LINDBLAD EXPEDITIONS HOLDINGS, INC., 10-Q filed on 11/7/2017
Quarterly Report
v3.8.0.1
Document and Entity Information - shares
9 Months Ended
Sep. 30, 2017
Nov. 03, 2017
Document and Entity Information [Abstract]    
Entity Registrant Name LINDBLAD EXPEDITIONS HOLDINGS, INC.  
Entity Central Index Key 0001512499  
Trading Symbol LIND  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Type 10-Q  
Document Period End Date Sep. 30, 2017  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2017  
Entity Filer Category Accelerated Filer  
Entity Common Stock, Shares Outstanding   45,433,152
v3.8.0.1
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2017
Dec. 31, 2016
Current Assets:    
Cash and cash equivalents $ 112,316 $ 135,416
Restricted cash and marketable securities 8,704 9,015
Inventories 1,783 1,665
Marine operating supplies 4,539 4,142
Prepaid expenses and other current assets 22,887 20,782
Total current assets 150,229 171,020
Property and equipment, net 219,498 186,236
Goodwill 22,105 22,105
Intangibles, net 9,948 11,132
Other long-term assets 10,831 13,090
Deferred tax assets 7,916 4,118
Total assets 420,527 407,701
Current Liabilities:    
Unearned passenger revenues 99,740 91,501
Accounts payable and accrued expenses 23,810 30,662
Long-term debt - current 1,750 1,750
Total current liabilities 125,300 123,913
Long-term debt, less current portion 164,165 164,128
Other long-term liabilities 703 681
Total liabilities 290,168 288,722
COMMITMENTS AND CONTINGENCIES
REDEEMABLE NONCONTROLLING INTEREST 5,319 5,170
STOCKHOLDERS' EQUITY    
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; 0 shares issued and outstanding
Common stock, $0.0001 par value, 200,000,000 shares authorized; 45,155,621 and 45,659,762 issued and outstanding as of September 30, 2017, and December 31, 2016, respectively 5 5
Additional paid-in capital 45,213 43,097
Retained earnings 79,822 70,707
Total stockholders' equity 125,040 113,809
Total liabilities, redeemable noncontrolling interest and stockholders' equity $ 420,527 $ 407,701
v3.8.0.1
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Sep. 30, 2017
Dec. 31, 2016
Condensed Consolidated Balance Sheets [Abstract]    
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares authorized 1,000,000 1,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 200,000,000 200,000,000
Common stock, shares issued 45,155,621 45,659,762
Common stock, shares outstanding 45,155,621 45,659,762
v3.8.0.1
Condensed Consolidated Statements of Income (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Income Statement [Abstract]        
Tour revenues $ 84,584 $ 70,774 $ 203,283 $ 186,218
Cost of tours 38,480 32,446 99,780 87,111
Gross profit 46,104 38,328 103,503 99,107
Operating expenses:        
General and administrative 16,526 12,915 46,710 36,740
Selling and marketing 11,676 10,164 31,521 29,294
Depreciation and amortization 4,354 5,080 12,012 14,523
Total operating expenses 32,556 28,159 90,243 80,557
Operating income 13,548 10,169 13,260 18,550
Other income (expense):        
Gain (loss) on foreign currency 224 (5) 1,047 (291)
Other income (expense) 59 (38) (97) (38)
Interest expense, net (2,802) (2,476) (7,192) (7,914)
Total other expense (2,519) (2,519) (6,242) (8,243)
Income before income taxes 11,029 7,650 7,018 10,307
Income tax expense (benefit) 1,586 203 (473) (3,113)
Net income 9,443 7,447 7,491 13,420
Net income (loss) attributable to noncontrolling interest 165 29 149 (119)
Net income attributable to Lindblad 9,278 7,418 7,342 13,539
Common stock        
Net income available to common stockholders $ 9,278 $ 7,418 $ 7,342 $ 13,539
Weighted average shares outstanding        
Basic 44,457,656 45,776,443 44,528,878 45,639,608
Diluted 45,718,513 46,541,257 45,609,560 46,329,880
Net income per share attributable to Lindblad        
Basic $ 0.21 $ 0.16 $ 0.16 $ 0.30
Diluted $ 0.20 $ 0.16 $ 0.16 $ 0.29
v3.8.0.1
Condensed Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders' Equity - 9 months ended Sep. 30, 2017 - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid-In Capital
Retained Earnings
Redeemable Noncontrolling Interest
Balance at Dec. 31, 2016 $ 113,809 $ 5 $ 43,097 $ 70,707 $ 5,170
Balance, shares at Dec. 31, 2016   45,659,762      
Stock-based compensation 9,464 9,464
Option shares exercised and exchanged (202) (202)
Option shares exercised and exchanged, shares   103,233      
Issuance of shares to board of directors
Issuance of shares to board of directors, shares   45,019      
Repurchase of shares and warrants (6,166) (6,166)
Repurchase of shares and warrants, shares   (547,058)      
Retirement of shares for employee taxes on vested shares/options (980) (980)
Retirement of shares for employee taxes on vested shares/options, shares   (105,335)      
Retroactive application of ASU 2016-09 1,773 1,773
Net income 7,342 7,342 149
Balance at Sep. 30, 2017 $ 125,040 $ 5 $ 45,213 $ 79,882 $ 5,319
Balance, shares at Sep. 30, 2017   45,155,621      
v3.8.0.1
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Cash Flows From Operating Activities    
Net income $ 7,491 $ 13,420
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 12,012 14,523
Amortization of National Geographic fee 2,180 2,180
Amortization of debt discount, deferred financing and other, net 1,662 2,582
Stock-based compensation 9,464 3,982
Deferred income taxes (2,017) (3,709)
(Gain) loss on currency translation (1,047) 291
Changes in operating assets and liabilities    
Inventories and marine operating supplies (516) 1,505
Prepaid expenses and other current assets (1,087) 1,098
Unearned passenger revenues 8,062 (8,620)
Other long-term assets 192 (3,159)
Other long-term liabilities 14 22
Accounts payable and accrued expenses (6,964) (8,430)
Net cash provided by operating activities 29,446 15,685
Cash Flows From Investing Activities    
Acquisition of Natural Habitat, Inc., net of $4,904 cash acquired (9,946)
Purchases of property and equipment (44,089) (50,598)
Redemption (purchase) of restricted cash and marketable securities 311 (1,907)
Net cash used in investing activities (43,778) (62,451)
Cash Flows From Financing Activities    
Payment of deferred financing costs (312) (1,565)
Repayments of long-term debt (1,312) (1,312)
Repurchase of employee shares as part of cashless exercise of options or vesting of restricted shares for tax purposes (1,182) (2,695)
Repurchase of warrants and common shares (6,166) (5,420)
Net cash used in financing activities (8,972) (10,992)
Effect of exchange rate changes on cash 204 (128)
Net decrease in cash and cash equivalents (23,100) (57,886)
Cash and cash equivalents as of beginning of period 135,416 206,903
Cash and cash equivalents as of end of period 112,316 149,017
Cash paid during the period for:    
Interest 7,841 7,427
Income taxes 965 992
Non-cash investing and financing activities:    
Additional paid-in capital exercise proceeds of option shares 168 1,123
Additional paid-in capital exchange proceeds used for option shares $ (168) $ (1,123)
v3.8.0.1
Condensed Consolidated Statements of Cash Flows (Parenthetical) (Unaudited) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Statement of Cash Flows [Abstract]    
Net cash acquired $ 4,904
v3.8.0.1
Business
9 Months Ended
Sep. 30, 2017
Business [Abstract]  
BUSINESS

NOTE 1 – BUSINESS

 

Organization

 

Lindblad Expeditions Holdings, Inc. and its consolidated subsidiaries (the “Company” or “Lindblad”) operate a fleet of seven owned expedition ships and five seasonal charter vessels under the Lindblad brand. A new coastal vessel, the National Geographic Quest, joined the fleet in the third quarter of 2017. The Company has contracted for two additional vessels, the National Geographic Venture, a coastal vessel, is expected to be completed in the fourth quarter of 2018, and a polar ice class vessel, targeted to be completed in January 2020, with potential accelerated delivery to November 2019.

 

Lindblad’s mission is to offer life-changing adventures on all seven continents and to pioneer innovative ways to allow its guests to connect with exotic and remote places. The Company’s expedition ships are customized, nimble and intimately-scaled vessels that are able to venture where larger cruise ships cannot, thus allowing Lindblad to offer up-close experiences in the planet’s wild and remote places and capitals of culture. Many of these expeditions involve travel to remote places with limited infrastructure and ports (such as Antarctica and the Arctic) or places that are best accessed by a ship (such as the Galápagos, Alaska, Baja’s Sea of Cortez, Costa Rica, and Panama), and foster active engagement by guests. Each expedition ship is designed to be comfortable and inviting, while being fully equipped with state-of-the-art tools for in-depth exploration. The Company has an alliance with the National Geographic Society (“National Geographic”), which often provides lecturers and National Geographic experts, including photographers, writers, marine biologists, naturalists, field researchers, and film crews. The arrangement with National Geographic extends through 2025.

 

Natural Habitat Acquisition

 

On May 4, 2016, the Company acquired an 80.1% ownership interest in Natural Habitat, Inc. (“Natural Habitat”), an adventure travel and ecotourism company based in Colorado. Natural Habitat was founded by Benjamin L. Bressler, who retains a 19.9% noncontrolling interest in Natural Habitat. With the acquisition of Natural Habitat, the Company expanded its land-based offerings around the globe. Natural Habitat’s expeditions include polar bear tours in Churchill, Canada, Alaskan grizzly bear adventures, small-group Galápagos tours and African safaris. In addition to its land offerings, Natural Habitat offers select itineraries on seven small chartered vessels for parts of the year. Natural Habitat has partnered with World Wildlife Fund (“WWF”) to offer conservation and sustainable travel that directly protects nature. This agreement with WWF extends through 2023.

v3.8.0.1
Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2017
Summary of Significant Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited interim condensed consolidated financial statements and footnotes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding unaudited interim financial information. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Income, Condensed Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders’ Equity, and Condensed Consolidated Statements of Cash Flows for the interim periods presented. Operating results for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full year due to seasonality and other factors. Certain information and footnote disclosures normally included in the condensed consolidated financial statements in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC. All intercompany balances and transactions have been eliminated in the accompanying unaudited condensed consolidated financial statements. Accordingly, these unaudited interim condensed consolidated financial statements and footnotes should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto for the year ended December 31, 2016 contained in the Annual Report on Form 10-K filed with the SEC on March 7, 2017. 

 

Principles of Consolidation

 

The condensed consolidated financial statements of the Company as of September 30, 2017 and December 31, 2016 included Lindblad Expeditions Holdings, Inc. and its consolidated subsidiaries All significant intercompany accounts and transactions have been eliminated in consolidation.

Reclassifications

 

Certain items in the condensed consolidated financial statements of the Company have been reclassified to conform to the 2017 classification. The reclassifications had no effect on previously reported results of operations or retained earnings.

 

Use of Estimates

 

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements, and also affect the amounts of revenues and expenses reported for each period. Actual results could differ from those which result from using such estimates. Management utilizes various estimates, including but not limited to determining the estimated lives of long-lived assets, determining the fair value of assets acquired and liabilities assumed in business combinations, the fair value of the Company’s common stock and related warrants, the valuation of securities underlying stock-based compensation, income tax expense, the valuation of deferred tax assets, the value of contingent consideration, and to assess its litigation, other legal claims and contingencies. The results of any changes in accounting estimates are reflected in the condensed consolidated financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the period that they are determined to be necessary.

 

Revenue Recognition

        

Tour revenue consists of guest ticket revenue recognized from the sale of guest tickets and other tour revenues from the sale of pre- and post-expedition excursions, hotel accommodations, land-based expeditions, 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. Revenue from the sale of guest tickets and other revenue are recognized gross, as the Company has the primary obligation in the arrangement, has discretion in supplier selection and is involved in the determination of the service specifications.

 

The Company’s tour guests remit deposits in advance of tour embarkation. Guest tour deposits consist of guest ticket revenues as well as revenues from the sale of pre- and post-expedition excursions, hotel accommodations, land-based expeditions, air transportation to and from the ships, and trip insurance. Guest tour deposits represent unearned revenues and are initially included in unearned passenger revenue in the condensed consolidated balance sheet when received. Guest deposits are subsequently recognized as tour revenues on the date of embarkation. Tour expeditions average ten days in duration. For tours in excess of ten days, the Company recognizes revenue based upon expeditions days earned. Guest cancellation fees are recognized as tour revenues at the time of the cancellation. Revenues from the sale of additional goods and services rendered onboard are recognized upon purchase.

 

Earnings per Common Share

 

Earnings per common share are computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share are computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the dilutive incremental common shares issuable upon the exercise of stock, which may include options, warrants and vesting of restricted stock, which was accounted for utilizing the treasury stock method.

