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 ~~March 31,~~June 30, 2019

☐ 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, 9^th Floor, New York, New York, 10014

~~(Address of principal executive offices) (Zip Code)~~

(212) 261-9000

(Address of principal executive offices) (Zip Code)

(Registrant’s telephone number, including area code)

N/A

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		LIND		The NASDAQ Stock Exchange LLC

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 every Interactive Data File required to be submitted 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 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 filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	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 ~~April 30,~~July 31, 2019, ~~45,798,866~~49,627,732 shares of common stock, par value $0.0001 per share, were issued and outstanding.

~~Table of Contents~~

LINDBLAD EXPEDITIONS HOLDINGS, IN

Quarterly Report On Form 10-Q

For The Quarter Ended ~~March 31,~~June 30, 2019

Table of Contents

		Page(s)

PART I. FINANCIAL INFORMATION

~~ITEM 1.~~	~~Financial Statements (Unaudited)~~
	~~Condensed Consolidated Balance Sheets as of March 31, 2019 (Unaudited) and December 31, 2018~~	1
	~~Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2019 and 2018 (Unaudited)~~	2
	~~Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2019 and 2018 (Unaudited)~~	3
	~~Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2019 and 2018 (Unaudited)~~	4
	~~Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2019 and 2018 (Unaudited)~~	5
	~~Notes to the Condensed Consolidated Financial Statements (Unaudited)~~	6

~~ITEM 2.~~	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~	17
~~ITEM 3.~~	~~Quantitative and Qualitative Disclosures about Market Risk~~	27
~~ITEM 4.~~	~~Controls and Procedures~~	27

~~PART II. OTHER INFORMATION~~

ITEM 1.	~~Legal Proceedings~~Financial Statements (Unaudited)	271
~~ITEM 1A.~~	~~Risk Factors~~Condensed Consolidated Balance Sheets as of June 30, 2019 (Unaudited) and December 31, 2018	271
~~ITEM 2.~~	~~Unregistered Sale~~Condensed Consolidated Statements of ~~Equity Securities~~Income for the Three and ~~Use of Proceeds~~Six Months Ended June 30, 2019 and 2018 (Unaudited)	272
~~ITEM 3.~~	~~Defaults Upon Senior Securities~~Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2019 and 2018 (Unaudited)	283
~~ITEM 4.~~	~~Mine Safety Disclosures~~Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2019 and 2018 (Unaudited)	284
~~ITEM 5.~~	~~Other Information~~Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2019 and 2018 (Unaudited)	285
~~ITEM 6.~~	~~Exhibits~~Notes to the Condensed Consolidated Financial Statements (Unaudited)	296

~~SIGNATURES~~ITEM 2.	30Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	27
ITEM 4.	Controls and Procedures	27

PART II. OTHER INFORMATION

ITEM 1.	Legal Proceedings	27
ITEM 1A.	Risk Factors	27
ITEM 2.	Unregistered Sale of Equity Securities and Use of Proceeds	28
ITEM 3.	Defaults Upon Senior Securities	28
ITEM 4.	Mine Safety Disclosures	28
ITEM 5.	Other Information	28
ITEM 6.	Exhibits	29

SIGNATURES		29

~~Table of Contents~~

PART 1.	FINANCIAL INFORMATION

Item 1.	FINANCIAL STATEMENTS

LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

	As of March 31, 2019			As of December 31, 2018			As of June 30, 2019			As of December 31, 2018
ASSETS	(unaudited)						(unaudited)
Current Assets:
Cash and cash equivalents	$	70,103		$	113,396		$	78,746		$	113,396
Restricted cash		30,537			8,755			33,305			8,755
Marine operating supplies		5,465			5,165			5,086			5,165
Inventories		1,523			1,604			1,715			1,604
Prepaid expenses and other current assets		27,963			21,263			31,297			21,263
Total current assets		135,591			150,183			150,149			150,183

Property and equipment, net		315,330			285,979			316,709			285,979
Goodwill		22,105			22,105			22,105			22,105
Intangibles, net		7,580			7,975			7,185			7,975
Deferred tax asset		1,078			-			1,319			-
Right-to-use lease assets		6,027			-			5,808			-
Other long-term assets		6,096			7,167			5,219			7,167
Total assets	$	493,807		$	473,409		$	508,494		$	473,409

LIABILITIES
Current Liabilities:
Unearned passenger revenues	$	129,505		$	123,489		$	145,089		$	123,489
Accounts payable and accrued expenses		31,176			33,944			31,200			33,944
Lease liabilities - current		1,166			-			947			-
Long-term debt - current		2,000			2,000			2,000			2,000
Total current liabilities		163,847			159,433			179,236			159,433

Long-term debt, less current portion		188,005			188,089			185,660			188,089
Deferred tax liabilities		-			2,787			-			2,787
Lease liabilities		5,026			-			5,046			-
Other long-term liabilities		1,379			554			1,259			554
Total liabilities		358,257			350,863			371,201			350,863

COMMITMENTS AND CONTINGENCIES

REDEEMABLE NONCONTROLLING INTEREST		6,908			6,502			6,771			6,502

STOCKHOLDERS’ EQUITY
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; 45,768,715 and 45,814,925 issued, 45,608,143 and 45,442,728 outstanding as of March 31, 2019 and December 31, 2018, respectively		5			5
Common stock, $0.0001 par value, 200,000,000 shares authorized; 45,801,025 and 45,814,925 issued, 45,662,953 and 45,442,728 outstanding as of June 30, 2019 and December 31, 2018, respectively								5			5
Additional paid-in capital		41,102			41,539			41,617			41,539
Retained earnings		89,844			75,171			90,832			75,171
Accumulated other comprehensive income		(2,309	)		(671	)		(1,932	)		(671	)
Total stockholders' equity		128,642			116,044			130,522			116,044
Total liabilities, stockholders' equity and redeemable noncontrolling interest	$	493,807		$	473,409		$	508,494		$	473,409

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

~~Table of Contents~~

LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Income

(In thousands, except share and per share data)

(unaudited)

For the three months ended
March 31,

2019

2018

Tour revenues
$ 89,654 $ 82,410

Operating expenses:

Cost of tours
39,017 35,871
General and administrative
16,082 15,050
Selling and marketing
14,002 12,073
Depreciation and amortization
6,188 5,045
Total operating expenses
75,289 68,039

Operating income
14,365 14,371

Other expense:

Interest expense, net
(2,989 ) (2,734 )
Gain (loss) on foreign currency
656 (451 )
Other (expense) income
(19 ) 8
Total other expense
(2,352 ) (3,177 )

Income before income taxes
12,013 11,194
Income tax (benefit) expense
(3,066 ) 277

Net income
15,079 10,917
Net income attributable to noncontrolling interest
406 121

Net income available to common stockholders
$ 14,673 $ 10,796

Weighted average shares outstanding

Basic
45,565,381 45,274,540
Diluted
47,429,343 45,667,565

Net income per share available to common stockholders

Basic
$ 0.32 $ 0.24
Diluted
$ 0.31 $ 0.24

	For the three months ended June 30,						For the six months ended June 30,
	2019			2018			2019			2018

Tour revenues	$	76,658		$	69,473		$	166,311		$	151,883

Operating expenses:
Cost of tours		37,520			33,810			76,537			69,681
General and administrative		16,268			15,879			32,350			30,929
Selling and marketing		12,567			10,583			26,569			22,656
Depreciation and amortization		6,182			4,994			12,370			10,038
Total operating expenses		72,537			65,266			147,826			133,304

Operating income		4,121			4,207			18,485			18,579

Other expense:
Interest expense, net		(3,188	)		(2,870	)		(6,176	)		(5,604	)
Gain (loss) on foreign currency		501			(1,141	)		1,157			(1,592	)
Other expense		(30	)		(128	)		(49	)		(120	)
Total other expense		(2,717	)		(4,139	)		(5,068	)		(7,316	)

Income before income taxes		1,404			68			13,417			11,263
Income tax expense (benefit)		553			227			(2,513	)		503

Net income (loss)		851			(159	)		15,930			10,760
Net (loss) income attributable to noncontrolling interest		(137	)		(293	)		269			(172	)

Net income available to common stockholders	$	988		$	134		$	15,661		$	10,932

Weighted average shares outstanding
Basic		46,155,981			45,894,155			45,607,307			45,322,541
Diluted		49,485,004			46,442,611			48,281,002			45,594,980

Net income per share available to common stockholders
Basic	$	0.02		$	-		$	0.34		$	0.24
Diluted	$	0.02		$	-		$	0.32		$	0.24

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

~~Table of Contents~~

LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income

(In thousands)

(unaudited)

For the three months ended
March 31,

2019

2018

Net Income
$ 15,079 $ 10,917
Other comprehensive income:

Cash flow hedges:

Net unrealized loss
(1,638 ) -
Total other comprehensive income
(1,638 ) -
Total comprehensive income
$ 13,441 $ 10,917

	For the three months ended June 30,						For the six months ended June 30,
	2019			2018				2019			2018

Net income (loss)	$	851		$	(159	)		$	15,930		$	10,760
Other comprehensive income:
Cash flow hedges:
Net unrealized gain (loss)		377			73				(1,261	)		73
Total other comprehensive income (loss)		377			73				(1,261	)		73
Total comprehensive income (loss)		1,228			(86	)			14,669			10,833
Less: comprehensive (loss) income attributive to non-controlling interest		(137	)		(293	)			269			(172	)
Comprehensive income attributable to common shareholders	$	1,365		$	207			$	14,400		$	11,005

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

~~Table of Contents~~

LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Equity

(In thousands, except share data)

(unaudited)

	Common Stock					Additional Paid-In			Retained		Accumulated Other Comprehensive			Total Stockholders'			Common Stock					Additional Paid-In			Retained		Accumulated Other Comprehensive			Total Stockholders'
	Shares			Amount		Capital			Earnings		Loss			Equity			Shares			Amount		Capital			Earnings		Loss			Equity
Balance as of January 1, 2019		45,814,925		$	5	$	41,539		$	75,171	$	(671	)	$	116,044			45,814,925		$	5	$	41,539		$	75,171	$	(671	)	$	116,044
Stock-based compensation		-			-		753			-		-			753			-			-		753			-		-			753
Issuance of stock for equity compensation plans, net		(44,315	)		-		(1,167	)		-		-			(1,167	)		(44,315	)		-		(1,167	)		-		-			(1,167	)
Repurchase of shares and warrants		(1,895	)		-		(23	)		-		-			(23	)		(1,895	)		-		(23	)		-		-			(23	)
Other comprehensive loss, net		-			-		-			-		(1,638	)		(1,638	)		-			-		-			-		(1,638	)		(1,638	)
Net income		-			-		-			14,673		-			14,673
Net income available to common stockholders																		-			-		-			14,673		-			14,673
Balance as of March 31, 2019		45,768,715		$	5	$	41,102		$	89,844	$	(2,309	)	$	128,642			45,768,715		$	5	$	41,102		$	89,844	$	(2,309	)	$	128,642
Stock-based compensation																		-			-		1,001			-		-			1,001
Issuance of stock for equity compensation plans, net																		32,310			-		(486	)		-		-			(486	)
Other comprehensive income, net																		-			-		-			-		377			377
Net income available to common stockholders																		-			-		-			988		-			988
Balance as of June 30, 2019																		45,801,025		$	5	$	41,617		$	90,832	$	(1,932	)	$	130,522

	Common Stock					Additional Paid-In			Retained		Accumulated Other Comprehensive		Total Stockholders'
	Shares			Amount		Capital			Earnings		Loss		Equity
Balance as of January 1, 2018		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 available to common stockholders		-			-		-			10,798		-		10,798
Balance as of March 31, 2018		45,767,643		$	5	$	38,331		$	74,617	$	-	$	112,953
Stock-based compensation		-			-		1,119			-		-		1,119
Issuance of stock for equity compensation plans, net		8,005			-		(278	)		-		-		(278	)
Repurchase of shares and warrants		-			-		-			-		-		-
Other comprehensive income, net		-			-		-			-		73		73
Net income available to common stockholders		-			-		-			134		-		134
Balance as of June 30, 2018		45,775,648		$	5	$	39,172		$	74,751	$	73	$	114,001

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

Common Stock

Additional Paid-In

Retained

Accumulated Other Comprehensive

Total Stockholders'

Shares

Amount

Capital

Earnings

Loss

Equity

Balance as of January 1, 2018
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

LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In thousands)

(unaudited)

	For the six months ended June 30,
	2019			2018
Cash Flows From Operating Activities
Net income	$	15,930		$	10,760
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		12,370			10,038
Amortization of National Geographic fee		1,454			1,454
Amortization of deferred financing costs and other, net		911			1,045
Stock-based compensation		1,754			1,985
Deferred income taxes		(4,106	)		152
(Gain) loss on foreign currency		(1,157	)		1,592
Write-off of unamortized issuance costs related to debt refinancing		-			359
Loss on write-off of assets		-			129
Changes in operating assets and liabilities
Marine operating supplies and inventories		(32	)		(39	)
Prepaid expenses and other current assets		(10,033	)		(7,048	)
Right-to-use lease assets		(5,808	)		-
Lease liabilities		5,993			-
Unearned passenger revenues		21,600			9,915
Other long-term assets		(767	)		(1,120	)
Other long-term liabilities		706			15
Accounts payable and accrued expenses		(1,587	)		(4,457	)
Net cash provided by operating activities		37,228			24,780

Cash Flows From Investing Activities
Purchases of property and equipment		(42,311	)		(31,502	)
Net cash used in investing activities		(42,311	)		(31,502	)

Cash Flows From Financing Activities
Proceeds from long-term debt		-			200,000
Repayments of long-term debt		(1,000	)		(170,625	)
Payment of deferred financing costs		(2,340	)		(6,486	)
Repurchase under stock-based compensation plans and related tax impacts		(1,653	)		(4,457	)
Repurchase of warrants and common stock		(23	)		(854	)
Net cash (used in) provided by financing activities		(5,016	)		17,578
Effect of exchange rate changes on cash		-			8
Net (decrease) increase in cash, cash equivalents and restricted cash		(10,099	)		10,864
Cash, cash equivalents and restricted cash at beginning of period		122,150			103,500

Cash, cash equivalents and restricted cash at end of period	$	112,051		$	114,364

Supplemental disclosures of cash flow information:
Cash paid during the period:
Interest	$	6,999		$	6,534
Income taxes	$	564		$	776
Non-cash investing and financing activities:
Additional paid-in capital exercise proceeds of option shares	$	225		$	1,682
Additional paid-in capital exchange proceeds used for option shares	$	(225	)	$	(1,682	)

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

~~Table of Contents~~

~~LINDBLAD EXPEDITIONS HOLDINGS, INC. AND SUBSIDIARIES~~

~~Condensed Consolidated Statements of Cash Flows~~

~~(In thousands)~~

~~(unaudited)~~

For the three months ended March 31,

2019

2018

Cash Flows From Operating Activities

Net income
$ 15,079 $ 10,917
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization
6,188 5,045
Amortization of National Geographic fee
727 727
Amortization of deferred financing costs and other, net
434 608
Stock-based compensation
753 866
Deferred income taxes
(3,865 ) 347
(Gain) loss on foreign currency
(656 ) 451
Write-off of unamortized issuance costs related to debt refinancing
- 359
Changes in operating assets and liabilities

Marine operating supplies and inventories
(219 ) (400 )
Prepaid expenses and other current assets
(6,699 ) (1,754 )
Right-to-use lease assets
(6,027 ) -
Lease liabilities
6,192 -
Unearned passenger revenues
6,016 (939 )
Other long-term assets
(1,294 ) 10
Other long-term liabilities
825 8
Accounts payable and accrued expenses
(2,112 ) (5,727 )
Net cash provided by operating activities
15,342 10,518

Cash Flows From Investing Activities

Purchases of property and equipment
(35,144 ) (14,502 )
Net cash used in investing activities
(35,144 ) (14,502 )

Cash Flows From Financing Activities

Proceeds from long-term debt
- 200,000
Repayments of long-term debt
(500 ) (170,625 )
Payment of deferred financing costs
(18 ) (6,297 )
Repurchase under stock-based compensation plans and related tax impacts
(1,167 ) (4,179 )
Repurchase of warrants and common stock
(23 ) (854 )
Net cash (used in) provided by financing activities
(1,708 ) 18,045
Effect of exchange rate changes on cash
- (40 )
Net (decrease) increase in cash, cash equivalents and restricted cash
(21,510 ) 14,021
Cash, cash equivalents and restricted cash at beginning of period
122,150 103,500

Cash, cash equivalents and restricted cash at end of period
$ 100,640 $ 117,521

Supplemental disclosures of cash flow information:

Cash paid during the period:

Interest
$ 3,377 $ 3,012
Income taxes
$ 23 $ 45
Non-cash investing and financing activities:

Additional paid-in capital exercise proceeds of option shares
$ - $ 1,682
Additional paid-in capital exchange proceeds used for option shares
$ - $ (1,682 )

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

~~Table of Contents~~

Lindblad Expeditions Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

NOTE 1 – BUSINESS AND BASIS OF PRESENTATION

Business

Lindblad Expeditions Holdings, Inc. and its consolidated subsidiaries (the “Company” or ~~��Lindblad”~~“Lindblad”) mission is offering life-changing adventures around the world and pioneering innovative ways to allow its guests to connect with exotic and remote places. The Company currently operates a fleet of eight owned expedition ships and five seasonal charter vessels under the Lindblad brand and ~~operate~~operates eco-conscious expeditions and nature-focused, small-group tours under the Natural Habitat, Inc. (“Natural Habitat”) brand.

The Company operates the following reportable business segments:

Lindblad – Offers primarily ship-based expeditions aboard customized, nimble and intimately-scaled vessels that are able to venture where larger cruise ships cannot, thus allowing Lindblad to offer up-close experiences in the planet’s wild and remote places and capitals of culture. 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 National Geographic Partners (“National Geographic”), which provides for lecturers and National Geographic experts, including photographers, writers, marine biologists, naturalists, field researchers and film crews, to join many of the Company’s expeditions.

Natural Habitat – Offers primarily land-based adventure travel expeditions around the globe, as well as select itineraries on small chartered vessels for parts of the ~~year.~~year, with unique itineraries designed to offer intimate encounters with nature and our planet's wild destinations. Natural ~~Habitat’s~~Habitat creates opportunities for adventure and discovery that transform lives with expeditions that include polar bear tours in Churchill, Canada, Alaskan grizzly bear adventures, small-group Galápagos tours and African safaris. Natural Habitat has partnered with World Wildlife Fund (“WWF”) to offer conservation travel, which is sustainable travel that contributes to the protection of nature and wildlife.

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

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements and footnotes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding unaudited interim financial information and include the accounts and transactions of the Company. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial statements for the periods presented. Operating results for the 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 consolidated financial statements in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC for interim reporting. All intercompany balances and transactions have been eliminated in these unaudited condensed consolidated financial statements. These unaudited 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, 2018 contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2019 (the “2018 Annual Report”).

The presentation of certain prior year items in the notes to the condensed consolidated financial statements of the Company have been reclassified to conform to the 2019 presentation. The reclassifications had no effect on previously reported results of operations or retained earnings.

There have been no significant changes to the Company’s accounting policies from those disclosed in the 2018 Annual Report other than those noted below.

~~Table of Contents~~

The Company accounts for its various operating leases in accordance with Accounting Standards Codification (“ASC”) 842-Leases, as updated by Accounting Standards Update (“ASU”) 2016-02. At the inception of a lease, the Company recognizes right-of-use lease assets and related lease liabilities measured as the present value of future lease payments on its balance sheet. Lease expense is recognized on a straight-line basis over the term of the lease. The Company reviewed its contracts with vendors and customers, determining that its right-to-use lease assets consisted primarily of office space operating leases. In determining the right-to-use lease assets and related lease liabilities, the Company did not recognize any lease extension options and elected to exclude leases with terms of 12-months or less. During the three and six months ended ~~March 31,~~June 30, 2019, ~~and 2018,~~ the Company recognized $0.4 million and $0.7 million, respectively, in operating lease expense. During the three and six months ended June 30, 2018, the Company recognized $0.3 million and $0.6 million, respectively, in operating lease expense. As of ~~March 31,~~June 30, 2019, the Company’s remaining weighted average operating lease terms were approximately ~~71.1~~69 months. A reconciliation of operating lease payments undiscounted cash flows to lease liabilities recognized as of ~~March 31,~~June 30, 2019 is as follows:

(In thousands)	Operating Lease Payments			Operating Lease Payments
	(unaudited)			(unaudited)
2019 (nine months)	$	870
2019 (six months)				$	581
2020		1,190			1,190
2021		1,222			1,222
2022		1,283			1,283
2023		1,165			1,165
Thereafter		1.602			1,603
Present value discount (6% weighted average)		(1,140	)		(1,051	)
Total lease liability	$	6,192		$	5,993

Accounting Pronouncements Recently Adopted

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842) and in July 2018 issued ASU 2018-11, Leases (Topic 842): Targeted Improvements. 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 current and non-current right-of-use assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of right-of-use assets and lease liabilities by lessees for those leases classified as operating leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018. The Company adopted this guidance on January 1, 2019, as required, electing to apply retrospectively at the period of adoption with practical expedients. The adoption of this guidance had a material impact on the Company’s balance sheet by virtue of including the present value of its future operating lease payments as a liability of $6.2 million and related right-to-use lease ~~assets.~~assets as of January 1, 2019.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. This amendment is intended to improve the effectiveness of fair value measurement disclosures by adding and modifying a few disclosure requirements, as well as eliminating several disclosures. ASU 2018-13 is effective for fiscal years beginning after December 15, 2018. The Company adopted this guidance on January 1, 2019, as required, and it did not have a material impact on the Company’s financial position or results of operations.

In August 2018, the FASB issued ASU 2018-15 Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. The amendments in this ~~Update~~ASU align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). ASU 2018-15 is effective for fiscal years beginning after December 15, 2019 and early adoption iswas permitted. The Company adopted this guidance on January 1, 2019, and it did not have a material impact on the Company's financial ~~statements at the time of adoption.~~statements.

NOTE 2 – EARNINGS PER SHARE

Earnings per Common Share

Earnings per common share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares outstanding and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the dilutive incremental common shares associated with restricted stock awards, shares issuable upon the exercise of stock options and warrants, using the treasury stock method.

~~Table of Contents~~

For the three and six months ended ~~March 31,~~June 30, 2019 and 2018, the Company calculated earnings per share as follows:

	For the three months ended March 31,				For the three months ended June 30,				For the six months ended June 30,
(In thousands, except share and per share data)	2019		2018		2019		2018		2019		2018
	(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)
Net income available to common stockholders	$	14,673	$	10,796	$	988	$	134	$	15,661	$	10,932

Weighted average shares outstanding:
Total weighted average shares outstanding, basic		45,565,381		45,274,540		46,155,981		45,894,155		45,607,307		45,322,541
Dilutive potential common shares		1,863,962		393,025		3,329,023		548,456		2,673,695		272,439
Total weighted average shares outstanding, diluted		47,429,343		45,667,565		49,485,004		46,442,611		48,281,002		45,594,980

Net income per share available to common stockholders
Basic	$	0.32	$	0.24	$	0.02	$	-	$	0.34	$	0.24
Diluted	$	0.31	$	0.24	$	0.02	$	-	$	0.32	$	0.24

~~As of March 31,~~For the three and six months ended June 30, 2019, ~~0.2~~0.1 million restricted shares are excluded from dilutive potential common shares as they were anti-dilutive. ~~As of March 31,~~For the three months ended June 30, 2018, 0.2 million restricted shares and 0.2 million options are excluded from dilutive potential common shares as they were anti-dilutive. For the six months ended June 30, 2018, 0.2 million restricted shares, 0.2 million options and 10.1 million warrants are excluded from dilutive potential common shares as they were anti-dilutive.

On July 17, 2019, the Company completed a consent solicitation and exchange offer relating to the Company’s outstanding warrants (see Note 13 – Subsequent Event for more information).

NOTE 3 – REVENUES

Customer Deposits and Contract Liabilities

The Company’s guests remit deposits in advance of tour embarkation. Guest deposits consist of guest ticket revenues as well as revenues from the sale of pre- and post-expedition excursions, hotel accommodations, land-based expeditions and air transportation to and from the ships. Guest deposits represent unearned revenues and are reported as unearned passenger revenues in the condensed consolidated balance sheets when received and are subsequently recognized as tour revenue over the duration of the expedition. 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 customer. The Company does not consider guest deposits to be a contract liability until the guest no longer has the right, resulting from the passage of time, to cancel their reservation and receive a full refund.

The change in contract liabilities within unearned passenger revenues presented in ~~our~~the Company's condensed consolidated balance sheets are as follows:

As of
March 31, 2019

(In thousands)

(unaudited)

Balance as of January 1, 2019
$ 70,903
Recognized in tour revenues during the period
(69,837 )
Additional contract liabilities in period
51,616
Balance as of March 31, 2019
$ 52,682

~~Table of Contents~~

	Contract Liabilities
(In thousands)	(unaudited)
Balance as of January 1, 2019	$	70,903
Recognized in tour revenues during the period		(70,903	)
Additional contract liabilities in period		82,416
Balance as of June 30, 2019	$	82,416

The following table disaggregates ~~our~~ total revenues by revenue type:

	For the three months ended March 31,				For the three months ended June 30,				For the six months ended June 30,
	2019		2018		2019		2018		2019		2018
(In thousands)	(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)
Guest ticket revenues	$	80,333	$	74,330	$	69,737	$	63,415	$	150,070	$	137,745
Other tour revenue		9,321		8,080		6,921		6,058		16,241		14,138
Tour Revenues	$	89,654	$	82,410
Tour revenues					$	76,658	$	69,473	$	166,311	$	151,883

NOTE 4 – FINANCIAL STATEMENT DETAILS

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

	For the three months ended March 31,				For the six months ended June 30,
(In thousands)	2019		2018		2019		2018
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Cash and cash equivalents	$	70,103	$	97,284	$	78,746	$	91,561
Restricted cash		30,537		20,237		33,305		22,803
Total cash, cash equivalents and restricted cash as presented in the statement of cash flows	$	100,640	$	117,521	$	112,051	$	114,364

Restricted cash ~~consist~~consists of the following:

	As of March 31, 2019		As of December 31, 2018		As of June 30, 2019		As of December 31, 2018
(In thousands)	(unaudited)				(unaudited)
Federal Maritime Commission escrow	$	27,198	$	5,823	$	32,000	$	5,823
Certificates of deposit and other restricted securities						1,305		1,402
Credit card processor reserves		1,530		1,530		-		1,530
Certificates of deposit and other restricted securities		1,809		1,402
Total restricted cash	$	30,537	$	8,755	$	33,305	$	8,755

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

(In thousands)	As of March 31, 2019		As of December 31, 2018		As of June 30, 2019		As of December 31, 2018
	(unaudited)				(unaudited)
Prepaid tour expenses	$	14,816	$	10,617	$	18,860	$	10,617
Prepaid corporate insurance		3,426		1,158		2,688		1,158
Prepaid client insurance		2,659		2,436		2,663		2,436
Prepaid marketing, commissions and other expenses		2,639		2,622
Prepaid air expense		2,473		2,973		2,585		2,973
Prepaid port agent fees		1,781		1,433		2,377		1,433
Prepaid marketing, commissions and other expenses						2,001		2,622
Prepaid income taxes		169		24		123		24
Total prepaid expenses	$	27,963	$	21,263	$	31,297	$	21,263

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

(In thousands)	As of March 31, 2019		As of December 31, 2018		As of June 30, 2019		As of December 31, 2018
	(unaudited)				(unaudited)
Accrued other expense					$	10,778	$	11,851
Accounts payable	$	11,545	$	9,326		7,944		9,326
Accrued other expense		9,323		11,851
Bonus compensation liability						3,444		5,195
Employee liability		2,979		2,943		3,147		2,943
Bonus compensation liability		1,985		5,195
Income tax liabilities						1,988		576
Royalty payable		1,417		1,005		1,425		1,005
Income tax liabilities		1,817		576
Refunds and commissions payable						1,107		1,533
Travel certificate liability		882		1,088		940		1,088
Refunds and commissions payable		801		1,533
Accrued travel insurance expense		427		427		427		427
Total accounts payable and accrued expenses	$	31,176	$	33,944	$	31,200	$	33,944

~~Table of Contents~~

NOTE 5 – LONG-TERM DEBT

	As of March 31, 2019									As of December 31, 2018									As of June 30, 2019									As of December 31, 2018
	(unaudited)																		(unaudited)
(In thousands)	Principal			Deferred Financing Costs, net			Balance			Principal			Deferred Financing Costs, net			Balance			Principal			Deferred Financing Costs, net			Balance			Principal			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		198,500			(11,020	)		187,480			199,000			(11,436	)		187,564			198,000			(12,865	)		185,135			199,000			(11,436	)		187,564
Total long-term debt		201,025			(11,020	)		190,005			201,525			(11,436	)		190,089			200,525			(12,865	)		187,660			201,525			(11,436	)		190,089
Less current portion		(2,000	)		-			(2,000	)		(2,000	)		-			(2,000	)		(2,000	)		-			(2,000	)		(2,000	)		-			(2,000	)
Total long-term debt, non-current	$	199,025		$	(11,020	)	$	188,005		$	199,525		$	(11,436	)	$	188,089		$	198,525		$	(12,865	)	$	185,660		$	199,525		$	(11,436	)	$	188,089

For the three and six months ended ~~March 31,~~June 30, 2019, deferred financing costs charged to interest expense was $0.5 million and $0.9 million, respectively. For the three and six months ended June 30, 2018, deferred financing costs charged to interest expense was $0.4 million and ~~$0.6~~$1.0 million, respectively.

Credit Facility

In March 2018, the Company entered into the Third Amended and Restated Credit Agreement (the “Amended Credit Agreement”), providing for a $200.0 million senior secured first lien term loan facility (the “Term Facility”), maturing March 2025, and a $45.0 million senior secured incremental revolving credit facility (the “Revolving Facility”), which includes a $5.0 million letter of credit sub-facility. The Term Facility bears interest at an adjusted Intercontinental Exchange (“ICE”) Benchmark administration LIBOR plus a spread of ~~3.50%~~3.25%, for an aggregated rate of ~~5.99%~~5.648% as of ~~March 31,~~June 30, 2019. Borrowings under the Revolving Facility may be used for general corporate and working capital purposes and related fees and expenses. As of ~~March 31,~~June 30, 2019, the Company had no borrowings under the Revolving Facility.

Senior Secured Credit ~~Agreement~~Agreements

In January 2018, the Company entered into a senior secured credit agreement (the “Export Credit Agreement”) with Citibank, N.A., London Branch and Eksportkreditt Norge AS, to make available to the Company 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, the National Geographic Endurance, targeted to be completed in January 2020. If drawn upon, the loan will be made at the time of delivery of the vessel. The Export Credit Agreement, at the Company's election, 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.

On April 8, 2019, the Company entered into a senior secured credit agreement (the “Second Export Credit Agreement”) with Citibank, N.A., London Branch (“Citi”) and Eksportkreditt Norge AS (“EK” and together with Citi, the “Lenders”). Pursuant to the Second Export Credit Agreement, the Lenders have agreed to make available to the Company, at the Company's option and subject to certain conditions, a loan in an aggregate principal amount not to exceed $122.8 million for the purpose of providing pre- and post- delivery financing for up to 80% of the purchase price of the Company’s new expedition ice-class cruise vessel targeted to be completed in September 2021. The Second Export Credit Agreement will bear an interest rate, at the Company’s option, of either a fixed rate of 6.36% or a variable rate equal to three-month LIBOR plus a margin of 3.00% per annum. 30% of the borrowing will mature over five years from drawdown, and 70% of the borrowing will mature over twelve years from drawdown. Additionally, 70% percent of the loan will be guaranteed by Garantiinstituttet for eksportkreditt, the official export credit agency of Norway. The Company incurred approximately $2.3 million in financing fees related to the Second Export Agreement, recorded as deferred financing costs as part of long-term debt.

Note Payable

In connection with the Natural Habitat acquisition in May 2016, Natural Habitat issued an unsecured promissory note to Benjamin L. Bressler, the founder of Natural Habitat, with an 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.

Covenants

The Company’s Amended Credit Agreement, Export Credit Agreement and Second Export Credit Agreement contain financial and restrictive covenants that include among others, net leverage ratios, limits on additional indebtedness and limits on certain investments. As of ~~March 31,~~June 30, 2019, the Company was in compliance with its covenants.

~~Table of Contents~~

NOTE 6 – FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Derivative Instruments and Hedging Activities

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

Currency Risk. The Company uses currency exchange contracts to manage its exposure to changes in currency exchange rates associated with certain of its non-U.S.-dollar denominated receivables and payables. The Company primarily hedges a portion of its current-year currency exposure to the ~~Australian,~~ Canadian and New Zealand ~~and Zimbabwe~~ dollars, the Brazilian Real, South African Rand, Indian Rupee, the Euro and the British pound sterling. The fluctuations in the value of these forward contracts largely offset the impact of changes in the value of the underlying risk they economically hedge.

In March 2019, the Company entered into foreign exchange forward contracts, designated as cash flow hedges, to hedge its exposure to Norwegian Kroner ("NOK"), related to the Company’s contract to purchase the new polar ice-class vessel (see Note 11 – Commitments and Contingencies). The cost of the foreign exchange forward contracts will be amortized to interest expense over their lives, from the effective date through settlement dates.

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

The Company records the effective portion of changes in the fair value of its cash flow hedges to other comprehensive income (loss), net of tax, and subsequently reclassifies these amounts into earnings in the period during which the hedged transaction is recognized. Any changes in fair values of hedges that are determined to be ineffective are immediately reclassified from accumulated other comprehensive income (loss) into earnings. No gains or losses of the Company’s cash flow hedges were considered to be ineffective and reclassified from other comprehensive income (loss) to earnings for the six-month period ended ~~March 31,~~June 30, 2019. The Company estimates that approximately ~~$0.3~~$0.4 million of losses currently recorded in accumulated other comprehensive income (loss) will be recognized in earnings over the next 12 months due to maturity of the cash flow hedge and the hedged item. The Company will continue to assess the effectiveness of the hedges on an ongoing basis.

The Company held the following derivative instruments with absolute notional values as of ~~March 31,~~June 30, 2019:

(in thousands)	Absolute Notional Value		Absolute Notional Value
Interest rate caps	$	100,000	$	100,000
Foreign exchange contracts		150,131		157,316

~~Table of Contents~~

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

	As of March 31, 2019				As of December 31, 2018				As of June 30, 2019				As of December 31, 2018
	(unaudited)								(unaudited)
(in thousands)	Fair Value, Asset Derivatives		Fair Value, Liability Derivatives		Fair Value, Asset Derivatives		Fair Value, Asset Derivatives		Fair Value, Asset Derivatives		Fair Value, Liability Derivatives		Fair Value, Asset Derivatives		Fair Value, Asset Derivatives
Derivatives designated as hedging instruments
Foreign exchange forward^(a)	$	-	$	1,629	$	-	$	-	$	-	$	1,536	$	-	$	-
Interest rate cap^(b)		560		-		710		-		420		-		710		-
Total	$	560	$	1,629	$	710	$	-	$	420	$	1,536	$	710	$	-
Derivatives not designated as hedging instruments
Foreign exchange forward^(c)	$	-	$	672	$	-	$	1,328	$	-	$	171	$	-	$	1,328
Total	$	-	$	672	$	-	$	1,328	$	-	$	171	$	-	$	1,328

_________

^(a)

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

^(b)

Recorded in prepaid expenses and other current assets and other long-term assets.

^(c)

Recorded in accounts payable and accrued expenses.

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

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

	Three Months Ended March 31,					Three Months Ended June 30,						Six Months Ended June 30,
(In thousands)	2019		2018			2019			2018			2019		2018
	(unaudited)					(unaudited)			(unaudited)			(unaudited)		(unaudited)
Derivatives designated as hedging instruments ^(a):
Foreign exchange forward contracts	$	1,488	$	-		$	(516	)	$	-		$	972	$	-
Interest rate caps		149		-			140			(73	)		289		(73	)

Derivatives not designated as hedging instruments ^(b):
Foreign exchange forward contracts		656		(451	)		501			(1,141	)		1,157		(1,592	)
Total	$	2,293	$	(451	)	$	125		$	(1,214	)	$	2,418	$	(1,665	)

__________

^(a)

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

^(b)

Gains (losses) related to derivative instruments are expected to be largely offset by (losses) gains on the underlying exposures being hedged. During the three and six months ended ~~March 31,~~June 30, 2019, a gain of ~~$0.7~~$0.5 million and $1.2 million, respectively, was recognized in gain (loss) on foreign currency. During the three and six months ended ~~March 31,~~June 30, 2018, a loss of ~~$0.5~~$1.1 million and $1.6 million, respectively, was recognized in gain (loss) on foreign currency.

Fair Value Measurements

The carrying amounts of cash and cash equivalents, accounts payable and accrued expenses, approximate fair value due to the short-term nature of these instruments. The carrying value of long-term debt approximates fair value given that the terms of the agreement were comparable to the market as of ~~March 31,~~June 30, 2019. As of ~~March 31,~~June 30, 2019 and December 31, 2018, the Company had no other significant liabilities that were measured at fair value on a recurring basis.

~~Table of Contents~~

NOTE 7 – STOCKHOLDERS’ EQUITY

Stock and Warrant Repurchase Plan

The Company’s Board of Directors approved a stock and warrant repurchase plan (“Repurchase Plan”) in November 2015 and increased the repurchase plan to $35.0 million in November 2016. The Repurchase Plan 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. These 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 and six months ended ~~March 31,~~June 30, 2019, the Company repurchased 1,895 shares of common stock for approximately $23,000. The Company has cumulatively repurchased 866,701 shares of common stock for $8.2 million and 6,011,926 warrants for $14.7 million, since plan inception. The balance for the Repurchase Plan was $12.1 million as of ~~March 31,~~June 30, 2019.

Warrants

During the six months ended June 30, 2019, 2,600 warrants to purchase the Company's common stock were exercised. As of ~~March 31,~~June 30, 2019, ~~10,088,074~~10,085,474 warrants ~~expiring July 8, 2020,~~ were outstanding to purchase common stock at a price of $11.50 per share.

On July 17, 2019, the Company completed a consent solicitation and exchange offer relating to the Company’s outstanding warrants (see Note 13 – Subsequent Event for more information).

NOTE 8 – ~~STOCK BASED~~STOCK-BASED COMPENSATION

The Company is authorized to issue up to 2.5 million shares of common stock under the 2015 Long-Term Incentive Plan to key employees, and as of ~~March 31,~~June 30, 2019, approximately 1.3 million shares were available to be granted.

As of ~~March 31,~~June 30, 2019, and December 31, 2018, options to purchase an aggregate of 200,000 and 220,000 shares, respectively, of the Company’s common stock, with a weighted average exercise price of $9.47 and $9.63, respectively, were outstanding. As of ~~March 31,~~June 30, 2019, ~~120,000~~100,000 options were exercisable.

The Company recorded stock-based compensation expense of ~~$0.8~~$1.0 million and ~~$0.9~~$1.8 million during the three and six months ended ~~March 31,~~June 30, 2019, respectively, and $1.1 million and $2.0 million during the three and six months ended June 30, 2018, respectively.

2019 Long-Term Incentive Compensation

During the ~~three~~six months ended ~~March 31,~~June 30, 2019, the Company granted 105,406 restricted stock units ("RSUs") with a weighted average grant price of $15.16. The RSUs will vest in equal installments on each of the first three anniversaries of the grant date, subject to the recipient’s continued employment or service with the Company on the applicable vesting date.

During the ~~three~~six months ended ~~March 31,~~June 30, 2019, the Company awarded 61,631 of targeted performance stock units ("PSUs") with a weighted average grant price of $15.25. The PSUs are performance-vesting equity incentive awards that ~~will~~may be earned based on ~~our~~the Company's performance against metrics relating to annual Adjusted EBITDA and annual revenue. Awards, if earned, will vest after a three-year performance period and may be earned at a level ranging from 0%-200% of the number of PSUs granted, depending on performance. The number of shares were determined based upon the closing price of ~~our~~the Company's common stock on the date of the award.

NOTE 9 – RELATED PARTY TRANSACTIONS

The Company and National Geographic Society collaborate on exploration, research, technology and conservation in order to provide travel experiences and disseminate geographic knowledge around the globe. The Lindblad/National Geographic Society alliance is set forth in (i) an Alliance and License Agreement and (ii) a Tour Operator Agreement. The extension of the agreements, entered into July 2015, between the Company and National Geographic Society was contingent on the execution by Mr. Lindblad, the Company's Chief Executive Officer, of an option agreement granting National Geographic Society the right to purchase from Mr. Lindblad, for a per share price of $10.00 per share, five percent of the issued and outstanding shares of the Company’s common stock as of July 8, 2015, including all outstanding options, warrants or other derivative securities (excluding options granted under the 2015 Plan and shares issuable upon the exercise of warrants). During March 2019, National Geographic Society exercised its rights in full under the option agreement to acquire the shares, and in a cashless transaction acquired ~~891,113~~ shares from Mr. Lindblad.

~~Table of Contents~~

NOTE 10 – 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~~its 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 ~~March 31,~~June 30, 2019, and December 31, 2018, the Company had a liability for unrecognized tax benefits of $0.1 million and $0.6 million, respectively, which was included in other long-term liabilities. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. During the three and six months ended ~~March 31,~~June 30, 2019 and 2018, interest and penalties related to uncertain tax positions included in income tax expense are not significant. The Company's effective tax rate for the ~~three~~six months ended ~~March 31,~~June 30, 2019 and 2018 was a benefit of ~~25.5%~~18.7% and ~~for the three months ended March 31, 2018 was~~ an expense of ~~2.5%.~~4.5%, respectively.

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 three prior years remain subject to examination by tax authorities and the Company’s foreign tax returns for the current year and four prior years remain subject to examination by tax authorities (except for the Ecuador entities, where the Company's foreign tax returns for the current year and three prior years remain subject to examination by tax authorities).

NOTE 11 – COMMITMENTS AND CONTINGENCIES

Fleet Expansion

In 2017, the Company entered into an agreement with Ulstein Verft to construct a polar ice class vessel, the National Geographic Endurance, with a total purchase price of 1,066.0 million NOK. Subsequently, the 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, dead weight, fuel consumption and delivery date, and is due in installments. The first twenty percent of the purchase price was 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.

During February 2019, the Company entered into an agreement with Ulstein Verft, to construct a second polar ice class vessel, a sister ship of the National Geographic Endurance, with a total purchase price of 1,291.0 million NOK. The purchase price is subject to potential adjustments from contract specifications for variations in speed, dead weight, fuel consumption and delivery date. The purchase price is due in installments, with the first 20% paid shortly after execution of the agreement, 50% to be paid over the duration of the build and the final 30% due upon delivery and acceptance of the vessel. The vessel is targeted to be delivered in September 2021. During March 2019, the Company entered into foreign exchange forward contracts to lock in a purchase price for the second polar ice class vessel of $153.5 million, subject to potential contract specification adjustments.

Royalty Agreement – National Geographic

The Company is party to 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 ~~operations.~~income. The amount is calculated based upon a percentage of certain ticket revenues less travel agent commission, including the revenues received from cancellation fees and any revenues received from the sale of pre- and post-expedition extensions. A pre- and post-expedition extension occurs when a guest extends his or her trip with pre- or post-voyage hotel nights. Royalty expense was ~~$1.4~~$1.8 million and $3.3 million, for the three and six months ended ~~March 31,~~June 30, 2019, respectively, and ~~2018.~~$1.3 million and $2.1 million, for the three and six months ended June 30, 2018, respectively.

The royalty ~~balances~~balance outstanding to National Geographic as of ~~March 31,~~June 30, 2019 and December 31, 2018 was $1.4 million and $1.0 million, respectively, and are included in accounts payable and accrued expenses on the accompanying condensed consolidated balance sheets.

Royalty Agreement – World Wildlife Fund

Natural Habitat has a license agreement with WWF, which allows it to use the WWF name and logo. In return for these rights, Natural Habitat is charged a royalty fee and a fee based on annual gross sales. The fees are included within selling and marketing expense on the accompanying condensed consolidated statements of ~~operations.~~income. This royalty fee expense was $0.2 million and $0.4 million for the three and six months ended ~~March 31,~~June 30, 2019, respectively, and ~~2018.~~$0.1 million and $0.3 million for the three and six months ended June 30, 2018, respectively.

~~Table of Contents~~

Charter Commitments

From time to time, the Company enters into agreements to charter vessels onto which it holds its tours and expeditions. Future minimum payments on its charter agreements as of ~~March 31,~~June 30, 2019 are as follows:

Charter Commitments
For the years ended December 31,	Amount
(In thousands)	(unaudited)
2019 (six months)	$	4,230
2020		11,215
2021		2,765
2022		1,850
Total	$	20,060

Charter Commitments

For the years ended December 31,

Amount

(In thousands)

(unaudited)

2019 (nine months)
$ 7,098
2020
9,871
2021
2,031
2022
1,850
Total
$ 20,850

Legal Proceedings

From time to time, the Company is party to litigation and regulatory matters and claims. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is both probable that a liability will be incurred and the amount or range of the loss can be reasonably estimated. The results of complex proceedings and reviews are difficult to predict and the Company’s view of these matters may change in the future as events related thereto unfold. An unfavorable outcome to any legal or regulatory matter, if material, could have an adverse effect on the Company’s operations or its financial position, liquidity or results of operations.

NOTE 12 – SEGMENT INFORMATION

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

The Company evaluates the performance of its business segments based largely on tour revenues and operating income, without allocating other income and expenses, net, income taxes and interest expense, net. For the three and six months ended ~~March 31,~~June 30, 2019 and 2018, operating results were as follows:

For the three months ended
March 31,

2019

2018

Change

%

(In thousands)

(unaudited)

(unaudited)

Tour revenues:

Lindblad
$ 76,038 $ 70,453 $ 5,585 8 %
Natural Habitat
13,616 11,957 1,659 14 %
Total tour revenues
$ 89,654 $ 82,410 $ 7,244 9 %
Operating Income:

Lindblad
$ 13,641 $ 13,439 $ 202 2 %
Natural Habitat
724 932 (208 ) (22 %)
Total operating income
$ 14,365 $ 14,371 $ (6 ) (0 %)

~~Table of Contents~~

	For the three months ended June 30,												For the six months ended June 30,
	2019			2018			Change			%			2019			2018		Change			%
(In thousands)	(unaudited)			(unaudited)									(unaudited)			(unaudited)
Tour revenues:
Lindblad	$	64,930		$	59,556		$	5,374			9	%	$	140,968		$	130,009	$	10,959			8	%
Natural Habitat		11,728			9,917			1,811			18	%		25,343			21,874		3,469			16	%
Total tour revenues	$	76,658		$	69,473		$	7,185			10	%	$	166,311		$	151,883	$	14,428			9	%
Operating Income:
Lindblad	$	5,302		$	5,107		$	195			4	%	$	18,943		$	18,547	$	396			2	%
Natural Habitat		(1,181	)		(900	)		(281	)		(31	)%		(458	)		32		(490	)		NM
Total operating income	$	4,121		$	4,207		$	(86	)		(2%	)	$	18,485		$	18,579	$	(94	)		(1%	)

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

	For the three months ended March 31,									For the three months ended June 30,									For the six months ended June 30,
	2019		2018		Change		%			2019		2018		Change		%			2019		2018		Change		%
(In thousands)	(unaudited)		(unaudited)							(unaudited)		(unaudited)							(unaudited)		(unaudited)
Depreciation and amortization:
Lindblad	$	5,794	$	4,684	$	1,110		24	%	$	5,774	$	4,626	$	1,148		25	%	$	11,568	$	9,309	$	2,259		24	%
Natural Habitat		394		361		33		9	%		408		368		40		11	%		802		729		73		10	%
Total depreciation and amortization	$	6,188	$	5,045	$	1,143		23	%	$	6,182	$	4,994	$	1,188		24	%	$	12,370	$	10,038	$	2,332		23	%

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


	As of March 31, 2019		As of December 31, 2018		As of June 30, 2019		As of December 31, 2018
(In thousands)	(unaudited)				(unaudited)
Total Assets:
Lindblad	$	425,307	$	409,622	$	428,055	$	409,622
Natural Habitat		68,500		63,787		80,439		63,787
Total assets	$	493,807	$	473,409	$	508,494	$	473,409

Intangibles, net:
Lindblad	$	3,869	$	4,050	$	3,688	$	4,050
Natural Habitat		3,711		3,925		3,497		3,925
Total intangibles, net	$	7,580	$	7,975	$	7,185	$	7,975

Goodwill:
Lindblad	$	-	$	-	$	-	$	-
Natural Habitat		22,105		22,105		22,105		22,105
Total goodwill	$	22,105	$	22,105	$	22,105	$	22,105

For the three and six months ended ~~March 31,~~June 30, 2019 there were $0.7 million and $2.5 million in intercompany tour revenues between the Lindblad and Natural Habitat segments eliminated in consolidation, respectively. For the three and six months ended June 30, 2018 there were ~~$1.7~~$0.4 million and ~~$1.0~~$1.4 million in intercompany tour revenues between the Lindblad and Natural Habitat segments eliminated in consolidation, respectively.

NOTE 13 – SUBSEQUENT EVENT

On ~~April 8,~~June 14, 2019, the Company ~~entered into a senior secured credit agreement~~announced an offer to exchange all warrants to purchase common stock of the Company (the ~~“Second Export Credit Agreement”~~"Warrant Exchange") ~~with Citibank, N.A., London Branch (“Citi”)~~. The Warrant Exchange provided (i) an offer to each holder of the Company's outstanding warrants to receive 0.385 shares of common stock in exchange for each warrant tendered by the holder and ~~Eksportkreditt Norge AS (“EK” and together with Citi, the “Lenders”). Pursuant~~exchanged pursuant to the ~~Second Export Credit Agreement,~~Warrant Exchange, and (ii) the ~~Lenders have agreed~~solicitation of consents (the "Consent Solicitation") from holders of the warrants to ~~make available~~amend the warrant agreement that governs all of the warrants to permit the Company to require that each outstanding warrant not tendered in the Warrant Exchange be converted into 0.36575 shares of common stock. The Warrant Exchange and Consent Solicitation closed on July 17, 2019, with 9,935,000 warrants tendered via the Warrant Exchange for an aggregate of 3,824,959 shares of Company common stock, and approval was received to amend the warrant agreement to provide the Company with the right to require the holders of warrants not tendered in the Warrant Exchange to exchange their warrants for common stock of the Company at an exchange ratio of 0.36575 shares of common stock for each warrant. An aggregate of 150,474 warrants have not been tendered via the ~~Company's option~~Warrant Exchange and subject to certain conditions, a loan in an aggregate principal amount not to exceed $122.8 million for the purpose of providing pre- and post- delivery financing for up to 80% of the purchase price of the Company’s new expedition ice-class cruise vessel targeted to be completed in September 2021. The Second Export Credit Agreement will bear an interest rate, at the Company’s option, of either a fixed rate of 6.36% or a variable rate equal to three-month LIBOR plus a margin of 3.00% per annum. 30% of the borrowing will mature over five years from drawdown, and 70% of the borrowing will mature over twelve years from drawdown. Additionally, 70% percent of the loan will be ~~guaranteed by Garantiinstituttet for eksportkreditt, the official export credit agency~~converted into approximately 55,000 shares of ~~Norway.~~

Company common stock. Following such conversion, no warrants will remain outstanding.

~~Table of Contents~~

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE 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 the unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q (“Form 10-Q”), as well as the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 28, 2019.

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;

	●	our business strategy and plans;

	●	our ability to maintain our relationship with National Geographic;

	●	compliance with new and existing laws and regulations, including environmental regulations;

	●	compliance with the financial and/or operating covenants in our debt arrangements;

	●	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, 2018, as filed with the SEC on February 28, 2019 (the “2018 Annual Report”).

We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this Form 10-Q. 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.

~~Table of Contents~~

Business Overview

Lindblad provides expedition cruising and land-based adventure travel experiences, using itineraries that feature up-close encounters with wildlife, nature, history and culture, and promote guest empowerment and interactivity. Our mission is to offer life-changing adventures and wildlife experiences around the world and pioneer innovative ways to allow our guests to connect with exotic and remote places. Many of these expeditions involve travel to remote places, such as the Arctic, Antarctica, the Galápagos, Alaska, Baja's Sea of Cortez, Costa Rica, Panama, polar bear tours in Churchill, Canada, Alaskan grizzly bear adventures and African safaris.

We operate a fleet of eight owned expedition ships and we have also contracted for two new polar ice class vessels, the National Geographic Endurance, targeted to be completed in January 2020, and a sister ship of the National Geographic Endurance, targeted to be completed in September 2021.

In addition, we operate 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.

We have a longstanding relationship with the National Geographic Society dating back to 2004, which is based on a shared interest in exploration, research, technology and conservation. This relationship includes co-selling, co-marketing and branding arrangements with National Geographic Partners, LLC (“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.

~~First Quarter~~2019 Highlights

During February 2019, we entered into an agreement to construct a second polar ice class vessel, a sister ship of the National Geographic Endurance, with a total purchase price of 1,291.0 million Norwegian Kroner ("NOK"). In March 2019, we entered into a foreign exchange forward contract hedge to lock in a purchase price of approximately $153.5 million. The purchase price is subject to potential adjustments from contract specifications for variations in speed, deadweight, fuel consumption and delivery date. The purchase price is due in installments, with the first 20% paid shortly after execution of the agreement, 50% to be paid over the duration of the build and the final 30% due upon delivery and acceptance of the vessel. The vessel is targeted to be delivered in September 2021.

During April 2019, we entered into a senior secured credit agreement (the “Second Export Credit Agreement”) with Citibank, N.A., London Branch (“Citi”) and Eksportkreditt Norge AS (“EK” and together with Citi, the “Lenders”). Pursuant to the Second Export Credit Agreement, the Lenders have agreed to make available to us, at our option and subject to certain conditions, a loan in an aggregate principal amount not to exceed $122.8 million for the purpose of providing pre- and post- delivery financing for up to 80% of the purchase price of our new expedition ice-class cruise vessel targeted to be completed in September 2021. The Second Export Credit Agreement will bear an interest rate, at our option, of either a fixed rate of 6.36% or a variable rate equal to three-month LIBOR plus a margin of 3.00% per annum.

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

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

	●	results and a comparable discussion of our consolidated and segment results of operations for the three and six months ended ~~March 31,~~June 30, 2019 and 2018;

	●	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, 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.

~~Table of Contents~~

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;

	●	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, royalties and a broad range of advertising and promotional expenses.

General and administrative

General and administrative expenses include the cost of shoreside 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 EBITDA is net income (loss) excluding depreciation and amortization, net interest expense, other income (expense), income tax (expense) benefit, (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, debt refinancing costs and ~~acquisition-related expenses. The Company believes~~certain other items. We believe 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 income and expense. ~~The Company believes~~We believe Adjusted EBITDA helps provide a more complete understanding of the underlying operating results and trends and an enhanced overall understanding of ~~the Company’s~~our financial performance and prospects for the future. 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. ~~The Company’s~~Our use of Adjusted EBITDA may not be comparable to other companies within the industry.

~~Table of Contents~~

The following metrics apply to our Lindblad segment:

Adjusted Net Cruise Cost represents 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, and ~~acquisition-related expenses.~~certain other items.

Available Guest Nights is 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, selling and marketing expenses, and general and administrative expenses.

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

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

Maximum Guests is 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 Cost represents Gross Cruise Cost excluding commissions and certain other direct costs of guest ticket revenues and other tour revenues.

Net Cruise Cost Excluding Fuel represents Net Cruise Cost excluding fuel costs.

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

Net Yield represents Net Revenue divided by Available Guest Nights.

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

Occupancy is calculated by dividing Guest Nights Sold by Available Guest Nights.

Voyages represent 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 ~~operations.~~income.

Seasonality

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

~~Table of Contents~~

Results of Operations - Consolidated

For the three months ended
March 31,

(In thousands)

2019

2018

Change

%

Tour revenues
$ 89,654 $ 82,410 $ 7,244 9 %

Cost of tours
39,017 35,871 3,146 9 %
General and administrative
16,082 15,050 1,032 7 %
Selling and marketing
14,002 12,073 1,929 16 %
Depreciation and amortization
6,188 5,045 1,143 23 %
Operating income
$ 14,365 $ 14,371 $ (6 ) (0 %)
Net income
$ 15,079 $ 10,917 $ 4,162 38 %
Earnings per share available to common stockholders

Basic
$ 0.32 $ 0.24 $ 0.08
Diluted
$ 0.31 $ 0.24 $ 0.07

	For the three months ended June 30,											For the six months ended June 30,
(In thousands)	2019		2018			Change			%			2019		2018		Change			%
Tour revenues	$	76,658	$	69,473		$	7,185			10	%	$	166,311	$	151,883	$	14,428			9	%

Cost of tours		37,520		33,810			3,710			11	%		76,537		69,681		6,856			10	%
General and administrative		16,268		15,879			389			2	%		32,350		30,929		1,421			5	%
Selling and marketing		12,567		10,583			1,984			19	%		26,569		22,656		3,913			17	%
Depreciation and amortization		6,182		4,994			1,188			24	%		12,370		10,038		2,332			23	%
Operating income	$	4,121	$	4,207		$	(86	)		(2	%)	$	18,485	$	18,579	$	(94	)		(1	%)
Net income (loss)	$	851	$	(159	)	$	1,010			NM		$	15,930	$	10,760	$	5,170			48	%
Net income per share available to common stockholders
Basic	$	0.02	$	-		$	0.02					$	0.34	$	0.24	$	0.10
Diluted	$	0.02	$	-		$	0.02					$	0.32	$	0.24	$	0.08

Comparison of the Three and Six Months Ended ~~March 31,~~June 30, 2019 to Three and Six Months Ended ~~March 31,~~June 30, 2018 - Consolidated

Tour Revenues

Tour revenues for the three months ended ~~March 31,~~June 30, 2019 increased $7.2 million, or 9%10%, to ~~$89.7~~$76.7 million, compared to ~~$82.4~~$69.5 million for the three months ended ~~March 31,~~June 30, 2018. The Lindblad segment tour revenues increased by ~~$5.6~~$5.4 million, primarily driven by an increase in Available Guest Nights during 2019, due to the addition of the National Geographic Venture to our fleet in the fourth quarter of 2018. At the Natural Habitat segment, tour revenues increased $1.8 million over the prior year period, primarily due to additional departures and increased pricing.

Tour revenues for the six months ended June 30, 2019 increased $14.4 million, or 9%, to $166.3 million, compared to $151.9 million for the six months ended June 30, 2018. The Lindblad segment tour revenues increased by $11.0 million, primarily driven by an increase in Available Guest Nights during 2019, mainly due to the addition of the National Geographic Venture to our fleet in the fourth quarter of 2018. At the Natural Habitat segment, tour revenues increased ~~$1.6~~$3.5 million over the prior year period, primarily due to additional departures and ~~an increase in~~increased pricing.

Cost of Tours

Total cost of tours for the three months ended ~~March 31,~~June 30, 2019 increased ~~$3.1~~$3.7 million, or 9%11%, to ~~$39.0~~$37.5 million, compared to ~~$35.9~~$33.8 million for the three months ended ~~March 31,~~June 30, 2018. At the Lindblad segment, cost of tours increased $2.6 million, primarily due to incremental costs related to the National Geographic Venture~~and higher air expense,~~, partially offset by lower drydock ~~and land~~ costs. At the Natural Habitat segment, cost of tours increased ~~$0.5~~$1.1 million, due to additional departures.

Total cost of tours for the six months ended June 30, 2019 increased $6.9 million, or 10%, to $76.5 million, compared to $69.7 million for the six months ended June 30, 2018. At the Lindblad segment, cost of tours increased $5.2 million, primarily due to incremental costs related to the National Geographic Venture, partially offset by lower drydock. At the Natural Habitat segment, cost of tours increased $1.6 million, due to additional departures.

General and Administrative

General and administrative expenses for the three months ended ~~March 31,~~June 30, 2019 increased ~~$1.0~~$0.4 million, or 7%2%, to ~~$16.1~~$16.3 million, compared to ~~$15.1~~$15.9 million for the three months ended ~~March 31,~~June 30, 2018. At the Lindblad segment, general and administrative expenses ~~increased~~decreased $0.2 million over the prior year period ~~due to~~as lower value-added tax ("VAT") expense and stock-based compensation were partially offset by increased ~~personnel costs and~~ credit card commissions ~~mostly offset by the absence of the debt refinancing costs incurred in 2018.~~and personnel costs. At the Natural Habitat segment, general and administrative expenses increased ~~$0.8~~$0.6 million, primarily due to an increase in personnel costs.

General and administrative expenses for the six months ended June 30, 2019 increased $1.4 million, or 5%, to $32.3 million, compared to $30.9 million for the six months ended June 30, 2018. At the Lindblad segment, general and administrative expenses were in line with a year ago as lower VAT expense and stock-based compensation, as well as the absence of deal financing costs incurred in 2018, was offset by increased personnel costs and credit card commissions. At the Natural Habitat segment, general and administrative expenses increased $1.4 million, primarily due to an increase in personnel costs.

Selling and Marketing

Selling and marketing expenses for the three months ended ~~March 31,~~June 30, 2019 increased ~~$1.9~~$2.0 million, or ~~16%~~19%, to ~~$14.0~~$12.6 million, compared to ~~$12.1~~$10.6 million for the three months ended ~~March 31,~~June 30, 2018. At the Lindblad segment, selling and marketing expenses increased ~~$1.4~~$1.6 million, primarily due to higher advertising spend and increased commission expenses. At the Natural Habitat segment, selling and marketing expenses increased ~~$0.5~~$0.4 million, primarily driven by an increase in advertising expenditures.

Selling and marketing expenses for the six months ended June 30, 2019 increased $3.9 million, or 17%, to $26.6 million, compared to $22.7 million for the six months ended June 30, 2018. At the Lindblad segment, selling and marketing expenses increased $3.0 million, primarily due to higher advertising spend and increased commission expenses. At the Natural Habitat segment, selling and marketing expenses increased $0.9 million, primarily driven by an increase in advertising expenditures.

~~Table of Contents~~

Depreciation and Amortization

Depreciation and amortization expenses for the three months ended ~~March 31,~~June 30, 2019 increased ~~$1.1~~$1.2 million, or ~~23%~~24%, to $6.2 million, compared to $5.0 million for the three months ended ~~March 31,~~June 30, 2018, primarily due to the addition of the National Geographic Venture to the Lindblad segment in December 2018.

Depreciation and amortization expenses for the six months ended June 30, 2019 increased $2.3 million, or 23%, to $12.4 million, compared to $10.0 million for the six months ended June 30, 2018, primarily due to the addition of the National Geographic Venture to the Lindblad segment in December 2018.

Other Expense

Other expenses, for the three months ended ~~March 31,~~June 30, 2019, decreased ~~$0.8~~$1.4 million to ~~$2.4~~$2.7 million from ~~$3.2~~$4.1 million for the three months ended ~~March 31,~~June 30, 2018, primarily due to the following:

●

A ~~$0.7~~$0.5 million gain in foreign currency translation in 2019 compared to a loss of ~~$0.5~~$1.1 million in 2018, due to the strengthening of the U.S dollar primarily in relation to the Canadian dollar, South African Rand and the Euro.


	●	A $0.3 million increase in interest expense, net ~~to $3.0~~of $3.2 million in 2019, due to fees and hedge expenses associated with our senior secured credit agreement entered into in April of 2019.

Other expenses, for the six months ended June 30, 2019, decreased $2.2 million to $5.1 million from $7.3 million for the six months ended June 30, 2018, primarily due to the following:

●

A $1.2 million gain in foreign currency translation in 2019 compared to a loss of $1.6 million in 2018, due to the strengthening of the U.S dollar primarily in relation to the Canadian dollar, South African Rand and the Euro.


	●	A $0.6 million increase in interest expense, net of $6.2 million in 2019, due to the increased borrowings in related to the debt refinancing in ~~2018.~~2018 and fees and hedge expenses associated with our senior secured credit agreement entered into in April of 2019.

Income Taxes

During the three months ended June 30, 2019, the Company recognized an income tax expense of $0.6 million, compared to an expense of $0.2 million in the prior year. The increase is due to changes in certain itineraries and the improved operating performance of the Company.

During the six months ended June 30, 2019, the Company recognized an income tax benefit of $2.5 million, compared to an expense of $0.5 million in the prior year. The change is due to itinerary timing and the release of certain uncertain tax positions.

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
March 31,

(In thousands)

2019

2018

Change

%

Tour revenues:

Lindblad
$ 76,038 $ 70,453 $ 5,585 8 %
Natural Habitat
13,616 11,957 1,659 14 %
Total tour revenues
$ 89,654 $ 82,410 $ 7,244 9 %
Operating Income:

Lindblad
$ 13,641 $ 13,439 $ 202 2 %
Natural Habitat
724 932 (208 ) (22 %)
Total operating income
$ 14,365 $ 14,371 $ (6 ) (0 %)
Adjusted EBITDA:

Lindblad
$ 20,930 $ 20,889 $ 41 0 %
Natural Habitat
1,118 1,293 (175 ) (14 %)
Total adjusted EBITDA
$ 22,048 $ 22,182 $ (134 ) (1 %)

	For the three months ended June 30,												For the six months ended June 30,
(In thousands)	2019			2018			Change			%			2019			2018		Change			%
Tour revenues:
Lindblad	$	64,930		$	59,556		$	5,374			9	%	$	140,968		$	130,009	$	10,959			8	%
Natural Habitat		11,728			9,917			1,811			18	%		25,343			21,874		3,469			16	%
Total tour revenues	$	76,658		$	69,473		$	7,185			10	%	$	166,311		$	151,883	$	14,428			9	%
Operating Income:
Lindblad	$	5,302		$	5,107		$	195			4	%	$	18,943		$	18,547	$	396			2	%
Natural Habitat		(1,181	)		(900	)		(281	)		(31%	)		(458	)		32		(490	)		NM
Total operating income	$	4,121		$	4,207		$	(86	)		(2%	)	$	18,485		$	18,579	$	(94	)		(1%	)
Adjusted EBITDA:
Lindblad	$	13,270		$	11,982		$	1,288			11	%	$	34,200		$	32,871	$	1,329			4	%
Natural Habitat		(773	)		(532	)		(241	)		(45%	)		344			761		(417	)		(55%	)
Total adjusted EBITDA	$	12,497		$	11,450		$	1,047			9	%	$	34,544		$	33,632	$	912			3	%

Results of Operations – Lindblad Segment

The following table sets forth our Available Guest Nights, Guest Nights Sold, Occupancy, Maximum Guests, Number of Guests and ~~Voyages for the three months ended March 31, 2019 and 2018:~~Voyages:

	For the three months ended March 31,						For the three months ended June 30,						For the six months ended June 30,
(In thousands)	2019			2018			2019			2018			2019			2018
Available Guest Nights		58,669			53,917			53,983			50,917			112,652			104,834
Guest Nights Sold		53,613			48,935			48,216			45,786			101,829			94,721
Occupancy		91	%		91	%		89	%		90	%		90	%		90	%
Maximum Guests		7,313			6,899			6,829			6,242			14,142			13,047
Number of Guests		6,532			6,177			6,269			5,684			12,801			11,767
Voyages		93			95			87			81			180			176

~~Table of Contents~~

The following table shows the calculations of Gross Yield and Net ~~Yield for the three months ended March 31, 2019 and 2018.~~Yield. Gross Yield is calculated by dividing Tour Revenues by Available Guest Nights and Net Yield is calculated by dividing Net Revenue by Available Guest Nights:

Calculation of Gross Yield and Net Yield

For the three months ended
March 31,

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

2019

2018

Guest ticket revenues
$ 67,110 $ 62,681
Other tour revenue
8,928 7,772
Tour Revenues
76,038 70,453
Less: Commissions
(5,851 ) (5,554 )
Less: Other tour expenses
(5,687 ) (4,118 )
Net Revenue
$ 64,500 $ 60,781
Available Guest Nights
58,669 53,917
Gross Yield
$ 1,296 $ 1,307
Net Yield
1,099 1,127

Calculation of Gross Yield and Net Yield	For the three months ended June 30,						For the six months ended June 30,
(In thousands, except for Available Guest Nights, Gross and Net Yield)	2019			2018			2019			2018
Guest ticket revenues	$	58,416		$	53,832		$	125,526		$	116,512
Other tour revenue		6,514			5,724			15,442			13,497
Tour Revenues		64,930			59,556			140,968			130,009
Less: Commissions		(4,908	)		(4,369	)		(10,759	)		(9,923	)
Less: Other tour expenses		(4,418	)		(4,161	)		(10,104	)		(8,279	)
Net Revenue	$	55,604		$	51,026		$	120,105		$	111,807
Available Guest Nights		53,983			50,917			112,652			104,834
Gross Yield	$	1,203		$	1,170		$	1,251		$	1,240
Net Yield		1,030			1,002			1,066			1,067

The following table shows the calculations of Gross Cruise Cost per Available Guest Night and Net Cruise Costs per Available Guest ~~Night for the three months ended March 31, 2019 and 2018:~~Night:

	For the three months ended March 31,
(In thousands, except for Available Guest Nights, Gross and Net Cruise Cost per Available Guest Night)	2019			2018
Calculation of Gross Cruise Cost and Net Cruise Cost							For the three months ended June 30,						For the six months ended June 30,
(In thousands, except for Available Guest Nights, Gross and Net Cruise Cost per Avail. Guest Night)							2019			2018			2019			2018
Cost of tours	$	31,321		$	28,680		$	30,118		$	27,510		$	61,439		$	56,190
Plus: Selling and marketing		12,641			11,262			11,321			9,683			23,962			20,945
Plus: General and administrative		12,641			12,388			12,415			12,630			25,054			25,018
Gross Cruise Cost		56,603			52,330			53,854			49,823			110,455			102,153
Less: Commissions		(5,851	)		(5,554	)		(4,908	)		(4,369	)		(10,759	)		(9,923	)
Less: Other tour expenses		(5,687	)		(4,118	)		(4,418	)		(4,161	)		(10,104	)		(8,279	)
Net Cruise Cost		45,065			42,658			44,528			41,293			89,592			83,951
Less: Fuel expense		(2,688	)		(2,110	)
Less: Fuel Expense								(2,459	)		(2,599	)		(5,146	)		(4,709	)
Net Cruise Cost Excluding Fuel		42,377			40,548			42,069			38,694			84,446			79,242
Non-GAAP Adjustments:
Stock-based compensation		(753	)		(866	)		(1,001	)		(1,119	)		(1,754	)		(1,985	)
National Geographic fee amortization		(727	)		(727	)		(727	)		(727	)		(1,454	)		(1,454	)
Warrant exchange fees								(466	)		-			(466	)		-
Executive severance costs								-			(287	)		-			(287	)
Reorganization costs		(15	)		(180	)		-			(113	)		(15	)		(293	)
Debt refinancing costs		-			(993	)		-			(3	)		-			(997	)
Adjusted Net Cruise Cost Excluding Fuel	$	40,882		$	37,782		$	39,875		$	36,445		$	80,757		$	74,226
Adjusted Net Cruise Cost	$	43,570		$	39,892		$	42,334		$	39,044		$	85,903		$	78,935
Available Guest Nights		58,669			53,917			53,983			50,917			112,652			104,834
Gross Cruise Cost per Available Guest Night	$	965		$	971		$	998		$	979		$	980		$	974
Net Cruise Cost per Available Guest Night		768			791			825			811			795			801
Net Cruise Cost Excluding Fuel per Available Guest Night		722			752			779			760			750			756
Adjusted Net Cruise Cost Excluding Fuel per Available Guest Night		697			701			739			716			717			708
Adjusted Net Cruise Cost per Available Guest Night		743			740			784			767			763			753

Comparison of Three and Six Months Ended ~~March 31,~~June 30, 2019 to Three and Six Months Ended ~~March 31,~~June 30, 2018 at the Lindblad Segment

Tour Revenues

Tour revenues for the three months ended ~~March 31,~~June 30, 2019 increased ~~$5.6~~$5.4 million, or 8%9%, to ~~$76.0~~$64.9 million, compared to ~~$70.5~~$59.6 million for the three months ended ~~March 31,~~June 30, 2018. The increase was primarily driven by higher guest ticket revenue ~~primarily from an~~predominantly due to a 6% increase in Available Guest Nights ~~due to~~from the addition of the National Geographic Venture to our fleet in the fourth quarter of 2018. Net ~~Yields decreased~~Yield increased 3% for the three months ended ~~March 31,~~June 30, 2019 to ~~$1,099~~$1,030 compared to ~~$1,127~~$1,002 for the three months ended ~~March 31,~~June 30, 2018, due primarily to higher pricing and itinerary changes. Occupancy rates ~~increased~~decreased slightly to ~~91%~~89% for the three months ended ~~March 31,~~June 30, 2019, compared to 90% in the same period a year ago.

~~Table~~

Tour revenues for the six months ended June 30, 2019 increased $11.0 million, or 9%, to $141.0 million, compared to $130.0 million for the six months ended June 30, 2018. The increase was primarily driven by higher guest ticket revenue predominantly due to a 7% increase in Available Guest Nights from the addition of ~~Contents~~

the National Geographic Venture to our fleet in the fourth quarter of 2018. Net Yield of $1,066 for the six months ended June 30, 2019 was in line with Net Yield of $1,067 for the six months ended June 30, 2018. Occupancy of 90% for the six months ended June 30, 2019 was consistent with the same period a year ago.

Operating Income

Operating income increased $0.2 million to ~~$13.6~~$5.3 million for the three months ended ~~March 31,~~June 30, 2019, compared to ~~$13.4~~$5.1 million for the three months ended ~~March 31,~~June 30, 2018. The increase was primarily driven by the addition of the National Geographic Venture, as well as lower drydock and ~~land costs,~~VAT expense, partially offset by increased marketing spend, commission costs and personnel expenses.

Operating income increased $0.4 million to $18.9 million for the six months ended June 30, 2019, compared to $18.5 million for the six months ended June 30, 2018. The increase was primarily driven by the addition of the National Geographic Venture, as well as lower drydock and VAT expense, the absence of debt financing costs incurred in 2018, partially offset by increased marketing spend, commission costs and personnel expenses.

Results of Operations – Natural Habitat Segment

Comparison of Three and Six Months Ended ~~March 31,~~June 30, 2019 to Three and Six Months Ended ~~March 31,~~June 30, 2018

Tour Revenues

Tour revenues for the three months ended ~~March 31,~~June 30, 2019 increased ~~$1.6~~$1.8 million, or ~~14%~~18%, to ~~$13.6~~$11.7 million compared to ~~$12.0~~$9.9 million for the three months ended ~~March 31,~~June 30, 2018, due to additional departures as well as price increases.

Tour revenues for the six months ended June 30, 2019 increased $3.5 million, or 16%, to $25.3 million compared to $21.9 million for the six months ended June 30, 2018, due to additional departures as well as price increases.

Operating ~~Income~~(loss) income

Operating ~~income~~loss for the three months ended ~~March 31,~~June 30, 2019 ~~decreased $0.2~~increased $0.3 million to ~~$0.7~~$1.2 million compared to $0.9 million for the three months ended ~~March 31,~~June 30, 2018, as tour revenue growth was more than offset by higher operating costs related to additional departures, as well as increased personnel and marketing costs to support future growth initiatives.

We incurred an operating loss of $0.5 million for the six months ended June 30, 2019, a decreased of $0.5 million compared to the six months ended June 30, 2018, as tour revenue growth was more than offset by higher operating costs related to additional departures, as well as increased personnel and marketing costs to support future growth initiatives.

Adjusted EBITDA – Consolidated

The following table outlines the reconciliation to net income and calculation of consolidated Adjusted ~~EBITDA for the three months ended March 31, 2019 and 2018.~~EBITDA. 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

For the three months ended
March 31,

(In thousands)
2019

2018

Net income
$ 15,079 $ 10,917
Interest expense, net
2,989 2,734
Income tax (benefit) expense
(3,066
)
277
Depreciation and amortization
6,188 5,045
(Gain) loss on foreign currency
(656
)
451
Other expense (income), net
19 (8
)
Stock-based compensation
753 866
National Geographic fee amortization
727 727
Reorganization costs
15 180
Debt refinancing costs
- 993
Adjusted EBITDA
$ 22,048 $ 22,182

~~Table of Contents~~

Consolidated	For the three months ended June 30,						For the six months ended June 30,
(In thousands)	2019			2018			2019			2018
Net income (loss)	$	851		$	(159	)	$	15,930		$	10,760
Interest expense, net		3,188			2,870			6,176			5,604
Income tax expense (benefit)		553			227			(2,513	)		503
Depreciation and amortization		6,182			4,994			12,370			10,038
(Gain) loss on foreign currency		(501	)		1,141			(1,157	)		1,592
Other expense, net		30			128			49			120
Stock-based compensation		1,001			1,119			1,754			1,985
National Geographic fee amortization		727			727			1,454			1,454
Warrant exchange fees		466			-			466			-
Executive severance costs		-			287			-			287
Reorganization costs		-			113			15			293
Debt refinancing costs		-			3			-			997
Adjusted EBITDA	$	12,497		$	11,450		$	34,544		$	33,632

The following tables outline the reconciliation for each segment from operating income to Adjusted ~~EBITDA for the three months ended March 31, 2019 and 2018.~~EBITDA.

Reconciliation of Operating Income to Adjusted EBITDA - Lindblad Segment
	For the three months ended March 31,
Lindblad Segment					For the three months ended June 30,				For the six months ended June 30,
(In thousands)	2019		2018		2019		2018		2019		2018
Operating income	$	13,641	$	13,439	$	5,302	$	5,107	$	18,943	$	18,547
Depreciation and amortization		5,794		4,684		5,774		4,626		11,568		9,309
Stock-based compensation		753		866		1,001		1,119		1,754		1,985
National Geographic fee amortization		727		727		727		727		1,454		1,454
Warrant exchange fees						466		-		466		-
Executive severance costs						-		287		-		287
Reorganization costs		15		180		-		113		15		293
Debt refinancing costs		-		993		-		3		-		997
Adjusted EBITDA	$	20,930	$	20,889	$	13,270	$	11,982	$	34,200	$	32,871

Reconciliation of Operating Income to Adjusted EBITDA - Natural Habitat Segment
	For the three months ended March 31,
	2019		2018
Operating income	$	724	$	932
Natural Habitat Segment					For the three months ended June 30,						For the six months ended June 30,
(In thousands)					2019			2018			2019			2018
Operating (loss) income					$	(1,181	)	$	(900	)	$	(458	)	$	32
Depreciation and amortization		394		361		408			368			802			729
Adjusted EBITDA	$	1,118	$	1,293	$	(773	)	$	(532	)	$	344		$	761

Liquidity and Capital Resources

Sources and Uses of Cash for the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2019 and 2018

Net cash provided by operating activities was ~~$15.3~~$37.2 million in 2019 compared to ~~$10.5~~$24.8 million in 2018. The ~~$4.8~~$12.4 million increase was primarily due to improved operating ~~results.~~results and higher bookings for future travel.

Net cash used in investing activities was ~~$35.1~~$42.3 million in 2019 compared to ~~$14.5~~$31.5 million in 2018. The ~~$20.6~~$10.8 million increase was due to an increase in purchases of property and equipment primarily related to the spend on two new polar ice-class ~~vessels.~~vessels in 2019.

Net cash used by financing activities was ~~$1.7~~$5.0 million in 2019 compared to net cash provided by financing activities of ~~$18.0~~$17.6 million in 2018. The ~~$19.8~~$22.6 million decrease in cash provided was primarily due to the 2018 refinancing of our credit facility, which was partially offset by the ~~$171.1~~$170.6 million repayment of the previous senior debt, ~~payment of $6.5 million in~~lower deferred financing costs and ~~$5.0 million of~~fewer stock and warrant repurchases.

Funding Sources

Debt Facilities

~~Revolving~~ Credit Facility

Our Third Amended and Restated Credit Agreement (the “Amended Credit Agreement”), provides a $200.0 million senior secured first lien term loan facility (the “Term Facility”), maturing March 2025, and a $45.0 million senior secured incremental revolving credit facility (the “Revolving Facility”), which includes a $5.0 million letter of credit sub-facility. The Term Facility bears interest at an adjusted Intercontinental Exchange (“ICE”) Benchmark administration LIBOR plus a spread of 3.25%, which stepped down from a spread of 3.50%~~. During~~ after the second quarter 2019 due to an upgrade of our debt rating. In 2018, we entered into interest rate cap agreements to hedge our exposure to interest rate movements and manage our interest rate expense related to the Term Facility.

Senior Secured Credit ~~Agreement~~Agreements

Our senior secured credit agreement (the “Export Credit Agreement”) makes available 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 our new polar ice class vessel, the National Geographic Endurance, targeted to be completed in January 2020. If drawn upon, the loan will be made at the time of delivery of the vessel. The Export Credit Agreement, at our election, 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.

On April 8, 2019, we entered into a senior secured credit agreement (the “Second Export Credit Agreement”) with Citibank, N.A., London Branch (“Citi”) and Eksportkreditt Norge AS (“EK” and together with Citi, the “Lenders”). Pursuant to the Second Export Credit Agreement, the Lenders have agreed to make available to us, at our option and subject to certain conditions, a loan in an aggregate principal amount not to exceed $122.8 million for the purpose of providing pre- and post- delivery financing for up to 80% of the purchase price of our new expedition ice-class cruise vessel targeted to be completed in September 2021. The Second Export Credit Agreement will bear an interest rate, at our option, of either a fixed rate of 6.36% or a variable rate equal to three-month LIBOR plus a margin of 3.00% per annum.

The Amended Credit Agreement, ~~and~~ the Export Credit Agreement ~~contains~~and the Second Export Credit Agreement contain financial and restrictive covenants. As of ~~March 31,~~June 30, 2019, we were in compliance with our covenants.

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Funding Needs

We generally rely on a combination of cash flows provided by operations and the incurrence of additional debt to fund obligations. A vast majority of guest ticket receipts are collected in advance of the applicable expedition date. These advance passenger receipts remain a current liability until the expedition 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 expeditions or otherwise, pay down credit facilities, make long-term investments or any other use of cash. As of ~~March 31,~~June 30, 2019 and December 31, 2018, we had a working capital deficit of ~~$28.3~~$29.1 million and $9.3 million, respectively. As of ~~March 31,~~June 30, 2019 and December 31, 2018, we had ~~$70.1~~$78.7 million and $113.4 million, respectively, in cash and cash equivalents, excluding restricted cash.

Our Board of Directors approved a stock and warrant repurchase plan (“Repurchase Plan”) in November 2015 and increased the repurchase plan to $35.0 million in November 2016. The Repurchase Plan authorizes us to purchase from time to time our 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 our Board of Directors. These 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~~six months ended ~~March 31,~~June 30, 2019, we repurchased 1,895 shares of common stock for approximately $23,000. We have cumulatively repurchased 866,701 shares of common stock for $8.2 million and 6,011,926 warrants for $14.7 million, since plan inception. The balance for the Repurchase Plan was $12.1 million as of ~~March 31,~~June 30, 2019.

In 2017, we executed a contract with Ulstein Verft to build a polar ice class vessel, the National Geographic Endurance, targeted to be competed in January 2020, with a total purchase price of 1,066.0 million Norwegian Kroner. Subsequently, we exercised our 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 was paid shortly after execution of the contract with the remaining eighty percent due upon delivery and acceptance of the vessel. The remaining purchase price of the ship 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.

In February 2019, we entered into an agreement with Ulstein Verft to construct a second polar ice-class vessel, a sister ship of the National Geographic Endurance, with a total purchase price of 1,291.0 million Norwegian Kroner (NOK). During March 2019, we entered into foreign exchange forward contract hedges to lock in a purchase price of $153.5 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. The purchase price is due in installments, with the first 20% paid shortly after execution of the agreement, 50% to be paid over the duration of the build and the final 30% due upon delivery and acceptance of the vessel. The vessel is targeted to be delivered in September 2021. On April 8, 2019, we entered into a senior secured credit agreement (the “Second Export Credit Agreement”) to make available to us, at our option and subject to certain conditions, a loan in an aggregate principal amount not to exceed $122.8 million for the purpose of providing pre- and post- delivery financing for up to 80% of the purchase price of our second new polar ice-class vessel.

The 2019 agreement to construct the polar ice class vessel created a material change in our future obligations from those reported in our 2018 Annual Report. The additional related obligations as of ~~March 31,~~June 30, 2019 are as follows:

(In thousands)		Total				Current				1-2 years				Total				Current				1-2 years
New polar ice class vessel		$	123,303			$	30,453			$	92,850			$	123,303			$	61,097			$	62,206

As of ~~March 31,~~June 30, 2019, we had approximately ~~$201.0~~$200.5 million in long-term debt obligations, including the current portion of long-term debt. We believe that our cash on hand, our revolving credit facility, our senior secured credit agreements and expected future operating cash inflows will be sufficient to fund operations, debt service requirements, capital expenditures for our newbuilds and other assets, 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.

Off-Balance Sheet Arrangements

~~In 2018, the Company~~We entered into an Export Credit Agreement and a Second Export Credit Agreement as described above.

Critical Accounting Policies

For a detailed discussion of the Critical Accounting Policies, please see ~~the Company’s~~our 2018 Annual Report.

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Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our exposure to market risks from the information set forth in the “Quantitative and Qualitative Disclosures About Market Risk” sections contained in our 2018 Annual Report, with the exception of foreign currency denominated agreement for the construction of our polar ice class vessel and the foreign exchange forward contracts that we entered into and designated as a cash flow hedge for the purchase of the contracted polar ice class vessel targeted to be delivered in September 2021.

We are exposed to a market risk for interest rates related to our variable rate debt. We assess our market risks based on changes in interest rates utilizing a sensitivity analysis that measures the potential impact on earnings and cash flows based on a hypothetical 1.0% change (increase and decrease) in interest rates. For additional information regarding our long-term borrowings see Note 5 to our Condensed Consolidated Financial Statements. As of ~~March 31,~~June 30, 2019, we had interest rate cap agreements to hedge a portion of our exposure to interest rate movements of our variable rate debt and to manage our interest expense. The notional amount of outstanding debt associated with interest rate cap agreements as of ~~March 31,~~June 30, 2019 was $100.0 million. Based on our ~~March 31,~~June 30, 2019 outstanding variable rate debt balance, a hypothetical 1.0% change in the six-month LIBOR interest rates would impact our annual interest expense by approximately $1.0 million.

Item 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 quarter ended ~~March 31,~~June 30, 2019, 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,~~as of June 30, 2019, 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 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.

Part 2.

OTHER INFORMATION

Item 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. We have protection and indemnity insurance that would be expected to cover any damages.

ITEM 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 2018 Annual Report filed on February 28, 2019.

Item 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 ~~March 31,~~June 30, 2019.

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Repurchases of Securities

The Company’s Board of Directors approved a stock and warrant repurchase plan (“Repurchase Plan”) in November 2015 and increased the repurchase plan to $35.0 million in November 2016. The Repurchase Plan 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. During the ~~three~~six months ended ~~March 31,~~June 30, 2019, ~~we repurchased 1,895~~no shares ~~of common stock for approximately $23,000.~~were repurchased. We have cumulatively repurchased 866,701 shares of common stock for $8.2 million and 6,011,926 warrants for $14.7 million, since plan inception. The balance for the Repurchase Plan was $12.1 million as of ~~March 31,~~June 30, 2019.

The following table represents information with respect to shares of common stock ~~repurchased under the Repurchase Plan as well as shares~~ withheld from vesting of stock-based compensation awards for employee income taxes, for the periods indicated:

Period

Total number of shares purchased

Average price paid per share

Dollar value of shares purchased as part of publicly announced plans or programs

Maximum dollar value of warrants and shares that may be purchased under approved plans or programs

January 1 through January 31, 2019^(a)
74,659 $ 12.95 $ 22,721 $ 12,102,046
February 1 through February 28, 2019
- - - 12,102,046
March 1 through March 31, 2019^(b)
14,565 15.25 - 12,102,046
Total
89,224 22,721

Period	Total number of shares purchased		Average price paid per share		Dollar value of shares purchased as part of publicly announced plans or programs		Maximum dollar value of warrants and shares that may be purchased under approved plans or programs
April 1 through April 30, 2019 ^(a)		18,348	$	15.58	$	-	$	12,102,046
May 1 through May 31, 2019 ^(a)		11,975		16.51		-		12,102,046
June 1 through June 30, 2019 ^(b)		15,079		16.84		-		12,102,046
Total		45,402			$	-

__________

	^(a)	~~Includes 72,764~~Amount relates to shares withheld from vesting’s of stock-based compensation awards for employee income tax ~~withholding and 1.895 shares repurchased under the Repurchase Plan.~~withholding.
	^(b)	Amount relates to shares withheld from vesting's of stock-based compensation awards for employee income tax ~~withholding.~~withholding and exercise of options.

Item 3.

DEFAULTS UPON SENIOR SECURITIES

Not applicable.

Item 4.

MINE SAFETY DISCLOSURES

Not applicable.

Item 5.

Other information

Not applicable

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Item 6.

exhibits

Number		Description	Included	Form	Filing Date
~~10.1~~ 4.4		~~Shipbuilding Contract, dated February 25,~~Amendment to Warrant Agreement.	By Reference	8-K	July 17, 2019
10.3		Dealer Manager and Solicitation Agent Agreement between ~~Ulstein Verft AS~~Citigroup Global Markets, Inc. and Lindblad ~~Maritime Enterprises, Ltd. ††~~Expeditions Holdings, Inc .	~~Herewith~~ By Reference	S-4
~~10.2~~		~~Senior Secured Credit Agreement, dated April 8,~~June 14, 2019 ~~among the Company and Lindblad Bluewater II Limited with Citibank, N.A. and Eksportkreditt Norge AS.~~	~~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		XBRL Taxonomy extension schema document	Herewith
101.CAL		XBRL Taxonomy extension calculation link base document	Herewith
101.LAB		XBRL Taxonomy extension label link base document	Herewith
101.PRE		XBRL Taxonomy extension presentation link base document	Herewith
101.DEF		XBRL Taxonomy Extension Definition Link base	Herewith

††	Certain portions of the exhibit have been omitted pursuant to Regulation S-K Item 601(b) because it is both (i) not material to investors and (ii) likely to cause competitive harm to the Company if publicly disclosed.

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SIGNATURE

~~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 ~~May 2,~~August 1, 2019.

	LINDBLAD EXPEDITIONS HOLDINGS, INC.
	(Registrant)

	By	/s/ Sven-Olof Lindblad
		Sven-Olof Lindblad
		Chief Executive Officer and President

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