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I think you're right, MNK3240. I will plan on it.
yw, cbrad!
Great comment/question VentureCap! Yeah, it would be nice to see those get rolled up to C series.
I do like the sequence of the progress toward the DA into the start of Q4. Everything takes time, and the way these changes are progressing is right on target with what I'd expect needs to happen: The A/S increase, the dividend that was promised way, way back, what I believe is the 10M Series A shares buyback... and Q4 starting next week.
And I definitely agree - for me - I'm buying the panic! Everyone else should just make their own decisions.
You're welcome, Craven. Just looking forward now.
No problem, happy to share.
Lol, that's right. Looks like there is some new "expectation" that we must see a new LOI. That's laughable. The LOI gave the general framework of the deal, the Definitive Agreement is what gives the specifics.
First, the changes in the SS, specifically the increase in A/S and the shares issued for the 10M Series A buyback (330M restricted shares issued this week) were certainly a known requirement at the time of the LOI, as it was clearly necessary in order to sell the 10M Series A control block to CLX as described in the LOI.
Second, the changes in the SS, specifically the increase in A/S and the shares issued for the 10M Series A buyback (330M restricted shares issued this week) are what ENABLE the deal to be executed. And now with this progress shown to the public, we can have much greater confidence of this deal coming together imminently!
With the recent events -> A/S increase -> Dividend and Tender Offer -> Issuance of 330M Restricted Shares for Series A buyback... we are very close now to seeing that DA. And Q4 is next week!!
So there is no need for some new fake expectation for a new/revised LOI here. Anyone can buy shares at the ASK to get their tickets for the ride.
Okay, I've concluded that it's most likely a smallish fund that decided to take profits on a $1 million position - or at least a large enough position to catalyze a minor selloff just after the open yesterday when about $1 million volume sold down about 12%. That, combined with the current market skittishness held the price roughly in that same range all day while the Dow meandered north and sideways - a buying op. So I took advantage of it.
Looking for good results around 11/5 for the upcoming earnings report, just after Halloween! Starting to drool a little bit, lol. I'm thinking insiders are also looking forward to great things forthcoming.
https://finviz.com/quote.ashx?t=prty
Yeah, me too. Check this out if you haven't already. In reply to cbrad, earlier:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=158513288
cbrad, you seem to be one looking for straight answers. We cannot know without a doubt unless/until disclosed, and this may be one of many things holding up the complete financial report that is past due, including subsequent events. One subsequent event being the new issuance of 329,998,018 shares to...
Alright, so here's the most likely scenario, and I know there are others who will read this, who already know/believe the same, but knowledge is power/money and you will not find many with real insight (their own hard-fought/learned DD) willing to share when they can use the info to their own benefit.
Go back to December 16, 2019 when the company tweeted on the then-live @PASHealth twitter account. The tweet stated:
Now look at the price history to see the closing prices around that date (below).
https://www.barchart.com/stocks/quotes/PASO/price-history/historical
(you need at least a free account registration to go prior to 90 days recent history)
Dec 16 was a Monday, so an agreement for "buying back"/cancelling the 10M Preferred Series A shares may have been based on the closing price on the previous day (Friday) or possibly the average of closing prices over the 3 days prior, or something like that. We don't know the specifics, but it was likely (imho) to be something "like" this, as this is an acceptable and often-used method. So let's say the price per share was , however determined, was .0150. This is "reasonable" to use as a guesstimate, as based on the stock price at that time. So...
10M Preferred Series A shares convert at a ratio of 1 to 100 into Common shares, giving 1B shares. 1B shares at a price of $0.0145 per share = $14.5M (0.0145 is the average of the closing prices on the 3 days prior to Dec 16, 2019). So each of Linzalone and Weitzberg may have agreed to sell the shares to the company at $7.25M each (each holding 5,000,000 Preferred Series A "control" shares). Now, the question is, how/when does the company come up with that kind of money in order to close on that part of the deal, which is also likely to be tied to the "general" reverse merger plan. Not likely Linzalone and Weitzberg would execute the transaction without money in pocket and the deal sealed or, if done before the deal sealed, reversible if it is not consummated (final merger executed). BUT - in order to lock up this agreement to be able to proceed with other related agreements - before the could ever get to an LOI with the merger candidate - this agreement for total DOLLAR AMOUNT had to be agreed. NOW - it's also understandable how these 2 guys, founders and original architects of the original business bought and deposited the original PASHealth technology with Patient Acccess Solutions, would want a bigger upside potential with the view of what was to come (with a reverse merger involving SiriusIQ and UST Global to market a major healthcare industry data handling framework like what has been described as the IT backbone for HealthyAmerica™. So the agreement likely included a conversion of the agreed dollar DOLLAR AMOUNT (based on the common shares market price back in Dec 2019 at the time of the agreement) into shares of the company for holding post-merger in order to see substantial upside.