For the three and nine months ended September 30, 2017 and 2016, the Company calculated earnings per share in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 260 and 805-40-45 as follows:

 

    For the Three Months Ended September 30,     For the Nine Months Ended September 30,  
(In thousands, except share and per share data)   2017     2016     2017     2016  
Net income attributable to Lindblad for basic and diluted earnings per share   $ 9,278     $ 7,418     $ 7,342     $ 13,539  
                                 
Weighted average shares outstanding:                                
Total weighted average shares outstanding, basic     44,457,656       45,776,443       44,528,878       45,639,608  
Effect of dilutive securities:                                
Assumed exercise of stock options, treasury method     1,260,857       764,814       1,080,682       690,272  
Total weighted average shares outstanding, diluted     45,718,513       46,541,257       45,609,560       46,329,880  
                                 
Common stock                                
Net income available to common stockholders   $ 9,278     $ 7,418     $ 7,342     $ 13,539  
                                 
Weighted average shares outstanding                                
Basic     44,457,656       45,776,443       44,528,878       45,639,608  
Diluted     45,329,487       46,541,257       45,369,017       46,329,880  
                                 
Earnings per share attributable to Lindblad                                
Basic   $ 0.21     $ 0.16     $ 0.16     $ 0.30  
Diluted   $ 0.20     $ 0.16     $ 0.16     $ 0.29  

 

For the three and nine months ended September 30, 2017, the Company determined, using the treasury stock method, there were 1,260,857 and 1,080,682 dilutive common shares, respectively, related to stock options. For the three and nine months ended September 30, 2016 the Company determined, using the treasury stock method, there were 764,814 and 690,272 dilutive common shares, respectively, related to stock options.

 

As of September 30, 2017 and 2016 there were 10,673,015 and 12,040,937, respectively, warrants outstanding to purchase common stock at a price of $11.50 per share. The Company determined these warrants were anti-dilutive and were not considered in the calculation of diluted weighted average shares outstanding. 

 

Cash and Cash Equivalents

 

The Company considers all highly liquid instruments with an original maturity of three months or less, as well as deposits in financial institutions, to be cash and cash equivalents.

 

Concentration of Credit Risk

 

The Company maintains cash in several financial institutions in the U.S. and other countries which, at times, may exceed the federally insured limits. Accounts held in the U.S. are guaranteed by the Federal Deposit Insurance Corporation up to certain limits. The Company has not experienced any losses in such accounts. As of September 30, 2017 and December 31, 2016, the Company’s cash held in financial institutions outside of the U.S. amounted $4.5 million and $2.7 million, respectively.

 

Restricted Cash and Marketable Securities

 

“Restricted cash and marketable securities” on the accompanying condensed consolidated balance sheets consists of:

 

    As of  
(In thousands)   September 30, 2017     December 31, 2016  
  (Unaudited)        
Credit negotiation and credit card processor reserves   $ 1,530     $ 5,030  
Federal Maritime Commission escrow     5,823       2,571  
Certificates of deposit and other restricted securities     1,351       1,414  
Total restricted cash and marketable securities   $ 8,704     $ 9,015  

  

The amounts held in restricted cash and marketable securities represent principally funds required to be held in certificates of deposit by certain vendors and regulatory agencies and are classified as restricted assets since such amounts cannot be used by the Company until the restrictions are removed by those vendors and regulatory agencies. Interest income is recognized when earned.

 

The Company has classified marketable securities, principally money market funds, as trading securities which are recorded at market value. Unrealized gains and losses are included in current operations. Gains and losses on the disposition of securities are recognized by the specific identification method in the period in which they occur.

 

 During the first quarter of 2017, our required credit card reserves were permanently decreased by $3.5 million to $1.5 million for credit card deposits for our third-party credit card processors.

 

In order to operate guest tour expedition vessels from U.S. ports, the Company is required to post a performance bond with the Federal Maritime Commission or escrow all unearned guest deposits plus an additional 10% in restricted accounts. To satisfy this requirement, the Company entered into an agreement with a financial institution to escrow all unearned guest revenues collected for sailings from U.S. ports. Amounts in the escrow accounts include cash, certificates of deposit and marketable securities. Cost of these short-term investments approximates fair value.

 

Inventories and Marine Operating Supplies

 

Inventories consist primarily of gift shop merchandise and other items for resale and are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method.

 

Marine operating supplies consist primarily of fuel, provisions, spare parts, items required for maintenance, and supplies used in the operation of marine expeditions. Marine operating supplies are stated at the lower of cost or net realizable value. Cost is determined using the first-in first-out method.

  

Prepaid Expenses and Other Current Assets

 

The Company records prepaid expenses and other current assets at cost and expenses them in the period the services are provided or the goods are delivered. The Company’s prepaid expenses and other current assets consist of the following:

 

    As of
September 30,
    As of
December 31,
 
(In thousands)   2017     2016  
  (Unaudited)        
Prepaid tour expenses   $ 10,334     $ 11,593  
Prepaid client insurance     2,167       2,141  
Prepaid air expense     3,074       2,432  
Prepaid port agent fees     1,457       1,038  
Prepaid income taxes     929       824  
Prepaid corporate insurance     1,748       931  
Prepaid marketing, commissions and other expenses     3,178       1,823  
Total prepaid expenses   $ 22,887     $ 20,782  

 

Property and Equipment, Net

 

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization were computed using the straight line method over the estimated useful lives of the assets, as follows:

 

    Years  
Vessels and vessel improvements     15-25  
Furniture, vehicles and equipment     5  
Computer hardware and software     5  
Leasehold improvements, including port facilities     Shorter of lease term or related asset life  

 

As of September 30, 2017, the Company owned and operated seven vessels. A new coastal vessel, the National Geographic Quest, joined the fleet in the third quarter of 2017. The Company has contracted for two additional vessels, the National Geographic Venture, a coastal vessel, is expected to be completed in the fourth quarter of 2018, and a polar ice class vessel, which is targeted to be completed in January 2020, with potential accelerated delivery to November 2019. The polar ice class contract includes options to build two additional ice class vessels, the first for delivery twelve months after the initial vessel and the second for delivery twelve months thereafter. The Company has a capital program for the improvement of its vessels and for asset replacements in order to enhance the effectiveness and efficiency of its operations; comply with, or exceed all relevant legal and statutory requirements related to health, environment, safety, security and sustainability; and gain strategic benefits or provide newer improved product innovations to its guests. 

 

Vessel improvement costs that add value to the Company’s vessels, such as those discussed above, are capitalized to the vessels and depreciated over the shorter of the improvements or the vessel’s estimated remaining useful life, while costs of repairs and maintenance, including minor improvement costs and drydock expenses, are charged to expense as incurred and included in cost of tours. Drydock costs primarily represent planned maintenance activities that are incurred when a vessel is taken out of service. For U.S. flagged ships, the statutory requirement is an annual docking and U.S. Coast Guard inspections, normally conducted in drydock. Internationally flagged ships have scheduled dockings approximately every 12 months, for a period of up to three to six weeks.

 

The Company began to capitalize interest in January 2016 for its two new build coastal vessels under accounting guidance in ASC 835-20, which requires companies to capitalize interest cost incurred during the construction of assets. The capitalized interest has been and will continue to be added to the historical cost of the asset, and depreciate over its useful life. For the nine months ended September 30, 2017, and the year ended December 31, 2016, the Company recognized $2.0 million and $1.5 million, respectively, in capitalized interest in property and equipment on the condensed consolidated balance sheet. 

 

Goodwill

 

Goodwill includes the cost of the acquired business in excess of the fair value of the tangible net assets recorded in connection with the acquisition of Natural Habitat (see Note 1 – Business). Accounting Standards Codification 350, “Intangibles – Goodwill and Other” (“ASC 350”), requires the Company to assess goodwill for impairment annually or more frequently if a triggering event occurs. Due to the acquisition of Natural Habitat on May 4, 2016, the Company recorded goodwill in the amount of $22.1 million, in Natural Habitat’s reporting unit. The Company’s policy is to first perform a qualitative assessment to determine if that it was more likely or not if Natural Habitat’s reporting unit’s carrying value is less than the fair value of the reporting unit, indicating the potential for goodwill impairment. If the reporting unit fails the qualitative test then the Company proceeds with the quantitative two step goodwill impairment calculation. During the third quarter of 2017, the Company performed a qualitative assessment of Natural Habitat’s fair value which included assessing the impact of certain factors such as general economic conditions, limitations on accessing capital, changes in forecasted operating results, and fluctuations in foreign exchange rates. Based on our qualitative assessment, we concluded that it was more-likely-than-not that the estimated fair value of Natural Habitat’s reporting unit exceeded its carrying value and thus, we did not proceed to the two-step goodwill impairment test.

 

Intangibles, net

 

Intangibles, net include tradenames, customer lists and operating rights. Tradenames are words, symbols, or other devices used in trade or business to indicate the source of products and to distinguish it from other products and are registered with government agencies and are protected legally by continuous use in commerce. Customer lists are established relationships with existing customers that resulted in repeat purchases and customer loyalty. Based on the Company’s analysis, amortization of the tradenames and customer lists was computed using the estimated useful lives of 15 and 5 years, respectively.

 

The Company operates two vessels year-round in the Galápagos National Park in Ecuador: the National Geographic Endeavour II with 95 berths and the National Geographic Islander with 47 berths. In order to operate these vessels within the park, the Company is required to have in its possession cupos (licenses) sufficient to cover the total available berths on each vessel.

 

In June 2015, a new Ecuadorian Special Law for Protected Areas was approved, and was updated in November 2015. A Presidential Decree issued by President Correa of Ecuador in November 2015 established that cupos, which were in effect as of July 2015, will have a validity of nine years so the Company’s operating rights are up for renewal in July 2024. The current “owners” of the cupos will have the opportunity to re-apply for them, but any other enterprise or individual will have the opportunity to bid for the cupos. All bidders must present proof that they fulfill the conditions to properly utilize the license (access to a vessel, experience in tourism, proven environmental behavior, marketing, etc.). While the Company believes that, based on the expected criteria to retain cupos and its past operating history in the Galápagos, there is a strong possibility that the Company will retain its cupos, from an accounting perspective, it will assume they retain no value after July 2024. Once the renewal process has begun and if it can be determined that the Company will be successful in its bid, then the Company will adjust its amortization prospectively.

 

Upon the occurrence of a triggering event, the assessment of possible impairment of the Company’s intangibles, net will be based on the Company’s ability to recover the carrying value of its asset, which is determined by using the asset’s estimated undiscounted future cash flows. If these estimated undiscounted future cash flows are less than the carrying value of the asset, an impairment charge is recognized for the excess, if any, of the asset’s carrying value over its estimated fair value. A significant amount of judgment is required in estimating the future cash flows and fair values of its tradenames, customer lists and operating rights. As of September 30, 2017 and December 31, 2016, there was no triggering event and the Company did not record an impairment for intangible assets.

 

Long-Lived Assets

 

The Company reviews its long-lived assets, principally its vessels, for impairment whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. Upon the occurrence of a triggering event, the assessment of possible impairment is based on the Company’s ability to recover the carrying value of its asset, which is determined by using the asset’s estimated undiscounted future cash flows. If these estimated undiscounted future cash flows are less than the carrying value of the asset, an impairment charge is recognized for the excess, if any, of the asset’s carrying value over its estimated fair value. A significant amount of judgment is required in estimating the future cash flows and fair values of its vessels. As of September 30, 2017 and December 31, 2016, there was no triggering event that caused, nor did the Company record, an impairment of its long-lived assets.

 

Accounts Payable and Accrued Expenses

 

The Company records accounts payable and accrued expenses for the cost of such items when the service is provided or when the related product is delivered. The Company’s accounts payable and accrued expenses consist of the following:

 

    As of
September 30,
    As of
December 31,
 
(In thousands)   2017     2016  
  (Unaudited)        
Accounts payable   $ 5,341     $ 7,573  
Accrued other expense     6,152       5,999  
Bonus compensation liability     3,451       4,186  
Employee liability     3,089       3,494  
Income tax liabilities     1,554       884  
New build liability     -       4,011  
Travel certificate liability     1,147       1,218  
Refunds and commissions payable     841       1,454  
Royalty payable     1,881       1,468  
Accrued travel insurance expense     354       375  
Total accounts payable and accrued expenses   $ 23,810     $ 30,662  

 

Fair Value Measurements and Disclosure

 

The Company applies ASC 820, “Fair Value Measurements and Disclosures,” which expands disclosures for assets and liabilities that are measured and reported at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows:

 

  Level 1 Quoted market prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at measurement date.

 

  Level 2 Quoted market prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. Fair value is determined through the use of models or other valuation methodologies.
     
  Level 3 Significant unobservable inputs for assets or liabilities that cannot be corroborated by market data. Fair value is determined by the reporting entity’s own assumptions utilizing the best information available, and includes situations where there is little market activity for the investment.

