LINDBLAD EXPEDITIONS HOLDINGS, INC., 10-K filed on 3/10/2023
Annual Report
v3.22.4
Document And Entity Information - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Feb. 20, 2023
Jun. 30, 2022
Document Information [Line Items]        
Entity Central Index Key 0001512499      
Entity Registrant Name LINDBLAD EXPEDITIONS HOLDINGS, INC.      
Amendment Flag false      
Current Fiscal Year End Date --12-31      
Document Fiscal Period Focus FY      
Document Fiscal Year Focus 2022      
Document Type 10-K      
Document Annual Report true      
Document Period End Date Dec. 31, 2022      
Document Transition Report false      
Entity File Number 001-35898      
Entity Incorporation, State or Country Code DE      
Entity Tax Identification Number 27-4749725      
Entity Address, Address Line One 96 Morton Street, 9th Floor      
Entity Address, City or Town New York      
Entity Address, State or Province NY      
Entity Address, Postal Zip Code 10014      
City Area Code 212      
Local Phone Number 261-9000      
Title of 12(b) Security Common Stock, par value $0.0001 per share      
Trading Symbol LIND      
Security Exchange Name NASDAQ      
Entity Well-known Seasoned Issuer No      
Entity Voluntary Filers No      
Entity Current Reporting Status Yes      
Entity Interactive Data Current Yes      
Entity Filer Category Accelerated Filer      
Entity Small Business false      
Entity Emerging Growth Company false      
ICFR Auditor Attestation Flag true      
Entity Shell Company false      
Entity Public Float       $ 276,500,000
Entity Common Stock, Shares Outstanding     53,187,249  
Auditor Firm ID 42 688    
Auditor Name Ernst & Young LLP Marcum llp    
Auditor Location Hartford, Connecticut Melville, NY    
v3.22.4
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Current Assets:    
Cash and cash equivalents $ 87,177 $ 150,753
Restricted cash 28,847 21,940
Short-term securities 13,591 0
Marine operating supplies 9,961 8,275
Inventories 1,965 2,278
Prepaid expenses and other current assets 41,778 27,094
Total current assets 183,319 210,340
Property and equipment, net 539,406 542,418
Goodwill 42,017 42,017
Intangibles, net 11,219 13,235
Deferred tax asset 2,167 7,609
Right-to-use lease assets 4,345 4,402
Other long-term assets 5,502 7,470
Total assets 787,975 827,491
Current Liabilities:    
Unearned passenger revenues 245,101 212,598
Accounts payable and accrued expenses 71,019 49,252
Long-term debt - current 23,337 26,061
Lease liabilities - current 1,663 1,553
Total current liabilities 341,120 289,464
Long-term debt, less current portion 529,452 518,658
Lease liabilities 2,961 3,178
Other long-term liabilities 88 247
Total liabilities 873,621 811,547
Commitments and contingencies
Redeemable noncontrolling interests 27,886 10,626
Temporary Equity, Carrying Amount, Including Portion Attributable to Noncontrolling Interests, Ending Balance 97,029 94,527
STOCKHOLDERS’ DEFICIT    
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; 62,000 and 80,000 Series A shares issued and outstanding as of December 31, 2022 and 2021, respectively 0 0
Common stock, $0.0001 par value, 200,000,000 shares authorized; 53,177,437 and 50,800,786 issued, 53,110,132 and 50,755,546 outstanding as of December 31, 2022 and 2021, respectively 5 5
Additional paid-in capital 83,850 58,485
Accumulated deficit (266,530) (136,439)
Accumulated other comprehensive loss 0 (634)
Total stockholders' deficit (182,675) (78,583)
Total liabilities, mezzanine equity and stockholders' deficit 787,975 827,491
Series A Redeemable Convertible Preferred Stock [Member]    
Current Liabilities:    
Series A redeemable convertible preferred stock, 165,000 shares authorized; 62,000 and 80,000 shares issued and outstanding as of December 31, 2022 and 2021, respectively $ 69,143 $ 83,901
v3.22.4
Consolidated Balance Sheets (Parentheticals) - $ / shares
Dec. 31, 2022
Dec. 31, 2021
Preferred stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized (in shares) 1,000,000 1,000,000
Preferred stock, shares issued (in shares) 62,000 80,000
Preferred stock, shares outstanding (in shares) 62,000 80,000
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized (in shares) 200,000,000 200,000,000
Common stock, shares issued (in shares) 53,177,437 50,800,786
Common stock, shares outstanding (in shares) 53,110,132 50,755,546
Series A Redeemable Convertible Preferred Stock [Member]    
Temporary equity, shares authorized (in shares) 165,000 165,000
Temporary equity, shares issued (in shares) 62,000 80,000
Temporary equity, shares outstanding (in shares) 62,000 80,000
v3.22.4
Consolidated Statements of Operations - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Tour revenues $ 421,500 $ 147,107 $ 82,356
Operating expenses:      
Cost of tours 283,217 124,484 72,931
General and administrative 96,291 65,445 45,508
Selling and marketing 60,996 28,484 20,231
Depreciation and amortization 44,042 39,525 32,084
Total operating expenses 484,546 257,938 170,754
Operating loss (63,046) (110,831) (88,398)
Other (expense) income:      
Interest expense, net (37,495) (24,578) (16,692)
Loss on foreign currency (1,236) (1,265) (4,772)
Other (expense) income (307) 15,487 (83)
Total other expense (39,038) (10,356) (21,547)
(Loss) income before income taxes (102,084) (121,187) (109,945)
Income tax expense (benefit) 6,076 (2,019) (9,805)
Net loss (108,160) (119,168) (100,140)
Net income (loss) attributable to noncontrolling interest 3,221 38 (1,403)
Net loss attributable to Lindblad Expeditions Holdings, Inc. (111,381) (119,206) (98,737)
Series A redeemable convertible preferred stock dividend 4,671 5,289 1,705
Non-cash deemed dividend 0 170 0
Net loss available to stockholders $ (116,052) $ (124,665) $ (100,442)
Weighted average shares outstanding      
Basic (in shares) 52,018,987 50,109,426 49,737,129
Diluted (in shares) 52,018,987 50,109,426 49,737,129
Undistributed loss per share available to stockholders:      
Basic (in dollars per share) $ (2.23) $ (2.41) $ (2.01)
Diluted (in dollars per share) $ (2.23) $ (2.41) $ (2.01)
v3.22.4
Consolidated Statements of Comprehensive (Loss) Income - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Net loss $ (108,160) $ (119,168) $ (100,140)
Other comprehensive income:      
Net unrealized loss 0 (1,682) (2,247)
Reclassification adjustment, net of tax 634 2,650 5,326
Total other comprehensive income 634 968 3,079
Total comprehensive loss (107,526) (118,200) (97,061)
Less: comprehensive income (loss) attributive to non-controlling interest 3,221 38 (1,403)
Comprehensive loss attributable to stockholders $ (110,747) $ (118,238) $ (95,658)
v3.22.4
Consolidated Statements of Stockholders' (Deficit) Equity - USD ($)
$ in Thousands
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
AOCI Attributable to Parent [Member]
Total
Balance (in shares) at Dec. 31, 2019 49,717,522        
Balance at Dec. 31, 2019 $ 5 $ 46,271 $ 81,655 $ (4,681) $ 123,250
Stock-based compensation $ 0 2,388 0 0 2,388
Net activity related to equity compensation plans (in shares) 196,507        
Net activity related to equity compensation plans $ 0 (405) 0 0 (405)
Repurchase of shares (in shares) (8,517)        
Repurchase of shares $ 0 (127) 0 0 (127)
Other comprehensive income (loss), net 0 0 0 3,079 3,079
Redeemable noncontrolling interest 0 0 7,215 0 7,215
Series A preferred stock dividend     (1,705)   (1,705)
Net income (loss) attributable to Lindblad Expeditions Holdings, Inc $ 0 0 (98,737) 0 (98,737)
Balance (in shares) at Dec. 31, 2020 49,905,512        
Balance at Dec. 31, 2020 $ 5 48,127 (11,572) (1,602) 34,958
Stock-based compensation $ 0 5,429 0 0 5,429
Net activity related to equity compensation plans (in shares) 246,608        
Net activity related to equity compensation plans $ 0 (2,221) 0 0 (2,221)
Other comprehensive income (loss), net 0 0 0 968 968
Redeemable noncontrolling interest 0 0 (202) 0 (202)
Series A preferred stock dividend 0 0 (5,289) 0 (5,289)
Net income (loss) attributable to Lindblad Expeditions Holdings, Inc $ 0 0 (119,206) 0 (119,206)
Issuance of stock for acquisition (in shares) 82,302        
Issuance of stock for acquisition $ 0 1,770 0 0 1,770
Issuance of stock for conversion of preferred stock (in shares) 566,364        
Issuance of stock for conversion of preferred stock $ 0 5,380 0 0 5,380
Non-cash deemed dividend to preferred share holders $ 0 0 (170) 0 (170)
Balance (in shares) at Dec. 31, 2021 50,800,786        
Balance at Dec. 31, 2021 $ 5 58,485 (136,439) (634) (78,583)
Stock-based compensation $ 0 6,992 0 0 6,992
Net activity related to equity compensation plans (in shares) 267,090        
Net activity related to equity compensation plans $ 0 (1,056) 0 0 (1,056)
Other comprehensive income (loss), net 0 0 0 634 634
Redeemable noncontrolling interest 0 0 (14,039) 0 (14,039)
Series A preferred stock dividend 0 0 (4,671) 0 (4,671)
Net income (loss) attributable to Lindblad Expeditions Holdings, Inc $ 0 0 (111,381) 0 (111,381)
Issuance of stock for conversion of preferred stock (in shares) 2,109,561        
Issuance of stock for conversion of preferred stock $ 0 19,429 0 0 19,429
Balance (in shares) at Dec. 31, 2022 53,177,437        
Balance at Dec. 31, 2022 $ 5 $ 83,850 $ (266,530) $ 0 $ (182,675)
v3.22.4
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Cash Flows From Operating Activities      
Net loss $ (108,160) $ (119,168) $ (100,140)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:      
Depreciation and amortization 44,042 39,525 32,084
Amortization of National Geographic fee 0 0 727
Amortization of deferred financing costs and other, net 2,669 3,203 2,146
Right-of-use lease asset 608 21 49
Stock-based compensation 6,992 5,563 2,388
Deferred income taxes 5,481 (833) (9,812)
Change in fair value of contingent acquisition consideration (155) 0 0
Loss on foreign currency 1,236 1,265 4,772
Write-off of unamortized issuance costs related to debt refinancing 9,004 0 0
Loss on write-off of assets 0 0 111
Changes in operating assets and liabilities      
Marine operating supplies and inventories (1,373) (2,912) 685
Prepaid expenses and other current assets (18,322) (8,856) 12,525
Unearned passenger revenues 32,503 83,946 (18,088)
Other long-term assets 2,556 (684) 594
Other long-term liabilities 844 6,140 844
Accounts payable and accrued expenses 20,530 25,285 (21,142)
Operating lease liabilities (658) 0 0
Net cash (used in) provided by operating activities (2,203) 32,495 (92,257)
Cash Flows From Investing Activities      
Purchases of property and equipment (38,205) (96,688) (155,479)
Investments in securities (15,000) 0 0
Proceeds from loan principal repayment 3,610 0 0
Acquisition (net of cash acquired) 0 (18,036) 0
Net cash used in investing activities (49,595) (114,724) (155,479)
Cash Flows From Financing Activities      
Proceeds from long-term debt 360,000 61,720 268,339
Repayments of long-term debt (352,941) (5,957) (2,842)
Payment of deferred financing costs (10,874) (3,135) (6,972)
Repurchase under stock-based compensation plans and related tax impacts (1,056) (2,221) (405)
Proceeds from Series A preferred stock issuance 0 0 85,000
Repurchase of warrants and common stock 0 0 (127)
Net cash (used in) provided by financing activities (4,871) 50,407 342,993
Net decrease in cash, cash equivalents and restricted cash (56,669) (31,822) 95,257
Cash, cash equivalents and restricted cash at beginning of period 172,693 204,515 109,258
Cash, cash equivalents and restricted cash at end of period 116,024 172,693 204,515
Supplemental disclosures of cash flow information:      
Interest 25,815 18,260 16,316
Income taxes 309 98 700
Non-cash investing and financing activities:      
Non-cash preferred stock dividend 4,671 5,289 1,706
Value of shares issued for acquisition 0 1,770 0
Non-cash preferred stock deemed dividend $ 0 $ 170 $ 0
v3.22.4
Note 1 - Business
 12 Months Ended
Dec. 31, 2022
Notes to Financial Statements  
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block]

NOTE 1 — BUSINESS

 

Organization

 

Lindblad Expeditions Holdings, Inc. and its consolidated subsidiaries’ (the “Company” or “Lindblad”) mission is offering life-changing adventures around the world and pioneering innovative ways to allow its guests to connect with exotic and remote places. The Company currently operates a fleet of ten owned expedition ships and five seasonal charter vessels under the Lindblad brand, operates land-based, eco-conscious expeditions and active nature focused tours under the Natural Habitat, Inc. (“Natural Habitat”) and Off the Beaten Path, LLC (“Off the Beaten Path”) brands, designs handcrafted walking tours under the Classic Journeys, LLC (“Classic Journeys”) brand and operates luxury cycling and adventure tours under the DuVine Cycling + Adventure Company (“DuVine”) brand.

 

The Company operates the following reportable business segments:

 

Lindblad Segment. The Lindblad segment primarily provides ship-based expeditions aboard 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. Each expedition ship is fully equipped with state-of-the-art tools for in-depth exploration and the majority of 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 Islands, Alaska, Baja California’s Sea of Cortez and Panama, and foster active engagement by guests. The Company has an alliance with National Geographic Partners, LLC (“National Geographic”), which provides for lecturers and National Geographic experts, including photographers, writers, marine biologists, naturalists, field researchers and film crews, to join many of the Company’s expeditions.

 

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

 

Natural Habitat offers over 100 different expedition itineraries in more than 45 countries spanning all seven continents, with eco-conscious expeditions and nature-focused, small-group tours that include polar bear tours in Churchill, Canada, Alaskan grizzly bear adventures, small-group Galápagos Islands tours and African safaris. Natural Habitat has partnered with World Wildlife Fund (“WWF”) to offer conservation travel, which is sustainable travel that contributes to the protection of nature and wildlife. 

 

DuVine offers intimate group cycling and adventure tours around the world with local cycling experts as guides, immersive in local cultural, cuisine and high-quality accommodations. International cycling tours include the exotic Costa Rican rainforests, the rocky coasts of Ireland and the vineyards of Spain while cycling adventures in the United States include cycling beneath the California redwoods, pedaling through Vermont farmland and wine tastings in the world-class vineyards of Napa and Sonoma.

 

Off the Beaten Path offers small group travel, led by local, experienced guides, with distinct focus on wildlife, hiking national parks and culture. Off the Beaten Path offerings include insider national park experiences in the Rocky Mountains, Desert Southwest, and Alaska, as well as unique trips across Europe, Africa, Australia, Central and South America and the South Pacific. 

 

Classic Journeys offers highly curated active small-group and private custom journeys centered around cinematic walks led by expert local guides in over 50 countries around the world. These walking tours are highlighted by expert local guides, luxury boutique accommodations, and handcrafted itineraries that immerse guests into the history and culture of the places they are exploring and the people who live there.
v3.22.4
Note 2 - Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2022
Notes to Financial Statements  
Significant Accounting Policies [Text Block]

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The consolidated financial statements include the accounts of Lindblad Expeditions Holdings, Inc. and its consolidated subsidiaries, after elimination of all intercompany accounts and transactions. The consolidated financial statements and accompanying 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”).

Use of Estimates

 

The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets, liabilities, revenues and expenses. Actual results could differ from such estimates. Management estimates include determining the estimated lives of long-lived and intangible assets, the valuation of stock-based compensation awards, income tax expense, the valuation of deferred tax assets and liabilities, the fair value of derivative instruments, the fair value of assets acquired and liabilities assumed in business combinations, the value of contingent consideration and assessing its litigation, other legal claims and contingencies. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period that they are determined to be necessary.

 

Revenue Recognition

 

Revenues are measured based on consideration specified in the Company’s contracts with guests and are recognized as the related performance obligations are satisfied. The majority of the Company’s revenues are derived from guest ticket contracts which are reported as tour revenues in the consolidated statements of operations. The Company’s primary performance obligation under these contracts is to provide an expedition, trip or tour, and may include pre- and post-expedition excursions, hotel accommodations, land-based expeditions and air transportation to and from the ships or the trip or tour beginning or end point. Upon satisfaction of the Company’s primary performance obligation, revenue is recognized over the duration of each expedition, trip or tour.

 

Tour revenues also include revenues from the sale of goods and services onboard the Company’s ships, cancellation fees and trip insurance. Revenues from the sale of goods and services rendered onboard are recognized upon purchase. Guest cancellation fees are recognized as tour revenues at the time of the cancellation. The Company records a liability for estimated trip insurance claims based on the Company’s claims history. Proceeds received from trip insurance premiums in excess of this liability are recorded as revenue in the period in which they are received.

 

The Company sources its guest bookings through a combination of direct selling and various agency networks and alliances. The following table disaggregates tour revenues by the sales channel it was derived from:

 

  

For the years ended December 31,

 
  

2022

  

2021

  

2020

 

Guest ticket revenue:

            

Direct

  50%  56%  41%

National Geographic

  14%  14%  18%

Agencies

  20%  18%  25%

Affinity

  5%  5%  5%

Guest ticket revenue

  89%  93%  89%

Other tour revenue

  11%  7%  11%

Tour revenues

  100%  100%  100%

 

Customer Deposits and Contract Liabilities

 

The Company’s guests remit deposits in advance of tour embarkation. Guest deposits consist of guest ticket revenues as well as revenues from the sale of pre- and post-expedition excursions, hotel accommodations, land-based expeditions and certain air transportation. Guest deposits represent unearned revenues and are reported as unearned passenger revenues when received and are subsequently recognized as tour revenue over the duration of the expedition. Accounting Standards Codification (“ASC”), Revenue from Contracts with Customers (Topic 606) defines a “contract liability” as an entity’s obligation to transfer goods or services to a customer for which the entity has received consideration from the customer. The Company does not consider guest deposits to be a contract liability until the guest no longer has the right, resulting from the passage of time, to cancel their reservation and receive a full refund. In conjunction with the suspension or rescheduling of expeditions, the Company provided guests an option of either a refund or future travel certificates, which in some instances exceeded the original cash deposit. The value of future travel certificates in excess of cash received is being recognized as a discount to tour revenues at the time the related expedition occurs. Future travel certificates are valued based on the Company’s expectation that a guest will travel again. As of December 31, 2022 and 2021 the Company has recorded $245.1 million and $212.6 million, related to unearned passenger revenue, respectively.

 

The change in contract liabilities within unearned passenger revenues are as follows:

 

  

Contract Liabilities

 

(In thousands)

    

Balance as of December 31, 2021

 $147,783 

Recognized in tour revenues during the period

  (402,641)

Additional contract liabilities in period

  433,056 

Balance as of December 31, 2022

 $178,198 

 

Cost of Tours

 

Cost of tours represents the direct costs associated with revenues during expeditions, trips and tours, including costs of pre- or post-expedition excursions, hotel accommodations, land-based expeditions, air and other transportation expenses and costs of goods and services rendered onboard, payroll and related expenses for shipboard, guides and expedition personnel, food costs for guests and crew, fuel and related costs and other expenses such as land costs, port costs, repairs and maintenance, equipment expense, drydock, ship insurance and charter hire expenses.

 

Insurance

 

The Company maintains insurance to cover a number of risks including illness and injury to crew, guest injuries, pollution, other third-party claims in connections with its tour expedition activities, damages to hull and machinery for each of its vessels, war risks, workers’ compensation, employee health, directors’ and officers’ liability, property damages and general liabilities for third-party claims. The Company recognizes insurance recoverable from third-party insurers for incurred expenses at the time the recovery is probable and upon realization for amounts in excess of incurred expenses. All of the Company’s insurance policies are subject to coverage limits, exclusions and deductible levels.

 

As of December 31, 2022 and 2021, the Company self-insured for medical insurance claims up to $250,000 and $125,000, respectively, per claim. In addition, as of December 31, 2022 and 2021, the Company maintained Stop Loss coverage for medical claims in excess of the $125,000, which had an aggregate deductible of $57,500. As of December 31, 2022 and 2021, the Company recorded a liability for Incurred-But-Not-Recorded (“IBNR”) medical claims, which was determined based on prior years claims experience.

 

The Company also extends cancellation insurance to guests. The Company uses an insurance company to manage passenger insurance purchased to cover a variety of insurable losses including cancellations, interruption, missed connections, travel delays, accidental death and dismemberment, medical coverage and baggage issues. In certain instances, the Company is self-insured for the claims only which cover cancellations, interruption, missed connections and travel delays. The required reserve was determined based on claims experience. While the Company believes its estimated IBNR and accrued claims reserves are adequate, the ultimate losses may differ from its estimates.

 

The Company participates in a traditional marine industry reinsurance solution for liability exposure through their Protection and Indemnity (“P&I Club”) Reinsurers, which are similar to mutual marine P&I Club’s that jointly and severally indemnify each other to provide discounted primary and excess Protection and Indemnity coverage to club members. The resulting aggregated surplus of the clubs combines to provide the Company with below market primary and high excess liability coverage for covered losses. For consideration of long-term below market Protection and Indemnity rates, the joint and several liability obligation requires the down-stream indemnification by their members, including the Company.

 

General and Administrative Expense

 

General and administrative expenses primarily represent the costs of the Company’s shore-side vessel support, reservations and other administrative functions, and includes salaries and related benefits, professional fees and occupancy costs.

 

Selling and Marketing Expense

 

Selling and marketing expenses include commissions, royalties and a broad range of advertising and marketing expenses. These include advertising costs of direct mail, email, digital media, traditional media, travel agencies and brand websites, as well as costs associated with website development and maintenance, social media and corporate sponsorship costs. Advertising is charged to expense as incurred. Advertising expenses totaled $31.6 million, $19.1 million and $9.3 million for the years ended December 31, 2022, 2021 and 2020, respectively. The largest component of advertising expense for the years ended December 31, 2022, 2021 and 2020 was online advertising, which totaled $14.7 million, $9.8 million and $3.5 million, respectively.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid instruments with an original maturity of six months or less, as well as deposits in financial institutions, to be cash and cash equivalents. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows:

 

  

For the years ended December 31,

 
  

2022

  

2021

  

2020

 

(In thousands)

            

Cash and cash equivalents

 $87,177  $150,753  $187,531 

Restricted cash

  28,847   21,940   16,984 

Total cash, cash equivalents and restricted cash as presented in the statement of cash flows

 $116,024  $172,693  $204,515 

 

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. As of December 31, 2022 and 2021, the Company’s cash held in financial institutions outside of the U.S. amounted to $3.3 million and $1.0 million, respectively.

 

Restricted Cash and Marketable Securities

 

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

 

The Company has classified marketable securities, principally money market funds or other short-term investments, 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. Cost of these short-term investments approximates fair value.

 

In order to operate guest tour expedition vessels from U.S. ports, the Company is required to either post a performance bond with the Federal Maritime Commission or escrow all unearned guest deposits plus an additional 10% in restricted accounts, up to a maximum of $32 million. To satisfy this requirement, the Company entered into an agreement with a financial institution to escrow the required amounts.

 

Restricted cash and marketable securities consist of the following:

 

  

As of December 31, 2022

  

As of December 31, 2021

 

(In thousands)

        

Credit card processor reserves

 $20,400  $10,536 

Federal Maritime Commission and other escrow

  6,882   9,814 

Certificates of deposit and other restricted securities

  1,565   1,590 

Total restricted cash

 $28,847  $21,940 

 

Marine Operating Supplies and Inventories

 

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.

 

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.

 

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 December 31, 
  

2022

  

2021

 

(In thousands)

       

Prepaid tour expenses

 $20,605  $10,337 

Other

  21,173   16,757 

Total prepaid and other current expenses

 $41,778  $27,094 

 

Loan Receivable

 

In December 2019, the Company and Ulstein Verft AS (“Ulstein Verft”) amended the National Geographic Resolution construction agreement. The amended agreement among other things, provided for a $4.0 million loan to Ulstein Verft, with repayment to be 112% of the principal loan balance, due on maturity in December 2022. This loan receivable was recorded at amortized cost within prepaid and other current assets. During 2021, the Company reduced the loan amount to be repaid in lieu of cash payment for a change order with the shipyard. Ulstein Verft repaid $4.1 million in loan principal and interest in December 2022, at maturity. 

 

Property and Equipment

 

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

 

  

Years

 

Vessels and vessel improvements

 15-25 

Furniture & equipment

  5  

Computer hardware and software

  5  

Leasehold improvements, including expedition sites and port facilities

 

Shorter of lease term or related asset life

 

 

The ship-based tour and expedition industry is very capital intensive. As of December 31, 2022, the Company owned and operated ten expedition vessels. 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 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 traditionally 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.

 

Goodwill

 

The Company tests for impairment annually as of September 30, or more frequently if warranted. The Company assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of goodwill is less than its carrying amount. The Company completed the annual impairment test as of September 30, 2022 with no indication of goodwill impairment. See Note 5—Goodwill and Intangible Assets for further details on the Company’s goodwill.

 

Intangible Assets

 

Intangible assets 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 were computed using the estimated useful lives of 15 and 5 years, respectively. See Note 5—Goodwill and Intangible Assets for further information on the Company’s intangible assets.

 

The Company operates two vessels year-round in the Galápagos National Park in Ecuador, the National Geographic Endeavour II with 96 berths and the National Geographic Islander II with 48 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. The cupos have a renewable 20-year term, subject to early termination by the Ecuadorean Province of Galápagos government for non-compliance with the terms of the contract and applicable law regulations.

 

Upon the occurrence of a triggering event, the assessment of possible impairment of the Company’s intangible assets 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 December 31, 2022 and 2021, the Company determined that there were no triggering events regarding its 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 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 December 31, 2022 and 2021, the Company determined that there were no triggering events regarding its long-lived assets, as the Company returned to operations.

 

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 December 31,

 
  

2022

  

2021

 

(In thousands)

        

Accrued other expense

 $54,418  $39,560 

Accounts payable

  16,601   9,692 

Total accounts payable and accrued expenses

 $71,019  $49,252 

 

Leases

 

The Company leases office and warehousing space with lease terms ranging from one to ten years, and computer hardware and software and office equipment with lease terms ranging from three to six years.

 

At the inception of a lease, the Company recognizes right-of-use lease assets and related lease liabilities measured as the present value of future lease payments. Lease expense is recognized on a straight-line basis over the term of the lease. The Company reviewed its contracts with vendors and customers, determining that its right-to-use lease assets consisted primarily of office space operating leases. In determining the right-to-use lease assets and related lease liabilities, the Company did not recognize any lease extension options and elected to exclude leases with terms of 12-months or less. Short-term leases are accounted for monthly over the lease term.

 

Fair Value Measurements

 

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.

 

Level 3 financial liabilities consist of obligations for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.

 

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.

 

In connection with the acquisition of Classic Journeys during the year ended December 31, 2021, the Company makes recurring fair value measurements of contingent acquisition consideration using level 3 unobservable inputs. See Note 7—Financial Instruments and Fair Value Measurements.

 

Based on the terms of the agreements and comparable market data, the Company estimates the fair value of its long-term debt to be $523.6 million as of  December 31, 2022. 

 

The carrying amounts of cash and cash equivalents, accounts payable and accrued expenses and unearned passenger revenue approximate fair value, due to the short-term nature of these instruments. As of December 31, 2022 and 2021, other than derivative instruments, investments in securities and contingent acquisition consideration, the Company had no other assets or liabilities that were measured at fair value on a recurring basis.

 

Derivative Instruments and Hedging Activities

 

Currency Risk. The Company uses currency exchange contracts to manage its exposure to changes in currency exchange rates associated with certain of its non-U.S. dollar denominated receivables and payables. The Company primarily hedges a portion of its current-year currency exposure to several currencies, which normally include, but are not limited to, the Canadian and New Zealand dollars, the Brazilian real, South African rand, Indian rupee, the euro and the British pound sterling. The fluctuations in the value of these forward contracts largely offset the impact of changes in the value of the underlying risk they economically hedge. The Company also uses foreign exchange forward contracts, designated as cash flow hedges, from time-to-time as necessary, to manage its exposure to foreign denominated contracts. 

 

Interest Rate Risk. The Company, at times, uses interest rate caps, designated as cash flow hedges, to manage the risk related to its floating rate debt.

 

By entering into derivative instrument contracts, the Company exposes itself, from time to time, to counterparty credit risk. Counterparty credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is in an asset position, the counterparty has a liability to the Company, which creates credit risk for the Company. The Company continues to monitor counterparty credit risk as part of its ongoing hedge assessments.

 

The Company’s derivative assets consist principally of interest rate caps and currency exchange contracts, which are carried at fair value based on significant observable inputs (Level 2 inputs). Derivatives entered into by the Company are typically executed over-the-counter and are valued using internal valuation techniques, as quoted market prices are not readily available. The valuation technique and inputs depend on the type of derivative and the nature of the underlying exposure. The Company principally uses discounted cash flows along with fair value models that primarily use market observable inputs. These models take into account a variety of factors including, where applicable, maturity, currency exchange rates, interest rate yield curves and counterparty credit risks.

 

The Company records derivatives on a gross basis in other long-term assets and other liabilities in the consolidated balance sheets at fair value. The accounting for changes in value of the derivative depends on whether or not the transaction has been designated and qualifies for hedge accounting. Derivatives that are not designated as hedges are reported and measured at fair value through earnings.

 

The Company applies hedge accounting to interest rate and foreign exchange rate derivatives entered into for risk management purposes. To qualify for hedge accounting, a derivative must be highly effective at reducing the risk associated with the exposure being hedged. In addition, key aspects of achieving hedge accounting are documentation of hedging strategy and hedge effectiveness at the hedge inception and substantiating hedge effectiveness on an ongoing basis. A derivative must be highly effective in accomplishing the hedge objective of offsetting changes in the cash flows of the hedged item for the risk being hedged. The effective portion of changes in the fair value of derivatives designated in a hedge relationship and that qualify as cash flow hedges is recorded in accumulated other comprehensive income, net of tax, and is subsequently reclassified into earnings in the period that the hedged transaction affects earnings. The Company formally documents the relationship between derivatives and hedged items, as well as the risk-management objective and the strategy for undertaking hedge transactions at the inception of the hedging relationship. This documentation includes linking cash flow hedges to specific assets and liabilities on the balance sheet or to specific forecasted transactions. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivative instruments that are used are highly effective in offsetting changes in fair values or cash flows of the hedged items.

 

Income Taxes

 

The Company is subject to income taxes in both the U.S. and the non-U.S. jurisdictions in which it operates. Significant management judgment is required in projecting ordinary income to determine the Company’s estimated effective tax rate.

 

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 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 its foreign and U.S. companies to determine the appropriate level of valuation allowances.

 

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 are “more-likely-than-not” to be sustained. As of December 31, 2022 and 2021, the Company had no unrecognized tax positions. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. During the years ended December 31, 2022 and 2021, interest and penalties on uncertain tax positions included in income tax expense was insignificant.

 

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 four prior years remain subject to examination by tax authorities and the Company’s foreign tax returns for the current year and five prior years remain subject to examination by tax authorities.

 

Other Long-Term Assets

 

During the years ended December 31, 2022 and 2016, the Company recorded $2.3 million and $3.6 million, respectively, of tax assets for long-term prepaid value-added taxes related to the importation of the National Geographic Islander II and the National Geographic Endeavour II, respectively. The Company expects to earn tax credits over time that will reduce the asset.

 

Deferred Financing Costs

 

Deferred financing costs relate to the issuance costs of debt liabilities and are as direct deduction from the debt carrying amount. Deferred financing costs are amortized over the life of the debt or loan agreement through interest expense, net. See Note 6—Long-term Debt.

 

Foreign Currency Translation

 

The Company’s functional currency is the U.S. dollar. Any foreign operations and remeasurement adjustments and gains or losses resulting from foreign currency transactions are recorded as foreign exchange gains or losses.

 

Stock-Based Compensation

 

Stock-based compensation awards issued to employees, non-employee directors or other service providers are recorded at their fair value on the date of grant and amortized over the service period of the award. The Company recognizes stock-based 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, within general and administrative expenses.

 

Series A Redeemable Convertible Preferred Stock 

 

The Company’s Series A redeemable convertible preferred stock (“Preferred Stock”) is accounted for as a temporary equity instrument. The redemption or conversion of the Preferred Stock into shares of the Company’s common stock is not solely controlled by the Company. At the six-year anniversary of the issuance, the holders have the right to require the Company to repurchase their Preferred Stock. The Preferred Stock is convertible into the Company’s common stock (i) any time at the holder’s election, (ii) at the six-year anniversary of the issuance of those shares not redeemed at the request of the holder, or (iii) after the third anniversary of the issuance by the Company under certain circumstances. See Note 12—Stockholders’ Equity.

 
v3.22.4
Note 3 - Earnings Per Share
 12 Months Ended
Dec. 31, 2022
Notes to Financial Statements  
Earnings Per Share [Text Block]

NOTE 3 — EARNINGS PER SHARE

 

Earnings per common share is computed using the two-class method related to its Preferred Stock. Under the two-class method, undistributed earnings available to stockholders for the period are allocated on a pro rata basis to the common stockholders and to the holders of convertible preferred shares based on the weighted average number of common shares outstanding and number of shares that could be issued upon conversion of the Preferred Stock. Diluted earnings per share is computed using the weighted average number of common shares outstanding and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the dilutive incremental common shares associated with restricted stock awards, shares issuable upon the exercise of stock options, using the treasury stock method, and the potential common shares that could be issued from conversion of the Preferred Stock, using the if-converted method. When a net loss occurs, potential common shares have an anti-dilutive effect on earnings per share and such shares are excluded from the diluted earnings per share calculation.

 

For the years ended December 31, 2022, 2021 and 2020, the Company incurred a net loss from operations, therefore potential common shares were excluded from the diluted earnings per share calculation. For the year ended December 31, 2022, 0.7 million restricted shares, 1.5 million options and 7.4 million common shares issuable upon the conversion of the Preferred Stock were excluded. For the year ended December 31, 2021, 0.8 million restricted shares, 1.5 million options and 9.1 million common shares issuable upon the conversion of the Preferred Stock were excluded, and for the year ended December 31, 2020, 1.0 million restricted shares, 0.5 million options and 9.1 million common shares issuable upon the conversion of the Preferred Stock were excluded. 

 

For the years ended December 31, 2022, 2021 and 2020, the Company calculated earnings per share as follows:

 

   

For the years ended December 31,

  
   

2022

    

2021

    

2020

  

(In thousands, except share and per share data)

                        

Net loss attributable to Lindblad Expeditions Holdings, Inc.

   $ (111,381 )   $ (119,206 )   $ (98,737 )

Series A redeemable convertible preferred stock dividend

     4,671       5,289       1,705  

Non-cash deemed dividend to preferred share holders

     -       170       -  

Undistributed loss available to stockholders

   $ (116,052 )   $ (124,665 )   $ (100,442 )
                         

Weighted average shares outstanding:

                        

Total weighted average shares outstanding, basic

     52,018,987       50,109,426       49,737,129  

Total weighted average shares outstanding, diluted

     52,018,987       50,109,426       49,737,129  
                         

Undistributed loss per share available to stockholders:

                        

Basic

   $ (2.23 )   $ (2.41 )   $ (2.01 )

Diluted

   $ (2.23 )   $ (2.41 )   $ (2.01 )
v3.22.4
Note 4 - Property and Equipment
 12 Months Ended
Dec. 31, 2022
Notes to Financial Statements  
Property, Plant and Equipment Disclosure [Text Block]

 

NOTE 4 — PROPERTY AND EQUIPMENT

 

During the year ended December 31, 2022, the Company replaced the National Geographic Islander with the National Geographic Islander II for expeditions sailing in the Galápagos Islands. The National Geographic Islander is fully depreciated and being held for disposal. 

 

Property and equipment, net are as follows:

 

   

As of December 31,

  
   

2022

    

2021

  

(In thousands)

                

Vessels and improvements

   $ 759,981     $ 739,957  

Furniture and equipment

     28,732       23,958  

Leasehold improvements

     1,426       1,426  

Total property and equipment, gross

     790,139       765,341  

Less: Accumulated depreciation

     (250,733 )     (222,923 )

Property and equipment, net

   $ 539,406     $ 542,418  

 

Total depreciation expense of the Company’s property and equipment for the years ended December 31, 2022, 2021 and 2020 was $41.0 million, $37.6 million and $30.5 million, respectively.

 

For the year ended December 31, 2022, the Company had $38.2 million in capital expenditures. This amount primarily included $14.6 million for the renovations of the National Geographic Islander II, which launched in the Galápagos Islands during the third quarter of 2022, replacing the National Geographic Islander. No interest was capitalized during the year ended December 31, 2022. For the year ended December 31, 2021, the Company had $96.7 million in capital expenditures, including $2.6 million in capitalized interest. The 2021 capital expenditure amount primarily included $71.2 million for the National Geographic Resolution, the new polar ice-class vessel delivered during September 2021, and $13.3 million for the purchase of the Crystal Esprit, which was renamed the National Geographic Islander II. 
v3.22.4
Note 5 - Goodwill and Intangible Assets
 12 Months Ended
Dec. 31, 2022
Notes to Financial Statements  
Goodwill and Intangible Assets Disclosure [Text Block]

NOTE 5 — GOODWILL AND INTANGIBLE ASSETS

 

The Company's goodwill relates to the acquisition of its Land Experiences Segment subsidiaries, see Note 9—Acquisitions. The following is a rollforward of the Company’s goodwill:

 

(In thousands)

  

Land Experiences Segment

  

Balance as of December 31, 2019

   $ 22,105  

Activity

     -  

Balance as of December 31, 2020

     22,105  

Acquisitions

     19,912  

Balance as of December 31, 2021

     42,017  

Activity

     -  

Balance as of December 31, 2022

   $ 42,017  

 

The Company’s intangible assets consist of finite lived assets related to the acquisition of its Land Experiences Segment subsidiaries and the value of its cupos operating rights. Total amortization expense for the years ended December 31, 2022, 2021 and 2020, was $2.0 million, $1.9 million and $1.6 million, respectively.

 

The carrying amounts and accumulated amortization of intangibles, net are as follows:

 

   

As of December 31,

  
   

2022

            

2021

  

(In thousands)

  

Gross Carrying Amount

    

Accumulated Amortization

    

Net Carrying Amount

    

Weighted Average Useful Life Remaining (years)

    

Gross Carrying Amount

    

Accumulated Amortization

    

Net Carrying Amount

  

Tradenames

   $ 7,069     $ (1,751 )   $ 5,318       11.3     $ 7,069     $ (1,266 )   $ 5,803  

Customer Lists

     6,182       (1,961 )     4,221       3.4       6,182       (624 )     5,558  

Operating rights

     6,529       (4,849 )     1,680       19.2       6,529       (4,655 )     1,874  

Total intangibles, net

   $ 19,780     $ (8,561 )   $ 11,219       9.5     $ 19,780     $ (6,545 )   $ 13,235  

 

Future expected amortization expense related to these intangibles are as follows:

Year

  

Amount

  
   

(In thousands)

  

2023

   $ 1,795  

2024

     1,795  

2025

     1,795  

2026

     1,071  

2027

     559  

Thereafter

     4,204  
    $ 11,219  

 
v3.22.4
Note 6 - Long-term Debt
 12 Months Ended
Dec. 31, 2022
Notes to Financial Statements  
Debt Disclosure [Text Block]

NOTE 6 — LONG-TERM DEBT

 

6.75% Notes

 

On  February 4, 2022, the Company issued $360.0 million aggregate principal amount of 6.75% senior secured notes due 2027 (the “Notes”) in a private offering. The Notes bear interest at a rate of 6.75% per year, accruing from  February 4, 2022, and interest on the Notes is payable semiannually in arrears on  February 15 and  August 15 of each year. The Notes will mature on  February 15, 2027, subject to earlier repurchase or redemption. The Company used the net proceeds from the offering to prepay in full all outstanding borrowings under its prior credit agreement, including the term facility, Main Street Expanded Loan Facility, and former revolving credit facility, pay any related premiums and terminate in full its prior credit agreement and the commitments thereunder. The Company incurred $10.9 million in financing fees related to the Notes, recorded as deferred financing costs as part of long-term debt. The Notes are senior secured obligations of the Company and are guaranteed on a senior secured basis by the Company and certain of the Company’s subsidiaries (collectively, the “Guarantors”) and secured by first-priority pari passu liens, subject to permitted liens and certain exceptions, on substantially all the assets of the Company and the Guarantors. The Notes  may be redeemed by the Company, at set redemption prices and premiums, plus accrued and unpaid interest, if any. 

 

The Notes contain covenants that, among other things, restrict the Company’s ability, and the ability of the Company’s restricted subsidiaries, to incur certain additional indebtedness and make certain dividend payments, distributions, investments and other restricted payments. These covenants are subject to a number of exceptions and qualifications set forth in the Notes. As of December 31, 2022, the Company was in compliance with the covenants currently in effect.

 

Revolving Credit Facility 

 

On  February 4, 2022, the Company entered into a senior secured revolving credit facility (the “Revolving Credit Facility”), which provides for an aggregate principal amount of commitments of $45.0 million, maturing  February 2027, including a letter of credit sub-facility in an aggregate principal amount of up to $5.0 million. The obligations under the Revolving Credit Facility are guaranteed by the Company and the Guarantors and are secured by first-priority pari passu liens, subject to permitted liens and certain exceptions, on substantially all the assets of the Company and the Guarantors. Borrowings under the Revolving Credit Facility, if any, will bear interest at a rate per annum equal to, at the Company’s option, an adjusted Secured Overnight Financing Rate rate plus a spread or a base rate plus a spread. As of December 31, 2022, the Company had no borrowings under its Revolving Credit Facility. 

 

The Revolving Credit Facility contains customary affirmative and negative covenants, as well as financial covenants and event of default provisions.

 

Senior Secured Credit Agreements

 

On January 8, 2018, the Company entered into a senior secured credit agreement (the “First Export Credit Agreement”) with Citibank, N.A., London Branch (“Citi”) and Eksportkreditt Norge AS, (together with Garantiinstituttet, now known as Eksfin, Export Finance Norway), (together with Citi, the “Lenders”). Pursuant to the First Export Credit Agreement, in March 2020 the Company borrowed $107.7 million for the purpose of providing financing for up to 80% of the purchase price of the Company’s expedition ice-class cruise vessel, the National Geographic Endurance, delivered in March 2020. Seventy percent of the loan is guaranteed by Eksfin, the official export credit agency of Norway. The Company incurred approximately $2.4 million in financing fees related to the First Export Agreement, recorded as deferred financing costs as part of long-term debt. In June 2020, the Company amended its First Export Credit Agreement to defer scheduled amortization payments from June 2020 through March 2021 and to suspend the total net leverage ratio covenant from June 2020 through June 2021. In June 2021, the Company further amended its First Export Credit Agreement to, among other things, extend the deferral of scheduled amortization payments through December 2021 in the aggregate amount of $15.7 million, extend the waiver of its total net leverage ratio covenants through March 31, 2022, annualize EBITDA used in its covenant calculation through December 31, 2022 and increase the interest rate spread by 50 basis points. During May and October 2022, the Company amended the covenants of its First Export Credit Agreement to extend the waiver of the total net leverage ratio from  March 2022 through December 31, 2022 and to use an annualized EBITDA calculation in its net leverage ratio covenant for the periods from  March 31, 2023 through  September 30, 2023. The loan amortizes quarterly based on a twelve-year profile, with 70% maturing over twelve years from drawdown, and 30% maturing over five years from drawdown. The loan is secured by a first priority mortgage over the National Geographic Endurance and the assignment of related insurances. The First Export Credit Agreement also contains customary events of default and mandatory prepayment events for, among other things, non-payment, breach of covenants, default on certain other indebtedness, certain large judgments and a change of control of the Company. In addition to paying interest on any outstanding loans under the facility, the Company is required to pay customary coordination, arrangement, agency, collateral and commitment fees. Amounts drawn under the First Export Credit Agreement may be voluntarily prepaid at any time subject to customary breakage costs. The First Export Credit Agreement bears interest at a floating interest rate equal to three-month LIBOR plus a margin of 3.50% per annum, for an aggregated rate of 8.23% over the borrowing period covering December 31, 2022.

 

On April 8, 2019, the Company entered into a senior secured credit agreement (the “Second Export Credit Agreement”) with the Lenders. Pursuant to the Second Export Credit Agreement, the Lenders made available to the Company, at the Company's option and subject to certain conditions, a loan in an aggregate principal amount of $122.8 million for the purpose of providing pre- and post-delivery financing for up to 80% of the purchase price of the Company’s new expedition ice-class cruise vessel, the National Geographic Resolution, delivered in September 2021. The Company borrowed a total of $122.8 million under the Second Export Credit Agreement, drawing approximately $30.5 million in 2019, $30.6 million in 2020 and $61.7 million in 2021. The Company incurred approximately $2.6 million in financing fees related to the Second Export Agreement, recorded as deferred financing costs as part of long-term debt. Seventy percent of the loan is guaranteed by Eksfin, the official export credit agency of Norway. In June 2020, the Company amended its Second Export Credit Agreement to suspend the total net leverage ratio covenant from June 2020 through June 2021. In June 2021, the Company further amended its Second Export Credit Agreement to, among other things, extend the waiver of its total net leverage ratio covenants through March 31, 2022, annualize EBITDA used in its covenant calculation through December 31, 2022 and increase the interest rate spread by 50 basis points. During May and October 2022, the Company amended the covenants of its Second Export Credit Agreement to extend the waiver of the total net leverage ratio from  March 2022 through December 31, 2022 and to use an annualized EBITDA calculation in its net leverage ratio covenant for the periods from  March 31, 2023 through  September 30, 2023. Certain other covenants continue to be more restrictive during the extended covenant waiver period. The loan amortizes quarterly based on a twelve-year profile, with 70% maturing over twelve years from final drawdown, and 30% maturing over five years from final drawdown. The Second Export Credit Agreement, as amended, bears a variable interest rate equal to three-month LIBOR plus a margin of 3.50% per annum, or 8.25% over the borrowing period covering December 31, 2022.

 

The First Export Credit Agreement and the Second Export Credit Agreement contain financial covenants that, among other things, required us to maintain a total net leverage ratio of 4.75 to 1.00. The total net leverage ratio is defined under the covenants as on any date of determination, the ratio of total debt on such date, less up to $50.0 million of the unrestricted cash and cash equivalents to Adjusted EBITDA, as defined in the First Export Credit Agreement and the Second Export Credit Agreement, for the trailing 12-month period. The net leverage ratio covenants of the Company’s First Export Credit Agreement and the Second Export Credit Agreement have been waived through December 2022. As of December 31, 2022, the Company was in compliance with the covenants currently in effect.

 

Credit Agreement

 

The Company's former Third Amended and Restated Credit Agreement (the “Amended Credit Agreement”) provided for a $200.0 million senior secured term facility (the “Term Facility”), and a $45.0 million senior secured incremental revolving credit facility (the “Former Revolving Facility”), which included a $5.0 million letter of credit sub-facility. In March 2020, the Company drew down the entire Revolving Facility. In connection with the Amended Credit Agreement, the Company capitalized $4.2 million related to lender and third-party fees. On  December 10, 2020, the Company amended its Term Facility and Revolving Facility to provide for the borrowing of a new tranche of incremental term loans under the Amended Credit Agreement in an amount of $85.0 million, made under the Main Street Expanded Loan Facility program (the “Main Street Loan”). Interest on the Main Street Loan was paid-in-kind for the first year and the principal was to be amortized at a rate of 15% in each of the third and fourth years, with the remaining amounts to be paid at maturity. 

 

The Amended Credit Agreement, including the Term Facility, Main Street Expanded Loan, and Former Revolving Facility, was prepaid and terminated during February 2022. 

 

Note Payable

 

In connection with the Natural Habitat acquisition in May 2016, Natural Habitat issued an unsecured promissory note to Benjamin L. Bressler, the founder of Natural Habitat, with an original principal amount of $2.5 million. The promissory note accrued interest at a rate of 1.44% annually, with interest paid every six months. On May 1, 2020, the promissory note was amended, changing the maturity date of the principal payments to be due in three equal installments, paid December 22, 2020, December 22, 2021 and December 22, 2022. 

 

Other

 

The Company’s Off the Beaten Path subsidiary has a loan maturing June 2023 for the purchase of guest transportation vehicles. The loan’s original principal was $0.3 million, is collateralized by the vehicles and bears an annual interest rate of 4.77%.

 

The Company’s Off the Beaten Path subsidiary has a $0.8 million loan under the Main Street Expanded Loan Facility program, originated on December 11, 2020. For the first 12 months, interest is not payable and accrued to the principal balance, thereafter, monthly interest payments are required. The outstanding balance will amortize at a rate of 15% on both December 2023 and December 2024, with the remaining balance due December 2025. The loan bears a variable interest rate equal to one-month LIBOR plus a spread of 3.00%, or 7.39% as of December 31, 2022. This loan may be voluntarily prepaid at any time and from time to time, without premium or penalty, other than customary “breakage costs” and fees for LIBOR-based loans.

 

The Company’s DuVine subsidiary has a EUR 0.1 million State Assistance Loan related to the financial consequences of the COVID-19 pandemic, for the purpose of employment preservation. This loan matures August 2025, with monthly payments, and bears an annual interest rate of 0.53%.

 

Long-Term Debt Outstanding

 

As of December 31, 2022 and 2021, long-term debt and other borrowing arrangements consisted of:

 

    As of December 31,  
   

2022

    

2021

  

(In thousands)

  

Principal

    

Deferred Financing Costs, net

    

Balance

    

Principal

    

Deferred Financing Costs, net

    

Balance

  

6.75% Notes

   $ 360,000     $ (8,968 )   $ 351,032     $ -     $ -     $ -  

First Export Credit Agreement

     94,794       (1,829 )     92,965       107,695       (2,090 )     105,605  

Second Export Credit Agreement

     110,044       (2,207 )     107,837       120,281       (2,473 )     117,808  

Other

     955       -       955       1,034       -       1,034  

Note payable

     -       -       -       842       -       842  

Credit Facility

     -       -       -       284,170       (9,050 )     275,120  

Revolving Facility

     -       -       -       44,500       (190 )     44,310  

Total long-term debt

     565,793       (13,004 )     552,789       558,522       (13,803 )     544,719  

Less current portion

     (23,337 )     -       (23,337 )     (26,061 )     -       (26,061 )

Total long-term debt, non-current

   $ 542,456     $ (13,004 )   $ 529,452     $ 532,461     $ (13,803 )   $ 518,658  

 

Future minimum principal payments of long-term debt are as follows: 

 

Year

  

Amount

  
   

(In thousands)

  

2023

   $ 23,337  

2024

     23,290  

2025

     40,580  

2026

     38,016  

2027

     373,448  

Thereafter

     67,122  
    $ 565,793  

 

For the years ended December 31, 2022, 2021 and 2020, the Company recorded deferred financing costs of $10.9 million, $3.0 million and $4.5 million, respectively, in long-term debt, amortizing the costs over the term of the financing using the straight-line method.

 

For the years ended December 31, 2022, 2021 and 2020, deferred financing costs charged to interest expense were $2.7 million, $3.1 million and $2.1 million, respectively. During the three months ended  March 31, 2022, $9.0 million of deferred financing costs related to the repayment of the Company’s prior credit agreement, including the term facility, Main Street Loan and revolving credit facility were written-off to other expense.

 

Letters of Credit

 

As of December 31, 2022 and 2021, the Company had $1.2 million in letters of credit outstanding with financial institutions. The annual fee for letters of credit is 1.0% of the outstanding balance. The letters of credit are secured by a certificate of deposit maintained at the financial institutions and that mature in November 2023.
v3.22.4
Note 7 - Financial Instruments and Fair Value Measurements
 12 Months Ended
Dec. 31, 2022
Notes to Financial Statements  
Derivatives and Fair Value [Text Block]

NOTE 7 — FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

 

The Company’s derivative assets and liabilities consist principally of foreign exchange forward contracts and interest rate caps and are carried at fair value based on significant observable inputs (Level 2 inputs).

 

The Company uses currency exchange contracts to manage its exposure to changes in currency exchange rates associated with certain of its non-U.S. dollar denominated receivables and payables. The Company primarily hedges a portion of its current-year currency exposure to several currencies, which normally include, but are not limited to, the Canadian and New Zealand dollars, the Brazilian real, the South African rand, the euro and the British pound sterling. The fluctuations in the value of these forward contracts largely offset the impact of changes in the value of the underlying risk they economically hedge.

 

In 2018, the Company entered into interest rate cap agreements to hedge its exposure to interest rate movements and to manage its interest expense related to the previous Term Facility and designated these interest rate caps as a cash flow hedge. Changes in the fair value of this interest rate cap were recorded in accumulated other comprehensive income. The cost of the interest rate cap is amortized to interest expense over its life, from the effective date through termination date. The Term Facility was prepaid and terminated during February 2022. The Company reclassified $0.6 million from other comprehensive income (loss) to earnings due to the termination of the cash flow hedge relationship between the Company’s interest rate caps and the Company’s Term Loan. The Company receives payments on the interest rate cap for any period that the one-month USD-LIBOR rate increases beyond the strike rate. The termination date of the interest rate cap agreement is May 31, 2023. The detailed terms of the interest rate caps are as follows:

 

   

Interest Rate Caps

Trade date and borrowing date

  

May 29, 2018

Effective date

  

September 27, 2018

Termination date

  

May 31, 2023

Notional amount

  

$100,000,000

Fixed interest rate (plus spread)

  

3.00% May 1, 2019 until maturity

Variable interest rate

  

1 month LIBOR

Settlement

  

Monthly on last day of each month

Interest payment dates

  

Monthly on last day of each month

Reset dates

  

Last day of each month

 

In March 2019, the Company entered into foreign exchange forward contracts, designated as cash flow hedges, to hedge its exposure to the NOK, related to the Company’s contract to purchase the new polar ice-class vessel, the National Geographic Resolution, delivered September 2021. The cost of the foreign exchange forward contracts were amortized to interest expense over their lives, from the effective date through each hedge’s settlement date.

 

The Company recorded the effective portion of changes in the fair value of its cash flow hedges to other comprehensive income (loss), net of tax, and subsequently reclassified these amounts into earnings in the period during which the hedged transaction was recognized. Any changes in fair values of hedges that would be determined to be ineffective would be immediately reclassified from accumulated other comprehensive income (loss) into earnings. No gains or losses of the Company’s cash flow hedges were considered to be ineffective and reclassified from other comprehensive income (loss) to earnings for the years ended December 31, 2022, 2021 and 2020. The Company reclassified $0.6 million, $2.7 million and $5.3 million in losses, net of tax, from other comprehensive income (loss) to earnings for the years ended December 31, 2022, 2021 and 2020, respectively, due to the maturity of a cash flow hedge and the hedged item. 

 

The Company held the following derivative instruments with absolute notional values as of December 31, 2022:

 

(in thousands)

  

Absolute Notional Value

  

Interest rate caps

  

$

100,000

  

Foreign exchange contracts

    

12,440

  

 

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

 

   

As of December 31,

  
   

2022

    

2021

  

(In thousands)

  

Fair Value, Asset Derivatives

    

Fair Value, Liability Derivatives

    

Fair Value, Asset Derivatives

    

Fair Value, Liability Derivatives

  

Derivative instruments designated as cash flow hedging instruments:

                                

Interest rate cap (a)

   $ -     $ -     $ 9     $ -  

Total

   $ -     $ -     $ 9     $ -  

Derivative instruments not designated as cash flow hedging instruments:

                                

Interest rate cap (b)

   $ 683     $ -     $ -     $ -  

Foreign exchange forward (c)

     -       572       664       -  

Total

   $ 683     $ 572     $ 664     $ -  

__________

 

(a)

Recorded in other long-term assets.
 

(b)

Recorded in prepaid expenses and other current assets.
 

(c)

Recorded in accounts payable and accrued expenses and prepaid expenses and other current assets, respectively. 

 

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

 

   

For the years ended December 31,

  

(In thousands)

  

2022

    

2021

    

2020

  
                         

Derivative instruments designated as cash flow hedging instruments:

                        

Interest rate cap (a)

   $ -     $ (363 )     (247 )

Foreign exchange forward (b)

     -       (605 )   $ (2,832 )
                         

Derivative instruments not designated as cash flow hedging instruments:

                        

Interest rate cap (a)

     40       -       -  

Foreign exchange forward (c)

     (1,236 )     288       554  

Total

   $ (1,196 )   $ (680 )   $ (2,525 )

__________

 

(a)

For the year ended December 31, 2022, $0.7 million was recognized as income in interest expense, net, and $0.6 million was reclassified from other comprehensive (loss) income to interest expense, net. Amounts for the years ended December 31, 2021 and 2020, were recognized, net of tax, as a component of accumulated other comprehensive (loss) income.

 

 

(b)

 For the year ended December 31, 2021, $2.7 million was recognized as a loss on foreign currency and $2.0 million was recognized, net of tax, as a component of accumulated other comprehensive (loss) income. For the year ended December 31, 2020, $5.3 million was recognized as a loss on foreign currency, and $2.4 million, was recognized, net of tax, as a component of accumulated other comprehensive (loss) income. 
 

(c)

Gains (losses) related to derivative instruments are expected to be largely offset by (losses) gains on the underlying exposures being hedged and recognized in gain (loss) on foreign currency.

 

As of December 31, 2022, the Company had $15.0 million of investments in fixed income securities measured at fair value based on quoted market prices.

 
v3.22.4
Note 8 - Income Taxes
 12 Months Ended
Dec. 31, 2022
Notes to Financial Statements  
Income Tax Disclosure [Text Block]

NOTE 8 — INCOME TAXES 

 

The Company (a “C” Corporation) provides for income taxes based on the Federal and state statutory rates on taxable income. U.S. and foreign components of income before incomes taxes are presented below:

 

   

For the years ended December 31,

  

(In thousands)

  

2022

    

2021

    

2020

  

Domestic

   $ (21,403 )   $ (24,875 )   $ (46,490 )

Foreign

     (80,681 )     (96,312 )     (63,455 )

Total

   $ (102,084 )   $ (121,187 )   $ (109,945 )

 

The income tax provisions are comprised of the following:

 

   

For the years ended December 31,

  

(In thousands)

  

2022

    

2021

    

2020

  

Current

                        

Federal

   $ -     $ -     $ -  

State

     244       (7 )     6  

Foreign - Other

     392       45       2  

Total current

     636       38       8  

Deferred

                        

Federal

     5,709       (1,894 )     (8,959 )

State

     218       928       (481 )

Foreign - Other

     (487 )     (1,091 )     (373 )

Total deferred

     5,440       (2,057 )     (9,813 )

Income tax expense (benefit)

   $ 6,076     $ (2,019 )   $ (9,805 )

 

A reconciliation of the U.S. federal statutory income tax (benefit) expense to the Company’s effective income tax provision is as follows:

 

   

For the years ended December 31,

  
   

2022

    

2021

    

2020

  

Tax provision at statutory rate – federal

     21.0 %     21.0 %     21.0 %

Tax provision at effective state and local rates

     (0.3 %)     (0.8 %)     0.4 %

Foreign tax rate differential

     (16.6 %)     (15.2 %)     (10.5 %)

Valuation allowance

     (9.4 %)     (4.1 %)     (2.2 %)

Other

     (0.7 %)     0.8 %     0.2 %

Total effective income tax rate

     (6.0 %)     1.7 %     8.9 %

 

The Company, through its subsidiaries and affiliated entities in the U.S., the Cayman Islands and Ecuador are subject to US Federal, US state and Ecuadorian Federal income taxes. The Cayman Islands do not impose federal or local income taxes.

 

Deferred tax (liabilities) assets, net, are comprised of the following:

 

   

As of December 31,

  

(In thousands)

  

2022

    

2021

  

Net operating loss carryforward

   $ 27,896     $ 29,642  

Property and equipment

     (18,942 )     (20,293 )

Disallowed interest carryforward

     12,893       8,280  

Valuation allowance

     (21,521 )     (10,248 )

Stock-based compensation

     351       311  

Intangibles

     (384 )     (435 )

Other

     1,874       352  

Deferred tax assets

   $ 2,167     $ 7,609  

 

The Company recognizes valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. In assessing the likelihood of realization, management considers: (i) future reversals of existing taxable temporary differences; (ii) future taxable income exclusive of reversing temporary differences and carryforwards; (iii) taxable income in prior carryback year(s) if carryback is permitted under applicable tax law; and (iv) tax planning strategies.

 

The Company has deferred tax assets related to U.S. federal loss carryforwards of $103.6 million as of December 31, 2022, which begin to expire in 2027. The timing and manner in which the Company will utilize the net operating loss carryforwards in any year, or in total, may be limited in the future as a result of changes in the Company’s ownership and any limitations imposed by the jurisdictions in which the Company operates. 

 

As a result of the transition to the territorial tax regime effectuated by the Tax Cuts and Jobs Act enacted in 2017, any potential dividends from the Company’s foreign subsidiaries would no longer be subject to Federal tax in the United States. The Company continue to assert its prior position regarding the repatriation of historical foreign earnings from its Ecuadorian subsidiaries. The Company currently has no intention to remit any additional undistributed earnings of its Ecuadorian subsidiaries in a taxable manner. The Company no longer remains permanently reinvested in the earnings of its Cayman subsidiary. No taxes have been accrued as a result of this change because no taxes are expected to be imposed by either the United States or the Cayman Islands upon such a remittance.

 

The Company is subject to income taxes in the U.S. and various state and foreign jurisdictions. Significant judgment is required in evaluating tax positions and determining the provision for income taxes. The Company establishes liabilities for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes may be due. These liabilities are established when the Company believes that certain positions might be challenged despite its belief that its tax return positions are fully supportable. The Company adjusts these liabilities in light of changing facts and circumstances, such as the outcome of a tax audit. The provision for income taxes includes the impact of changes to these liabilities.

 

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits and does not include related interest and penalties:

 

   

For the years ended December 31,

  

(In thousands)

  

2022

    

2021

    

2020

  

Beginning of year

   $ -     $ -     $ -  

Current year positions

     1,411       -       -  

Prior year positions

     -       -       -  

End of year

   $ 1,411     $ -     $ -  

 

The Company has elected an accounting policy to classify interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of December 31, 2022, 2021 and 2020, interest and penalties included in income tax expense were not significant.

 

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 four prior years remain subject to examination by tax authorities and the Company’s foreign tax returns for the current year and the five prior years remain subject to examination by tax authorities.

 
v3.22.4
Note 9 - Acquisitions
 12 Months Ended
Dec. 31, 2022
Notes to Financial Statements  
Business Combination Disclosure [Text Block]

NOTE 9 — ACQUISITIONS

 

To further expand the Company’s land-based experiential travel offerings and increase its addressable market, on February 1, 2021, the Company acquired 80.1% of the outstanding common stock of Off the Beaten Path, LLC, a land-based travel operator specializing in authentic national park experiences, on March 3, 2021, acquired 70% of the outstanding common stock of DuVine Cycling + Adventure LLC, an international luxury cycling and adventure company and on October 13, 2021, acquired 80.1% of Classic Journeys LLC, a leading luxury walking tour company.

 

The acquisitions had an aggregate purchase price of $23.6 million, including $1.8 million in Company stock at closing and $0.2 million in deferred contingent consideration. The deferred contingent consideration has an earnout potential of zero or $0.6 million. The acquisitions were accounted for under purchase accounting and are included in our consolidated financial statements since the date of their acquisition. Acquisition related cost were $1.0 million and are included in general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2021. The Company recorded $10.4 million in intangible assets related to tradenames and customer lists and $19.9 million in goodwill related to these acquisitions. The acquired goodwill is expected to be deductible for tax purposes. For the year ended December 31, 2021, the acquired businesses contributed aggregate revenue of $17.9 million since their date of acquisition, and were immaterial to the Company's net loss.

 

Following are pro forma revenue and net loss available to stockholders for the years ended December 31, 2021 and 2020, assuming the Company had completed the acquisitions on January 1, 2020:

 

   

For the years ended December 31,

  
   

2021

    

2020

  

(In thousands)

  

(unaudited)

  

Revenue

   $ 150,508     $ 87,463  

Net loss available to stockholders

     (124,469 )     (104,044 )
v3.22.4
Note 10 - Commitments and Contingencies
 12 Months Ended
Dec. 31, 2022
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]

 

NOTE 10 — COMMITMENTS AND CONTINGENCIES

 

Redeemable Non-Controlling Interest Contingent Arrangements

 

The Company has controlling interests in its Natural Habitat, Off the Beaten Path, DuVine and Classic Journeys consolidated subsidiaries. The noncontrolling interests are subject to put/call agreements. The agreements were established to provide formal exit opportunities for the minority interest holders and a path to 100% ownership for the Company. The put options, under certain conditions, enable the minority holders, but do not obligate them, to sell the remaining interests to the Company. The Company has call options which enable it, but does not obligate it, to acquire the remaining interests in the subsidiaries, subject to certain dates, expirations and similar redemption value purchase measurements as the put options.

 

Mr. Bressler, founder of Natural Habitat, retains a 19.9% noncontrolling interest in Natural Habitat, which is subject to a put/call arrangement, amended May 2020 and December 2022. Mr. Bressler has a first put option that under certain conditions, and subject to providing notice by January 31, 2024, that enables him, but does not obligate him, to sell up to 50% of his remaining interest in Natural Habitat to the Company, valued as of  December 31, 2023, and a second put option that under certain conditions, and subject to providing notice by January 31, 2026, that enables him, but does not obligate him, to sell his remaining interest in Natural Habitat to the Company, valued as of  December 31, 2025. The Company has a call option, but not an obligation, with an expiration of March 31, 2029, under which it can buy Mr. Bressler’s remaining interest at a similar fair value measure as Mr. Bressler’s put option, subject to a call purchase price minimum. 

 

Mr. Lawrence, President of Off the Beaten Path, through a combination of his original minority interest and the profit interest units he received, retains a 19.9% noncontrolling interest in Off the Beaten Path, which is subject to a put/call arrangement. Mr. Lawrence has a put option, that under certain conditions and subject to providing notice by  October 31, 2025, that enables him, but does not obligate him, to sell his remaining interest in Off the Beaten Path to the Company, valued as of  December 31, 2025. The Company has a call option, but not an obligation, on or after  October 31, 2025, with an expiration of  December 31, 2030, under which it can buy Mr. Lawrence’s remaining interest at a similar fair value measure as Mr. Lawrence’s put option.

 

Mr. Levine, founder of DuVine, retains a 30% noncontrolling interest in DuVine, which is subject to a put/call arrangement. Mr. Levine has a put option, that under certain conditions and subject to providing notice by  January 31, 2026, that enables him, but does not obligate him, to sell his remaining interest in DuVine to the Company, valued as of  December 31, 2025. The Company has a first call option, but not an obligation, on or after  December 31, 2023, expiring  December 31, 2025, to acquire an additional 10% of DuVine from Mr. Levine, and a second call option, but not an obligation, on or after  December 31, 2025, with an expiration of  December 31, 2030, under which it can buy Mr. Levine’s remaining interest at a similar fair value measure as Mr. Levine’s put option, subject to a call purchase price minimum.

 

Mr. and Mrs. Piegza, founders of Classic Journeys, retain a 19.9% noncontrolling interest in Classic Journeys, which is subject to a put/call arrangement. Mr. and Mrs. Piegza have a put option that under certain conditions, and subject to providing notice by November 13, 2026, that enables them, but does not obligate them, to sell their remaining interest in Classic Journeys to the Company, valued as of the fiscal quarter prior to the put notice. The Company has a call option, but not an obligation, under which it can buy Mr. and Mrs. Piegza’s remaining interest at a similar fair value measure as Mr. and Mrs. Piegza’s put option. 

 

Since the redemption of these noncontrolling interests is not solely in the Company’s control, the Company is required to record the redeemable noncontrolling interest outside of stockholders’ equity but after its total liabilities. In addition, if it is probable that the instrument will become redeemable, as such solely due to the passage of time, the redeemable noncontrollable interest should be adjusted to the redemption value via one of two measurement methods. The Company elected the income classification-excess adjustment and accretion method for recognizing changes in the redemption value of the put options. Under this methodology, a calculation of the present value of the redemption value is compared to the carrying value of the redeemable noncontrolling interest and the carrying value of the redeemable noncontrolling interest is adjusted to the redemption value’s present value. Any adjustments to the carrying value of the redeemable noncontrolling interest, up to the fair value of the of the noncontrolling interest, are classified to retained earnings. Adjustments in excess of the fair value of the noncontrolling interest, are treated as a decrease to net income available to common stockholders. The fair value of the put options was determined using a discounted cash flow model. The redemption values were adjusted to their present values using the Company’s weighted average cost of capital. 

 

The following is a rollforward of the redeemable noncontrolling interest:

 

   

For the years ended December 31,

  

(In thousands)

  

2022

    

2021

    

2020

  

Beginning balance

   $ 10,626     $ 7,494     $ 16,112  

Net income (loss) attributable to noncontrolling interest

     3,221       38       (1,403 )

Redemption value adjustment of put option

     14,039       202       (7,215 )

Acquired businesses' noncontrolling interest

     -       2,892       -  

Ending balance

   $ 27,886     $ 10,626     $ 7,494  

 

In connection with the 2016 acquisition of Natural Habitat, Mr. Bressler has an equity incentive opportunity to earn an award of options based on the future financial performance of Natural Habitat, where if the final year equity value of Natural Habitat, as defined in Mr. Bressler's employment agreement, as amended, exceeds $25.0 million, effective as of December 31, 2025, Mr. Bressler will be granted options with a fair value equal to 10.1% of such excess, subject to certain conditions. Mr. Bressler has a one-time right to elect an early option award of 50% as of December 31, 2023. 

 

Lease Commitments 

 

The Company leases office space and equipment under long-term leases, which are classified as operating leases. As of December 31, 2022, the Company’s remaining weighted average operating lease terms were approximately 39 months. A reconciliation of operating lease payments undiscounted cash flows to lease liabilities recognized as of December 31, 2022 is as follows:

 

(In thousands)

 

Operating Lease Payments

 

2023

 $1,663 

2024

  1,736 

2025

  1,002 

2026

  300 

2027

  310 

Present value discount (6% weighted average)

  (387)

Total

 $4,624 

 

Lease expense was $2.3 million, $2.0 million and $1.8 million for the years ended December 31, 2022, 2021 and 2020, respectively. These amounts are recorded within general and administrative expenses.

 

Royalty Agreement – National Geographic

 

The Company is engaged in an alliance and license agreement with National Geographic through 2025, 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. The amount is calculated based upon a percentage of certain ticket revenues less travel agent commission, including the revenues received from cancellation fees and any revenues received from the sale of voyage extensions. A voyage extension occurs when a guest extends his or her trip with pre- or post-voyage hotel nights and is included within tour revenues. The royalty expense is recognized at the time of revenue recognition. Royalty expense for the years ended December 31, 2022, 2021 and 2020 was $5.7 million, $1.7 million and $1.3 million, respectively.

 

The royalty balances payable to National Geographic as of December 31, 2022 and 2021 is $1.8 and $0.9 million, respectively, and are included in accounts payable and accrued expenses.

 

Royalty Agreement – World Wildlife Fund

 

Natural Habitat has a license agreement with World Wildlife Fund, 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. The annual royalty payment and gross sales fees are paid on a quarterly basis. For the years ended December 31, 2022, 2021 and 2020, these fees totaled $1.1 million, $0.6 million and $0.2 million, respectively.

 

Royalty Agreement – Islander

 

Under a perpetual royalty agreement, the Company is obligated to pay a third party, based upon net revenues generated through tours conducted on the National Geographic Islander. The related royalty expenses are charged to cost of tours expenses. Royalty expense for the years ended December 31, 2022, 2021 and 2020 was $0.4 million, $0.0 million and $0.4 million, respectively. During  August 2022, the National Geographic Islander was retired from service.

 

Charter Commitments

 

From time to time, the Company enters into agreements to charter vessels onto which it holds its tours and expeditions, and with third parties to provide chartered air service for guests and crew on certain of its expeditions. 

 

Future minimum payments on its charter agreements are as follows:

 

For the years ended December 31,

  

Amount

  

(In thousands)

      

2023

   $ 14,660  

2024

     7,086  

Total

   $ 21,746  

 

Other Commitments

 

The Company participates, with other tour operators, in the Consumer Protection Insurance Plan sponsored by the United States Tour Operators Association (“USTOA”). The USTOA requires a $1.0 million performance bond, letter of credit or assigned certificate of deposit from its members to insure this plan. The Company has assigned a $1.0 million letter of credit to the USTOA to satisfy this requirement. This letter of credit will be used only if the Company becomes insolvent and cannot refund its customers’ deposits.

 

In certain instances when not fully covered through an insurance company, the Company self-insures cancellation insurance extended to guests. Further, the Company contracts with an unrelated insurance company to administer the guest insurance program, which includes additional guest-related insurance coverage purchased by guests. In connection with the program, the Company has provided a $150,000 letter of credit to the insurance company to cover unpaid premiums.

 

Operational Agreement

 

The Company maintains an agreement with a third party in the Galápagos Islands who provides advisory and administrative services, and operational support for the Company’s vessels stationed there, the National Geographic Endeavour II and National Geographic Islander II. This agreement is in effect through December 31, 2023 and renews annually.

 

Legal Proceedings

 

The Company is involved in various claims, legal actions and regulatory proceedings arising from time to time in the ordinary course of business. In the opinion of management, after consulting legal counsel, there are no outstanding proceedings that are expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.
v3.22.4
Note 11 - Employee Benefit Plan
 12 Months Ended
Dec. 31, 2022
Notes to Financial Statements  
Compensation and Employee Benefit Plans [Text Block]

NOTE 11 — EMPLOYEE BENEFIT PLAN

 

The Company has a 401(k)-profit sharing plan and trust for its employees. The Company matched 30% in 2022, 2021 and 2020, respectively, of employee contributions up to a per employee annual maximum of $2,400 for 2022, 2021 and 2020. The Company’s benefit plan contributions amounted to $0.6 million during the year ended December 31, 2022, and $0.4 million in each of the years ended December 31, 2021 and 2020. The benefit plan contributions are recorded within general and administrative expenses.
v3.22.4
Note 12 - Stockholders' Equity
 12 Months Ended
Dec. 31, 2022
Notes to Financial Statements  
Stockholders' Equity Note Disclosure [Text Block]

NOTE 12 — STOCKHOLDERS’ EQUITY

 

Company Stock

 

The Company has 1,000,000 shares of preferred stock authorized, $0.0001 par value and 200,000,000 shares of common stock authorized, $0.0001 par value.

 

Preferred Stock

 

On August 31, 2020, the Company issued and sold 85,000 shares of Series A Redeemable Convertible Preferred Stock, par value of $0.0001, (“Preferred Stock”) for $1,000 per share for gross proceeds of $85.0 million. As of December 31, 2022, 62,000 shares of Preferred Stock are outstanding. The Preferred Stock has senior and preferential ranking to the Company’s common stock. The Preferred Stock is entitled to cumulative dividends of 6.00% per annum, and for the first two years, the dividends were to be paid-in-kind. After the second anniversary of the issuance date, the dividends may be paid-in-kind or be paid in cash at the Company’s option. The Preferred Stock is convertible at any time, at the holder’s election, into a number of shares of common stock of the Company equal to the quotient obtained by dividing the then-current accrued value by the conversion price of $9.50. At any time after the third anniversary of the issuance, the Company may, at its option, convert all, but not less than all, of the Preferred Stock into common stock if the closing price of shares of common stock is at least 150% of the conversion price for 20 out of 30 consecutive trading days. The number of shares of common stock received in such conversion shall be equal to the quotient obtained by dividing the then-current accrued value by the conversion price. At the six-year anniversary of the closing date, each investor has the right to require the Company to repurchase their Preferred Stock and any Preferred Stock not requested to be repurchased shall be converted into common shares of the Company equal to the quotient obtained by dividing the then-current accrued value by the conversion price. The Preferred Stock deferred issuance costs was $2.1 million as of December 31, 2022.

 

During the years ended December 31, 2022 and 2021, 18,000 and 5,000 shares, respectively, of Preferred Stock and related accumulated dividends were converted by the holders into 2,109,561 and 566,364 shares, respectively, of the Company’s common stock.

 

For the years ended December 31, 2022, 2021 and 2020, the Company recorded $4.6 million, $5.3 million and $1.7 million, respectively, in accrued dividends for Preferred Stock. As of December 31, 2022, the Preferred Stock could be converted at the option of the holders into 7.5 million shares of the Company’s common stock.

 

Stock Repurchase Plan

 

In 2016, the Company’s Board of Directors approved a $15.0 million increase to the Company’s existing stock and warrant repurchase plan (“Repurchase Plan”), to $35.0 million. This Repurchase Plan authorizes the Company to purchase from time to time the Company’s outstanding common stock and previously outstanding warrants. Any shares purchased 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. The repurchases exclude shares repurchased to settle statutory employee tax withholding related to the vesting of stock awards. The Repurchase Plan was suspended through February 4, 2023, due to restrictions related to the Main Street Expanded Loan Facility program that continue for one-year upon repayment. The Company repaid the Main Street Expanded Loan Facility in  February 2022. Pursuant to the Repurchase Plan, the Company had repurchased 8,517 shares of common stock for approximately $127,000 during the year ended December 31, 2020, prior to its suspension. Since the Repurchase Plan inception, the Company has cumulatively repurchased 875,218 shares of common stock for $8.3 million and 6,011,926 warrants for $14.7 million, as of December 31, 2022. All repurchases were made using cash resources. The balance available for the Repurchase Plan as of December 31, 2022 was $12.0 million.
v3.22.4
Note 13 - Stock-based Compensation
 12 Months Ended
Dec. 31, 2022
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

NOTE 13 — STOCK-BASED COMPENSATION

 

During 2021, the Company’s compensation committee approved the 2021 Long-Term Incentive Plan, which supersedes the 2015 Long-Term Incentive Plan, and authorizes restricted time and performance awards and stock options to key employees. The Company's stock-based compensation program is a long-term retention program that provides for the grant of options, restricted stock, restricted stock units (“RSUs”) and performance-based restricted stock or units (“PSUs”) in order to attract, retain and provide incentives for directors, officers and employees. The maximum number of shares reserved for the grant of awards under the plan is 4.7 million, with approximately 3.6 million shares available as of December 31, 2022. The Company typically settles stock-based awards with newly issued shares.

 

Restricted Stock and Restricted Stock Units

 

Restricted stock is shares of stock granted to an employee, non-employee director or other service providers for which sale is prohibited for a specified period of time. Restricted stock typically vests ratably over a one or three-year period following the date of grant. RSUs represent a promise to deliver shares to the employee, non-employee director or other service providers at a future date if certain vesting conditions are met. RSUs typically vest ratably over a three-year period following the date of grant. The Company does not deliver the shares associated with the RSUs to the employee, non-employee director or other service providers until the vesting conditions are met. The number of shares or units granted are determined based upon the closing price of the Company's common stock on the date of the award.

 

Market Stock Units

 

Market stock units (“MSUs”) represent a promise to deliver shares to the employee, non-employee director or other service providers at a future date if certain performance and vesting conditions are met. The MSUs are market-based equity incentive awards based on a performance-multiplier of change in the stock price of the Company’s common stock between the grant date and a determined closing price. Each MSU represents the right to receive one share of Company stock multiplied by a performance multiplier or, at the option of the Company, an amount of cash. The number of shares that will eventually be earned and vest may be more or less than the number of MSUs that are awarded, depending on the Company's common stock price. Awards, if earned, will vest after a determined performance period and may be earned at a level ranging from 0%-150% of the number of MSUs granted, depending on performance. The number of units granted were determined based upon the closing price of the Company's common stock on the date of the award.

 

The Company assessed the applicable metrics related to the MSU grants, estimating the fair value of employee MSU awards and the amount of stock compensation expense using the Monte-Carlo pricing model.

 

Performance Stock Units

 

PSUs represent a promise to deliver shares to the employee, non-employee director or other service providers at a future date if certain performance and vesting conditions are met. PSUs generally vest three years following the date of grant based on the attainment of performance- or market-based goals, all of which are subject to a service condition. The Company does not deliver the shares associated with the PSUs to the employee, non-employee director or other service providers until the performance and vesting conditions are met. 

 

The PSUs granted may be earned based on the Company's performance against metrics relating to annual Adjusted EBITDA and annual revenue. Awards, if earned, 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. The number of units were determined based upon the closing price of the Company's common stock on the date of the award. 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 of PSU’s expected to vest. 

 

Stock Options

 

Stock options represent a right to buy a number of shares by the employee, non-employee director or other service providers at a future date, for a pre-set price, or exercise price, for a fixed period of time. Stock options generally vest over one to four years, with a term of ten years. Stock compensation expense related to options are recorded based on the fair value of stock option grants, amortized on a straight-line basis over the employee’s required service period. The Company estimated the fair value of employee stock options using the Black-Scholes option pricing model. The fair values of employee stock options granted under the 2021 and 2015 plans were estimated using the following assumptions:

 

   

Stock Option Grants

  
    2022    

2021

    

2020

  

Stock price

 $ 12.64 - 14.36     $ 16.38     $ 10.84  

Exercise price

 $ 12.64 - 14.36     $ 16.38     $ 10.84  

Dividend yield

   0.0 %     0.00

%

     0.00

%

Expected volatility

   57.79 %     25.61

%

     29.08

%

Risk-free interest rate

   2.75 - 3.15 %     1.63

%

     0.98

%

Expected term in years

   6.25       7.50       7.00  

 

Long-Term Incentive Compensation

 

See the following table for a summary of PSU, restricted stock, RSU and MSU activity.

 

   

Performance-based Stock Units

    

Restricted Stock and Restricted Stock Units

    

Market-based Stock Units

  
   

Number of Shares

    

Weighted Average Grant Date Fair Value

    

Number of Shares

    

Weighted Average Grant Date Fair Value

    

Number of Shares

    

Weighted Average Grant Date Fair Value

  

Balance, December 31, 2019

     215,421     $ 11.16       342,046     $ 12.47       -     $ -  

Granted

     86,783       5.42       648,617       11.22       102,062       8.51  

Vested and released

     (57,022 )     8.98       (213,583 )     11.99       -       -  

Forfeited

     (66,484 )     9.69       (35,479 )     8.81       -       -  

Balance, December 31, 2020

     178,698       9.73       741,601       11.70       102,062       8.51  

Granted

     -       -       283,872       17.16       50,072       18.90  

Vested and released

     (41,990 )     10.27       (358,144 )     10.21       -       -  

Forfeited

     (61,767 )     9.79       (98,978 )     14.18       -       -  

Balance, December 31, 2021

     74,941       9.39       568,351       14.93       152,134       11.93  

Granted

     -       -       348,046       13.18       81,726       15.08  

Vested and released

     (14,543 )     15.25       (236,306 )     14.42       (76,549 )     8.51  

Forfeited

     (37,778 )     9.51       (139,368 )     14.38       (25,335 )     16.78  

Balance, December 31, 2022

     22,620       5.41       540,723       14.17       131,976       13.66  

 

Stock Options

 

The following table is a summary of stock option activity:

 

   

Number of Options

    

Weighted Average Exercise Price

    

Weighted Average Contractual Live (Years)

    

Aggregate Intrinsic Value

  

Options outstanding as of December 31, 2019

     200,000     $ 9.47       7.6     $ 1,376,000  

Granted

     310,000       10.84                  

Options outstanding as of December 31, 2020

     510,000       10.30       6.7       3,476,800  

Granted

     1,000,000       16.38                  

Exercised

     (12,000 )     9.47                  

Options outstanding as of December 31, 2021

     1,498,000       14.37       8.8       1,848,040  

Granted

     200,458       14.02                  

Exercised

     (77,500 )     10.84                  

Forfeited

     (232,500 )     10.84                  

Options outstanding as of December 31, 2022

     1,388,458       15.10       7.9       -  

 

   

As of December 31, 2022

  
   

Number of Options

    

Weighted Average Exercise Price

    

Weighted Average Contractual Live (Years)

    

Aggregate Intrinsic Value

  

Options vested and/or expected to vest

     1,388,458     $ 15.10       7.9     $ -  

Options exercisable

     388,000       13.03       6.1       -  

 

Stock-based Compensation Expense

 

Stock-based compensation expense for the years ended December 31, 2022, 2021 and 2020 was $7.0 million, $5.6 million and $2.4 million, respectively, and is included in general and administrative expenses. The total income tax benefit recognized for stock-based compensation plans for the years ended December 31, 2022, 2021 and 2020 was $0.0 million. As of December 31, 2022, unrecognized stock-based compensation expense was $14.3 million. This amount is expected to be recognized over a weighted average period of approximately 2.8 years. 

 

Mr. Lawrence, President of Off the Beaten Path, was issued 1,007 profit interest units in the equity of Off the Beaten Path as part of the acquisition. The profit interest units had a $132.86 per share grant date fair value and are considered vested upon issuance. 
v3.22.4
Note 14 - Related Party Transactions
 12 Months Ended
Dec. 31, 2022
Notes to Financial Statements  
Related Party Transactions Disclosure [Text Block]

NOTE 14 — RELATED PARTY TRANSACTIONS 

 

On May 4, 2016, in connection with the Company's acquisition of Natural Habitat, Natural Habitat issued an unsecured promissory note to Mr. Bressler, the founder of Natural Habitat, with an original principal amount of $2.5 million. The promissory note principal payments were paid in three equal installments, see Note 6—Long-term Debt.
v3.22.4
Note 15 - Segment Information
 12 Months Ended
Dec. 31, 2022
Notes to Financial Statements  
Segment Reporting Disclosure [Text Block]

NOTE 15 — SEGMENT INFORMATION

 

The Company’s chief operating decision maker, or CODM, assesses performance and allocates resources based upon the separate financial information from the Company’s operating segments. In identifying its reportable segments, the Company considered the nature of services provided, the geographical areas in which the segments operated and other relevant factors.

 

The Company is primarily an experiential travel operator with operations in two segments, Lindblad and Land Experiences. While both segments have similar characteristics, the two operating and reporting segments cannot be aggregated because they fail to meet the requirements for aggregation. The Company evaluates the performance of the business based largely on the results of its operating segments. The 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. The reports provided to the Board of Directors are at a consolidated level and also contain information regarding the separate results of both segments.

 

The Company evaluates the performance of its business segments based largely on tour revenues and operating income, without allocating other income and expenses, net, income taxes and interest expense, net. For the full year ended December 31, 2022, 2021 and 2020, segment operating results were as follows:

 

   

For the years ended December 31,

  
   

2022

    

2021

    

2020

  

(In thousands)

                        

Tour revenues:

                        

Lindblad

   $ 278,449     $ 82,842     $ 69,620  

Land Experiences

     143,051       64,265       12,736  

Total tour revenues

   $ 421,500     $ 147,107     $ 82,356  

Operating income (loss):

                        

Lindblad

   $ (77,871 )   $ (111,477 )   $ (78,573 )

Land Experiences

     14,825       646       (9,825 )

Total operating income (loss)

   $ (63,046 )   $ (110,831 )   $ (88,398 )

 

Intercompany tour revenues between the Lindblad and Land Experiences segments eliminated in consolidation and in the presentation above for the years ended December 31, 2022, 2021 and 2020 were $6.0 million, $2.2 million and $2.4 million, respectively.

 

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

 

   

For the years ended December 31,

  
   

2022

    

2021

    

2020

  

(In thousands)

                        

Depreciation and amortization:

                        

Lindblad

   $ 41,275     $ 37,516     $ 30,033  

Land Experiences

     2,767       2,009       2,051  

Total depreciation and amortization

   $ 44,042     $ 39,525     $ 32,084  

 

The following table presents the Company’s total assets, intangibles, net and goodwill by segment:

 

   

As of December 31,

  
    2022     2021  

Total Assets:

                

Lindblad

   $ 662,683     $ 724,873  

Land Experiences

     125,292       102,618  

Total assets

   $ 787,975     $ 827,491  
                 

Intangibles, net:

                

Lindblad

   $ 1,680     $ 1,874  

Land Experiences

     9,539       11,361  

Total intangibles, net

   $ 11,219     $ 13,235  
                 

Goodwill:

                

Lindblad

   $ -     $ -  

Land Experiences

     42,017       42,017  

Total goodwill

   $ 42,017     $ 42,017  

 
v3.22.4
Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

 

The consolidated financial statements include the accounts of Lindblad Expeditions Holdings, Inc. and its consolidated subsidiaries, after elimination of all intercompany accounts and transactions. The consolidated financial statements and accompanying 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”).
Use of Estimates, Policy [Policy Text Block]

Use of Estimates

 

The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets, liabilities, revenues and expenses. Actual results could differ from such estimates. Management estimates include determining the estimated lives of long-lived and intangible assets, the valuation of stock-based compensation awards, income tax expense, the valuation of deferred tax assets and liabilities, the fair value of derivative instruments, the fair value of assets acquired and liabilities assumed in business combinations, the value of contingent consideration and assessing its litigation, other legal claims and contingencies. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period that they are determined to be necessary.

 
Revenue from Contract with Customer [Policy Text Block]

Revenue Recognition

 

Revenues are measured based on consideration specified in the Company’s contracts with guests and are recognized as the related performance obligations are satisfied. The majority of the Company’s revenues are derived from guest ticket contracts which are reported as tour revenues in the consolidated statements of operations. The Company’s primary performance obligation under these contracts is to provide an expedition, trip or tour, and may include pre- and post-expedition excursions, hotel accommodations, land-based expeditions and air transportation to and from the ships or the trip or tour beginning or end point. Upon satisfaction of the Company’s primary performance obligation, revenue is recognized over the duration of each expedition, trip or tour.

 

Tour revenues also include revenues from the sale of goods and services onboard the Company’s ships, cancellation fees and trip insurance. Revenues from the sale of goods and services rendered onboard are recognized upon purchase. Guest cancellation fees are recognized as tour revenues at the time of the cancellation. The Company records a liability for estimated trip insurance claims based on the Company’s claims history. Proceeds received from trip insurance premiums in excess of this liability are recorded as revenue in the period in which they are received.

 

The Company sources its guest bookings through a combination of direct selling and various agency networks and alliances. The following table disaggregates tour revenues by the sales channel it was derived from:

 

  

For the years ended December 31,

 
  

2022

  

2021

  

2020

 

Guest ticket revenue:

            

Direct

  50%  56%  41%

National Geographic

  14%  14%  18%

Agencies

  20%  18%  25%

Affinity

  5%  5%  5%

Guest ticket revenue

  89%  93%  89%

Other tour revenue

  11%  7%  11%

Tour revenues

  100%  100%  100%

 
Customer Deposits and Contract Liabilities, Policy [Policy Text Block]

Customer Deposits and Contract Liabilities

 

The Company’s guests remit deposits in advance of tour embarkation. Guest deposits consist of guest ticket revenues as well as revenues from the sale of pre- and post-expedition excursions, hotel accommodations, land-based expeditions and certain air transportation. Guest deposits represent unearned revenues and are reported as unearned passenger revenues when received and are subsequently recognized as tour revenue over the duration of the expedition. Accounting Standards Codification (“ASC”), Revenue from Contracts with Customers (Topic 606) defines a “contract liability” as an entity’s obligation to transfer goods or services to a customer for which the entity has received consideration from the customer. The Company does not consider guest deposits to be a contract liability until the guest no longer has the right, resulting from the passage of time, to cancel their reservation and receive a full refund. In conjunction with the suspension or rescheduling of expeditions, the Company provided guests an option of either a refund or future travel certificates, which in some instances exceeded the original cash deposit. The value of future travel certificates in excess of cash received is being recognized as a discount to tour revenues at the time the related expedition occurs. Future travel certificates are valued based on the Company’s expectation that a guest will travel again. As of December 31, 2022 and 2021 the Company has recorded $245.1 million and $212.6 million, related to unearned passenger revenue, respectively.

 

The change in contract liabilities within unearned passenger revenues are as follows:

 

  

Contract Liabilities

 

(In thousands)

    

Balance as of December 31, 2021

 $147,783 

Recognized in tour revenues during the period

  (402,641)

Additional contract liabilities in period

  433,056 

Balance as of December 31, 2022

 $178,198 

 
Cost of Revenue, Policy [Policy Text Block]

Cost of Tours

 

Cost of tours represents the direct costs associated with revenues during expeditions, trips and tours, including costs of pre- or post-expedition excursions, hotel accommodations, land-based expeditions, air and other transportation expenses and costs of goods and services rendered onboard, payroll and related expenses for shipboard, guides and expedition personnel, food costs for guests and crew, fuel and related costs and other expenses such as land costs, port costs, repairs and maintenance, equipment expense, drydock, ship insurance and charter hire expenses.

 
Self Insurance Reserve [Policy Text Block]

Insurance

 

The Company maintains insurance to cover a number of risks including illness and injury to crew, guest injuries, pollution, other third-party claims in connections with its tour expedition activities, damages to hull and machinery for each of its vessels, war risks, workers’ compensation, employee health, directors’ and officers’ liability, property damages and general liabilities for third-party claims. The Company recognizes insurance recoverable from third-party insurers for incurred expenses at the time the recovery is probable and upon realization for amounts in excess of incurred expenses. All of the Company’s insurance policies are subject to coverage limits, exclusions and deductible levels.

 

As of December 31, 2022 and 2021, the Company self-insured for medical insurance claims up to $250,000 and $125,000, respectively, per claim. In addition, as of December 31, 2022 and 2021, the Company maintained Stop Loss coverage for medical claims in excess of the $125,000, which had an aggregate deductible of $57,500. As of December 31, 2022 and 2021, the Company recorded a liability for Incurred-But-Not-Recorded (“IBNR”) medical claims, which was determined based on prior years claims experience.

 

The Company also extends cancellation insurance to guests. The Company uses an insurance company to manage passenger insurance purchased to cover a variety of insurable losses including cancellations, interruption, missed connections, travel delays, accidental death and dismemberment, medical coverage and baggage issues. In certain instances, the Company is self-insured for the claims only which cover cancellations, interruption, missed connections and travel delays. The required reserve was determined based on claims experience. While the Company believes its estimated IBNR and accrued claims reserves are adequate, the ultimate losses may differ from its estimates.

 

The Company participates in a traditional marine industry reinsurance solution for liability exposure through their Protection and Indemnity (“P&I Club”) Reinsurers, which are similar to mutual marine P&I Club’s that jointly and severally indemnify each other to provide discounted primary and excess Protection and Indemnity coverage to club members. The resulting aggregated surplus of the clubs combines to provide the Company with below market primary and high excess liability coverage for covered losses. For consideration of long-term below market Protection and Indemnity rates, the joint and several liability obligation requires the down-stream indemnification by their members, including the Company.

 
Selling, General and Administrative Expenses, Policy [Policy Text Block]

General and Administrative Expense

 

General and administrative expenses primarily represent the costs of the Company’s shore-side vessel support, reservations and other administrative functions, and includes salaries and related benefits, professional fees and occupancy costs.

 

Selling and Marketing Expense

 

Selling and marketing expenses include commissions, royalties and a broad range of advertising and marketing expenses. These include advertising costs of direct mail, email, digital media, traditional media, travel agencies and brand websites, as well as costs associated with website development and maintenance, social media and corporate sponsorship costs. Advertising is charged to expense as incurred. Advertising expenses totaled $31.6 million, $19.1 million and $9.3 million for the years ended December 31, 2022, 2021 and 2020, respectively. The largest component of advertising expense for the years ended December 31, 2022, 2021 and 2020 was online advertising, which totaled $14.7 million, $9.8 million and $3.5 million, respectively.

 
Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents

 

The Company considers all highly liquid instruments with an original maturity of six months or less, as well as deposits in financial institutions, to be cash and cash equivalents. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows:

 

  

For the years ended December 31,

 
  

2022

  

2021

  

2020

 

(In thousands)

            

Cash and cash equivalents

 $87,177  $150,753  $187,531 

Restricted cash

  28,847   21,940   16,984 

Total cash, cash equivalents and restricted cash as presented in the statement of cash flows

 $116,024  $172,693  $204,515 

 
Concentration Risk, Credit Risk, Policy [Policy Text Block]

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. As of December 31, 2022 and 2021, the Company’s cash held in financial institutions outside of the U.S. amounted to $3.3 million and $1.0 million, respectively.

 
Restricted Cash and Marketable Securities [Policy Text Block]

Restricted Cash and Marketable Securities

 

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

 

The Company has classified marketable securities, principally money market funds or other short-term investments, 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. Cost of these short-term investments approximates fair value.

 

In order to operate guest tour expedition vessels from U.S. ports, the Company is required to either post a performance bond with the Federal Maritime Commission or escrow all unearned guest deposits plus an additional 10% in restricted accounts, up to a maximum of $32 million. To satisfy this requirement, the Company entered into an agreement with a financial institution to escrow the required amounts.

 

Restricted cash and marketable securities consist of the following:

 

  

As of December 31, 2022

  

As of December 31, 2021

 

(In thousands)

        

Credit card processor reserves

 $20,400  $10,536 

Federal Maritime Commission and other escrow

  6,882   9,814 

Certificates of deposit and other restricted securities

  1,565   1,590 

Total restricted cash

 $28,847  $21,940 

 
Inventory Supplies, Policy [Policy Text Block]

Marine Operating Supplies and Inventories

 

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.

 

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.

 
Prepaid Expenses and Other Current Assets [Policy Text Block]

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 December 31, 
  

2022

  

2021

 

(In thousands)

       

Prepaid tour expenses

 $20,605  $10,337 

Other

  21,173   16,757 

Total prepaid and other current expenses

 $41,778  $27,094 

 
Financing Receivable [Policy Text Block]
Loan Receivable

 

In December 2019, the Company and Ulstein Verft AS (“Ulstein Verft”) amended the National Geographic Resolution construction agreement. The amended agreement among other things, provided for a $4.0 million loan to Ulstein Verft, with repayment to be 112% of the principal loan balance, due on maturity in December 2022. This loan receivable was recorded at amortized cost within prepaid and other current assets. During 2021, the Company reduced the loan amount to be repaid in lieu of cash payment for a change order with the shipyard. Ulstein Verft repaid $4.1 million in loan principal and interest in December 2022, at maturity. 

 
Property, Plant and Equipment, Policy [Policy Text Block]

Property and Equipment

 

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

 

  

Years

 

Vessels and vessel improvements

 15-25 

Furniture & equipment

  5  

Computer hardware and software

  5  

Leasehold improvements, including expedition sites and port facilities

 

Shorter of lease term or related asset life

 

 

The ship-based tour and expedition industry is very capital intensive. As of December 31, 2022, the Company owned and operated ten expedition vessels. 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 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 traditionally 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.

 
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

Goodwill

 

The Company tests for impairment annually as of September 30, or more frequently if warranted. The Company assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of goodwill is less than its carrying amount. The Company completed the annual impairment test as of September 30, 2022 with no indication of goodwill impairment. See Note 5—Goodwill and Intangible Assets for further details on the Company’s goodwill.

 
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block]

Intangible Assets

 

Intangible assets 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 were computed using the estimated useful lives of 15 and 5 years, respectively. See Note 5—Goodwill and Intangible Assets for further information on the Company’s intangible assets.

 

The Company operates two vessels year-round in the Galápagos National Park in Ecuador, the National Geographic Endeavour II with 96 berths and the National Geographic Islander II with 48 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. The cupos have a renewable 20-year term, subject to early termination by the Ecuadorean Province of Galápagos government for non-compliance with the terms of the contract and applicable law regulations.

 

Upon the occurrence of a triggering event, the assessment of possible impairment of the Company’s intangible assets 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 December 31, 2022 and 2021, the Company determined that there were no triggering events regarding its intangible assets.

 
Long-Lived Assets [Policy Text Block]

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 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 December 31, 2022 and 2021, the Company determined that there were no triggering events regarding its long-lived assets, as the Company returned to operations.

 
Accounts Payable and Accrued Expenses, Policy [Policy Text Bock]

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 December 31,

 
  

2022

  

2021

 

(In thousands)

        

Accrued other expense

 $54,418  $39,560 

Accounts payable

  16,601   9,692 

Total accounts payable and accrued expenses

 $71,019  $49,252 

 
Lessee, Leases [Policy Text Block]

Leases

 

The Company leases office and warehousing space with lease terms ranging from one to ten years, and computer hardware and software and office equipment with lease terms ranging from three to six years.

 

At the inception of a lease, the Company recognizes right-of-use lease assets and related lease liabilities measured as the present value of future lease payments. Lease expense is recognized on a straight-line basis over the term of the lease. The Company reviewed its contracts with vendors and customers, determining that its right-to-use lease assets consisted primarily of office space operating leases. In determining the right-to-use lease assets and related lease liabilities, the Company did not recognize any lease extension options and elected to exclude leases with terms of 12-months or less. Short-term leases are accounted for monthly over the lease term.
Fair Value Measurement, Policy [Policy Text Block]

Fair Value Measurements

 

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.

 

Level 3 financial liabilities consist of obligations for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.

 

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.

 

In connection with the acquisition of Classic Journeys during the year ended December 31, 2021, the Company makes recurring fair value measurements of contingent acquisition consideration using level 3 unobservable inputs. See Note 7—Financial Instruments and Fair Value Measurements.

 

Based on the terms of the agreements and comparable market data, the Company estimates the fair value of its long-term debt to be $523.6 million as of  December 31, 2022. 

 

The carrying amounts of cash and cash equivalents, accounts payable and accrued expenses and unearned passenger revenue approximate fair value, due to the short-term nature of these instruments. As of December 31, 2022 and 2021, other than derivative instruments, investments in securities and contingent acquisition consideration, the Company had no other assets or liabilities that were measured at fair value on a recurring basis.

 
Derivatives, Policy [Policy Text Block]

Derivative Instruments and Hedging Activities

 

Currency Risk. The Company uses currency exchange contracts to manage its exposure to changes in currency exchange rates associated with certain of its non-U.S. dollar denominated receivables and payables. The Company primarily hedges a portion of its current-year currency exposure to several currencies, which normally include, but are not limited to, the Canadian and New Zealand dollars, the Brazilian real, South African rand, Indian rupee, the euro and the British pound sterling. The fluctuations in the value of these forward contracts largely offset the impact of changes in the value of the underlying risk they economically hedge. The Company also uses foreign exchange forward contracts, designated as cash flow hedges, from time-to-time as necessary, to manage its exposure to foreign denominated contracts. 

 

Interest Rate Risk. The Company, at times, uses interest rate caps, designated as cash flow hedges, to manage the risk related to its floating rate debt.

 

By entering into derivative instrument contracts, the Company exposes itself, from time to time, to counterparty credit risk. Counterparty credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is in an asset position, the counterparty has a liability to the Company, which creates credit risk for the Company. The Company continues to monitor counterparty credit risk as part of its ongoing hedge assessments.

 

The Company’s derivative assets consist principally of interest rate caps and currency exchange contracts, which are carried at fair value based on significant observable inputs (Level 2 inputs). Derivatives entered into by the Company are typically executed over-the-counter and are valued using internal valuation techniques, as quoted market prices are not readily available. The valuation technique and inputs depend on the type of derivative and the nature of the underlying exposure. The Company principally uses discounted cash flows along with fair value models that primarily use market observable inputs. These models take into account a variety of factors including, where applicable, maturity, currency exchange rates, interest rate yield curves and counterparty credit risks.

 

The Company records derivatives on a gross basis in other long-term assets and other liabilities in the consolidated balance sheets at fair value. The accounting for changes in value of the derivative depends on whether or not the transaction has been designated and qualifies for hedge accounting. Derivatives that are not designated as hedges are reported and measured at fair value through earnings.

 

The Company applies hedge accounting to interest rate and foreign exchange rate derivatives entered into for risk management purposes. To qualify for hedge accounting, a derivative must be highly effective at reducing the risk associated with the exposure being hedged. In addition, key aspects of achieving hedge accounting are documentation of hedging strategy and hedge effectiveness at the hedge inception and substantiating hedge effectiveness on an ongoing basis. A derivative must be highly effective in accomplishing the hedge objective of offsetting changes in the cash flows of the hedged item for the risk being hedged. The effective portion of changes in the fair value of derivatives designated in a hedge relationship and that qualify as cash flow hedges is recorded in accumulated other comprehensive income, net of tax, and is subsequently reclassified into earnings in the period that the hedged transaction affects earnings. The Company formally documents the relationship between derivatives and hedged items, as well as the risk-management objective and the strategy for undertaking hedge transactions at the inception of the hedging relationship. This documentation includes linking cash flow hedges to specific assets and liabilities on the balance sheet or to specific forecasted transactions. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivative instruments that are used are highly effective in offsetting changes in fair values or cash flows of the hedged items.

 
Income Tax, Policy [Policy Text Block]

Income Taxes

 

The Company is subject to income taxes in both the U.S. and the non-U.S. jurisdictions in which it operates. Significant management judgment is required in projecting ordinary income to determine the Company’s estimated effective tax rate.

 

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 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 its foreign and U.S. companies to determine the appropriate level of valuation allowances.

 

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 are “more-likely-than-not” to be sustained. As of December 31, 2022 and 2021, the Company had no unrecognized tax positions. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. During the years ended December 31, 2022 and 2021, interest and penalties on uncertain tax positions included in income tax expense was insignificant.

 

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 four prior years remain subject to examination by tax authorities and the Company’s foreign tax returns for the current year and five prior years remain subject to examination by tax authorities.

 
Other Long-term Assets [Policy Text Block]

Other Long-Term Assets

 

During the years ended December 31, 2022 and 2016, the Company recorded $2.3 million and $3.6 million, respectively, of tax assets for long-term prepaid value-added taxes related to the importation of the National Geographic Islander II and the National Geographic Endeavour II, respectively. The Company expects to earn tax credits over time that will reduce the asset.

 
Debt, Policy [Policy Text Block]

Deferred Financing Costs

 

Deferred financing costs relate to the issuance costs of debt liabilities and are as direct deduction from the debt carrying amount. Deferred financing costs are amortized over the life of the debt or loan agreement through interest expense, net. See Note 6—Long-term Debt.

 
Foreign Currency Transactions and Translations Policy [Policy Text Block]

Foreign Currency Translation

 

The Company’s functional currency is the U.S. dollar. Any foreign operations and remeasurement adjustments and gains or losses resulting from foreign currency transactions are recorded as foreign exchange gains or losses.

 
Share-Based Payment Arrangement [Policy Text Block]

Stock-Based Compensation

 

Stock-based compensation awards issued to employees, non-employee directors or other service providers are recorded at their fair value on the date of grant and amortized over the service period of the award. The Company recognizes stock-based 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, within general and administrative expenses.

 
Stockholders' Equity Note, Redeemable Preferred Stock, Issue, Policy [Policy Text Block]

Series A Redeemable Convertible Preferred Stock 

 

The Company’s Series A redeemable convertible preferred stock (“Preferred Stock”) is accounted for as a temporary equity instrument. The redemption or conversion of the Preferred Stock into shares of the Company’s common stock is not solely controlled by the Company. At the six-year anniversary of the issuance, the holders have the right to require the Company to repurchase their Preferred Stock. The Preferred Stock is convertible into the Company’s common stock (i) any time at the holder’s election, (ii) at the six-year anniversary of the issuance of those shares not redeemed at the request of the holder, or (iii) after the third anniversary of the issuance by the Company under certain circumstances. See Note 12—Stockholders’ Equity.

 
v3.22.4
Note 2 - Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2022
Notes Tables  
Disaggregation of Revenue [Table Text Block]
  

For the years ended December 31,

 
  

2022

  

2021

  

2020

 

Guest ticket revenue:

            

Direct

  50%  56%  41%

National Geographic

  14%  14%  18%

Agencies

  20%  18%  25%

Affinity

  5%  5%  5%

Guest ticket revenue

  89%  93%  89%

Other tour revenue

  11%  7%  11%

Tour revenues

  100%  100%  100%
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block]
  

Contract Liabilities

 

(In thousands)

    

Balance as of December 31, 2021

 $147,783 

Recognized in tour revenues during the period

  (402,641)

Additional contract liabilities in period

  433,056 

Balance as of December 31, 2022

 $178,198 
Schedule of Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Table Text Block]
  

For the years ended December 31,

 
  

2022

  

2021

  

2020

 

(In thousands)

            

Cash and cash equivalents

 $87,177  $150,753  $187,531 

Restricted cash

  28,847   21,940   16,984 

Total cash, cash equivalents and restricted cash as presented in the statement of cash flows

 $116,024  $172,693  $204,515 
Restricted Cash and Marketable Securities [Table Text Block]
  

As of December 31, 2022

  

As of December 31, 2021

 

(In thousands)

        

Credit card processor reserves

 $20,400  $10,536 

Federal Maritime Commission and other escrow

  6,882   9,814 

Certificates of deposit and other restricted securities

  1,565   1,590 

Total restricted cash

 $28,847  $21,940 
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block]
  As of December 31, 
  

2022

  

2021

 

(In thousands)

       

Prepaid tour expenses

 $20,605  $10,337 

Other

  21,173   16,757 

Total prepaid and other current expenses

 $41,778  $27,094 
Schedule Of Estimated Useful Lives [Table Text Block]
  

Years

 

Vessels and vessel improvements

 15-25 

Furniture & equipment

  5  

Computer hardware and software

  5  

Leasehold improvements, including expedition sites and port facilities

 

Shorter of lease term or related asset life

 
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]
  

As of December 31,

 
  

2022

  

2021

 

(In thousands)

        

Accrued other expense

 $54,418  $39,560 

Accounts payable

  16,601   9,692 

Total accounts payable and accrued expenses

 $71,019  $49,252 

 
v3.22.4
Note 3 - Earnings Per Share (Tables)
 12 Months Ended
Dec. 31, 2022
Notes Tables  
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
   

For the years ended December 31,

  
   

2022

    

2021

    

2020

  

(In thousands, except share and per share data)

                        

Net loss attributable to Lindblad Expeditions Holdings, Inc.

   $ (111,381 )   $ (119,206 )   $ (98,737 )

Series A redeemable convertible preferred stock dividend

     4,671       5,289       1,705  

Non-cash deemed dividend to preferred share holders

     -       170       -  

Undistributed loss available to stockholders

   $ (116,052 )   $ (124,665 )   $ (100,442 )
                         

Weighted average shares outstanding:

                        

Total weighted average shares outstanding, basic

     52,018,987       50,109,426       49,737,129  

Total weighted average shares outstanding, diluted

     52,018,987       50,109,426       49,737,129  
                         

Undistributed loss per share available to stockholders:

                        

Basic

   $ (2.23 )   $ (2.41 )   $ (2.01 )

Diluted

   $ (2.23 )   $ (2.41 )   $ (2.01 )
v3.22.4
Note 4 - Property and Equipment (Tables)
 12 Months Ended
Dec. 31, 2022
Notes Tables  
Property, Plant and Equipment [Table Text Block]
   

As of December 31,

  
   

2022

    

2021

  

(In thousands)

                

Vessels and improvements

   $ 759,981     $ 739,957  

Furniture and equipment

     28,732       23,958  

Leasehold improvements

     1,426       1,426  

Total property and equipment, gross

     790,139       765,341  

Less: Accumulated depreciation

     (250,733 )     (222,923 )

Property and equipment, net

   $ 539,406     $ 542,418  
v3.22.4
Note 5 - Goodwill and Intangible Assets (Tables)
 12 Months Ended
Dec. 31, 2022
Notes Tables  
Schedule of Goodwill [Table Text Block]

(In thousands)

  

Land Experiences Segment

  

Balance as of December 31, 2019

   $ 22,105  

Activity

     -  

Balance as of December 31, 2020

     22,105  

Acquisitions

     19,912  

Balance as of December 31, 2021

     42,017  

Activity

     -  

Balance as of December 31, 2022

   $ 42,017  
Schedule of Intangible Assets and Goodwill [Table Text Block]
   

As of December 31,

  
   

2022

            

2021

  

(In thousands)

  

Gross Carrying Amount

    

Accumulated Amortization

    

Net Carrying Amount

    

Weighted Average Useful Life Remaining (years)

    

Gross Carrying Amount

    

Accumulated Amortization

    

Net Carrying Amount

  

Tradenames

   $ 7,069     $ (1,751 )   $ 5,318       11.3     $ 7,069     $ (1,266 )   $ 5,803  

Customer Lists

     6,182       (1,961 )     4,221       3.4       6,182       (624 )     5,558  

Operating rights

     6,529       (4,849 )     1,680       19.2       6,529       (4,655 )     1,874  

Total intangibles, net

   $ 19,780     $ (8,561 )   $ 11,219       9.5     $ 19,780     $ (6,545 )   $ 13,235  

 
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

Year

  

Amount

  
   

(In thousands)

  

2023

   $ 1,795  

2024

     1,795  

2025

     1,795  

2026

     1,071  

2027

     559  

Thereafter

     4,204  
    $ 11,219  
v3.22.4
Note 6 - Long-term Debt (Tables)
 12 Months Ended
Dec. 31, 2022
Notes Tables  
Schedule of Long-Term Debt Instruments [Table Text Block]
    As of December 31,  
   

2022

    

2021

  

(In thousands)

  

Principal

    

Deferred Financing Costs, net

    

Balance

    

Principal

    

Deferred Financing Costs, net

    

Balance

  

6.75% Notes

   $ 360,000     $ (8,968 )   $ 351,032     $ -     $ -     $ -  

First Export Credit Agreement

     94,794       (1,829 )     92,965       107,695       (2,090 )     105,605  

Second Export Credit Agreement

     110,044       (2,207 )     107,837       120,281       (2,473 )     117,808  

Other

     955       -       955       1,034       -       1,034  

Note payable

     -       -       -       842       -       842  

Credit Facility

     -       -       -       284,170       (9,050 )     275,120  

Revolving Facility

     -       -       -       44,500       (190 )     44,310  

Total long-term debt

     565,793       (13,004 )     552,789       558,522       (13,803 )     544,719  

Less current portion

     (23,337 )     -       (23,337 )     (26,061 )     -       (26,061 )

Total long-term debt, non-current

   $ 542,456     $ (13,004 )   $ 529,452     $ 532,461     $ (13,803 )   $ 518,658  
Schedule of Maturities of Long-Term Debt [Table Text Block]

Year

  

Amount

  
   

(In thousands)

  

2023

   $ 23,337  

2024

     23,290  

2025

     40,580  

2026

     38,016  

2027

     373,448  

Thereafter

     67,122  
    $ 565,793  
v3.22.4
Note 7 - Financial Instruments and Fair Value Measurements (Tables)
 12 Months Ended
Dec. 31, 2022
Notes Tables  
Schedule of Derivative Instruments [Table Text Block]
   

Interest Rate Caps

Trade date and borrowing date

  

May 29, 2018

Effective date

  

September 27, 2018

Termination date

  

May 31, 2023

Notional amount

  

$100,000,000

Fixed interest rate (plus spread)

  

3.00% May 1, 2019 until maturity

Variable interest rate

  

1 month LIBOR

Settlement

  

Monthly on last day of each month

Interest payment dates

  

Monthly on last day of each month

Reset dates

  

Last day of each month
Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block]

(in thousands)

  

Absolute Notional Value

  

Interest rate caps

  

$

100,000

  

Foreign exchange contracts

    

12,440

  
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) and Non-cash Flow Hedges Impacting the Income Statement [Table Text Block]
   

For the years ended December 31,

  

(In thousands)

  

2022

    

2021

    

2020

  
                         

Derivative instruments designated as cash flow hedging instruments:

                        

Interest rate cap (a)

   $ -     $ (363 )     (247 )

Foreign exchange forward (b)

     -       (605 )   $ (2,832 )
                         

Derivative instruments not designated as cash flow hedging instruments:

                        

Interest rate cap (a)

     40       -       -  

Foreign exchange forward (c)

     (1,236 )     288       554  

Total

   $ (1,196 )   $ (680 )   $ (2,525 )
Fair Value, Inputs, Level 2 [Member]  
Notes Tables  
Schedule of Derivative Instruments [Table Text Block]
   

As of December 31,

  
   

2022

    

2021

  

(In thousands)

  

Fair Value, Asset Derivatives

    

Fair Value, Liability Derivatives

    

Fair Value, Asset Derivatives

    

Fair Value, Liability Derivatives

  

Derivative instruments designated as cash flow hedging instruments:

                                

Interest rate cap (a)

   $ -     $ -     $ 9     $ -  

Total

   $ -     $ -     $ 9     $ -  

Derivative instruments not designated as cash flow hedging instruments:

                                

Interest rate cap (b)

   $ 683     $ -     $ -     $ -  

Foreign exchange forward (c)

     -       572       664       -  

Total

   $ 683     $ 572     $ 664     $ -  
v3.22.4
Note 8 - Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2022
Notes Tables  
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]
   

For the years ended December 31,

  

(In thousands)

  

2022

    

2021

    

2020

  

Domestic

   $ (21,403 )   $ (24,875 )   $ (46,490 )

Foreign

     (80,681 )     (96,312 )     (63,455 )

Total

   $ (102,084 )   $ (121,187 )   $ (109,945 )
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]
   

For the years ended December 31,

  

(In thousands)

  

2022

    

2021

    

2020

  

Current

                        

Federal

   $ -     $ -     $ -  

State

     244       (7 )     6  

Foreign - Other

     392       45       2  

Total current

     636       38       8  

Deferred

                        

Federal

     5,709       (1,894 )     (8,959 )

State

     218       928       (481 )

Foreign - Other

     (487 )     (1,091 )     (373 )

Total deferred

     5,440       (2,057 )     (9,813 )

Income tax expense (benefit)

   $ 6,076     $ (2,019 )   $ (9,805 )
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]
   

For the years ended December 31,

  
   

2022

    

2021

    

2020

  

Tax provision at statutory rate – federal

     21.0 %     21.0 %     21.0 %

Tax provision at effective state and local rates

     (0.3 %)     (0.8 %)     0.4 %

Foreign tax rate differential

     (16.6 %)     (15.2 %)     (10.5 %)

Valuation allowance

     (9.4 %)     (4.1 %)     (2.2 %)

Other

     (0.7 %)     0.8 %     0.2 %

Total effective income tax rate

     (6.0 %)     1.7 %     8.9 %
Schedule of Deferred Tax Assets and Liabilities [Table Text Block]
   

As of December 31,

  

(In thousands)

  

2022

    

2021

  

Net operating loss carryforward

   $ 27,896     $ 29,642  

Property and equipment

     (18,942 )     (20,293 )

Disallowed interest carryforward

     12,893       8,280  

Valuation allowance

     (21,521 )     (10,248 )

Stock-based compensation

     351       311  

Intangibles

     (384 )     (435 )

Other

     1,874       352  

Deferred tax assets

   $ 2,167     $ 7,609  
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block]
   

For the years ended December 31,

  

(In thousands)

  

2022

    

2021

    

2020

  

Beginning of year

   $ -     $ -     $ -  

Current year positions

     1,411       -       -  

Prior year positions

     -       -       -  

End of year

   $ 1,411     $ -     $ -  
v3.22.4
Note 9 - Acquisitions (Tables)
 12 Months Ended
Dec. 31, 2022
Notes Tables  
Business Acquisition, Pro Forma Information [Table Text Block]
   

For the years ended December 31,

  
   

2021

    

2020

  

(In thousands)

  

(unaudited)

  

Revenue

   $ 150,508     $ 87,463  

Net loss available to stockholders

     (124,469 )     (104,044 )
v3.22.4
Note 10 - Commitments and Contingencies (Tables)
 12 Months Ended
Dec. 31, 2022
Notes Tables  
Redeemable Noncontrolling Interest [Table Text Block]
   

For the years ended December 31,

  

(In thousands)

  

2022

    

2021

    

2020

  

Beginning balance

   $ 10,626     $ 7,494     $ 16,112  

Net income (loss) attributable to noncontrolling interest

     3,221       38       (1,403 )

Redemption value adjustment of put option

     14,039       202       (7,215 )

Acquired businesses' noncontrolling interest

     -       2,892       -  

Ending balance

   $ 27,886     $ 10,626     $ 7,494  
Lessee, Operating Lease, Liability, Maturity [Table Text Block]

(In thousands)

 

Operating Lease Payments

 

2023

 $1,663 

2024

  1,736 

2025

  1,002 

2026

  300 

2027

  310 

Present value discount (6% weighted average)

  (387)

Total

 $4,624 
Shcedule of Future Minimum Payments for Charter Commitments [Table Text Block]

For the years ended December 31,

  

Amount

  

(In thousands)

      

2023

   $ 14,660  

2024

     7,086  

Total

   $ 21,746  
v3.22.4
Note 13 - Stock-based Compensation (Tables)
 12 Months Ended
Dec. 31, 2022
Notes Tables  
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]
   

Stock Option Grants

  
    2022    

2021

    

2020

  

Stock price

 $ 12.64 - 14.36     $ 16.38     $ 10.84  

Exercise price

 $ 12.64 - 14.36     $ 16.38     $ 10.84  

Dividend yield

   0.0 %     0.00

%

     0.00

%

Expected volatility

   57.79 %     25.61

%

     29.08

%

Risk-free interest rate

   2.75 - 3.15 %     1.63

%

     0.98

%

Expected term in years

   6.25       7.50       7.00  
Share-Based Payment Arrangement, Activity [Table Text Block]
   

Performance-based Stock Units

    

Restricted Stock and Restricted Stock Units

    

Market-based Stock Units

  
   

Number of Shares

    

Weighted Average Grant Date Fair Value

    

Number of Shares

    

Weighted Average Grant Date Fair Value

    

Number of Shares

    

Weighted Average Grant Date Fair Value

  

Balance, December 31, 2019

     215,421     $ 11.16       342,046     $ 12.47       -     $ -  

Granted

     86,783       5.42       648,617       11.22       102,062       8.51  

Vested and released

     (57,022 )     8.98       (213,583 )     11.99       -       -  

Forfeited

     (66,484 )     9.69       (35,479 )     8.81       -       -  

Balance, December 31, 2020

     178,698       9.73       741,601       11.70       102,062       8.51  

Granted

     -       -       283,872       17.16       50,072       18.90  

Vested and released

     (41,990 )     10.27       (358,144 )     10.21       -       -  

Forfeited

     (61,767 )     9.79       (98,978 )     14.18       -       -  

Balance, December 31, 2021

     74,941       9.39       568,351       14.93       152,134       11.93  

Granted

     -       -       348,046       13.18       81,726       15.08  

Vested and released

     (14,543 )     15.25       (236,306 )     14.42       (76,549 )     8.51  

Forfeited

     (37,778 )     9.51       (139,368 )     14.38       (25,335 )     16.78  

Balance, December 31, 2022

     22,620       5.41       540,723       14.17       131,976       13.66  
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable [Table Text Block]
   

Number of Options

    

Weighted Average Exercise Price

    

Weighted Average Contractual Live (Years)

    

Aggregate Intrinsic Value

  

Options outstanding as of December 31, 2019

     200,000     $ 9.47       7.6     $ 1,376,000  

Granted

     310,000       10.84                  

Options outstanding as of December 31, 2020

     510,000       10.30       6.7       3,476,800  

Granted

     1,000,000       16.38                  

Exercised

     (12,000 )     9.47                  

Options outstanding as of December 31, 2021

     1,498,000       14.37       8.8       1,848,040  

Granted

     200,458       14.02                  

Exercised

     (77,500 )     10.84                  

Forfeited

     (232,500 )     10.84                  

Options outstanding as of December 31, 2022

     1,388,458       15.10       7.9       -  
   

As of December 31, 2022

  
   

Number of Options

    

Weighted Average Exercise Price

    

Weighted Average Contractual Live (Years)

    

Aggregate Intrinsic Value

  

Options vested and/or expected to vest

     1,388,458     $ 15.10       7.9     $ -  

Options exercisable

     388,000       13.03       6.1       -  
v3.22.4
Note 15 - Segment Information (Tables)
 12 Months Ended
Dec. 31, 2022
Notes Tables  
Schedule of Segment Reporting Information, by Segment [Table Text Block]
   

For the years ended December 31,

  
   

2022

    

2021

    

2020

  

(In thousands)

                        

Tour revenues:

                        

Lindblad

   $ 278,449     $ 82,842     $ 69,620  

Land Experiences

     143,051       64,265       12,736  

Total tour revenues

   $ 421,500     $ 147,107     $ 82,356  

Operating income (loss):

                        

Lindblad

   $ (77,871 )   $ (111,477 )   $ (78,573 )

Land Experiences

     14,825       646       (9,825 )

Total operating income (loss)

   $ (63,046 )   $ (110,831 )   $ (88,398 )
   

For the years ended December 31,

  
   

2022

    

2021

    

2020

  

(In thousands)

                        

Depreciation and amortization:

                        

Lindblad

   $ 41,275     $ 37,516     $ 30,033  

Land Experiences

     2,767       2,009       2,051  

Total depreciation and amortization

   $ 44,042     $ 39,525     $ 32,084  
   

As of December 31,

  
    2022     2021  

Total Assets:

                

Lindblad

   $ 662,683     $ 724,873  

Land Experiences

     125,292       102,618  

Total assets

   $ 787,975     $ 827,491  
                 

Intangibles, net:

                

Lindblad

   $ 1,680     $ 1,874  

Land Experiences

     9,539       11,361  

Total intangibles, net

   $ 11,219     $ 13,235  
                 

Goodwill:

                

Lindblad

   $ -     $ -  

Land Experiences

     42,017       42,017  

Total goodwill

   $ 42,017     $ 42,017  
v3.22.4
Note 1 - Business (Details Textual)
Dec. 31, 2022
Number of Expedition Ships Operated 10
Number of Seasonal Charter Vessels Operated 5
v3.22.4
Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($)
 1 Months Ended 12 Months Ended
Nov. 30, 2021
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2016
Contract with Customer, Liability, Total   $ 178,198,000 $ 147,783,000    
Self-Insurance Coverage, Medical Insurance Claims, Limit   250,000 125,000    
Self Insurance, Coverage for Medical Claims, Aggregate Deductible     57,500    
Advertising Expense   31,600,000 19,100,000 $ 9,300,000  
Marketing Expense   14,700,000 9,800,000 $ 3,500,000  
Foreign Financial Institutions, Actual Deposits   $ 3,300,000 1,000,000.0    
Required Escrow Deposit Amount, Maximum     32,000,000    
Number of Vessels Owned   10      
License Agreement, Term of Contract (Year) 20 years        
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)   $ 0 0    
National Geographic Islander II [Member]          
Value Added Tax Receivable, Current   2,300,000      
National Geographic Endeavour II [Member]          
Value Added Tax Receivable, Current         $ 3,600,000
Fair Value, Recurring [Member]          
Other Liabilities, Fair Value Disclosure   0 0    
Estimate of Fair Value Measurement [Member]          
Long-Term Debt, Fair Value   $ 523,600,000      
Office Space, Lease [Member] | Maximum [Member]          
Lessee, Operating Lease, Term of Contract (Year)   10 years      
Equipment Lease [Member] | Maximum [Member]          
Lessee, Operating Lease, Term of Contract (Year)   6 years      
Equipment Lease [Member] | Minimum [Member]          
Lessee, Operating Lease, Term of Contract (Year)   3 years      
Trade Names [Member]          
Finite-Lived Intangible Asset, Useful Life (Year)   15 years      
Customer Lists [Member]          
Finite-Lived Intangible Asset, Useful Life (Year)   5 years      
Ulstein Verft [Member] | National Geographic Resolution [Member] | Loans Receivable [Member]          
Receivable with Imputed Interest, Face Amount   $ 4,000,000.0      
Repayment of Loans Receivable, Related Parties, Percent of Principal Balance   112.00%      
Proceeds from Collection of Loans Receivable   $ 4,100,000      
Passenger Revenue [Member]          
Contract with Customer, Liability, Total   $ 245,100,000 $ 212,600,000    
v3.22.4
Note 2 - Summary of Significant Accounting Policies - Disaggregation of Revenues by Type (Details)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Tour revenues 100.00% 100.00% 100.00%
Guest Ticket [Member]      
Tour revenues 89.00% 93.00% 89.00%
Guest Ticket [Member] | Sales Channel, Directly to Consumer [Member]      
Tour revenues 50.00% 56.00% 41.00%
Guest Ticket [Member] | Sales Channel, National Geographic [Member]      
Tour revenues 14.00% 14.00% 18.00%
Guest Ticket [Member] | Sales Channel, Agencies [Member]      
Tour revenues 20.00% 18.00% 25.00%
Guest Ticket [Member] | Sales Channel, Affinity [Member]      
Tour revenues 5.00% 5.00% 5.00%
Other Tour [Member]      
Tour revenues 11.00% 7.00% 11.00%
v3.22.4
Note 2 - Summary of Significant Accounting Policies - Change in Contract Liabilities (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
USD ($)
Balance $ 147,783
Recognized in tour revenues during the period (402,641)
Additional contract liabilities in period 433,056
Balance $ 178,198
v3.22.4
Note 2 - Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Cash and cash equivalents $ 87,177 $ 150,753 $ 187,531  
Restricted cash 28,847 21,940 16,984  
Total cash, cash equivalents and restricted cash as presented in the statement of cash flows $ 116,024 $ 172,693 $ 204,515 $ 109,258
v3.22.4
Note 2 - Summary of Significant Accounting Policies - Restricted Cash and Marketable Securities (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Total restricted cash and marketable securities $ 28,847 $ 21,940 $ 16,984
Credit Card Processor Reserves [Member]      
Total restricted cash and marketable securities 20,400 10,536  
Federal Maritime Commission Escrow [Member]      
Total restricted cash and marketable securities 6,882 9,814  
Certificates of Deposit and Other Restricted Securities [Member]      
Total restricted cash and marketable securities $ 1,565 $ 1,590  
v3.22.4
Note 2 - Summary of Significant Accounting Policies - Prepaid Expenses and Other Current Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Prepaid tour expenses $ 20,605 $ 10,337
Other 21,173 16,757
Total prepaid and other current expenses $ 41,778 $ 27,094
v3.22.4
Note 2 - Summary of Significant Accounting Policies - Property and Equipment, Net (Details)
 12 Months Ended
Dec. 31, 2022
Vessels and Vessel Improvements [Member] | Minimum [Member]  
Property, Plant and Equipment, Useful Life (Year) 15 years
Vessels and Vessel Improvements [Member] | Maximum [Member]  
Property, Plant and Equipment, Useful Life (Year) 25 years
Furniture and Fixtures [Member]  
Property, Plant and Equipment, Useful Life (Year) 5 years
Computer Hardware and Software [Member]  
Property, Plant and Equipment, Useful Life (Year) 5 years
v3.22.4
Note 2 - Summary of Significant Accounting Policies - Accounts Payable and Accrued Expenses (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Accrued other expense $ 54,418 $ 39,560
Accounts payable 16,601 9,692
Total accounts payable and accrued expenses $ 71,019 $ 49,252
v3.22.4
Note 3 - Earnings Per Share (Details Textual) - shares
shares in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Restricted Stock [Member]      
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) 0.7 0.8 1.0
Share-Based Payment Arrangement, Option [Member]      
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) 1.5 1.5 0.5
Series A Redeemable Convertible Preferred Stock [Member]      
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) 7.4 9.1 9.1
v3.22.4
Note 3 - Earnings Per Share - Schedule of Earnings Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Net loss attributable to Lindblad Expeditions Holdings, Inc. $ (111,381) $ (119,206) $ (98,737)
Series A redeemable convertible preferred stock dividend 4,671 5,289 1,705
Non-cash deemed dividend to preferred share holders 0 170 0
Net loss available to stockholders $ (116,052) $ (124,665) $ (100,442)
Total weighted average shares outstanding, basic (in shares) 52,018,987 50,109,426 49,737,129
Diluted (in shares) 52,018,987 50,109,426 49,737,129
Basic (in dollars per share) $ (2.23) $ (2.41) $ (2.01)
Diluted (in dollars per share) $ (2.23) $ (2.41) $ (2.01)
v3.22.4
Note 4 - Property and Equipment (Details Textual) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Depreciation, Total $ 41,000 $ 37,600 $ 30,500
Payments to Acquire Property, Plant, and Equipment, Total 38,205 96,688 $ 155,479
Property, Plant and Equipment, Additions   71,200  
Interest Paid, Capitalized, Investing Activities   2,600  
Crystal Esprit Yacht [Member]      
Payments to Acquire Productive Assets, Total   $ 13,300  
Maritime Equipment [Member]      
Property, Plant and Equipment, Additions $ 14,600    
v3.22.4
Note 4 - Property and Equipment - Property and Equipment (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Property and equipment, gross $ 790,139 $ 765,341
Less: Accumulated depreciation (250,733) (222,923)
Property and equipment, net 539,406 542,418
Vessels and Vessel Improvements [Member]    
Property and equipment, gross 759,981 739,957
Furniture and Fixtures [Member]    
Property and equipment, gross 28,732 23,958
Leasehold Improvements [Member]    
Property and equipment, gross $ 1,426 $ 1,426
v3.22.4
Note 5 - Goodwill and Intangible Assets (Details Textual) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Amortization of Intangible Assets $ 2.0 $ 1.9 $ 1.6
v3.22.4
Note 5 - Goodwill and Intangible Assets - Schedule of Goodwill (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
USD ($)
Balance $ 42,017
Land-experience [Member]  
Balance 22,105
Acquisitions 19,912
Balance $ 42,017
v3.22.4
Note 5 - Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Intangibles, gross $ 19,780 $ 19,780
Intangibles, accumulated amortization (8,561) (6,545)
Intangibles, net $ 11,219 13,235
Intangible, weighted average useful life (Year) 9 years 6 months  
Trade Names [Member]    
Intangibles, gross $ 7,069 7,069
Intangibles, accumulated amortization (1,751) (1,266)
Intangibles, net $ 5,318 5,803
Intangible, weighted average useful life (Year) 11 years 3 months 18 days  
Customer Lists [Member]    
Intangibles, gross $ 6,182 6,182
Intangibles, accumulated amortization (1,961) (624)
Intangibles, net $ 4,221 5,558
Intangible, weighted average useful life (Year) 3 years 4 months 24 days  
Operating Rights [Member]    
Intangibles, gross $ 6,529 6,529
Intangibles, accumulated amortization (4,849) (4,655)
Intangibles, net $ 1,680 $ 1,874
Intangible, weighted average useful life (Year) 19 years 2 months 12 days  
v3.22.4
Note 5 - Goodwill and Intangible Assets - Future Amortization Expense (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
2023 $ 1,795  
2024 1,795  
2025 1,795  
2026 1,071  
2027 559  
Thereafter 4,204  
Finite-Lived Intangible Assets, Net, Ending Balance $ 11,219 $ 13,235
v3.22.4
Note 6 - Long-term Debt (Details Textual)
$ in Thousands, € in Millions
 1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Feb. 04, 2022
USD ($)
Jan. 08, 2018
USD ($)
Jun. 30, 2021
USD ($)
Apr. 30, 2020
USD ($)
Sep. 30, 2019
USD ($)
Mar. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Dec. 31, 2023
Dec. 31, 2022
EUR (€)
Sep. 30, 2021
USD ($)
Dec. 10, 2020
USD ($)
Jan. 08, 2020
Apr. 30, 2019
USD ($)
Mar. 27, 2018
USD ($)
Jan. 31, 2018
USD ($)
May 31, 2016
USD ($)
May 04, 2016
USD ($)
Payments of Financing Costs, Total               $ 10,874 $ 3,135 $ 6,972                    
Debt Issuance Costs, Gross             $ 3,000 10,900 3,000 4,500                    
Amortization of Debt Issuance Costs               2,700 3,100 2,100                    
Write off of Deferred Debt Issuance Cost           $ 9,000   9,004 $ 0 $ 0                    
Letters of Credit Outstanding, Amount               $ 1,200                        
Line of Credit Facility, Commitment Fee Percentage               1.00%                        
London Interbank Offered Rate (LIBOR) [Member] | Off the Beaten Path, LLC (OBP) [Member] | Maximum [Member]                                        
Debt Instrument, Basis Spread on Variable Rate               7.39%                        
Senior Secured Notes [Member]                                        
Debt Instrument, Face Amount $ 360,000                                      
Debt Instrument, Interest Rate, Stated Percentage 6.75%                                      
Payments of Financing Costs, Total $ 10,900                                      
Credit Agreement [Member]                                        
Debt Instrument, Deferred Financing Costs Capitalized                                 $ 4,200      
Credit Agreement [Member] | Senior Secured Term Loan Facility [Member]                                        
Debt Instrument, Face Amount                                 200,000      
Credit Agreement [Member] | Revolving Credit Facility [Member]                                        
Line of Credit Facility, Maximum Borrowing Capacity 45,000                               45,000      
Credit Agreement [Member] | Letter of Credit [Member]                                        
Line of Credit Facility, Maximum Borrowing Capacity $ 5,000                               $ 5,000      
Export Credit Agreement [Member]                                        
Debt Agreement, Maximum Borrowing Capacity                                   $ 107,700    
Percentage of Purchase Price, Financing Maximum                                   80.00%    
Debt Instrument, Maturing over Twelve Years from Drawdown, Percentage                             70.00%          
Debt Instrument, Maturing over Five Years from Drawdown, Percentage                             30.00%          
Debt Instrument, Interest Rate, Effective Percentage               8.25%       8.25%                
Second Export Credit Agreement [Member]                                        
Payments of Financing Costs, Total   $ 2,400         2,600                          
Debt Agreement, Maximum Borrowing Capacity                         $ 122,800     $ 122,800        
Percentage of Purchase Price, Financing Maximum                               80.00%        
Proceeds from Issuance of Debt       $ 30,600 $ 30,500   $ 61,700                          
Debt Instrument, Covenant, Net Leverage Ratio               4.75%       4.75%                
Debt Instruments, Covenant, Net Leverage Ratio, Deduction Every Two Years               1.00%       1.00%                
Debt Instrument, Covenant, Net Leverage Ratio, Maximum Unrestricted Cash and Cash Equivalents               $ 50,000                        
Second Export Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member]                                        
Debt Instrument, Basis Spread on Variable Rate               3.50%                        
First Export Credit Facility [Member]                                        
Long-Term Debt, Aggregate Amount Deferred for Future Payments     $ 15,700                                  
Debt Instrument, Interest Rate Spreads, Increase (Decrease)     50.00%         50.00%                        
First Export Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member]                                        
Debt Instrument, Basis Spread on Variable Rate               3.50%                        
Debt Instrument, Interest Rate, Effective Percentage               8.23%       8.23%                
Amended Credit Agreement [Member] | Senior Secured Term Loan Facility [Member] | Main Street Expanded Loan Facility Program [Member]                                        
Debt Instrument, Face Amount                           $ 85,000            
Debt Instrument, Interest Amortization Rate                           15.00%            
Promissory Notes, Natural Habitat Acquisition [Member]                                        
Debt Instrument, Face Amount                                     $ 2,500 $ 2,500
Debt Instrument, Interest Rate, Stated Percentage               1.44%       1.44%                
Loan Maturing September 2023 [Member] | Off the Beaten Path, LLC (OBP) [Member]                                        
Debt Instrument, Face Amount               $ 300                        
Debt Instrument, Interest Rate, Stated Percentage               4.77%       4.77%                
Loan Originated on December 11, 2020 [Member] | Main Street Expanded Loan Facility Program [Member] | Off the Beaten Path, LLC (OBP) [Member]                                        
Debt Instrument, Face Amount               $ 800                        
Loan Originated on December 11, 2020 [Member] | Main Street Expanded Loan Facility Program [Member] | Off the Beaten Path, LLC (OBP) [Member] | Forecast [Member]                                        
Debt Instrument, Amortization Rate                     15.00%                  
Loan Originated on December 11, 2020 [Member] | London Interbank Offered Rate (LIBOR) [Member] | Main Street Expanded Loan Facility Program [Member] | Off the Beaten Path, LLC (OBP) [Member] | Minimum [Member]                                        
Debt Instrument, Basis Spread on Variable Rate               3.00%                        
State Assistance Loan [Member] | DuVine [Member]                                        
Debt Instrument, Face Amount | €                       € 0.1                
Debt Instrument, Interest Rate, Stated Percentage               0.53%       0.53%                
v3.22.4
Note 6 - Long-term Debt - Long-term Debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Principal $ 565,793 $ 558,522
Deferred Financing Costs, Net (13,004) (13,803)
Balance 552,789 544,719
Principal, Current (23,337) (26,061)
Deferred Financing Costs, Net, Current 0 0
Balance, Current (23,337) (26,061)
Principal, Non-current 542,456 532,461
Deferred Financing Costs, Net, Non-current (13,004) (13,803)
Balance, Non-current 529,452 518,658
Revolving Credit Facility [Member]    
Principal 0 44,500
Deferred Financing Costs, Net 0 (190)
Balance 0 44,310
Senior Secured Notes [Member]    
Principal 360,000 0
Deferred Financing Costs, Net (8,968) 0
Balance 351,032 0
First Senior Secured Credit Agreement [Member]    
Principal 94,794 107,695
Deferred Financing Costs, Net (1,829) (2,090)
Balance 92,965 105,605
Second Senior Secured Credit Agreement [Member]    
Principal 110,044 120,281
Deferred Financing Costs, Net (2,207) (2,473)
Balance 107,837 117,808
Other Debt [Member]    
Principal 955 1,034
Deferred Financing Costs, Net 0 0
Balance 955 1,034
Notes Payable, Other Payables [Member]    
Principal 0 842
Deferred Financing Costs, Net 0 0
Balance 0 842
Term Facility [Member]    
Principal 0 284,170
Deferred Financing Costs, Net 0 (9,050)
Balance $ 0 $ 275,120
v3.22.4
Note 6 - Long-term Debt - Future Minimum Principal Payments of Long-term Debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
2023 $ 23,337  
2024 23,290  
2025 40,580  
2026 38,016  
2027 373,448  
Thereafter, long-term debt 67,122  
Long-Term Debt, Gross $ 565,793 $ 558,522
v3.22.4
Note 7 - Financial Instruments and Fair Value Measurements (Details Textual) - USD ($)
$ in Thousands
 9 Months Ended 12 Months Ended
Sep. 30, 2022
Sep. 30, 2021
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, after Tax     $ (634) $ (2,650) $ (5,326)
Gain (Loss) from Components Excluded from Assessment of Cash Flow Hedge Effectiveness, Net, Total     0    
Foreign Currency Transaction Gain (Loss), before Tax, Total     (1,236) (1,265) (4,772)
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, after Tax     0 (1,682) (2,247)
Fixed Income Securities [Member]          
Investments, Total     15,000    
Interest Rate Cap [Member] | Not Designated as Hedging Instrument [Member]          
Interest Expense, Total     $ 700    
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax $ (600)        
Foreign Exchange Forward [Member] | AOCI Attributable to Parent [Member]          
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, after Tax   $ (2,000)      
Foreign Exchange Forward [Member] | Designated as Hedging Instrument [Member]          
Foreign Currency Transaction Gain (Loss), before Tax, Total       $ (2,700) 5,300
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, after Tax         $ (2,400)
v3.22.4
Note 7 - Financial Instruments and Fair Value Measurements - Detailed Terms of Interest Rate Caps and The Portion of The Company Term Facility (Details) - Interest Rate Cap [Member]
Dec. 31, 2022
USD ($)
Interest rate caps $ 100,000,000
Designated as Hedging Instrument [Member]  
Interest rate caps $ 100,000,000
Fixed interest rate (plus spread), Interest Rate Caps 3.00%
v3.22.4
Note 7 - Financial Instruments and Fair Value Measurements - Derivative Instruments Notional Values (Details)
$ in Thousands
Dec. 31, 2022
USD ($)
Interest Rate Cap [Member]  
Interest rate caps $ 100,000
Foreign Exchange Contract [Member]  
Interest rate caps $ 12,440
v3.22.4
Note 7 - Financial Instruments and Fair Value Measurements - Estimated Fair Values of Derivative Instruments (Details) - Fair Value, Inputs, Level 2 [Member] - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Designated as Hedging Instrument [Member]    
Derivatives designated as hedging instruments $ 0 $ 9
Derivatives designated as hedging instruments 0 0
Not Designated as Hedging Instrument [Member]    
Derivatives designated as hedging instruments 683 664
Derivatives designated as hedging instruments 572 0
Interest Rate Cap [Member] | Designated as Hedging Instrument [Member]    
Derivatives designated as hedging instruments [1] 0 9
Derivatives designated as hedging instruments [1] 0 0
Interest Rate Cap [Member] | Not Designated as Hedging Instrument [Member]    
Derivatives designated as hedging instruments [1] 683 0
Derivatives designated as hedging instruments [1] 0 0
Foreign Exchange Contract [Member] | Not Designated as Hedging Instrument [Member]    
Derivatives designated as hedging instruments [1]   664
Derivatives designated as hedging instruments [1] $ 572 $ 0
[1] Recorded in prepaid expenses and other current assets.
v3.22.4
Note 7 - Financial Instruments and Fair Value Measurements - Derivatives Recognized in Condensed Consolidation Financial Statements (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Derivative instruments not designated as cash flow hedging instruments: $ (1,196) $ (680) $ (2,525)
Designated as Hedging Instrument [Member] | Interest Rate Cap [Member]      
Derivative instruments designated as cash flow hedging instruments: [1] 0 (363) (247)
Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member]      
Derivative instruments designated as cash flow hedging instruments: [2] 0 (605) (2,832)
Not Designated as Hedging Instrument [Member] | Interest Rate Cap [Member]      
Derivative instruments not designated as cash flow hedging instruments: [1] 40 0 0
Not Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member]      
Derivative instruments not designated as cash flow hedging instruments: [3] $ (1,236) $ 288 $ 554
[1] For the year ended December 31, 2022, $0.7 million was recognized as income in interest expense, net, and $0.6 million was reclassified from other comprehensive (loss) income to interest expense, net. Amounts for the years ended December 31, 2021 and 2020, were recognized, net of tax, as a component of accumulated other comprehensive (loss) income.
[2] For the year ended December 31, 2021, $2.7 million was recognized as a loss on foreign currency and $2.0 million was recognized, net of tax, as a component of accumulated other comprehensive (loss) income. For the year ended December 31, 2020, $5.3 million was recognized as a loss on foreign currency, and $2.4 million, was recognized, net of tax, as a component of accumulated other comprehensive (loss) income.
[3] Gains (losses) related to derivative instruments are expected to be largely offset by (losses) gains on the underlying exposures being hedged and recognized in gain (loss) on foreign currency.
v3.22.4
Note 8 - Income Taxes (Details Textual)
$ in Millions
Dec. 31, 2022
USD ($)
Deferred Tax Assets, Operating Loss Carryforwards, Domestic $ 103.6
v3.22.4
Note 8 - Income Taxes - U.S. and Foreign Components of Income (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Domestic $ (21,403) $ (24,875) $ (46,490)
Foreign (80,681) (96,312) (63,455)
(Loss) income before income taxes $ (102,084) $ (121,187) $ (109,945)
v3.22.4
Note 8 - Income Taxes - Income Tax Provisions (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Federal $ 0 $ 0 $ 0
State 244 (7) 6
Foreign - Other 392 45 2
Total current 636 38 8
Federal 5,709 (1,894) (8,959)
State 218 928 (481)
Foreign - Other (487) (1,091) (373)
Total deferred 5,440 (2,057) (9,813)
Income tax expense (benefit) $ 6,076 $ (2,019) $ (9,805)
v3.22.4
Note 8 - Income Taxes - Reconciliation of Income Tax (Benefit) Expense (Details)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Tax provision at statutory rate – federal 21.00% 21.00% 21.00%
Tax provision at effective state and local rates (0.30%) (0.80%) 0.40%
Foreign tax rate differential (16.60%) (15.20%) (10.50%)
Valuation allowance (9.40%) (4.10%) (2.20%)
Other (0.70%) 0.80% 0.20%
Total effective income tax rate (6.00%) 1.70% 8.90%
v3.22.4
Note 8 - Income Taxes - Deferred Tax Assets (Liabilities) (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Net operating loss carryforward $ 27,896 $ 29,642
Property and equipment (18,942) (20,293)
Disallowed interest carryforward 12,893 8,280
Valuation allowance (21,521) (10,248)
Stock-based compensation 351 311
Intangibles (384) (435)
Other 1,874 352
Deferred tax assets $ 2,167 $ 7,609
v3.22.4
Note 8 - Income Taxes - Unrecognized Tax Benefits (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Beginning of year $ 0 $ 0 $ 0
Current year positions 1,411 0 0
Prior year positions 0 0 0
End of year $ 1,411 $ 0 $ 0
v3.22.4
Note 9 - Acquisitions (Details Textual) - USD ($)
$ in Thousands
 12 Months Ended
Oct. 13, 2021
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Mar. 03, 2021
Feb. 01, 2021
Goodwill, Ending Balance   $ 42,017 $ 42,017      
Revenue from Contract with Customer, Including Assessed Tax   $ 421,500 147,107 $ 82,356    
Beaten Path [Member]            
Business Acquisition, Percentage of Voting Interests Acquired           80.10%
DuVine [Member]            
Business Acquisition, Percentage of Voting Interests Acquired         70.00%  
Classic Journeys, LLC [Member]            
Business Acquisition, Percentage of Voting Interests Acquired 80.10%          
Off The Beaten Path LLC and DuVine Cycling And Adventure LLC and Classic Journeys LLC [Member]            
Business Combination, Consideration Transferred, Total $ 23,600          
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable 1,800          
Business Combination, Consideration Transferred, Liabilities Incurred 200          
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low 0          
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High 600          
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill, Total $ 10,400          
Goodwill, Ending Balance     19,900      
Revenue from Contract with Customer, Including Assessed Tax     17,900      
Off The Beaten Path LLC and DuVine Cycling And Adventure LLC and Classic Journeys LLC [Member] | General and Administrative Expense [Member]            
Business Combination, Acquisition Related Costs     $ 1,000      
v3.22.4
Note 9 - Acquisitions - Pro Forma Information (Details) - Off The Beaten Path LLC and DuVine Cycling And Adventure LLC and Classic Journeys LLC [Member] - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Revenue $ 150,508 $ 87,463
Net loss available to stockholders $ (124,469) $ (104,044)
v3.22.4
Note 10 - Commitments and Contingencies (Details Textual) - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2023
Operating Lease, Weighted Average Remaining Lease Term (Month) 39 months      
Operating Lease, Expense $ 2,300,000 $ 2,000,000.0 $ 1,800,000  
Letters of Credit Outstanding, Amount 1,200,000      
Perpetual Royalty Agreement [Member]        
Royalty Expense 400,000 0.0 400,000  
National Geographic [Member]        
Royalty Expense 5,700,000 1,700,000 1,300,000  
Accounts Payable and Other Accrued Liabilities, Current 1,800,000 900,000    
World Wildlife Fund [Member]        
Royalty Expense 1,100,000 $ 600,000 $ 200,000  
United States Tour Operators Association [Member]        
Letters of Credit Outstanding, Amount 1,000,000.0      
Unrelated Insurance Company [Member]        
Letters of Credit Outstanding, Amount $ 150,000      
Natural Habitat, Inc [Member] | Mr. Bressler [Member] | Forecast [Member]        
Share-based Compensation Arrangement by Share-based Payment Award, Options, Final Year Equity Value Threshold       $ 25,000,000.0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Fair Value, Percentage of Excess Financial Performance       10.10%
Mr. Bressler [Member]        
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners 19.90%      
Mr. Lawrence, President of Off the Beaten Path [Member]        
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners 19.90%      
DuVine [Member]        
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners 30.00%      
Minority Interest Ownership, Call Option for Additional Ownership, Percent 10.00%      
Classic Journeys, LLC [Member]        
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners 19.90%      
v3.22.4
Note 10- Commitments and Contingencies - Redeemable Non-controlling Interest (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Balance $ 10,626 $ 7,494 $ 16,112
Net income (loss) attributable to noncontrolling interest 3,221 38 (1,403)
Redemption value adjustment of put option 14,039 202 (7,215)
Acquired businesses' noncontrolling interest 0 2,892 0
Ending balance $ 27,886 $ 10,626 $ 7,494
v3.22.4
Note 10 - Commitments and Contingencies - Operating Lease Payment (Details)
$ in Thousands
Dec. 31, 2022
USD ($)
2023 $ 1,663
2024 1,736
2025 1,002
2026 300
2027 310
Present value discount (6% weighted average) (387)
Total $ 4,624
v3.22.4
Note 10 - Commitments and Contingencies - Operating Lease Payment (Details) (Parentheticals)
Dec. 31, 2022
Weighted average discount rate 6.00%
v3.22.4
Note 10 - Commitments and Contingencies - Charter Commitments (Details)
$ in Thousands
Dec. 31, 2022
USD ($)
2023 $ 14,660
2024 7,086
Total $ 21,746
v3.22.4
Note 11 - Employee Benefit Plan (Details Textual) - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2022
Dec. 31, 2021
Defined Contribution Plan, Employer Matching Contribution, Percent of Match   30.00%  
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Amount $ 2,400    
Defined Contribution Plan, Employer Discretionary Contribution Amount   $ 600,000 $ 400,000
v3.22.4
Note 12 - Stockholders' Equity (Details Textual) - USD ($)
 12 Months Ended 73 Months Ended
Aug. 31, 2020
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2016
Dec. 31, 2022
Aug. 31, 2022
Preferred Stock, Shares Authorized (in shares)   1,000,000 1,000,000     1,000,000  
Preferred Stock, Par or Stated Value Per Share (in dollars per share)   $ 0.0001 $ 0.0001     $ 0.0001  
Common Stock, Shares Authorized (in shares)   200,000,000 200,000,000     200,000,000  
Common Stock, Par or Stated Value Per Share (in dollars per share)   $ 0.0001 $ 0.0001     $ 0.0001  
Proceeds from Issuance of Preferred Stock and Preference Stock   $ 0 $ 0 $ 85,000,000      
Preferred Stock, Shares Outstanding, Ending Balance (in shares)   62,000 80,000     62,000  
Stock Repurchased During Period, Value       $ 127,000      
Common Stock [Member]              
Stock Repurchased During Period, Shares (in shares)       8,517      
Stock Repurchased During Period, Value       $ (0)      
Stock and Warrant Repurchase Plan [Member]              
Stock Repurchase Program, Additional Authorized Amount         $ 15,000,000.0    
Stock Repurchase Program, Authorized Amount         $ 35,000,000.0    
Warrants Repurchased During Period (in shares)   6,011,926          
Warrants Repurchased During Period, Value   $ 14,700,000          
Stock Repurchase Program, Remaining Authorized Repurchase Amount   $ 12,000,000.0       $ 12,000,000.0  
Stock and Warrant Repurchase Plan [Member] | Common Stock [Member]              
Stock Repurchased During Period, Shares (in shares)       8,517   875,218  
Stock Repurchased During Period, Value       $ 127,000   $ 8,300,000  
Conversion From Preferred Stock to Common Stock [Member]              
Conversion of Stock, Shares Converted (in shares)   18,000 5,000        
Conversion of Stock, Shares Issued (in shares)   2,109,561 566,364        
Series A Redeemable Convertible Preferred Stock [Member]              
Temporary Equity, Shares Issued (in shares)   62,000 80,000     62,000  
Deferred Offering Costs   $ 2,100,000       $ 2,100,000  
Dividends Payable   $ 4,600,000 $ 5,300,000 $ 1,700,000   $ 4,600,000  
Convertible Preferred Stock, Shares Reserved for Future Issuance (in shares)   7,500,000       7,500,000  
Series A Redeemable Convertible Preferred Stock [Member] | Private Placement [Member]              
Temporary Equity, Shares Issued (in shares) 85,000            
Temporary Equity, Par or Stated Value Per Share (in dollars per share)             $ 0.0001
Shares Issued, Price Per Share (in dollars per share) $ 1,000            
Proceeds from Issuance of Preferred Stock and Preference Stock $ 85,000,000.0            
Preferred Stock, Dividend Rate, Percentage 6.00%            
Convertible Preferred Stock, Conversion Price (in dollars per share) $ 9.50            
Series A Preferred Stock [Member]              
Preferred Stock, Shares Outstanding, Ending Balance (in shares)   62,000       62,000  
v3.22.4
Note 13 - Stock-based Compensation (Details Textual)
$ / shares in Units, $ in Thousands
 10 Months Ended 12 Months Ended
Dec. 31, 2021
$ / shares
shares
Dec. 31, 2022
USD ($)
shares
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Share-based Payment Arrangement, Expense, Tax Benefit | $     $ 0  
Employee Service Share-based Compensation, Compensation Not yet Recognized | $   $ 14,300    
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)   2 years 9 months 18 days    
Off the Beaten Path, LLC (OBP) [Member] | Mr. Lawrence, President of Off the Beaten Path [Member]        
Business Acquisition, Profit Interest Units Issued (in shares) | shares 1,007      
Business Acquisition, Profit Interest Units Issued, Grant Date Fair Value, Per Share (in dollars per share) | $ / shares $ 132.86      
General and Administrative Expense [Member]        
Share-Based Payment Arrangement, Expense | $   $ 7,000 $ 5,600 $ 2,400
2021 Long-Term Incentive Compensation Plan [Member]        
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | shares   4,700,000    
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares) | shares   3,600,000    
2021 Long-Term Incentive Compensation Plan [Member] | Restricted Stock Units (RSUs) [Member]        
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)   1 year    
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period, Number of Installments   3    
2021 Long-Term Incentive Compensation Plan [Member] | Performance Shares [Member] | Minimum [Member]        
Share-based Compensation Arrangement by Share-based Payment Award, Earn out Percentage   0.00%    
2021 Long-Term Incentive Compensation Plan [Member] | Performance Shares [Member] | Maximum [Member]        
Share-based Compensation Arrangement by Share-based Payment Award, Earn out Percentage   150.00%    
2021 Long-Term Incentive Compensation Plan [Member] | Share-Based Payment Arrangement, Option [Member] | Maximum [Member]        
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)   4 years    
2021 Long-Term Incentive Compensation Plan [Member] | Stock Options [Member]        
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year)   10 years    
The 2020 Long-Term Incentive Compensation Plan [Member] | Performance Shares [Member] | Minimum [Member]        
Share-based Compensation Arrangement by Share-based Payment Award, Earn out Percentage   0.00%    
The 2020 Long-Term Incentive Compensation Plan [Member] | Performance Shares [Member] | Maximum [Member]        
Share-based Compensation Arrangement by Share-based Payment Award, Earn out Percentage   200.00%    
v3.22.4
Note 13 - Share-based Compensation - Summary of Significant Assumptions for Share-based Compensation Awards (Details) - Share-Based Payment Arrangement, Option [Member] - $ / shares
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Stock price (in dollars per share)   $ 16.38 $ 10.84
Exercise price (in dollars per share)   $ 16.38 $ 10.84
Dividend yield 0.00% 0.00% 0.00%
Expected volatility 57.79% 25.61% 29.08%
Risk-free interest rate   1.63% 0.98%
Expected term in years (Year) 6 years 3 months 7 years 6 months 7 years
v3.22.4
Note 13 - Stock-based Compensation - Summary of PSU, Restricted Share and RSU Activity (Details) - $ / shares
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Performance Shares [Member]        
Balance, weighted average grant date fair value (in dollars per share) $ 5.41 $ 9.39 $ 9.73 $ 11.16
Granted, weighted average grant date fair value (in dollars per share) 0 0 5.42  
Vested and released, weighted average grant date fair value (in dollars per share) 15.25 10.27 8.98  
Forfeited, weighted average grant date fair value (in dollars per share) 9.51 9.79 9.69  
Restricted Stock Units (RSUs) [Member]        
Balance, weighted average grant date fair value (in dollars per share) 14.17 14.93 11.70 12.47
Granted, weighted average grant date fair value (in dollars per share) 13.18 17.16 11.22  
Vested and released, weighted average grant date fair value (in dollars per share) 14.42 10.21 11.99  
Forfeited, weighted average grant date fair value (in dollars per share) 14.38 14.18 8.81  
Market Stock Units [Member]        
Balance, weighted average grant date fair value (in dollars per share) 13.66 11.93 8.51 $ 0
Granted, weighted average grant date fair value (in dollars per share) 15.08 18.90 8.51  
Vested and released, weighted average grant date fair value (in dollars per share) 8.51 0 0  
Forfeited, weighted average grant date fair value (in dollars per share) $ 16.78 $ 0 $ 0  
2021 Long-Term Incentive Compensation Plan [Member] | Performance Shares [Member]        
Balance (in shares) 74,941 178,698 215,421  
Granted (in shares) 0 0 86,783  
Vested and released (in shares) (14,543) (41,990) (57,022)  
Forfeited (in shares) (37,778) (61,767) (66,484)  
Balance (in shares) 22,620 74,941 178,698  
2021 Long-Term Incentive Compensation Plan [Member] | Restricted Stock Units (RSUs) [Member]        
Balance (in shares) 568,351 741,601 342,046  
Granted (in shares) 348,046 283,872 648,617  
Vested and released (in shares) (236,306) (358,144) (213,583)  
Forfeited (in shares) (139,368) (98,978) (35,479)  
Balance (in shares) 540,723 568,351 741,601  
2021 Long-Term Incentive Compensation Plan [Member] | Market Stock Units [Member]        
Balance (in shares) 152,134 102,062 0  
Granted (in shares) 81,726 50,072 102,062  
Vested and released (in shares) (76,549) 0 0  
Forfeited (in shares) (25,335) 0 0  
Balance (in shares) 131,976 152,134 102,062  
v3.22.4
Note 13 - Stock-based Compensation - Summary of Option Activity (Details) - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Granted, shares (in shares) 200,458      
Granted, weighted average exercise price (in dollars per share) $ 14.02      
Forfeited, shares (in shares) (232,500)      
Forfeited, weighted average exercise period (in dollars per share) $ 10.84      
Lindblad Plan and 2015 Plan [Member]        
Options outstanding, shares (in shares) 1,498,000 510,000 200,000  
Options outstanding, weighted average exercise price (in dollars per share) $ 14.37 $ 10.30 $ 9.47  
Options outstanding, weighted average contractual ife (Year) 7 years 10 months 24 days 8 years 9 months 18 days 6 years 8 months 12 days 7 years 7 months 6 days
Options outstanding, aggregate intrinsic value   $ 1,848,040 $ 3,476,800 $ 1,376,000
Granted, shares (in shares)   1,000,000 310,000  
Granted, weighted average exercise price (in dollars per share)   $ 16.38 $ 10.84  
Exercised, shares (in shares) (77,500) (12,000)    
Exercised, weighted average exercise price (in dollars per share) $ 10.84 $ 9.47    
Options outstanding, shares (in shares) 1,388,458 1,498,000 510,000 200,000
Options outstanding, weighted average exercise price (in dollars per share) $ 15.10 $ 14.37 $ 10.30 $ 9.47
Options vested and/or expected to vest, number of options (in shares) 1,388,458      
Options vested and/or expected to vest, weighted average exercise price (in dollars per share) $ 15.10      
Options vested and/or expected to vest, weighted average contractual life (Year) 7 years 10 months 24 days      
Options vested and/or expected to vest, aggregate intrinsic value $ 0      
Options exercisable, number of options (in shares) 388,000      
Options exercisable, weighted average exercise price (in dollars per share) $ 13.03      
Options exercisable, weighted average contractual life (Year) 6 years 1 month 6 days      
Options exercisable, aggregate intrinsic value $ 0      
v3.22.4
Note 14 - Related Party Transactions (Details Textual) - USD ($)
$ in Millions
May 31, 2016
May 04, 2016
Promissory Notes, Natural Habitat Acquisition [Member]    
Debt Instrument, Face Amount $ 2.5 $ 2.5
v3.22.4
Note 15 - Segment Information (Details Textual)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Number of Operating Segments 2    
Revenue from Contract with Customer, Including Assessed Tax $ 421,500 $ 147,107 $ 82,356
Intersegment Eliminations [Member]      
Revenue from Contract with Customer, Including Assessed Tax $ 6,000 $ 2,200 $ 2,400
v3.22.4
Note 15 - Segment Information - Segment Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Tour revenues $ 421,500 $ 147,107 $ 82,356  
Operating income (loss) (63,046) (110,831) (88,398)  
Depreciation and amortization 44,042 39,525 32,084  
Total depreciation and amortization, change     32,084  
Total Assets 787,975 827,491    
Total intangibles, net 11,219 13,235    
Total goodwill 42,017 42,017    
Lindblad Segment [Member]        
Tour revenues 278,449 82,842 69,620  
Operating income (loss) (77,871) (111,477) (78,573)  
Depreciation and amortization 41,275 37,516    
Total depreciation and amortization, change     30,033  
Total Assets 662,683 724,873    
Total intangibles, net 1,680 1,874    
Total goodwill 0 0    
Land-experience [Member]        
Tour revenues 143,051 64,265 12,736  
Operating income (loss) 14,825 646 (9,825)  
Depreciation and amortization 2,767 2,009    
Total depreciation and amortization, change     2,051  
Total Assets 125,292 102,618    
Total intangibles, net 9,539 11,361    
Total goodwill $ 42,017 $ 42,017 $ 22,105 $ 22,105