So... now you take the (my above rough guess based on factual historical market price and timing of the announcement of retirement of the 10M Series A shares) $14.5M and apply that to the timing of the 329,998,018 addition to the O/S - - here we go...
On 9/16/2020, the company issued a press release:
globenewswire.com/news-release/2020/09/16/2094782/0/en/Patient-Access-Solutions-Important-Shareholder-Notice-A-Dividend-Inclusion-and-Disbursement-Clarification.html
In this press release, the company stated that, as of 9/11/2020, the O/S was 749,993,098 shares.
On 9/22/2020, the OTC Markets Securities info page for PASO was updated, showing that the O/S is now 1,082,491,116 shares, reflecting an addition of 329,998,018 shares to the O/S since 9/11/2020 (just a week prior). Now let's say management had achieved certain requirements and/or stipulations and on Monday an agreement was reached to execute the prior agreement (December 16, 2019) to convert the $14.5M "value" of the Series A shares back to Common shares based on the closing price on Monday plus the prior 2 days. If you take the 3 days closing prices and average them (9/17, 9/18 and 9/21), you get .0462. Dividing 0.0462 into $14.5M gives 313,852,814 shares.
This number is real damn close the ~330M that were just issued into the O/S.
Depending on the very detailed specifics of whatever agreement was made to buy back and retire the 10M preferred shares, I'd say that this scenario is damn close to the number of shares added to the O/S to not give it a very high probability. Also, any difference in the actual amount could very easily be explained by some fee (partial or payment in full) that may have been agreed for the $50B PE firm that is involved in this deal.
https://www.otcmarkets.com/stock/PASO/security
Anyone that thinks anyone - let alone founders and managers of a business for a decade or more - are going to just give away 10M shares representing a large stake and controlling interest in their business... for NOTHING... was always a dreamer from the day of the original announcement of the retirement on Dec 16, 2019. We ALL knew there had to be a deal of some kind. Now I believe I know what it is. These guys are vested now with a pretty good stake in the future of PASO/CLX, and WE shareholders (ALL SHAREHOLDERS) can now appreciate that we have the 10M Series A preferred shares required to close this merger deal.
PROGRESS! ANOTHER STEP CLOSER!
$PASO's to Dollars
Haha, that really is funny. I thought of that when I looked up the board and saw his post. I don't really believe that so much, but it WAS "Really" funny! Thanks for that.
Why do you find my statement so interesting in relation to your snapshot of "buy" and "sell" volume? Buy/Sell volume means next to nothing in relation to my statement.
Thanks for that, Davis. I've got an old iPhone 6S+ or something like that, but only use it as a wi-fi tablet, no phone service since I switched to Android. I did try to run the app but having a problem. It may be something on my end. Glad to know you're able to see the app, I'm looking forward to seeing it for myself.
There are definitely sellers, but not as many as some think. The great majority of sellers this week has been retail trying to flip down their cost basis and increase their holdings. FUD helps these folks a lot, and they thank all skittish casino traders.
It just takes some good DD to understand who's selling and what's happening. I've added millions this week, thank you all very much.
cbrad, you seem to be one looking for straight answers. We cannot know without a doubt unless/until disclosed, and this may be one of many things holding up the complete financial report that is past due, including subsequent events. One subsequent event being the new issuance of 329,998,018 shares to...
Alright, so here's the most likely scenario, and I know there are others who will read this, who already know/believe the same, but knowledge is power/money and you will not find many with real insight (their own hard-fought/learned DD) willing to share when they can use the info to their own benefit.
Go back to December 16, 2019 when the company tweeted on the then-live @PASHealth twitter account. The tweet stated:
Now look at the price history to see the closing prices around that date (below).
https://www.barchart.com/stocks/quotes/PASO/price-history/historical
(you need at least a free account registration to go prior to 90 days recent history)
Dec 16 was a Monday, so an agreement for "buying back"/cancelling the 10M Preferred Series A shares may have been based on the closing price on the previous day (Friday) or possibly the average of closing prices over the 3 days prior, or something like that. We don't know the specifics, but it was likely (imho) to be something "like" this, as this is an acceptable and often-used method. So let's say the price per share was , however determined, was .0150. This is "reasonable" to use as a guesstimate, as based on the stock price at that time. So...
