months ended March 31, 2021 and 2020, deferred financing costs charged to interest expense were $ 0.7  million and $ 0.5 million, respectively.

For the three and six months ended June 30, 2021, deferred financing costs charged to interest expense were $ 0.8  million and $ 1.5 million, respectively.

For the three and six months ended June 30, 2020, deferred financing costs charged to interest expense were $ 0.5  million and $ 1.0 million, respectively.

Credit Facility

2 unchanged sentences

In August 2020, the Company amended the Amended Credit Agreement 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 Facility was increased 125 basis points, to be paid-in-kind at maturity, a LIBOR minimum of 0.75 % was added to the Term Facility and certain covenants were amended to be more restrictive. During April 2021, the Company further amended its Amended Credit Agreement to, among other things, extend the waiver of its total net leverage ratio covenant through March 2022, annualize EBITDA used in its covenant calculation through December 31, 2022 and increase the interest rate spreads of the Term Facility, excluding the Main Street Loan, and the Revolving Facility by 50 basis points.

Certain other covenants under the Amended Credit Agreement continue to be more restrictive during the extended covenant waiver period.

In December 2020, the Company amended the Amended Credit Agreement to provide for the borrowing of a new tranche of incremental term loans under the Amended Credit Agreement in an amount of $ 85.0 million, maturing December 2025, made under the Main Street Expanded Loan Facility (the “Main Street Loan”). Interest on the Main Street Loan shall be paid-in-kind for the first year and the principal shall amortize at a rate of 15 % in each of the third and fourth years, with the remaining amounts to be paid at maturity.

1 unchanged sentence

and fees for LIBOR-based loans.

The Term Facility, as amended, bears interest at an adjusted Intercontinental Exchange (“ICE”) Benchmark administration LIBOR with a minimum of 0.75 %, plus a spread of 4.75 %, for an aggregated rate of 5.50 % as of December 31, 2020.

The Term Facility, as amended, bears interest at an adjusted Intercontinental Exchange (“ICE”) Benchmark administration LIBOR with a minimum of 0.75 %, plus a spread of 5.25 %, for an aggregated rate of 6.00 % as of June 30, 2021.

125 basis points of the spread are to be paid-in-kind at maturity.

Borrowings under the Revolving Facility as amended, bears interest at an adjusted ICE Benchmark administration LIBOR, plus a spread of 3.00 %, for an aggregated rate of 3.12 % as of March 31, 2020.

The Main Street Loan bears interest at a rate per annum adjusted ICE Benchmark administration LIBOR for an interest period of 3 -months plus 3.00 %, for an aggregated rate of 3.20 % as of March 31, 2021. 

Borrowings under the Revolving Facility as amended, bears interest at an adjusted ICE Benchmark administration LIBOR, plus a spread of 3.50 %, for an aggregated rate of 3.60 % as of June 30, 2021.

The Main Street Loan bears interest at a rate per annum adjusted ICE Benchmark administration LIBOR for an interest period of 3 -months plus 3.00 %, for an aggregated rate of 3.15 % as of June 30, 2021. 

Senior Secured Credit Agreement

1 unchanged sentence

During March 2020, the Company took possession of the National Geographic Endurance and borrowed $ 107.7 million under the Export Credit Agreement for final payment .

The Export Credit Agreement bears interest at a floating interest rate equal to three -month LIBOR plus a margin of 3.00 % per annum, for an aggregated rate of 3.18 % as of March 31, 2021. 

The Export Credit Agreement, as amended, bears interest at a floating interest rate equal to three -month LIBOR plus a margin of 3.50 % per annum, for an aggregated rate of 3.62 % over the borrowing period covering June 30, 2021. 

In April 2019, the Company entered into a senior secured credit agreement (the “Second Export Credit Agreement”) with Citibank, N.A., London Branch and Eksportkreditt Norge AS, to make available to the Company, at the Company's option and subject to certain conditions, a loan in an aggregate principal amount not to exceed $ 122.8 million for the purpose of providing pre- and post-delivery financing for up to 80 % of the purchase price of the Company’s new expedition ice-class cruise vessel, the 

2 unchanged sentences

April 2020 and April 2021, the Company drew approximately $ 30.5 million, $ 30.6 million and $ 15.5 million, respectively, against the Second Export Credit Agreement for contracted installment payments on the 

National Geographic Resolution . The Second Export Credit Agreement bears a variable interest rate equal to three -month LIBOR plus a margin of 3.00 % per annum, or 3.19 % as of March 31, 2021.

National Geographic Resolution . The Second Export Credit Agreement, as amended, bears a variable interest rate equal to three -month LIBOR plus a margin of 3.50 % per annum, or 3.62 % over the borrowing period covering June 30, 2021.

After completion of the vessel, the Second Export Credit Agreement, at the Company’s option, will bear an interest rate of either a fixed rate of 6.36 % or a variable rate equal to three -month LIBOR plus a margin of 3.00 % per annum.

June 2020, the Company amended its export credit agreements to defer approximately $ 9.0 million in aggregate scheduled amortization payments originally due June 2020 through March 2021 and to suspend the total net leverage ratio covenant from June 2020 through June 2021.

In June 2020, the Company amended its export credit agreements to defer scheduled amortization payments from June 2020 through March 2021 and to suspend the total net leverage ratio covenant from June 2020 through June 2021.

The deferred principal payments will amortize quarterly over three years starting in March 2022.

Certain other covenants continue to be more restrictive during the extended covenant waiver period.

Notes Payable

In connection with the Natural Habitat acquisition in May 2016, Natural Habitat issued a $ 2.5 million unsecured promissory note, amended in May 2020, to Benjamin L.

Bressler, the founder of Natural Habitat, with an outstanding principal amount of $ 1.7 million as of March 31, 2021. 

Bressler, the founder of Natural Habitat, with an outstanding principal amount of $ 1.7 million as of June 30, 2021. 

The promissory note accrues interest at a rate of 1.44 % annually, with interest payable every six months and the remaining principal payments to be due in equal installments on December 22, 2021 and 2022.

The Company’s Amended Credit Agreement, Export Credit Agreement and Second Export Credit Agreement contain financial and restrictive covenants that include among others, net leverage ratios, limits on additional indebtedness and limits on certain investments.

As of March 31, 2021, the net leverage ratio covenant of the Company’s Amended Credit Agreement has been waived through June 2021.

The Company was in compliance with its covenants in effect as of March 31, 2021.

NOTE 6  

 FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

As of June 30, 2021, the net leverage ratio covenant of the Company’s Amended Credit Agreement has been waived through March 2022.

The Company was in compliance with its covenants in effect as of June 30, 2021.

NOTE 6  — 

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Derivative Instruments and Hedging Activities

15 unchanged sentences

Any changes in fair values of hedges that are determined to be ineffective are immediately reclassified from accumulated other comprehensive income (loss) into earnings.

No gains or losses of the Company’s cash flow hedges were considered to be ineffective and reclassified from other comprehensive income (loss) to earnings for the period ended March 31, 2021.

No gains or losses of the Company’s cash flow hedges were considered to be ineffective and reclassified from other comprehensive income (loss) to earnings for the period ended June 30, 2021.

The Company reclassified $ 0.1 million from other comprehensive income (loss) to earnings for the period ended June 30, 2020 due to the maturity of a cash flow hedge and the hedged item.

The Company estimates that approximately $ 0.1 million of losses currently recorded in accumulated other comprehensive income (loss) will be recognized in earnings over the next 12 months due to maturity of the cash flow hedge and the hedged item.

The Company will continue to assess the effectiveness of the hedges on an ongoing basis.

The Company held the following derivative instruments with absolute notional values as of March 31, 2021:

The Company held the following derivative instruments with absolute notional values as of June 30, 2021:

(in thousands)

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Estimated fair values (Level 2 ) of derivative instruments were as follows:

As of March 31, 2021

As of December 31, 2020

June 30, 2021

December 31, 2020

(In thousands)

13 unchanged sentences

$ 1,033  

Recorded in accounts payable and accrued expenses, and other long-term liabilities.

Recorded in accounts payable and accrued expenses.

Recorded in prepaid expenses and other current assets. 

Changes in the fair value of the Company’s hedging instruments are recorded in accumulated other comprehensive income, pursuant to the guidelines of cash flow hedge accounting as outlined in ASC 815.

The effects of derivatives recognized in the Company’s condensed consolidated financial statements were as follows:

For the three months ended March 31,

 The effects of derivatives recognized in the Company’s condensed consolidated financial statements were as follows:

For the three months ended June 30,

For the six months ended June 30,

(In thousands)

3 unchanged sentences

$ ( 9,272 )  

Interest rate cap (a)

$ ( 496 )  

$ 4,005  

Interest rate cap (b)

( 86 )  

( 163 )  

Derivative instruments not designated as cash flow hedging instruments:

Foreign exchange forward (b)

Foreign exchange forward (c)

( 80 )  

1 unchanged sentence

$ ( 7,809 )  

$ ( 739 )  

$ 2,147  

For the three and six months ended June 30, 2021, $ 0.1 million was recognized as a loss on foreign currency in the condensed consolidated statements of income, and a $ 0.0  million and a $ 0.4  million gain, respectively, was recognized, net of tax, as a component of other comprehensive income (loss) within stockholders’ equity.