 

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 agreement were comparable to the market as of September 30, 2017 and December 31, 2016. As of September 30, 2017 and December 31, 2016, the Company had no other liabilities that were measured at fair value on a recurring basis.

 

The asset’s or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement.

  

Income Taxes

 

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The measurement of net deferred tax assets is reduced by the amount of any tax benefit that, based on available evidence, is not expected to be realized, and a corresponding valuation allowance is established. The determination of the required valuation allowance against net deferred tax assets was made without taking into account the deferred tax liabilities created from the book and tax differences on indefinite-lived assets.

 

The Company accounts for income taxes using the asset and liability method, under which it recognizes deferred income taxes for the tax consequences attributable to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities, as well as for tax loss carryforwards and tax credit carryforwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The Company recognizes the effect on deferred taxes of a change in tax rates in income in the period that includes the enactment date. The Company provides a valuation allowance against deferred tax assets if, based upon the weight of available evidence, the Company does not believe it is “more-likely-than-not” that some or all of the deferred tax assets will be realized. The Company will continue to evaluate the deferred tax asset valuation allowance balances in all of our foreign and U.S. companies to determine the appropriate level of valuation allowances.

 

The Company is subject to income taxes in both the U.S. and the non-U.S. jurisdictions in which it operates. The Company regularly assesses the potential outcome of current and future examinations in each of the taxing jurisdictions when determining the adequacy of the provision for income taxes. The Company has only recorded financial statement benefits for tax positions which it believes reflect the “more-likely-than-not” criteria of FASB’s authoritative guidance on accounting for uncertainty in income taxes, and it has established income tax reserves in accordance with this guidance where necessary. Once a financial statement benefit for a tax position is recorded or a tax reserve is established, the Company adjusts it only when there is more information available or when an event occurs necessitating a change. 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 September 30, 2017, and December 31, 2016, the Company had a liability for unrecognized tax benefits of $0.4 million, included in other long-term liabilities on the Company’s condensed consolidated balance sheets. The guidance also discusses the classification of related interest and penalties on income taxes. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. During the nine months ended September 30, 2017 and 2016, interest and penalties related to uncertain tax positions included in income tax expense are immaterial. 

 

The Company is subject to tax audits in all jurisdictions for which it files tax returns. Tax audits by their very nature are often complex and can require several years to complete. Currently, there are no U.S. federal, state or foreign jurisdiction tax audits pending. The Company’s corporate U.S. federal and state tax returns for the current year and the three prior years remain subject to examination by tax authorities and the Company’s foreign tax returns for the current year and the four prior years remain subject to examination by tax authorities. 

 

Stock-Based Compensation

 

The Company accounts for equity instruments issued to employees, non-employee Directors or other service providers in accordance with accounting guidance that requires that awards are recorded at their fair value on the date of grant and are amortized over the service period of the award. The Company recognizes compensation costs on a straight-line basis over the requisite service period of the award, which is generally the vesting term of the equity instrument issued. To the extent that an equity award later becomes eligible to be put back to the Company, then the fair value of that award or those exercised shares are transferred out of additional paid-in-capital to a liability account and is thereafter marked-to-market annually to fair value.

 

Segment Reporting

 

We are an expedition and adventure travel operator with operations in two segments, Lindblad and Natural Habitat. We evaluate the performance of our business based largely on the results of our operating segments. We provide discrete financial information in total, by ship and type of ship. The chief operating decision maker, or CODM, and management review operating results monthly, and base operating decisions on the total results at a consolidated level, as well as at a segment level. Our reports provided to the Board of Directors are at a consolidated level and also contain information regarding the separate results of both segments. Management performance and related compensation is primarily based on total results. While both segments have similar characteristics, the two operating and reporting segments cannot be aggregated because they fail to meet the ASC 280 requirements for aggregation.

 

Recent Accounting Pronouncements

 

In August 2017, FASB issued accounting Standards Update ASU No. 2017-12, Derivatives and Hedging (Topic 815) Targeted Improvements to Accounting for Hedging Activities. The FASB’s new guidance will make more financial and nonfinancial hedging strategies eligible for hedge accounting. It also amends the presentation and disclosure requirements and changes how companies assess effectiveness. It is intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting, and increase transparency as to the scope and results of hedging programs. The requirement is for public business entities to apply this update prospectively for all new awards after annual reporting periods beginning December 15, 2018 with early adoption permitted, including in current period. Management is currently assessing the impact this guidance will have on the condensed consolidated financial statements of the Company. 

 

In May 2017, FASB, issued Accounting Standards Update ASU No. 2017-09, Compensation-Stock Compensation (Topic 718) Scope of Modification Accounting. An entity may change the terms or conditions of a share-based payment award for many different reasons, and the nature and effect of the change can vary significantly. The FASB Accounting Standards Codification currently defines the term modification as “a change in any of the terms or conditions of a share-based payment award”. Under the new guidance, modification accounting treatment will be utilized unless all three of the following criteria have been met; the fair value of the original award is the same as the fair value of the modified award; vesting period did not change; and the classification of the award has not changed. The requirement is for public business entities to apply this update prospectively for all new awards after annual reporting periods beginning December 15, 2017. The Company plans to adopt this ASU in the first quarter of 2018 as per guidance and does not expect the prospective application to have a material impact to the Company’s condensed consolidated financial statements.

 

In January 2017, FASB issued Accounting Standards Update ASU No. 2017-04, Intangibles and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The pronouncement eliminates Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities). Now the entity compares the fair value of the reporting unit with its carrying amount. The requirement is for public business entities to apply the guidance to annual reporting periods beginning after December 15, 2019. Early adoption is permitted for interim or annual impairment tests after January 1, 2017. The Company does not believe the adoption of this ASU will have a material impact prospectively, to the Company’s condensed consolidated financial statements.

 

In January 2017, FASB issued Accounting Standards Update ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The amendment was issued to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this ASU provide a screen to determine when a set (inputs and processes that produce an output) is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. The requirement is for public business entities to apply the guidance to annual reporting periods beginning after December 15, 2017. The Company does not believe the adoption of this ASU will have a material impact prospectively, to the Company’s condensed consolidated financial statements.

v3.8.0.1
Long-Term Debt
9 Months Ended
Sep. 30, 2017
Long-Term Debt [Abstract]  
LONG-TERM DEBT

NOTE 3 – LONG-TERM DEBT

 

  As of September 30, 2017  As of December 31, 2016 
  (Unaudited)    
(In thousands) Principal  Discount and Deferred Financing Costs, net  Balance, net of discount  Principal  Discount and Deferred Financing Costs, net  Balance, net of discount 
Note payable $2,525  $-  $2,525  $2,525  $-  $2,525 
Credit Facility  171,063   (7,673)  163,390   172,375   (9,022)  163,353 
Total long-term debt  173,588   (7,673)  165,915   174,900   (9,022)  165,878 
Less current portion  (1,750)  -   (1,750)  (1,750)  -   (1,750)
Total long-term debt, non-current $171,838  $(7,673) $164,165  $173,150  $(9,022) $164,128 

 

Note Payable

 

On May 4, 2016, in connection with the Natural Habitat acquisition, Natural Habitat issued an unsecured promissory note to Mr. Bressler with an outstanding principal amount of $2.5 million due at maturity on December 31, 2020. The promissory note accrues interest at a rate of 1.44% annually, with interest payable every six months.

 

Credit Facility

 

On March 7, 2016, the Company entered into a second amended and restated credit agreement with Credit Suisse (“Restated Credit Agreement”), amending its senior secured credit facility with Credit Suisse (“Restated Credit Facility”). The Restated Credit Facility provides for $175.0 million senior secured first lien term loan facility (consisting of a $155.0 million U.S. term loan (the “U.S. Term Loan”) and a $20.0 million Cayman term loan for the benefit of the Company’s foreign subsidiaries (the “Cayman Loan”, and together with the U.S. Term Loan, (the “Loans”)) and a $45.0 million senior secured incremental revolving credit facility (“Revolving Credit Facility”), which includes a $5.0 million letter of credit subfacility. The Company’s obligations under the Restated Credit Facility are secured by substantially all the assets of the Company.

 

Borrowings under the Loans bear interest at an adjusted ICE Benchmark Administration LIBO Rate (subject to a floor of 1.00%) plus a spread of 4.50%. As of September 30, 2017, the interest rate was 5.95%. The U.S. Term Loan and the Cayman Loan both mature on May 8, 2021. Borrowings under the Revolving Credit Facility bear interest at an adjusted ICE Benchmark Administration LIBO Rate plus a spread of 4.00%, or, at the option of the Company, an alternative base rate plus a spread of 3.00%. The Company is also required to pay a 0.50% annual commitment fee on undrawn amounts under the Revolving Credit Facility, which matures on May 8, 2020. As of September 30, 2017, the Company had no borrowings under the Revolving Credit Facility.

 

The Restated Credit Agreement (i) requires the Company to satisfy certain financial covenants; (ii) limits the amount of indebtedness the Company may incur; (iii) limits the amount the Company may spend in connection with certain types of investments; (iv) requires the delivery of certain periodic financial statements and an operating budget and (v) requires the mortgaged vessels and related inventory to be maintained in good working condition. As of September 30, 2017, the Company was in compliance with the financial covenants.

  

For the three months ended September 30, 2017 and 2016, total debt discount and deferred financing costs charged to interest expense was $0.6 million and $0.5 million, respectively. For the nine months ended September 30, 2017 and 2016, total debt discount and deferred financing costs charged to amortization and interest expense was $1.7 million and $1.7 million.

v3.8.0.1
Acquistion
9 Months Ended
Sep. 30, 2017
Acquistion [Abstract]  
ACQUISTION

NOTE 4 – ACQUISTION

 

On May 4, 2016, the Company acquired an 80.1% ownership interest in Natural Habitat, an adventure travel and ecotourism company based in Colorado. The acquisition provided the Company with a platform to expand our land-based expeditions with a strong, trusted brand complementary to Lindblad. In 2016, the Company incurred $1.0 million of acquisition costs related to the acquisition of Natural Habitat, which is included in general and administrative expenses in the Company’s condensed consolidated statements of income for the nine months ended September 30, 2016. 

 

The Company recorded this transaction using the acquisition method for business combinations. The Company measured the identifiable assets, liabilities and non-controlling interest of Natural Habitat at their fair market value as of the acquisition date and separately measured goodwill at its fair market value as of the acquisition date. Goodwill is an intangible asset arising as a result of name, reputation, customer loyalty, location, products, and similar factors not separately identified. The recorded goodwill has no tax basis and is therefore not tax deductible.

 

Mr. Bressler’s noncontrolling interest in the remaining 19.9% interest in Natural Habitat is subject to a put/call arrangement. Mr. Bressler has a put option under certain conditions and subject to providing notice by October 31, 2020, that enables him, but does not obligate him, to sell his remaining interest in Natural Habitat to the Company on December 31, 2020. The Company has a call option, but not an obligation, with an expiration of December 31, 2025, for which it can buy Mr. Bressler’s remaining interest at a similar fair value measure as Mr. Bressler’s put option.

 

Acquisition of Natural Habitat, Inc.:

(In thousands)

 

  As of Acquisition
Date
 
Cash consideration $14,850 
Long-term debt - non-cash  2,525 
Lindblad restricted shares (264,208 shares) - non-cash  2,650 
Total purchase price $20,025 
     
Assets acquired:    
Cash and cash equivalents $4,904 
Prepaid expenses and other current assets  9,623 
Property and equipment  2,068 
Goodwill and other intangibles  28,305 
Total assets $44,900 
     
Liabilities assumed:    
Accounts payable and accrued expenses $2,472 
Unearned passenger revenues  15,000 
Deferred tax liability  2,428 
Noncontrolling interest in consolidated subsidiaries  4,975 
Total liabilities $24,875 
     
Total cash price paid upon acquisition and fair value of existing equity interest $20,025 

 

Natural Habitat contributed revenues of $17.1 million and operating income of $1.5 million to Lindblad Expeditions for the three months ended September 30, 2017, and revenues of $35.4 million and operating income of $0.8 million for the nine months ended September 30, 2017. For the three months ended September 30, 2016, Natural Habitat contributed revenues of $14.6 million and operating income of $0.3 million and revenues of $20.3 million and operating loss of $0.5 million for the acquisition period beginning May 5, 2016 to September 30, 2016.

 

The following unaudited pro forma summary presents consolidated information of Lindblad Expeditions for the nine period ended September 30, 2016 as if the business combination with Natural Habitat had occurred on January 1, 2016:

 

  Pro Forma for Nine Month Period Ended 
  

September 30,
2016

 
(In thousands) Unaudited 
   
Revenues $197,845 
Operating income $19,915 

 

These pro forma amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Natural Habitat to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had been applied from January 1, 2016, with tax effects.

v3.8.0.1
Employee Benefit Plan
9 Months Ended
Sep. 30, 2017
Employee Benefit Plan [Abstract]  
EMPLOYEE BENEFIT PLAN

NOTE 5 – EMPLOYEE BENEFIT PLAN

 

The Company has a 401(k) profit sharing plan and trust for its employees. The Company matches 30% of employee contributions up to the annual maximum of $2,100 and $1,800 as of September 30, 2017 and 2016, respectively. For the three months ended September 30, 2017 and 2016, the Company’s benefit plan contribution amounted to $0.1 million. For the nine months ended September 30, 2017 and 2016, the Company’s benefit plan contribution amounted to $0.3 million and $0.2 million, respectively. The benefit plan contribution is recorded within general and administrative expenses on the accompanying condensed consolidated statements of income. 

v3.8.0.1
Stockholders' Equity
9 Months Ended
Sep. 30, 2017
Stockholders' Equity [Abstract]  
STOCKHOLDERS' EQUITY

NOTE 6 – STOCKHOLDERS’ EQUITY

 

The Company’s common stock and warrants are listed on the NASDAQ Capital Market under the symbols “LIND” and “LINDW,” respectively. As of September 30, 2017 and December 31, 2016, there were 45,155,621 and 45,659,762 shares of common stock outstanding, respectively, and 10,673,015 and 11,186,387 warrants outstanding (inclusive of certain warrants issued to the Company’s founders on substantially the same terms as all other warrants), respectively.

 

Capital Stock

 

The Company has a total of 201,000,000 authorized shares of capital stock, consisting of 1,000,000 shares of preferred stock, $0.0001 par value and 200,000,000 shares of common stock, $0.0001 par value.

 

Stock and Warrant Repurchase Plan 

 

In November 2015, the Company’s Board of Directors approved a $20.0 million stock and warrant repurchase plan and in November 2016, increased the authorization by $15.0 million to a total of $35.0 million. This Repurchase Plan authorizes the Company to purchase from time to time the Company’s outstanding common stock and warrants through open market repurchases in compliance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended, and/or in privately negotiated transactions based on market and business conditions, applicable legal requirements and other factors. Any shares and warrants repurchased will be retired. The Repurchase Plan has no time deadline and will continue until otherwise modified or terminated at the sole discretion of the Company’s Board of Directors at any time. During the three months ended September 30, 2017, the Company did not repurchase shares of common stock or warrants. During the nine months ended September 30, 2017 the Company repurchased 547,058 shares of common stock for $5.1 million and 513,372 warrants for $1.1 million. The Company has cumulatively repurchased 855,776 shares of common stock for $8.1 million and 5,426,985 warrants for $13.9 million, since plan inception.

  

2017 Long-Term Incentive Compensation 

 

In March 2017, the Company’s compensation committee (or a subcommittee thereof) approved awards of restricted stock units (“RSUs”) and performance share units (“PSUs”) to key employees under the Company’s 2015 Long-Term Incentive Plan. 

 

The Company granted 171,393 RSUs on April 3, 2017 at a grant price of $8.98. The RSU’s will vest in three equal annual installments following the April 2017 grant date, subject to the recipient’s continued employment or service with us or our subsidiaries on the applicable vesting date. 

 

The PSUs are performance-vesting equity incentive awards that will be earned based on our performance against metrics relating to annual Adjusted EBITDA, annual revenue, and guest satisfaction. Awards will vest after a three-year performance period and may be earned at a level ranging from 0%-200% of the number of PSUs granted, depending on performance. On April 3, 2017, the Company awarded 126,953 of targeted PSUs with the number of shares determined based upon the closing price of our common stock on March 31, 2017 of $8.96. Based on the financial statements as of September 30, 2017, the Company assessed the applicable metrics related to the PSU grants, determined the blended probability of achieving the performance metrics and valued the awards based on the fair value at the date of grant with the amount of stock compensation expense determined based on the number PSU’s expected to vest.

 

2016 CEO Share Allocation Plan 

 

In April 2016, the Company’s Board of Directors adopted the 2016 CEO Share Allocation Plan and in June 2016, the Company’s stockholders approved the 2016 CEO Share Allocation Plan, pursuant to which the Company may grant awards covering up to 1,000,000 shares of the Company’s common stock in the form of restricted stock, restricted stock units, and/or other stock- or cash- based awards to eligible employees and other service providers of the Company. The 2016 CEO Share Allocation Plan was adopted in connection with a contribution agreement that the Company entered into with Sven-Olof Lindblad, Chief Executive Officer and President of the Company, pursuant to which Mr. Lindblad is authorized to transfer up to 1,000,000 shares from his holdings of the Company’s common stock (i.e., an equivalent number of shares as is reserved for issuance under the 2016 CEO Share Allocation Plan) (the “Contribution Shares”) to the Company as a contribution to the capital of the Company. Mr. Lindblad will not receive any consideration in exchange for the Contribution Shares. However, as a condition to the contribution of any Contribution Shares, the Company must grant awards under the 2016 CEO Share Allocation Plan, such that the number of Contribution Shares that Mr. Lindblad actually contributes to the Company will equal the number of shares corresponding to awards granted under the plan. The contribution of the Contribution Shares by Mr. Lindblad to the Company will effectively reduce the number of shares of the Company’s common stock that are outstanding by the same number of shares that are issued under the 2016 CEO Share Allocation Plan (or a lesser number in the event awards are settled in cash). Such contributions will be effective as of the date the Company grants corresponding awards under the 2016 CEO Share Allocation Plan. The administrator may amend, suspend or terminate the 2016 CEO Share Allocation Plan at any time. 

 

On January 10, 2017, Mr. Lindblad contributed to the Company and the Company thereafter granted, 716,550 restricted shares at a grant price of $9.65. The grants vest in three equal installments with the first vesting date of January 10, 2017 and the remaining two vesting dates of January 10, 2018 and 2019, respectively. On January 10, 2017, 238,850 restricted shares vested, with 93,320 of such shares withheld and retired by the Company in order to pay the payroll withholdings to cover the transactions.  

 

Stock Options

 

On August 2, 2017, 95,542 options were exercised at a market price on the date of exercise of $9.76 per share and a grant price of $1.76 per share, 17,229 shares were withheld by the Company to provide the $0.2 million required to exercise the options. In addition, 28,192 shares were withheld by the Company in order to pay the payroll withholding taxes for the transactions. The balance of 50,121 option shares were issued as a result of the transaction. 

 

During March 2017, an additional 95,542 options were exercised. Using the market price at the date of exercise of $8.72 per share and the grant price of $1.76 per share, 19,284 shares were withheld by the Company to provide the $0.2 million required to exercise the options. In addition, 23,145 of such shares were withheld by the Company in order to pay the payroll withholding taxes for the transactions. The balance of 53,113 option shares were issued as a result of the transaction.

v3.8.0.1
Commitments and Contingencies
9 Months Ended
Sep. 30, 2017
Commitments and Contingencies [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 7 – COMMITMENTS AND CONTINGENCIES 

 

Fleet Expansion 

 

On December 2, 2015, the Company entered into two separate Vessel Construction Agreements, (collectively, the “Agreements”) with Ice Floe, LLC, a Washington limited liability company doing business as Nichols Brothers Boat Builders (the “Builder”). The Agreements provide for the Builder to construct two new 236-foot 100-passenger cruise vessels.

 

The company paid Ice Floe $53.6 million related to the National Geographic Quest and the vessel was delivered in July of 2017. The Company amended the agreement for the second vessel, the National Geographic Venture, in October 2017. The current contract price is $57.0 million and the vessel is scheduled to be completed in the fourth quarter of 2018, subject to extension for certain events, such as change orders. As of September 30, 2017, the Company has paid Ice Floe, LLC $18.1 million related to the National Geographic Venture. The Company may terminate the applicable Agreement in the event the Builder fails to deliver the vessel within one hundred eighty days of the applicable due date or the Builder becomes insolvent or otherwise bankrupt. The Agreement also contains customary representations, warranties, covenants and indemnities. 

 

In November 2017, the Company entered into an agreement with Ulstein Verft to construct a polar ice class vessel with a total purchase price of 1,066.0 million Norwegian Kroner (NOK). Subsequently, LME exercised its right to make payments in United States Dollars, which resulted in a purchase price of $134.6 million, including hedging costs. The purchase price is subject to potential adjustments from contract specifications for variations in speed, deadweight, fuel consumption and delivery date, and is due in installments. The first twenty percent of the purchase price is to be paid shortly after execution of the Agreement with the remaining eighty percent due upon delivery and acceptance of the vessel. The vessel is targeted to be delivered in January 2020, with potential accelerated delivery to November 2019. The contract also includes options to build two additional ice class vessels, the first for delivery twelve months after the initial vessel and the second for delivery twelve months thereafter.

 

Royalty Agreement – National Geographic 

 

The Company is engaged in an alliance and license agreement with National Geographic, which allows the Company to use the National Geographic name and logo. In return for these rights, the Company is charged a royalty fee. The royalty fee is included within selling and marketing expense on the accompanying condensed consolidated statements of income. The amount is calculated based upon a percentage of ticket revenue less travel agent commission, including the revenue received from cancellation fees and any revenue received from the sale of voyage extensions. A voyage extension occurs when a guest extends their trip with pre- or post-voyage hotel nights and is included within tour revenues on the accompanying condensed consolidated statements of income. The royalty expense is recognized at the time of revenue recognition. See Note 2 for a description of the Company’s revenue recognition policy. Royalty expense for the three and nine months ended September 30, 2017 totaled $1.6 million and $3.9 million, respectively, and for the three and nine months ended September 30, 2016 totaled $1.2 million and $3.6 million, respectively. 

 

The balances outstanding to National Geographic as of September 30, 2017 and December 31, 2016 are $1.9 million and $1.5 million, respectively, and are included in accounts payable and accrued expenses on the accompanying condensed consolidated balance sheets.

  

Royalty Agreement – World Wildlife Fund 

 

Natural Habitat has a license agreement with WWF, which allows it to use the WWF name and logo. In return for these rights, Natural Habitat is charged a royalty fee and a fee based on annual gross sales. The fees are included within selling and marketing expense on the accompanying consolidated statements of income. For the three and nine months ended September 30, 2017, these fees totaled $0.2 million and $0.4 million, respectively. For the three months ended September 30, 2016 and the acquisition period beginning May 5, 2016 to September 30, 2016, these fees totaled $0.2 million and $0.3 million, respectively. 

 

Charter Commitments

 

From time to time, the Company enters into agreements to charter vessels on which it holds its tours and expeditions. Future minimum payments on its charter agreements are as follows:

 

For the Years Ended December 31,   Amount  
(Unaudited)   (In thousands)  
2017 (Three Months)     1,946  
2018     10,450  
2019     6,570  
2020     272  
Total   $ 19,238  

  

Insurance Revenue

 

During the first quarter, the Company recorded $1.9 million of insurance revenue related to cancelled voyages on the National Geographic Orion. During the three months ended September 30, 2017 an additional $0.2 million of insurance claims were received and recorded as insurance revenue related to those cancelled voyages from the National Geographic Orion. Recorded revenue does not include any contested claims, and the amount recognized is recorded in tour revenues in the Company’s condensed consolidated statements of income. 

v3.8.0.1
Segment Information
9 Months Ended
Sep. 30, 2017
Segment Information [Abstract]  
SEGMENT INFORMATION

NOTE 8 – SEGMENT INFORMATION

 

During the second quarter of 2016, the Company completed its acquisition of Natural Habitat. As a result of the acquisition, the Company updated its reporting information and its operating segments to add Natural Habitat as a separate operating and reporting segment.

 

The Company evaluates the performance of its business segments based largely on operating income results of the segments without allocating other income and expenses, net, income taxes, and interest expense, net. For the three and nine months ended September 30, 2017 and 2016, the operating results were as follows:

 

    For the Three Months Ended     For the Nine Months Ended  
    September 30,     September 30,  
(In thousands)   2017     2016     Change     %     2017     2016*     Change     %  
                                                 
Tour revenues:                                                                
Lindblad   $ 67,451     $ 56,175     $ 11,276       20 %   $ 167,891     $ 165,936     $ 1,955       1 %
Natural Habitat     17,133       14,599       2,534       17 %     35,392       20,282       15,110       74 %
Total tour revenues   $ 84,584     $ 70,774     $ 13,810       20 %   $ 203,283     $ 186,218     $ 17,065       9 %
Operating (loss) income:                                                                
Lindblad   $ 12,070     $ 9,863     $ 2,207       22 %   $ 12,386     $ 19,038     $ (6,652 )     (35 %)
Natural Habitat     1,479       306       1,173       383 %     873       (488 )     1,361       (279 %)
Total operating income     13,549       10,169       3,380       33 %     13,259       18,550       (5,291 )     (29 %)

 

* 2016 results for Natural Habitat represent activity from the acquisition date of May 2016 through September 30, 2016.

 

Amortization expense related to tradename and customer list amortization for the three months ended September 30, 2017 and 2016 is $0.2 million in the Natural Habitat segment. For the nine months ended September 30, 2017 and the acquisition period from May 5, 2016 through September 30, 2016, amortization expense in Natural Habitat segment related to the same acquisition related intangibles is $0.6 million and $0.3 million, respectively. For more information, see Note-2 regarding the Company’s policy regarding amortization of intangible assets.

 


(In millions)   As of September 30, 2017     As of December 31, 2016  
Total Assets            
Lindblad Segment   $ 372     $ 366  
Natural Habitat Segment   $ 49     $ 42  
Total Assets   $ 421     $ 408  
                 
Goodwill                
Natural Habitat Segment   $ 22     $ 22  
Total Goodwill   $ 22     $ 22  
                 
Intangibles, net                
Lindblad Segment   $ 5     $ 5  
Natural Habitat Segment   $ 5     $ 6  
Total Intangibles, net   $ 10     $ 11
v3.8.0.1
Summary of Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2017
Summary of Significant Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

 

The accompanying unaudited interim condensed consolidated financial statements and footnotes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding unaudited interim financial information. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Income, Condensed Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders’ Equity, and Condensed Consolidated Statements of Cash Flows for the interim periods presented. Operating results for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full year due to seasonality and other factors. Certain information and footnote disclosures normally included in the condensed consolidated financial statements in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC. All intercompany balances and transactions have been eliminated in the accompanying unaudited condensed consolidated financial statements. Accordingly, these unaudited interim condensed consolidated financial statements and footnotes should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto for the year ended December 31, 2016 contained in the Annual Report on Form 10-K filed with the SEC on March 7, 2017.

Principles of Consolidation

Principles of Consolidation

 

The condensed consolidated financial statements of the Company as of September 30, 2017 and December 31, 2016 included Lindblad Expeditions Holdings, Inc. and its consolidated subsidiaries All significant intercompany accounts and transactions have been eliminated in consolidation.

Reclassifications

Reclassifications

 

Certain items in the condensed consolidated financial statements of the Company have been reclassified to conform to the 2017 classification. The reclassifications had no effect on previously reported results of operations or retained earnings.

Use of Estimates

Use of Estimates

 

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements, and also affect the amounts of revenues and expenses reported for each period. Actual results could differ from those which result from using such estimates. Management utilizes various estimates, including but not limited to determining the estimated lives of long-lived assets, determining the fair value of assets acquired and liabilities assumed in business combinations, the fair value of the Company’s common stock and related warrants, the valuation of securities underlying stock-based compensation, income tax expense, the valuation of deferred tax assets, the value of contingent consideration, and to assess its litigation, other legal claims and contingencies. The results of any changes in accounting estimates are reflected in the condensed consolidated financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the period that they are determined to be necessary.

Revenue Recognition

Revenue Recognition

        

Tour revenue consists of guest ticket revenue recognized from the sale of guest tickets and other tour revenues from the sale of pre- and post-expedition excursions, hotel accommodations, land-based expeditions, 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. Revenue from the sale of guest tickets and other revenue are recognized gross, as the Company has the primary obligation in the arrangement, has discretion in supplier selection and is involved in the determination of the service specifications.

 

The Company’s tour guests remit deposits in advance of tour embarkation. Guest tour deposits consist of guest ticket revenues as well as revenues from the sale of pre- and post-expedition excursions, hotel accommodations, land-based expeditions, air transportation to and from the ships, and trip insurance. Guest tour deposits represent unearned revenues and are initially included in unearned passenger revenue in the condensed consolidated balance sheet when received. Guest deposits are subsequently recognized as tour revenues on the date of embarkation. Tour expeditions average ten days in duration. For tours in excess of ten days, the Company recognizes revenue based upon expeditions days earned. Guest cancellation fees are recognized as tour revenues at the time of the cancellation. Revenues from the sale of additional goods and services rendered onboard are recognized upon purchase.

Earnings per Common Share

Earnings per Common Share

 

Earnings per common share are computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share are computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the dilutive incremental common shares issuable upon the exercise of stock, which may include options, warrants and vesting of restricted stock, which was accounted for utilizing the treasury stock method.

 

For the three and nine months ended September 30, 2017 and 2016, the Company calculated earnings per share in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 260 and 805-40-45 as follows:

 

    For the Three Months Ended September 30,     For the Nine Months Ended September 30,  
(In thousands, except share and per share data)   2017     2016     2017     2016  
Net income attributable to Lindblad for basic and diluted earnings per share   $ 9,278     $ 7,418     $ 7,342     $ 13,539  
                                 
Weighted average shares outstanding:                                
Total weighted average shares outstanding, basic     44,457,656       45,776,443       44,528,878       45,639,608  
Effect of dilutive securities:                                
Assumed exercise of stock options, treasury method     1,260,857       764,814       1,080,682       690,272  
Total weighted average shares outstanding, diluted     45,718,513       46,541,257       45,609,560       46,329,880  
                                 
Common stock                                
Net income available to common stockholders   $ 9,278     $ 7,418     $ 7,342     $ 13,539  
                                 
Weighted average shares outstanding                                
Basic     44,457,656       45,776,443       44,528,878       45,639,608  
Diluted     45,329,487       46,541,257       45,369,017       46,329,880  
                                 
Earnings per share attributable to Lindblad                                
Basic   $ 0.21     $ 0.16     $ 0.16     $ 0.30  
Diluted   $ 0.20     $ 0.16     $ 0.16     $ 0.29  

 

For the three and nine months ended September 30, 2017, the Company determined, using the treasury stock method, there were 1,260,857 and 1,080,682 dilutive common shares, respectively, related to stock options. For the three and nine months ended September 30, 2016 the Company determined, using the treasury stock method, there were 764,814 and 690,272 dilutive common shares, respectively, related to stock options.

 

As of September 30, 2017 and 2016 there were 10,673,015 and 12,040,937, respectively, warrants outstanding to purchase common stock at a price of $11.50 per share. The Company determined these warrants were anti-dilutive and were not considered in the calculation of diluted weighted average shares outstanding.

Cash and Cash Equivalents

Cash and Cash Equivalents

 

The Company considers all highly liquid instruments with an original maturity of three months or less, as well as deposits in financial institutions, to be cash and cash equivalents.

Concentration of Credit Risk

Concentration of Credit Risk

 

The Company maintains cash in several financial institutions in the U.S. and other countries which, at times, may exceed the federally insured limits. Accounts held in the U.S. are guaranteed by the Federal Deposit Insurance Corporation up to certain limits. The Company has not experienced any losses in such accounts. As of September 30, 2017 and December 31, 2016, the Company’s cash held in financial institutions outside of the U.S. amounted $4.5 million and $2.7 million, respectively.

Restricted Cash and Marketable Securities

Restricted Cash and Marketable Securities

 

“Restricted cash and marketable securities” on the accompanying condensed consolidated balance sheets consists of:

 

  As of 
(In thousands) September 30, 2017  December 31, 2016 
 (Unaudited)    
Credit negotiation and credit card processor reserves $1,530  $5,030 
Federal Maritime Commission escrow  5,823   2,571 
Certificates of deposit and other restricted securities  1,351   1,414 
Total restricted cash and marketable securities $8,704  $9,015 

  

The amounts held in restricted cash and marketable securities represent principally funds required to be held in certificates of deposit by certain vendors and regulatory agencies and are classified as restricted assets since such amounts cannot be used by the Company until the restrictions are removed by those vendors and regulatory agencies. Interest income is recognized when earned.

 

The Company has classified marketable securities, principally money market funds, as trading securities which are recorded at market value. Unrealized gains and losses are included in current operations. Gains and losses on the disposition of securities are recognized by the specific identification method in the period in which they occur.

 

 During the first quarter of 2017, our required credit card reserves were permanently decreased by $3.5 million to $1.5 million for credit card deposits for our third-party credit card processors.

 

In order to operate guest tour expedition vessels from U.S. ports, the Company is required to post a performance bond with the Federal Maritime Commission or escrow all unearned guest deposits plus an additional 10% in restricted accounts. To satisfy this requirement, the Company entered into an agreement with a financial institution to escrow all unearned guest revenues collected for sailings from U.S. ports. Amounts in the escrow accounts include cash, certificates of deposit and marketable securities. Cost of these short-term investments approximates fair value.

Inventories and Marine Operating Supplies

Inventories and Marine Operating Supplies

 

Inventories consist primarily of gift shop merchandise and other items for resale and are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method.

 

Marine operating supplies consist primarily of fuel, provisions, spare parts, items required for maintenance, and supplies used in the operation of marine expeditions. Marine operating supplies are stated at the lower of cost or net realizable value. Cost is determined using the first-in first-out method.

Prepaid Expenses and Other Current Assets

Prepaid Expenses and Other Current Assets

 

The Company records prepaid expenses and other current assets at cost and expenses them in the period the services are provided or the goods are delivered. The Company’s prepaid expenses and other current assets consist of the following:

 

  As of
September 30,
  As of
December 31,
 
(In thousands) 2017  2016 
 (Unaudited)    
Prepaid tour expenses $10,334  $11,593 
Prepaid client insurance  2,167   2,141 
Prepaid air expense  3,074   2,432 
Prepaid port agent fees  1,457   1,038 
Prepaid income taxes  929   824 
Prepaid corporate insurance  1,748   931 
Prepaid marketing, commissions and other expenses  3,178   1,823 
Total prepaid expenses $22,887  $20,782 
Property and Equipment, Net

Property and Equipment, Net

 

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization were computed using the straight line method over the estimated useful lives of the assets, as follows:

 

    Years  
Vessels and vessel improvements     15-25  
Furniture, vehicles and equipment     5  
Computer hardware and software     5  
Leasehold improvements, including port facilities     Shorter of lease term or related asset life  

 

As of September 30, 2017, the Company owned and operated seven vessels. A new coastal vessel, the National Geographic Quest, joined the fleet in the third quarter of 2017. The Company has contracted for two additional vessels, the National Geographic Venture, a coastal vessel, is expected to be completed in the fourth quarter of 2018, and a polar ice class vessel, which is targeted to be completed in January 2020, with potential accelerated delivery to November 2019. The polar ice class contract includes options to build two additional ice class vessels, the first for delivery twelve months after the initial vessel and the second for delivery twelve months thereafter. The Company has a capital program for the improvement of its vessels and for asset replacements in order to enhance the effectiveness and efficiency of its operations; comply with, or exceed all relevant legal and statutory requirements related to health, environment, safety, security and sustainability; and gain strategic benefits or provide newer improved product innovations to its guests. 

 

Vessel improvement costs that add value to the Company’s vessels, such as those discussed above, are capitalized to the vessels and depreciated over the shorter of the improvements or the vessel’s estimated remaining useful life, while costs of repairs and maintenance, including minor improvement costs and drydock expenses, are charged to expense as incurred and included in cost of tours. Drydock costs primarily represent planned maintenance activities that are incurred when a vessel is taken out of service. For U.S. flagged ships, the statutory requirement is an annual docking and U.S. Coast Guard inspections, normally conducted in drydock. Internationally flagged ships have scheduled dockings approximately every 12 months, for a period of up to three to six weeks.

 

The Company began to capitalize interest in January 2016 for its two new build coastal vessels under accounting guidance in ASC 835-20, which requires companies to capitalize interest cost incurred during the construction of assets. The capitalized interest has been and will continue to be added to the historical cost of the asset, and depreciate over its useful life. For the nine months ended September 30, 2017, and the year ended December 31, 2016, the Company recognized $2.0 million and $1.5 million, respectively, in capitalized interest in property and equipment on the condensed consolidated balance sheet. 

Goodwill

Goodwill

 

Goodwill includes the cost of the acquired business in excess of the fair value of the tangible net assets recorded in connection with the acquisition of Natural Habitat (see Note 1 – Business). Accounting Standards Codification 350, “Intangibles – Goodwill and Other” (“ASC 350”), requires the Company to assess goodwill for impairment annually or more frequently if a triggering event occurs. Due to the acquisition of Natural Habitat on May 4, 2016, the Company recorded goodwill in the amount of $22.1 million, in Natural Habitat’s reporting unit. The Company’s policy is to first perform a qualitative assessment to determine if that it was more likely or not if Natural Habitat’s reporting unit’s carrying value is less than the fair value of the reporting unit, indicating the potential for goodwill impairment. If the reporting unit fails the qualitative test then the Company proceeds with the quantitative two step goodwill impairment calculation. During the third quarter of 2017, the Company performed a qualitative assessment of Natural Habitat’s fair value which included assessing the impact of certain factors such as general economic conditions, limitations on accessing capital, changes in forecasted operating results, and fluctuations in foreign exchange rates. Based on our qualitative assessment, we concluded that it was more-likely-than-not that the estimated fair value of Natural Habitat’s reporting unit exceeded its carrying value and thus, we did not proceed to the two-step goodwill impairment test.

Intangibles, net

Intangibles, net

 

Intangibles, net include tradenames, customer lists and operating rights. Tradenames are words, symbols, or other devices used in trade or business to indicate the source of products and to distinguish it from other products and are registered with government agencies and are protected legally by continuous use in commerce. Customer lists are established relationships with existing customers that resulted in repeat purchases and customer loyalty. Based on the Company’s analysis, amortization of the tradenames and customer lists was computed using the estimated useful lives of 15 and 5 years, respectively.

 

The Company operates two vessels year-round in the Galápagos National Park in Ecuador: the National Geographic Endeavour II with 95 berths and the National Geographic Islander with 47 berths. In order to operate these vessels within the park, the Company is required to have in its possession cupos (licenses) sufficient to cover the total available berths on each vessel.

 

In June 2015, a new Ecuadorian Special Law for Protected Areas was approved, and was updated in November 2015. A Presidential Decree issued by President Correa of Ecuador in November 2015 established that cupos, which were in effect as of July 2015, will have a validity of nine years so the Company’s operating rights are up for renewal in July 2024. The current “owners” of the cupos will have the opportunity to re-apply for them, but any other enterprise or individual will have the opportunity to bid for the cupos. All bidders must present proof that they fulfill the conditions to properly utilize the license (access to a vessel, experience in tourism, proven environmental behavior, marketing, etc.). While the Company believes that, based on the expected criteria to retain cupos and its past operating history in the Galápagos, there is a strong possibility that the Company will retain its cupos, from an accounting perspective, it will assume they retain no value after July 2024. Once the renewal process has begun and if it can be determined that the Company will be successful in its bid, then the Company will adjust its amortization prospectively.

 

Upon the occurrence of a triggering event, the assessment of possible impairment of the Company’s intangibles, net will be based on the Company’s ability to recover the carrying value of its asset, which is determined by using the asset’s estimated undiscounted future cash flows. If these estimated undiscounted future cash flows are less than the carrying value of the asset, an impairment charge is recognized for the excess, if any, of the asset’s carrying value over its estimated fair value. A significant amount of judgment is required in estimating the future cash flows and fair values of its tradenames, customer lists and operating rights. As of September 30, 2017 and December 31, 2016, there was no triggering event and the Company did not record an impairment for intangible assets.

Long-Lived Assets

Long-Lived Assets

 

The Company reviews its long-lived assets, principally its vessels, for impairment whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. Upon the occurrence of a triggering event, the assessment of possible impairment is based on the Company’s ability to recover the carrying value of its asset, which is determined by using the asset’s estimated undiscounted future cash flows. If these estimated undiscounted future cash flows are less than the carrying value of the asset, an impairment charge is recognized for the excess, if any, of the asset’s carrying value over its estimated fair value. A significant amount of judgment is required in estimating the future cash flows and fair values of its vessels. As of September 30, 2017 and December 31, 2016, there was no triggering event that caused, nor did the Company record, an impairment of its long-lived assets.

Accounts Payable and Accrued Expenses

Accounts Payable and Accrued Expenses

 

The Company records accounts payable and accrued expenses for the cost of such items when the service is provided or when the related product is delivered. The Company’s accounts payable and accrued expenses consist of the following:

 

  As of
September 30,
  As of
December 31,
 
(In thousands) 2017  2016 
 (Unaudited)    
Accounts payable $5,341  $7,573 
Accrued other expense  6,152   5,999 
Bonus compensation liability  3,451   4,186 
Employee liability  3,089   3,494 
Income tax liabilities  1,554   884 
New build liability  -   4,011 
Travel certificate liability  1,147   1,218 
Refunds and commissions payable  841   1,454 
Royalty payable  1,881   1,468 
Accrued travel insurance expense  354   375 
Total accounts payable and accrued expenses $23,810  $30,662 
Fair Value Measurements and Disclosure

Fair Value Measurements and Disclosure

 

The Company applies ASC 820, “Fair Value Measurements and Disclosures,” which expands disclosures for assets and liabilities that are measured and reported at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows:

 

 Level 1Quoted market prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at measurement date.

 

 Level 2Quoted market prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. Fair value is determined through the use of models or other valuation methodologies.
   
 Level 3Significant unobservable inputs for assets or liabilities that cannot be corroborated by market data. Fair value is determined by the reporting entity’s own assumptions utilizing the best information available, and includes situations where there is little market activity for the investment.

 

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 agreement were comparable to the market as of September 30, 2017 and December 31, 2016. As of September 30, 2017 and December 31, 2016, the Company had no other liabilities that were measured at fair value on a recurring basis.

 

The asset’s or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement.

Income Taxes

Income Taxes

 

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The measurement of net deferred tax assets is reduced by the amount of any tax benefit that, based on available evidence, is not expected to be realized, and a corresponding valuation allowance is established. The determination of the required valuation allowance against net deferred tax assets was made without taking into account the deferred tax liabilities created from the book and tax differences on indefinite-lived assets.

 

The Company accounts for income taxes using the asset and liability method, under which it recognizes deferred income taxes for the tax consequences attributable to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities, as well as for tax loss carryforwards and tax credit carryforwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The Company recognizes the effect on deferred taxes of a change in tax rates in income in the period that includes the enactment date. The Company provides a valuation allowance against deferred tax assets if, based upon the weight of available evidence, the Company does not believe it is “more-likely-than-not” that some or all of the deferred tax assets will be realized. The Company will continue to evaluate the deferred tax asset valuation allowance balances in all of our foreign and U.S. companies to determine the appropriate level of valuation allowances.

 

The Company is subject to income taxes in both the U.S. and the non-U.S. jurisdictions in which it operates. The Company regularly assesses the potential outcome of current and future examinations in each of the taxing jurisdictions when determining the adequacy of the provision for income taxes. The Company has only recorded financial statement benefits for tax positions which it believes reflect the “more-likely-than-not” criteria of FASB’s authoritative guidance on accounting for uncertainty in income taxes, and it has established income tax reserves in accordance with this guidance where necessary. Once a financial statement benefit for a tax position is recorded or a tax reserve is established, the Company adjusts it only when there is more information available or when an event occurs necessitating a change. 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 September 30, 2017, and December 31, 2016, the Company had a liability for unrecognized tax benefits of $0.4 million, included in other long-term liabilities on the Company’s condensed consolidated balance sheets. The guidance also discusses the classification of related interest and penalties on income taxes. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. During the nine months ended September 30, 2017 and 2016, interest and penalties related to uncertain tax positions included in income tax expense are immaterial. 

 

The Company is subject to tax audits in all jurisdictions for which it files tax returns. Tax audits by their very nature are often complex and can require several years to complete. Currently, there are no U.S. federal, state or foreign jurisdiction tax audits pending. The Company’s corporate U.S. federal and state tax returns for the current year and the three prior years remain subject to examination by tax authorities and the Company’s foreign tax returns for the current year and the four prior years remain subject to examination by tax authorities.

Stock-Based Compensation

Stock-Based Compensation

 

The Company accounts for equity instruments issued to employees, non-employee Directors or other service providers in accordance with accounting guidance that requires that awards are recorded at their fair value on the date of grant and are amortized over the service period of the award. The Company recognizes compensation costs on a straight-line basis over the requisite service period of the award, which is generally the vesting term of the equity instrument issued. To the extent that an equity award later becomes eligible to be put back to the Company, then the fair value of that award or those exercised shares are transferred out of additional paid-in-capital to a liability account and is thereafter marked-to-market annually to fair value.

Segment Reporting

Segment Reporting

 

We are an expedition and adventure travel operator with operations in two segments, Lindblad and Natural Habitat. We evaluate the performance of our business based largely on the results of our operating segments. We provide discrete financial information in total, by ship and type of ship. The chief operating decision maker, or CODM, and management review operating results monthly, and base operating decisions on the total results at a consolidated level, as well as at a segment level. Our reports provided to the Board of Directors are at a consolidated level and also contain information regarding the separate results of both segments. Management performance and related compensation is primarily based on total results. While both segments have similar characteristics, the two operating and reporting segments cannot be aggregated because they fail to meet the ASC 280 requirements for aggregation.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

In August 2017, FASB issued accounting Standards Update ASU No. 2017-12, Derivatives and Hedging (Topic 815) Targeted Improvements to Accounting for Hedging Activities. The FASB’s new guidance will make more financial and nonfinancial hedging strategies eligible for hedge accounting. It also amends the presentation and disclosure requirements and changes how companies assess effectiveness. It is intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting, and increase transparency as to the scope and results of hedging programs. The requirement is for public business entities to apply this update prospectively for all new awards after annual reporting periods beginning December 15, 2018 with early adoption permitted, including in current period. Management is currently assessing the impact this guidance will have on the condensed consolidated financial statements of the Company. 

 

In May 2017, FASB, issued Accounting Standards Update ASU No. 2017-09, Compensation-Stock Compensation (Topic 718) Scope of Modification Accounting. An entity may change the terms or conditions of a share-based payment award for many different reasons, and the nature and effect of the change can vary significantly. The FASB Accounting Standards Codification currently defines the term modification as “a change in any of the terms or conditions of a share-based payment award”. Under the new guidance, modification accounting treatment will be utilized unless all three of the following criteria have been met; the fair value of the original award is the same as the fair value of the modified award; vesting period did not change; and the classification of the award has not changed. The requirement is for public business entities to apply this update prospectively for all new awards after annual reporting periods beginning December 15, 2017. The Company plans to adopt this ASU in the first quarter of 2018 as per guidance and does not expect the prospective application to have a material impact to the Company’s condensed consolidated financial statements.

 

In January 2017, FASB issued Accounting Standards Update ASU No. 2017-04, Intangibles and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The pronouncement eliminates Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities). Now the entity compares the fair value of the reporting unit with its carrying amount. The requirement is for public business entities to apply the guidance to annual reporting periods beginning after December 15, 2019. Early adoption is permitted for interim or annual impairment tests after January 1, 2017. The Company does not believe the adoption of this ASU will have a material impact prospectively, to the Company’s condensed consolidated financial statements.

 

In January 2017, FASB issued Accounting Standards Update ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The amendment was issued to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this ASU provide a screen to determine when a set (inputs and processes that produce an output) is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. The requirement is for public business entities to apply the guidance to annual reporting periods beginning after December 15, 2017. The Company does not believe the adoption of this ASU will have a material impact prospectively, to the Company’s condensed consolidated financial statements.

v3.8.0.1
Summary of Significant Accounting Policies (Tables)
9 Months Ended
Sep. 30, 2017
Summary of Significant Accounting Policies [Abstract]  
Schedule of calculated earnings per share
    For the Three Months Ended September 30,     For the Nine Months Ended September 30,  
(In thousands, except share and per share data)   2017     2016     2017     2016  
Net income attributable to Lindblad for basic and diluted earnings per share   $ 9,278     $ 7,418     $ 7,342     $ 13,539  
                                 
Weighted average shares outstanding:                                
Total weighted average shares outstanding, basic     44,457,656       45,776,443       44,528,878       45,639,608  
Effect of dilutive securities:                                
Assumed exercise of stock options, treasury method     1,260,857       764,814       1,080,682       690,272  
Total weighted average shares outstanding, diluted     45,718,513       46,541,257       45,609,560       46,329,880  
                                 
Common stock                                
Net income available to common stockholders   $ 9,278     $ 7,418     $ 7,342     $ 13,539  
                                 
Weighted average shares outstanding                                
Basic     44,457,656       45,776,443       44,528,878       45,639,608  
Diluted     45,329,487       46,541,257       45,369,017       46,329,880  
                                 
Earnings per share attributable to Lindblad                                
Basic   $ 0.21     $ 0.16     $ 0.16     $ 0.30  
Diluted   $ 0.20     $ 0.16     $ 0.16     $ 0.29
Schedule of restricted cash and marketable securities
  As of 
(In thousands) September 30, 2017  December 31, 2016 
 (Unaudited)    
Credit negotiation and credit card processor reserves $1,530  $5,030 
Federal Maritime Commission escrow  5,823   2,571 
Certificates of deposit and other restricted securities  1,351   1,414 
Total restricted cash and marketable securities $8,704  $9,015 
Summary of prepaid expenses and other current assets
  As of
September 30,
  As of
December 31,
 
(In thousands) 2017  2016 
 (Unaudited)    
Prepaid tour expenses $10,334  $11,593 
Prepaid client insurance  2,167   2,141 
Prepaid air expense  3,074   2,432 
Prepaid port agent fees  1,457   1,038 
Prepaid income taxes  929   824 
Prepaid corporate insurance  1,748   931 
Prepaid marketing, commissions and other expenses  3,178   1,823 
Total prepaid expenses $22,887  $20,782 
Schedule of straight line method over the estimated useful lives of the assets
  Years 
Vessels and vessel improvements  15-25 
Furniture, vehicles and equipment  5 
Computer hardware and software  5 
Leasehold improvements, including port facilities  Shorter of lease term or related asset life 
Summary of accounts payable and accrued expenses
  As of
September 30,
  As of
December 31,
 
(In thousands) 2017  2016 
 (Unaudited)    
Accounts payable $5,341  $7,573 
Accrued other expense  6,152   5,999 
Bonus compensation liability  3,451   4,186 
Employee liability  3,089   3,494 
Income tax liabilities  1,554   884 
New build liability  -   4,011 
Travel certificate liability  1,147   1,218 
Refunds and commissions payable  841   1,454 
Royalty payable  1,881   1,468 
Accrued travel insurance expense  354   375 
Total accounts payable and accrued expenses $23,810  $30,662 
v3.8.0.1
Long-Term Debt (Tables)
9 Months Ended
Sep. 30, 2017
Long-Term Debt [Abstract]  
Schedule of long-term debt

 

  As of September 30, 2017  As of December 31, 2016 
  (Unaudited)    
(In thousands) Principal  Discount and Deferred Financing Costs, net  Balance, net of discount  Principal  Discount and Deferred Financing Costs, net  Balance, net of discount 
Note payable $2,525  $-  $2,525  $2,525  $-  $2,525 
Credit Facility  171,063   (7,673)  163,390   172,375   (9,022)  163,353 
Total long-term debt  173,588   (7,673)  165,915   174,900   (9,022)  165,878 
Less current portion  (1,750)  -   (1,750)  (1,750)  -   (1,750)
Total long-term debt, non-current $171,838  $(7,673) $164,165  $173,150  $(9,022) $164,128 
v3.8.0.1
Acquistion (Tables)
9 Months Ended
Sep. 30, 2017
Acquistion [Abstract]  
Summary of purchase price, assets acquired and liabilities assumed

  As of Acquisition
Date
 
Cash consideration $14,850 
Long-term debt - non-cash  2,525 
Lindblad restricted shares (264,208 shares) - non-cash  2,650 
Total purchase price $20,025 
     
Assets acquired:    
Cash and cash equivalents $4,904 
Prepaid expenses and other current assets  9,623 
Property and equipment  2,068 
Goodwill and other intangibles  28,305 
Total assets $44,900 
     
Liabilities assumed:    
Accounts payable and accrued expenses $2,472 
Unearned passenger revenues  15,000 
Deferred tax liability  2,428 
Noncontrolling interest in consolidated subsidiaries  4,975 
Total liabilities $24,875 
     
Total cash price paid upon acquisition and fair value of existing equity interest $20,025 
Summary of unaudited pro forma presents consolidated information
  Pro Forma for Nine Month Period Ended 
  

September 30,
2016

 
(In thousands) Unaudited 
   
Revenues $197,845 
Operating income $19,915 
v3.8.0.1
Commitments and Contingencies (Tables)
9 Months Ended
Sep. 30, 2017
Commitments and Contingencies [Abstract]  
Summary of future minimum payments on charter agreements
For the Years Ended December 31, Amount 
(Unaudited) (In thousands) 
2017 (Three Months)  1,946 
2018  10,450 
2019  6,570 
2020  272 
Total $19,238 
v3.8.0.1
Segment Information (Tables)
9 Months Ended
Sep. 30, 2017
Segment Information [Abstract]  
Summary of operating results for the business segments
  For the Three Months Ended  For the Nine Months Ended 
  September 30,  September 30, 
(In thousands) 2017  2016  Change  %  2017  2016*  Change  % 
                         
Tour revenues:                                
Lindblad $67,451  $56,175  $11,276   20% $167,891  $165,936  $1,955   1%
Natural Habitat  17,133   14,599   2,534   17%  35,392   20,282   15,110   74%
Total tour revenues $84,584  $70,774  $13,810   20% $203,283  $186,218  $17,065   9%
Operating (loss) income:                                
Lindblad $12,070  $9,863  $2,207   22% $12,386  $19,038  $(6,652)  (35%)
Natural Habitat  1,479   306   1,173   383%  873   (488)  1,361   (279%)
Total operating income  13,549   10,169   3,380   33%  13,259   18,550   (5,291)  (29%)

 

* 2016 results for Natural Habitat represent activity from the acquisition date of May 2016 through September 30, 2016.

Schedule of amortization of intangible assets
(In millions)   As of September 30, 2017     As of December 31, 2016  
Total Assets            
Lindblad Segment   $ 372     $ 366  
Natural Habitat Segment   $ 49     $ 42  
Total Assets   $ 421     $ 408  
                 
Goodwill                
Natural Habitat Segment   $ 22     $ 22  
Total Goodwill   $ 22     $ 22  
                 
Intangibles, net                
Lindblad Segment   $ 5     $ 5  
Natural Habitat Segment   $ 5     $ 6  
Total Intangibles, net   $ 10     $ 11
v3.8.0.1
Business (Details)
9 Months Ended
May 04, 2016
Sep. 30, 2017
National Geographic [Member]    
Business (Textual)    
Description of agreement   The arrangement with National Geographic extends through 2025.
Lindblad Expeditions Holdings, Inc. [Member] | Natural Habitat acquisition [Member]    
Business (Textual)    
Ownership interest, description The Company acquired an 80.1% ownership interest.  
Percentage of noncontrolling interest 19.90%  
Description of business acquisition This agreement with WWF extends through 2023.  
v3.8.0.1
Summary of Significant Accounting Policies (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Summary of Significant Accounting Policies [Abstract]        
Net income attributable to Lindblad for basic and diluted earnings per share $ 9,278 $ 7,418 $ 7,342 $ 13,539
Weighted average shares outstanding:        
Total weighted average shares outstanding, basic 44,457,656 45,776,443 44,528,878 45,639,608
Effect of dilutive securities:        
Assumed exercise of stock options, treasury method 1,260,857 764,814 1,080,682 690,272
Total weighted average shares outstanding, diluted 45,718,513 46,541,257 45,609,560 46,329,880
Common stock        
Net income available to common stockholders $ 9,278 $ 7,418 $ 7,342 $ 13,539
Weighted average shares outstanding        
Basic 44,457,656 45,776,443 44,528,878 45,639,608
Diluted 45,718,513 46,541,257 45,609,560 46,329,880
Earnings per share attributable to Lindblad        
Basic $ 0.21 $ 0.16 $ 0.16 $ 0.30
Diluted $ 0.20 $ 0.16 $ 0.16 $ 0.29
v3.8.0.1
Summary of Significant Accounting Policies (Details 1) - USD ($)
$ in Thousands
Sep. 30, 2017
Dec. 31, 2016
Restricted cash and marketable securities:    
Total restricted cash and marketable securities $ 8,704 $ 9,015
Certificates of deposit and other restricted securities [Member]    
Restricted cash and marketable securities:    
Total restricted cash and marketable securities 1,351 1,414
Federal Maritime Commission escrow [Member]    
Restricted cash and marketable securities:    
Total restricted cash and marketable securities 5,823 2,571
Credit negotiation and credit card processor reserves [Member]    
Restricted cash and marketable securities:    
Total restricted cash and marketable securities $ 1,530 $ 5,030
v3.8.0.1
Summary of Significant Accounting Policies (Details 2) - USD ($)
$ in Thousands
Sep. 30, 2017
Dec. 31, 2016
Summary of Significant Accounting Policies [Abstract]    
Prepaid tour expenses $ 10,334 $ 11,593
Prepaid client insurance 2,167 2,141
Prepaid air expense 3,074 2,432
Prepaid port agent fees 1,457 1,038
Prepaid income taxes 929 824
Prepaid corporate insurance 1,748 931
Prepaid marketing, commissions and other expenses 3,178 1,823
Total prepaid expenses $ 22,887 $ 20,782
v3.8.0.1
Summary of Significant Accounting Policies (Details 3)
9 Months Ended
Sep. 30, 2017
Vessels and vessel improvements [Member] | Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Property and equipment, estimated useful life 25 years
Vessels and vessel improvements [Member] | Minimum [Member]  
Property, Plant and Equipment [Line Items]  
Property and equipment, estimated useful life 15 years
Furniture, vehicles and equipment [Member]  
Property, Plant and Equipment [Line Items]  
Property and equipment, estimated useful life 5 years
Computer hardware and software [Member]  
Property, Plant and Equipment [Line Items]  
Property and equipment, estimated useful life 5 years
Leasehold improvements, including port facilities [Member]  
Property, Plant and Equipment [Line Items]  
Leasehold improvements, including expedition sites and port facilities Shorter of lease term or related asset life
v3.8.0.1
Summary of Significant Accounting Policies (Details 4) - USD ($)
$ in Thousands
Sep. 30, 2017
Dec. 31, 2016
Summary of Significant Accounting Policies [Abstract]    
Accounts payable $ 5,341 $ 7,573
Accrued other expense 6,152 5,999
Bonus compensation liability 3,451 4,186
Employee liability 3,089 3,494
Income tax liabilities 1,554 884
New build liability 4,011
Travel certificate liability 1,147 1,218
Refunds and commissions payable 841 1,454
Royalty payable 1,881 1,468
Accrued travel insurance expense 354 375
Total accounts payable and accrued expenses $ 23,810 $ 30,662
v3.8.0.1
Summary of Significant Accounting Policies (Details Textual)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2017
USD ($)
$ / shares
shares
Sep. 30, 2016
$ / shares
shares
Sep. 30, 2017
USD ($)
Operatingsegments
Reportablesegments
$ / shares
shares
Sep. 30, 2016
$ / shares
shares
Mar. 31, 2017
USD ($)
Dec. 31, 2016
USD ($)
Summary of Significant Accounting Policies (Textual)            
Anti-dilutive excluded potential common shares | shares 1,260,857 764,814 1,080,682 690,272    
Goodwill $ 22,105   $ 22,105     $ 22,105
Number of vessels, description     As of September 30, 2017, the Company owned and operated seven vessels. A new coastal vessel, the National Geographic Quest, joined the fleet in the third quarter of 2017 and the Company has contracted for another coastal vessel, the National Geographic Venture, expected to be completed in the fourth quarter of 2018.      
Cash held in financial institutions 4,500   $ 4,500     2,700
Credit card reserves         $ 3,500  
Credit card deposits         $ 1,500  
Unrecognized tax benefits 400   $ 400     400
Performance bond, description     In order to operate guest tour expedition vessels from U.S. ports, the Company is required to post a performance bond with the Federal Maritime Commission or escrow all unearned guest deposits plus an additional 10% in restricted accounts.      
Number of operating segments | Operatingsegments     2      
Number of reportable segments | Reportablesegments     2      
Capitalized interest in property and equipment $ 2,000   $ 2,000     $ 1,500
Unvested restricted shares [Member]            
Summary of Significant Accounting Policies (Textual)            
Anti-dilutive excluded potential common shares | shares        
Weighted average value per share | $ / shares        
Warrant [Member]            
Summary of Significant Accounting Policies (Textual)            
Anti-dilutive excluded potential common shares | shares     10,673,015 12,040,937    
Warrants to purchase common stock at price | $ / shares $ 11.50 $ 11.50 $ 11.50 $ 11.50    
Tradenames [Member]            
Summary of Significant Accounting Policies (Textual)            
Intangibles, estimated useful life     15 years      
Customer lists [Member]            
Summary of Significant Accounting Policies (Textual)            
Intangibles, estimated useful life     5 years      
v3.8.0.1
Long-Term Debt (Details) - USD ($)
$ in Thousands
Sep. 30, 2017
Dec. 31, 2016
Debt Instrument [Line Items]    
Principal, Total long-term debt $ 173,588 $ 174,900
Discount and Deferred Financing Costs, net Total long-term debt (7,673) (9,022)
Balance, net of discount, Total long-term debt 165,915 165,878
Principal, Less current portion (1,750) (1,750)
Discount and Deferred Financing Costs, net Less current portion
Balance, net of discount, Less current portion (1,750) (1,750)
Principal, Total long-term debt, non-current 171,838 173,150
Discount and Deferred Financing Costs, net Total long-term debt, non-current (7,673) (9,022)
Balance, net of discount, Total long-term debt, non-current 164,165 164,128
Note payable [Member]    
Debt Instrument [Line Items]    
Principal, Total long-term debt 2,525 2,525
Discount and Deferred Financing Costs, net Total long-term debt
Balance, net of discount, Total long-term debt 2,525 2,525
Credit Facility [Member]    
Debt Instrument [Line Items]    
Principal, Total long-term debt 171,063 172,375
Discount and Deferred Financing Costs, net Total long-term debt (7,673) (9,022)
Balance, net of discount, Total long-term debt $ 163,390 $ 163,353
v3.8.0.1
Long-Term Debt (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
May 04, 2016
Mar. 07, 2016
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Long-Term Debt (Textual)            
Amortization of debt discount and deferred financing costs         $ 1,662 $ 2,582
Credit Facility [Member]            
Long-Term Debt (Textual)            
Interest rate     5.95%   5.95%  
Description of interest rate   Borrowings under the Loans bear interest at an adjusted ICE Benchmark Administration LIBO Rate (subject to a floor of 1.00%) plus a spread of 4.50%.     Borrowings under the Revolving Credit Facility bear interest at an adjusted ICE Benchmark Administration LIBO Rate plus a spread of 4.00%, or, at the option of the Company, an alternative base rate plus a spread of 3.00%. The Company is also required to pay a 0.50% annual commitment fee on undrawn amounts under the Revolving Credit Facility, which matures on May 8, 2020.  
Credit facility, Expiration date         May 08, 2020  
Amortization of debt discount and deferred financing costs     $ 600 $ 500 $ 1,700 $ 1,700
Cayman Term Loan [Member] | Credit Facility [Member]            
Long-Term Debt (Textual)            
Debt maturity date         May 08, 2021  
Note payable [Member]            
Long-Term Debt (Textual)            
Debt maturity date Dec. 31, 2020          
Unsecured promissory note $ 2,500          
Promissory note interest rate 1.44%          
Credit Agreement [Member] | U.S. Term loan [Member]            
Long-Term Debt (Textual)            
Maximum borrowing capacity   $ 155,000        
Debt maturity date         May 08, 2021  
Credit Agreement [Member] | Cayman Term Loan [Member]            
Long-Term Debt (Textual)            
Outstanding principal amount   20,000        
Restated Credit Facility [Member] | Term Loan [Member]            
Long-Term Debt (Textual)            
Secured debt   175,000        
Restated Credit Facility [Member] | Incremental Revolving Credit Facility [Member]            
Long-Term Debt (Textual)            
Secured debt   45,000        
Restated Credit Facility [Member] | Letter of Credit Subfacility [Member]            
Long-Term Debt (Textual)            
Secured debt   $ 5,000        
v3.8.0.1
Acquistion (Details)
$ in Thousands
May 04, 2016
USD ($)
Acquistion [Abstract]  
Cash consideration $ 14,850
Long-term debt - non-cash 2,525
Lindblad restricted shares (264,208 shares) - non-cash 2,650
Total purchase price 20,025
Assets acquired:  
Cash and cash equivalents 4,904
Prepaid expenses and other current assets 9,623
Property and equipment 2,068
Goodwill and other intangibles 28,305
Total assets 44,900
Liabilities assumed:  
Accounts payable and accrued expenses 2,472
Unearned passenger revenues 15,000
Deferred tax liability 2,428
Noncontrolling interest in consolidated subsidiaries 4,975
Total liabilities 24,875
Total cash price paid upon acquisition and fair value of existing equity interest $ 20,025
v3.8.0.1
Acquistion (Details 1)
$ in Thousands
9 Months Ended
Sep. 30, 2016
USD ($)
Acquistion [Abstract]  
Revenues $ 197,845
Operating income $ 19,915
v3.8.0.1
Acquistion (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 5 Months Ended 9 Months Ended
May 04, 2016
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Acquistion (Textual)          
Ownership interest acquired 80.10%        
Restricted shares 264,208        
Noncontrolling interest percentage 19.90%        
Acquisition costs related to acquisition $ 1,000        
Acquired business contributed revenues         $ 197,845
Acquired business operating loss         $ 19,915
Lindblad Expeditions, Inc. [Member]          
Acquistion (Textual)          
Acquired business contributed revenues   $ 17,100   $ 35,400  
Acquired business operating loss   1,500   $ 800  
Natural Habitat Inc. [Member]          
Acquistion (Textual)          
Acquired business contributed revenues   14,600 $ 20,300    
Acquired business operating loss   $ 300 $ 500    
v3.8.0.1
Employee Benefit Plan (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Employee Benefit Plan (Textual)        
Percentage of employer match of employee contributions     30.00% 30.00%
Annual maximum amount of employee contributions     $ 2,100 $ 1,800
Benefit plan contribution recorded with general and administrative expenses $ 100,000 $ 100,000 $ 300,000 $ 200,000
v3.8.0.1
Stockholders' Equity (Details)
$ / shares in Units, $ in Millions
1 Months Ended 3 Months Ended 9 Months Ended
Apr. 03, 2017
$ / shares
shares
Jan. 10, 2017
installment
$ / shares
shares
Aug. 02, 2017
USD ($)
$ / shares
shares
Mar. 31, 2017
USD ($)
$ / shares
shares
Nov. 30, 2016
USD ($)
Nov. 30, 2015
USD ($)
Sep. 30, 2017
USD ($)
$ / shares
shares
Sep. 30, 2017
USD ($)
$ / shares
shares
Dec. 31, 2016
$ / shares
shares
Sep. 30, 2016
$ / shares
Apr. 30, 2016
shares
Stockholders' Equity (Textual)                      
Total common and preferred shares, shares authorized             201,000,000 201,000,000 201,000,000    
Preferred stock, shares authorized             1,000,000 1,000,000 1,000,000    
Preferred stock, par value | $ / shares             $ 0.0001 $ 0.0001 $ 0.0001    
Common stock, shares authorized             200,000,000 200,000,000 200,000,000    
Common stock, par value | $ / shares             $ 0.0001 $ 0.0001 $ 0.0001    
Stock and warrant repurchase | $               $ 8.1      
Stock and warrant repurchase, shares               855,776      
Share based payment award, description Company awarded 126,953 of targeted PSUs with the number of shares determined based upon the closing price of our common stock on March 31, 2017 of $8.96.                    
Warrants outstanding             10,673,015 10,673,015 11,186,387    
Common stock, shares outstanding             45,155,621 45,155,621 45,659,762    
Minimum [Member]                      
Stockholders' Equity (Textual)                      
Percentage of level ranging               0.00%      
Maximum [Member]                      
Stockholders' Equity (Textual)                      
Percentage of level ranging               200.00%      
Common Stock [Member]                      
Stockholders' Equity (Textual)                      
Stock and warrant repurchase | $               $ 5.1      
Stock and warrant repurchase, shares               547,058      
Warrant [Member]                      
Stockholders' Equity (Textual)                      
Stock and warrant repurchase | $             $ 13.9 $ 1.1      
Stock and warrant repurchase, shares             5,426,985 513,372      
Warrants to purchase common stock at price | $ / shares             $ 11.50 $ 11.50   $ 11.50  
RSU [Member]                      
Stockholders' Equity (Textual)                      
Shares granted 171,393                    
Grant price | $ / shares $ 8.98                    
Board of Directors [Member]                      
Stockholders' Equity (Textual)                      
Stock and warrant repurchase | $         $ 35.0 $ 20.0          
Stock and warrant repurchase value increased | $         $ 15.0            
Mr. Lindblad [Member] | Restricted Stock [Member]                      
Stockholders' Equity (Textual)                      
Shares granted   716,550                  
Grant price | $ / shares   $ 9.65                  
Shares available for grant                     1,000,000
Shares transferred to pay for payroll withholdings, shares   93,320                  
Shares vested   238,850                  
Number of installments | installment   3                  
Share based payment award, description   The grants vest in three equal installments with the first vesting date of January 10, 2017 and the remaining two vesting dates of January 10, 2018 and 2019, respectively.                  
Mr. Lindblad [Member] | 2016 CEO Share Allocation Plan [Member]                      
Stockholders' Equity (Textual)                      
Shares available for grant                     1,000,000
Stock Options [Member]                      
Stockholders' Equity (Textual)                      
Grant price | $ / shares     $ 1.76 $ 1.76              
Shares transferred to pay for payroll withholdings, shares     28,192 23,145              
Shares, exercised     95,542 95,542              
Warrants to purchase common stock at price | $ / shares     $ 9.76 $ 8.72              
Number of shares required exercise proceeds     17,229 19,284              
Value of shares required exercise | $     $ 0.2 $ 0.2              
Balance of option shares issued     50,121 53,113              
v3.8.0.1
Commitments and Contingencies (Details) - Charter Commitments [Member]
$ in Thousands
Sep. 30, 2017
USD ($)
Summary of future minimum payments  
2017 (Three Months) $ 1,946
2018 10,450
2019 6,570
2020 272
Total $ 19,238
v3.8.0.1
Commitments and Contingencies (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 5 Months Ended 9 Months Ended
Nov. 01, 2017
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Dec. 31, 2016
Commitments and Contingencies (Textual)              
Risk of loss or damage, Description         The company paid Ice Floe $53.6 million related to the National Geographic Quest and the vessel was delivered in July of 2017. The Company amended the agreement for the second vessel, the National Geographic Venture, in October 2017. The current contract price is $57.0 million and the vessel is scheduled to be completed in the fourth quarter of 2018, subject to extension for certain events, such as change orders. As of September 30, 2017, the Company has paid Ice Floe, LLC $18.1 million related to the National Geographic Venture. The Company may terminate the applicable Agreement in the event the Builder fails to deliver the vessel within one hundred eighty days of the applicable due date or the Builder becomes insolvent or otherwise bankrupt.    
Total of royalty fee and annual gross sales fee   $ 11,676 $ 10,164   $ 31,521 $ 29,294  
Insurance revenue   200     $ 1,900    
Subsequent Event [Member]              
Commitments and Contingencies (Textual)              
Percentage of purchase price 20.00%            
Nichols Brothers Boat Builders [Member]              
Commitments and Contingencies (Textual)              
Vessel Construction Agreements, Description         On December 2, 2015, the Company entered into two separate Vessel Construction Agreements, (collectively, the "Agreements") with Ice Floe, LLC, a Washington limited liability company doing business as Nichols Brothers Boat Builders (the "Builder"). The Agreements provide for the Builder to construct two new 236-foot 100-passenger cruise vessels.    
National Geographic [Member]              
Commitments and Contingencies (Textual)              
Balance outstanding   1,900     $ 1,900   $ 1,500
National Geographic [Member] | Royalty Agreement [Member]              
Commitments and Contingencies (Textual)              
Royalty expense   1,600 1,200   3,900 $ 3,600  
World Wildlife Fund [Member] | Royalty Agreement [Member]              
Commitments and Contingencies (Textual)              
Total of royalty fee and annual gross sales fee   200 $ 200 $ 300 400    
National Geographic Venture [Member]              
Commitments and Contingencies (Textual)              
Cruise vessels at a purchase price   $ 18,100     $ 18,100    
Ulstein Verft [Member] | Subsequent Event [Member]              
Commitments and Contingencies (Textual)              
Vessel Construction Agreements, Description The Company entered into an agreement with Ulstein Verft to construct a polar ice class vessel with a total purchase price of 1,066.0 million Norwegian Kroner (NOK).            
Cruise vessels at a purchase price $ 134,600            
v3.8.0.1
Segment Information (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Tour revenues:        
Total tour revenues $ 84,584 $ 70,774 $ 203,283 $ 186,218
Total tour revenues, Change $ 13,810   $ 17,065  
Total tour revenues, % 20.00%   9.00%  
Operating (loss) income:        
Total operating income $ 13,548 10,169 $ 13,260 18,550
Total operating income, Change $ 3,380   $ (5,291)  
Total operating income, % 33.00%   (29.00%)  
Lindblad [Member]        
Tour revenues:        
Total tour revenues $ 67,451 56,175 $ 167,891 165,936
Total tour revenues, Change $ 11,276   $ 1,955  
Total tour revenues, % 20.00%   1.00%  
Operating (loss) income:        
Total operating income $ 12,070 9,863 $ 12,386 19,038
Total operating income, Change $ 2,207   $ (6,652)  
Total operating income, % 22.00%   (35.00%)  
Natural Habitat [Member]        
Tour revenues:        
Total tour revenues [1] $ 17,133 14,599 $ 35,392 20,282
Total tour revenues, Change [1] $ 2,534   $ 15,110  
Total tour revenues, % [1] 17.00%   74.00%  
Operating (loss) income:        
Total operating income [1] $ 1,479 $ 306 $ 873 $ (488)
Total operating income, Change [1] $ 1,173   $ 1,361  
Total operating income, % [1] 383.00%   (279.00%)  
[1] 2016 results for Natural Habitat represent activity from the acquisition date of May 2016 through September 30, 2016.
v3.8.0.1
Segment Information (Details 1) - USD ($)
$ in Thousands
Sep. 30, 2017
Dec. 31, 2016
Segment Reporting Information [Line Items]    
Total Assets $ 420,527 $ 407,701
Total Goodwill 22,105 22,105
Total Intangibles, net 9,948 11,132
Lindblad Segment [Member]    
Segment Reporting Information [Line Items]    
Total Assets 372,000 366,000
Total Intangibles, net 5,000 5,000
Natural Habitat Segment [Member]    
Segment Reporting Information [Line Items]    
Total Assets 49,000 42,000
Total Goodwill 22,000 22,000
Total Intangibles, net $ 5,000 $ 6,000
v3.8.0.1
Segment Information (Details Textual) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Natural Habitat Segment [Member]        
Segment Information (Textual)        
Amortization expense $ 0.2 $ 0.2 $ 0.6 $ 0.3