10M Preferred Series A shares convert at a ratio of 1 to 100 into Common shares, giving 1B shares. 1B shares at a price of $0.0145 per share = $14.5M (0.0145 is the average of the closing prices on the 3 days prior to Dec 16, 2019). So each of Linzalone and Weitzberg may have agreed to sell the shares to the company at $7.25M each (each holding 5,000,000 Preferred Series A "control" shares). Now, the question is, how/when does the company come up with that kind of money in order to close on that part of the deal, which is also likely to be tied to the "general" reverse merger plan. Not likely Linzalone and Weitzberg would execute the transaction without money in pocket and the deal sealed or, if done before the deal sealed, reversible if it is not consummated (final merger executed). BUT - in order to lock up this agreement to be able to proceed with other related agreements - before the could ever get to an LOI with the merger candidate - this agreement for total DOLLAR AMOUNT had to be agreed. NOW - it's also understandable how these 2 guys, founders and original architects of the original business bought and deposited the original PASHealth technology with Patient Acccess Solutions, would want a bigger upside potential with the view of what was to come (with a reverse merger involving SiriusIQ and UST Global to market a major healthcare industry data handling framework like what has been described as the IT backbone for HealthyAmerica™. So the agreement likely included a conversion of the agreed dollar DOLLAR AMOUNT (based on the common shares market price back in Dec 2019 at the time of the agreement) into shares of the company for holding post-merger in order to see substantial upside.
So... now you take the (my above rough guess based on factual historical market price and timing of the announcement of retirement of the 10M Series A shares) $14.5M and apply that to the timing of the 329,998,018 addition to the O/S - - here we go...
On 9/16/2020, the company issued a press release:
globenewswire.com/news-release/2020/09/16/2094782/0/en/Patient-Access-Solutions-Important-Shareholder-Notice-A-Dividend-Inclusion-and-Disbursement-Clarification.html
In this press release, the company stated that, as of 9/11/2020, the O/S was 749,993,098 shares.
On 9/22/2020, the OTC Markets Securities info page for PASO was updated, showing that the O/S is now 1,082,491,116 shares, reflecting an addition of 329,998,018 shares to the O/S since 9/11/2020 (just a week prior). Now let's say management had achieved certain requirements and/or stipulations and on Monday an agreement was reached to execute the prior agreement (December 16, 2019) to convert the $14.5M "value" of the Series A shares back to Common shares based on the closing price on Monday plus the prior 2 days. If you take the 3 days closing prices and average them (9/17, 9/18 and 9/21), you get .0462. Dividing 0.0462 into $14.5M gives 313,852,814 shares.
This number is real damn close the ~330M that were just issued into the O/S.
Depending on the very detailed specifics of whatever agreement was made to buy back and retire the 10M preferred shares, I'd say that this scenario is damn close to the number of shares added to the O/S to not give it a very high probability. Also, any difference in the actual amount could very easily be explained by some fee (partial or payment in full) that may have been agreed for the $50B PE firm that is involved in this deal.
https://www.otcmarkets.com/stock/PASO/security
Anyone that thinks anyone - let alone founders and managers of a business for a decade or more - are going to just give away 10M shares representing a large stake and controlling interest in their business... for NOTHING... was always a dreamer from the day of the original announcement of the retirement on Dec 16, 2019. We ALL knew there had to be a deal of some kind. Now I believe I know what it is. These guys are vested now with a pretty good stake in the future of PASO/CLX, and WE shareholders (ALL SHAREHOLDERS) can now appreciate that we have the 10M Series A preferred shares required to close this merger deal.
PROGRESS! ANOTHER STEP CLOSER!
$PASO's to Dollars
Yeah, I remember. Right on.
Anyone know anything about the sharp ~12% drop earlier this morning? I didn't see any news. It recovered pretty quickly, but just wondering if there was any particular reason. Guessing maybe just a squeamish profit-taker, a smallish fund investment nervous about the market/election. PRTY should continue north to $7 range with no problems, given recent finance improvements and company management performance. Next earnings report should show significant beating of market expectations, imho.
Just learn more about penny stocks, volume and price-trade action. Look at the filings and see the S-1 registration updates. the Learn to read the charts and you'll see SKDI is very attractive and the only thing going on is price manipulation by traders on weakness between S-1 Reg A shares being sold (NON-toxic) for raising capital to fund the business growth/expansion for - specifically Numuni - but also for the Hakuna product and distribution development & sales/marketing.
The chart shows the (quiet) interest and support from longer-term and swing traders, as well as the little-money flippers working the high 4s to mid-7s channel. Others here have mentioned that as well. Just gotta be careful of the FUD spreaders who have no shame in manipulating to buy cheap and flip for ticks. I believe stronger news coming and we'll break out of the subs channel to stay into the pennies.
Hogwash! It is a MOCKUP site. So by 'not deleting' the site or the subdomain, they are letting curious folks like us see one of the steps they have gone through in planning how they are going to do something... like possibly how they will provide a platform for "affiliates."
Is that a problem? Not for me. But I suspect that they will eventually delete it and you will no longer be able to see that. I assume that will make you feel better.