For the three and six months ended June 30, 2020, $ 5.3 million was recognized as a loss on foreign currency in the condensed consolidated statements of income, and a $ 3.9 million gain and a $ 9.3 million loss, respectively, was recognized, net of tax, as a component of other comprehensive income (loss) within stockholders’ equity.

Recognized, net of tax, as a component of other comprehensive income (loss) within stockholders’ equity.

Gains (losses) related to derivative instruments are expected to be largely offset by (losses) gains on the underlying exposures being hedged.

During the three months ended March 31, 2021, a gain of $ 0.1  was recognized in gain (loss) on foreign currency.

During the three months ended March 31, 2020, a loss of $ 3.4 million was recognized in gain (loss) on foreign currency.

During the three and six months ended June 30, 2021, a loss of $ 0.0  million and $ 0.1  million, respectively, were recognized in gain (loss) on foreign currency.

During the three and six months ended June 30, 2020, a gain of $ 1.4 million and a loss of $ 2.0 million was recognized in gain (loss) on foreign currency.

Fair Value Measurements

The carrying amounts of cash and cash equivalents, accounts payable and accrued expenses, approximate fair value due to the short-term nature of these instruments.

The carrying value of long-term debt approximates fair value given that the terms of the agreements were comparable to the market as of March 31, 2021.

As of March 31, 2021 and December 31, 2020, the Company had no other significant liabilities that were measured at fair value on a recurring basis.

The carrying value of long-term debt approximates fair value given that the terms of the agreements were comparable to the market as of June 30, 2021.

As of June 30, 2021 and December 31, 2020, the Company had no other significant liabilities that were measured at fair value on a recurring basis.

NOTE 7 —

8 unchanged sentences

In March 2020, the Repurchase Plan was suspended due to the uncertain impact of the COVID- 19 pandemic and our borrowings through the Main Street Expanded Loan Facility program places restrictions on stock repurchases. The Company has cumulatively repurchased 875,218  shares of common stock for $ 8.3  million and 6,011,926 warrants for $ 14.7 million, since plan inception.

The remaining balance for the Repurchase Plan was $ 12.0  million as of March 31, 2021.

The remaining balance for the Repurchase Plan was $ 12.0  million as of June 30, 2021.

Preferred Stock

7 unchanged sentences

At the six -year anniversary of the closing date, each investor has the right to require the Company to repurchase their Preferred Stock and any Preferred Stock not requested to be repurchased shall be converted into common shares of the Company equal to the quotient obtained by dividing the then-current accrued value by the conversion price.

The Preferred Stock deferred issuance costs was approximately $ 2.9  million as of March 31, 2021.

The Preferred Stock deferred issuance costs was approximately $ 2.9  million as of June 30, 2021.

For the three and six months ended June 30, 2021, the Company recorded $ 1.3 million and $ 2.6 million, respectively, in accrued dividends for Preferred Stock.

As of June 30, 2021, the Preferred Stock could be converted at the option of the holders into approximately 9.4 million shares of the Company’s common stock.

NOTE 8 —

STOCK BASED COMPENSATION

The Company is authorized to issue up to 2.5 million shares of common stock under the 2015 Long-Term Incentive Plan to key employees, and as of March 31, 2021, approximately 0.1  million shares were available to be granted.

The Company has proposed a new long-term incentive plan for approval at the 2021 annual meeting. 

As of March 31, 2021 and December 31, 2020, options to purchase an aggregate of 510,000 shares of the Company’s common stock, with a weighted average exercise price of $ 10.30 , were outstanding.

As of March 31, 2021, 200,000  options were exercisable.

The Company recorded stock-based compensation expense of $ 1.6  million and $ 0.9 million during the three months ended 

March 31, 2021 and 2020, respectively.

2021  Long-Term Incentive Compensation

During the three months ended March 31, 2021, the Company granted 109,921 restricted stock units ("RSUs") with a weighted average grant price of $ 18.74 .

The Company is authorized to issue up to 4.7 million shares of common stock under the 2021 Long-Term Incentive Plan (“the Plan”) which was approved by shareholders in June 2021.

As of June 30, 2021, approximately 3.9  million shares were available to be granted under the Plan.

As of June 30, 2021 and December 31, 2020, options to purchase an aggregate of 1.5 million and 510,000 shares of the Company’s common stock, respectively, with a weighted average exercise price of $ 14.37 and $ 10.30 , respectively, were outstanding.

As of June 30, 2021, 188,000  options were exercisable.

The Company recorded stock-based compensation expense of $ 1.1  million and $ 2.6 million during the three and six months ended 

June 30, 2021, respectively, and $ 0.7  million and $ 1.6 million during the three and six months ended 

June 30, 2020, respectively.

Long-Term Incentive Compensation

During the six months ended June 30, 2021, the Company granted 170,870 restricted stock units ("RSUs") with a weighted average grant price of $ 18.22 .

The RSUs will primarily vest equally over three years on the anniversary of the grant date, subject to the recipient’s continued employment or service with the Company on the applicable vesting date. The number of shares were determined based upon the closing price of our common stock on the date of the award.

During the three months ended March 31, 2021, the Company awarded 50,072  market performance share units (“MSUs”) with a weighted average grant price of $ 18.90 .

During the six months ended June 30, 2021, the Company awarded 50,072  market performance share units (“MSUs”) with a weighted average grant price of $ 18.90 .

The MSUs are market-based equity incentive awards based on a performance-multiplier of change in the stock price of the Company’s common stock between the grant date and March 31, 2024.

1 unchanged sentence

The number of MSUs earned shall be determined and shall vest on March 31, 2024.

As a new grant under his compensation agreement, the Company granted to Mr.

Berle, the Company’s new Chief Executive Officer, 1.0 million options on May 10, 2021 and, after Mr.

Berle purchased a required amount of the Company’s common stock in the open market, as specified in this compensation agreement, granted 58,452 RSUs on June 3, 2021.

The options were granted with an exercise price of $ 16.38 , and vest ratably over five years.

The RSUs were granted with a weighted average grant price of $ 17.33 and vest ratably over five years.

Natural Habitat Contingent Arrangement

3 unchanged sentences

Bressler will be granted options with a fair value equal to 10.1 % of such excess, subject to certain conditions.

Lawrence, President of Off the Beaten Path, was issued 1,007 profit interest units in the equity of Off the Beaten Path as part of the overall acquisition structure.

Lawrence, President of Off the Beaten Path, was issued 1,007 profit interest units in the equity of Off the Beaten Path as part of the acquisition.

The profit interest units had a $ 132.86 per share grant date fair value and are considered vested upon issuance.

The Company recorded $ 0.1 million in stock-based compensation expense related to the value of these profit units for the three months ended March 31, 2021.

The Company recorded $ 0.1 million in stock-based compensation expense related to the value of these profit units for the six months ended June 30, 2021, included in the Company’s total stock-based compensation disclosed above.

NOTE 9  —

24 unchanged sentences

While the Company believes that the amount of the recorded financial statement benefits and tax reserves reflect the more-likely-than- not criteria, it is possible that the ultimate outcome of current or future examinations may result in a reduction to the tax benefits previously recorded on its condensed consolidated financial statements or may exceed the current income tax reserves in amounts that could be material.

As of March 31, 2021, and December 31, 2020, the Company had a liability for unrecognized tax benefits of $ 0.0 million.

The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. During the three months ended March 31, 2021 and 2020, interest and penalties related to uncertain tax positions included in income tax expense are not significant.

The Company's effective tax rate for the three months ended March 31, 2021 was a benefit of 7.6 % versus a benefit of 42.5 % for the three months ended March 31, 2020, primarily due to the timing of losses in the 

As of June 30, 2021, and December 31, 2020, the Company had a liability for unrecognized tax benefits of $ 0.0 million.

The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. During the three and six months ended June 30, 2021 and 2020, interest and penalties related to uncertain tax positions included in income tax expense are not significant.

The Company's effective tax rate for the three and six months ended June 30, 2021 was a benefit of 6.2 % and 6.9 %, respectively, versus a benefit of 6.9 % and 10.1 % for the three and six months ended June 31, 2020, respectively, primarily due to the timing of losses in the 

first quarter and the expected amount of income for the full year 2021 as compared to 2020 due to the impact of the COVID- 19 pandemic on the Company's operations.

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The acquisitions were accounted for under purchase accounting and are included in our consolidated results from the acquisition dates.

Acquisition related cost were approximately $ 0.4 million and are included in general and administrative expenses in the condensed consolidated statements of operations for the three months ended March 31, 2021.

The financial results of the acquired businesses are immaterial to the Company's financial statements individually or in aggregate.

The purchase accounting valuations for the acquisitions are ongoing and have not been completed as of this report date and is subject to change as third -party valuations are finalized.

The Company recorded approximately $ 6.5 million in intangible assets related to tradenames and customer lists and approximately $ 11.5  million in goodwill related to these acquisitions.

The revenue and operating income contributed by the acquisitions during the three months ended March 31, 2021 were immaterial.

Following are the pro forma revenue and net loss available to stockholders for the three months ended March 31, 2021 and 2020, had the Company had completed the acquisitions on January 1, 2020. 

For the three months ended March 31,  

The purchase accounting valuations for the acquisitions are ongoing and have not been completed as of this report date and is subject to change as third -party valuations are finalized. The Company preliminarily recorded approximately $ 6.5 million in intangible assets related to tradenames and customer lists and approximately $ 11.5  million in goodwill related to these acquisitions, which could be subject to possible adjustment when the valuations have been completed.

The acquired businesses contributed aggregate revenue of $ 3.2 million and $ 3.5 million during the three and six months ended June 30, 2021, respectively, while their aggregate net loss contributed for the three and six months ended June 30, 2021 was immaterial to the Company's financial statements.

Following are pro forma revenue and net loss available to stockholders for the three and six months ended June 30, 2021 and 2020, assuming the Company had completed the acquisitions on January 1, 2020: 

For the three months ended June 30,

For the six months ended June 30,

(In thousands)

(unaudited)  

Revenue  

$ 15,266  

$ ( 65 )  

Net loss available to stockholders  

$ 17,100  

$ 82,699  

Net loss available to stockholders

( 36,616 )  

( 40,118 )  

( 71,464 )  

NOTE 12  —

16 unchanged sentences

Bressler’s put option, subject to a call purchase price minimum.

Lawrence, in a combination of his minority interest and profit interest units, retains a 19.9 % noncontrolling interest in Off the Beaten Path, which is subject to a put/call arrangement.

Lawrence, through a combination of his original minority interest and the profit interest units he received, retains a 19.9 % noncontrolling interest in Off the Beaten Path, which is subject to a put/call arrangement.

The arrangement between the Company and Mr.

10 unchanged sentences

Levine has a put option, that under certain conditions and subject to providing notice by January 31, 2026, that enables him, but does not obligate him, to sell his remaining interest in DuVine to the Company as of December 31, 2025.

The Company has call options, but not an obligation, with a first call option to on or after December 31, 2023, expiring December 31, 2025, to acquire an additional 10 % of DuVine from Mr.

The Company has call options, but not an obligation, with a first call option to on or after December 31, 2023, expiring December 31, 2025, acquire an additional 10 % of DuVine from Mr.

Levine, and a second call option with an expiration of December 31, 2030, under which it can buy Mr.

8 unchanged sentences

The fair value of the put options were determined using a discounted cash flow model.

The redemption values were adjusted to their present value using the Company’s weighted average cost of capital.

The following is a rollforward of redeemable non-controlling interest:

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

(In thousands)

(unaudited)  

Beginning balance

1 unchanged sentence

$ 16,476  

$ 7,494  

$ 16,112  

Net loss attributable to noncontrolling interest

( 437 )  

Acquired businesses' noncontrolling interest  

( 265 )  

( 1,056 )  

Acquired businesses' noncontrolling interest

Fair value adjustment of put option

Balance March 31,

( 6,241 )  

Balance June 30,

$ 10,036  

$ 9,970  

$ 10,036  

$ 9,970  

Royalty Agreement –

4 unchanged sentences

The amount is calculated based upon a percentage of certain ticket revenues less travel agent commission, including the revenues received from cancellation fees and any revenues received from the sale of pre- and post-expedition extensions.

Royalty expense for the three months ended March 31, 2021 and 2020 was $ 0.0  million and $ 1.2 million, respectively.

The royalty balances payable to National Geographic as of March 31, 2021 and December 31, 2020 were each $ 0.0  million.

If there were any royalty balances they would have been included in accounts payable and accrued expenses on the accompanying condensed consolidated balance sheets.

Royalty expense for the three and six months ended June 30, 2021 was $ 0.1  million and $ 0.1  million, respectively, and $ 0.1  million and $ 1.3 million for the three and six months ended June 30, 2020, respectively.

The royalty balance payable to National Geographic as of June 30, 2021 and December 31, 2020 was $ 0.1 and $ 0.0  million, respectively, and are included in accounts payable and accrued expenses on the accompanying condensed consolidated balance sheets.

Royalty Agreement –

3 unchanged sentences

The fees are included within selling and marketing expense on the accompanying condensed consolidated statements of operations.

This royalty fee expense was $ 0.0 million and $ 0.2  million for the three months ended March 31, 2021 and 2020, respectively.

This royalty fee expense was $ 0.0  million and $ 0.1  million for the three and six months ended June 30, 2021, respectively, and for the three and six months ended June 30, 2020 was $ 0.1 million and $ 0.2 million, respectively.

Charter Commitments

From time to time, the Company enters into agreements to charter vessels onto which it holds its tours and expeditions.

Future minimum payments on its charter agreements as of March 31, 2021 are as follows:

Future minimum payments on its charter agreements as of June 30, 2021 are as follows:

For the years ended December 31,

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SEGMENT INFORMATION

The Company is primarily a specialty cruise and experiential travel operator with operations in two segments, Lindblad and Land Experiences.

The Company is primarily a specialty cruise and experiential travel operator with operations in two reportable segments, Lindblad and Land Experiences.

The Company evaluates the performance of the business based largely on the results of its operating segments.

1 unchanged sentence

The reports provided to the Board of Directors are at a consolidated level and also contain information regarding the separate results of both segments.

While both segments have similar characteristics, the two operating and reporting segments cannot be aggregated because they fail to meet the requirements for aggregation.

The Company evaluates the performance of its business segments based largely on tour revenues and operating income, without allocating other income and expenses, net, income taxes and interest expense, net.

For the three months ended March 31, 2021 and 2020, operating results were as follows:

For the three months ended March 31,

(In thousands)  

(unaudited)  

For the three and six months ended June 30, 2021 and 2020, operating results for the Company’s reportable segments were as follows:

For the three months ended June 30,

For the six months ended June 30,

(In thousands)

Tour revenues:

1 unchanged sentence

$ ( 22 )  

$ 6,702  

$ 7,164  

$ 69,517  

$ ( 62,353 )  

Land Experiences

1 unchanged sentence

11,454  

( 1,571 )  

Total tour revenues

2 unchanged sentences

$ 15,534  

$ 17,047  

$ 80,971  

$ ( 63,924 )  

Operating (loss) income:

2 unchanged sentences

$ ( 58,335 )  

$ ( 29,452 )  

$ ( 28,883 )  

Land Experiences

1 unchanged sentence

( 3,105 )  

Total operating (loss) income

( 5,317 )  

1 unchanged sentence

( 2,274 )  

Total operating loss

$ ( 32,588 )  

$ ( 34,746 )  

$ 2,158  

$ ( 63,652 )  

$ ( 32,495 )  

$ ( 31,157 )  

Depreciation and amortization are included in segment operating income as shown below:

For the three months ended March 31,

(In thousands)  

(unaudited)  

For the three months ended June 30,

For the six months ended June 30,

(In thousands)

Depreciation and amortization:

2 unchanged sentences

$ ( 116 )  

( 1 )%  

$ 15,690  

$ 14,188  

$ 1,502  

Land Experiences

( 224 )  

( 36 )%  

( 283 )  

Total depreciation and amortization

2 unchanged sentences

$ ( 340 )  

( 4 )%  

$ 16,462  

$ 15,243  

$ 1,219  

The following table presents our total assets, intangibles, net and goodwill by segment:

(In thousands)

As of March 31, 2021

As of June 30, 2021

As of December 31, 2020

Total Assets:

(unaudited)  

$ 701,301  

18 unchanged sentences

$ 22,105  

For the three months Ended March 31, 2021 and 2020 there were $ 0.0  million and $ 2.2 million in intercompany tour revenues between the Lindblad and Land Experiences segments eliminated in consolidation, respectively.

NOTE 14  —

SUBSEQUENT EVENT

On April 1, 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.

 On April 26, 2021, the Company amended its Amended Credit Agreement to, among other things, extend the waiver of its total net leverage ratio covenant through March 31, 2022, adjust the annualized EBITDA used in its covenant calculation through December 31, 2022 and increase the interest rate spreads of the Term Facility, excluding the Main Street Loan, and the Revolving Facility by 50bps,  such additional interest to be paid in cash.

Certain other covenants under the Amended Credit Agreement continue to be more restrictive during the extended covenant waiver period.

For the three and six months ended June 30, 2021 there were no intercompany tour revenues between the Lindblad and Land Experiences reportable segments eliminated in consolidation.

For the 

three  and 

six  months ended 

June 30, 2020, 

there were $ 0.0  million and $ 2.2  million in intercompany tour revenues between the Lindblad and Land Experiences 

reportable segments eliminated in consolidation, respectively.

MANAGEMENT ’

68 unchanged sentences

DuVine Cycling + Adventure Company (“DuVine”) provides international cycling adventures and unforgettable travel experiences, connecting with local character and culture on small, intimate group cycling tours around the world with cycling experts as guides, immersion in local cuisine, accommodations and history.

Cycling tours include in the United States, from cycling beneath the shadow of majestic California redwoods to pedaling through farmland on a Vermont bike tour, wine tastings in the world-class vineyards of Napa and Sonoma or farm-to-table renaissance dining, cycling through exotic Costa Rican rainforests, the rocky coasts of Ireland, deep in the vineyards of Spain, or high in the Swiss Alps, exploring the roads of ancient cities and trek the Atlas desert by camel, to bamboo forests and Buddhist temples or pedaling past tea plantations in Kyoto.

Cycling tours include in the United States, from cycling beneath the California redwoods to pedaling through farmland on a Vermont bike tour, wine tastings in the world-class vineyards of Napa and Sonoma or farm-to-table renaissance dining, cycling through exotic Costa Rican rainforests, the rocky coasts of Ireland, deep in the vineyards of Spain, or high in the Swiss Alps, exploring the roads of ancient cities and trek the Atlas desert by camel, to bamboo forests and Buddhist temples or pedaling past tea plantations in Kyoto.

Off the Beaten Path, LLC (“Off the Beaten Path”) provides small group travel, led by local, experienced guides, with distinct focus on wildlife, hiking national parks and culture, to change people's lives through exceptional travel.

1 unchanged sentence

The Company operates two segments including the Lindblad segment, which consists of the operations of our Lindblad brand, and the Land Experiences segment, consisting of our Natural Habitat, DuVine and Off the Beaten Path brands.

First Quarter Highlights

2021 Highlights

We resumed ship operations in June 2021 and as of July 31, 2021 had eight of our nine vessels providing expeditions to guests.

During June 2021, we launched three ships in Alaska and another in the Galapagos and, following the quarter, we resumed operations on the majority of our remaining vessels with additional ships launching in Alaska and the Galapagos, as well as Iceland.

During June 2021, we amended our export credit facilities to, among other things, extend the deferral of scheduled amortization payments of the first export credit facility through December 2021 in the aggregate amount of $15.7 million, extend the effective suspension of the total net leverage ratio covenant through March 2022, increase the interest rate spreads for the export credit facilities by 50 basis points and annualize EBITDA used in its covenant calculation through December 31, 2022.

The deferred tranches will amortize quarterly over three years starting in March 2022.

During April 2021, we further amended our amended credit agreement to, among other things, extend the waiver of its total net leverage ratio covenant through March 31, 2022, annualize EBITDA used in its covenant calculation through December 31, 2022 and increase the interest rate spreads of the Term Facility, excluding the Main Street Loan, and the Revolving Facility by 50 basis points, such additional interest to be paid in cash.

Certain other covenants under the amended credit agreement continue to be more restrictive during the extended covenant waiver period.

During the first quarter of 2021, we completed the acquisitions of Off the Beaten Path, a land-based travel operator specializing in authentic national park experiences, and DuVine, an international luxury cycling and adventure company focused on exceptional food and wine experiences.

COVID-19 Business Update

Due to the spread of the COVID-19 virus and the effects of travel restrictions around the world, we have suspended or rescheduled the majority of Lindblad’s expeditions and trips departing March 16, 2020 through May 31, 2021 and have been working with guests to reschedule travel plans and refund payments, as applicable.

We have announced plans to resume ship operations beginning June 2021 with expeditions to Alaska and the Galapagos and are working with local health authorities on plans to operate in additional geographies during the second half of the year. As our ships are currently not in operations, the majority of our fleet is 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.

For those ships that are preparing to resume sailing, we have begun to increase crew levels as needed. In accordance with local regulations, our offices are closed, 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.

We continue to adhere to the comprehensive plan we implemented in March 2020 to mitigate the impact of COVID-19 and preserve and enhance our 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. We have 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 Fleet Operations

We have announced plans to resume operations with vaccinated guests in Alaska and the Galapagos in June 2021 and are working with local health authorities on plans to operate in additional geographies during the second half of the year. We believe there are a variety of strategic advantages that enable us to deploy our ships safely and quickly as travel restrictions are lifted.

The most notable is the size of our 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 our ships should also allow us to efficiently and effectively test our guests and crew prior to boarding.

Additionally, the majority of our expeditions take place in remote locations where human interactions are limited, so there is less opportunity for external influence.

Lastly, our guests are explorers by nature, eager to travel and have historically been very resilient following periods of uncertainty. 

Return to Fleet Operations and COVID-19 Business Update

We resumed ship operations in June 2021 and, as of July 31, 2021, had eight of our nine vessels providing expeditions to guests.

During June 2021, we launched three ships in Alaska and another in the Galapagos and, following the quarter, we resumed operations on the majority of our remaining vessels with additional ships launching in Alaska and the Galapagos, as well as Iceland.

We continue to work with local authorities on plans to operate in additional geographies during the second half of the year.

As the COVID-19 virus effects travel restrictions in various locations around the world, we also continue to work with our guests to reschedule travel plans and refund payments, as applicable, for those expeditions and trips that we are not able to operate due to local restrictions.

We believe there are a variety of strategic advantages that enable us to deploy our ships safely and quickly, while mitigating the risk of COVID-19 as travel restrictions are lifted.

The most notable is the size of our 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 our ships also allows us to efficiently and effectively test our guests and crew prior to boarding.

All ship crew and staff members have been fully vaccinated.

Additionally, the majority of expeditions take place in remote locations where human interactions are limited, so there is less opportunity for external influence.

While our ships were not in operations, the majority of the fleet was being maintained with minimally required crew on-board to ensure they complied with all necessary regulations and could be fully put back into service quickly as needed.

Ahead of launching each ship, crew levels were increased as necessary to prepare each vessel for operations as well as for crew training and vaccinations.

Our offices primarily remain closed, 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.

We continue to adhere to the comprehensive plan we implemented in March 2020 to mitigate the impact of COVID-19 and preserve and enhance our liquidity position. Prior to resuming operations, this plan employed 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.

We also accessed available capital under existing debt facilities and through the issuance of preferred stock.

With the majority of operations resuming, operating costs are ramping back up, but given the continued uncertainty around COVID-19 and given that guest counts have not yet returned to traditional levels, we continue to minimize expenditures as appropriate.

Bookings Trends

We have experienced a substantial impact from the COVID-19 virus including elevated cancellations and softness in near-term demand.

We have experienced a substantial negative impact from the COVID-19 virus including elevated cancellations and softness in near-term demand.

Despite the COVID-19 impact, we still have substantial advanced reservations for future travel.

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We continue to see new bookings for future travel including over $174.0 million since the beginning of 2021 and are receiving significant deposits and final payments for future travel.

For 2021 voyages that have been cancelled or rescheduled, we are offering future travel credits with incremental value or full refunds to our fully paid guests. As of April 24, 2021, the majority of guests have opted for future travel credits.   

For 2021 voyages that have been cancelled or rescheduled, we are offering future travel credits or full refunds to our fully paid guests. As of August 3, 2021, the majority of guests have opted for future travel credits.   

Balance Sheet and Liquidity

As of March 31, 2021, we 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.

As of March 31, 2021, we had a total debt position of $498.4 million and were in compliance with all of our debt covenants.

Following the quarter, in April 2021, we drew down an additional $15.5 million under our second senior secured credit agreement in conjunction with the fourth installment payment on the National Geographic Resolution , scheduled for delivery in the fourth quarter of 2021.  

During the last twelve months, we have taken a variety of steps to strengthen our balance sheet and increase liquidity including:

During April 2020, we drew down $30.6 million under our second export credit agreement in conjunction with our third installment payment on the National Geographic Resolution . 

During May 2020, we amended our $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, we amended our 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, we amended our 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 the term loan facility and certain covenants were amended to be more restrictive.

During August 2020, we 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 our 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, we amended our term loan and revolving credit facilities and borrowed an incremental $85.0 million under the amended term loan facility through the Main Street Expanded Loan Facility program established by the Board of Governors of the Federal Reserve System.

As of June 30, 2021, we had $160.1 million in unrestricted cash and $43.5 million in restricted cash primarily related to deposits on future travel originating from U.S.

ports and credit card reserves.

As of June 30, 2021, we had a total debt position of $514.7 million and were in compliance with all of our debt covenants.

Since the beginning of the COVID-19 pandemic, we have taken a variety of steps to strengthen our balance sheet and increase liquidity including:

In April 2020, we drew down $30.6 million and in April 2021 we drew down $15.5 million under our second export credit agreement in conjunction with our third and fourth installment payments on the National Geographic Resolution . 

In May 2020, we amended our $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.

In June 2020, we amended our export credit agreements to defer 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 June 2021, we further amended our export credit facilities to, among other things, extend the deferral of scheduled amortization payments of the first export credit facility through December 2021 in the aggregate amount of $15.7 million, extend the effective suspension of the total net leverage ratio covenant through March 2022, increase the interest rate for the export credit facilities by 50 basis points and annualize EBITDA used in the covenant calculation through December 31, 2022.

The deferred principal payments will amortize quarterly over three years starting in March 2022.

Certain other covenants continue to be more restrictive during the extended covenant waiver period.

In August 2020, we amended our 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 125 basis points, to be paid-in-kind at maturity, a LIBOR floor of 75 basis points has been added to the term loan facility and certain covenants were amended to be more restrictive.

During April 2021, we further amended our term loan and revolving credit agreement to, among other things, extend the waiver of its total net leverage ratio covenant through March 31, 2022, annualized EBITDA used in our covenant calculation through December 31, 2022 and increase the interest rate spreads of the Term Facility, excluding the Main Street Loan, and the Revolving Facility by 50 basis points, such additional interest to be paid in cash.

Certain other covenants continue to be more restrictive during the extended covenant waiver period.

In August 2020, we 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 our 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.

In December 2020, we amended our term loan and revolving credit facilities and borrowed an incremental $85.0 million under the amended term loan facility 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%, without any LIBOR floor, and matures December 2025 with no early payment restrictions. 

We estimate our 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 we implement plans to resume operations, the monthly cash usage will increase as we incur 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.

We also anticipate a significant increase in guest payments as we receive final payments for upcoming expeditions as well as deposits for new reservations for future travel. 

We have not previously experienced a complete cessation of our operations and, as a consequence, our ability to predict the impact of such cessation on our costs and future prospects is limited.

Given the dynamic nature of this situation, we cannot reasonably estimate the impacts of the COVID-19 pandemic on our 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.

Our estimates for monthly cash usage reflect our current forecast for operating costs, capital expenditures and expected debt and interest payments. Based on the actions we have taken to date, our planned and anticipated actions and our current forecast, we believe that we can meet our obligations for the next 12 months from April 30, 2021, the date of this Quarterly Report on Form 10-Q.

As we continue to ramp up operations, our monthly cash usage will increase as we incur costs in operating expeditions, preparing additional ships for return to service, spending to market and advertise upcoming expeditions and trips and instating remaining furloughed and part-time office staff as needed.

We also anticipate a significant increase in guest payments as we receive final payments for upcoming expeditions as well as deposits for new reservations for future travel.

However, there can be no assurance that cash flows from operations will be available to fund future obligations or that we will not experience delays or cancellations with respect to the resumption of our operations.

Given the dynamic nature of the COVID-19 pandemic, we cannot reasonably estimate the potential impacts the pandemic will have on our 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 restrictions are no longer in place.

Based on our actions taken to date, our planned and anticipated actions and our current forecast, we believe that we can meet our obligations for the next 12 months from August 4, 2021, the date of this Quarterly Report on Form 10-Q.

The discussion and analysis of our results of operations and financial condition are organized as follows :

a description of certain line items and operational and financial metrics we utilize to assist us in managing our business;

results and a comparable discussion of our consolidated and segment results of operations for the three months ended March 31, 2021 and 2020;

results and a comparable discussion of our consolidated and segment results of operations for the three and six months ended June 30, 2021 and 2020;

a discussion of our liquidity and capital resources, including future capital and contractual commitments and potential funding sources;

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Guest ticket revenues recognized from the sale of guest tickets;

Other tour revenues from the sale of pre- or post-expedition excursions, hotel accommodations, air transportation to and from the ships, goods and services rendered onboard that are not included in guest ticket prices, trip insurance, and cancellation fees.

Other tour revenues from the sale of pre- or post-expedition excursions, hotel accommodations, air transportation to and from the ships and excursions, goods and services rendered onboard that are not included in guest ticket prices, trip insurance, and cancellation fees.

Cost of tours

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Traditionally, our Lindblad brand tour revenues from the sale of guest tickets are mildly seasonal, historically larger in the first and third quarters.

The seasonality of our operating results fluctuates due to our vessels being taken out of service for scheduled maintenance or drydocking, which is typically during nonpeak demand periods, in the second and fourth quarters. Our drydock schedules are subject to cost and timing differences from year to year due to the availability of shipyards for certain work, drydock locations based on ship itineraries, operating conditions experienced especially in the polar regions and the applicable regulations of class societies in the maritime industry, which require more extensive reviews periodically. Drydocking impacts operating results by reducing tour revenues and increasing cost of tours.

of class societies in the maritime industry, which require more extensive reviews periodically. Drydocking impacts operating results by reducing tour revenues and increasing cost of tours.

Natural Habitat, DuVine and Off the Beaten Path are seasonal businesses, with the majority of Natural Habitat’s tour revenue recorded in the third and fourth quarters from its summer season departures and polar bear tours, while the majority of Off the Beaten Path and DuVine’s revenues are recorded during the second and third quarters from their summer season tours and cycling adventures.

Results of Operations - Consolidated

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

(In thousands)

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Depreciation and amortization

Operating (loss) income

Operating loss

Undistributed loss per share available to stockholders:

Comparison of the Three Months Ended March 31, 2021 to Three Months Ended March 31, 2020 - Consolidated

Comparison of the Three and Six Months Ended June 30, 2021 to Three and Six Months Ended June 30, 2020 - Consolidated

Tour Revenues

Tour revenues for the three months ended March 31, 2021 decreased $79.5 million, or 98%, to $1.8 million compared to $81.2 million for the three months ended March 31, 2020.

The Lindblad segment tour revenues decreased by $69.1 million and the Land Experiences segment decreased $10.4 million, primarily as a result of rescheduling nearly all expeditions and trips due to COVID-19 during the first quarter 2021. 

Tour revenues for the three months ended June 30, 2021 increased $15.5 million to $15.3 million for the three months ended June 30, 2021.

The Lindblad segment tour revenues increased by $6.7 million, and the Land Experiences segment increased $8.8 million, primarily as a result of restarting certain expeditions and trips during the second quarter of 2021 and the inclusion of the operations of Off the Beaten Path and DuVine, which were acquired during the first quarter of 2021. 

Tour revenues for the six months ended June 30, 2021 decreased $63.9 million to $17.0 million, compared to $81.0 million for the six months ended June 30, 2020.

The Lindblad segment tour revenues decreased by $62.4 million, primarily as a result of cancelled, disrupted and rescheduled expeditions due to COVID-19 during 2020.

At the Land Experiences segment, tour revenues decreased $1.6 million over the prior year period, primarily related to cancelled, disrupted and rescheduled trips due to COVID-19, partially offset by the inclusion of the operations of Off the Beaten Path and DuVine, which were acquired during the first quarter of 2021.

Cost of Tours

Total cost of tours for the three months ended March 31, 2021 decreased $33.9 million, or 80%, to $8.3 million compared to $42.2 million for the three months ended March 31, 2020.

At the Lindblad segment, cost of tours decreased $27.9 million, due to rescheduled expeditions due to COVID-19, partially offset by costs incurred while ships are laid up.

At the Land Experiences segment, cost of tours decreased $6.0 million, due to rescheduled trips directly related to COVID-19 during the first quarter 2021.

Total cost of tours for the three months ended June 30, 2021 increased $6.7 million, or 52%, to $19.4 million compared to $12.7 million for the three months ended June 30, 2020.

At the Lindblad segment, cost of tours increased $2.7 million, due to the restart of certain expeditions during June 2021.

At the Land Experiences segment, cost of tours increased $4.0 million, due to operating additional trips during the second quarter of 2021 and the inclusion of the operations of Off the Beaten Path and DuVine, which were acquired during the first quarter of 2021.

Total cost of tours for the six months ended June 30, 2021 decreased $27.2 million, or 50%, to $27.7 million, compared to $54.9 million for the six months ended June 30, 2020.

At the Lindblad segment, cost of tours decreased $25.3 million, primarily related to cancelled, disrupted and rescheduled expeditions due to COVID-19, partially offset by costs associated with the addition of the National Geographic Endurance to our fleet in March 2020.

At the Land Experiences segment, cost of tours decreased $2.0 million, primarily due to cancelled, disrupted and rescheduled trips due to COVID-19, partially offset by the inclusion of the operations of Off the Beaten Path and DuVine, which were acquired during the first quarter of 2021.

General and Administrative

General and administrative expenses for the three months ended March 31, 2021 decreased $3.4 million, or 20%, to $13.8 million compared to $17.2 million for the three months ended March 31, 2020.

At the Lindblad segment, general and administrative expenses decreased $3.0 million from the prior year period due to decreased personnel costs and credit card commissions, partially offset by higher stock-based compensation expense.

At the Land Experiences segment, general and administrative expenses decreased $0.4 million, primarily due to a decrease in personnel costs.

General and administrative expenses for the three months ended June 30, 2021 increased $5.5 million, or 56%, to $15.3 million compared to $9.8 million for the three months ended June 30, 2020.

At the Lindblad segment, general and administrative expenses increased $3.0 million from the prior year period primarily due to increased credit card commissions due to the strong booking environment, higher personnel costs associated with restarting operations and increased stock-based compensation expense.

At the Land Experiences segment, general and administrative expenses increased $2.3 million, primarily due to increased personnel costs related to operating additional trips and the inclusion of the operations of Off the Beaten Path and DuVine which were acquired during the first quarter of 2021. 

General and administrative expenses for the six months ended June 30, 2021 increased $2.1 million, or 8%, to $29.1 million compared to $27.0 million for the six months ended June 30, 2020.

At the Lindblad segment, general and administrative expenses were flat compared to prior year.

At the Land Experiences segment, general and administrative expenses increased $1.9 million, primarily due to the inclusion of the operations of Off the Beaten Path and DuVine which were acquired during the first quarter of 2021.

Selling and Marketing

Selling and marketing expenses for the three months ended March 31, 2021 decreased $10.4 million, or 81%, to $2.5 million compared to $12.9 million for the three months ended March 31, 2020.

At the Lindblad segment, selling and marketing expenses decreased $10.3 million, primarily due to lower commission expenses related to the impact of the COVID-19 on revenue.

At the Land Experiences segment, selling and marketing expenses decreased $0.1 million.

Selling and marketing expenses for the three months ended June 30, 2021 increased $1.6 million, or 46%, to $5.0 million, compared to $3.4 million for the three months ended June 30, 2020.

At the Lindblad segment, selling and marketing expenses increased $0.4 million as increased advertising spend was partially offset by lower commissions.

At the Land Experiences segment, selling and marketing expenses increased $1.2 million, primarily due to increased marketing spend related to the operating additional trips, and the inclusion of the operations of Off the Beaten Path and DuVine which were acquired during the first quarter of 2021.

Selling and marketing expenses for the six months ended June 30, 2021 decreased $8.8 million, or 54%, to $7.5 million, compared to $16.3 million for the six months ended June 30, 2020.

At the Lindblad segment, selling and marketing expenses decreased $9.9 million, primarily due to lower commission expenses related to the impact of COVID-19 on revenue.

At the Land Experiences segment, selling and marketing expenses increased $1.1 million, primarily due to increased advertising related to operating additional trips, and the inclusion of the operations of Off the Beaten Path and DuVine which were acquired during the first quarter of 2021.

Depreciation and Amortization

Depreciation and amortization expenses for the three months ended March 31, 2021 increased $1.6 million, or 23%, to $8.2 million, compared to $6.7 million for the three months ended March 31, 2020, primarily due to the addition of the National Geographic Endurance to the fleet in March 2020.

Depreciation and amortization expenses for the three months ended June 30, 2021 decreased $0.3 million, or 4%, to $8.2 million, compared to $8.6 million for the three months ended June 30, 2020.

Depreciation and amortization expenses for the six months ended June 30, 2021 increased $1.2 million, or 8%, to $16.5 million, compared to $15.2 million for the six months ended June 30, 2020, primarily due to a full six months of depreciation of the National Geographic Endurance  which was added to the fleet in March 2020.

Other Expense

Other expenses for the three months ended March 31, 2021, decreased $1.0 million to $5.6 million from $6.6 million for the three months ended March 31, 2020, primarily due to the following:

A $0.1 million gain in foreign currency translation in 2021 compared to a loss of $3.4 million in 2020 due to the strengthening of the U.S dollar primarily in relation to the Canadian dollar.

A $2.6 million increase in interest expense, net to $5.7 million in 2021, primarily due to increased borrowings under our term loan facility as part of the Main Street Lending Program, the drawdown of our revolving credit facility and the additional drawdowns under our export credit agreements related to our new builds, the National Geographic Endurance  and the National Geographic Resolution , as well as higher rates on our term loan facility and revolving credit facility. 

Other expenses for the three months ended June 30, 2021, decreased $2.6 million to $5.5 million from $8.1 million for the three months ended June 30, 2020, primarily due to the following:

A $0.2 million gain in foreign currency translation in 2021, compared to a loss of $3.9 million in 2020 which was due primarily to $5.3 million loss on the maturity of a foreign currency hedge related to the installment payment for the 

National Geographic Resolution in 2020.

A $1.5 million increase in interest expense, net to $5.7 million in 2021, primarily due to increased borrowings under our term loan facility as part of the Main Street Lending Program, and the additional drawdowns under our export credit agreements related to the National Geographic Resolution , as well as higher rates on our term loan and revolving credit facilities. 

Other expenses, for the six months ended June 30, 2021, decreased $3.6 million to $11.1 million from $14.7 million for the six months ended June 30, 2020, primarily due to the following:

A $0.3 million gain in foreign currency translation in 2021, compared to a $7.3 million loss in foreign currency translation in 2020 which was primarily due to a loss of $5.3 million on the maturity of a foreign currency hedge related to the installment payment for the National Geographic Resolution in 2020.

A $4.1 million increase in interest expense, net to $11.4 million in 2021, primarily due to increased borrowings under our term loan facility as part of the Main Street Lending Program, the drawdown of our revolving credit facility and the additional drawdowns under our export credit agreements related to our new builds, the National Geographic Endurance  and the National Geographic Resolution , as well as higher rates on our term loan and revolving credit facilities. 

Results of Operations –

Selected information for our segments is below.

Selected information for our reportable segments is below.

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.

For the three months ended March 31,

For the three months ended

For the six months ended

(In thousands)

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Land Experiences

Total operating (loss) income

Total operating loss

Adjusted EBITDA:

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Lindblad Segment

The following table sets forth our Available Guest Nights, Guest Nights Sold, Occupancy, Maximum Guests, Number of Guests and Voyages for the three months ended March 31, 2021 and 2020:

For the three months ended March 31,

The following table sets forth our Available Guest Nights, Guest Nights Sold, Occupancy, Maximum Guests, Number of Guests and Voyages for the three and six months ended June 30, 2021 and 2020:

For the three months ended June 30,

For the six months ended June 30,

Available Guest Nights

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Number of Guests

The following table shows the calculations of Gross Yield and Net Yield for the three months ended March 31, 2021 and 2020.

The following table shows the calculations of Gross Yield and Net Yield for the three and six months ended June 30, 2021 and 2020.

Gross Yield is calculated by dividing Tour Revenues by Available Guest Nights and Net Yield is calculated by dividing Net Revenue by Available Guest Nights:

Calculation of Gross Yield per Available Guest Night and Net Yield per Available Guest Night

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

(In thousands, except for Available Guest Nights, Gross and Net Yield per Available Guest Night)

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The following table reconciles operating income to our Net Yield Guest Metric for the Lindblad Segment:

For the three months ended

For the three months ended June 30,

For the six months ended June 30,

(In thousands)

Operating (loss) income

Operating loss

Cost of tours

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Other tour expenses

The following table shows the calculations of Gross Cruise Cost per Available Guest Night and Net Cruise Costs per Available Guest Night for the three months ended March 31, 2021 and 2020:

The following table shows the calculations of Gross Cruise Cost and Net Cruise Costs for the three and six months ended June 30, 2021 and 2020:

Calculation of Gross Cruise Cost and Net Cruise Cost

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

(In thousands, except for Available Guest Nights, Gross and Net Cruise Cost per Avail.

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Adjusted Net Cruise Cost

Available Guest Nights

Gross Cruise Cost per Available Guest Night

Net Cruise Cost per Available Guest Night

Net Cruise Cost Excluding Fuel per Available Guest Night

Adjusted Net Cruise Cost Excluding Fuel per Available Guest Night

Adjusted Net Cruise Cost per Available Guest Night

Comparison of Three Months Ended March 31, 2021 to Three Months Ended March 31, 2020 at the Lindblad Segment

Comparison of Three and Six Months Ended June 30, 2021 to Three and Six Months Ended June 30, 2020 at the Lindblad Segment

Tour Revenues

Tour revenues for the three months ended March 31, 2021 decreased $69.1 million, or 99%, to $0.5 million compared to $69.5 million for the three months ended March 31, 2020.

The decrease was a result of rescheduling all expeditions in the first quarter of 2021 due to COVID-19.

Operating Income

Operating income decreased $29.5 million to loss of $27.3 million for the three months ended March 31, 2021 compared to operating income of $2.2 million for the three months ended March 31, 2020. The decrease was a result of rescheduling all expeditions in the first quarter of 2021 due to COVID-19.

Tour revenues for the three months ended June 30, 2021 increased $6.7 million to $6.7 million.

The increase was a result of restarting certain expeditions during the second quarter of 2021 compared with cancelling, disrupting and rescheduling all expeditions due to COVID-19 during the second quarter of 2020.

Tour revenues for the six months ended June 30, 2021 decreased $62.4 million to $7.2 million, compared to $69.5 million for the six months ended June 30, 2020.

The decrease was primarily driven by additional cancelled, disrupted and rescheduled expeditions due to COVID-19 during 2021.

Operating Loss

Operating loss decreased $0.6 million to loss of $31.0 million for the three months ended June 30, 2021 compared to operating loss of $31.6 million for the three months ended June 30, 2020. The decrease was a result of restarting certain expeditions during the second quarter of 2021 compared with cancelling, disrupting and rescheduling all expeditions due to COVID-19 during the second quarter of 2020.

Operating loss increased $28.8 million to a loss of $58.3 million for the six months ended June 30, 2021, compared to a loss of $29.5 million for the six months ended June 30, 2020.

The increase was primarily driven by lower revenue from cancelled, disrupted and rescheduled voyages due to COVID-19 and costs associated with adding the National Geographic Endurance to the fleet in March 2020.

Results of Operations –

Land Experiences Segment

Comparison of Three Months Ended March 31, 2021 to Three Months Ended March 31, 2020

Comparison of Three and Six Months Ended June 30, 2021 to Three and Six Months Ended June 30, 2020

Tour Revenues

Tour revenues for the three months ended March 31, 2021 decreased $10.4 million, or 89%, to $1.3 million compared to $11.7 million for the three months ended March 31, 2020, as a result of cancelled and rescheduled trips in the first quarter 2021 due to COVID-19. 

Operating Income

An operating loss of $3.8 million was incurred for the three months ended March 31, 2021, compared to operating income of $0.1 million for the three months ended March 31, 2020.

The decrease was primarily a result of cancelled and rescheduled expeditions in the first quarter 2021 due to COVID-19.

Tour revenues for the three months ended June 30, 2021 increased $8.8 million to $8.6 million, primarily as a result of operating additional trips during the second quarter 2021 and the inclusion of the operations of Off the Beaten Path and DuVine, which were acquired during the first quarter of 2021. 

Tour revenues for the six months ended June 30, 2021 decreased $1.6 million to $9.9 million compared to $11.5 million for the six months ended June 30, 2020, due primarily to cancelled, disrupted and rescheduled expeditions due to COVID-19, partially offset by the inclusion of the operations of Off the Beaten Path and DuVine, which were acquired during the first quarter of 2021.

Operating Loss

An operating loss of $1.5 million was incurred for the three months ended June 30, 2021, compared to operating loss of $3.1 million for the three months ended June 30, 2020.

The lower operating loss was primarily a result of operating additional trips during the second quarter of 2021.

The second quarter of 2021 also included the operations of Off the Beaten Path and DuVine which were acquired during the first quarter of 2021.

Operating loss for the six months ended June 30, 2021 increased $2.3 million to a loss of $5.3 million compared to a loss of $3.0 million for the six months ended June 30, 2020.

The increase was primarily a result of cancelled, disrupted and rescheduled expeditions due to COVID-19. The second quarter of 2021 also included the operations of Off the Beaten Path and DuVine which were acquired during the first quarter of 2021.

Adjusted EBITDA –

The following table outlines the reconciliation to net income (loss) and calculation of consolidated Adjusted EBITDA for the three months ended March 31, 2021 and 2020.

The following table outlines the reconciliation to net income (loss) and calculation of consolidated Adjusted EBITDA for the three and six months ended June 30, 2021 and 2020.

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

(In thousands)

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Adjusted EBITDA

The following tables outline the reconciliation for each segment from operating income to Adjusted EBITDA for the three months ended March 31, 2021 and 2020.

The following tables outline the reconciliation for each reportable segment from operating income to Adjusted EBITDA for the three and six months ended June 30, 2021 and 2020.

Lindblad Segment

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

(In thousands)

Operating (loss) income

Operating loss

Depreciation and amortization

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Land Experiences Segment

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

(In thousands)

Operating (loss) income

Operating loss

Depreciation and amortization

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Liquidity and Capital Resources

Due to the spread of the COVID-19 virus and the effects of travel restrictions around the world, we suspended or rescheduled the majority of expeditions and fleet operations departing March 16, 2020 through May 31, 2021 and have been working with guests to reschedule travel plans and refund payments, as applicable. Although our Land Experiences segment has operated limited tours during the first quarter 2021 and we are planning to resume ship operations beginning June 2021 with expeditions to Alaska and the Galapagos, the COVID-19 pandemic has already had a material negative impact on our operations and financial results and we expect the evolving pandemic to have ongoing material negative effects on operations, financial results and liquidity.

Due to the spread of the COVID-19 virus and the effects of travel restrictions around the world, we suspended or rescheduled the majority of expeditions and fleet operations departing after March 16, 2020 and have been working with guests to reschedule travel plans and refund payments, as applicable. Our Land Experiences segment has operated limited tours during the first six months of 2021 and our Lindblad segment partially resumed expeditions during June 2021, with expeditions to Alaska and the Galapagos and, following the quarter, we resumed operations on the majority of our remaining vessels with additional ships launching in Alaska and the Galapagos, as well as Iceland.

The COVID-19 pandemic has already had a material negative impact on our operations and financial results and we expect the evolving pandemic to have ongoing material negative effects on operations, financial results and liquidity as various geographical locations around the world continue to be significantly impacted by COVID-19 and have travel restrictions.

It is unknown when travel restrictions and various border closures will be completely lifted and what the demand for expedition travel will be once these restrictions are no longer in place.

As of March 31, 2021, we had approximately $498.4 million in long-term debt obligations, including the current portion of long-term debt.

We believe that our cash on hand, our Second Export Credit Agreement and expected future operating cash inflows will be sufficient to fund operations, debt service requirements, and necessary capital expenditures assuming that our operations resume on the timeline we currently expect.

However, there can be no assurance that cash flows from operations will be available to fund future obligations or that we will not experience delays with respect to the resumption of our operations.

We estimate our 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 we implement 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.

We also anticipate a significant increase in guest payments as we receive final payments for upcoming expeditions as well as deposits for new reservations for future travel. 

Sources and Uses of Cash for the Three Months Ended March 31, 2021 and 2020

Net cash used in operating activities was $6.9 million in 2021 compared to net cash provided by operating activities of $15.4 million in 2020, due to the rescheduling of operations due to the COVID-19 pandemic.

As of June 30, 2021, we had approximately $514.7 million in long-term debt obligations, including the current portion of long-term debt.

We believe that our cash on hand, our Second Export Credit Agreement and expected future operating cash inflows will be sufficient to fund operations, debt service requirements and necessary capital expenditures, assuming that our operations resume on the timeline we currently expect. 

As we continue to ramp up operations, our monthly cash usage will increase as we incur costs in operating expeditions, preparing additional ships for return to service, spending to market and advertise upcoming expeditions and trips and instating remaining furloughed and part-time office staff as needed.

We also anticipate a significant increase in guest payments as we receive final payments for upcoming expeditions as well as deposits for new reservations for future travel. However, there can be no assurance that cash flows from operations will be available to fund future obligations or that we will not experience delays or cancellations with respect to the resumption of our operations.

Sources and Uses of Cash for the Six Months Ended June 30, 2021 and 2020

Net cash provided by operating activities was $21.8 million in 2021 compared to net cash used in operating activities of $36.8 million in 2020.

The $58.6 million increase is primarily due to cash received from guests for deposits on upcoming expeditions and trips partially offset by costs of operations.

Net cash used in investing activities was $32.4 million in 2021 compared to $152.0 million in 2020.

The $106.1 million decrease was primarily due to payments for the completion of the National Geographic Endurance  during the first quarter 2020, partially offset by the net cash used for the acquisitions of Off the Beaten Path and DuVine during 2021.  

Net cash used in financing activities was $0.5 million in 2021 compared to net cash provided by financing activities of $151.9 million in 2020.

The $152.4 million decrease in cash provided by financing activities was primarily due to borrowing $107.7 million under the senior secured credit agreement for the final contracted payment of the National Geographic Endurance and a $45.0 million drawdown of our revolving credit facility during the first quarter 2020.

The $119.6 million decrease was primarily due to payments for the completion of the National Geographic Endurance  during the first quarter 2020, partially offset mainly by costs associated with building the 

National Geographic Resolution  and the net cash used for the acquisitions of Off the Beaten Path and DuVine during 2021. 

Net cash provided by financing activities was $9.6 million in 2021 compared to $181.8 million in 2020.

The $172.3 million decrease is primarily due to the borrowing $107.7 million under the senior secured credit agreement for the final contracted payment of the National Geographic Endurance and a $45.0 million drawdown of our revolving credit facility during the first quarter 2020, partially offset by the borrowing of $15.5 million under the senior secured credit agreement for a contracted payment of the National Geographic Resolution .

Funding Sources

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In March 2020, we drew $45.0 million on our Revolving Facility, which matures in March 2023.

The Amended Credit Agreement was amended in August 2020 to waive the application of the total net leverage ratio covenant through June 2021 and in December 2020 to provide for the borrowing of a new tranche of incremental term loans under the Amended Credit Agreement in an amount of $85.0 million, maturing December 2025, made under the Main Street Expanded Loan Facility (the “Main Street Loan”).

In connection with the amendments, the interest rate of the Term Facility was increased 125 basis points, to be paid-in-kind at maturity, a LIBOR minimum of 0.75% was added to the Term Facility and certain covenants were amended to be more restrictive.

The Term Facility (excluding the Main Street Loan), as amended as of March 31, 2021, bears interest at an adjusted Intercontinental Exchange (“ICE”) Benchmark administration LIBOR, with a minimum of 0.75%, plus a spread of 4.75%, for an aggregated rate of 5.50% as of March 31, 2021, and the Revolving Facility bears interest at an adjusted ICE Benchmark administration LIBOR plus a spread of 3.00%, for an aggregated rate of 3.12% as of March 31, 2021.

The Main Street Loan bears interest at a rate per annum of an adjusted ICE Benchmark administration LIBOR for an interest period of 3-months plus 3.00%, for an aggregated rate of 3.20% as of March 31, 2021.

The Amended Credit Agreement was amended in August 2020 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 Facility was increased 125 basis points, to be paid-in-kind at maturity, a LIBOR minimum of 0.75% was added to the Term Facility and certain covenants were amended to be more restrictive.

During April 2021, we further amended our Amended Credit Agreement that, among other things, extends the waiver of the total net leverage ratio covenant through March 31, 2022, annualized EBITDA used in the covenant calculation through December 31, 2022 and increases the interest rate spreads of the Term Facility, excluding the Main Street Loan, and the Revolving Facility by 50 basis points.

Certain other covenants under the Amended Credit Agreement continue to be more restrictive during the extended covenant waiver period.

In December 2020, we amended the Amended Credit Agreement to provide for the borrowing of a new tranche of incremental term loans under the Amended Credit Agreement in an amount of $85.0 million, maturing December 2025, made under the Main Street Expanded Loan Facility (the “Main Street Loan”).

Interest on the Main Street Loan shall be paid-in-kind for the first year and the principal shall amortize at a rate of 15% in each of the third and fourth years, with the remaining amounts to be paid at maturity.

The Term Facility (excluding the Main Street Loan), as amended as of June 30, 2021, bears interest at an adjusted Intercontinental Exchange (“ICE”) Benchmark administration LIBOR, with a minimum of 0.75%, plus a spread of 5.25%, for an aggregated rate of 6.00% as of June 30, 2021, and the Revolving Facility bears interest at an adjusted ICE Benchmark administration LIBOR plus a spread of 3.50%, for an aggregated rate of 3.60% as of June 30, 2021.

In 2018, we entered into interest rate cap agreements to hedge our exposure to interest rate movements and manage our interest rate expense related to the Term Facility.

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During March 2020, we borrowed the $107.7 million under the Export Credit Agreement for the final contracted payment of the National Geographic Endurance .

The Export Credit Agreement bears interest at a floating interest rate equal to three-month LIBOR plus a margin of 3.00% per annum, or 3.18% as of March 31, 2021, with interest and principal payments due every 90 days from borrowing date, with final principal due January 2032.

The Export Credit Agreement, as amended, bears interest at a floating interest rate equal to three-month LIBOR plus a spread of 3.50% per annum, or 3.62% over the borrowing period covering June 30, 2021, with interest and principal payments due every 90 days from borrowing date, with final principal due January 2032.

Our senior secured credit agreement (the “Second Export Credit Agreement”) makes available to us a loan in an aggregate principal amount not to exceed $122.8 million for the purpose of providing pre- and post- delivery financing for up to 80% of the purchase price of the National Geographic Resolution , scheduled to be delivered in the fourth quarter of 2021.

The Second Export Credit Agreement bears a variable interest rate equal to three-month LIBOR plus a margin of 3.00% per annum, or 3.19% as of March 31, 2021.

The Second Export Credit Agreement, as amended, bears a variable interest rate equal to three-month LIBOR plus a spread of 3.50% per annum, or 3.62% over the borrowing period covering June 30, 2021.

After completion of the vessel, the Second Export Credit Agreement, at our option, will bear an interest rate of either a fixed rate of 6.36% or a variable rate equal to three-month LIBOR plus a margin of 3.00% per annum.

In September 2019, April 2020 and April 2021, we drew approximately $30.5 million, $30.6 million and $15.5 million, respectively, against the Second Export Credit Agreement for contracted installment payments on the National Geographic Resolution .

The final 30% is due upon delivery and acceptance of the vessel. 

During 2019, we entered into foreign exchange forward contracts, designated as cash flow hedges, to hedge our exposure to the Norwegian kroner (“NOK”), related to our installment payments under the contract to purchase the National Geographic Resolution .

The Amended Credit Agreement, the Export Credit Agreement and the Second Export Credit Agreement contain financial and restrictive covenants, which were amended in June 2020.

As March 31, 2021, the total net leverage ratio covenants of our credit agreements have been waived through June 2021.

We were in compliance with our covenants in effect as of March 31, 2021.

The final 30% is due upon delivery and acceptance of the vessel. During 2019, we entered into foreign exchange forward contracts, designated as cash flow hedges, to hedge our exposure to the Norwegian kroner (“NOK”), related to our installment payments under the contract to purchase the National Geographic Resolution .

In June 2020, we amended our export credit agreements to defer scheduled amortization payments from June 2020 to March 2021 and suspend the total net leverage ratio covenant through June 2021.

During June 2021, we further amended our export credit agreements to, among other things, extend the deferral of scheduled amortization payments of the first export credit agreement through December 2021 in the aggregate amount of $15.7 million, extend the waiver of the total leverage ratio covenant through March 31, 2022, increase interest rate spreads of the export credit agreements by 50 basis points and annualize EBITDA used in the covenant calculation through December 31, 2022.

The deferred principal payments will amortize quarterly over three years starting March 2022.

Certain other covenants continue to be more restrictive during the extended covenant waiver period.

We were in compliance with our covenants in effect as of June 30, 2021.

Preferred Stock

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The cash received as advanced receipts can be used to fund operating expenses for the applicable future expeditions or otherwise, pay down credit facilities, make long-term investments or any other use of cash.

While traditionally we run a working capital deficit, as of March 31, 2021 and December 31, 2020, we had working capital of $30.2 million and $73.4 million, respectively.

As of March 31, 2021 and December 31, 2020, we had $163.9 million and $187.5 million, respectively, in cash and cash equivalents, excluding restricted cash.

While traditionally we run a working capital deficit due primarily to a large balance of unearned passenger revenues, as of June 30, 2021 and December 31, 2020, we had a working capital deficit of $2.5 million and working capital of $73.4 million, respectively.

At December 31, 2020, the working capital balance was a result of lower unearned passenger revenues while we were not operating and higher cash balances driven by the debt borrowings and a preferred share offering during the year.

As of June 30, 2021 and December 31, 2020, we had $160.1 million and $187.5 million, respectively, in cash and cash equivalents, excluding restricted cash.

Our Board of Directors approved a stock and warrant repurchase plan (“Repurchase Plan”) in November 2015 and increased the repurchase plan to $35.0 million in November 2016.

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All repurchases were made using cash resources.

The balance for the Repurchase Plan was $12.0 million as of March 31, 2021. 

The balance for the Repurchase Plan was $12.0 million as of June 30, 2021. 

In February 2019, we entered into an agreement with Ulstein Verft to construct a polar ice-class vessel, the National Geographic Resolution , a sister ship of the National Geographic Endurance , with a total purchase price of 1,291.0 million NOK, which was amended in December 2019 to (i) provide a $4 million loan to the builder, to be repaid at 112% of the principle balance on maturity in December 2023, and (ii) an expedited delivery incentive that, if the National Geographic Resolution is delivered early, as determined by the expedited delivery schedule per the agreement, that all or a portion of the of the loan will be considered as a delivery bonus and forgiven.

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The vessel is scheduled to be delivered in the fourth quarter of 2021.

The new-build process exposes us to certain risks typically associated with new ship construction which we manage through detailed planning and close monitoring by our internal marine team. In September 2019, April 2020, and April 2021, we drew approximately $30.5 million, $30.6 million and $15.5 million, respectively, against the Second Export Credit Agreement for contracted installment payments on the National Geographic Resolution .

The new-build process exposes us to certain risks typically associated

with new ship construction which we manage through detailed planning and close monitoring by our internal marine team. In September 2019, April 2020, and April 2021, we drew approximately $30.5 million, $30.6 million and $15.5 million, respectively, against the Second Export Credit Agreement for contracted installment payments on the National Geographic Resolution .

The final 30% is due upon delivery and acceptance of the vessel.

The remaining purchase price will be funded through a combination of available cash, borrowing under our Second Export Credit Agreement and our Revolving Facility and excess cash flows generated by our existing operations.

The additional borrowings under the Second Export Credit Agreement and amendments of the Export Credit Agreement created material changes in our future obligations from those reported in our 2020 Annual Report.

The changed or amended obligations as of June 30, 2021 are as follows:

Payments due by period

(In thousands)

Financing Activities:

Export Credit Agreement (a)

Second Export Credit Agreement (b)

The June 2021 amendment to the Export Credit Agreement deferred principal amortization payments through December 31, 2021, as described above.

The balance and future obligations reflect the April 2021 $15.5 million additional borrowing under the Second Export Credit Agreement for contracted installment payment on the National Geographic Resolution .

Off-Balance Sheet Arrangements

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements