UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2017March 31, 2018

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                 to

 

Commission file number 001-35898

 

LINDBLAD EXPEDITIONS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 27-4749725
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer
Identification No.)

 

96 Morton Street, 9th Floor, New York, New York, 10014

(Address of principal executive offices) (Zip Code)

 

(212) 261-9000

(Registrant’s telephone number, including area code)

 

NOT APPLICABLE

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filerAccelerated filer
Non-accelerated filer(Do (Do not check if a smaller reporting company)Smaller reporting company
 Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

As of November 3, 2017, 45,433,152April 30, 2018, 45,796,330 shares of common stock, par value $0.0001 per share, were issued and outstanding.

 

 

 

 

 

LINDBLAD EXPEDITIONS HOLDINGS, INC.

Quarterly Report On Form 10-Q

For The Quarter Ended September 30, 2017March 31, 2018

 

Table of Contents

 

  Page(s)
  
PART II. FINANCIAL INFORMATION 
  
ITEM 1.Financial Statements (Unaudited)1
 Condensed Consolidated Balance Sheets as of September 30, 2017March 31, 2018 (Unaudited) and December 31, 201620171
 

Condensed Consolidated Statements of IncomeOperations for the Three and Nine Months Ended September 30,March 31, 2018 and 2017 and 202016 (Unaudited)

2
 

Condensed Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders’ Equity for the NineThree Months Ended September 30, 2017March 31, 2018 (Unaudited)

3
 

Condensed Consolidated Statements of Cash Flows for the NineThree Months Ended September 30,March 31, 2018 and 2017 and 2016 (Unaudited)

4
 Notes to the Condensed Consolidated Financial Statements (Unaudited)5
   
ITEM 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations1916
ITEM 3.Quantitative and Qualitative Disclosures about Market Risk3027
ITEM 4.Controls and Procedures3027
   
PART IIII. OTHER INFORMATION 
  
ITEM 1.Legal Proceedings3127
ITEM 1A.Risk Factors3127
ITEM 2.Unregistered Sale of Equity Securities and Use of Proceeds3127
ITEM 3.Defaults Upon Senior Securities3128
ITEM 4.Mine Safety Disclosures3128
ITEM 5.Other Information3129
ITEM 6.Exhibits31
  30
SIGNATURES32

 

 

 

PART 1: FINANCIAL INFORMATION

PART 1.

FINANCIAL INFORMATION
Item 1:1.

Financial Statements

 

LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES


Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

 

 As of 
 September 30,
2017
  December 31,
2016
 
 (Unaudited)    As of
March 31,
2018
 As of
December 31,
2017
 
ASSETS      (unaudited)   
Current Assets:             
Cash and cash equivalents $112,316  $135,416  $97,284  $96,443 
Restricted cash and marketable securities  8,704   9,015   20,237   7,057 
Marine operating supplies  5,413   5,045 
Inventories  1,783   1,665   1,826   1,794 
Marine operating supplies  4,539   4,142 
Prepaid expenses and other current assets  22,887   20,782   22,661   21,351 
Total current assets  150,229   171,020   147,421   131,690 
                
Property and equipment, net  219,498   186,236   260,804   250,952 
Goodwill  22,105   22,105   22,105   22,105 
Intangibles, net  9,948   11,132   9,159   9,554 
Other long-term assets  10,831   13,090   9,310   10,047 
Deferred tax assets  7,916   4,118 
Total assets $420,527  $407,701  $448,799  $424,348 
                
LIABILITIES                
Current Liabilities:                
Unearned passenger revenues $99,740  $91,501  $111,259  $112,238 
Accounts payable and accrued expenses  23,810 �� 30,662   24,702   30,422 
Long-term debt - current  1,750   1,750   1,500   1,750 
Total current liabilities  125,300   123,913   137,461   144,410 
                
Long-term debt, less current portion  164,165   164,128   188,481   164,186 
Deferred tax liabilties  2,791   2,444 
Other long-term liabilities  703   681   692   684 
Total liabilities  290,168   288,722   329,425   311,724 
                
COMMITMENTS AND CONTINGENCIES                
                
REDEEMABLE NONCONTROLLING INTEREST  5,319   5,170   6,423   6,302 
                
STOCKHOLDERS’ EQUITY                
Preferred stock, $0.0001 par value, 1,000,000 shares authorized;        
0 shares issued and outstanding  -   - 
Common stock, $0.0001 par value, 200,000,000 shares authorized;        
45,155,621 and 45,659,762 issued and outstanding as of September 30, 2017, and December 31, 2016, respectively  5   5 
        
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; no shares issued and outstanding  -   - 
Common stock, $0.0001 par value, 200,000,000 shares authorized;45,767,643 and 45,427,030 issued, 45,357,640 and 44,787,608 outstanding as of March 31, 2018 and December 31, 2017, respectively  5   5 
Additional paid-in capital  45,213   43,097   38,331   42,498 
Retained earnings  79,822   70,707   74,615   63,819 
Total stockholders' equity  125,040   113,809 
Total liabilities, redeemable noncontrolling interest and stockholders' equity $420,527  $407,701 
Total stockholders’ equity  112,951   106,322 
Total liabilities, stockholders’ equity and redeemable noncontrolling interest $448,799  $424,348 

  

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

 

 1 

 

 

LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES


Condensed Consolidated Statements of IncomeOperations


(In thousands, except share and per share data)

(Unaudited)
(unaudited)

 

  For the Three Months Ended September 30,  For the Nine Months Ended September 30, 
  2017  2016  2017  2016 
             
Tour revenues $84,584  $70,774  $203,283  $186,218 
                 
Cost of tours  38,480   32,446   99,780   87,111 
Gross profit  46,104   38,328   103,503   99,107 
                 
Operating expenses:                
General and administrative  16,526   12,915   46,710   36,740 
Selling and marketing  11,676   10,164   31,521   29,294 
Depreciation and amortization  4,354   5,080   12,012   14,523 
Total operating expenses  32,556   28,159   90,243   80,557 
                 
Operating income  13,548   10,169   13,260   18,550 
                 
Other income (expense):                
Gain (loss) on foreign currency  224   (5)  1,047   (291)
Other income (expense)  59   (38)  (97)  (38)
Interest expense, net  (2,802)  (2,476)  (7,192)  (7,914)
Total other expense  (2,519)  (2,519)  (6,242)  (8,243)
                 
Income before income taxes  11,029   7,650   7,018   10,307 
                 
Income tax expense (benefit)  1,586   203   (473)  (3,113)
                 
Net income 9,443  7,447  7,491  13,420 
                 
Net income (loss) attributable to noncontrolling interest  165   29   149   (119)
                 
Net income attributable to Lindblad $9,278  $7,418  $7,342  $13,539 
                 
Common stock                
Net income available to common stockholders $9,278  $7,418  $7,342  $13,539 
                 
Weighted average shares outstanding                
Basic  44,457,656   45,776,443   44,528,878   45,639,608 
Diluted  

45,718,513

   46,541,257   

45,609,560

   46,329,880 
                 
Net income per share attributable to Lindblad                
Basic $0.21  $0.16  $0.16  $0.30 
Diluted $0.20  $0.16  $0.16  $0.29 

  For the three months ended
March 31,
 
  2018  2017 
       
Tour revenues $82,410  $63,128 
Cost of tours  35,871   32,603 
Gross profit  46,539   30,525 
         
Operating expenses:        
General and administrative  15,050   15,101 
Selling and marketing  12,073   10,296 
Depreciation and amortization  5,045   3,763 
Total operating expenses  32,168   29,160 
         
Operating income  14,371   1,365 
         
Other (expense) income:        
Interest expense, net  (2,734)  (2,315)
(Loss) gain on foreign currency  (451)  246 
Other income (expense)  8   (263)
Total other expense  (3,177)  (2,332)
         
Income (loss) before income taxes  11,194   (967)
Income tax expense (benefit)  277   (1,592)
         
Net income $10,917  $625 
Net income attributable to noncontrolling interest  121   29 
         
Net income available to common stockholders $10,796  $596 
         
Weighted average shares outstanding        
Basic  45,274,540   44,707,273 
Diluted  45,667,565   45,761,938 
         
Net income per share available to common stockholders        
Basic $0.24  $0.01 
Diluted $0.24  $0.01 

 

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

 

 2 

 

 


LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES


Condensed Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders’ Equity


(In thousands, except share data)
(unaudited)

 

  Common Stock  Additional Paid-In  Retained  Total Stockholders’  Redeemable Noncontrolling 
  Shares  Amount  Capital  Earnings  Equity  Interest 
Balance as of December 31, 2016  45,659,762  $5  $43,097  $70,707  $113,809  $5,170 
Stock-based compensation  -        -   9,464   -   9,464   - 
Option shares exercised and exchanged  103,233   -   (202)  -   (202)    - 
Issuance of shares to board of directors  45,019   -                 
Repurchase of shares and warrants  (547,058)  -   (6,166)  -   (6,166)  - 
Retirement of shares for employee taxes on vested shares/options  (105,335)  -   (980)  -   (980)  - 
Retroactiveapplication of ASU 2016-09  -   -   -   1,773   1,773   - 
Net income  -   -   -   7,342   7,342   149
Balance as of September 30, 2017  45,155,621  $5  $45,213  $79,822  $125,040  $5,319 
  Common Stock  Additional Paid-In  Retained  Total Stockholders’ 
  Shares  Amount  Capital  Earnings  Equity 
Balance as of December 31, 2017  45,427,030  $5  $42,498  $63,819  $106,322 
Stock-based compensation  -           -   866   -   866 
Issuance of stock for equity compensation plans, net  349,643   -   (4,179)  -   (4,179)
Repurchase of shares and warrants  (9,030)  -   (854)  -   (854)
Net income  -   -   -   10,796   10,796 
Balance as of March 31, 2018  45,767,643  $5  $38,331  $74,615  $112,951 

 

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

 

 3 

 

 

LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)(unaudited)

 

  For the Nine Months Ended
September 30,
 
  2017  2016 
Cash Flows From Operating Activities      
Net income $7,491  $13,420 
Adjustments to reconcile net income to net cash provided by operating activities:        
Depreciation and amortization  12,012   14,523 
Amortization of National Geographic fee  2,180   2,180 
Amortization of debt discount, deferred financing and other, net  1,662   2,582 
Stock-based compensation  9,464   3,982 
Deferred income taxes  (2,017)  (3,709)
(Gain) loss on currency translation  (1,047)  291 
Changes in operating assets and liabilities        
Inventories and marine operating supplies  (516)  1,505 
Prepaid expenses and other current assets  (1,087)  1,098 
Unearned passenger revenues  8,062   (8,620)
Other long-term assets  192   (3,159)
Other long-term liabilities  14   22 
Accounts payable and accrued expenses  (6,964)  (8,430)
Net cash provided by operating activities  29,446   15,685 
         
Cash Flows From Investing Activities        
Acquisition of Natural Habitat, Inc., net of $4,904 cash acquired  -   (9,946)
Purchases of property and equipment  (44,089)  (50,598)
Redemption (purchase) of restricted cash and marketable securities  311   (1,907)
Net cash used in investing activities  (43,778)  (62,451)
         
Cash Flows From Financing Activities        
Payment of deferred financing costs  (312)  (1,565)
Repayments of long-term debt  (1,312)  (1,312)
Repurchase of employee shares as part of cashless exercise of options or vesting of restricted shares for tax purposes  (1,182)  (2,695)
Repurchase of warrants and common shares  (6,166)  (5,420)
Net cash used in financing activities  (8,972)  (10,992)
Effect of exchange rate changes on cash  204   (128)
         
Net decrease in cash and cash equivalents  (23,100)  (57,886)
         
Cash and cash equivalents as of beginning of period  135,416   206,903 
         
Cash and cash equivalents as of end of period $112,316  $149,017 
         
Supplemental disclosures of cash flow information:        
Cash paid during the period for:        
Interest $7,841  $7,427 
Income taxes $965 $992 
         
Non-cash investing and financing activities:        
Additional paid-in capital exercise proceeds of option shares $168  $1,123 
Additional paid-in capital exchange proceeds used for option shares  (168)  (1,123)

  For the three months ended
March 31,
 
  2018  2017 
Cash Flows From Operating Activities      
Net income $10,917  $625 
Adjustments to reconcile net income to net cash provided by operating activities:        
Depreciation and amortization  5,045   3,763 
Amortization of National Geographic fee  727   727 
Amortization of deferred financing costs and other, net  608   552 
Stock-based compensation  866   4,202 
Deferred income taxes  347   (2,073)
Loss (gain) on foreign currency  451   (246)
Changes in operating assets and liabilities        
Marine operating supplies and inventories  (400)  116 
Prepaid expenses and other current assets  (1,754)  (1,358)
Unearned passenger revenues  (939)  4,261 
Write-off of unamortized issuance costs related to debt refinancing  359   - 
Other long-term assets  10   29 
Other long-term liabilities  8   - 
Accounts payable and accrued expenses  (5,727)  (7,861)
Net cash provided by operating activities  10,518   2,737 
Cash Flows From Investing Activities        
Purchases of property and equipment  (14,502)  (22,844)
Transfer to restricted cash and marketable securities  (13,180)  (4,411)
Net cash used in investing activities  (27,682)  (27,255)
Cash Flows From Financing Activities        
Proceeds from long-term debt  200,000   - 
Repayments of long-term debt  (170,625)  (438)
Payment of deferred financing costs  (6,297)  - 
Repurchase under stock-based compensation plans and related tax impacts  (4,179)  (1,103)
Repurchase of warrants and common stock  (854)  (5,572)
Net cash provided by (used in) financing activities  18,045   (7,113)
Effect of exchange rate changes on cash  (40)  (3)
Net increase (decrease) in cash and cash equivalents  841   (31,634)
Cash and cash equivalents at beginning of period  96,443   135,416 
Cash and cash equivalents at end of period $97,284  $103,782 
Supplemental disclosures of cash flow information:        
Cash paid during the period:        
Interest $3,012  $2,601 
Income taxes $45  $12 
Non-cash investing and financing activities:        
Additional paid-in capital exercise proceeds of option shares $1,682  $168 
Additional paid-in capital exchange proceeds used for option shares $(1,682) $(168)

 

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

 

 4 

 

  

Lindblad Expeditions Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

 

NOTE 1 – BUSINESS

 

Organization

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

 

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

 

Natural Habitat Acquisition

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

The Company’s common stock and warrants are listed on the NASDAQ Capital Market under the symbols “LIND” and “LINDW,” respectively.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements and footnotes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding unaudited interim financial information. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Income, Condensed Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders’ Equity, and Condensed Consolidated Statements of Cash Flowsfinancial statements for the interim periods presented. Operating results for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full year due to seasonality and other factors. Certain information and footnote disclosures normally included in the condensed consolidated financial statements in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC. All intercompany balances and transactions have been eliminated in the accompanyingthese unaudited condensed consolidated financial statements. Accordingly, these unaudited interim condensed consolidated financial statements and footnotes should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto for the year ended December 31, 20162017 contained in the Annual Report on Form 10-K filed with the SEC on March 7, 2017. 2, 2018.

 

Principles of Consolidation

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

Reclassifications

We have reclassified certain prior period amounts to conform to the current period presentation, with no impact on consolidated net income or cash flows.

 5 

 

 

Reclassifications

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

Use of Estimates

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

 

Revenue Recognition

Tour revenue consistsRevenues are measured based on consideration specified in our contracts with guests and are recognized as the related performance obligations are satisfied.

The majority of our revenues are derived from guest ticket revenue recognized from the sale of guest tickets and othercontracts which are reported as tour revenues from the salein our condensed consolidated statements of operations. Our primary performance obligation under this contract is to provide an expedition and may include pre- and post-expedition excursions, hotel accommodations, land-based expeditions and air transportation to and from the ships. Upon satisfaction of these performance obligations, the Company recognizes revenue over the duration of each expedition.

Tour revenues also include revenues from the sale of goods and services onboard our ships, cancellation fees and trip insurance. Revenues from the sale of goods and services rendered onboard that are not included in guest ticket prices,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 and cancellation fees. Revenueclaims based on the Company’s claims history. Proceeds received from the saletrip insurance premiums in excess of guest tickets and otherthis liability are recorded as revenue are recognized gross, as the Company has the primary obligation in the arrangement, has discretionperiod in supplier selectionwhich they are received.

Customer Deposits and is involved in the determination of the service specifications.Contract Liabilities

The Company’s tour guests remit deposits in advance of tour embarkation. Guest tour deposits consist of guest ticket revenues as well as revenues from the sale of pre- and post-expedition excursions, hotel accommodations, land-based expeditions and air transportation to and from the ships, and trip insurance.ships. Guest tour deposits represent unearned revenues and are initially included inreported as unearned passenger revenuerevenues in the condensed consolidated balance sheet when received. Guest depositsreceived and are subsequently recognized as tour revenues onrevenue during the date of embarkation. Tour expeditions average ten days in duration. For tours in excess of ten days, the Company recognizes revenue based upon expeditions days earned. Guest cancellation fees are recognized as tour revenues at the timeduration of the cancellation. Revenuesexpedition. Accounting Standards Codification,Revenue from Contracts with Customers (Topic 606) defines a “contract liability” as an entity’s obligation to transfer goods or services to a customer for which the entity has received consideration from the salecustomer. We do not consider guest deposits to be a contract liability until the guest no longer has the right, resulting from the passage of additional goodstime, to cancel their reservation and services rendered onboard arereceive a full refund. Unearned passenger revenues presented in our condensed consolidated balance sheets include contract liabilities of $45.6 million and $40.3 million as of March 31, 2018 and December 31, 2017, respectively. During the three months ended March 31, 2018, we recognized upon purchase.revenues related to our contract liabilities as of December 31, 2017 of $38.3 million.

 

Earnings per Common Share

 

Earnings per common share areis computed by dividing net income available to common shareholders, by the weighted average number of common shares outstanding during the period. Diluted earnings per share areis 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 or issuable upon the exercise of stock which may include options, warrants and vesting of restricted stock, which was accounted for utilizingusing the treasury stock method.

 

For the three months ended March 31, 2018 and 2017, the Company calculated earnings per share as follows:

  For the three months ended
March 31,
 
(In thousands, except share and per share data) 2018  2017 
  (unaudited) 
Net income available to common stockholders $10,796  $596 
Weighted average shares outstanding:        
Total weighted average shares outstanding, basic  45,274,540   44,707,273 
Dilutive potential common shares  393,025   1,054,665 
Total weighted average shares outstanding, diluted  45,667,565   45,761,938 
         
Net income per share available to Lindblad        
Basic $0.24  $0.01 
Diluted $0.24  $0.01 

The Company’s Board of Directors and stockholders approved a 2015 Long-Term Incentive Plan, which includes the authority to issue up to 2,500,000 shares of Lindblad common stock. As of March 31, 2018, options to purchase an aggregate of 220,000 shares of the Company’s common stock with a weighted average exercise price of $9.63 per share were outstanding.

 6 

 

 

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

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

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

As of September 30,March 31, 2018 and 2017, 10,088,074 and 2016 there were 10,673,015 and 12,040,937,warrants, respectively, warrants outstandingexpiring July 8, 2020 to purchase common stock at a price of $11.50 per share. The Company determined theseshare were outstanding. These warrants were anti-dilutive and were not consideredincluded in the calculation of diluted weighted average shares outstanding.

 

Cash and Cash Equivalents

 

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

 

Concentration of Credit Risk

The Company maintains cash in several financial institutions in the U.S. and other countries which, at times, may exceed the federally insured limits. Accounts held in the U.S. are guaranteed by the Federal Deposit Insurance Corporation up to certain limits. The Company has not experienced any losses in such accounts. As of September 30, 2017March 31, 2018 and December 31, 2016,2017, the Company’s cash held in financial institutions outside of the U.S. amounted $4.5to $6.7 million and $2.7$4.1 million, respectively.

7

 

Restricted Cash and Marketable Securities

 

Restricted cash and marketable securities” onsecurities consist of the accompanying condensed consolidated balance sheets consists of:following:

 

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

  As of
March 31,
2018
  As of
December 31,
2017
 
(In thousands) (unaudited)    
Federal Maritime Commission escrow $17,383  $4,186 
Credit card processor reserves  1,530   1,530 
Certificates of deposit and other restricted securities  1,324   1,341 
Total restricted cash and marketable securities $20,237  $7,057 

 

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

 

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

 

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

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

At March 31, 2018 and December 31, 2017, a cash reserve of approximately $1.5 million is required for credit card deposits by third-party credit card processors.

Amounts in the escrow accounts include cash, certificates of deposit and marketable securities. Cost of these short-term investments approximates fair value.

Inventories and Marine Operating Supplies and Inventories

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

 

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

 

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.

7

Prepaid Expenses and Other Current Assets

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

 

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

8

  As of
March 31,
2018
  As of
December 31,
2017
 
(In thousands) (unaudited)    
Prepaid tour expenses $9,938  $9,846 
Prepaid air expense  3,546   3,621 
Prepaid client insurance  2,560   2,525 
Prepaid marketing, commissions and other expenses  2,511   2,495 
Prepaid corporate insurance  2,457   1,033 
Prepaid port agent fees  840   1,022 
Prepaid income taxes  809   809 
Total prepaid expenses $22,661  $21,351 

 

Property and Equipment Net

 

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

 

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

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

 

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

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

 

Goodwill

Goodwill includesThe authoritative guidance requires that goodwill be assessed annually for impairment. The Company completed the costannual impairment test as of the acquired business in excessSeptember 30, 2017 with no indication of the fair valuegoodwill impairment. Future impairment tests will be performed annually as of the tangible net assets recorded in connection with the acquisition of Natural Habitat (see Note 1 – Business). Accounting Standards Codification 350, “Intangibles – Goodwill and Other” (“ASC 350”), requires the Company to assess goodwill for impairment annuallySeptember 30, or more frequently if a triggering event occurs. Due to the acquisitionwarranted. As of Natural Habitat on May 4, 2016, the Company recorded goodwill in the amountMarch 31, 2018 there was no indication of $22.1 million, in Natural Habitat’s reporting unit. The Company’s policy is to first perform a qualitative assessment to determine if that it was more likely or not if Natural Habitat’s reporting unit’s carrying value is less than the fair value of the reporting unit, indicating the potential for goodwill impairment. If the reporting unit fails the qualitative test then the Company proceeds with the quantitative two step goodwill impairment calculation. During the third quarter of 2017, the Company performed a qualitative assessment of Natural Habitat’s fair value which included assessing the impact of certain factors such as general economic conditions, limitations on accessing capital, changes in forecasted operating results, and fluctuations in foreign exchange rates. Based on our qualitative assessment, we concluded that it was more-likely-than-not that the estimated fair value of Natural Habitat’s reporting unit exceeded its carrying value and thus, we did not proceed to the two-step goodwill impairment test.

Intangibles, net

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

 

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

 

 98 

 

 

In June 2015, a new Ecuadorian Special Law for Protected Areas was approved and was updated in November 2015. A Presidential Decree issued by President Correa of Ecuador in November 2015 established that cupos, which were in effect as ofsince July 2015, will have a validity of nine years so theyears. The Company’s operating rights are up for renewal in July 2024.2024 and, based on the new law, the Company will begin the renewal process in 2020. The current “owners” of the cupos will have the opportunity to re-apply for them, but any other enterprise or individual will have the opportunity to bid for the cupos. All bidders must present proof that they fulfill the conditions to properly utilize the license (access to a vessel, experience in tourism, proven environmental behavior, marketing, etc.). While the Company believes that, based on the expected criteria to retain cupos and its past operating history in the Galápagos, there is a strong possibility that the Company will retain its cupos, from an accounting perspective, it will assume they retain no value after July 2024. Once the renewal process has begun and if it can be determined that the Company will be successful in its bid, then the Company will adjust its amortization prospectively. Operating rights are amortized over their remaining government mandated lives.

 

Upon the occurrence of a triggering event, the assessment of possible impairment of the Company’s intangibles net will be based on the Company’s ability to recover the carrying value of its asset, which is determined by using the asset’s estimated undiscounted future cash flows. If these estimated undiscounted future cash flows are less than the carrying value of the asset, an impairment charge is recognized for the excess if any, of the asset’s carrying value over its estimated fair value. A significant amount of judgment is required in estimating the future cash flows and fair values of its tradenames, customer lists and operating rights. As of September 30, 2017March 31, 2018 and December 31, 2016,2017, there was no triggering event and the Company did not record an impairment for intangible assets.

 

Long-Lived Assets

The Company reviews its long-lived assets, principally its vessels, for impairment whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. Upon the occurrence of a triggering event, the assessment of possible impairment is based on the Company’s ability to recover the carrying value of its asset, which is determined by using the asset’s estimated undiscounted future cash flows. If these estimated undiscounted future cash flows are less than the carrying value of the asset, an impairment charge is recognized for the excess if any, of the asset’s carrying value over its estimated fair value. A significant amount of judgment is required in estimating the future cash flows and fair values of its vessels. As of September 30, 2017March 31, 2018 and December 31, 2016,2017, there was no triggering event that caused, norand the Company did the Companynot record an impairment of its long-lived assets.

 

Accounts Payable and Accrued Expenses

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

 

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

  As of
March 31,
2018
  As of
December 31,
2017
 
(In thousands) (unaudited)    
Accrued other expense $7,045  $7,001 
Accounts payable  4,321   7,791 
New build liability  3,817   2,730 
Employee liability  2,744   2,644 
Royalty payable  1,605   1,673 
Income tax liabilities  1,368   1,490 
Bonus compensation liabilty  1,276   3,736 
Travel certificate liability  1,128   1,120 
Refunds and commissions payable  926   1,805 
Accrued travel insurance expense  472   432 
Total accounts payable and accrued expenses $24,702  $30,422 

9

 

Fair Value Measurements and Disclosure

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

 

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

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

10

 

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

 

The carrying value of long-term debt approximates fair value given that the terms of the agreement were comparable to the market as of September 30, 2017March 31, 2018. As of March 31, 2018 and December 31, 2016. As of September 30, 2017, and December 31, 2016, the Company had no other significant liabilities that were measured at fair value on a recurring basis.

 

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

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.

 

Income Taxes

 

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

 

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

 

The Company is subject to income taxes in both the U.S. and the non-U.S. jurisdictions in which it operates. The Company regularly assesses the potential outcome of current and future examinations in each of the taxing jurisdictions when determining the adequacy of the provision for income taxes. The Company has only recorded financial statement benefits for tax positions which it believes reflect the “more-likely-than-not” criteria of FASB’s authoritative guidance on accounting for uncertainty in income taxes, and it has established income tax reserves in accordance with this guidance where necessary. Once a financial statement benefit for a tax position is recorded or a tax reserve is established, the Company adjusts it only when there is more information available or when an event occurs necessitating a change. While the Company believes that the amount of the recorded financial statement benefits and tax reserves reflect the more-likely-than-not criteria, it is possible that the ultimate outcome of current or future examinations may result in a reduction to the tax benefits previously recorded on its condensed consolidated financial statements or may exceed the current income tax reserves in amounts that could be material. As of September 30, 2017,March 31, 2018, and December 31, 2016,2017, the Company had a liability for unrecognized tax benefits of $0.4 million, which was included in other long-term liabilities on the Company’s condensed consolidated balance sheets. The guidance also discusses the classification of related interest and penalties on income taxes.liabilities. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. During the ninethree months ended September 30,March 31, 2018 and 2017, and 2016, interest and penalties related to uncertain tax positions included in income tax expense are immaterial. 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 three prior years remain subject to examination by tax authorities and the Company’s foreign tax returns for the current year and the four prior years remain subject to examination by tax authorities.

 1110 

 

The SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”), codified as Accounting Standards Update (“ASU”) 2018-05, to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. SAB 118 is effective for reporting periods that include December 22, 2017. Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, the Company made reasonable estimates of the effects and recorded provisional amounts in its financial statements as of December 31, 2017, resulting in additional tax expense of $12.7 million in that period. As the Company collects and prepares the necessary data, and interprets the Tax Act and any additional guidance issued by the U.S. Treasury Department, the IRS, and other standard-setting bodies, it may make adjustments to the provisional amounts. Those adjustments may materially impact the Company’s provision for income taxes and effective tax rate in the period in which the adjustments are made. To date, management has not made any adjustments to the provisional amounts for the remeasurement of deferred tax assets/liabilities and the deemed repatriation of certain foreign subsidiary earnings. The accounting for the tax effects of the Tax Act will be completed in 2018.

Stock-Based Compensation

 

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

Segment Reporting

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

 

Recent Accounting Pronouncements

 

In August 2017, FASBthe Financial Accounting Standards Board (“FASB”) issued accounting Standards Update ASU No. 2017-12,Derivatives and Hedging (Topic(Topic 815)Targeted Improvements to Accounting for Hedging Activities. The FASB’s newActivities. This guidance will make more financial and nonfinancial hedging strategies eligible for hedge accounting. It also amends the presentation and disclosure requirements and changes how companies assess effectiveness. It is intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting, and increase transparency as to the scope and results of hedging programs. The requirementUpdate No. 2017-12 is effective for public business entities to apply this update prospectively for all new awardsyears beginning after annual reporting periods beginning December 15, 2018 with early2018. Early adoption permitted, including in current period.is permitted. Management is currently assessing the impact this guidance will have on the condensedfinancial position or results of operations.

In February 2016, the FASB issued ASU No. 2016-02,Leases (Topic 842). The guidance requires the recognition of lease right of use assets and lease liabilities by lessees for those leases previously classified as operating. This guidance was issued to increase transparency and comparability among organizations by disclosing key information about leasing arrangements and requiring the recognition of right of use (“ROU”) assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. ASU 2016-02 is effective for years beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the effect adoption of this guidance will have on its consolidated financial statements of the Company. 

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

 

Accounting Pronouncements Recently Adopted

In 2014, the FASB issued ASU 2014-09,Revenue from Contracts with Customers (Topic 606). This ASU is based on the principle that revenue is recognized upon the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. There have been multiple clarifying ASU’s issued subsequent to ASU 2014-09. We adopted the guidance related to revenue recognition beginning January 1, 2018, using the modified retrospective transition method applied to those contracts which were not completed as of the adoption date. Prior periods have not been restated. The adoption of this guidance was not material to our financial position and results of operations.

11

In January 2017, the FASB issued Accounting Standards Update ASU No. 2017-04,Intangibles and OtherOther (Topic 350):Simplifying the Test for Goodwill Impairment.Impairment. The pronouncement eliminatesamendment was issued in response from stakeholders’ regarding the cost and complexity of the goodwill impairment test. To simplify the subsequent measurement of goodwill, the Board eliminated Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities). Now the entity compares the fair value of the reporting unit with its carrying amount. The requirement is for public business entities to apply theCompany adopted this guidance to annual reporting periods beginning after December 15, 2019. Early adoption is permitted for interim or annual impairment tests after January 1, 2017. The Company does2018, which did not believe the adoption of this ASU will have a material impact prospectively, to the Company’s condensed consolidatedon our financial statements.position or results of operations.

 

In January 2017, the FASB issued Accounting Standards Update ASU No. 2017-01, “BusinessBusiness Combinations (Topic 805):Clarifying the Definition of a Business”Business. The amendmentguidance was issued to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals)or disposals of assets or businesses. The amendments in this ASUUpdate provide a screen to determine when a set (inputs and processes that produce an output) is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (oror disposed of)of is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. The requirement is for public business entities to apply the guidance to annual reporting periods beginning after December 15, 2017. The Company doesadopted this guidance beginning January 1, 2018, which did not believe the adoption of this ASU will have a material impact prospectively, to the Company’s condensed consolidatedon our financial statements.position or results of operations.

12

 

NOTE 3 – LONG-TERM DEBT

 As of September 30, 2017 As of December 31, 2016  As of
March 31, 2018
  As of
December 31, 2017
 
 (Unaudited)     (unaudited)   
(In thousands) Principal  Discount and Deferred Financing Costs, net  Balance, net of discount  Principal  Discount and Deferred Financing Costs, net  Balance, net of discount  Principal  Discount and Deferred Financing Costs, net  Balance  Principal  Discount and Deferred Financing Costs, net  Balance 
Note payable $2,525  $-  $2,525  $2,525  $-  $2,525  $2,525  $-  $2,525  $2,525  $-  $2,525 
Credit Facility  171,063   (7,673)  163,390   172,375   (9,022)  163,353   200,000   (12,544)  187,456   170,625   (7,214)  163,411 
Total long-term debt  173,588   (7,673)  165,915   174,900   (9,022)  165,878   202,525   (12,544)  189,981   173,150   (7,214)  165,936 
Less current portion  (1,750)  -   (1,750)  (1,750)  -   (1,750)  (1,500)  -   (1,500)  (1,750)  -   (1,750)
Total long-term debt, non-current $171,838  $(7,673) $164,165  $173,150  $(9,022) $164,128  $201,025  $(12,544) $188,481  $171,400  $(7,214) $164,186 

 

Note Payable

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

Credit Facility

 

On March 7, 2016,27, 2018, the Company entered into a second amendedThird Amended and restated credit agreement with Credit Suisse (“Restated Credit Agreement (the “Amended Credit Agreement”), amending its senior providing for a refinancing and amendment of the terms of the Company’s existing secured credit facility, withdated as of March 7, 2016 (the “Superseded Agreement”).

The Amended Credit Suisse (“Restated Credit Facility”). The Restated Credit FacilityAgreement provides for $175.0a $200.0 million senior secured first lien term loan facility (consisting(the “Term Facility”), which represents an increase of a $155.0$25.0 million U.S.from the senior secured first lien term loan (the “U.S.facility under the Superseded Agreement. The Term Loan”) and a $20.0 million Cayman term loan for the benefit of the Company’s foreign subsidiaries (the “Cayman Loan”, and togetherFacility matures March 27, 2025. Consistent with the U.S. Term Loan, (the “Loans”)) andSuperseded Agreement, the Amended Credit Agreement also provides for a $45.0 million senior secured incremental revolving credit facility (“Revolving Credit(the “Revolving Facility”), which includes a $5.0 million letter of credit subfacility.sub-facility. The Company’s obligations under the RestatedAmended Credit Facility areAgreement remain secured by substantially all of the assets of the Company.

 

The Company capitalized $4.2 million related to lender and third-party fees in connection with the Third Amended and Restated Credit Agreement. In addition, the entry into the Third Amended and Restated Credit Agreement was considered a debt modification with a partial extinguishment, as a result the Company incurred costs of $1.0 million during the three months ended March 31, 2018.

Borrowings under the LoansTerm Facility will bear interest at an adjusted Intercontinental Exchange (“ICE”) Benchmark administration LIBOR plus a spread of 3.50%, which steps down to 3.25% if the Company’s debt rating from Moody’s and S&P are both B1 (stable) or better and BB (negative) or better, respectively. The interest rate at March 31, 2018 is 5.95%. Borrowings under the Revolving Facility will bear interest at an adjusted ICE Benchmark Administration LIBO Rate (subject to a floor of 1.00%)administration LIBOR plus a spread of 4.50%. As of September 30, 2017, the interest rate was 5.95%. The U.S. Term Loan and the Cayman Loan both mature on May 8, 2021. Borrowings under the Revolving Credit Facility bear interest at an adjusted ICE Benchmark Administration LIBO Rate plus a spread of 4.00%3.00%, or, at the option of the Company, an alternative base rate plus a spread of 3.00%2.00%. The Company is also required to pay a 0.50%0.5% annual commitment fee on undrawn amounts under the Revolving Credit Facility, which matures on May 8, 2020. As of September 30, 2017, the Company had no borrowings under the Revolving Credit Facility.March 27, 2023.

 

The Restated Credit Agreement (i) requires the Company to satisfy certain financial covenants;covenants as set forth in the Amended Credit Agreement; (ii) limits the amount of indebtedness the Company may incur; (iii) limits the amount the Company may spend in connection with certain types of investments; (iv) requires the delivery of certain periodic financial statements and an operating budget and (v) requires the mortgaged vessels and related inventory to be maintained in good working condition. As of September 30, 2017,March 31, 2018, the Company was in compliance with the financial covenants.

Borrowings under the Revolving Credit Facility will be used for general corporate and working capital purposes and related fees and expenses. As of March 31, 2018, the Company had no borrowings under the Revolving Credit Facility.

 

For the three months ended September 30,March 31, 2018 and 2017, and 2016, total debt discount and deferred financing costs charged to interest expense was $0.6 million and $0.5 million, respectively. For the nine months ended September 30, 2017 and 2016, total debt discount and deferred financing costs charged to amortization and interest expense was $1.7 million and $1.7 million.

 1312 

 

 

NOTE 4 – ACQUISTIONSenior Secured Credit Agreement

On January 8, 2018, the Company and its indirect, wholly-owned subsidiary (the “Borrower”) entered into a senior secured credit agreement (the “Export Credit Agreement”) with Citibank, N.A., London Branch (“Citi”) and Eksportkreditt Norge AS (together with Citi, the “Lenders”). Pursuant to the Export Credit Agreement, the Lenders have agreed to make available to the Borrower, at the Borrower’s option and subject to certain conditions, a loan in an aggregate principal amount not to exceed $107.7 million for the purpose of providing financing for up to 80% of the purchase price of the Company’s new ice class vessel, theNational Geographic Endurance, targeted to be completed in January 2020. Seventy percent of the loan will be guaranteed by Garantiinstituttet for Eksportkreditt, the official export credit agency of Norway. If drawn upon, the loan will be made at the time of delivery of the vessel.

At the Borrower’s election, the loan will bear interest either at a fixed interest rate effectively equal to 5.78% or a floating interest rate equal to three-month LIBOR plus a margin of 3.00% per annum. The loan will amortize 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 will be secured by a first priority mortgage over the new vessel and the assignment of related insurances. The 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 or the Borrower. In addition to paying interest on any outstanding loans under the facility, the Borrower is required to pay customary coordination, arrangement, agency, collateral and commitment fees. Amounts drawn under the Export Credit Agreement may be voluntarily prepaid at any time subject to customary breakage costs. All obligations of the Borrower under the Export Credit Agreement are guaranteed by the Company.

Note Payable

 

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

The Company recorded this transaction using the acquisition method for business combinations. The Company measured the identifiable assets, liabilities and non-controlling interest of Natural Habitat$2.5 million due at their fair market value as of the acquisition date and separately measured goodwill at its fair market value as of the acquisition date. Goodwill is an intangible asset arising as a result of name, reputation, customer loyalty, location, products, and similar factors not separately identified. The recorded goodwill has no tax basis and is therefore not tax deductible.

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

Acquisitionrate of Natural Habitat, Inc.:

(In thousands)

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

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

14

The following unaudited pro forma summary presents consolidated information of Lindblad Expeditions for the nine period ended September 30, 2016 as if the business combination1.44% annually, with Natural Habitat had occurred on January 1, 2016:interest payable every six months.

  Pro Forma for Nine Month Period Ended 
  

September 30,
2016

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

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

 

NOTE 54 – EMPLOYEE BENEFIT PLAN

 

The Company has a 401(k) profit sharing plan and trust for its employees. The Company matches 30% of employee contributions up to the annual maximum of $2,100 and $1,800 as of September 30, 2017March 31, 2018 and 2016, respectively.2017. For the three months ended September 30,March 31, 2018 and 2017, and 2016, the Company’s benefit plan contribution amounted towas $0.1 million. For the nine months ended September 30, 2017 and 2016, the Company’s benefit plan contribution amounted to $0.3 million and $0.2 million, respectively. The benefit plan contribution is recorded withinincluded in general and administrative expenses on the accompanying condensed consolidated statements of income. operations.

 

NOTE 65 – STOCKHOLDERS’ EQUITY

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

 

Capital Stock

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

 

Stock and Warrant Repurchase Plan

 

InOn November 2015,2, 2016, the Company’s Board of Directors approved a $20.0$15.0 million increase to the Company’s existing stock and warrant repurchase plan and in November 2016, increased the authorization by $15.0 million(“Repurchase Plan”), to a total of $35.0 million. This Repurchase Plan, which was authorized in November 2015, authorizes the Company to purchase from time to time the Company’s outstanding common stock and warrants through open market repurchases in compliance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended, and/or in privately negotiated transactions based on market and business conditions, applicable legal requirements and other factors.warrants. Any shares and warrants repurchasedpurchased will be retired. The Repurchase Plan has no time deadline and will continue until otherwise modified or terminated at the sole discretion of the Company’s Board of Directors at any time.Directors. The repurchases exclude shares repurchased to settle statutory employee tax withholding related to the exercise of stock options and vesting of stock awards. All repurchases were made using cash resources. During the three months ended September 30, 2017, the Company did not repurchase shares of common stock or warrants. During the nine months ended September 30, 2017March 31, 2018 the Company repurchased 547,0589,030 shares of common stock for $5.1$0.1 million and 513,372568,446 warrants for $1.1$0.8 million. The Company has cumulatively repurchased 855,776864,806 shares of common stock for $8.1 million and 5,426,9856,011,926 warrants for $13.9$14.7 million, since plan inception. The balance as of April 30, 2018 for the repurchase plan was $12.1 million.

 

20172018 Long-Term Incentive Compensation

 

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

The Company granted 171,393132,741 RSUs on April 3, 2017March 30, 2018 at a grant price of $8.98.$10.27. The RSU’s will vest in equal installments on each of the first three equal annual installments followinganniversaries of the April 2017 grant date, subject to the recipient’s continued employment or service with us or our subsidiaries on the applicable vesting date.

13

 

The PSUs are performance-vesting equity incentive awards that will be earned based on our performance against metrics relating to annual Adjusted EBITDA, annual revenue, and guest satisfaction. Awards will vest after a three-year performance period and may be earned at a level ranging from 0%-200% of the number of PSUs granted, depending on performance. On April 3, 2017,March 30, 2018, the Company awarded 126,95388,851 of targeted PSUs with the number of shares determined based upon the closing price of our common stock on March 31, 201730, 2018 of $8.96. Based on the financial statements as of September 30, 2017, the Company assessed the applicable metrics related to the PSU grants, determined the blended probability of achieving the performance metrics and valued the awards based on the fair value at the date of grant with the amount of stock compensation expense determined based on the number PSU’s expected to vest.

15

$10.27.

2016 CEO Share Allocation Plan 

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

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

Stock Options

 

On August 2, 2017, 95,542During the three months ended March 31, 2018, 955,424 stock options were exercised at a market price on the date ofan exercise of $9.76 per share and a grant price of $1.76 per share 17,229 shares were withheld by the Company to provide the $0.2 million required to exercise the options. In addition, 28,192 shares were withheld by the Company in order to pay the payroll withholding taxes for the transactions. The balance of 50,121 option shares were issued as a result of thecashless transaction.

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

NOTE 76 – COMMITMENTS AND CONTINGENCIES

 

Fleet Expansion

 

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

 

The company paid Ice Floe $53.6 million related tofirst vessel, theNational Geographic Quest and the vessel, was delivered in July of 2017. The Company amended the agreement for the second vessel, theNational Geographic Venture, in October 2017. The current contract price is $57.0$57.3 million and the vessel is scheduled to be completed in the fourth quarter of 2018, subject to extension for certain events, such as change orders. As of September 30, 2017,March 31, 2018, the Company has paid Ice Floe, LLC $18.1$34.8 million related to theNational Geographic Venture.Venture. The Company may terminate the applicable Agreement in the event the Builderbuilder fails to deliver the vessel within one hundred eighty180 days of the applicable due date or the Builderbuilder becomes insolvent or otherwise bankrupt. The Agreement also contains customary representations, warranties, covenants and indemnities.

 

16

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

vessels.

 

Royalty Agreement – National Geographic

 

The Company is engaged in an alliance and license agreement with National Geographic, which allows the Company to use the National Geographic name and logo. In return for these rights, the Company is charged a royalty fee. The royalty fee is included within selling and marketing expense on the accompanying condensed consolidated statements of income.operations. The amount is calculated based upon a percentage of certain ticket revenuerevenues less travel agent commission, including the revenuerevenues received from cancellation fees and any revenuerevenues received from the sale of voyage extensions. A voyage extension occurs when a guest extends theirhis or her trip with pre- or post-voyage hotel nights and is included within tour revenues on the accompanying condensed consolidated statements of income.operations. The royalty expense is recognized at the time of revenue recognition. See Note 2 – Summary of Significant Accounting Policies for a description of the Company’s revenue recognition policy. Royalty expense for the three and nine months ended September 30,March 31, 2018 and 2017 totaled $1.6 million and $3.9 million, respectively, and for the three and nine months ended September 30, 2016 totaled $1.2 million, and $3.6 million, respectively.

 

The balances outstanding to National Geographic as of September 30, 2017March 31, 2018 and December 31, 20162017 are $1.9$1.6 million and $1.5$1.7 million, respectively, and are included in accounts payable and accrued expenses on the accompanying condensed consolidated balance sheets.

 

Royalty Agreement – World Wildlife Fund

 

Natural Habitat has a license agreement with WWF,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 on the accompanying condensed consolidated statements of income.operations. The annual royalty payment and gross sales fees are paid on a quarterly basis. For the three and nine months ended September 30,March 31, 2018 and 2017, these fees totaled $0.2 million and $0.4 million, respectively.For the three months ended September 30, 2016 and the acquisition period beginning May 5, 2016 to September 30, 2016, these fees totaled $0.2 million and $0.3 million, respectively. million.

 

14

Charter Commitments

 

From time to time, the Company enters into agreements to charter vessels ononto which it holds its tours and expeditions. Future minimum payments on its charter agreements as of March 31, 2018 are as follows:

 

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

Insurance Revenue

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

17

For the years ended December 31, Amount 
(In thousands) (unaudited) 
2018 (nine months) $6,027 
2019  8,451 
2020  130 
Total $14,608 

NOTE 87 – SEGMENT INFORMATION

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

 

The Company evaluates the performance of its business segments based largely on tour revenues and operating income, and results of the segments without allocating other income and expenses, net, income taxes and interest expense, net. For the three and nine months ended September 30,March 31, 2018 and 2017 and 2016, the operating results were as follows:were:

 

 For the Three Months Ended For the Nine Months Ended 
 September 30,  September 30,  For the three months ended
March 31,
 
(In thousands) 2017  2016  Change  %  2017  2016*  Change  %  2018  2017  Change  % 
                 
Tour revenues:                                 (unaudited) 
Lindblad $67,451  $56,175  $11,276   20% $167,891  $165,936  $1,955   1% $70,453  $53,202  $17,251   32%
Natural Habitat  17,133   14,599   2,534   17%  35,392   20,282   15,110   74%  11,957   9,926   2,031   20%
Total tour revenues $84,584  $70,774  $13,810   20% $203,283  $186,218  $17,065   9% $82,410  $63,128  $19,282   31%
Operating (loss) income:                                
Operating income:                
Lindblad $12,070  $9,863  $2,207   22% $12,386  $19,038  $(6,652)  (35%) $13,439  $1,266  $12,173   NM 
Natural Habitat  1,479   306   1,173   383%  873   (488)  1,361   (279%)  932   99   833   NM 
Total operating income  13,549   10,169   3,380   33%  13,259   18,550   (5,291)  (29%) $14,371  $1,365  $13,006   NM 

 

* 2016 resultsAs of March 31, 2018 and December 31, 2017, total assets for the Lindblad segment and for the Natural Habitat represent activity fromsegment were $395.2 million and $53.6 million, respectively, and $382.7 million and $49.6 million, respectively. As of March 31, 2018 and December 31, 2017, there were $4.6 million and $4.8 million, respectively, of intangibles, net related to the acquisition dateLindblad segment. As of May 2016 through September 30, 2016.March 31, 2018 and December 31, 2017, there was $22.1 million in goodwill and $4.6 million and $4.8 million in intangibles, respectively, that were related to the Natural Habitat segment.

 

Amortization expense related to tradename and customer list amortizationFor the Lindblad segment, capital expenditures for the three months ended September 30,March 31, 2018 and 2017 were $14.4 million and 2016 is$22.8 million, respectively. Depreciation and amortization expense for the three months ended March 31, 2018 and 2017 was $4.7 million and $3.4 million, respectively. For the three months ended March 31, 2018 and 2017, amortization expense related to operating rights was $0.2 million inmillion.

For the Natural Habitat segment.segment for the three months ended March 31, 2018 and 2017, amortization of tradenames and customer lists was $0.2 million. For the ninethree months ended September 30,March 31, 2018 and 2017 and the acquisition period from May 5, 2016 through September 30, 2016, amortization expense in Natural Habitat segment related to the same acquisition related intangibles is $0.6there was $0.4 million and $0.3 million respectively. For more information, see Note-2 regarding the Company’s policy regardingin depreciation and amortization of intangible assets.expense, respectively, and $0.1 million in capital expenditures.

 

(In millions) As of September 30, 2017  As of December 31, 2016 
Total Assets      
Lindblad Segment $372  $366 
Natural Habitat Segment $49  $42 
Total Assets $421  $408 
         
Goodwill        
Natural Habitat Segment $22  $22 
Total Goodwill $22  $22 
         
Intangibles, net        
Lindblad Segment $5  $5 
Natural Habitat Segment $5  $6 
Total Intangibles, net $10  $11 

There were $1.0 million and $0.2 million in intercompany tour revenues between the Lindblad and Natural Habitat segments eliminated in consolidation for the three months ended March 31, 2018 and 2017, respectively.

 

 1815 

 

Item 2:ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDTHE RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

The following discussion and analysis addresses material changes in the financial condition and results of operations of the Company for the periods presented. This discussion and analysis should be read in conjunction with its unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q (“Form 10-Q”), as well as its audited consolidated financial statements and related notes included in the Company’s Annual Report for the year ended December 31, 2016 on Form 10-K filed with the Securities and Exchange Commission on March 7, 2017.2, 2018.

 

Cautionary Note Regarding Forward-Looking Statements

 

Any statements in this Form 10-Q about our expectations, beliefs, plans, objectives, prospects, financial condition, assumptions or future events or performance are not historical facts and are “forward-looking statements” as that term is defined under the federal securities laws. These statements are often, but not always, made through the use of words or phrases such as “believe,” “anticipate,” “should,” “intend,” “plan,” “will,” “expects,” “estimates,” “projects,” “positioned,” “strategy,” “outlook” and similar words. You should read the statements that contain these types of words carefully. Such forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause actual results to differ materially from what is expressed or implied in such forward-looking statements. There may be events in the future that we are not able to predict accurately or over which we have no control. Potential risks and uncertainties include, but are not limited to:

 

 general economic conditions;

 unscheduled disruptions in our business due to weather events, mechanical failures, or other events;

 changes adversely affecting the business in which we are engaged;

 management of our growth and our ability to execute on our planned growth;

 delays in construction of initial voyages of new vessels;our business strategy and plans;
   
 unexpected loss of voyages;

our business strategy and plans;

compliance with laws and regulations;regulations,

 compliance with the financial and/or operating covenants in our SecondThird Amended & Restated Credit Agreement (“RestatedAmended Credit Agreement”);

 adverse publicity regarding the cruise industry in general;

 loss of business due to competition;

 the result of future financing efforts;

delays and costs overruns with respect to the construction and delivery of newly constructed vessels;
 the inability to meet revenue and Adjusted EBITDA projections; and

 those risks discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2016.2017.

 

Given these risks readers are cautionedWe urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or uncertainties after the date hereof or to reflect the occurrence of unanticipated events.

 

Unless the context otherwise requires, in this Form 10-Q, “Company,” “Lindblad,” “we,” “us,” “our,” and “ours” refer to Lindblad Expeditions Holdings, Inc., and its subsidiaries.

 

Business Overview

 

Lindblad provides expedition cruising and adventure travel experiences that include itineraries that feature up-close encounters with wildlife and nature, history and culture and promote guest empowerment and interactivity. Our mission is offering life-changing adventures on all seven continents and pioneering innovative ways to allow our guests to connect with exotic and remote places.

We operate a fleet of seven owned expedition ships and five seasonal charter vessels under the Lindblad brand. A new coastal vessel theNational Geographic Questjoined the fleet in the third quarter of 2017.ships. The Company has contracted for two additional vessels, theNational Geographic Venture, a coastal vessel, expected to be completed in the fourth quarter of 2018, and theNational Geographic Endurance, a polar ice class vessel targeted to be competedcompleted in January 2020, with potential accelerated delivery to November 2019. The polar ice class contract includes options to build two additional ice class vessels, the first for delivery twelve months after the initial vessel and the second for delivery twelve months thereafter. We have a strategic business alliance with the National Geographic Society (“National Geographic”) founded on a shared interest in exploration, research, technology, and conservation. This relationship includes a co-selling, co-marketing and branding arrangement whereby our owned vessels carry the National Geographic name and National Geographic sells our expeditions through its internal travel division. We collaborate with National Geographic on voyage planning to enhance the guest experience by having National Geographic experts, including photographers, writers, marine biologists, naturalists, field researchers, and film crews, join our expeditions. Guests have the ability to interface with these experts through lectures, excursions, dining, and other experiences throughout their voyage. Our arrangement with National Geographic extends through 2025.vessels.

 

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In addition, the Company operates five seasonal charter vessels under the Lindblad brand. We deploy chartered vessels for various seasonal offerings and continually seek to optimize our charter fleet to balance our inventory with demand and maximize yields. We use our charter inventory as a mechanism to both increase travel options for our existing and prospective guests and also to test demand for certain areas and seasons to understand the potential for longer term deployments and additional vessel needs.

 

On May 4, 2016, we expanded our land-based offerings by acquiring an 80.1% ownership

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We have a longstanding relationship with the National Geographic Society, since 2004, based on a shared interest in Natural Habitat, Inc.exploration, research, technology and conservation. This relationship includes co-selling, co-marketing and branding arrangements with National Geographic Partners, LLC (“Natural Habitat”National Geographic”) whereby our owned vessels carry the National Geographic name and National Geographic sells our expeditions through their internal travel divisions. We collaborate with National Geographic on expedition planning to enhance the guest experience by having National Geographic experts, including photographers, writers, marine biologists, naturalists, field researchers and film crews, join our expeditions. Guests have the ability to interface with these experts through lectures, excursions, dining and other experiences throughout their expedition.

On March 27, 2018, the Company entered into a Third Amended and Restated Credit Agreement (the “Amended Credit Agreement”) with Credit Suisse, as Administrative Agent and Collateral Agent, providing for a refinancing and amendment of the terms of the Company’s existing secured credit facility, dated as of March 7, 2016 (the “Superseded Agreement”).The Amended Credit Agreement provides for a $200.0 million senior secured first lien term loan facility (the “Term Facility”), which represents an adventure travel and ecotourism company based in Colorado. Natural Habitat was founded by Benjamin L. Bressler, who retains a 19.9% noncontrolling interest in Natural Habitat. Examplesincrease of Natural Habitat’s expeditions include African safaris in Botswana, grizzly bear adventures in Alaska and polar bear tours in Canada. Since 2003, Natural Habitat has partnered$25.0 million from the senior secured first lien term loan facility under the Superseded Agreement. Consistent with the World Wildlife Fund (“WWF”Superseded Agreement, the Amended Credit Agreement also provides for a $45.0 million senior secured incremental revolving credit facility (the “Revolving Facility”), which includes a $5.0 million letter of credit sub-facility. See Note 3 – Long-Term Debt to offer conservation and sustainable travel that directly protects nature. This agreement with WWF extends through 2023. the condensed consolidated financial statements for additional information regarding the Restated Credit Agreement.

 

In December 2015, we entered into two separate contracts with Ice Floe LLC, to build theNational Geographic Quest and theNational Geographic Venture. Management considers this investment to be an important step to meet increasing demand for our expedition cruise offerings. TheNational Geographic Quest launched in the third quarter of 2017 and operates in Alaska and British Columbia during the summer before voyaging to Costa Rica and Panama to provide expeditions for the Northern Hemisphere winter season. There were four highly booked voyages cancelled during 2017 due to the delayed delivery of the vessel. Excluding the impact of these voyage cancellations the Company estimates that total tour revenues would have increased by approximately $3.6 million and Adjusted EBITDA by approximately $3.0 million.

In the fourth quarter of 2016, theNational Geographic Orion experienced an issue with its main engine and as a result we cancelled four voyages during the first quarter of 2017 for necessary engine repairs. In addition, in the first quarter of 2017, theNational Geographic Sea Lion cancelled two voyages to repair the onboard air conditioning system. It is estimated that the impact of the cancellations was approximately $8.9$9.1 million in tour revenues and $6.5 million in Adjusted EBITDA.EBITDA for the three months ended March 31, 2017.

 

Our Annual Report on Form 10-K for the year ended December 31, 2016 provides additional information about our business operations and financial condition.

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

 

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

 results and a comparable discussion of our consolidated and segment results of operations for the three and nine months ended September 30, 2017March 31, 2018 and 2016;2017;

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

 a review of our critical accounting policies.

 

Financial Presentation

 

Description of Certain Line Items

 

Tour revenues

Tour revenues consist of the following:

 

 Guest ticket revenues recognized from the sale of guest tickets; and

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

 

Cost of tours

Cost of tours includes the following:

 

 Direct costs associated with revenues, including cost of pre- or post-expedition excursions, hotel accommodations, and land-based expeditions, air and other transportation expenses, and cost of goods and services rendered onboard;

 Payroll costs and related expenses for shipboard and expedition personnel;

 Food costs for guests and crew, including complimentary food and beverage amenities for guests;

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 Fuel costs and related costs of delivery, storage and safe disposal of waste; and

 Other tour expenses, such as land costs, port costs, repairs and maintenance, equipment expense, drydock, ship insurance, and charter hire costs.

 

Selling and marketing

Selling and marketing expenses include commissions and a broad range of advertising and promotional expenses.

 

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General and administrative

General and administrative expenses include the cost of shore sideshoreside vessel support, reservations and other administrative functions, including salaries and related benefits, credit card commissions, professional fees and rent.


Operational and Financial Metrics

We use a variety of operational and financial metrics, including non-GAAP financial measures, such as Adjusted EBITDA, Net Yields, Occupancy and Net Cruise Costs, to enable us to analyze our performance and financial condition. We utilize these financial measures to manage our business on a day-to-day basis and believe that they are the most relevant measures of performance. Some of these measures are commonly used in the cruise and tourism industry to evaluate performance. We believe these non-GAAP measures provide expanded insight to assess revenue and cost performance, in addition to the standard GAAP-based financial measures. There are no specific rules or regulations for determining non-GAAP measures, and as such, they may not be comparable to measures used by other companies within the industry.

 

The presentation of non-GAAP financial information should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. You should read this discussion and analysis of our financial condition and results of operations together with the condensed consolidated financial statements and the related notes thereto also included within.

 

Adjusted EBITDAis net income (loss) excluding depreciation and amortization, net interest expense, other income (expense), income tax (expense) benefit, (expense),(gain) loss on foreign currency, (gain) loss on transfer of assets, reorganization costs, and other supplemental adjustments. Other supplemental adjustments include certain non-operating items such as stock-based compensation, executive severance costs, the National Geographic fee amortization, merger-related expenses, debt refinancing costs and acquisition-related expenses. We believeThe Company believes Adjusted EBITDA, when considered along with other performance measures, is a useful measure as it reflects certain operating drivers of the business, such as sales growth, operating costs, selling and administrative expense, and other operating costs. We believeincome and expense. The Company believes Adjusted EBITDA canhelps provide a more complete understanding of the underlying operating results and trends and an enhanced overall understanding of ourthe Company’s financial performance and prospects for the future. While Adjusted EBITDA is not a recognized measure under GAAP, management uses this financial measure to evaluate and forecast business performance. Adjusted EBITDA is not intended to be a measure of liquidity or cash flows from operations or a measure comparable to net income as it does not take into account certain requirements, such as unearned passenger revenues, capital expenditures and related depreciation, principal and interest payments, and tax payments. OurThe Company’s use of Adjusted EBITDA may not be comparable to other companies within the industry. Management compensates for these limitations by using Adjusted EBITDA as only one of several measures for evaluating our business performance. 

 

The following metrics apply to our Lindblad segment:

 

Adjusted Net Cruise Costrepresents Net Cruise Cost adjusted for Non-GAAP other supplemental adjustments which include certain non-operating items such as stock-based compensation, the National Geographic fee amortization, merger-related expenses, and acquisition-related expenses.

 

Available Guest Nightsis a measurement of capacity and represents double occupancy per cabin (except single occupancy for a single capacity cabin) multiplied by the number of cruise days for the period. We also record the number of guest nights available on our limited land programs in this definition.

 

Gross Cruise Cost represents the sum of cost of tours plus merger-related expenses, selling and marketing expenses, and general and administrative expenses.

 

Gross Yieldrepresents tour revenues less insurance proceeds divided by Available Guest Nights.

 

Guest Nights Soldrepresents the number of guests carried for the period multiplied by the number of nights sailed within the period.

 

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Maximum Guestsis a measure of capacity and represents the maximum number of guests in a period and is based on double occupancy per cabin (except single occupancy for a single capacity cabin).

 

Net Cruise Costrepresents Gross Cruise Cost excluding commissions and certain other direct costs of guest ticket revenues and other tour revenues.

 

Net Cruise Cost Excluding Fuelrepresents Net Cruise Cost excluding fuel costs.

 

Net Revenuerepresents tour revenues less insurance proceeds, commissions and direct costs of other tour revenues.

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Net Yieldrepresents Net Revenue divided by Available Guest Nights.

 

Number of Guestsrepresents the number of guests that travel with us in a period.

 

Occupancyis calculated by dividing Guest Nights Sold by Available Guest Nights.

 

Voyagesrepresent the number of ship expeditions completed during the period.

 

Foreign Currency Translation

 

The U.S. dollar is the functional currency in our foreign operations and re-measurement adjustments and gains or losses resulting from foreign currency transactions are recorded as foreign exchange gains or losses in the condensed consolidated statements of income. operations.

 

Seasonality

 

Lindblad tour revenues from the sale of guest tickets are mildly seasonal, historically larger in the first and third quarters. The seasonality of our operating results increases due to our vessels being taken out of service for scheduled maintenance or drydocking, which is typically during non-peak demand periods, in the second and fourth quarters. Our drydock schedules are subject to cost and timing differences from year to year due to the availability of shipyards for certain work, drydock locations based on ship itineraries, operating conditions experienced especially in the polar regions, and the applicable regulations of class societies in the maritime industry, which require more extensive reviews periodically. Drydocking impacts operating results by reducing tour revenues and increasing cost of tours. Natural Habitat is a seasonal business, with the majority of itshigher tour revenue recorded in the fourth quarter fromthan other quarters related to polar bear tours.tour revenues.

 

Results of Operations - Consolidated

 

We reported consolidated tour revenues, cost of tours, operating expenses, operating income, and net (loss) income for the three and nine months ended September 30, 2017 and 2016 as shown in the following table:

(In thousands, except per share data) For the Three Months Ended
September 30,
  For the Nine Months Ended
September 30,
 
  2017  2016  Change  %  2017  2016  Change  % 
Tour revenues $84,584  $70,774  $13,810   20% $203,283  $186,218  $17,065   9%
Cost of tours  38,480   32,446   6,034   19%  99,780   87,111   12,669   15%
Gross profit  46,104   38,328   7,776   20%  103,503   99,107   4,396   4%
General and administrative  16,526   12,915   3,611   28%  46,710   36,740   9,970   27%
Selling and marketing  11,676   10,164   1,512   15%  31,521   29,294   2,227   8%
Depreciation and amortization  4,354   5,080   (726)  (14%)  12,012   14,523   (2,511)  (17%)
Operating income $13,548  $10,169  $3,379   33%  13,260   18,550  $(5,290)  (29%)
Net income  9,443   7,447   1,996   27% $7,491  $13,420   (5,929)  (44%)
Earnings per share attributable to Lindblad                                
Basic $0.21  $0.16          $0.16  $0.30         
Diluted  0.20   0.16           0.16   0.29         

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  For the three months ended
March 31,
 
(In thousands, except per share data) 2018  2017  Change  % 
Tour revenues $82,410  $63,128  $19,282   31%
Cost of tours  35,871   32,603   3,268   10%
Gross profit  46,539   30,525   16,014   52%
General and administrative  15,050   15,101   (51)  (0%)
Selling and marketing  12,073   10,296   1,777   17%
Depreciation and amortization  5,045   3,763   1,282   34%
Operating income $14,371  $1,365  $13,006   NM 
Net income $10,917  $625  $10,292   NM 
Earnings per share available to common stockholders                
Basic $0.24  $0.01  $0.23   NM 
Diluted  0.24   0.01   0.23   NM 

 

Comparison of Three and Nine Months Ended September 30, 2017March 31, 2018 to Three and Nine Months Ended September 30, 2016 –March 31, 2017 - Consolidated

 

Tour Revenues

 

Tour revenues for the three months ended September 30, 2017March 31, 2018 increased $13.8$19.3 million, or 20%31%, to $84.6$82.4 million compared to $70.8$63.1 million for the three months ended September 30, 2016.March 31, 2017. The Lindblad segment increased tour revenues by $11.3$17.3 million primarily driven by higher guest ticket revenue, primarily from an increase in available guest nights due to the launchaddition of theNational Geographic Questto our fleet in Julythe third quarter of 2017, as well as from the impact of cancelled voyages in the first quarter of 2017. At the Natural Habitat segment tour revenues increased $2.5$2.0 million over the prior year period primarily dueto additional guests. It isdepartures and an increase in pricing. Excluding the estimated that$9.1 million impact from the voyage cancellations in the first quarter of 2017, tour revenues would have increased approximately $16.7$10.1 million, or 24% over14%, for the prior year period to $87.4 million excluding the cancellation of four highly booked voyages of theNational Geographic Quest due to its delayed launch and additional insurance proceeds received related to theNational Geographic Orionthree months ended March 31, 2018.

 

Tour revenues for the nine months ended September 30, 2017 increased $17.1 million, or 9%, to $203.3 million compared to $186.2 million for the nine months ended September 30, 2016. The Lindblad segment increased tour revenues by $2.0 million driven primarily by the launch of theNational Geographic Questpartially offset by the cancellation of four highly booked voyages on theNational Geographic Orion and two highly booked voyages on theNational Geographic Sea Lion. Tour revenues at the Natural Habitat segment, which was acquired in the second quarter of 2016, increased $15.1 million primarily as a result of a full nine months of results in 2017. It is estimated for the nine months ended September 30, 2017 that tour revenues would have increased approximately $29.5 million or 16% over the prior year period to $215.7 million excluding the voyage cancellations and additional insurance proceeds received related to theNational Geographic Orion

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Cost of Tours

 

Total cost of tours for the three months ended September 30, 2017March 31, 2018 increased $6.0$3.3 million, or 19%10%, to $38.5$35.9 million compared to $32.5$32.6 million for the three months ended SeMarch 31ptember 30, 2016., 2017. The increase was primarily due to a $5.1$2.3 million increase at the Lindblad segment mainly from the launch ofcosts related to theNational Geographic Questand an increasethe impact of $0.9 million atcancelled voyages in the first quarter of 2017, partially offset by a decrease in charter expense due to a planned reduction in chartered voyages. At the Natural Habitat segment due to additional departures.

Total cost of tours for the nine months ended September 30, 2017 increased $12.7 million, or 15%, to $99.8 million compared to $87.1 million for the nine months ended September 30, 2016. At the Lindblad segment, cost of tours increased $4.3$1.0 million primarily related to the launch of theNational Geographic Quest as well as additional charter expeditions, partially offset by lower drydock and fuel expense. The Natural Habitat segment increase of $8.4 million was primarily due to a full nine months of results in 2017.additional departures.

 

General and Administrative Expenses

 

General and administrative expenses for the three months ended September 30,March 31, 2018 and 2017 increased by $3.6 million, or 28%, to $16.5 million compared to $12.9 million for the three months ended September 30, 2016 primarily due to a $3.2 million increase atwere $15.1 million. At the Lindblad segment, general and administrative expenses decreased $0.4 million over the prior year period as a result of $1.7$3.3 million in lower stock compensation expense, mainly due to higher stock based compensation, mainly associated withcosts in the first quarter a year ago from the 2016 CEO Allocation grant, as well as $1.4 million in executive severanceGrant and option grants fully expensed on December 31, 2017, partially offset by debt refinancing and higher personnel costs. At the Natural Habitat segment, general and administrative expenses increased $0.5$0.4 million primarily due to an increase in personnel costs. costs and credit card commissions.

 

General and administrative expenses for the nine months ended September 30, 2017 increased by $10.0 million, or 27%, to $46.7 million compared to $36.7 million for the nine months ended September 30, 2016 primarily due to a $6.2 million increase at the Lindblad segment as a result of $5.5 million in higher stock based compensation mainly associated with the CEO Allocation grant, as well as $1.4 million in executive severance costs. At the Natural Habitat segment general and administrative expenses increased $3.8 million primarily due to a full nine months of results in 2017. 


Selling and Marketing Expenses

 

Selling and marketing expenses for the three months ended September 30, 2017March 31, 2018 increased $1.5$1.8 million, or 15%17%, to $11.7$12.1 million compared to $10.2 million$10.3 for the three months ended September 30, 2016March 31, 2017 primarily due to a $1.5$1.9 million increase at the Lindblad segment due to increased commission and royalty expense associated with the higher tour revenues. Sales and marketing expense atAt the Natural Habitat segment, was comparable to the prior year.

Sellingselling and marketing expenses for the nine months ended September 30, 2017 increased $2.2decreased $0.2 million or 8%, to $31.5 million compared to $29.3 million for the nine months ended September 30, 2016 primarily due todriven by a $1.1 million increase at the Lindblad segment as result of increased commission and royalty expense associated with the higher tour revenues. The Natural Habitat segment increased $1.1 due to a full nine months of resultsdecrease in 2017. promotional offers.

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Depreciation and Amortization Expenses

 

Depreciation and amortization expenses for the three months ended September 30, 2017 was $4.4March 31, 2018 increased $1.3 million, asor 34%, to $5.0 million, compared with $5.1to $3.7 million for the three months ended September 30, 2016. Depreciation and amortization forMarch 31, 2017 primarily due to a $1.2 million increase at the nine months ended September 30, 2017 was $12.0 million, as compared with $14.5 million forLindblad segment mainly due to the nine months ended September 30, 2016. The decreases in each period versus the prior year period were primarily related to accelerated depreciation associated with the retirementaddition of theNational Geographic EndeavourQuestto the fleet in 2016.

July 2017.

 

Other Expense (Income)

Other expenses were $2.5for the three months ended March 31, 2018 increased $0.9 million to $3.2 million from $2.3 million for the three months ended September 30,March 31, 2017, compared to $2.5 million for the three months ended September 30, 2016.

Other expenses were $6.3 million for the nine months ended September 30, 2017 as compared to $8.3 million for the nine months ended September 30, 2016. The decrease of $2.0 million was primarily due to a $1.3 million foreign currency translation gain due to the strength of the U.S dollar in relation to the Canadian dollar and the Euro. In addition, a decrease of $0.7 million in interest expense is due to capitalized interest related to theNational Geographic Questand theNational Geographic Venture.following:

In 2018, we recorded a $0.5 million loss in foreign currency translation compared to a gain of $0.3 million in 2017 due to the weakening of the U.S. dollar in relation to the Canadian dollar and the Euro.

Interest expense, net, increased $0.4 million to $2.7 million in 2018 from $2.3 million in 2017 due to higher interest rates.

In 2017, we incurred $0.2 million of costs related to the retirement of theNational Geographic Endeavour. No such costs were incurred in 2018.

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Results of Operations – Segments

 

Selected information for our segments is below.The presentation of non-GAAP financial information should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

 

  For the Three Months Ended  For the Nine Months Ended 
  September 30,  September 30, 
(In thousands) 2017  2016  Change  %  2017  2016*  Change  % 
                         
Tour revenues:                        
Lindblad $67,451  $56,175  $11,276   20% $167,891  $165,936  $1,955   1%
Natural Habitat  17,133   14,599   2,534   17%  35,392   20,282   15,110   74%
Total tour revenues $84,584  $70,774  $13,810   20% $203,283  $186,218  $17,065   9%
Impact of voyage cancellations  2,860   -   2,860    NA   12,478   -   12,478   NA
Total tour revenues excluding voyage cancellations $87,444  $70,774  $16,670   24% $215,761  $186,218  $29,543   16%
Operating (loss) income:                                
Lindblad $12,070  $9,863  $2,207   22% $12,386  $19,038  $(6,652)  (35%)
Natural Habitat  1,479   306   1,173   383%  873   (488)  1,361   (279%)
Total operating income  13,549   10,169   3,380   33%  13,259   18,550   (5,291)  (29%)
Impact of voyage cancellations  1,981   -   1,981   NA   8,923   -   8,923   NA
Total operating income excluding voyage cancellations $15,530  $10,169  $5,360   53% $22,182  $18,550  $3,632   20%

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

The impact of the cancelled voyages on tour revenues was calculated as booked tour revenue at the time of cancellation less insurance proceeds. The impact of the cancelled voyages on operating income was calculated as booked tour revenue at the time of cancellation less insurance proceeds and estimated operating costs.

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  For the three months ended
March 31,
 
(In thousands) 2018  2017  Change  % 
Tour revenues:            
Lindblad $70,453  $53,202  $17,251   32%
Natural Habitat  11,957   9,926   2,031   20%
Total tour revenues  82,410   63,128   19,282   31%
Impact of voyage cancellations  -   9,140   (9,140)  NA 
Total tour revenues excluding voyage cancellations $82,410  $72,268  $10,142   14%
Operating income:                
Lindblad $13,439  $1,266  $12,173   NM 
Natural Habitat  932   99   833   NM 
Total operating income  14,371   1,365   13,006   NM 
Impact of voyage cancellations  -   6,464   (6,464)  NA 
Total operating income excluding voyage cancellations $14,371  $7,829  $6,542   84%
Adjusted EBITDA:                
Lindblad $20,889  $9,842  $11,047   112%
Natural Habitat  1,293   422   871   NM 
Total adjusted EBITDA  22,182   10,264   11,918   116%
Impact of voyage cancellations  -   6,464   (6,464)  NA 
Total adjusted EBITDA excluding voyage cancellations $22,182  $16,728  $5,454   33%

 

Results of Operations – Lindblad Segment

The following tables set forth our Guest Metrics for the Lindblad segment. Please refer to ourDescription of Certain Line Itemsabove for the specific definition by line item and segment.

 

The following table sets forth our Available Guest Nights, Guest Nights Sold, Occupancy, Maximum Guests, Number of Guests and Voyages for the three and nine months ended September 30, 2017March 31, 2018 and 2016:2017:

  For the three months ended March 31, 
  2018  2017 
Available Guest Nights  53,917   42,722 
Guest Nights Sold  48,935   37,064 
Occupancy  90.8%  86.8%
Maximum Guests  6,899   5,268 
Number of Guests  6,177   4,601 
Voyages  95   81 

 

  For the Three Months Ended
September 30,
  For the Nine Months Ended
September 30,
 
  2017  2016  2017  2016 
Available Guest Nights  56,398   48,595   142,291   141,665 
Guest Nights Sold  51,122   44,139   124,951   129,633 
Occupancy  90.6%  90.8%  87.8%  91.5%
Maximum Guests  7,518   6,177   17,727   17,118 
Number of Guests  6,846   5,632   15,758   15,742 
Voyages  97   84   244   231 
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The following table shows the calculations of Gross Yield and Net Yield for the three and nine months ended September 30, 2017March 31, 2018 and 2016.2017. Gross Yield is calculated by dividing tour revenues less insurance proceeds,Tour Revenues by Available Guest Nights.Nights and Net Yield is calculated by dividing Net Revenue by Available Guest Nights:

 

Lindblad Segment

Calculation of Gross Yield and Net Yield - Lindblad Segment  

 

(In thousands, except for Available Guest Nights,
Gross and Net Yield)
 For the Three Months Ended
September 30,
  For the Nine Months Ended
September 30,
 
  2017  2016  2017  2016 
Guest ticket revenues $61,715  $50,089  $147,504  $146,613 
Other tour revenues  5,736   6,086   20,387   19,323 
Tour Revenues  67,451   56,175   167,891   165,936 
Less: Orion Insurance Proceeds  (248)  -   (2,148)  - 
Adjusted Tour Revenues  67,203   56,175   165,743   165,936 
Less: Commissions  (4,559)  (3,957)  (12,321)  (11,725)
Less: Other tour expenses  (3,532)  (3,211)  (10,622)  (11,757)
Net Revenue $59,112  $49,007  $142,800  $142,454 
Available Guest Nights  56,398   48,595   142,291   141,665 
Gross Yield $1,192  $1,156  $1,165  $1,171 
Net Yield  1,048   1,008   1,004   1,006 

Lindblad Segment

 

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 For the three months ended
March 31,
 
(In thousands, except for Available Guest Nights, Gross and Net Yield) 2018  2017 
Guest ticket revenues $62,681  $45,045 
Other tour revenues  7,772   8,157 
Tour Revenues  70,453   53,202 
Less: Orion Insurance Proceeds  -   (1,900)
Adjusted Tour Revenues  70,453   51,302 
Less: Commissions  (5,554)  (4,102)
Less: Other tour expenses  (4,118)  (4,118)
Net Revenue $60,781  $43,082 
Available Guest Nights  53,917   42,722 
Gross Yield $1,307  $1,201 
Net Yield  1,127   1,008 

 

The following table shows the calculations of Gross Cruise Cost per Available Guest Night and Net Cruise Costs per Available Guest Night for the three and nine months ended September 30, 2017March 31, 2018 and 2016:2017:

 

(In thousands, except for Available Guest Nights,
Gross and Net Cruise Cost)
 For the Three Months Ended
September 30,
  For the Nine Months Ended
September 30,
 
 2017  2016  2017  2016 
(In thousands, except for Available Guest Nights, For the three months ended March 31, 
Gross and Net Cruise Cost per Avail. Guest Night) 2018  2017 
Cost of tours $27,374  $22,239  $76,915  $72,632  $28,680  $26,372 
Plus: Selling and marketing  10,358   8,848   28,629   27,511   11,262   9,312 
Plus: General and administrative  13,656   10,464   38,972   32,762   12,388   12,812 
Gross Cruise Cost  51,388   41,551   144,516   132,905   52,330   48,496 
Less: Commission expense  (4,559)  (3,957)  (12,321)  (11,725)  (5,554)  (4,102)
Less: Other tour expenses  (3,532)  (3,211)  (10,622)  (11,757)  (4,118)  (4,118)
Net Cruise Cost  43,297   34,383   121,573   109,423   42,658   40,276 
Less: Fuel expense  (1,894)  (1,645)  (4,858)  (5,307)  (2,110)  (1,668)
Net Cruise Cost Excluding Fuel  41,403   32,738   116,715   104,116   40,548   38,608 
Non-GAAP Adjustments:                        
Debt refinancing costs  (993)  - 
Stock-based compensation  (3,057)  (1,359)  (9,464)  (3,982)  (866)  (4,202)
National Geographic fee amortization  (727)  (727)  (2,180)  (2,180)  (727)  (727)
Acquisition-related expenses  -   (31)  -   (924)

Executive severance costs

  (1,400)  -   (1,400)  - 
Reorganization costs  (180)  (207)
Adjusted Net Cruise Cost Excluding Fuel $36,220  $30,621  $103,671  $97,030  $37,782  $33,472 
Adjusted Net Cruise Cost $38,114  $32,266  $108,529  $102,337  $39,892  $35,140 
Available Guest Nights  56,398   48,595   142,291   141,665   53,917   42,722 
Gross Cruise Cost per Available Guest Night $911  $855  $1,016  $938  $971  $1,135 
Net Cruise Cost per Available Guest Night  768   708   854   772   791   943 
Net Cruise Cost Excl. Fuel per Available Guest Night  734   674   820   735   752   904 
Adj. Net Cruise Cost Excl. Fuel per Avail. Guest Night  642   630   729   685   701   783 
Adjusted Net Cruise Cost per Available Guest Night  676   664   763   722   740   823 

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Comparison of Three and Nine Months Ended September 30, 2017March 31, 2018 to Three and Nine Months Ended September 30, 2016 – Lindblad SegmentMarch 31, 2017

 

Tour Revenues

 

Tour revenues for the three months ended September 30, 2017March 31, 2018 increased $11.3$17.3 million, or 20%32%, to $67.5$70.5 million compared to $56.2$53.2 million for the three months ended September 30, 2016.March 31, 2017. The changeincrease was primarily related todriven by higher guest ticket revenue primarily from an increase in available guest nights due to the launchaddition of theNational Geographic Questto our fleet in Julythe third quarter of 2017, as well as higher yields acrossfrom the fleet.impact of cancelled voyages in the first quarter of 2017. In addition, Net Yield for the three months ended September 30, 2017March 31, 2018 increased to $1,048$1,127 compared to $1,008 for the three months ended September 30, 2016March 31, 2017, primarily driven by price increases and changes in itineraries. It isOccupancy rates increased for the three months ended March 31, 2018 to 91% compared to 87% for the three months ended March 31, 2017 reflecting higher demand across the fleet. Excluding the estimated that$9.1 million impact from the voyage cancellations in the first quarter of 2017, tour revenues would have increased approximately $14.1$8.1 million, or 25% over13%, for the three months ended March 31, 2018.

Operating Income

Operating income increased $12.2 million to $13.4 million for the three months ended March 31, 2018 compared to $1.3 million for the three months ended March 31, 2017. The increase was primarily driven by additional tour revenue. In addition, stock compensation expense decreased due to higher costs in the prior year periodyear’s quarter from the 2016 CEO Allocation Grant and option grants fully expensed on December 31, 2017. This was partially offset by higher operating costs due to $70.3 million excluding the cancellation of four highly booked voyagesaddition of theNational Geographic Questdue to its delayed launch and additional insurance proceeds received onour fleet in theNational Geographic Orion. third quarter of 2017, as well as the impact of cancelled voyages in the first quarter of 2017.

 

Results of Operations – Natural Habitat Segment

Comparison of Years Ended March 31, 2018 to March 31, 2017

Tour Revenues

Tour revenues for the ninethree months ended September 30, 2017March 31, 2018 increased $2.0 million, or 1%20%, to $167.9$11.9 million compared to $165.9$9.9 million for the ninethree months ended September 30, 2016March 31, 2017.The increase was primarily due to guest ticket revenue from the launch of theNational Geographic Quest,additional departures, as well as from additional charter expeditions, partially offset by a decrease in guest ticket revenue due to the cancellation of four highly booked voyages of theNational Geographic Orion and two highly booked voyages of theNational Geographic Sea Lion. It is estimated tour revenues would have increased approximately $14.4 million or 9% over the prior year period to $180.4 million excluding the voyage cancellations.

price increases.

26

 

Operating Income

 

Operating income for the three months ended September 30, 2017 increased $2.2 million to $12.1 million compared to $9.9 million for the three months ended September 30, 2016. This increase was primarily due to the higher revenues, partially offset by a $5.1 million increase in cost of tours primarily due to the launch of theNational Geographic Quest and a $3.2 million increase in general and administrative expenses mainly due to $1.7 million in higher stock based compensation primarily associated with the 2016 CEO Allocation Plan and $1.4 million in executive severance costs. 

Operating income for the nine months ended September 30, 2017 decreased $6.6 million to $12.4 million compared to $19.0 million for the nine months ended September 30, 2016 primarily related to the voyage cancellations on theNational Geographic Orion andNational Geographic Sea Lion during the first quarter of 2017. The operating income decrease also reflects higher general and administrative expenses of $6.2 million mainly due to $5.5 million in higher stock based compensation primarily associated with the 2016 CEO Allocation Plan, as well as $1.4 million in executive severance costs.The current year also included higher charter expenses, which were partially offset by lower drydock and fuel costs, as well as the impact from the launch of theNational Geographic Quest in July 2017. Excluding the impact of cancelled voyages, it is estimated that operating income would have increased approximately $2.3 million or 12% over the prior year period to $21.3 million. 

Comparison of Three and Nine Months Ended September 30, 2017 to Three Months Ended September 30, 2016 and the Acquisition Period of May 2016 through September 30, 2016 – Natural Habitat Segment


Tour Revenues

Tour revenues for the three months ended September 30, 2017 increased $2.5 million, or 17%, to $17.1 million compared to $14.6 million for the three months ended September 30, 2016 due to an increase in guests as compared to the same period in 2016. 

Tour revenues for the nine months ended September 30, 2017 increased $15.1 million, or 74%, to $35.4 million compared to $20.3 million for the acquisition period ended September 30, 2016 due primarily to a full nine months of results in 2017.

Operating (Loss) Income

Operating income for the three months ended September 30, 2017March 31, 2018 increased $1.1$0.8 million to $1.5$0.9 million compared to $0.3$0.1 million for the three months ended September 30, 2016 and for the nine months ended September 30, 2017 operating income increased $1.3 million to $0.8 million compared to a loss of $0.5 million for the acquisition period ended September 30, 2016March 31, 2017. The increase was primarily due primarily to the revenue growth, partially offset by higher costs for additional guests.operating costs.

23

 

Adjusted EBITDA – Consolidated

 

The following table outlines the reconciliation to Netnet income and calculation of consolidated Adjusted EBITDA for the three and nine months ended September 30, 2017March 31, 2018 and 2016.2017. The presentation of non-GAAP financial information should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

 

Reconciliation of Net Income to Adjusted EBITDA

Consolidated

(In thousands) For the Three Months Ended
September 30,
  For the Nine Months Ended
September 30,
 
  2017  2016  2017  2016* 
Net income $9,443  $7,447  $7,491  $13,420 
Income tax expense (benefit)  1,586   203   (473)  (3,113)
Interest expense, net  2,802   2,476   7,192   7,914 
Depreciation and amortization  4,354   5,080   12,012   14,523 
Gain (loss) on foreign currency  (224)  5   (1,047)  291 
Other (income) expense, net  (59)  38   97   38 
Stock-based compensation  3,057   1,359   9,464   3,982 
National Geographic fee amortization  727   727   2,180   2,180 
Reorganization costs  29   -   346   - 
Acquisition-related expenses  -   31   -   924 

Executive severance costs

  1,400   -   1,400   - 
Adjusted EBITDA - Consolidated  23,114   17,366   38,662   40,159 
Impact of voyage cancellations  2,230   -   9,172   - 
Adjusted EBITDA - Consolidated excluding impact of voyage cancellations $25,344  $17,366  $47,834  $40,159 

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

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  For the three months ended
March 31,
 
(In thousands) 2018  2017 
Net income $10,917  $625 
Interest expense, net  2,734   2,315 
Income tax expense (benefit)  277   (1,592)
Depreciation and amortization  5,045   3,763 
Loss (gain) on foreign currency  451   (246)
Other (income) expense, net  (8)  263 
Debt refinancing costs  993   - 
Stock-based compensation  866   4,202 
National Geographic fee amortization  727   727 
Reorganization costs  180   207 
Adjusted EBITDA  22,182   10,264 
Impact of voyage cancellations  -   6,464 
Adjusted EBITDA excluding impact of voyage cancellations $22,182  $16,728 

 

The following tables outline the reconciliation for each segment from operating income to Adjusted EBITDA for the three and nine months ended September 30, 2017March 31, 2018 and 2016.2017.

 

Reconciliation of Operating Income to Adjusted EBITDA

Lindblad Segment

 

 For the three months ended
March 31,
 
(In thousands) For the Three Months Ended
September 30,
  For the Nine Months Ended
September 30,
  2018  2017 
 2017  2016  2017  2016 
Operating income $12,070  $9,863  $12,387  $19,038  $13,439  $1,266 
Depreciation and amortization  3,994   4,761   10,989   13,993   4,684   3,440 
Debt refinancing costs  993   - 
Stock-based compensation  3,057   1,359   9,464   3,982   866   4,202 
National Geographic fee amortization  727   727   2,180   2,180   727   727 
Reorganization costs  29   -   346   -   180   207 
Acquisition-related expenses  -   31   -   924 

Executive severance costs

  1,400   -   1,400   - 
Adjusted EBITDA - Lindblad segment  21,276   16,741   36,766   40,117 
Adjusted EBITDA  20,889   9,842 
Impact of voyage cancellations  2,230   -   9,172   -   -   6,464 
Adjusted EBITDA - Lindblad segment excluding impact of voyage cancellations $23,506  $16,741  $45,938  $40,117 
Adjusted EBITDA excluding impact of voyage cancellations $20,889  $16,306 

 

The impact of the cancelled voyages on Adjusted EBITDA was calculated as booked tour revenue at the time of cancellation less insurance proceeds and estimated operating costs. 

Reconciliation of Operating Income to Adjusted EBITDA

Natural Habitat Segment

 

 For the three months ended 
 March 31, 
(In thousands) For the Three Months Ended
September 30,
  For the Nine Months Ended September 30,  2018 2017 
 2017  2016  2017  2016* 
Operating income (loss) $1,478  $306  $873  $(488)
Operating income $932  $99 
Depreciation and amortization  360   319   1,023   530   361   323 
Adjusted EBITDA - Natural Habitat segment $1,838  $625  $1,896  $42 
Adjusted EBITDA $1,293  $422 

 

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

 

Liquidity and Capital Resources

 

Sources and Uses of Cash for the NineThree Months Ended September 30,March 31, 2018 and 2017 and 2016

 

Net cash provided by operatingactivitieswas $29.4$10.5 million in the nine months ended September 30, 20172018 compared to $15.7$2.7 million in the comparable period in 2016.2017. The $13.7$7.8 million increase was primarily due to the improved operating results and an increase in collections of customer deposits recognized in unearned passenger revenues. results.

 

Net cash used in investing activities was $43.7$27.7 million in the nine months ended September 30, 20172018 compared to $62.5$27.3 million in 2017. The $0.4 million increase was primarily related to higher deposits into our Federal Maritime Commission escrow for travel on the comparable period in 2016. The improvement was a result of the acquisition of Natural Habitat in the prior year, as well as a decrease in capital expenditures of $6.5 million andCompany’s U.S. flagged vessels offset by a decrease in purchases of restricted cash reservesproperty and marketable securities of $2.2 million. equipment.

 

28

Net cash provided by financing activities was $18.0 million in 2018 compared toNet cash used in financing activities was $9.0 of $7.1 million in 2017. The $25.1 million increase was primarily related to the nine months ended September 30, 2017 compared to of $11.0$200.0 million in proceeds from refinancing the comparable periodcredit facility, partially offset by the $170.6 million repayment of the previous senior debt and payment of $6.3 million in 2016. The $2.0 million difference is primarily the result of lower deferred financing costs and equity purchases.costs.

 

Funding Needs and Sources

 

We have historically relied on a combination of cash flows provided by operations and the incurrence of additional debt and/or the refinancing of existing debt to fund obligations. Similar to others in the industry, we have historically operated with a meaningful working capital deficit. This historical deficit is mainly attributable to the fact that, under our business model, a vast majority of guest ticket receipts are collected in advance of the applicable sailingexpedition date. These advance passenger receipts remain a current liability until the sailingexpedition date and the cash generated from these advance receipts is used interchangeably with cash on hand from other cash from operations. The cash received as advanced receipts can be used to fund operating expenses for the applicable future sailingexpeditions or otherwise, pay down credit facilities, invest in long-term investments or any other use of cash. As a result of the proceeds from the Restated Credit Agreement and the merger,Facility, we had net working capital of $24.9$10.0 million and $47.1a working capital deficit of $12.7 million as of September 30, 2017March 31, 2018 and December 31, 2016,2017, respectively. As of September 30, 2017,March 31, 2018, we had $112.3$97.3 million in cash and cash equivalents, excluding restricted cash.

 

InOn November 2015,2, 2016, the Company’s Board of Directors approved a $20.0$15.0 million increase to the Company’s existing stock and warrant repurchase plan and in November 2016, increased the authorization by $15.0 million(“Repurchase Plan”), to a total of $35.0 million. This Repurchase Plan, which was authorized in November 2015, authorizes the Company to repurchasepurchase from time to time the Company’s outstanding common stock and warrants through open market repurchases in compliance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended, and/or in privately negotiated transactions based on market and business conditions, applicable legal requirements and other factors.warrants. Any shares and warrants repurchasedpurchased will be retired. The Repurchase Plan has no time deadline and will continue until otherwise modified or terminated at the sole discretion of the Company’s Board of Directors at any time.Directors. The repurchases exclude shares repurchased to settle statutory employee tax withholding related to the vesting of stock awards. All repurchases were made using cash resources. During the three months ended September 30, 2017, the Company did not repurchase shares of common stock or warrants. During the nine months ended September 30, 2017March 31, 2018 the Company repurchased 547,0589,030 shares of common stock for $5.1$0.1 million and 513,372568,446 warrants for $1.1$0.8 million. The Company has cumulatively repurchased 855,776864,806 shares of common stock for $8.1 million and 5,426,9856,011,926 warrants for $13.9$14.7 million, since plan inception. The balance as of April 30, 2018 for the repurchase plan was $12.1 million.

 

In December 2015, we executed definitive agreements for the construction of two new coastal vessels for delivery targeted in 2017 and 2018.vessels. The first vessel, theNational Geographic Quest, was delivered in July 2017 and the Company has paid $53.6 onthird quarter of 2017. The second vessel, the contract. TheNational Geographic Venture, has a contract price of $57.3 million and is expectedscheduled to be completed byin the fourth quarter of 2018, andsubject to extension for certain events, such as change orders. As of September 30, 2017 we haveMarch 31, 2018, the Company has paid approximately $18.1 million. Ice Floe, LLC $34.8 million related to theNational Geographic Venture. The Company may terminate the applicable Agreement in the event the builder fails to deliver the vessel within one hundred eighty days of the applicable due date or the builder becomes insolvent or otherwise bankrupt.

In November 2017, the Company executed a contract to build a polar ice class vessel, theNational Geographic Endurance, targeted to be competed in January 2020, with potential accelerated delivery to November 2019, with a total purchase price of 1,066.0 million Norwegian Kroner (NOK). Subsequently, LMEthe Company exercised its right to make payments in United States Dollars, which resulted in a purchase price of $134.6 million, including hedging costs. The first twenty percent of the purchase price is to bewas paid shortly after execution of the Agreement with the remaining eighty percent due upon delivery and acceptance of the vessel. The polar ice class contract includes options to build two additional ice class vessels, the first for delivery twelve months after the initial vessel and the second for delivery twelve months thereafter.vessels. The new build process exposes us to certain risks typically associated with new ship construction, which we manage through detailed planning and close monitoring by our internal marine team. The repurchaseremaining purchase price of the ships has beenship will be funded through a combination of cash available on our balance sheet, our Export Credit Agreement, our revolving credit facility and excess cash flows generated by our existing operations.

 

As of September 30, 2017,March 31, 2018, we had $173.6approximately $202.5 million in long-term debt obligations, including the current portion of long-term debt and excluding debt discounts and deferred financing costs.debt. We believe that our cash on hand, our new revolving credit facility, (described below)our Export Credit Agreement and expected future operating cash inflows will be sufficient to fund operations, debt service requirements, capital expenditures for our newbuilds and other assets, and acquisitions, and our Repurchase Plan. However, there can be no assurance that cash flows from operations will be available in the future to fund future obligations.

25

 

Debt CovenantsFacilities

Revolving Credit Facility

On March 7, 2016, we27, 2018, the Company entered into a second amendedThird Amended and restated credit agreement withRestated Credit Suisse as Administrative Agent and Collateral Agent (“RestatedAgreement (the “Amended Credit Agreement”), amending ourproviding for a refinancing and amendment of the terms of the Company’s existing senior secured credit facility, withdated as of March 7, 2016 (the “Superseded Agreement”).

The Amended Credit Suisse (“Restated Credit Facility”). The Restated Credit FacilityAgreement provides for our existing $175.0a $200.0 million senior secured first lien term loan facility and(the “Term Facility”), which represents an increase of $25.0 million from the senior secured first lien term loan facility under the Superseded Agreement. The Term Facility matures March 27, 2025. Consistent with the Superseded Agreement, the Amended Credit Agreement also provides for a $45.0 million senior secured incremental revolving credit facility (the “Revolving Facility”), which includes a $5.0 million letter of credit sub facility. sub-facility. The Company’s obligations under the Amended Credit Agreement remain secured by substantially all of the assets of the Company.

Borrowings under the term loan facilityTerm Facility will bear interest at an adjusted ICEIntercontinental Exchange (“ICE”) Benchmark Administration LIBO Rate (subject to a floor of 1%)administration LIBOR plus a spread of 4.50%3.50%, which steps down to 3.25% if the Company’s debt rating from Moody’s and mature on May 8, 2021.S&P are both B1 (stable) or better and BB (negative) or better, respectively. Borrowings under the revolving credit facilityRevolving Facility will bear interest at an adjusted ICE Benchmark administration LIBO RateLIBOR plus a spread of 4.00%3.00%, or, at ourthe option of the Company, an alternative base rate plus a spread of 3.00%2.00%. We areThe Company is also required to pay a 0.50%0.5% annual commitment fee on undrawn amounts under the revolving credit facility,Revolving Credit Facility, which matures on May 8, 2020. Our obligations under the Restated Credit Facility are secured by substantially all of our assets. As of September 30, 2017, the Company had no borrowings under the revolving credit facility.March 27, 2023.

29

The RestatedAmended Credit Agreement contains financial covenants that, among other things, (i) require us to maintain a total net leverage ratio (defined as on any date of determination, the ratio of total debt on such date, less up to $25.0$50.0 million of the unrestricted cash and cash equivalents to Adjusted EBITDA (as defined in the RestatedAmended Credit Agreement) for the trailing 12-month period) of 4.755.25 to 1.00 initially, with 0.25 equal reductions annuallyevery two years thereafter until March 31, 2020,2022 when the total net leverage ratio shall be 3.504.75 to 1.00 thereafter; (ii) limit the amount of indebtedness we may incur generally and specifically for intercompany debt, debt incurred to finance acquisitions and improvements, for capital and synthetic lease obligations, for standby letters of credit, and in connection with refinancings;refinancing; (iii) limit the amount we may spend in connection with certain types of investments; and (iv) require the delivery of certain periodic financial statements and an operating budget. As

The following table shows the contractual obligation of September 30, 2017, the net leverage ratio was 4.25Amended Credit agreement for the next five years and thereafter as of March 31, 2018:

  Payments due by period 
(In thousands) Total  Current  1-2 years  3-5 years  Thereafter 
Long-term debt obligations $200,000  $1,500  $4,000  $6,000  $188,500 
Interest on long-term debt  81,879   12,174   23,770   34,733   11,202 
  $281,879  $13,674  $27,770  $40,733 $199,702 

Senior Secured Credit Agreement

On January 8, 2018, the Company and its indirect, wholly-owned subsidiary (the “Borrower”) entered into a senior secured credit agreement (the “Export Credit Agreement”) with Citibank, N.A., London Branch (“Citi”) and Eksportkreditt Norge AS (together with Citi, the “Lenders”). Pursuant to 1the Export Credit Agreement, the Lenders have agreed to make available to the Borrower, at the Borrower’s option and we weresubject to certain conditions, a loan in compliance withan aggregate principal amount not to exceed $107.7 million for the financial covenants. purpose of providing financing for up to 80% of the purchase price of the Company’s new polar ice class vessel, theNational Geographic Endurance, targeted to be completed in January 2020. Seventy percent of the loan will be guaranteed by Garantiinstituttet for Eksportkreditt, the official export credit agency of Norway. If drawn upon, the loan will be made at the time of delivery of the vessel.

 

Critical Accounting Policies

 

For a detailed discussion of the Critical Accounting Policies, please see the Company’s Annual Report for the year ended December 31, 2017 on Form 10-K filed on March 7, 20172, 2018 with the Securities and Exchange Commission.

 

Off-Balance Sheet Arrangements

 

TheOn January 8, 2018, the Company did not have any off-balance sheet arrangementsentered into an Export Credit Agreement as of September 30, 2017 and December 31, 2016.described above.

26

 

Item  3:3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

There have been no material changes in our exposure to market risk from the information set forth in the “Quantitative and Qualitative Disclosures About Market Risk” sections contained in the Company’s Annual Report for the year ended December 31, 2017 on Form 10-K.

  

Item4:4.Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2017,March 31, 2018, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective.

 

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Changes in Internal Control over Financial Reporting

 

There was no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Part2.30OTHER INFORMATION

Part2:OTHER INFORMATION

 

Item1:1.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, there are no outstanding proceedingsWe have protection and indemnity insurance that arewould be expected to have a material adverse effect on our financial position, results of operations or cash flows.cover any damages.

 

ITEM 1A:1A.RISK FACTORS

 

We operate in a rapidly changing environment that involves a number of risks that could materially affect our business, financial condition or future results, some of which are beyond our control. The risks and uncertainties that we believe are most important for you to consider are discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016,2017 filed on March 7, 2017.2, 2018.

 

Item 2:2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Recent Sales by the Company of Unregistered Securities

 

There were no unregistered sales of equity securities during the quarter ended September 30, 2017.March 31, 2018.

 

Repurchases of Securities

 

There wereOn November 2, 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, which was authorized in November 2015, authorizes the Company to purchase from time to time the Company’s outstanding common stock and warrants. Any shares and warrants 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.

27

The following table represents information with respect to purchases by us of our warrants and common stock or warrants during the three months ended September 30, 2017. presented.

Period Total number of warrants purchased  Average price paid per warrant  Dollar value of warrants purchased as part of publicly announced plans or
programs
   Maximum dollar value of warrants and shares that may be purchased under the plans or programs 
Beginning Balance            $12,979,046 
January 1-31, 2018  191,550  $1.35  $260,508   12,718,538 
February 1-28, 2018  371,896   1.35   505,779   12,212,759 
March 1-31, 2018  5,000   1.35   6,800   12,205,959 
Total  568,446     $773,087     

Period Total
number of shares
 purchased
  Average 
price paid per share
  Dollar value of shares purchased as part of publicly announced plans or programs  Balance from above 
January 1-31, 2018  -   -   -  $12,205,959 
February 1-28, 2018  9,030  $8.98  $81,173   12,124,786 
March 1-31, 2018  -   -   -   12,124,786 
Total  9,030      $81,173     

 

Item3:3.DEfaults upon senior securities

 

Not applicable.

 

Item4:4.MINE SAFETY DISCLOSURES

 

Not applicable.

 

Item5:5.Other information

 

Not applicable.applicable

28

 

Item6:6.exhibits

 

Number

 Description Included Form Filing Date
10.1Shipbuilding Contract between Ulstein Verft AS and Lindblad Maritime Enterprises, Ltd. ††Herewith
10.2Senior Secured Credit Agreement dated January 8, 2018 among the Company and LEX Endurance Ltd. with Citibank, N.A. and Eksportkreditt Norge AS.Herewith
10.3Third Amended and Restated Credit Agreement, dated as of March 27, 2018, among Lindblad Expeditions, LLC and Lindblad Maritime Enterprises, Ltd. as borrowers, the Company, the lenders party thereto, and Credit Suisse AG, as Administrative Agent and Collateral Agent, and Credit Suisse Securities (USA) LLC, JPMorgan Chase Bank, N.A. and Citibank, N.A. as Joint Bookrunners, Joint Lead Arrangers and Syndication Agents. ††Herewith
31.1 Certification of Chief Executive Officer of Lindblad Expeditions Holdings, Inc. pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended. Herewith    
31.2 Certification of Chief Financial Officer of Lindblad Expeditions Holdings, Inc. pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended. Herewith    
32.1 Certification of Chief Executive Officer of Lindblad Expeditions Holdings, Inc. pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Herewith    
32.2 Certification of Chief Financial Officer of Lindblad Expeditions Holdings, Inc. pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Herewith    
101.INS XBRL Instance Document Herewith    
101.SCH Taxonomy extension schema document Herewith    
101.CAL Taxonomy extension calculation linkbaselink base document Herewith    
101.LAB Taxonomy extension label linkbaselink base document Herewith    
101.PRE Taxonomy extension presentation linkbaselink base documentHerewith
101.DEFXBRL Taxonomy Extension Definition Link base Herewith    

 

††Certain portions of the exhibit have been omitted pursuant to a request for confidential treatment. An unredacted copy of the exhibit has been filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment.

 3129 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on November 7, 2017.May 3, 2018.

 

 LINDBLAD EXPEDITIONS HOLDINGS, INC.
 (Registrant)
   
 By/s/ Sven-Olof Lindblad
  Sven-Olof Lindblad
  Chief Executive Officer and President

 

 

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