Are you kidding? Someone actually ASKED for my opinion. I have no need for your self-proclaimed expert advice. You have put out so much misinformation that I stopped wasting my time even THINKING about all of the incorrect statements about "how things work." Run along now.
Getting some thoughts together and will come back to you and the board after I've caught up. Lot of posts here in past few days, and clear that the FUD - as well as yield sign and price action - have put many here on their heels. Unfortunately that's what folks get when they don't do their own (real) DD and make their own decisions with sufficient confidence.
I haven't finished reviewing the board posts but, unless there's some great new info that some anonymous poster has shared with the public here, nothing has changed my level of confidence in my decisions with PASO. Just kidding - I don't change my perspective based on what anonymous posters share on social media. I'll finish going through the posts and hopefully I can share some factual info as well as my view on some things that might help some here... but I can't say enough how this (apparent hysteria and full bucket of misinformation and FUD on the board) is exactly the reason why anyone "playing" on the OTC should either stick to the casino slots in a real brick and mortar casino... or learn how to do proper DD that provides for confident decision making instead of relying on social media to place bets.
J. Alexander’s Holdings, Inc. Reports Recent Trends and Business Update
https://investor.jalexandersholdings.com/news/news-details/2020/J.-Alexanders-Holdings-Inc.-Reports-Recent-Trends-and-Business-Update/default.aspx
NASHVILLE, Tenn.--(BUSINESS WIRE)-- J. Alexander’s Holdings, Inc. (NYSE: JAX) (the Company), owner and operator of J. Alexander’s, Redlands Grill, Stoney River Steakhouse and Grill and other restaurants, today reported same store sales results as well as certain other preliminary metrics related to its continuing recovery from the impact of the novel coronavirus outbreak (COVID-19).
Business Update
During the third quarter, the Company has continued to see steady guest count recovery and increasing sales across its restaurant base. Sales volumes for the first three weeks of September 2020 averaged approximately 90.0% of 2019 sales for the comparable period. Average weekly same store sales(1) for recent fiscal 2020 periods as compared to the same periods of 2019 are as follows:
J. Alexander’s/Grill Restaurants
Stoney River Steakhouse and Grill
Second quarter (13 weeks)
(55.2)%
(55.9)%
July (4 weeks)
(25.8)%
(25.2)%
August (4 weeks)
(20.0)%
(20.6)%
September (through Sept. 13th (3 weeks*))
(9.9)%
(11.2)%
* Note that the Company’s third quarter of fiscal 2020 ends on September 29, 2020
In conjunction with the earnings release for the second quarter of 2020 dated August 4, 2020, the Company estimated the weekly cash burn rate for the third quarter of 2020 would be in the range of $325,000 to $375,000 per week and that the fourth quarter would see an improvement from a cash flow perspective, assuming continued sales improvement. Based on those assumptions, the Company anticipated that it would have adequate liquidity for 2020. The Company has continued to see sales improvements beyond the levels originally anticipated, and as a result has updated its original cash flow projections for the third quarter as well as the fourth quarter of 2020. These estimates, which include the proceeds from the closing of the sale of the Cleveland property on September 10, 2020 as well as required debt service payments and capital expenditure commitments (including the construction of one new location scheduled to be completed in the fourth quarter of 2020 and opened in the first quarter of 2021), now project that the Company will be breakeven to modestly cash flow positive for the third quarter of 2020. For the fourth quarter of 2020 (which contains 14 weeks due to the 53rd week in fiscal 2020), the Company expects to be cash flow positive in the range of $400,000 to $450,000 per week. The cash flow improvements reflected above for the third and fourth quarters of fiscal 2020 include the impact of better than anticipated sales across all concepts, a generally favorable cost of sales environment, continued operational efficiencies achieved at the restaurant level and the deferral of the planned construction start date of the J. Alexander’s in Madison, Alabama until January, 2021, among other factors.
As of September 14, 2020, the Company’s cash on hand totaled approximately $18.6 million.
Chief Executive Officer’s Comments
“As we’ve shared in previous communications, there will be winners and losers when the pandemic is over and our goal from the very beginning has been to be one of the winners,” stated Mark A. Parkey, President and Chief Executive Officer of J. Alexander’s Holdings, Inc. “The consistent improvement in our top line sales since all of our dining rooms were allowed to begin reopening in June, combined with the efficiency of those sales as reflected in improved restaurant operating margins over the past few months, lead me to conclude that we are well-positioned to achieve our goal and to do so sooner than we had originally envisioned.” Parkey noted that the significant improvements in sales have been achieved with virtually all restaurants continuing to operate under various seating limitations that differ from state-to-state across the Company’s 46 locations, with the consolidated average totaling approximately 57% of total seats available within the 46 restaurants. “The primary factors driving our rapid recovery thus far have been the strong support we have received from our great base of loyal guests and the tireless efforts of our employees who have risen to the occasion at all levels within the Company,” Parkey stated. “Our historical marketing research tells us that approximately 16% of our guests drive approximately 66% of our visits. That core group of guests has been the backbone of our recovery to this point, much as they were in the aftermath of the Great Recession of 2008-2009. In addition to supporting us in our dining rooms, they have supported our carry out business in a tremendous way, with sales of $600,000 - $700,000 each week over the past 10 weeks, even as the dining rooms ramped back up.” Parkey added, “Our culinary team has been working diligently to come up with “Family Pack” offerings that will appeal to a broad variety of our guests and we are confident that, as we enter the 2020 holiday season, we will be well positioned to meet their needs whether at home or in our dining rooms.”
“August was a critical month for our recovery efforts and represented a key turning point,” Parkey summarized. “Based on quarter to-date performance, we expect to generate positive Adjusted EBITDA(2) for the third quarter. Our sales trends, improving margins and our ability to maintain our carry out volumes even as the dining rooms have generated steadily increasing sales, all indicate that the worst of the storm has passed. While we are still aware of the hurdles that remain on the horizon, and we are still taking abundant precautions within all of our restaurants to ensure the health and safety of our guests as well as our employees, we are extremely excited about the opportunity in front of us to emerge from the pandemic a stronger company than we were a few short months ago.”
(1) Average weekly same store sales per restaurant is computed by dividing total restaurant same store sales for the period by the total number of days all same store restaurants were open for the period to obtain a daily sales average. The daily same store sales average is then multiplied by seven to arrive at average weekly same store sales per restaurant. Days on which restaurants are closed for business for any reason other than scheduled closures on Thanksgiving and Christmas are excluded from this calculation. Sales and sales days used in this calculation and amounts of other “same store” figures in this release include only those for restaurants in operation at the end of the period which have been open for more than 18 months. Revenue associated with reduction in liabilities for gift cards, which is recognized in proportion to guest redemptions based on historical redemption rates and commonly referred to as gift card breakage, is not included in the calculation of average weekly same store sales per restaurant. Average weekly same store sales are computed from sales amounts that have been determined in accordance with U.S. generally accepted accounting principles (GAAP).
(2) Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization, or “Adjusted EBITDA,” is defined as net (loss) income before interest expense, income tax expense (benefit), depreciation and amortization, and adding asset impairment charges and restaurant closing costs, loss on disposals of fixed assets, transaction, contested proxy and other related expenses, non-cash compensation, loss from discontinued operations, and pre-opening costs. Adjusted EBITDA is a non-GAAP financial measure that we believe is useful to investors because it provides information regarding certain financial and business trends relating to our operating results and excludes certain items that are not indicative of our operations. Adjusted EBITDA does not fully consider the impact of investing or financing transactions as it specifically excludes depreciation and interest charges, which should also be considered in the overall evaluation of our results of operations.
About J. Alexander’s Holdings, Inc.
J. Alexander’s Holdings, Inc. is a collection of restaurants that focus on providing high quality food, outstanding professional service and an attractive ambiance. The Company presently operates 46 restaurants in 16 states. The Company has its headquarters in Nashville, TN.
For additional information, visit www.jalexandersholdings.com
Forward-Looking Statements
This press release issued by J. Alexander’s Holdings, Inc. contains forward-looking statements, which include all statements that do not relate solely to historical or current facts, such as statements regarding our expectations, intentions or strategies regarding the future, including the impact of the COVID-19 pandemic on our operations, cash needs, liquidity and financial results, and cost-containment efforts. These forward-looking statements are based on management's beliefs, as well as assumptions made by, and information currently available to, management. Because such statements are based on expectations as to future financial and operating results and other events and are not statements of fact, actual results may differ materially from those projected and are subject to a number of known and unknown risks and uncertainties, including the health and financial effects of the COVID-19 pandemic; the Company’s ability to reopen its restaurants for in-person dining at normal capacities, and thereafter to reestablish and maintain satisfactory guest count levels and maintain or increase sales and operating margin in its restaurants under varying economic conditions; the effect of higher commodity prices, unemployment and other economic factors on consumer demand; increases in food input costs or product shortages and the Company’s response to them; the Company’s ability to obtain access to additional capital as needed; the Company’s ability to comply with new financial covenants under its loan agreement with its lender; the impact of any impairment of our long-lived assets, including tradename; the Company’s ability to defer lease or contract payments or otherwise obtain concessions from landlords, vendors and other parties in light of the impact of the COVID-19 pandemic; the number and timing of new restaurant openings and the Company’s ability to operate them profitably; competition within the casual dining industry and within the markets in which our restaurants are located; adverse weather conditions in regions in which the Company’s restaurants are located; factors that are under the control of third parties, including government agencies; the Company’s evaluation of strategic alternatives; as well as other risks and uncertainties described under the headings “Forward-Looking Statements,” “Risk Factors” and other sections of the Company’s Annual Report on Form 10-K filed with the SEC on March 13, 2020, as amended on April 17, 2020, and subsequent filings, including under the heading “Risk Factors” in its Quarterly Report on Form 10-Q filed with the SEC on August 6, 2020. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
https://cts.businesswire.com/ct/CT?id=bwnews&sty=20200917005958r1&sid=acqr8&distro=nx&lang=en
View source version on businesswire.com: https://www.businesswire.com/news/home/20200917005958/en/
J. Alexander’s Holdings, Inc.
Jessica Hagler
Chief Financial Officer
(615) 269-1900
Source: J. Alexander’s Holdings, Inc.
© Copyright Business Wire 2020
Lindblad Expeditions Raises $85 Million from Prominent Investors
https://www.expeditions.com/about-us/press-room/press-releases/lindblad-expeditions-raises-85-million-from-prominent-investors-enhance-financial-flexibility-support-long-term-growth/
Lindblad Expeditions Raises $85 Million from Prominent Investors to Enhance Financial Flexibility and Support Long-Term Growth
MSD Partners and Durable Capital lead private placement of convertible preferred stock to further boost cash reserves to support current operations and potential future growth opportunities
Lindblad plans to resume operations as soon as possible, but this capital raise is expected to support the Company’s liquidity needs through 2021, even in the event of an extended Covid-related shutdown
NEW YORK, August 27, 2020 – Lindblad Expeditions Holdings, Inc. (NASDAQ: LIND; the “Company” or “Lindblad”) today reported that it has entered into an agreement with a group of investors (the “Investors”), including MSD Partners, L.P., Durable Capital L.P., Headlands Capital, Deep Field Asset Management LLC and Declaration Capital, for the private placement of $85 million of convertible preferred stock.
“Since the global COVID-19 pandemic began, we have taken a variety of proactive measures to ensure that Lindblad is sufficiently capitalized to withstand this downturn and emerge in a position of strength,” commented Sven-Olof Lindblad, President and Chief Executive Officer. “I am happy to report that we have secured $85 million of additional capital from this outstanding, diversified group of experienced long-term investors.”
Lindblad continued, “We know our guests are eager to travel again and this investment provides us with additional financial flexibility as we prepare to return to exploring the world’s most remarkable destinations.”
The Investors have agreed to make an investment of $85 million in newly-issued convertible preferred stock that carries a 6.0% dividend, which is payable in kind for 2 years and thereafter in cash or in-kind at the Company’s option. The preferred stock is convertible into shares of Lindblad common stock at a conversion price of $9.50 per share, representing a premium of 23% to Lindblad’s 30-trading day volume-weighted average price. On an as-converted basis, the preferred stock will represent approximately 15.5% of the pro forma common shares outstanding.
“We were overwhelmed by the enthusiastic response to this offering and are thrilled to add such a high- quality set of value-add investors supporting the company,” said Mark Ein, Lindblad’s Chairman of the Board. “We believe this capital will not only secure our return to operations but, along with support from our committed investor base, will also position us to be offensive in pursuing opportunities to accelerate the growth of our platform coming out of the pandemic.”
“Lindblad Expeditions is a world-class franchise with a unique offering of expedition travel experiences. We have admired the company and its team for many years and are excited to partner with them at this time,” said Dan Bitar, a representative of MSD.
The net proceeds from the investment will be used for general corporate purposes. On a pro forma basis, Lindblad’s liquidity position at June 30, 2020 would have been approximately $187 million when factoring in this $85 million investment from the Investors.
Lindblad was represented in the transaction by Citigroup Global Markets Inc., as placement agent, and Latham & Watkins LLP, as legal advisor.
About Lindblad Expeditions Holdings, Inc.
Lindblad Expeditions Holdings, Inc. is an expedition travel company that focuses on ship-based voyages through its Lindblad Expeditions brand and on land-based travel through its subsidiary, Natural Habitat Adventures, an adventure travel and ecotourism company with a focus on responsible nature travel.
Lindblad Expeditions works in partnership with National Geographic to inspire people to explore and care about the planet. The organizations work in tandem to produce innovative marine expedition programs and to promote conservation and sustainable tourism around the world. The partnership’s educationally oriented voyages allow guests to interact with and learn from leading scientists, naturalists and researchers while discovering stunning natural environments, above and below the sea, through state-of-the-art exploration tools.
Natural Habitat partners with the World Wildlife Fund to offer and promote conservation and sustainable travel that directly protects nature. Natural Habitat’s adventures include polar bear tours in Churchill, Canada, Alaskan grizzly bear adventures and African safaris.
About MSD Partners
MSD Partners, L.P. is an SEC-registered investment adviser that was formed in 2009 by the principals of MSD Capital, L.P. to enable a select group of investors to invest in strategies that were developed by MSD Capital (the private investment firm for Michael Dell and his family). MSD Partners utilizes a multi-disciplinary investment strategy focused on maximizing long-term capital appreciation by making investments across the globe in the equities of public and private companies, credit, real estate and other asset classes and securities. MSD Partners is headquartered in New York with additional offices in Santa Monica and West Palm Beach. Additional information regarding MSD Partners may be found at msdpartners.com.
About Durable Capital Partners
Durable Capital Partners L.P. is an investment adviser founded by Henry Ellenbogen. Durable Capital Partners L.P.'s investment philosophy is grounded in sourcing small-cap and mid-cap compounders in both the private and public markets.
Forward-Looking Statements
Certain matters discussed in this press release are “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the Company’s financial projections and may also generally be identified as such because the context of such statements will include words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or words of similar import. Similarly, statements that describe the Company’s financial guidance or future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause results to differ materially from those expected. Many of these risks and uncertainties are currently amplified by, and will continue to be amplified by, or in the future may be amplified by, the COVID-19 outbreak. It is not possible to predict or identify all such risks. There may be additional risks that we consider immaterial or which are unknown. These factors include, but are not limited to, the following: (i) suspended operations and disruptions to our business and operations related to the novel corona virus COVID-19; (ii) the impacts of the novel coronavirus COVID-19 on our financial condition, liquidity, results of operations, cash flows, employees, plans and growth; (iii) the impacts of the novel coronavirus COVID-19 on future travel and the cruise and airline industries in general; (iv) unscheduled disruptions in our business due to travel restrictions, weather events, mechanical failures, pandemics or other events; (v) changes adversely affecting the business in which we are engaged; (vi) management of our growth and our ability to execute on our planned growth; (vii) our business strategy and plans; (viii) our ability to maintain our relationship with National Geographic; (ix) compliance with new and existing laws and regulations, including environmental regulations and travel advisories and restrictions; (x) compliance with the financial and/or operating covenants in our debt arrangements; (xi) adverse publicity regarding the cruise industry in general; (xii) loss of business due to competition; (xiii) the result of future financing efforts; (xiv) delays and costs overruns with respect to the construction and delivery of newly constructed vessels; (xv) the inability to meet revenue and other financial projections; and (xvi) those risks described in the Company’s filings with the SEC. Stockholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are made only as of the date of this press release and the Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. More detailed information about factors that may affect the Company’s performance may be found in its filings with the SEC, which are available at http://www.sec.gov or at http://www.expeditions.com in the Investor Relations section of the Company’s website.
Gulp, yummm. Thanks ALPS or whoever for that 250K, another nice add to the pile!
$PASO Pay Date 9/22/2020
For Every 5,000 shares of Patient Access Solutions common stock owned, each shareholder will receive 1 Non Transferable Series C Convertible Preferred Share of Patient Access Solutions.
https://www.otcmarkets.com/stock/PASO/security
This is great to see, Davis - I like seeing this Hakuna "gravy" pouring over the top of our Numuni (new money) cash printing machine. It's all coming together here while the news cycle is just starting up.
BTW, Happy Birthday.
Slow down and read what I wrote more carefully, no reason to get your panties in a bunch.
T h e r e ... a r e ... n o ... m i s t a k e s.
It is a MOCKUP site. So by 'not deleting' the site or the subdomain, they are letting curious folks like us see one of the steps they have gone through in planning how they are going to do something... like possibly how they will provide a platform for "affiliates."
Is that a problem? Not for me. But I suspect that they will eventually delete it and you will no longer be able to see that. I assume that will make you feel better.
Agreed, lol. I thought he found a nice little tidbit earlier with the job posting - and he/she did - but apparently that was a blind squirrel finding a nut. I shouldn't complain though, I was able to add a pretty good chunk of 5s today.
Hogwash! Sure, maybe when they really give a sh*t what numbnut traders think when they find the company's website dev breadcrumbs... they may want to clean up and delete that subdomain. But it's laughable that someone panicked and sold after seeing it. Like I always say, if you're big enough to trade penny stocks on the OTC, be big enough to do some decent DD, know what you own, and take responsibility for your own decisions. This will instill a little confidence, and should help to avoid panic-induced mistakes.
So some unfortunate penny stock gambler (as opposed to informed trader or investor) found a link to a mockup subdomain site that was clearly put together for internal demonstration purposes during the development and planning stage. Just look at the lorem ipsum placeholder text all over all of the links. OMG, just unbelievable. Do OTC traders really exist that think THIS "research" and "conclusion" = "due diligence"?!? LOL
Agreed! That's why we're here, right?!!! Enjoy the setup, and the low prices while they last, I know I am.
$SKDI This is great info. For those looking for signals of confirmation that the company or managers or products or whatever are legitimate and/or the potential is massive - this is a very well thought out job description/requirements listing. Clearly Robert Reynolds knows what he wants/needs and has a hell of an operation launching with Numuni, Inc.!
https://www.linkedin.com/in/robertwreynolds1/
Thanks for your digging and sharing, Boersi - great find here that I REALLY LIKE seeing!! Looking forward to more progress news that I can just feel is coming soon. Whether this week or next or however soon, I believe we've got something pretty awesome brewing!
https://www.indeedjobs.com/numuni-inc/jobs/5ce1c3f091384d52da88
Definitely, Serb! Hey, great to see you here, btw! Best to you.
Great news, thanks for the alert. More continuous improvements in growth and ultimately the balance sheet! Glad to be holding ALPP.
I wish some spouting off on social media about how "ALL" preferred share designations (lol) work, and how "ALL" dividends work... would just STOP already, you don't know what you're talking about.
For one thing, NO decisions have to be made on or before the 18th. That's just for starters. A lot of other misinformation and/or partial information and/or conclusions are being sprayed out all over about how things work.
As suggested countless times by more than one (hundred?) here and more than one (million?) on every message board... if you don't understand how things work, don't take advice from posts by anonymous posters or tweeters on social media. There is usually an underlying tone - whether "soft" or just outwardly blatant - for self serving outcomes with regard to price/trade activity.
Do your own homework and know what you own. After that, it's real easy to make your own decisions to buy/hold/sell and at what prices.
Best to all PASO/CLX investors. Casino players, flippers and manipulators ----> just roll the dice as always, please.
Yes, exactly. Not just a lack of patience, it seems.
$SKDI Great news! Loyalty Superstore seems to be a great strategic account to nail down early.
And it's nice to see the PR machine firing up. I'm expecting that we'll see a flurry of activity going forward now that numuni is officially launched.
6% is 6 per cent is 6 percent. Don't believe it, Google it, smart one.
It doesn't matter if you calculate based on preferred shares at preferred price x 6% or the equivalent common shares at common price x 6%. You get the same $ result.
Just to be clear. 6% = 6 percent.
$PASO This is very straighforward, and I have no problem with summing this up very simply. Some folks are just full of it. Stop sowing doubt, learn to read and just keep it simple (KISS: keep it simple stupid). Have you ever heard of Occams Razor? I guess not, just look it up.
The company clarified for all investors that those who are "spinning" the PR to spread FUD are incorrect, that "pursuing additional transactions" does NOT mean "pursuing reverse mergers."
For anyone else that is clueless about how business works - in this case how public companies work - "additional transactions" can be any of countless other types of deals. For example, perhaps PASO and its board are actively pursuing the purchase or sale of an asset; or perhaps they are pursuing the purchase of a shell for spinning off the Medical Practice Management business (as I suggested in another post); or perhaps they are pursuing a "transaction" for taking the Medical Practice Management business private (along with any related debt/liabilities, as BBW suggested in another post). Many other possibilities abound for whatever "additional transactions" the board aluded to in the press release. When the company is able to disclose additional information regarding whatever transactions, they will... as stated in the PR.
What is clear is that the company made it VERY CLEAR in the disclosure that "additional transactions" DOES NOT MEAN pursuing reverse merger deals with any other parties - as certain FUD spreaders on social media had suggested.
From the September 1 press release:
Me too. Still adding daily/weekly.
Do you think with so much potential and so many sophisticated investor types associated with the partner companies and the $50B Wall Street PE firm that they will just sit back and let the stock run like hell for us retail penny stock investors/traders before they and their clients are able to buy into the deal post-merger? Some of those who wonder "out loud" about who is selling down here at 7-8 cents know exactly what I'm talking about, and they are buying just like me.
There are those who are able to buy and sell right now, that have a serious interest in seeing a low PASO pps at this time. HOW they buy and sell can naturally help them to see a somewhat stable low price in this range - until they, their cohorts and their clients are able to buy.
Many here spouting off about the risks are forgetting that there are a lot of us here who understand that when the DA is signed there will be no going back to this price level. Those sophisticated investors and money managers that cannot yet buy or advise on PASO will be free to buy and advise-to-buy what little of the PASO float is available for sale below .25... or .50... or 1.00 at those steps along the way for closing the merger deal, announcements of contracts with large global companies and govt orgs, more strategic partnerships, uplisting to Nasdaq/NYSE, and so on. This is why many are quietly loading here. And why others with smaller pockets are not so quietly attempting to improve their positions in other ways.
Love Satriani! But any discussion including Joe Satriani would not be complete without this companion classic: